HomeMy WebLinkAboutPSA for Animal Control Facility - Letter of Understanding Anne PflugLETTER OF UNDERSTANDING
Animal Control Facility and Services Consulting Contract)
BY THIS LETTER OF UNDERSTANDING dated this M73day of March, 2015, the cities of
Kennewick, Pasco, and Richland, as confirmed by the undersigned respective City Managers, agree to secure
the services of a qualified consultant to develop a "white paper" that identifies suggested alternatives and
procedures for a cooperative animal control facility; and to meet the needs of three cities and to provide
intergovernmental facilitation services to assist the parties in developing long-term animal control for the
cities.
The City of Pasco shall secure the services under the Professional Services Agreement with Anne
Phlug, d/b/a "The Other Company", according to the terms, conditions and scope of services identified in the
Professional Services Agreement attached hereto and incorporated herein by reference as Exhibit A.
The City of Pasco shall administer the contract for the benefit of all three cities. The costs of services
as provided under the Professional Services Agreement shall be divided equally between the cities of
Kennewick, Pasco and Richland; and each city shall, within thirty (30) days of invoice, pay their
proportionate share. The ownership and use of all documents, studies and reports by the Consultant during
the term of this Agreement, shall be fully accessible to all three cities and their designated representative.
All three cities shall participate in all interviews, requests for documents and information, reasonably
required by the Consultant for the fulfillment of the terms of the Professional Services Agreement. For the
purpose of this Agreement, the cities of Kennewick and Richland shall be considered third -party
beneficiaries under the Professional Services Agreement. In the event of a request for modification of the
Professional Services Agreement, amendment and/or modification may be authorized by the City Managers.
This Letter of Understanding is to be effective on the day and year first written above upon which,
the City of Pasco shall be authorized to enter into a Professional Services Agreement attached hereto as
Exhibit A.
CITY OF NNEWICK:
By:
Mane MosIjy, City Mana cr
CITY OF PASCO:
By:
ave Za*QC.K Managerr —
CITY ICHLA/NfD:
By: Iw
dy Johnson, City Manager
Letter of Understanding - 1
Date: S
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PROFESSIONAL SERVICES AGREEMENT
PROJECT TITLE AND IDENTIFICATION WORK DESCRIPTION
NUMBER
Develop a "white paper" that identifies next
intergovernmental Animal Control Facility and steps and lays out available cooperative animal
Services Consulting Contract control facility and service alternatives and the
alignment of the parties interests with those
alternatives. The contractor would also provide
intergovernmental facilitation services upon
request.
CONSULTANT CONSULTANT CONTACT
Anne Pflug DBA The Other Company Anne Pflug, Proprietor
The Other Company
909 E Manitoba Ave
Ellensburg, WA 98926
PROJECT ADMINISTRATOR MAXIMUM AMOUNT PAYABLE, IF ANY
Rick Terway, Director
Administrative & Community Services
Pasco, WA 99301 20,060 plus hourly and expenses for facilitation
as requested.
509.543.5757
Professional Services Agreement— Intergovernmental Animal Control Project
Page 1
asC
Exhibit A
COMPLETION DATE
Five months from date of execution of
agreement.
PROFESSIONAL SERVICES AGREEMENT
Intergovernmental Animal Control Facility and Services Project
THIS AGREEMENT is made and entered into between the City of Pasco, a Washington
Municipal Corporation, hereinafter referred to as "City", and Anne Pflug, DBA The Other
Company, hereinafter referred to as "Consultant."
RECITALS
WHEREAS, the cooperating cities and counties in Benton and Franklin County
Washington desire to have certain services and/or tasks performed as set forth below requiring
specialized skills, training, equipment, and other supportive capabilities; and
WHEREAS, the City of Pasco is acting as the project coordinator for the cooperating
cities and counties; and
WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills,
experience, equipment, and necessary capabilities to perform the services and/or tasks as set
forth in this Agreement upon which the City is relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein, the parties agree as follows:
1. Scope of Services. The Consultant shall perform such services and accomplish such
tasks, as identified and designated as Consultant's Responsibilities throughout this
Agreement, and as more particularly described in Scope of Work detailed in Exhibit A,
attached hereto and incorporated herein (the "Project").
2. Term. This Project shall begin on the date of final execution by the signatories to the
agreement and promptly be completed within five calendar months of the date of
execution. Facilitation services may be provided outside of the five month window as
mutually agreed in writing.
Professional Services Agreement—Intergovernmental Animal Control Project
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3. Compensation and Payment.
3.1 Payment for services provided hereunder shall be made as provided in Exhibit A.
Such payment shall be full compensation for work performed or services
rendered, and for all labor, materials, supplies, equipment, and incidentals
necessary to complete the Project.
3.2 No payment shall be made for any services rendered by the Consultant except for
services identified and set forth in this Agreement except as may be authorized by
a written supplemental agreement approved by the City.
3.3 The City shall pay the Consultant for work performed under this Agreement upon
timely submitted invoices detailing work performed and expenses for which
reimbursement is sought. The City shall approve all invoices before payment is
issued. Payment shall occur within thirty (30) days of receipt and approval of an
invoice.
4. Reports and Inspections.
4.1 The Consultant as the City may require, shall furnish to the City such statements,
records, studies, surveys, reports, data, and information as the City may request
pertaining to matters covered by this Agreement.
4.2 Consultant shall maintain books, records and documents related to the
performance of this Agreement. These records shall be subject, at all reasonable
rimes, to inspection, review, or audit as provided above.
4.3 The Consultant shall retain all books, records, documents or other material
relevant to this Agreement for three (3) years after its expiration. Consultant
agrees that the City, or its designee, shall have full access and right to examine
any of said materials at all reasonable times during this period.
5. Ownership and Use of Documents.
5.1 All research, preliminary data, information and documents made, collected, or
prepared by the Consultant for performing the services subject to this Agreement,
as well as any final product, collectively referred to as "work product," shall be
deemed as the property of the City. Consultant may not use them except in
connection with the performance of the services under this Agreement or with the
prior written consent of the City.
5.2 In the event of Consultant's default, or in the event that this Agreement is
terminated prior to its completion, the work product of the Consultant, along with
a summary of the services performed to date of default or termination, shall
become the property of the City, and tender of the work product and summary
shall be a prerequisite to final payment under this Agreement. The summary of
Professional Services Agreement—Intergovernmental Animal Control Project
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services provided shall be prepared at no additional cost, if the Agreement is
terminated through default by the Consultant. If the Agreement is terminated
through convenience by the City, the City agrees to pay Consultant for the
preparation of the summary of services provided.
6. Public Records.
6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56
RCW "Public Records Act." All preliminary drafts or notes prepared or gathered
by the Consultant, and recommendations of the Consultant are exempt prior to the
acceptance by the City or public citation by the City in connection with City
action.
7. Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved; subject
to the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of the Consultant.
No agent, employee, officer or representative of the Consultant shall be deemed to
be an employee, agent, officer, or representative of the City for any purpose, and
the employees of the Consultant are not entitled to any of the benefits or
privileges the City provides for its employees. The Consultant will be solely and
entirely responsible for its acts and for the acts of its agents, employees, officers,
subcontractors or representatives during the performance of this Agreement.
7.2 In the performance of the services provided in this Agreement, Consultant is an
independent contractor with full authority to control and direct the performance of
the details of the work, however, the results of the work contemplated herein must
meet the approval of the City and shall be subject to the City's general rights of
inspection and review to secure the satisfactory completion thereof.
7.3 The Consultant shall comply with all State and Federal laws including, but not
limited to:
7.3.1 The definition requirements of RCW 50.04.140 (Employment Security).
7.3.2 RCW 51.08.195 (Industrial Insurance).
8. Indemnification.
8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers,
officials, agents, employees, and volunteers from any and all claims and causes of
action, including, but not limited to, actions of law or administrative proceedings
for all injuries to persons or damages to property, and all losses, damages,
demands, suits, judgments, including attomey fees, arising out of, or as a result
Professional Services Agreement— Intergovernmental Animal Control Project
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of, or in connection with the work performed under this Agreement, and caused or
occasioned in whole or in part by reason of errors, negligent acts or omissions of
the Consultant or its subcontractors in the performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City, its officers,
employees, agents, and volunteers.
8.2 This waiver has been mutually negotiated by the parties, and the provisions of this
section shall survive the expiration or termination of this Agreement.
9. Insurance. The Consultant shall procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damage to property which
may arise from or in connection with the performance of the work hereunder by the
Consultant, its agents, representatives, employees, or subcontractors.
9.1 Minimum Scone of Insurance. Consultant shall obtain insurance of the types
described below:
9.1.1 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. If necessary, the policy shall be endorsed to provide contractual
liability coverage.
9.1.2 Commercial General Liability insurance shall be written on ISO
occurrence form CG 00 01 and shall cover liability arising from premises,
operations, independent contractors and personal injury and advertising
injury. The City shall be named as an insured under the Consultant's
Commercial General Liability insurance policy with respect to the work
performed for the City.
9.1.3 Professional Liability insurance appropriate to the Consultant's profession.
9.2 Minimum Amounts of Insurance. Consultant shall maintain the following
insurance limits:
9.2.1 Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
9.2.2 Commercial General Liability insurance shall be written with limits no
less than:
1,000,000 aggregate
9.2.3 Professional Liability insurance shall be written with limits no less than:
1,000,000 aggregate
Professional Services Agreement — Intergovernmental Animal Control Project
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9.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed
to contain, the following provisions for Automobile Liability, Professional
Liability, and Commercial General Liability insurance:
9.3.1 The Consultant'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 Consultant's
insurance and shall not contribute with it.
9.3.2 The Consultant's insurance shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
9.4 Acceptability of Insurers. Insurance is to placed with insurers with a current A.M.
Best rating of not less than A: VII.
10. Nondiscrimination. In the performance of this Agreement, the Consultant will not
discriminate against any employee or applicant for employment on the grounds of race,
creed, color, national origin, sex, marital status, age or the presence of any sensory,
mental or physical handicap; provided that the prohibition against discrimination in
employment because of handicap shall not apply if the particular disability prevents the
proper performance of the particular worker involved. The Consultant shall ensure that
applicants are employed, and that employees are treated during employment in the
performance of this Agreement without discrimination because of their race, creed, color,
national origin, sex, marital status, age or the presence of any sensory, mental or physical
handicap. Consultant shall take such action with respect to this Agreement as may be
required to ensure full compliance with local, State and Federal laws prohibiting
discrimination in employment.
11. Termination.
11.1 Termination for Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than ten (10) business days written
notice in advance of the effective date of such termination.
11.2 Termination for Cause. If the Consultant fails to perform in the manner called for
in this Agreement, or if the Consultant fails to comply with any other provisions
of this Agreement and fails to correct such noncompliance within five (5)
business days of written notice thereof, the City may terminate this Agreement for
cause. Termination shall be effected by serving a notice of termination on the
Consultant setting forth the manner in which the Consultant is in default. The
Consultant will only be paid for services and expenses complying with the terms
of this Agreement, incurred prior to termination.
12. General Provisions.
Professional Services Agreement — Intergovernmental Animal Control Project
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12.1 For the purpose of this Agreement, time is of the essence.
12.2 The Project Administrator for the purpose of this Agreement shall be:
12.2.1 For the City:
12.2.2 For the Consultant:
13. Dispute Resolution.
Rick Terway
525 North 3rd
Pasco WA 99301
Anne Pflug
909 E Manitoba Ave
Ellensburg, WA 98926
13.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington, and it is agreed by each party
hereto that this Agreement shall be governed by the laws of the State of
Washington.
13.2 In the event of a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, the Project Administrators, or their designees,
shall first meet in a good faith effort to resolve such dispute. In the event the
dispute cannot be resolved by agreement of the parties, said dispute shall be
resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties
waiving the right of a jury trial upon trial de novo, with venue placed in Pasco,
Franklin County, Washington. The substantially prevailing party shall be entitled
to its reasonable attorney fees and costs as additional award and judgment against
the other.
14. Nonwaiver. Waiver by the City of any provision of this Agreement or any time
limitation provided for in this Agreement, shall not constitute a waiver of any other
similar event or other provision of this Agreement.
15. Integration. This Agreement between the parties consist in its entirety of this document
and any exhibits, schedules or attachments verified by initials as a part of Exhibit A. Any
modification of this Agreement or change order affecting this Agreement shall be in
writing and signed by both parties.
16. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Consultant respectively.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
Professional Services Agreement — Intergovernmental Animal Control Project
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CITY OF PASCO, WASHINGTON
David ZAe Ci anager
31 ?-
Date
AT S
A A00 /17
Debbie Clark, City Clerk
APP AS TO FORM:
Leland B. Kerr, City Attorney
CONSULTANT
Anne Pflug U v
dei /0' a0/S
Date
Professional Services Agreement— Intergovernmental Animal Control Project
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Exhibit A
Scope of Work
Benton/Franklin City -County Intergovernmental Animal Control Facility and Services Consulting
Contract
I. Purpose of Consulting Contract
The purpose of the contract work desired by cooperating cities and counties in Benton and Franklin
County Washington is to move forward on the replacement of the existing animal control facility by
developing a "white paper" that identifies next steps and lays out available cooperative animal control
facility and service alternatives and the alignment of the parties interests with those alternatives. The
contractor would also provide intergovernmental facilitation services upon request related to decision
making and intergovernmental cooperation in the area of animal control.
II. Contract Approach
White Paper
Using site visits, interviews, internet sources, published documents and analysis of available data from
existing and potential animal control providers in Benton and Franklin counties, prepare a formal written
report in electronic format for the decision makers of cooperating cities and counties. The white paper
will be submitted through the project coordinator (the City of Pasco) within four months of the execution
of a signed contract by the parties. The parties are the Other Company, a sole proprietorship of Anne
Pflug, and the City of Pasco, as project coordinator on behalf the cooperating jurisdictions.
Data elements and analysis
At a minimum, documentation and data will be collected from the existing animal control authority and
its facility located in Pasco; West Richland's animal control proposal; the Benton -Franklin County
Humane Society; and Benton County animal control. Potential sites, current and future capacity,
demand and facility requirements would be explored with each cooperating entity. The 2009 Shelter
Planners of America Needs Assessment and Building Program study will be used as a base document.
Appropriate service models, demand management strategies, benchmarks and best practices would be
gathered from available sources.
Interviews
Interviews will be conducted with City and County officials and staff, the humane society, the animal
control authority and any additional stakeholders identified by the parties. Jurisdictional interests
including level and type of service requirements, customer service expectations, potential demand
management strategies, cost limitations, funding and alternative cooperative arrangements will be
explored in the interviews.
Professional Services Agreement— Intergovernmental Animal Control Project
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Analysis and alternatives
Using the data, interviews and identified interests of the parties outlined above a white paper would be
developed that would include alternatives available to decision makers and:
Identification of the current and future demand and capacity for animal control services and
facilities in Benton and Franklin counties
Statements of alternative animal control program scope, service area and demand management
strategies
Statement of future facility requirements and assumptions for each identified alternative animal
control arrangement
o Discussion of alternative facility site and/or service configuration, their capacity and
characteristics
o Discussion of cost and funding alternatives
o Discussion of risks and risk mitigation
o Discussion of alternatives alignment with the stated interests of the parties
Discussion of next steps, implementation requirements and timeline
Facilitation Services
The contractor will provide facilitation services, if requested, for intergovernmental meetings involving
the cooperating cities and counties. The contractor would work with the designated chair of the group
to develop meeting agendas and coordinate needed meeting material and subject matter expert
presentations. Meeting logistics coordination such as scheduling, meeting room arrangements including
AV equipment, agenda packet publication and distribution, meeting notification, record keeping and any
other logistical arrangements, will be provided by the cooperating local governments.
In the event that draft or formal agreements are developed as a result of the intergovernmental
meetings any needed legal services will be provided by the cooperating local governments.
III. Products
The following products are anticipated:
1) A draft white paper for approval by the project coordinator in the form of a graphic report (MS
Publisher) and any needed appendices that can be adapted for web publication and/or Power Point
presentation.
2) A final white paper. Final white paper in the form of a graphic report and any needed appendices
delivered within 10 days from receipt of final comments on the draft from the project coordinator.
3) Two presentations to designated groups of the report's findings.
4) Agenda development coordination and meeting facilitation.
This project does not include additional or updated cost estimates of facility construction or site
planning, environmental or land use review, building design or preliminary planning. Once an alternative
Professional Services Agreement — Intergovernmental Animal Control Project
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or preliminary alternative is selected then the parties would need to proceed to detailed feasibility and
environmental review and preliminary design, if needed.
IV. Hours and Cost Estimate
Kickoff meeting -3 hours
On-site/phone interviews, follow up and data gathering (21 interviews) — 25 hours
Potential and existing site visits and data/photos (five to eight) —12 hours
Web/Document/Data Review -8 hours
Analysis of data and interview material - 38 hours
Draft Report -40 hours
Final Report -10 hours
Two presentations of report - 6 hours (includes preparation)
Check in and project coordination - 6 hours
Agenda coordination and meeting facilitation, as requested, approximately 6 to 8 hours for a
two hour meeting (includes meeting preparation and follow up).
Total white paper project hours 148 @ $125.00 per hour = $18,500 plus reimbursable expenses
estimated at $1,560.
V. Contract Terms
Hourly rate: $125.00 per hour
Reimbursable Expenses: Mileage, hotel and meal expenses at customary City of Pasco rates. Printing
and phone costs will be billed at cost. There is no hourly charge for travel time to Tri -cities.
Billing: The contract coordinator will be billed monthly for hours worked to date.
Contract administrator: The cooperating cities and counties through the contract coordinator, the City
of Pasco City Manager's office, will assign an individual to work with the consultant throughout the
project and provide any needed guidance, feedback and support as defined below.
Contract Coordinator Support: When interviews and meetings are required then a staff person would be
assigned to make introductions to stakeholders as needed, gather documents, coordinate meetings and
make appointments so that the cooperating governments are not charged for those tasks at the
consultant's hourly rate. Assistance from an attorney providing general legal counsel to the Animal
Control Authority may also be required in the event that draft agreements are needed or interpretation
of language in existing contracts, ordinances or state statutes is required. Assistance from a staff
member knowledgeable about the Animal Control Authority budget and monthly revenue and
expenditure receipts may also be required.
VL Contractor Contact Information
Professional Services Agreement— Intergovernmental Animal Control Project
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The Other Company
Anne Pflug
909 E Manitoba
Ellensburg, WA 98926
Phone: 509-925-2608
Cell: 425-785-8557
E-mail: AnnePflug@gmail.com
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