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HomeMy WebLinkAboutHumane Society of Jefferson County - 1222140111 LICENSE AG EMENT for THE HUMANE SOCIETY OF JEFFERSON COUNTY WA for ANIMAL SHELTER OPERATIONS AND RELATED SERVICES WHEREAS, Jefferson County owns and maintains an Animal.Shelter facility at 112 Critter Lane, Port Townsend, Washington; and WHEREAS, Jefferson County Code provides for dog and cat licensing, kennel licensing, and animal shelter services in Jefferson County; and WHEREAS, the Humane Society of Jefferson County WA is a 501(c)(3) non-profit organization incorporated in Washington State and registered as a charitable organization with the Washington Secretary of State for the purpose to "operate the Jefferson County animal shelter and the adoption of abandoned and unwanted animals through providing food, shelter, veterinary care, supplies, equipment, and shelter staffing;" and WHEREAS, the Humane Society wishes to license the Animal Shelter facility and provide on behalf of Jefferson County the daily Animal Shelter operations within the facility to temporarily shelter, care for, and find suitable homes for companion animals, and provide for the disposal of deceased animals at the shelter, and to act as a licensing agent for the County, in 2014, 2015 and 2016, and potentially in additional years; and WHEREAS, the Humane Society agrees to assume the cost of all utilities for the facility during the license period; and WHEREAS, to enhance the functionality and efficiency of the facility and the operations therein, the Humane Society may wish to provide for improvements to the existing facility, and may wish to provide for expansion of the facility, and the parties wish to annually review the respective capital and financial capacities of the Humane Society and the County for this purpose; and WHEREAS, the Humane Society and County mutually recognize that assumption by the Humane Society from the County of financial responsibility for some or all the costs of regular maintenance and capital maintenance of the facility may better ensure the long term upkeep and operability of the facility, and the parties wish to annually review the respective capital and financial capacities of the Humane Society and the County for this purpose; and WHEREAS, Jefferson County desires to support the transition of the cost of regular and capital maintenance of the shelter to assure continued quality shelter services for the community, while reducing its burden on County finances for other essential public services; and WHEREAS, the Humane Society and the County also wish to allow for Humane Society operations of shelter and related services for companion animals from within the boundaries of the City of Port Townsend, consistent with an Agreement for Animal Services executed Animal Shelter License Agreement Page 1 of 19 between the Humane Society and the City of Port Townsend, hereinafter "Humane Society -City of Port Townsend Animal Services Agreement;" and WHEREAS, the Humane Society and the County first entered into an Agreement for Shelter and Related Services on November 14, 2011, and executed new license agreements on April 16, 2012, and on December 24, 2012; and WHEREAS, providing for continued Humane Society operations in the existing Animal Shelter facility and animal and kennel licensing ensures uninterrupted shelter operations, and promotes the efficiency of these important services to the public and to the County; and WHEREAS, the benefits to Jefferson County include but are not limited to the Humane Society providing the County with: operation of the shelter including staffing, supplies, and utilities; provision of veterinary services to shelter animals; impounding of animals seized by the County and providing 24-hour access to the Shelter; training of County staff to impound animals; disposal of dead animals delivered by the County; providing shelter services to the citizens of Jefferson County for stray companion animals from unincorporated county areas; providing adoption and spay/neuter services for unwanted companion animals; administration of animal licensing and renewals for dogs and cats in unincorporated county areas; administration of kennel licensing and renewals; and WHEREAS, the Humane Society and the County desire to provide for continued Humane Society operations at the County's Animal Shelter facility located at 112 Critter Lane, and for continued service as a Licensing Agent for the County; NOW, THEREFORE, in consideration of the terms, conditions, covenants and performances contained herein and mutually bargained for and exchanged, IT IS MUTALLY AGREED AS FOLLOWS: THIS LICENSE (or "Agreement") is made by and between Jefferson County, a political subdivision of the State of Washington and a municipal corporation ("County"), and the Humane Society of Jefferson County WA, a 501(c)(3) non-profit organization incorporated in the State of Washington ("Humane Society"). 1. PREMISES: Jefferson County does hereby license to the Humane Society the Animal Shelter facility located at 112 Critter Lane, Port Townsend, Washington, commonly known as the Animal Shelter, as follows and as referenced in the facility diagrams attached hereto in EXHIBIT A: A. The building in its entirety that comprises the Animal Shelter; and B. The grounds and appurtenances of the Animal Shelter, including but not limited to the driveway south of entrance gate, parking area, septic system and all storage sheds, as shown in EXHIBIT A. 2. TERM: The term of this License shall be January 1, 2014 through December 31, 2016, except for Section 8. Records and Deliverables, which shall continue until the County determines that all Animal Shelter License Agreement Page 2 of 19 deliverables relating to Shelter operations and finances in 2016 have been met. This License may be extended upon written agreement mutually executed by the parties regarding the terms and conditions. 3. LICENSE FEE: The License Fee is ten dollars ($10.00) for each year. The License Fee for 2014 shall be paid after execution of this Agreement and no later than December 31, 2014, and on or before January 31 of each license year thereafter. 4. FACILITY MAINTENANCE FEE: The Facility Maintenance Fee paid by the Humane Society in 2014 and 2015 shall be $0. The parties agree to review and negotiate the scope and responsibility for facility maintenance and the Facility Maintenance Fee for 2016, and to establish the Facility Maintenance Fee for 2016 by written Amendment to this License mutually executed on or before September 30, 2015. 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. 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., the installment due on or before January 31, 2016 would be considered the Facility Maintenance Fee for the 1st quarter of 2016. 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. Animal Shelter License Agreement Page 3 of 19 S. LEASEHOLD EXCISE TAX: The Washington State Department of Revenue has determined that licensing the Animal Shelter to the Humane Society for its operation on behalf of the County is not subject to a Leasehold Excise Tax. 6. UTILITIES: The Humane Society will assume and directly pay all utilities at the Animal Shelter, including but not limited to: City Water (presently with City of Port Townsend) Electrical (presently with Jefferson County Public Utility District #1) Propane (presently with Sunshine Propane) Garbage Telephone Internet Jefferson County will continue to maintain the Septic System, unless otherwise agreed and executed in writing as an amendment to this Agreement. 7. USE: The Humane Society shall use the premises solely for the purposes of performing the duties of Shelter Operator and Licensing Agent on behalf of Jefferson County consistent with County Code and as described herein, and for no other purposes, without prior written consent of Jefferson County. A. The Humane Society shall be the County's designated Shelter Operator to furnish and maintain sheltering, handling and/or adoption of stray, impounded, and unwanted companion animals turned over to the Humane Society by Jefferson County personnel or residents of unincorporated Jefferson County, and provide adequate staff and volunteers for these purposes. The Humane Society shall operate the Animal; Shelter in compliance with applicable standards, including standards for kennels, shelters and animal welfare facilities as may be adopted in County Code. Companion animals are specifically defined as dogs and cats. Companion animals specifically exclude livestock (horses, cows, pigs, sheep, goats, fowl, etc.), venomous or dangerous reptiles and wild or exotic animals. Such facility shall include cat kennels and dog kennels, as well as provide for the humane disposal of sick and injured companion animals. B. The Humane Society shall operate the shelter and keep it staffed and open for the purposes of receiving companion animals and allowing such animals to be redeemed during regular business hours Tuesday through Saturday, or such other schedule that the Humane Society and the County Administrator may agree to in writing. C. The Humane Society shall furnish expendable equipment and supplies used in the performance of the Humane Society's obligations arising from its day to day operation of the Animal Shelter, except any equipment and supplies which Jefferson County expressly promises (elsewhere in this Agreement for Services) to furnish. Animal Shelter License Agreement Page 4 of 19 D. The Humane Society shall provide for the disposition of each County companion animal in the custody of the Animal Shelter as prescribed by County Code and by the County, including but not limited to impounding and boarding, identification and notice to owners if known, quarantining, redemption, veterinary care that the Humane Society deems appropriate, vaccinating, spay and neuter, adoption, transfer to another shelter, humane euthanasia, and disposal. The Humane Society shall charge applicable Shelter fees and costs as provided in County Code, including but not limited to, a surrender fee, impound fee, redemption fee, and board fee. Such Shelter fees may be reduced, waived or refunded where and as specifically provided in County Code. E. The Humane Society will provide for disposal (rendering or cremation) for deceased animals turned over to the Humane Society by Jefferson County or cats and dogs from unincorporated Jefferson County which may die during the time of sheltering. F. The Humane Society may provide additional services at the owner of an animal's request, such as euthanasia, cremation, and micro chipping. The Humane Society may charge applicable fees and costs as determined by the Humane Society for adoption, spay/neuter, euthanasia, cremation and micro chipping. G. The Humane Society shall maintain complete records and a computer data base of all animals received at the Animal Shelter and their disposition (i.e., returned to owner, adopted, transferred to another shelter, deceased, euthanized, etc., including an accounting of animals disposed of on behalf of Jefferson County). The Humane Society shall summarize the foregoing Shelter Report and provide it to the County by July 31 and January 31 of each year for the preceding six month period. H. The Humane Society shall establish and maintain 7 -day per week, 24-hour per day access for Jefferson County animal control officers to drop off live companion animals or carcasses outside of normal shelter hours. It is understood that this does not include Humane Society responsibility for care of sick or injured companion animals prior to admission to the shelter. I. The Humane Society shall provide orientation and training to Jefferson County regarding the Humane Society's shelter and its admissions policies, practices and other Humane Society operations as appropriate. J. The Humane Society shall provide forms for the Jefferson County Animal Control Officers to complete providing data relating to animals picked up by those Animal Control Officers for entry by the Humane Society into the database. K. Animals impounded by the County and awaiting disposition by the courts will be held for up to 5 days with board charged to Jefferson County at the rate of $10 per day for a dog and $5 per day for a cat. For animals impounded by Jefferson County personnel, after 5 days, board will be charged to Jefferson County at the board rate established in County Code. Animal Shelter License Agreement Page 5 of 19 L. The Humane Society shall provide weight measurements at time of admission for animals involved in cruelty investigation, per request of the County. This service will be offered for cases of 1 to 2 animals and may be repeated weekly as deemed necessary by the Veterinarian. Cruelty cases involving 3 to 6 animals seized by Jefferson County personnel would require advance notification in order to perform this service. Cases involving either 6 or more animals or animals needing detailed history and/or physical exams will require the involvement of a licensed veterinarian of Jefferson County's choice at County expense if initiated by Jefferson County personnel. M. The Humane Society shall be a Licensing Agent for Jefferson County for the sale, renewal, processing and tracking of County animal licenses and kennel licenses and shall collect license fees and late fees as established by Jefferson County. The Humane Society shall administer animal licenses and kennel licenses as prescribed by Jefferson County Code. The Humane Society shall maintain an accurate license database and provide the County a summary report by July 31 and January 31 of each year for the preceding six month period including the number and types of County licenses sold, and fees collected. N. The Humane Society shall retain all Shelter, Animal License and Kennel License fees and costs collected for County animals, and all such receipts shall be used exclusively for the cost of the operations and services provided to the County under this agreement, and shall not be used to support or subsidize services provided to others. O. As authorized by an Agreement for Animal Services executed between the Humane Society and the City of Port Townsend, the Humane Society may furnish and maintain sheltering, handling and/or adoption of stray, impounded, and unwanted companion animals turned over to the Humane Society by City personnel or residents of Port Townsend, and shall provide adequate staff and volunteers for these purposes; provided such services shall be consistent with the terms of this License Agreement, and if there is a conflict between the Humane Society -City Animal Services Agreement and this License Agreement, then the terms of this License Agreement shall prevail. Pursuant to a Humane Society -City of Port Townsend Animal Services Agreement, the Humane Society may also provide for disposal (rendering or cremation) services for animals turned over to the Humane Society by the City personnel or cats and dogs from within the City which may die during the time of sheltering. Pursuant to a Humane Society -City of Port Townsend Animal Services Agreement, for animals impounded by the City, board may be charged by the Humane Society to the City at the rate(s) established in the Humane Society -City Animal Services Agreement. Pursuant to a Humane Society -City of Port Townsend Animal Services Agreement, the Humane Society may also establish and maintain 7 -day per week, 24-hour per day access for City officers to drop off companion animals or carcasses outside of normal shelter hours. It is understood that this does not include Humane Society responsibility for care of sick or injured companion animals prior to admission to the shelter. As allowed by the City of Port Townsend, and pursuant to a Humane Society -City of Port Townsend Animal Services Agreement, the Humane Society may act as an agent in the sale of animal licenses and kennel licenses for the City of Port Townsend and collect fees as Animal Shelter License Agreement Page 6 of 19 established by the City. In such circumstances, the Humane Society shall maintain an accurate City license database and provide to both the City and the County'a summary report by July 31 and January 31 of each year for the preceding six month period of the number and types of City licenses sold and fees and other City revenues collected. If there is a Humane Society -City of Port TownsendAnimal Services Agreement, the Humane Society agrees to maintain complete records of all City animals received and their disposition (i.e., returned to owner, adopted, transferred to 'another shelter, deceased, euthanized, etc., and including an accounting of animals disposed of on behalf of the City); and the Humane Society shall report the foregoing on City animals to both the City and the County by July 31 and January 31 of each year for the preceding six month period. P. The Humane Society may not use the Animal Shelter: to provide shelter services to any jurisdiction in addition to the City of Port Townsend without prior written Amendment to this Agreement executed by both parties. Q. The County shall have no financial responsibility for costs associated with services related to companion animals from within the boundaries of the City of Port Townsend or any other jurisdiction, including but not limited to medical costs, and increased facility or utility costs. 8. RECORDS AND DELIVERABLES: A. The Humane Society will provide Jefferson County with: • Certificates of Insurance as required in this Agreement; • Copy of Humane Society's IRS Form 990 or 990EZ and schedules, each year when filed with the US Internal Revenue Service; • Balance Sheet of Assets and Liabilities by July 31 of each year for the preceding six month period, and January 31 after each year for the preceding twelve month period; • Profit and Loss Statement outlining income and expenses by July 31 of each year for the preceding six month period, and January .31 after each year for the preceding twelve month period; • Shelter reports as required in this Agreement; • Licensing reports as required in this Agreement; and • All other notices and deliverables as required in this Agreement. B. The Humane Society further agrees to make available at reasonable times during normal business hours all work-related records, data bases and documents for inspection by Jefferson County. 9. REPAIRS AND MAINTENANCE: Premises have been inspected and are accepted by the Humane Society in their present condition. The use of the Premises by the Humane Society shall be conclusive evidence that the Humane Society has inspected and knows the condition of the Premises and accepts the Premises "AS IS," "IN ITS PRESENT CONDITION," and "WITHOUT ANY WARRANTIES WHATSOEVER." The Humane Society shall keep and use the premises in accordance with applicable laws, ordinances, rules, regulations and requirements of governmental authorities. The Humane Society shall permit no waste, damage or injury to the Animal Shelter License Agreement Page 7 of 19 premises other than ordinary wear and tear. The Humane Society shall be solely responsible for daily and regular custodial functions for all areas of the premises, such as cleaning offices, receiving areas, kennels and outdoor runs; removing animal wastes; disinfecting contamination; and maintaining landscaping and grounds. Jefferson County shall maintain the premises in good repair and tenantable condition during the continuance of this License. Jefferson County's maintenance obligations shall include, but are not limited to the mechanical, electrical, plumbing, heating, ventilatingand air-conditioning systems (including replacement of filters as recommended in equipment service manual); exterior walls; all structural portions of the building (including the roof and the watertight integrity of same); porches, exterior lighting; and continuous satisfaction of all governmental requirements generally applicable to similar office buildings. For the purposes of so maintaining the premises, Jefferson County reserves the right to enter and inspect the premises and to make any necessary repairs to the building. Jefferson County reserves the right to close, or restrict access to any portion of the facility in an emergency or in the event that unsafe conditions arise. The Humane Society shall be solely responsible for security of and the safekeeping of any personal property belonging to the Humane Society (or any employee, representative or agent of the Humane Society) at or within the Premises as listed in Section.1 above. The parties further specify that the terms and conditions of the Section of this Agreement entitled "Hold Harmless and Indemnification" apply to the Humane Society's responsibility for security and safekeeping of any personal property there located at or upon the rooms listed here. 10. IMPROVEMENTS, ALTERATIONS, FIXTURES AND SIGNS: During,the existence of this License, upon the prior written authorization of Jefferson County, the Humane Society may make improvements and alterations, attach fixtures, and erect signs, in or upon the Premises hereby licensed in accordance with such standards or conditions the County may require. Such improvements, alterations, attachments of fixtures and erections of signs not included in the County's scheduled maintenance shall be at the Humane Society's sole cost and expense. Such authorization, standards or conditions shall be at the sole discretion of the County and shall not unreasonably be withheld. If the Humane Society desires to make improvements or perform maintenance by their own staff, this may only be done by prior written approval of the County Administrator for minor improvements, or as may be directed by the County, through a separate written agreement executed by both parties. Performance of any of the rights authorized above shall be conducted in compliance with all applicable governmental regulations, building codes, including obtaining any necessary permits prior to performing the work. Any fixtures or signs so placed in or upon or attached to the premises shall be and remain the property of the Humane Society and shall be removed by the Humane Society upon the termination of this License, unless otherwise agreed by the County. Any damage caused by the removal of any of the above items shall be repaired at the Humane Society's sole cost and expense. Authorized improvements and alterations to the Premises shall become the property of Jefferson County. Any alterations, fixtures or signs not authorized by the County shall be removed and the Premises returned to original condition at the sole expense of the Humane Society, unless otherwise agreed to by the County. Improvements to the Premises made at the request of the Humane Society that are Animal Shelter License Agreement Page 8 of 19 beyond necessary repairs and maintenance of the Premises shall be paid for by the Humane Society. 11. JEFFERSON COUNTY: In addition to other provisions of this Agreement, Jefferson County agrees as follows: A. The Humane Society is hereby authorized to be a Licensing Agent for Jefferson County for the sale, renewal, processing and tracking of County animal licenses and kennel licenses and shall collect license fees and late fees as established by Jefferson County, The County hereby authorizes the Humane Society to retain all Shelter, Animal License and Kennel License fees and costs collected for County animals, and all such receipts shall be used exclusively for the cost of the operations and services provided to the County under this agreement, and shall not be used to support or subsidize services provided to others. B. Until the Humane Society takes custody of the animal, Jefferson County is responsible for all emergency care of any animal that the County impounds. Jefferson County will be responsible for payment of care for impounded animals taken by Jefferson County to veterinary clinics prior to admittance to the Shelter. C. For animals brought to the Shelter by County officers, County officers will completely and accurately perform the data input required for shelter admission as well as scan each animal for microchips. The Society will create a shelter admissions policy and provide it to Jefferson County. 12. LIENS: The Humane Society shall keep the premises free from any liens arising out of any work performed for, materials furnished to, or obligations incurred by the Humane Society, and shall indemnify and hold Jefferson County harmless against the same. The License granted to the Humane Society pursuant to this Agreement may not be used by the Humane Society as security or collateral for any borrowing or purchase or lease of personal property. 13. SUBLETTING OR ASSIGNMENT: The Humane Society shall not sublet the whole or any part of the premises, nor assign this License, without the prior written consent of Jefferson County. This License shall not be assignable by operation of law. Any assignment shall not release the Humane Society from liability under this License unless the assignment states such. 14. DISASTER: In the event the licensed premises are destroyed or injured by fire, earthquake or other casualty so as to render the premises unfit for occupancy, and Jefferson County neglects and/or refuses to restore said premises to their former condition, then the Humane Society may terminate this License. In the event said premises are partially destroyed by any of the aforesaid means, the License Fee herein agreed to be paid shall be abated from the time of occurrence of such destruction or injury until the premises are again restored to their former condition, and any License Fee paid by the Humane Society during the period of abatement shall be credited upon the next installment(s) of License Fee to be paid. It is understood that the terms "abated" and "abatement" mean a pro rata reduction in the License Fee equal to the ratio of area Animal Shelter License Agreement Page 9 of 19 unsuitable for occupancy due to casualty loss to the total area of the Premises, as described in Section 1, above. 15. REIMBURSEMENT FOR DAMAGE TO PREMISES: The Humane Society agrees to reimburse Jefferson County for damages caused by the negligence of its employees, clients and agents, but in no event shall this paragraph be construed as diminishing Jefferson County's duty to make repairs as set forth in preceding paragraphs of this License, nor shall it be construed as making the Humane Society responsible for the repair of normal wear and tear. On demand, the Humane Society shall immediately pay to County the sum necessary to repair said damage. 16. HOLD HARMLESS AND INDEMNIFICATION: The Humane Society agrees to hold harmless, indemnify and defend (including all legal defense costs) Jefferson County and its officers, officials and employees from any.claim, liability, lawsuit or legal judgment arising from or out of the negligent or tortious actions or inactions of the Humane Society or its agents in its performance of the activities and services set forth herein in this agreement to be performed by the Humane Society. The Agreement to indemnify, defend and hold harmless Jefferson County by the Humane Society shall not apply to any loss, claim, liability, lawsuit or legal judgment arising from the sole negligence of Jefferson County officers, officials, or employees, or arising from their actions with respect to the handling or treatment of companion animals referred to in this agreement prior to the admission of such animals to the shelter and the assumption by the shelter and the Humane Society of the care and custody of such animals. Because the insurance to be obtained pursuant to this Agreement shall be "occurrence based the obligation of the Humane Society under this Section shall survive the termination of this Agreement if the claim, liability, lawsuit or legal judgment necessitating the indemnification and hold harmless of the County arises out of an occurrence that occurred during the term of this Agreement. Jefferson County will hold the Humane Society harmless from any damages or attorneys' fees or costs incurred by the Humane Society, as a result of litigation which (a) names the Humane Society and (b) involves a Jefferson County ordinance that is declared illegal or unenforceable and upon which the Humane Society relied in the performance of its obligations under this agreement. 17. COSTS AND ATTORNEYS FEES: If, by reason of any default or breach on the part of either party in the performance of any of the provisions of this License, a legal action is instituted, each party will be responsible for their own costs and attorney fees in connection therewith, unless otherwise agreed by the Humane Society and Jefferson County. It is agreed that the venue of any legal action brought under the terms of this License shall be Jefferson County Superior Court. 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 Animal Shelter License Agreement Page 10 of 19 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 insurance 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 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. 19. NO WAIVER OF COVENANTS: No conduct of a party shall constitute accord and satisfaction, unless contained in writing to such effect and signed by the parties. Any waiver by either party of any breach thereof by the other shall not be considered a waiver of any future similar breach. This License contains all the agreements between the parties; and there shall be no modification of the agreements contained herein except by written instrument. 20. SURRENDER OF PREMISES: The Humane Society agrees, upon termination of this License, to peacefully quit and surrender the premises, leave the premises neat and clean and to deliver all keys to the premises to Jefferson County. If Jefferson County elects to require the Humane Society to remove alterations, additions or improvements made by the Humane Society, then the Animal Shelter License Agreement Page 11 Of 19 Humane Society shall at its sole cost restore the premises to their previous condition, less reasonable wear and tear. 21. PERSONAL PROPERTY AND FIXTURES: All of the Humane Society's personal property and trade fixtures, if any, located in, on or about the Premises shall remain the Humane Society's property and the Humane Society may remove such personal property at any time during the Term provided the Humane Society is not in default under the terms of this License. Upon the expiration or sooner termination of this License, the Humane Society shall remove from the Premises its personal property and the personal property of any party other than the County. If the Humane Society shall fail to remove its personal property as provided in this Agreement, the Humane Society shall, upon demand, reimburse County for the documented cost of any such removal. Any personal property left on the Premises after the expiration or sooner termination of the Term, or after the Humane Society's vacation or abandonment of the Premises (hereinafter "Abandoned Property"), shall be deemed to have been abandoned and to have become the property of County to dispose of in County's sole and absolute judgment and discretion. The Humane Society shall reimburse County for any of County's documented court costs, attorney fees, and storage charges related to Abandoned Property. County may, at its option, sell Abandoned Property at private sale without notice or legal process, for such price as County may obtain, and apply the proceeds of such sale to any amounts due under this License from the Humane Society to County, including expenses incident to the removal and sale of Abandoned Property, or County may otherwise dispose of Abandoned Property. The Humane Society may continue to use County personal property at the County's sole discretion, but shall immediately return said personal property upon the County's request. In addition, the Humane Society shall promptly return any County personal property no longer in use, and shall return all County personal property on or before the last day of this License. 22. BINDING ON HEIRS, SUCCESSORS AND ASSIGNS: The covenants and agreements of this License shall be binding upon the heirs, executors, administrators, and successors and assigns of both parties hereto, except as herein above provided. 23. COMPLIANCE WITH LAW & RESTRICTIONS ON USE: The Humane Society shall comply with all applicable laws, regulations, policies or orders of any lawful governmental authority. The Humane Society agrees to take all steps necessary to comply with all federal, state and County laws and policies regarding nondiscrimination and equal employment opportunities. The Humane Society shall not discriminate in any employment action, use of volunteers or in providing public access to services subject to this agreement because of race, creed color, national origin or ancestry, religion, sex, gender identity, sexual orientation, age marital status, status as honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap. The Humane Society (and its invitees, licensees, contractors, agents, employees, or representatives) shall not use or occupy the Premises in violation of any statute, rule, ordinance, order, regulation or certificate of occupancy in effect and applicable to any part of thereof (hereinafter "Applicable Laws"). Nor shall the Humane Society do or permit to be done in or about the Premises, or any part thereof, or bring into, keep, or permit to be brought into or kept in or about the Premises, or any part thereof, anything that may constitute a waste, nuisance Animal Shelter License Agreement Page 12 of 19 or unreasonable annoyance to County, other tenants of the Premises and/or members of the general public. The Humane Society shall not cause or permit any unusual or objectionable odors to be produced upon or permeated in or about the Premises. Neither the Humane Society, nor any of the Humane Society's employees, servants, agents, contractors, licensees or invitees shall at any time bring or keep in or about the Premises any toxic, hazardous, flammable, combustible or explosive fluid, chemical or substance other than as reasonably necessary for the Humane Society's permitted uses of the Premises in accordance with this Section. The Premises is smoke free, and is drug and alcohol -free except for the medical treatment of animals at the shelter. 24. DEFAULT AND REMEDIES: The Humane Society shall be in default of this License on the occurrence of any of the following: A. Failure to pay the License Fee scheduled payment or other expenses when due; B. Failure to comply with any law, regulation, policy, or order of any lawful governmental authority; C. Failure to comply with any other provision of this License; D. Its vacation or surrender of the Premises prematurely, i.e., before the License expires or in any manner not consistent with this License A default shall become an event of default ("Event of Default") if the Humane Society fails to cure the default within the applicable cure period after Jefferson County provides the Humane Society with written notice of default, which specifies the nature of the default. For failure to pay the License Fee or other monetary defaults, the cure period shall be ten (10) working days. For other defaults, the cure period shall be fifteen (15) days. Upon an Event of Default, Jefferson County may terminate this License and remove the Humane Society by summary proceedings or otherwise. Upon an Event of Default, Jefferson County may also, without terminating this License, reassign the Premises to a County department or license it to a different entity, firm or person on any terms and conditions as Jefferson County in its sole discretion may decide are appropriate and obtain from the Humane Society any difference between the compensation obtained from that other entity, firm or person and the applicable License Fee that the Humane Society would otherwise owe. Jefferson County may at any time after reassigning elect to terminate this License for the previous Event of Default. 25. NOTICE: Wherever in this License written notices are to be given or made, they will be sent by United States mail to the address listed below unless a different address shall be designated in writing and delivered to the other party. All notices, requests, demands and other communications required by this Agreement shall be in writing and, except as expressly provided elsewhere in this Agreement, shall be deemed to have been given at the time of delivery if personally delivered or at the time of mailing if mailed by first class, postage pre -paid and addressed to the party at its address as stated in this Animal Shelter License Agreement Page 13 of 19 Agreement or at such address as any party may designate at any time in writing. Notice to JEFFERSON COUNTY shall be sent to: For County facility, licensing or payment issues: Jefferson County Administrator's Office Attn: Philip Morley, County Administrator P.O. Box 1220 Port Townsend, WA 98368 For animal control issues: Jefferson County Sheriffs Office Attn: Sheriff David Stanko 79 Elkins Road Port Hadlock, WA 98339 Notice to the HUMANE SOCIETY shall be sent to: Humane Society of Jefferson County WA Attn: Paul Becker, President P O Box 845 Port Hadlock, WA 98339 26. ACCESS AND COUNTY'S RIGHT OF ENTRY: County reserves and shall at any and all reasonable times have the right to enter the Premises, inspect the same, show the Premises to prospective purchasers or assignees, inventory County personal property, or effect any maintenance or repair of the Premises required; provided, however, that the business of the Humane Society shall not be unreasonably interfered with. For each of the aforesaid purposes, County shall at all times have and retain access (physical and/or electronic) with which to unlock all the doors, in, upon and about the Premises, excluding the Humane Society's safes, drug storage cabinet, and files. The County shall also have the right to use any and all means which County may deem proper to open said doors in an emergency, in order to obtain entry to the Premises, without liability to the Humane Society except for any failure to exercise due care for the Humane Society's property. In addition, County shall have the right at any and all reasonable times to enter the Premises to perform any act with regard thereto that County, in its sole and absolute judgment and discretion, deems necessary to assure compliance with applicable laws. Any entry of the Premises by County by any of said means or otherwise shall not, under any circumstances, be construed or deemed to be forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of the Humane Society from the Premises or any portionthereof provided said entry relates to emergency purposes as aforesaid. County shall be responsible for issuing keys (physical or electronic) to the Humane Society Director, and said keys or all copies thereof shall remain the property of Jefferson County. Upon the expiration of this License or the Humane Society's vacation of Premises, the Humane Society shall turn in to the County all such copies or keys to the Premises. When a the Humane Society employee or officer leaves the Humane Society, the Humane Society shall first collect all keys to Animal Shelter License Agreement Page 14 of 19 the Premises in said employee's or officer's possession. The Humane Society shall promptly report to the County any lost or stolen keys. 27. VACATION OF PREMISES; HOLDING OVER: Upon expiration of the License, the Humane Society shall promptly vacate the Premises on or before the day the License expires. If the Humane Society holds over (continues to occupy the Premises) past the expiration or earlier termination of the License without the express written consent of County, which consent may be granted or withheld by County in its sole and absolute judgment and discretion, then the Humane Society shall be a Licensee at sufferance only and otherwise subject to the terms, covenants and conditions herein specified insofar as applicable, except that the License Fee and Facility Maintenance Fee shall be ONE HUNDRED TWENTY-FIVE PERCENT (125%) of the License Fee and Facility Maintenance Fee in effect on the date of such expiration or termination. Said increased License Fee shall be payable on or before the 10th of the first month of the year for which payment is being made and the increased Maintenance Fee shall be payable once a month on or before the 10th of the month for which payment is being made. Acceptance by County of a License Fee and/or the Maintenance Fee after the expiration of the License or earlier termination thereof shall not result in a renewal of this License. The foregoing provisions of this Section are in addition to and do not affect County's right of re-entry or any other rights of County hereunder or as otherwise provided by law. The Humane Society hereby indemnifies and agrees to hold harmless County from all loss, injury or liability arising from the Humane Society's failure to surrender the Premises upon the expiration or termination of this License. 28. GOVERNING LAW; VENUE: This License shall be governed by and construed in accordance with the laws of the state of Washington. County and the Humane Society agree that venue of any action between the parties relating to the License shall be in Jefferson County, Washington, 29. RECORDING: Except as may be otherwise required by law, neither Party may record this License, nor any memorandum hereof, without the prior written consent of the other party. 30. AUTHORIZED SIGNATURES: This License requires the signature of all parties and shall become effective as of the date of the last signature below. The person or persons who execute this License on behalf of their respective party warrant that they have the authority to bind their respective party to the terms and obligations of this License. Animal Shelter License Agreement Page 15 of 19 31. SEVERABILITY: Any provision of this License which proves to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof, and such other provisions shall remain in full force and effect. IN WITNESS VVHEREOF Jefferson County and the Humane Society have signed this License Agreement this Z day of December, 2014. HUMANE SOCIETY OF JEFFERSON COUNTY WA /y Paul Becker, President Date ATTEST: "1 Signature of A uthorized Individual Date NAME, TITLE JEFFERSON COUNTY BOARD OF COMMISSIONERS John AWin, Chai WWWWWATIAM David W. Sullivan, Member ATTEST: Ax Carolyn Aveo, Deputy Clef of the Board AP ROVED AS TO F RM:UU David Alvarez, Chief Civil fje�buty Prosecutor Animal Shelter License Agreement Page 16 of 19 EXHIBIT A PREMISES That portion of Jefferson County Parcel Number 001083012 in Section 8, Quarter Section SW1/4, Township 30N, Range 1W; in Jefferson County Fire Protection Short Plat Lot 1; located at 112 Critter Lane, Port Townsend, Washington, and as shown in Figures 1-4 below, including the building in its entirety that comprises the Animal Shelter; and the grounds and appurtenances of the Animal Shelter, including butnot limited to the driveway south of the entrance gate, parking area, septic system and all storage sheds. Animal Shelter License Agreement Page 17 of 19 FIGURE 1: Parcel Map T r:+Gaf�13099 tlOtfl%i:4�Jap ! I i,. i r � ¢ i i 3 j A5t0$4Cj9t 'iYJ"3dLtQt2� 0010"M COMM? 001064W? w1omm 001wao 3 00"O AWa 5 3=%Eit.Y r O010840lS -0010&4010 004M40t0; WdOn Traits Rd +� rtrarnn wg y x t sx az 001084014 0010 cats 966600004, _OOf0B3f%ki vQE(kbY.AiS 0010840133 ,'{6Jt084t}13 {Xi36Wt(%)2 0010E+10iA4 001083033 00*%4046 ? 004Ca3g021 I� 991WO401 _._ .. Ctattkt Aag W47OW1501 001084M � '�f,t?34Y3.'k92'= 0sMsIx ,21 t08'l317 mow. C7 ... 9SO?'W40 V', ��""�«_ `a i}rt�Q}��.LirJ4.., �VSf°ItX34di4 *Y..�?'1tXi4C1i - 1;0108X44? W700461 tx4atx4a01!, 00t171024 001174f%2a Animal Shelter License Agreement Page 17 of 19 Animal Shelter License Agreement Page 18 of 19 FIGURE 2: Premises Diagram Landfill Road Heavy dot-daoh line ..0 . Indieater, approximate rnin. location of �xIotlnq clear' �� _.--———— — — — — —— ...-- waGerline�authof � , " ( Landfill Road ia Wetland IPralnie(dserve �, I See enlarged Site. Plan, oheet A2 for parking layout and locations of utilltler, +� I Ijj �— Tranoforrner N I.C. . , � I A f Cap endo "4 �, ! f I Propane tank IN.I.G. -- ..._......_. � t. —...,... �_..._% 1 Pinienelon t"'oint-oee A2 Infiltration— j7 t Trench I Service l Entrance and +i I Service Parking i I I I Animal Shelter I I t— ...... -- — — — ... — — — — — .,.. — — — J KEY: - - - - - - - - - denotes Premises Boundary, except for Driveway Animal Shelter License Agreement Page 18 of 19 FIGURE 4 ANIMAL SHELTER BUILDING AERIAL PHOTO 112 CRITTER LANE, PORT TOWNSEND, WA Animal Shelter License Agreement Page 19 Of 19 Consent Agenda Commissioners Office JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Philip Morley, County Administrator, DATE: December 22, 2014 SUBJECT: License Agreement for Animal Shelter and Related Services; Humane Society of Jefferson County Wa; January 1, 2014 — December 31, 2016. STATEMENT OF ISSUE: The County Commissioners are requested to approve a license agreement for animal shelter and related services with the Humane Society of Jefferson County covering the years 2014 - 2016. ANALYSIS: The County owns the Animal Shelter at 112 Critter Lane, near the County transfer station. The proposed agreement with the Humane Society of Jefferson County would have this non-profit organization continue operation of the shelter. Under the proposed License Agreement, the Humane Society would license the Animal Shelter to furnish sheltering, handling and/or adoption of stray, impounded and unwanted companion animals from unincorporated Jefferson County, dispose of deceased animals, and act as a licensing agent for the County for dogs and cats and kennels. The Humane Society is authorized to provide similar services to the City of Port Townsend for companion animals from within the City, should the City and the Humane Society so agree. FINANCIAL ANALYSIS: The Humane Society assumes responsibility for all daily staffing, supplies and all utilities for Shelter Operations, and pays to the County a $10 annual License Fee. In 2014 and 2015, the County General Fund will pay for facility maintenance costs, which is subject to further negotiation and License amendment for 2016. RECOMMENDATION: It is recommended that the Board of County Commissioners pass a motion to execute the proposed License Agreement. D Y�� Philip Morl y, ounty Administr r Date Philip Morley 1820 Jefferson Street PO Box 1220 Port Townsend, WA 98368 TO: File FROM: Philip Morley, County Administrator DATE: December 18, 2014 SUBJECT: Sole Source Justification for Animal Shelter License Agreement with Humane Society of Jefferson County Wa This memo outlines the sole source justification for the proposed License Agreement for the Humane Society of Jefferson County Wa for Animal Shelter Operations and Related Services. Jefferson County owns and maintains an Animal Shelter facility at 112 Critter Lane, Port Townsend, Washington. Jefferson County Code provides for dog and cat licensing, kennel licensing, and animal shelter services in Jefferson County. Up through the end of 2011, the Sheriff Office operated the Animal Shelter and conducted licensing as an internal County function. Since January 1, 2012, the Humane Society of Jefferson County WA (hereafter the Humane Society) has been Jefferson County's sole shelter operator and licensing agent. The Humane Society is a 501(c)(3) non-profit organization incorporated in Washington State and registered as a charitable organization with the Washington Secretary of State, specifically for the purpose to "operate the Jefferson County animal shelter and the adoption of abandoned and unwanted animals through providing food, shelter, veterinary care, supplies, equipment, and shelter staffing." For a period of years leading up to 2012, the Sheriff's Office sought an animal welfare organization to take over shelter operator and licensing agent functions on behalf of the County, but none could be found. Ultimately, the Sheriff Office had to resort to developing a pool of volunteers who were trained by Sheriff Office staff in the operation of the Shelter and in Licensing and who assisted in carrying out these functions as Sheriff Office volunteers for several year. Once they had the capacity and operating experience, and with the help of a Reserve Deputy Sheriff, they were charted nationally and incorporated as a non-profit Humane Society. The Humane Society assumed independent operation of the shelter and of licensing by a License Agreement with the County beginning in 2012, and has performed smoothly ever since By virtue of its unique history of formation, training and operation, coupled with the remote nature of Jefferson County in relation to other organizations, the Humane Society has unique expertise, skills and knowledge to operate the County's Animal Shelter and to perform as licensing agent for individual animal licenses and for kennel licenses, and is the only available organization with the demonstrated interest and capacity to do so. Phone (360) 385-9100 Fax (360) 385-9382 pmorley(aco.jefferson.wa.us CONTRACT REVIEW FORM CONTRACT WITH: Humane Society of Jefferson County CONTRACT FOR: Animal Shelter and Related Services TERM: 01/01/'14-12/31/'16 COUNTY DEPARTMENT: For More Information Contact: Contact Phone #: Administrator/Sheriff s 100 I RETURN TO: Julie Shannon RETURN BY: ASAP (Person in Department) AMOUNT: $10/yr license fee each year paid to County Revenue: $10/ Expenditure: N/A Matching Funds Required: N/A Sources(s) of Matching Funds N/A Source of Funds N/A PROCESS:Eenitil�ioin BfdI'roes Consultant Selection Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ X Other: Sole Sourr�e Step 1: REVIEW BYRI EN Review by: r47 Date Reviewed: �( APPROVED FORM ❑ Returned for revision (See Comments) CommentsJ► Step 2: REVIEW BY PROSECUTING TTO NEY Review by: l -.VA Date Reviewed: APPROVED AS TO FORM ❑ Returned for revision (See Comments) Comments Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL Submit originals and 9 copies of Contract, Review Form, and Agenda Bill to BOCC Office. Place "Sign Here" markers on all places the BOCC needs to sign. MUST be in BOCC Office by 5 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.)