HomeMy WebLinkAbout2023, Legare Enterprises, LLC, Shelter CareCITY OF AUBURN AGREEMENT FOR SERVICES
THIS AGREEMENT made and entered into ___________________, 2023
("Effective Date"), by and between the City of Auburn, a municipal corporation of the
State of Washington (the "City"), and Legare Enterprises, LLC, 1416 114th Ave E,
Edgewood, WA 98372, (the "Provider").
RECITALS:
1. The City needs shelter and care for animals that come into the custody of its animal
control officers and that cannot be held at the City's primary contract animal shelter.
2. Provider is qualified and able to provide such animal shelter and care services as an
independently contracted animal care and control agency. Provider is not an animal
foster care agency, a nonprofit humane society, a nonprofit animal sanctuary, or a
nonprofit animal rescue organization.
3. The City has determined it is in the City's best interest to enter into this agreement
with the Provider for this work.
AGREEMENT:
In consideration of the mutual promises contained in this agreement, the parties
agree as follows:
1. Scope of Services
The Provider agrees to perform the tasks described on Exhibit "A". The Provider will
perform the services under this Agreement as an Animal Care and Control Agency under
RCW 16.52 that is an independent contractor of the City. Provider will not be deemed,
by virtue of this Agreement or the performance thereof, to have entered into any
partnership, joint venture, employment or other relationship with the City.
2. Additional Services
If additional services with respect to related work are required beyond those specified in
the Scope of Work, and not included in the compensation listed in this Agreement, the
parties will amend this Agreement before the Provider performs the additional services.
However, Provider agrees that it will perform additional services on the written request
of an authorized representative of the City pending execution of an Amendment.
3. Provider's Representations
The Provider represents and warrants that it has all necessary licenses and
certifications to perform the services provided for in the Agreement, and is qualified to
perform those services.
4. City's Responsibilities
The City shall: notify Provider when new animals are going to be sheltered on the
property, and for how long; and manage all redemptions and adoptions through
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coordination with Animal Control Officers; and accept all fees for redemption and
adoption, payable to the Auburn City Clerk's Office.
5. Compensation
As compensation for the Provider's performance of the services provided for in this
Agreement, the City shall pay the Provider the fees and costs specified in Exhibit "B".
These payments shall be full compensation for work performed or services rendered and
for all labor, materials, supplies, equipment, overhead, profit, and incidentals necessary
to perform the work specified in Exhibit "A".
The Provider shall submit to the City an invoice or statement of time spent on tasks
included in the scope of work, and the City upon acceptance of the invoice or statement
shall process the invoice or statement in the next billing/claim cycle, and shall remit
payment to the Provider, subject to any conditions or provisions in this Agreement or
Amendment. Copies of original supporting documents shall be supplied to the City upon
request.
The not-to-exceed amount for this agreement is $10,000 per year. The Provider will not
undertake any work or otherwise financially obligate the City in excess of this amount
without prior written authorization.
6. Time for Performance, Term, and Termination of Agreement
The Provider shall not begin any work under this Agreement until authorized in writing by
the City. The Provider shall perform the services in accordance with the direction and
scheduling provided on Exhibit "A", unless otherwise agreed to in writing by the parties.
The term of this Agreement is two (2) years from the Effective Date.
Either patty may request renewal of this Agreement upon thirty (30) days written notice to
the other party prior to the end of the term. Renewal of this Agreement requires execution
of an Amendment with signature of both parties.
Either party may terminate this Agreement upon thirty (30) days written notice to the other
party if the other party fails substantially to perform in accordance with the terms of this
Agreement through no fault of the party terminating the Agreement.
If this Agreement is terminated through no fault of the Provider, the Provider shall be
compensated for services performed prior to termination in accordance with the rate of
compensation provided in Exhibit "B".
Upon receipt of a termination notice, the Provider shall promptly discontinue all services
affected and deliver to the City all animals, equipment, fencing, sheltering materials, and
any other property of the City including reports, documents, and written materials as the
provider may have accumulated, prepared, or obtained in performing this Agreement,
whether fully or partially completed.
7. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
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calculations, working drawings and any other materials created or otherwise prepared by
the Provider as part of his performance of this Agreement (the "Work Products") shall be
owned by and become the property of the City, and may be used by the City for any
purpose beneficial to the City and shall be subject to the requirements of the Public
Records Act, Chapter 42.56 RCW.
8. Records Inspection and Audit
All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. If any litigation, claim, dispute, or audit is initiated before the expiration of the three (3) year period, all records and books of accounts pertaining to any work performed under this Agreement shall be retained until all litigation, claims, disputes, or audits have been finally resolved.
9. Continuation of Performance
In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities.
10. Administration of Agreement
This Agreement shall be administered by Jordan Gustafson, on behalf of the Provider, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses:
For the City: For Provider:
Community Services Sergeant
City of Auburn
340 East Main St Auburn WA
98002 Phone:253.
Fax: 253.931.4005
Email: cboldman@auburnwa.gov
Jordan Gustafson
Legare Enterprises, LLC 1416 114th Ave E Edgewood WA 98372 Phone: 253.307.8051
Email:
All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or sent by regular mail, postage prepaid, [by certified mail, return receipt requested,] and addressed, if to a party of this Agreement, to the address for the party set forth above. If addressed to a non-party, the notice shall be sent, in the foregoing manner, to the address designated by a party to this Agreement Either party may change its address by giving notice in writing to the other party.
11. Insurance
The Provider shall procure and maintain for the duration of this Agreement, at its sole expense, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of this Agreement by the Provider, or the Provider's agents, representatives, employees, or subcontractors.
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Provider's maintenance of insurance as required by the Agreement shall not be construed
to limit the liability of the Provider to the coverage provided by such insurance, or
otherwise limit the City's recourse to any remedy available at law or in equity.
The Service Provider shall obtain insurance of the types described below:
a. Automobile Liability insurance, covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or
a substitute form providing equivalent liability coverage. Provider shall maintain
automobile insurance with minimum combined single limit for bodily injury and property
damage of $1,000,000 per accident.
b. Commercial General Liability insurance shall be written on ISO occurrence form CG
00 01 and shall cover liability arising from premises, operations, independent contractors,
products- completed operations, stop gap liability, personal injury and advertising injury,
and liability assumed under an insured contract. The City shall be named as an insured
under the Provider's Commercial General Liability insurance policy with respect to the
work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01
and Additional Insured-Completed
c. Operations endorsement CG 20 37 10 01 or substitute endorsements providing
equivalent coverage. Commercial General Liability insurance shall be written with limits
no less than $2,000,000 each occurrence, $2,000,000 general aggregate, and a
$2,000,000 products- completed operations aggregate limit.
d. Worker's Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
For Automobile Liability and Commercial General Liability insurance, the policies are to
contain, or be endorsed to contain that Provider's insurance coverage shall be primary
insurance as respects the City. Any insurance, self-insurance, or insurance pool
coverage maintained by the City shall be excess of the Provider's insurance and shall
not contribute with it.
Insurance is to be placed with an authorized insurer in Washington State. The insurer
must have a current A.M. Best rating of not less than A:VII.
The Provider shall furnish the City with certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the Provider before
commencement of the work.
The city reserves the right to require that complete, certified copies of all required
insurance policies be submitted to the City at any time. The City may withhold payment if
the Provider does not full comply with this request.
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If the Provider maintains higher insurance limits than the minimums shown above, the
City shall be insured for the full available limits of Commercial General and Excess or
Umbrella liability maintained by the Provider, irrespective of whether such limits
maintained by the Provider are greater than those required by this contract or whether
any certificate of insurance furnished to the City evidences limits of liability lower than
those maintained by the Provider.
Failure on the part of the Provider to maintain the insurance as required shall constitute
a material breach of contract, upon which the City may, after giving five business days'
notice to the Provider to correct the breach, immediately terminate the contract or, at its
discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole
discretion of the City, offset against funds due the Provider from the City.
The provider will provide the City with written notice of any policy cancellation within two
business days of their receipt of such notice. Failure by the Provider to maintain the
insurance as required shall constitute a material breach of this agreement, upon which
the City may, after giving five (5) business days' notice to the Provider to correct the
breach, immediately terminate the agreement or, at its discretion, procure or renew such
insurance and pay any and all premiums in connection therewith, with any sums so
expended to be repaid to the City on demand, or at the City's sole discretion, offset against
funds due the Provider.
12. Indemnification/Hold Harmless
Except for injuries and damages caused by the sole negligence of the City, the Provider
shall defend, indemnify and hold the City and its officers, officials, employees, and
volunteers harmless from any and all claims, injuries, damages, losses, or suits of every
kind, including attorney fees and litigation expenses, arising out of or in connection with
any alleged act, omission, professional error, fault, mistake, or negligence of the Provider,
its employees, agents, representatives, or subcontractors, including employees, agents,
or representatives of tits subcontractors, made in the performance of this Agreement, or
arising out of worker's compensation, unemployment compensation, or unemployment
disability compensation claims.
If is further specifically and expressly understood that this indemnification includes the
Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the
purposes of this indemnification. This waiver has been mutually negotiated by the parties.
The provisions of this section shall survive the expiration or termination of this Agreement.
13. Assignment
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party. No assignment or transfer of
any interest under this Agreement shall release the assignor from any liability or obligation
under this Agreement, or to cause any such liability or obligation to be reduced to a
secondary liability or obligation.
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14. Nondiscrimination
The Provider may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual, hiring, or other arrangements on
the grounds of race, color, creed, religion, national origin, sex, age, or where there is the
presence of any sensory, mental or physical handicap.
15. Amendment, Modification or Waiver
No amendment, modification, or waiver of any condition, provision, or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or the party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver, approval or acceptance, or payment by any party shall not affect or
impair that party's rights arising from any default by the other party.
16. Parties in Interest
This Agreement is binding upon, and the benefits and obligations hereto shall inure to
and bind, the parties and their respective successors and assigns, although this section
shall not be deemed to permit any transfer or assignment otherwise prohibited by this
Agreement. This Agreement is for the exclusive benefit of the parties and it does not
create a contractual relationship with or exist for the benefit of any third party, including
contractors, sub-contractors and their sureties.
17. Costs to Prevailing Party
In the event of litigation or other legal action to enforce any rights, responsibilities or
obligations under this Agreement, the substantially prevailing patties shall be entitled to
receive its reasonable costs and attorney's fees.
18. Applicable Law
This Agreement and the rights of the parties shall be governed by with the laws,
regulations, and ordinances of the City, of the State of Washington, and Pierce County.
Venue for any action involving this agreement shall be in the county in which the
property or project is located, and if not site specific, then in Pierce County. It is agreed
that any applicable statute of limitation shall commence no later than the substantial
completion by the Provider of the services.
19. Captions, Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. Where appropriate, the singular shall include the plural and vice versa
and masculine, feminine and neuter expressions shall be interchangeable. Interpretation
or construction of this Agreement shall not be affected by any determination as to who is
the drafter of this Agreement, this Agreement having been drafted by mutual agreement
of the parties.
20. Severable Provisions
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Each provision of this Agreement is intended to be severable. If any provision is illegal
or invalid for any reason, such illegality or invalidity shall not affect the validity of the
remaining provisions.
21. Entire Agreement
This Agreement contains the entire understanding of the parties in respect
to the transactions contemplated and supersedes all prior representations,
agreements and understandings between the parties, either oral or written.
22. Non-Availability of Funds
Every obligation of the City under this Agreement is conditioned upon the availability of
funds appropriated or allocated for the performance of such obligation; and if funds are
not allocated and available for the continuance of this Agreement, then this Agreement
may be terminated by the City at the end of the period for which funds are available,
according to the termination provision set forth above. No liability shall accrue to the City
in the event this provision is exercised, and the City shall not be obligated or liable for
any future payments or damages as a result of termination under this Section.
23. Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the patties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
CITY OF AUBURN
By: ________________________
Nancy Backus, Mayor
LEGARE ENTERPRISES, LLC
By: _______________________
Jordan Gustafson
Approved as to form:
_____________________________
Harry Boesche, Acting City Attorney
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EXHIBIT A
Scope of Services
The Provider will provide the following services in a good and professional manner:
• Shelter for non-companion animals and all animals that are not
permitted to be sheltered by the Auburn Valley Human Society
including but not limited to horses, cows, sheep, pigs, goats, fowl,
etc.
• Keep the property in a neat, clean, safe, and sanitary condition, and
in compliance with all applicable codes and laws.
• Furnish all cleaning supplies and materials, other expendable
supplies, such as light bulbs and heat, needed to operate and
provide appropriate shelter for all animals.
• Purchase and appropriately feed animals with only the food as
determined appropriate by the animal control officer or authorized
equivalent as part of the animal's "care plan."
• Ensure that an adequate supply of fresh, potable water is available for the animals
at all times.
• Provide disposal (rendering or cremation) services for animals
deceased upon arrival or during time of sheltering.
• Provide shelter for impounded animals, awaiting disposition by the
courts, until such time that the court reaches final disposition of the
case.
• Provide veterinary care to animals, after receiving written
permission from the City to incur any associated costs, in
accordance with Exhibit B.
• Provide staff to allow for animal redemption during regular business hours.
• Maintain complete records of animals received and animals disposed of on
behalf of the City.
The Provider will also allow Auburn Police Department Animal Control
Officers, or authorized equivalent, access to the Property at all hours. If
access is required after 6PM and before 6AM, the Auburn Police
Department will notify Legare Enterprises in advance by telephone.
Legare Enterprises cannot unreasonably deny access to animals by the Auburn Police
Department.
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EXHIBIT B
Compensation
As compensation for the Provider's performance of the services provided, the City shall
pay the Provider according to the following schedule, including a one time setup fee
not to exceed $500 for appropriate animal pens:
Poultry $25/day
Goats & Sheep $30/day
Pigs & Cattle $35/day
Horses, Mini equine, Donkeys & Mules $40/day
Stallions $50/day
The City has a right to recover these fees from individuals redeeming any animals from
impound. Further, the Provider shall provide advance notification to the City in writing if
an animal is to exceed $150 inclusive of veterinary care, food, and sheltering.
The not to exceed amount for this agreement is $10,000 per year. The Provider will not
undertake any work or otherwise financially obligate the City in excess of this amount
without prior written authorization.
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