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PERSONAL SERVICES AGREEMENT Random Patrol This AGREEMENT is made and entered into this y rll day of 7JJ!<-£"'1Y~2009, by and between A2Z Animal Sheltering Services (Angela Zilar, President), a not for profit corporation, 1312 South 18th Avenue, Pasco, WA 9930 I ("Contractor" herein) and the City of Pasco, a political subdivision ofthe State of Washington ("City" herein), Whereas, Contractor and City are panies to that certain Personal Services Agreement dated April I, 2007 between Angela C Zilar, as "Contractor" and the cities of Kennewick, Pasco and Richland acting as the Animal Control Authority, "ACA", which shall hereinafter be referred to as the ACA Agreement; and Whereas, said ACA Agreement provides that individual cities may contract for additional random patrol services; and Whereas, Contractor and City desire to formalize the terms and conditions under which such random patrol services will be provided by Contractor in the City of Pasco, Now, therefore, Contractor and City agree as follows: ARTICLE I. PURPOSE OF AGREEMENT The purpose of this Agreement is to establish the relationship between the City and the Contractor, whereby the Contractor will provide random patrol services to the City in addition to those provided to the City under the ACA Agreement. The Contractor shall provide animal control services in specified areas oflbe City of Pasco and as specified in Attachment A hereof. In consideration for said services, the City shall pay the Contractor in U.S. funds such moneys and in such manner as herein described. 2.0 ARTICLE 2. INCORPORATION OF ACA AGREEMENT TERMS The terms and conditions of each ofthe Articles 2- I0 and 12-24 ofthe ACA Agreement, are adopted and incorporated herein, by this reference as if fully set forth except for those articles as specifically modified herein below, providing that, for purposes of this agreement in Articles 7,9, 10, 12, 16,21,22 and 23 the term "ACA" shall mean City of Pasco ("City") and "Contractor" shall mean A2Z Animal ("Contractor"). 3.0 ARTICLE 3. WRITTEN NOTICE Any notice ofchange, termination or other conununication having a material effect on this Agreement shall be served in one or more ofthe following manners: ---PAGE BREAK--- a. In-person delivery to an authorized officer, employee, agent or other repre;;entative of the contracting parties. b. Deposited in the U.s. mails under certified or registered handling, postage prepaid, posted to the addressees) provided herein: City of Pasco Gary Crutchfield, City Manager PO Box 293, Pasco WA 99301 (509)545-3404 (509)545-3403 - fax Angela Zilar, A2Z Animal Sheltering Services 1312 South IS'h Ave., Pasco WA 99301 (509)545-3740 (509)545-6293 - fax 4.0 5.0 6.0 ARTICLE 4. GOVERNING LAWNENUE This Agreement shall be governed by the laws ofthe State of Washington. Any action or suit commenced in connection with this Agreement shall be in the Franklin County Superior Court. ARTICLE 8. INDEMNIFICATION AND HOLD HARMLESS The Contractor shall indemnitY and hold the City of Pasco, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out ofor in connection with the performance ofthis Agreement, except for injuries and damages caused by the sole negligence ofthe City. It is further specifically and expressly understood that the indemnification provided herein constilutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemni lication. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. ARTICLE 13, USE OF ACA FACILITIES By and through this Agreement, Contractor and iIS employees or agents shall have the right to use such portions ofthe animal shelter which are leased to the ACA by thc City of Pasco, All permitted uses, restrictions on use, repairs and maintenance, alterations, property insurance, utilities, damage or destruction and surrender provisions shall apply as per the ACA Agreement. 2 ---PAGE BREAK--- 7.0 8.0 9.0 ARTICLE 14. RESPONSIBILITY FOR AND MATERIALS The City shall have no responsibility for the loss, theft, mysterious disappearance or damage to all equipment, tools, materials, supplies or other personal property of Contractor its employees, subcontractors or material, which may be stored on ACA premises. ARTICLE 15. TERMINATION OF AGREEMENT This Agreement may be terminated under the following conditions: a. By written mutual agreement ofboth parties, termination under this provision may be immediate. b. Upon sixty (60) days written notice by either party to the other of intent to terminate. c. Failure to comply with the conditions of this contract rnay be grounds for termination. Contractor will be allowed reasonable time to correct conditions not in compliance with Agreement. However, the City may terminate this contract on 30 days notice for documented performance failures. d. Upon 30 days notice by the City, in the event of termination ofthe ACA Agreement under Article 15 of such Agreement, or conviction of a crime committed by the Contractor of one of its agents in the course of performing under this Agreement. e. Upon expiration or termination ofthe active ACA Agreement. Ifthis Agreement is terminated by either party, the City agrees to pa)· to the Contractor all costs and expenses associated with services provided to the effective day of termination. Monies due and payable will be pro-rated based on the number of service days performed through the date oftermination. Notwithstanding any termination hereunder, all requirements of this Agreement shall remain in full force and effect through the date oftermination upon written notice from the City. ARTICLE 16. STANDARD OF SERVlCES Contractor agrees to perform services with that standard of skill and diligence normally provided by a professional organization in the performance of similar services. It is understood that the Contractor must perform the services based in part on information furnished by the City and that Contractor shall be entitled to rely on such information. However, Contractor is given notice that City will be relying on the accuracy, competence and completeness 0 f the Contractor's services in utili7jng the results of such services. To further this level of service, the contractor will utili7.e the written operational 3 ---PAGE BREAK--- procedures relating to daily operations, and specifically euthanasia procedures as developed for use in its agreement with the Animal Control Authority. 10.0 ARTICLE 17. TERM OF AGREEMENT This Agreement shall remain in force and effect from January 1,2010 through December 31, 2012. The parties hereto agree that the terms of this agreement, and as they may in the future be modified, may be renewed for subsequent two-year periods upon written agreement of the parties. 11.0 ARTICLE 20. FEES The Contractor agrees to provide random patrol services as herein spedfied and in the manner specified. The City shall have no liability for taxes, insurance or other expenses associated with the perfonnance 0 f the Contractor's dUlies hereunder. 12.0 ARTICLE 24. INSPECTIONS The contractor shall submit to inspections of the premises and records by representatives ofthe City at any time, without prior notice. Such inspections may include, but not limited to, financial audits, records audits, inspection of kennels or observation of procedures. The Contractor and the City hereby agree to all provisions of this Agreement. Signed this 0{ r/i day of 77u.eMtn~ 2009, Pasco, Washington. G Manager CONTRACTOR: A2Z Animal Sheltering Services ! 4 ---PAGE BREAK--- Random Patrol ATTACHMENT A Duties and Responsibilities of the Contractor Pursuant to the ACA Agreement, it is anticipated the Contractor will continue to provide all of the services, duties and responsibilities assigned to Contractor and specifically outlined in Attachment A of said agreement. I, is intended that Contractor will provide 40 hours per week of "random patrol" in and for the City of Pasco. Such random patrol shall consist of "Ellforcement ofAnimal Regulato",,' l.aws'· as outlined ill paragraphs )·19 of Altachment A in the ACA agreement and subjectlo the fo nowing: I. Weekly Schedule - The City wiII direct Contractor as to the weekly work scheduIe wilh the intent 0 f addressing animal problem areas ill the City and coordinating services to be provided under this agreement with Ihe patrol services that are provided to the City under the ACA Agreement. The normaI work sclledulewiII consist of five consecutive work days each with aminimurn of 8 and Y, consecutive hours includiIlg a one half hour meal break. City will provide at least) 0 days notice for significant changes in the schedule. 2. Canvassing - The City may direct Contractor to provide door-to.(\oor canvassing of seleeled areas for r~guIatory compliance as part ofthe random patrol. J, Animal Transport Equipment- The City shall provide to Contractor, exclusively for providing the services intended by this agreement, a patrol vehicle which shallllave a uniform appearance and be equipped on a par with all other vehicles maintained for animal control by Contractor. Contractor shall be responsible for registration, licensing, insurance and all maintenance expense associated with said vehicle, Vehide shall remain tile property ofthe City upon termination of this agreement and. upon such termination shall be delivered to the City in the same condition as origiIlally delivered to the Contractor. reasonable wear and tear excepted. 4. Contractor shall, within no days ofthe effective date of tilis agreement. secure cerlifi~alionfrom the Animal Kennel Club to provide Canine Good Cilizen testing for City dog owners, Contractor shall provide CGC t~sl c1inics al Ieast once every quarter during 1he term of this agreement or less frequently upon the approvaIof the City 5. Compensation Schedule - As compensation for the servi~es to be provided pursuanl to lhis agreement. City shall pay to Contra~tor, in monthIy installmenls. due on the first day of ea~1l monlll, the amounts listed in the anached Compensation Schedule corresponding to each calendar year for which this agreement is in effect. 6. Addilional Compensation - In addition to the compensalion identified in paragraph 5. above. City agrees to pay to Contractor, a) the sum of $1 0 for each stray dog, in excess of 160 dogs per month. lhat is found running at large and impounded by Contractor within the City limits ohhe City of Pasco; b) the sum of $10 for each animal license in excess of 20 per month, iS5ued bem'een May I and December J) eacll year and c) the sum of $10 for each citation sustained by the municipal court, in excess of 20 per monlh. issued for animal control vi 0 lations in the City. 7. Conlractor shall provide wriIten monthIy reports summarizing aII random patrol act;vities undertaken pursuant to this agreement. Such reports shall inelude documentation regarding "additionaI wmpensation" ilem 5 outlined in paragraph 6, above. City shall provide payment for such ilems within 30 days of receipt of the acti"i!) rcpon whicb document5 tile same. ---PAGE BREAK--- Pasco Ran', 1 Patrol Compensation Schedule Current Anuual Anuual 2009 2010 Change % 2011 2012 Change % Personnel $ 37,132 $ 37,132 0% $ 38,246 $ 39,393 3% Taxes $ 7,426 $ 7,426 0% $ 7,649 $ 7,878 3% Medici $ S,SS5 S 5,555 0% S 5,722 S 5,893 3% Dental S 1,190 S 1,190 0% S 1,226 S 1,262 3% Training S 500 S 1,000 50% S 1,030 S 1,061 3% Uniforms S 531 S S31 0% S S47 S S63 3% Vehicle S S 0% S S 3% Equipment $ 250 $ 960 26% $ 989 $ 1,018 3% Gas/Oil S 3,660 $ 3,660 0% $ 3,770 $ 3,883 3% Insurance S 1,694 S 1,694 0% S 1,745 S 1.797 3% Maintenance/Repair S 584 S 584 0% S 602 S 620 3% Overhead $ 2,000 $ 1,500 -33% S 1,545 $ 1,591 3% Annual Total $ 60,522 $ 61,232 1% $ 63,069 $ 64,961 3% Payment: $ 5,044 $ 5,103 1% $ 5,256 $ 5,413 3%