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TERMINATION OF PERSONAL SERVICES AGREEEMENT BY AND BETWEEN ANIMAL CONTROL AUTHORITY OF THE CITIES OF KENNEWICK, PASCO AND RICHLAND AND TRI-CITY ANIMAL CONTROL AND ALL EXTENSIONS THEREOF THIS TERMINATION AGREEMENT is made and entered into this 27'%ay of March 2007, by and between Tri-City Animal Control & Sheltering Services, Inc., of 1312 South 18th Avenue, Pasco, WA 99301 ("TCAC" herein) and the Cities of Kennewick, Pasco, and Richland, political subdivisions of the State of Washington (collectively "ACA" herein). ACA and TCAC entered into that certain Personal Services Agreement dated January 1, 2004 (the "Agreement") and extended said Agreement through March 31, 2007 (the "Extension"). ACA and TCAC desire to formalize certain understandings regarding the transfer of equipment, and payment therefor, the submission of reports, and the payment for services in order to facilitate termination of the Personal Services Agreement effective after March 3 1,2007. NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions hereinafter set forth, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, ACA and TCAC hereby agree as follows: A. On or before March 3 1,2006, TCAC agrees to: 1. Sign transfers of title to City of Pasco (as the ACA's operating jurisdiction) for the following vehicles: 1 - 2004 Nissan, VIN IN6DD26T54C448304 1 - 2004 Nissan, VIN IN6DD26T54C482792 2. Transfer the equipment and replacement equipment listed as a schedule as Attachment to the Personal Services Agreement which is, likewise, attached hereto and incorporated hereinby-this reference, ta ACA or the ACA's contract provider at the Animal Shelter. 3. Remove all of TCAC's personal equipment, articles and effects not subject to transfer under this Agreement, from the Animal Shelter. 4. Provide for the payment of all contractor provided utility and other services including, but not limited to, telephone and communication services, garbage disposal services, janitorial and security services as applicable, pursuant to Article 1 5 of the Agreement. Termination of Personal Services Agreement TCACIACA - I ---PAGE BREAK--- B. On or before April 2,2007, TCAC agrees to: 1. Deliver all records required to be kept under the Personal Services Agreement and as additionally identified in Attachment A to the Personal Services Agreement (Duties and Responsibilities of the Contractor). 2. Submit all fees due to -the ACA cities for licensing, impounding or boarding, 3, Provide complete expenditure information for 2006 budget sharing incentive settlement. 4. Provide complete employment reporting for the months of February and March in order for ACA to remit (adjusted) payments under paragraph 2 of the Extension. C. Provided that TCAC completes, timely, its obligation as outlined in Section A and Section B above, on or before April 10,2007, ACA agrees to: 1. Make final payments to TCAC for the months of February and March pursuant to the Extension. 2. Provide any applicable 2004 budget incentive payment to TCAC. 3. Provide payment to TCAC in the amount of $1 1,952.00 as consideration for the transfer of equipment as specified in Attachment A" hereof. 4. In the event that TCAC fails to comply with the obligations set forth above, ACA may withhold final payments for February and March, and the payment of $1 1,952.00, or portions thereof, until TCAC has fully complied with all the conditions set forth in this Agreement. D. Subject to completion of each of the terms enumerated in Sections A, B and C above, ACA acknowledges and agrees that such performance constitutes full satisfaction of all claims it might have against TCAC for performance of the services provided by TCAC under the Personal Services Agreement. Conditioned upon completion of all of the terms and conditions enumerated in Sections A, B and C, TCAC hereinby acknowledges and agrees that it has received full satisfaction of all payments and claims it might have against ACA regarding ACA's performance of the terms and conditions of the Personal Services Agreement. Both parties acknowledge that the Personal Services Agreement, together with any extensions thereof, shall be and is hereby terminated as of 5:00 p.m., March 3 1,2007. E. In addition to the specific performance and withholding of the final payment as set forth in Section C.4 above, in the event TCAC fails to transfer title to the vehicles listed in A. 1, ACA may withhold an equal amount of the retail value of the above listed vehicles as established by Kelley Blue Book. Termination of Personal Services Agreement TCACIACA - 2 ---PAGE BREAK--- F. All terms, conditions, representations and warranties contained in the Personal Services Agreement, including the preservation of documents and the production of records, shall as provided therein, survive the termination or expiration of the Personal Services Agreement. G. For the purpose of this Agreement, time is of the essence. In the event of a dispute in regards to the enforcement, interpretation or breach of this Agreement, in addition to the remedies provided above, the aggrieved party may, after meeting in good faith in an attempt to resolve the dispute, initiate litigation against the other. Venue for such litigation shall be in Franklin County, Washington, the laws of the State of Washington shall be applied, and the prevailing party shall be awarded as additional cost, judgment against the other, its reasonable attorney fees and costs. 7 h DATED this 27 day of ILL H ,2007. CITY OF KENNEWICK, WASHINGTON Robert R. Harnmond, City Manager n Termination of Personal Services Agreement TCACIACA - 3 ---PAGE BREAK--- At tachment Fquipment Transfer TCAC to ACA 78 SS drop off cages 600 15469 0 6666 300 11952 e