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HomeMy WebLinkAboutNorth Fork Animal Welfare League THIS AGREEMENT made this t)tf\ day of December, 1994, pursuant to the provisions of Article-7 of the Agricultural and MarketsLaw by and between the TOWN OF SOUTHOLD, a municipal corporation of the State of New York, having , its principal office at.53095 Main Road, Southold, New York, hereinafter called the "Town," and NORTH FORK ANIMAL WELFARE LEAGUE, INC., a membership corporation of the State of New York, having its principal 'office at Peconic, New York, hereinafter called the "League." WHEREAS, Sections 1.14 and 115 of the Agricultural and Markets Law provides that a Town may contract for dog,officer services and for shelter services with any incorporated humane society of similar incorporated dog protective association; and WHEREAS, the Town desires to -contract for dog officer services and for shelter services with a humane society or similar incorporated dog -protective association; and WHEREAS, the League has offered to enter into a contract.with the Town to provide such services'to the Town in accordance with the-terms and conditions of the contract. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. REPRESENTATION. The League does hereby represent that it is legally qualified to perform all the duties on its part to be performed under the terms and conditions of this contract. 2. LEAGUE DUTIES. The League, in consideration of the payinent to it by the Town of the sum of money to be paid in the manner and at the times here- inafter provided, hereby covenants and agrees that, at .its own expense, it will during the term.hereof: (a) Through its duly appointed officers, agents and employees, perform the duties and responsibil-ities of dog control officer in the enforcement-of the provisions of Article 7 of the Agricultural and Markets Law and the rules and - regulations promulgated pursuant thereto in the Town of Southold, including the Incorporated Village of Greenport located therein. (b) Operate and.maintain, at its own expense, the Town Animal Shelter at Peconic Lane, Peconic, New York, as a shelter for all dogs seized'by its dog con- t rol officer -and for lost, strayed or homeless dogs. Clause 2(b) and (p) of this contract shall terminate if the League constructs.its own' shelter facility on land leased from the Town. The remaining terms of this contract shall continue in ef- fect, except that all dogs will be kept in the League's shelter instead of the Town's shelter. (c) Properly 'shelter, feed, water and otherwise care of all dogs in the .shelter. (d) Euthanize or make available for adoption seized dogs not redeemed as provided in Article 7 of the Agricultural and Markets Law. (e) Comply with the provisions-of Article 7 of the Agricultural and Markets Law and any rules and regulations promulgated pursuant thereto in relation to the seizure, holding, care, redemption and disposition of seized dogs. (f) Comply with and enforce the provisions of Chapter 38 of the Code of, the, Town of Southold. In the event that a Police Officer -of the Town of Southold 2 brings an abandoned dog to the veterinarian for medical,treatment and said dog remaing unclaimed, the Police Officer will advise the Leag_ue of the time and place of delivery, and the League shall assume all reasonable and necessary medical expenses incurred by said dog. (g). File and maintain complete records of any seized dog and subsequent disposition of any dog in the manner prescribed by the Commissioner of Agricul- ture and Markets, as well as any other records required by law. (h) Remit to the Supervisor of the Town all impoundment fees and other moneys collected in carrying out the provisions of this contract. (i) Employ, at all times during the terms hereof, trained and qualified personnel in sufficient number to properly perform all the duties and responsibili- ties provided hereby which shall include one qualified full-time dog control officer and one qualified part-time dog control officer. 0) Keep the shelter open daily between the hours of 8:00 A.M. and 4:00 P.M., exclusive of Sundays and holidays. Notwithstanding the foregoing provi- sions, the League may establish reasonable hours during which dogs may be viewed, redeemed or adopted. (k) Designate a suitable person who shall exercise overall supervision of the shelter and for all of its employees and advise the Town of the-name, address and telephone number of such person. (1) In the exercise of its discretion, admit strayed or homeless dogs and hold dogs beyond the time required by law, provided, however, that in no event shall the League a)dmit to or house atthe shelter strayed or homeless dogs or 3 hold dogs beyond the time required by law, if the same will result in there being insufficient space or facilities for the impoundment of seized dogs. (m) Provide and keep in force*during the term hereof, publ'ic liability insur- ance policies insuring the League and naming the Tomfn as an additional insured, in the amount of not less than $1,000,000 per occurrence for bodily injury and/or property damage. Certificates of such-insurance shall be furnished annually to the' Town Clerk. (n) Comply with ail laws, rules and regulations in the performance of its duties and responsibilities hereunde(., (o) As an assurance that it will faithfully and fully perform each and every obligation, duty and responsibility provided for herein, the, League, prior to the effective.date of this contract, shall deposit with the Town Supervisor the sum of $5,000.00. In the event of any default by the League in any of the terms- and conditions of this contract, the Town shall give written notice thereof to- the League whereupon the League shall have ten (10) days from the receipt of such not'ice to cUre-the default. If the League shall fail to cure said default, the Town may cure such default by whatever means it deems advisable, and pay the cost and expense thereof from said sum deposited with the Town Supervisor. In the event that the League denies such default, such dispute shall be resolved by a court of competent jurisdiction, upon the application of either party hereto. In the event the League faithfully and fully performs each and every-obligation on its part to be performed, then at the expiration of,this contract, according it its terms, said deposit shall be paid over to the League*. 4 (p) Properly maintain and keep in reasonably good repair (exclusive of structural repairs) any and all property and equipment of the Town used by the League in its performance of this contract, including the Town-owned dog shelter at Peconic, New York. 3. TOWN DUTIES. The Town, in consideration of the services to be performed by the League as herein provided, covenants and agrees as follows: (a) That during the term of this contract it will permit the League to oc- cupy and operate the Town-owned shelter at Peconic,_ New York, for the purpose of providing dog control officer services and shelter services for the Town, until the League constructs its own shelter on Town-owned property. (b) In consideration of the services to be performed by the League as provided herein, the Town covenants and agrees to pay the League as follows: (i) For the period from January 1, 1995 to December 31, 1995, the sum of ONE HUNDRED FIFTEEN THOUSAND DOLLARS AND NO CENTS ($115,000.00), to be paid to the League in twelve equal monthly payments of NINE THOUSAND FIVE HUNDRED EIGHTY-THREE DOLLARS AND THIRTY- THREE CENTS ($9,583.33) commencing on January 1, 1995 and continuing monthly thereafter. (ii) For the period from January 1, 1996 to December 31, 1996, the sum of ONE HUNDRED EIGHTEEN THOUSAND DOLLARS AND NO CENTS ($118,000.00), to be paid to the League in twelve equal monthly payments of NINE THOUSAND EIGHT HUNDRED THIRTY-THREE DOLLARS AND THIRTY- THREE CENTS ($9,833.33) commencing on January 1, 1996 and continuing 5 monthly thereafter. If the' rate of-inflation during 1995 exceeds five percent, an additional ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00) will be payable during the year. (iii) For the period from January 1, 1997 to December 31, 1997, the sum computed as $3,000 more than the 1996 compensation,to be paid to the League in twelve equal monthly payments commencing on January 1, 1997 and continuing monthly thereafter., If the rate of inflation during 1996 exceeds five percent, an additional ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00) will be payable during the year. 4. GENERAL COVENANTS. -The parties hereto do further covenant and agree as follows: (a) All costs and expenses incurred by, the League in the performance of this contract shall be paid when due by the League including but not limited to . light, heat, maintenance, repairs, water, fuel, electricity, telephones and other utilities. (b) The League shall provide, at its expense, suchworkmen's compensa- tion and disability insurance as -may be required by law. Certificates of such in- surance shall be filed annually with the Town Clerk. (c) Nothing in this contract shall be held to constitute the parties hereto as partners, nor authorize either party to contract any debt, liability or obligation for or against or on behalf of the other party of this contract. Neither.the Town nor the League shall be considered as the agent of the other nor shall.either have the right to bind the other in any, manner whatsoever, and this contract shall not be L 6 deemed or construed as a contract of agency. The League shall be deemed throughout the term hereof as an independent contractor and, as such, be liable for its own acts. (d) The League shall protect, save and keep the Town harmless and in- demnify the Town from and against any and all claims, losses, and costs, dam- ages, suits, judgments, penalties, expenses and liabilities of any kind or nature whatsoever arising directly or indirectly out of or in connection with the perform- ance by the League of the terms and conditions of this contract, (e) The League shall not directly or-indirectly engage in any other activity which will conflict or interfere with its performance of the terms and conditions of the contract. (f), Title to any furniture, furnishings, fixtures, appliances and equipment installed by the League at the dog shelter shall remain vested in-the League and, at the expiration of this contract or on the prior termination thereof, as hereinafter. , provided, the League shall have the right and a reasonable time within Which to remove the same and all other property belonging to the League provided, how-, ever, that such removal can be made without-injury or damage to the premises or building'. (g) The League shall make no alterations, renovations or additions to the dog shelter premises or the building without prior written approval of the Town. - (h) In the event that the League defaults in fulfilling any of the terms and conditions of this contract, the Town may gi ve the League ten (10) days' notice of its*intention to terminate th,is contract and, thereupon at the expiration of such ten 7 .days, if the condition or conditions which form the basis of the notice continues to exist, this contract shall terminate as completely as if that day were the day herein definitely fixed for the expiration of-this contract. In the event the League denies such default, such dispute shall be resolved by a court of competent jurisdiction upon the application of either party hereto. In the event of such termination, the League shall forthwith surrender the premises occupied by it and deliver to the Town any and all Town property in its possession, whereupon the League shall have no further rights hereunder, except to remove its property as hereinbefore provided. (i) The-Town and its authorized officers, agents and employees shall have the right to enter upon the Town-owned dog shelter premises including any buildings or structures, at any. reasonable time for the purpose of examining the same, conferring with the officers'a�d/or employees of the League, and to make such necessary repairs as the Town may deem necessary. (j) The League represents that it will dutifully enforce the provisions of Article 7 of the Agricultural and Markets Law and the rules and regulations prom- ulgated thereunder in the Town of Southold, including the Incorporated Village of Greenport. Ak) The League and the Town will compile a current list of equipment, furniture, furnishings, fixtures, appliances installed by the League and a similar list of those items and equipment installed by the Town. (1) The League will keep separate League expenses from Town ex- penses and provide 6 monthly report thereof. (m) The League covenants and agrees that, at the expiration of the term of this contract or upon the League moving into .its own shelter facility on Town- owned property, it will surrender the dog shelter premises to the. Town as in good a condition as the same existed at the date of commencement of this contract, normal wear damaged by the elements expected. (n) The League shall not assign this contract nor any of the work or serv� ices to be performed hereunder without the express written approval of the Town. (o) In the event Federal, State or County mandates require the League to incur additional expenses to achieve compliance, the Town agrees to .negotiate with the League on payment of the additional expenses. 5. TERM. This contract shall be for a term of three years commencing on the 1 st day of January, 1995, and terminating the 31 st day of December, 1997, unless sooner terminated as herein provided. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above,written. TOWN OF SOUTHOLD By: Thomas Wickham, Supervisor NORTH FORK ANIMAL WELFARE LEAGUE, INC. By: . & Ae'6e�- Bru'ce M. Isaacs, President 9 STATE OF NEWYORK) SS: COUNTY OF SUFFOLK) On this 00 day of December, 1994, before me personally came THOMAS WICKHAM, to me known, who being'by me duly sworn, deposes*and says that he resides at Private Road, Cutchogue, New -York; that he is1he Supervisor of the TOWN-OF SOUTHOLD, the municipal corporation described in and which executed the above instrument; that he knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal; that it was so affixed by order the Town Board of said corporation, and that he signed his name thereto by like order. Notar&ublic : State of New York jucillm 1.TERRY STATE OF NEWYORK) Notary public,Stateof New Yolk No.52-0344063 SS: Qualified in Suffolk county COUNTY OF SUFFOLK) Commission Expires May 31,19 On this So c�_L day of December, 1994, before me personally came BRUCE M. ISAACS, to me known, who being by me duly sworn, deposes and -says that he resides at Alvahs Lane, Cutchogue, New York; that he is the President of the NORTH FORK ANIMAL WELFARE LEAGUE, INC., the muni- cipal -corporation described in and which executed the above instrument; that he knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal; that it was so affixed by order the, Board of Directors of said . corporation, and that he signed his name thereto by like order. Notary Public : State of New York HELENE D.HORNE 10 Notary Public,State of New York No.4951364 Qualified in Suffolk County Commission Expires Wy 22, 19