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I PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made this 16th day of November, 1998 between the CITY OF MOSCOW, a municipal corporation of the State of Idaho (hereinafter referred to as "City"), and the HUMANE SOCIETY OF THE PALOUSE, INC., a non-profit corporation, P. 0. Box 8847, Moscow, ID 83843 (hereinafter referred to as "Society"). RECITALS WHEREAS, 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, City employs a part-time animal control officer for the enforcement of animal control ordinances; and WHEREAS, City has constructed and owns an animal shelter facility (hereinafter referred to as the "Facility") for the care of lost and stray animals; and WHEREAS, City lacks sufficient personnel to adequately staff and administer the operations of the Facility; and WHEREAS, Society desires to provide staff and administrative personnel to City for the operations of the Facility for a consideration; and WHEREAS, City Council finds it to be in the best interests of the citizens of City to agree w1th Society to provide certain staffing and administrative services to City for the operations of the Facility; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: ARTICLE I. SOCIETY'S RESPONSIBILITIES For consideration provided by City, Society agrees to provide the following services: A Society is hereby authorized to assume the day to day management and operation of the Facility and to operate such Facility consistent with 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with best practices and to standards enumerated by the Humane Society of the United States, unless such standards are superseded by the specific provisions of this Agreement.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. Society shall provide impoundment and kennel services, including sustenance for each animal delivered to the Facility by City or others authorized by City. C. Society shall impound each licensed or unlicensed dog placed at the Facility by City or others authorized by City for a minimum period of six days, excluding weekends and holidays, in order to allow sufficient time for the dog to be claimed by its owner, Humane Society Agreement November 16,1998 PAGE1of9 ---PAGE BREAK--- PROVIDED that 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 Society of the obligation to take all licensed or unlicensed dogs brought to the Facility by City or others authorized by City. D. In the event that such dog is claimed by its owner, Society shall, prior to release of such dog to the owner: 1. Collect from such owner, if applicable, the fees as required by City, associated with such dog running at large; and 2. Collect from the owner any license fee for such dog as required by City. 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 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 City Council. E. Society shall faithfully account to City for all City-assessed fees or other City moneys collected at the Facility. Such fees shall remain the property of City. Society may charge fees for adoption of animals, which fees shall remain the property of Society. F. 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. City shall be responsible for extraordinary veterinary care of dogs brought to the Facility by City or others authorized by City, provided that Society shall, as a condition precedent, advise 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. Society shall be responsible for the costs of euthanization of any animals not brought to Facility by City or others authorized by City. H. Society shall make detailed reports to the Chief of Police detailing all services provided to City by Society. Such reports shall include, but not be limited to: Humane Society Agreement November 16,1998 PAGF.2of9 ---PAGE BREAK--- 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 Society. Such documentation shall not be deemed to require Society to provide documentation of the actual expenses of each individual animal brought to the Facility by City or others authorized by City. I. Facility may accept animals for sheltering from persons or entities other than City, but Facility shall give first priority for sheltering of animals brought to the Facility by City or others authorized by City. J. Society and City shall employ good public relations techniques and shall treat the public courteously in discharging services pursuant to this Agreement. K. Society shall recommend any changes in City's policies, procedures or ordinances to City Council on at least an annual basis. ARTICLE II. COMPENSATION For services rendered by Society pursuant to this Agreement, City shall pay to Society Twenty Nine Thousand Dollars ($29,000) per annum for the first year of the term of this Agreement, subject to annual automatic increases as set forth in Article II(B). Such compensation shall be paid to Society in twelve (12) equal installments in each year of the term of this Agreement. Following the first year of this Agreement, the amount of compensation may be negotiated annually for each subsequent year of the term of this Agreement. Such negotiation shall be pursued in good faith by the parties in conformance with the spirit of this Agreement. ARTICLE III. CITY'S RESPONSIBILITIES A. Upon impoundment of licensed dogs brought to the Facility by City or others authorized by City, shall immediately notify the owner thereof. B. City shall provide input to 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. City shall be responsible for the costs of euthanization of any animals brought to the facility by City personnel, or at the direction or by authorization of City, and for the disposal of such euthanized animals. Humane Society Agr£'E'ment November 16,1998 PAGE3of9 ---PAGE BREAK--- ARTICLE IV. FACILITY HOURS/ACCESS Society shall provide public access to the Facility no less than four hours per day, excluding Sundays and City recognized holidays. City shall have twenty-four hour access to the Facility. 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 City 1. 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, HV AC, roof and plumbing; and repair and replacement of sidewalks and water, sewer and irrigation lines appurtenant to the Facility. City shall also be responsible for painting the Facility. 2. City shall be responsible for water, sewer, electric and garbage services costs for the Facility. 3. City shall be responsible for snow removal from the Facility parking lot. B. Responsibilities Delegated to Society 1. 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 services. 2. Society shall not be responsible for maintenance to the exterior of the Facility, other than the following, which shall be the responsibility of Society: mowing, weeding, irrigation, and general grounds maintenance. 3. Society shall be responsible for telephone service costs for the Facility. 4. 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 Society to give prompt and timely notice to City of the occurrence of any conditions which are the responsibility of City to repair, maintain or replace by the terms of this Agreement. Failure of Society to give such timely notice shall be deemed material and may be considered by City as a breach of this Agreement. Humane Society Agreement November 16, 1998 FAGE4of9 ---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 City or Society becomes liable for an amount in excess of such insurance coverage, that party shall indenmify 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. 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 Society. Society shall assume the risk of loss to the contents of the Facility belonging to Society and shall undertake, in its discretion, to insure against such loss or damage. ARTICLE VII. COMPLIANCE WITH LAWS 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. Society shall undertake a continuing program of monitoring to ensure compliance with all applicable federal, state, county and municipal laws and regulations as well as directions of City Council or Chief of Police to ensure safe and efficient operations and to administer funds paid to Society by City. 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. Humane Society Agreement November 16,1998 PAGESo£9 ---PAGE BREAK--- ARTICLE VIII. SOCIETY IS INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between Society and City by the terms of this Agreement. It is understood by the parties hereto that Society is an independent contractor and as such neither it nor its employees, if any, are employees of 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 Society waives any and all claims and recourse against 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 Society's performance of this Agreement except for liability arising out of the sole negligence of City or its officers, agents or employees. Further, Society shall h'1demnify, hold harmless, and defend City against any and all claims, demands, damages, costs, expenses or liability arising out of Society's performance of this Agreement except for liability arising out of the sole negligence of City or its officers, agents or employees. City waives any and all claims and recourse against 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 City's performance of this Agreement except for liability arising out of the sole negligence of Society or its officers, agents or employees. Further, City shall indemnify, hold harmless, and defend Society against any and all claims, demands, damages, costs, expenses or liability arising out of City's performance of this Agreement except for liability arising out of the sole negligence of Society or its officers, agents or employees. 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. 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 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. Humane Society Agreement November 16, 1998 PAGE6of9 ---PAGE BREAK--- ARTICLE XII. TERMINATION OF AGREEMENT A. Termination for Cause. If either party determmes 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, Society will thereafter vacate the Facility within sixty (60) days. Then and in that event 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. 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. 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 City by reason of Society's failure to comply with this Agreement, if applicable. B. This Agreement shall terminate in the event 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, Society shall vacate the Facility, consistent with the requirements of Article Xll(A), prior to the expiration of such one hundred eighty days. 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 City or Society in strictly enforcing the terms of this Agreement shall not operate to waive or be deemed a waiver of the rights of City or Society to require compliance that is full and to the letter of the Agreement, or to thereafter require performance by City or Society in strict accordance with the terms of this Agreement. Humane Society Agreement November 16, 1998 PAGE7of9 ---PAGE BREAK--- 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 City pursuant to input provided by Society. ARTICLE XVI. TERM The term of this Agreement shall be for an initial period of sixty ( 60) months, commencing October 1, 1998 and ending at midnight September 30, 2003, notwithstanding the date of execution of this Agreement. ARTICLE XVII. AUTHORITY/ADDRESSES The President of Society is the authorized representative of 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, lD 83843 CITYOFMW Humane Society Agr0ement November 16, 1998 Police Chief Moscow Police Department 118 East 4th Street Moscow, ID 83843 HUMANE SOCIETY OF THE PALOUSE, INC. \ By: J J ,ley, President PAGE8of9 ---PAGE BREAK--- STATE OF IDAHO ) ) ss. County of Latah ) /l#c ' On this day of L j e c (/VI ,e ' 1998, before me the undersigned, a Notary In and for said State, personally appeared Ul/toOZ finer? , m his/her offiCial capacity as the President of the Humane Society of the Palouse, Inc., who executed the foregoing instrument on behalf of City, and acknowledged to me that (s)he executed the same. IN WITNESS WHEREOF, I have here ,to set my hand and affixed my official seal the day and year first above written. Humane Society Agreement November 16,1998 PAGE9ol9 ---PAGE BREAK--- Insurance, Inc. 8248 ID 83843 208) 882-0610 Society Of The Palouse Avenue ID 83843 COMPANIES AFFORDING COVERAGE A Highliinds Insura11ce Group B COMPANY c LETTER COMPANY D LETTER COMPANY E LETTER 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, TEAM 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 lS SUBJECT TO ALL THE TERMS, f r EX= ·.c.cc.cLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ! i ANY AUTO \ ALL OWNED AUTOS j ! SCHEDULED AUTOS OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY OTHER of Moscow Box 9203 Idaho 83843 tional Insured POLICY NUMBER CPA800587500 I POliCY EFFECTIVE ! POLICY EXPIRATION DATE (MM/00/YY) DATE (MM/DD/YY) lnl15l98 1115199 I I I I I I I I I I I I I I I I liMITS , GENERAL AGGREGATE Oc%c : ' PERSONAL & ADV. INJURY - - - EACH OCCURRENCE BODILY INJURY {Per accident) PROPERTY DAMAGE EACH OCCURRENCE I ' $ $ i $ $ 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 TH9 CERTIFICATE HOLDER NAMED TO THE