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HomeMy WebLinkAbout121916_ca06Consent Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners FROM: Philip Morley, County Administrator DATE: December 19, 2016 SUBJECT: Amendment #1 to License Agreement for Animal Shelter and Related Services; Humane Society of Jefferson County STATEMENT OF ISSUE: The County Commissioners are requested to approve Amendment #1 to the License Agreement for Animal Shelter and Related Services with the Humane Society of Jefferson County, extending the term of the Agreement through December 31, 2018. ANALYSIS: The County owns the Animal Shelter at 112 Critter Lane, near the County transfer station. The Animal Shelter is operated bar the Humane Society of Jefferson County WA under a License Agreement for Animal Shelter Operations and Related Services. The current License was executed in 2014 and expires at the end of 2016. The proposed Amendment #1 would extend the License term through the end of 2018, and for any future extension beyond 2018, states the County and the Humane Society would negotiate a facility Maintenance Fee paid by the Humane Society, if any (the County presently covers maintenance costs). A technical correction is also made to insurance boilerplate contract provisions. FINANCIAL ANALYSIS: The Humane Society operates the Shelter at its own cost, pays for all utilities, and pays the County a $10 annual License Fee. If the License Agreement is extended beyond 2018, the Humane Society and County will negotiate whether the Humane Society would also help pay for the facility's maintenance and depreciation in future years, presently absorbed by the County. RECOMMENDATION: It is recommended that the Board of County Commissioners pass a motion authorizing execution of the proposed Amendment #1 to the License Agreement. REVIEWED BY: taw — Philip Morley unty Admin or `�3ff� Date AMENDMENT #1 to LICENSE AGREEMENT for THE HUMANE SOCIETY OF JEFFERSON COUNTY WA for ANIMAL SHELTER OPERATIONS AND RELATED SERVICES WHEREAS, Jefferson County (County) and the Humane Society of Jefferson County WA (Humane Society) entered into a License Agreement for Animal Shelter Operations and Related Services on December 22, 2014 (License Agreement); and WHEREAS, the original term of the License Agreement expires after December 31, 2016; and WHEREAS, the County and the Humane Society wish to extend the term of the License Agreement through December 31, 2018; and incorporate other changes to reflect the evolving operations of the Animal Shelter and the Humane Society; NOW, THEREFORE, the License Agreement for Animal Shelter Operations and Related Services between the County and the Humane Society, as executed on December 22, 2014, is hereby amended as follows: A) Section 2. Term of the License Agreement is hereby amended as follows: 2. TERM: The term of this License shall be January 1, 2014 through December 31, 2018, except for Section 8. Records and Deliverables, which shall continue until the County determines that all deliverables relating to Shelter operations and finances in 2018 have been met. This License may be extended upon written agreement mutually executed by the parties regarding the terms and conditions. B) Section 4. Facility Maintenance Fee is hereby amended as follows: 4. FACILITY MAINTENANCE FEE: The Facility Maintenance Fee paid by the Humane Society in 2014 through 2018 shall be $0. The parties agree to review and negotiate the scope and responsibility for facility maintenance and the Facility Maintenance Fee for any year after 2018, and to establish such Facility Maintenance Fee by written Amendment to this License mutually executed. The Facility Maintenance Fee may include all or some of the following: A. The annual maintenance costs as published in the Jefferson County annual Facilities Cost Recovery calculation prepared in July of each year for the following year by the Central Services Department, excluding any utilities paid directly by the Humane Society; and B. The annual depreciation costs for the facility as calculated in the annual Jefferson County Cost Allocation prepared by the Auditor's office to cover the cost of major or non -routine repair and maintenance and/or improvements to the facility. Amendment #1: Animal Shelter License Agreement Page 1 of 3 As an illustration, if a Facility Maintenance Fee existed and were calculated for 2013 per the method above, the total Facility Maintenance Fee would be calculated as follows: ILLUSTRATION Annual Maintenance Cost 2013: $ 25,138.00 Depreciation 2013: $ 7,025.00 Facility Maintenance Fee: $ 32,163.00 Any Facility Maintenance Fee shall be paid in four equal quarterly installments on or before January 31, April 30, July 31, and October 31 of that year. Each installment shall be considered the Facility Maintenance Fee applicable to the quarter of the year in which it is due, i.e., an installment due on or before January 31, 2019 would be considered the Facility Maintenance Fee for the 1st quarter of 2019. In case of the Humane Society's holdover past the expiration date of the License or the date the License terminates, then the Facility Maintenance Fee, shall be 1/12th of the then -current annual Facility Maintenance Fee amount calculated pursuant to the methodology listed in Section 26 payable and due on or before the 10th of each month for that current month of the holdover. C) Section 18. Insurance is hereby amended as follows: 18. INSURANCE: The Humane Society shall maintain with respect to the Premises commercial general liability insurance in the minimum limit of $1,000,000 single occurrence, $2,000,000 aggregate for property damage (for damage or injury to the personal property and improvements owned by the Humane Society and located at the Premises) and/or bodily injuries and death, and shall name Jefferson County as an additional insured. The Humane Society shall furnish Jefferson County a certificate indicating that A) the insurance policy is in full force and effect, B) Jefferson County has been named as an additional insured, and C) the policy may not be canceled unless thirty (30) days prior written notice of the proposed cancellation has been given to Jefferson County. Such insurance shall be considered primary by all parties. Jefferson County shall maintain on the building in which the premises are located a policy of standard fire insurance with extended coverage in the amount of its replacement value. Proceeds of any such insurance shall be applied to the restoration of the building and the premises if the building and/or premises are to be restored pursuant to the provisions hereof. Any proceeds remaining after such restoration shall belong to Jefferson County. Any coverage for third party liability claims provided to the County by a "Risk Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any policy of insurance the Contractor must provide to comply with this Agreement. If the proof of insurance or certificate indicating the County is an "additional insured" to a policy obtained by the Contractor refers to an endorsement (by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of the Amendment #1: Animal Shelter License Agreement Page 2 of 3 Contractor to obtain the full text of that endorsement and forward that full text to the County. If the Humane Society fails to obtain or maintain any policy of insurance required under this License, or if any such policy is canceled or modified during the term of this License without Jefferson County's consent, Jefferson County may obtain such insurance, in which case the Humane Society shall reimburse Jefferson County for the cost of such insurance within fifteen (15) days after receipt of a statement that indicates the cost of such insurance. The Humane Society's failure to provide and keep in force the aforementioned insurance will be regarded as a default hereunder, entitling County to exercise any or all of the remedies provided in this License for default. In the event of a nonrenewal, cancellation, or material change in the coverage provided, 30 days' written notice will be furnished to Jefferson County prior to the date of nonrenewal, cancellation, or change. Such notice shall be sent to the Clerk of the Jefferson County Commissioners, P.O. Box 1220, Port Townsend WA 98368. Jefferson County has no obligation to report occurrences unless a claim is filed with Jefferson County, and Jefferson County has no obligations to pay premiums on such insurance. Said insurance shall be "occurrence" based rather than "claim" based. D) Except as set forth in this Amendment #1, all other terms of the original License Agreement for Animal Shelter Operations and Related Services executed on December 22, 2014 remain in full force and effect. IN WITNESS WHEREOF Jefferson County and the Humane Society have signed this License Agreement this day of December, 2016. HUMANE SOCIETY OF JEFFERSON COUNTY WA Paul Becker, President JEFFERSON COUNTY BOARD OF COMMISSIONERS Date Kathleen Kier, Chair ATTEST: Carolyn Avery, Deputy Clerk of the Board APPROVERIS TO FORM: Michael Haas, Prosecuting Attorney Amendment #1: Animal Shelter License Agreement Page 3 of 3