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PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made this 24th day of July 19} between the CITY OF MOSCOW, a municipal corporation of the state of Idaho (hereinafter referred to as the "City"), and the HUMANE SOCIETY OF THE PALOUSE, INC., a non-profit corporation, P. 0. Box 8847, Moscow, ID 83843 (hereinafter referred to as the "Society"). RECITALS WHEREAS, the City has, pursuant to its police power, enacted ordinances and procedures for the control of animals and welfare of animals within the city limits; and WHEREAS, the City employs a part-time animal control officer for the enforcement of animal control ordinances; and WHEREAS, the City has taken steps to construct a new animal shelter facility (hereinafter referred to as the "Facility") for the care of lost and stray animals; and WHEREAS, the City lacks sufficient personnel to adequately staff and administer the operations of the proposed Facility; and WHEREAS, the Society operates an animal shelter pursuant to lease on formerly city owned property (the "Humane Society Building") ; and WHEREAS, said "Humane Society Building" was constructed at the cost of the Society and is being displaced in favor of the new use of the formerly city-owned property as a site for a low income housing development; and WHEREAS, said lease has been terminated through the mutual consent of the parties; and WHEREAS, the Society desires to provide staff and administrative personnel to the City for the operations of the proposed Facility for a consideration; and WHEREAS, the City Council finds it to be in the best interests of the citizens of the City to agree with the Society to provide certain staffmg and administrative services to the City for the operations of the proposed Facility; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: PERSONAL SERVICES AGREEMENT PAGE 1 95-60 ---PAGE BREAK--- ARTICLE I. SOCIETY'S RESPONSIBILITIES For consideration provided by the City, the Society agrees to provide the following servtces: A. The Society is hereby authorized to assume the day to day management and operation of the Facility and to operate such Facility consistent with the City's obligations to provide animal control services and in accordance with best practices and to standards enumerated by the Humane Society of the United States, unless such standards are superseded by the specific provisions of this Agreement. B. The Society shall provide impoundment and kennel services, including sustenance for each animal delivered to the Facility by the City of Moscow Animal Control Officer or other City personnel. C. The Society shall impound each licensed or unlicensed dog placed at the Facility by the City of Moscow Animal Control Officer or other City personnel for a minimum period of six ( 6) days, excluding weekends and holidays, in order to allow sufficient time for the dog to be claimed by its owner, PROVIDED that the City may specify that the dog may be held for a longer or shorter period of time, for purposes including, but not limited to, quarantine or euthanization. After the applicable impoundment period has elapsed, the dog may be adopted, sold or euthanized according to the standards enumerated by the Humane Society of the United States, unless such standards are superseded by the specific provisions of this Agreement. However, the number of dogs held at the Facility shall not exceed maximum standards of occupancy in accordance with the Humane Society of the United States guidelines, PROVIDED that the Chief of Police may grant permission to exceed such limitations for specified periods of time to meet special circumstances. Such permission shall be made in writing. Nothing in this paragraph shall relieve the Society of the obligation to take all licensed or unlicensed dogs brought to the Facility by the City of Moscow Animal Control Officer or other City personnel. D . I n the event that such dog is claimed by its owner, the Society shall, prior to release of such dog to the owner: 1. Collect from such owner, if applicable, the fees as required by the City, associated with such dog running at large; and 2. Collect from the owner any license fee for such dog as required by the City. The Society shall issue a City license to all dogs adopted by City residents, and shall collect the costs of such license from such resident; and PERSONAL SERVICES AGREEMENT PAGE2 ---PAGE BREAK--- 3. Collect from the owner any fees for the collection and care of such dog, as such fees are established from time to time by the City Council. E. The Society shall faithfully account to the City for all city-assessed fees or other City moneys collected at the Facility. Such fees shall remain the property of the City. The Society may charge fees for adoption of animals, which fees shall remain the property of the Society. F. The Society shall be responsible for the kennel services costs of animals donated or brought to the Facility. Kennel services costs shall include all costs of care of such animals, including, but not limited to food, kennel cleaning supplies, ordinary veterinary care, and grooming. The City shall be responsible for extraordinary veterinary care of dogs brought to the Facility by City personnel, provided that the Society shall, as a condition precedent, advise the City of the necessity of such extraordinary veterinary care and obtain City approval for such extraordinary veterinary care. For purposes of this section, "extraordinary veterinary care" shall be defined as veterinary care that is necessary to preserve the health of such dog and which exceeds fifty dollars ($50.00) in cost. G. The Society shall be responsible for the costs of euthanization of any animals not brought to the Facility by City personnel or at the direction of the City. H. The Society shall make detailed reports to the Chief of Police detailing all services provided to the City by the Society. Such reports shall include, but not be limited to: 1. The date animals are brought to the Facility, including the name or names of the person(s) bringing the animal into the Facility; 2. The type of animal and description; 3. The general facts and circumstances regarding such animal; and 4. Documentation of City funds expended or received by the Society. Such documentation shall not be deemed to require the Society to provide documentation of the actual expenses of each individual animal brought to the Facility by the City. I. The Facility may accept animals for sheltering from persons or entities other than the City, but the Facility shall give first priority for sheltering of animals brought to the Facility by City personnel. J. The Society and the City shall employ good public relations techniques and shall treat the public courteously in discharging services pursuant to this Agreement. PERSONAL SERVICES AGREEMENT PAGE3 ---PAGE BREAK--- K. The Society shall recommend any changes in the City's policies, procedures or ordinances to the City Council on at least an annual basis. ARTICLE II. COMPENSATION A. For services rendered by the Society pursuant to this Agreement, the City shall pay to the Society Twenty-Five Thousand Two Hundred Dollars ($25,200.00) per annum for each year of the term of this Agreement, subject to automatic increases as set forth in Article II(B). Such compensation shall be paid to the Society in twelve (12) equal installments. B. Modification of Compensation Amount The compensation to be paid the Society by the City as defined in Article II.A. may be adjusted for the second and subsequent years of the term hereof to reflect changes in the Society's cost of operations, as reflected by fluctuations in the Consumer Price Index as published in the Survey of Current Business as published by the U.S. Department of Commerce, Bureau of Economic Analysis. Every year the compensation shall be adjusted for each ensuing year in a percentage amount equal to Eighty percent (80%) of the net percentage change of the Consumer Price Index, for the prior one year period. ARTICLE III. CITY'S RESPONSIBILITIES A. Upon impoundment of licensed dogs brought to the Facility by the Animal Control Officer or other city personnel, the Animal Control Officer shall immediately notify the owner thereof. B. The City shall provide input to the Society regarding the method of operation of the Facility, provided that City policy shall also be guided by the standards enumerated by the Humane Society of the United States, unless such standards are superseded by the specific provisions of this Agreement. C. The City shall be responsible for the costs of euthanization of any animals brought to the facility by City personnel, or at the direction of the City, and for the disposal of such euthanized animals. ARTICLE IV. FACILITY HOURS/ACCESS The Society shall provide public access to the Facility no less than four hours per day, excluding Sundays and City recognized holidays. City personnel shall have twenty-four hour access to the Facility. PERSONAL SERVICES AGREEMENT PAGE4 ---PAGE BREAK--- ARTICLE V. BUILDING MAINTENANCE The parties shall perform repair and maintenance on the Facility in accordance with the following delegation of responsibilities. A. Responsibilities Delegated to the City 1. The City shall be responsible for exterior maintenance of the Facility and major repairs to the Facility, including but not limited to repair, maintenance or replacement of fixed building equipment, HVAC, roof and plumbing; and repair and replacement of sidewalks and water, sewer and irrigation lines appurtenant to the Facility. The City shall also be responsible for painting the Facility. 2. The City shall be responsible for water, sewer, electric and garbage services costs for the Facility. 3. The City shall be responsible for snow removal from the Facility parking lot. B. Responsibilities Delegated to the Society 1. The Society shall be responsible for performing general maintenance to the interior of the Facility, including but not limited to: replacement of light bulbs, cleaning of carpets and other general janitorial and maintenance servtces. 2. The Society shall not be responsible for maintenance to the exterior of the Facility, other than the following, which shall be the responsibility of the Society: mowing, weeding, irrigation, and general grounds maintenance. 3. The Society shall be responsible for telephone service costs for the Facility. 4. The Society shall be responsible for snow removal from Facility grounds, except the Facility parking lot, but including all sidewalks on or adjacent to the Facility grounds. It shall be the responsibility of the Society to give prompt and timely notice to the City of the occurrence of any conditions which are the responsibility of the City to repair, maintain or replace by the terms of this Agreement. Failure of the Society to give such timely notice shall be deemed material and may be considered by the City as a breach of this Agreement. PERSONAL SERVICES AGREEMENT PAGES ---PAGE BREAK--- ARTICLE VI. INSURANCE Each party warrants that it shall obtain, and will maintain at its expense for the duration of this Agreement, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage for its principals and employees for the services to be performed hereunder. The comprehensive general liability insurance shall have, at a minimum, a coverage limit of at least FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per claim, and ONE MILLION DOLLARS ($1,000,000.00) aggregate. The amounts of such insurance shall not be deemed a limitation of the indemnity and hold free and harmless covenant contained in Article IX herein, and in the event the City or the Society becomes liable for an amount in excess of such insurance coverage, that party shall indemnify and hold the other party free and harmless for the whole thereof. Each party shall furnish the other party with policies or certificates of insurance to demonstrate that they have procured such insurance and that the other party has been named as an additional insured therein. Such policies or certificates shall contain the following provision: "It is agreed that (the other party) is added as an additional insured under this Policy and the coverage provided hereunder shall be primary insurance and not contributing with any other insurance available to (the other party) under any other third party liability policy. It is further agreed that the 'other insurance' condition of this policy is amended to conform therewith." Such policies or certificates of insurance shall contain the covenant of the insurance carrier that thirty (30) day's written notice shall be given to the other party prior to modifications, cancellations or reduction in coverage of such insurance. The City shall maintain casualty insurance, including property damage and fire insurance for the Facility and fixtures. Such insurance shall not extend to the contents of the Facility belonging to the Society. The Society shall assume the risk of loss to the contents of the Facility belonging to the Society and shall undertake, in its discretion, to insure against such loss or damage. ARTICLE VII. COMPLIANCE WITH LAWS The Society agrees that it shall conduct its operations pursuant to this Agreement in conformance with all applicable laws, ordinances and regulations of all governmental and regulatory agencies having jurisdiction. The Society shall undertake a continuing program of monitoring to ensure compliance with all applicable federal, state, county and municipal PERSONAL SERVICES AGREEMENT PAGES ---PAGE BREAK--- laws and regulations as well as directions of the City Council or Chief of Police to ensure safe and efficient operations and to administer funds paid to the Society by the City. The City agrees that it shall conduct its operations pursuant to this Agreement in conformance with all applicable laws, ordinances and regulations of all governmental agencies having jurisdiction. ARTICLE VIII. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between the Society and the City by the terms of this Agreement. It is understood by the parties hereto that the Society is an independent contractor and as such neither it nor its employees, if any, are employees of the City for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE IX. CONSTRUCTION AND VENUE It is agreed that this Agreement shall be construed under and governed by the laws of the state of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the county of Latah. ARTICLE X. INDEMNIFICATION The Society waives any and all claims and recourse against the City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to the Society's performance of this Agreement except for liability arising out of the sole negligence of the City or its officers, agents or employees. Further, the Society shall indemnify, hold harmless, and defend the City against any and all claims, demands, damages, costs, expenses or liability arising out of the Society's performance of this Agreement except for liability arising out of the sole negligence of the City or its officers, agents or employees. The City waives any and all claims and recourse against the Society, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to the City's performance of this Agreement except for liability arising out of the sole negligence of the Society or its officers, agents or employees. Further, the City shall indemnify, hold harmless, and defend the Society against any and all claims, demands, damages, costs, expenses or liability arising out of the City's performance of this Agreement except for liability arising out of the sole negligence of the Society or its officers, agents or employees. PERSONAL SERVICES AGREEMENT PAGE7 ---PAGE BREAK--- ARTICLE XI. MODIFICATION AND ASSIGNABILITY OF CONTRACT This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. The Society may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of the City. Any subcontractor or assignee so authorized shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. ARTICLE XII. TERMINATION OF AGREEMENT A. Termination for Cause. If either party determines that the other party has failed to comply with the terms and conditions of this Agreement, either party may terminate this Agreement in whole or in part at any time before the date of completion, as follows: If either party fails to comply with any of the terms and conditions of this Agreement, the other party must give notice, in writing, to that party of any or all deficiencies claimed. The notice shall be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period as specified in the notice, which time shall not exceed sixty ( 60) days, the party may, with no further notice, declare this Agreement to be terminated. In the event of such termination, the Society will thereafter vacate the Facility within sixty (60) days. Then and in that event the Society agrees that it shall leave the Facility building and grounds in substantially the same condition as such existed on the commencement date of this Agreement. The Society further agrees that its responsibilities to return the premises to such condition shall survive the terminate date set forth in said notice and shall continue until the premises are returned to such condition. The Society shall then be entitled to receive payment for those services reasonably performed to the date of termination less the amount of damages suffered by the City by reason of the Society's failure to comply with this Agreement, if applicable. B. This Agreement shall terminate in the event the Society is dissolved. C. This Agreement may be terminated upon one hundred eighty (180) days notice by either party. Upon the giving of such notice by a party, the Society shall vacate the Facility, consistent with the requirements of Article XII( prior to the expiration of such one hundred eighty days. PERSONAL SERVICES AGREEMENT PAGES ---PAGE BREAK--- ARTICLE XIII. SEVERABILITY In the event any provision of this Agreement or any part thereof shall be determined by any court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions, or parts thereof: shall remain in full force and effect, being in no way affected, impaired or invalidated. The remaining provisions shall be construed in a manner most closely approximating the intention of the parties with respect to the invalid, void, or unenforceable provision or part thereof. ARTICLE XIV. NO WAIVER Any failure or delay by the City or the Society in strictly enforcing the terms of this Agreement shall not operate to waive or be deemed a waiver of the rights of the City or the Society to require compliance that is full and to the letter of the Agreement, or to thereafter require performance by the City or the Society in strict accordance with the terms of this Agreement. ARTICLE XV. NAME OF FACILITY The name of the Facility shall be the Moscow City Animal Shelter and the Humane Society of the Palouse, Inc. The form of such signage shall be approved by the City pursuant to input provided by the Society. ARTICLE XVI. TERM The term of this Agreement shall be for a period of forty-two ( 42) months, commencing Aprill, 1995, and ending on September 30, 1998, notwithstanding the date of execution of this Agreement. PERSONAL SERVICES AGREEMENT PAGE9 ---PAGE BREAK--- ARTICLE XVII. AUTHORITY/ ADDRESSES The President of the Society is the authorized representative of the Society for all purposes related to this Agreement All contacts between the parties shall be made to the following: President Humane Society of the Palouse, Inc. P. 0. Box 8847 Moscow, ID 83843 CITY OF MOSCOW By: C 2 Paul C. Agidiu;,v;lYor agreemnt/humanelsr PERSONAL SERVICES AGREEMENT Police Chief Moscow Police Department 118 East 4th Street Moscow, ID 83843 HUMANE SOCIETY OF THE PALOUSE, INC. By:_ 8.l.Lo. President PAGE10 ---PAGE BREAK--- ACORD™ . . QERI'IFI./A1 x QP0Ii\I:Jtlf-ry l-SUiA.,C. ltJfirm NY) - · , . , . · Hn Iso IF::-Ic='ApT::: S:-A-:-:M:-:-Aqrr R::"":orFs GUILFOY INSURANCE, INC. P 0 BOX 8248 MOSCOW, IDAHO 83843-0748 INSURED HUMANE SOCIETY OF THE PALOUSE, INC. 2019 WHITE AVENUE MOSCOW, IDAHO 83843 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AM END, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. f_O_ M_P_ _ES_A_ F _FORD_ INu COMPANY A COMPANY B COMPANY c COMPANY D NN INSURANCE COMPANY - , _ . eoveRAQ£$ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - - - . co LTR TYPE OF INSURANCE GENERAL LIABILITY A,1_, COMMERCIAL GENERAL LIABILITY . 6- CLAIMS MADE ' X OCCUR OWNER'S & CONTRACTOR'S PROT AUTOMOBILE LIABILITY ·ANY AUTO I ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON..QWNED AUTOS GARAGE LIABILITY . ANY AUTO : - - EXCESS LIABILITY . UMBRELLA FORM I , OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS' LIABILITY THE PROPRIETOR/ PARTNERS/EXECUTIVE OFFICERS ARE: OTHER 1 INCL ! EXCL POLICY NUMBER BCP249095100 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS -¢i.z!lf,¢AliH{QIR ADDITIONAL INSURED CITY OF MOSCOW P 0 BOX 9203 MOSCOW, IDAHO 83843 POLICY EFFECTIVE: POLICY EXPIRATION DATE (MMIDDNY) ! DATE (MMIDDNY) 11/15/95 ' 11/15/96 ·PA1i¢$7tPiJ19N LIMITS _9ENEnL-opREGq-r:r- _ . ! J QJlD PRODICT}.=_ COMP/0~-G lMQD.Q-+0.00. PERSONAL&ADVINJURY s ) ,000Q.QQ _ . CH OCCURR _ _ _ --N-_lO_Q0(4QOQ_ D_!.r.lx E (AnyGH__fiIe) _ .50P.000. MED EXP (Any one person) S l:j 000 COMBINED SINGLE LIMIT ;s I BODILY INJURY (Per person) . - BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ AUTO ONLY· EA ACCIDENT _()_TI:iwR_ TI:ixN Ayz ONLY{ EACH ACCIDENT $ AGGREGATE $ EACH OCCURRENCE $ · AGGREGATE WC STATU· OTH-: $ $ : TORY LIMITS : E.B__L _ -1 i EL EAC':!CCIDENT _ _ . EL DISEASE- POLICY LIMIT $ - - · - · - - , EL DISEASE· EA EMPLOYEE · $ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIF:?.E CATE H_ : DER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUcu#E SHv IMPO 0 OBLIGATION OR LIABILITY OF ANY KIND UPov-(,M , P_ty(Y,)ITS S OR RE_#E sEji6.TIVES. PHid/G L f (I AUTHORIZEDREPRE+ / / 'l ACORP 2yS (1195) . . . . . . . ®ACORD COft. Of:lATlON 1988 , . - · . w