Loading...
HomeMy WebLinkAboutCONSENT Humane Society Consent Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners Josh Peters, County Administrator FROM: Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney DATE: December 5, 2025 RE: Approval of Settlement Agreement with the Humane Society of Jefferson County STATEMENT OF ISSUE: Should the Board of County Commissioners approve and sign the attached settlement agreement with the Humane Society of Jefferson County (Humane Society). ANALYSIS: Under an operating agreement, the Humane Society operated the Jefferson County Animal Shelter, located at 112 Critter Lane, Port Townsend, Washington(the Animal Shelter). Jefferson County (the County) owns the Animal Shelter. The Humane Society and the County have had a productive relationship for many years. The Humane Society and the County first entered into an Agreement for Shelter and Related Services on November 14, 2011, and has entered into new agreements continuously since then. The current operating agreement has been in effect since April 30, 2024. Under the November 14, 2025 operating agreement,the Humane Society is the exclusive licensing agent for the County as defined in JCC 6.07.020(21)to receive license applications, issue licenses, and receive fees authorized under Chapter 6.07 JCC for companion animals. The Humane Society shall administer license applications, issue licenses, and collect fees as prescribed in Chapter 6.07 JCC for companion animals. The Humane Society retains all fees collected by it pursuant to Chapter 6.07 JCC, which"shall be used exclusively for the cost of operations and services provided pursuant to"the operating agreement. The County pays the Humane Society an annual fee for operating the Animal Shelter. The County has certain maintenance and utility payment obligations under the operating agreement, but these are to be paid by an annual invoice sent by the Humane Society by January 31 of each year. 1 Consent Agenda A dispute arose between the County and the Humane Society whether the County was obligated to pay for repairs to a walk-in freezer and whether the such payments, if owed, are subject to the annual invoice requirement. The attached settlement agreement settles that dispute. Under the settlement agreement: • The County reimburses the Humane Society for the repair payments in the amount of $6,715.20; • The Humane Society accepts a reduction on the payment of its next annual invoice from$53,045.00 to $49,687.40 or$3,357.60 (half of the repair payment amount) • The Humane Society agrees that going forward it owns the walk-in freezer and the County is not responsible for any equipment repairs, including repairs to the walk-in freezer repairs and understands and agrees that employees of the County will no longer be performing any equipment repairs. • The parties mutually release each other from any claims arising out of the repair or ownership of the walk-in freezer. FISCAL IMPACT: The fiscal impact of this settlement is $3,357.60. However, $6,715.20 will be paid by the County in 2025 (ten days after the settlement agreement is approved) and $3,357.60 will be recouped in 2026, when the Humane Society's annual invoice is paid. RECOMMENDATION: The Board of County Commissioners previously approved the settlement amount in open session. Arm's length negotiations resulted in the final settlement language, which already has been approved by the Humane Society. Accordingly, staff recommends approving and signing the attached settlement agreement forthwith. DEPARTMENT CONTACT: Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney at Extension 219. REVIEWED BY: N 51<95— Jo . Peters, County Administrator Date 2 SETTLEMENT AGREEMENT This Agreement is between Jefferson County Washington, a municipal corporation "the County" and the Humane Society of Jefferson County, Washington, a 501(c)(3) non-profit organization incorporated in the state of Washington (UBI No. 602 872 668, "the Humane Society")(collectively the Parties), which is effective when the last party signs this Agreement. WHEREAS, the County owns an Animal Shelter facility at 112 Critter Lane, Port Townsend, Washington(the Animal Shelter); and WHEREAS, on April 30, 2024, the Parties entered into an Operating Agreement for the Jefferson County Animal Shelter and Related Services(the Operating Agreement);and WHEREAS, prior to the execution of the Operating Agreement,Jefferson County would perform or pay for repairs on the Animal Shelter or equipment at the Animal Shelter; WHEREAS, under Section 6 of the Operating Agreement, Payments by the County, the County agreed to provide the following financial support to the Humane Society in consideration for the services it provides pursuant to the Operating Agreement, including: A.The County shall provide$50,000 per year in 2024 increasing 3%in every subsequent year covered by this Agreement. For clarity, these amounts are: 2025 - $ 51, 500, 2026 - $53,045, 2027 - $ 54,636, 2028 - $ 56,275. The County shall remit the full amount once invoiced by the Humane Society. B. The County shall reimburse the Humane Society for the cost of utilities (water, electrical, propane, trash pickup, telephone and Internet) and maintenance at the Animal Shelter for the duration of this Agreement. The County shall remit the full amount once invoiced by the Humane Society. C. The Humane Society shall submit an annual invoice to the County by January 31 of each year for the prior calendar year' s utilities expenses and annual financial support payment as outlined in this Section 6. The County shall remit payment to the Humane Society for the annual invoice within forty-five(45)days of receipt;and WHEREAS,under Section 7 of the Operating Agreement, Payment for On-Going Utilities, the County agreed that subject to the reimbursement requirement in Section 6.C., the Humane Society shall assume and directly pay all utilities at the Animal Shelter, including but not limited to: A. City Water(presently with City of Port Townsend); B. Electrical (presently with Jefferson County Public Utility District# 1); C. Propane(presently with Sunshine Propane); D.Garbage; E.Telephone; F. Internet;and WHEREAS, a walk in freezer exists at the Animal Shelter, which the Humane Society asserts is essential for its operations at the Animal Shelter; WHEREAS, in March 2025, repairs to the walk-in freezer were discussed by the County and the Humane Society,and it was agreed that repairs by a vendor, Mayda, were needed; WHEREAS,according to a letter from the Humane Society dated May 27,2025 sent to the County's Director of Central Services, Shawn Frederick: • March 23, 2025: HSJC submitted maintenance request for malfunctioning freezer • March 25,2025: County personnel (Ben Johnson) performed initial repairs at no cost to HSJC • March 26, 2025: After Mayda's inspection ($861.89) recommended compressor replacement ($5,853.3 I), HSJC specifically asked if the County would cover costs and was explicitly told "Yes we will be covering the cost" • March 27,2025: Based on this assurance, HSJC authorized the repair • April 2, 2025: County personnel (Matt Court) reversed position, claiming the freezer had been"transferred to the Humane Society" (Bold in original; italics added.); WHEREAS, the County and the Humane Society agree the costs of the two MAYDA invoices dated April 3, 2025, invoice numbers i93432 and i93390, related to the walk-in freezer repairs are covered by the Operating Agreement; WHEREAS,the Humane Society claims the Mayda's invoice numbers i93432 and i93390 should be paid in addition to the amounts required by payments under Section 6 of the Operating Agreement and the County disagrees; WHEREAS,the Humane Society agrees going forward that it owns the walk in freezer and the County is not responsible for any equipment repairs, including any repairs to the walk in freezer, and understands and agrees that employees of the County will no longer be performing any equipment repairs; WHEREAS, the Parties have a longstanding, good working relationship, and wish to resolve this matter amicably; 2 WHEREAS, the Parties wish to settle and resolve any claims and potential claims arising out of, or relating to, repairs for the walk-in freezer, subject to the terms and conditions of this Agreement;and, WHEREAS, the purpose of this Agreement is to forever settle and resolve all disputes regarding repairs for the walk-in freezer,claims and controversies between and among the parties related to the walk-in freezer,existing as of the date the last Party signs this Agreement. NOW THEREFORE, the Parties by and through their signatures agree to settle on the following terms: 1. Consideration. The Parties agree as follows: 1.1. Within 10 days of the effective date of this agreement,the County shall reimburse the Humane Society for the two MAYDA invoices referenced above,dated April 3,2025, invoice numbers i93432 and i93390, which total $6,715.20. 1.2. The Humane Society shall accept a reduced payment on its next invoice under the Operating Agreement, Sections 6 and 7. For 2026,the County would normally be required to pay $53,045. However, this reduction means the County shall not pay more than $49,687.40to the Humane Society for 2026. 2. Release. The Parties agree to not bring any claims against each other, including any other claims for damages, debts, losses, expenses, warranty, attorney's fees, rights of action, and causes of action, whether statutory,contractual, based in tort,and whether at law or in equity, past, present or future, known or unknown, that may exist concerning the ownership or repair of the walk-in freezer that exist on the date the last Party signs this Agreement. 3. Representations and Warranties. The Parties represent and warrant as follows: 3.1. That Humane Society expressly has the authority to execute this Agreement and that this Agreement as so executed shall be binding upon the Humane Society, administrators, agents,representatives,successors, and assigns; 3.2. That, upon approval of the Board of County Commissioners,the County expressly has the authority to execute this Agreement and that this Agreement as so executed shall be binding upon the County, its agents, representatives, successors,and assigns; 3.3. That the representations, terms, and conditions of this Agreement shall endure forever and shall survive the execution of this Agreement and the settlement of the claims described in it;and, 3.4. That the Parties have read and fully understand and assent to the representations, terms, and conditions of this Agreement. 4. General Conditions. The parties agree to the following general conditions: 3 4.1. Controlling Law. It is understood and agreed that this Agreement is entered into in the State of Washington. It is agreed that this Agreement shall be governed by and construed in accordance with the laws of the United States and of the State of Washington as if applied to transactions entered into and to be performed wholly within Washington between Washington residents. No Party shall argue or assert than any law other than Washington law applies to the governance or construction of this Agreement. 4.2. Entire Agreement. No representation or promise not expressly contained in this Agreement has been made. The Parties to this Agreement further acknowledge that they are not entering into this Agreement based on any promise or representation,expressed or implied,which is not expressly contained in this Agreement. This Agreement supersedes any prior agreement with respect to those subjects embraced within this Agreement. This Agreement memorializes the entire agreement of the Parties. 4.3. No Assignment. The Parties represent, warrant and agree that they have not assigned, transferred, conveyed, encumbered or in any manner otherwise disposed of all or any portion of the claims,actions,causes of action,suits,potential causes of action,demands,disputes, rights, obligations, or interests of any nature or kind whatsoever covered by this Agreement, whether before or after they occurred, regardless of whether they have occurred as of the date of this Agreement. 4.4. No Inducements. The Parties acknowledge that there have been no inducements or representations upon which any of the Parties have relied entering into this Agreement, except as expressly set forth in this Agreement. 4.5. No Third-Party Beneficiaries. The Parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a Party. 4.6. Modification of this Agreement. This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of all the Parties. 4.7. Signature in Counterparts. The Parties agree that separate copies of this Agreement may be signed by each of the Parties and this Agreement will have the same force and effect as if all the Parties had signed the original. 4.8. Electronic Signatures. The Parties agree that electronic signatures sent by email will have the same force and effect as original signatures. 4.9. Cooperation. The Parties agree that they shall facilitate, in good faith, the effectuation of this Agreement. 4.10. Voluntary Undertaking. The Parties acknowledge that they have read this Agreement and are fully aware of the contents of this Agreement and its legal effect. 4.11. Investigation and Complete Understanding. The Parties acknowledge that they have made such investigation of the facts pertaining to this Agreement and all matters contained herein as they deem necessary,desirable,or appropriate. The Parties expressly understand that the 4 facts later may turn out to be other than or different from the facts now known or believed to be true. The Parties expressly assume the risk of such different facts and agree that all provisions of this Agreement shall remain in all respects effective and enforceable and not subject to termination or rescission by reason of any such different facts. 4.12. Independent Legal Advice and Investigation. In entering into this Agreement, the Parties acknowledge that they have had the opportunity to receive independent legal advice from their own counsel and have relied on their own investigation and upon the advice of their own attorney with respect to the advisability of making the settlement provided in this Agreement. 4.13. No Oral Waiver. No term or provision of this Agreement will be considered waived by either Party,and no breach excused by either Party,unless such waiver or consent is in writing signed on behalf of the Party against whom the waiver is asserted. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other,different,or subsequent breach by either Party. 4.14. Opportunity to Consult with Legal Counsel. All Parties agree they had the opportunity to have the assistance and advice of competent,independent legal counsel in reviewing this Agreement. 4.15. Joint Negotiating and Drafting Effort. The Parties acknowledge and agree that the negotiating of this Agreement has been a joint effort by the Parties and that this Agreement shall not be deemed negotiated solely by any one of the Parties. The terms of this Agreement shall be interpreted fairly and in accordance with their intent and not for or against any one of the Parties. The Parties further acknowledge and agree that each of the Parties possess equal bargaining power with respect to this Agreement. The Parties agree and acknowledge that while the County drafted this Agreement, a draft version was sent around to all Parties to review, comment, and edit prior to final signature by all Parties. 4.16. Admissibility of this Agreement. Any evidence of the existence, terms or negotiation of this Agreement shall be inadmissible in any litigation,provided,however,that such evidence may be offered in any dispute concerning this Agreement itself and the Parties may offer such evidence in response to any allegation of misconduct by them. This Agreement has been entered into in reliance upon the provisions of Rule 408 of the Federal Rules of Evidence ER 408, and similar state law provisions in other states which preclude the introduction of evidence regarding settlement negotiations or agreements. 4.17. No Admission of Liability. The payment of the amounts described in this Agreement is for the compromise of disputed claims,and neither such payment nor its receipt shall be construed as an admission by either Party. By entering into this Agreement,the Parties make no admission that they have any liability or obligation to each other or to any other person. Each Party understands and agrees that nothing in this Agreement is intended to nor shall be deemed nor construed to be an admission of liability by any Party in any respect or to any extent whatsoever. 4.18. Severability. Provided it does not result in a material change in the terms of this Agreement, if any provision of this Agreement or the application of this Agreement to any person 5 or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 4.19. Additional Documents and Action. Each Party to this Agreement agrees to execute, or cause their counsel or representatives to execute on their behalf,any additional documents and to take any further action which may reasonably be required to fulfill the obligations of the Parties under this Agreement. IN WITNESS WHEREOF,the undersigned have executed this Settlement Agreement on the date inserted by their respective signatures. (SIGNATURES FOLLOW ON NEXT PAGES) 6 JEFFERSON COUNTY Dated: By: Heidi Eisenhour,Chair Jefferson County Board of Commissioners STATE OF WASHINGTON ) ss COUNTY OF JEFFERSON ) SUBSCRIBED AND SWORN to before me this day of , 2025 by Heidi Eisenhour, known to be the Chair of the Board of County Commissioners of Jefferson County. Notary Public in and for the State of Washington, residing at My Commission Expires 7 HUMANE SOCIETY Dated: MoV_ 34 le- I $ 20 Z By: Qa-9-)„ Pam Kolacy, Board President The Humane Society of Jefferson County STATE OF WASHINGTON ) ss COUNTY OF JEFFERSON ) SUBSCRIBED AND SWORN to before me this I b day of IlJd�I ir-, 2025 by Pam Kolacy, known to be the Board President of the Humane Society of Jefferson County. r:27/nzi C � ANNA C BROWN NotaryPublic in and for the State of Notary Public ` State of Washington Commission#77938 Washington, residing at P+ f4-ca-1 My Comm. Expires Jun 22, 2029 My Commission Expires L Z 2u Zci 8