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I PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made this lsk day of 19__, between the CITY OF MOSCOW, a municipal corporation of the state of Idaho, (hereinafter referred to as the "City"), and LATAH COUNTY, a political subdivision of the State of Idaho, 5th and Van Buren, Moscow, ID 83843 (hereinafter referred to as the "County"). 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 Humane Society of the Palouse ("Society") operates the City's Animal Shelter (the "Facility") pursuant to a personal services agreement with the City; and WHEREAS, the City is willing to allow use of the Facility for animals collected from Latah County by the Sheriff and/or Sheriff's Deputies (the "Sheriff'') in conformance with this Agreement; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS ARTICLE I. CITY'S RESPONSIBILITIES A The City shall provide impoundment and kennel services, including sustenance for each animal delivered to the Facility by the Sheriff B. The City shall impound each dog placed at the Facility by the Sheriff for a minimum period of ten (I 0) days, including weekends and holidays, in order to allow sufficient time for the dog to be claimed by its owner, PROVIDED that the City or the Sheriff 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 will become the sole property of the Society and 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euthanized according to the standards enumerated by the Humane Society of the United States, unless such standards are superseded by the specific provisions of this Agreement The Chief of Police of the City (Chief of Police) may grant permission to exceed any limitations for specified periods of time to meet special circumstances. Such permission shall be made in writing. Special conditions may relieve the City of the obligation to take all licensed or unlicensed dogs brought to the Facility by the Sheriff PERSONAL SERVICES AGREEMENT PAGE 1 ---PAGE BREAK--- I C. Any dog placed in the Facility will be treated and cared for in compliance with the City's Agreement with the Humane Society of the Palouse. D. The County shall be responsible for extraordinary veterinary care of dogs brought to the Facility by Sheriffs personnel, provided that the City shall, as a condition precedent, advise the Sheriff of the necessity of such extraordinary veterinary care and obtain County 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. E. The Society shall make reports available to the Sheriff detailing all servtces provided to the Sheriff by the City and the Society. Such reports shall include, but not be limited to: 1. The date animals are brought to the Facility, including the name of the Deputy bringing the animal into the Facility; 2. The type of animal and description; and 3. The general facts and circumstances regarding such animal. F. The Facility may accept animals for sheltering from persons or entities other than the City and the Sheriff, but the Facility shall give first priority for sheltering of animals brought to the Facility by City personnel and the Sheriff G. The City and the Sheriff shall employ good public relations techniques and shall treat the public courteously in discharging services pursuant to this Agreement. H. The Sheriff may recommend any changes in the City's policies, procedures or ordinances to the Chief of Police annually. ARTICLE II. COMPENSATION BY COUNTY A. For services rendered by the City pursuant to this Agreement, the County shall pay to the City Five Hundred Dollars ($500.00) per annum for each year of the term of this Agreement. B. Modification of Compensation Amount The compensation to be paid the City by the Sheriff as defined in Article II may be adjusted by mutual agreement of the parties hereto, for the second and subsequent years of the term hereof to reflect changes in the City's cost of operations or because of an increase in animals impounded. PERSONAL SERVICES AGREEMENT PAGE2 ---PAGE BREAK--- I ARTICLE Ill. FACILITY HOURS/ACCESS The Sheriff shall have access to the Animal Control Facility twenty-four (24) hours per day. ARTICLE IV. COMPLIANCE WITH LAWS The parties hereto agree that they shall conduct their operations pursuant to this Agreement in conformance with all applicable laws, ordinances and regulations of all governmental agencies having jurisdiction. ARTICLE V. CONSTRUCTION AND VENUE It is agreed that this Agreement shall be construed under and governed by the laws of the state ofidaho. Ih 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 VI. INDEMNIFICATION The City waives any and all claims and recourse against the County, 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 or County's performance of this Agreement, except for liability arising out of the sole negligence of the County or its officers, agents or employees. Further, the City shall indemnify, hold harmless, and defend the Sheriff and/or the County 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 County or its officers, agents or employees. The County 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 City's or the County's employee'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 County shall indemnify, hold harmless, and defend the City against any and all claims, demands, damages, costs, expenses or liability arising out of the County's performance of this Agreement, except for liability arising out of the sole negligence of the City or its officers, agents or employees. PERSONAL SERVICES AGREEMENT PAGE 3 ---PAGE BREAK--- ARTICLE VII. 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. ARTICLE Vlli. 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. B. This Agreement may be terminated without cause and without penalty upon thirty (30) day's notice by either party. ARTICLE IX. 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 X. NO WAIVER Any failure or delay by the City or the County 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 County to require compliance that is full and to the letter of the Agreement, or to thereafter require performance by the City or the County in strict accordance with the terms of this Agreement. PERSONAL SERVICES AGREEMENT PAGE4 ---PAGE BREAK--- ARTICLE XI. TERM The term of this Agreement shall be for a period of twelve (12) months, commencing 'OJt-"1yo-? r / / REPRESENTATIV!=!'t / / I l ---PAGE BREAK--- POLICY NUMBER: CPA 8005876 u3 l .AMERCIAl.: GENERAL LIABILITY . THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED- DESIGNATED PERSON"<>R ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. Name of Person or Organization: SCHEDULE CITY OF MOSCOW PO BOX 9203 MOSCOW ID (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. CG 20 26 11 85 Copyright, Insurance Services Office, Inc., 1984