CONTRACT BETWEEN THE TOWN OF GOSHEN AND THE GOSHEN HUMANE SOCIETY

THIS AGREEMENT made on the __________ day of ______________, 20__, by and between the TOWN OF GOSHEN, a municipal corporation located in the County of Orange, established and operating under and according to the laws of the State of New York with offices at 41Webster Avenue, P.O. Box 217, Goshen, New York 10924 (hereinafter referred to as “TOWN” or “municipality”) and the GOSHEN HUMANE SOCIETY, a not-for-profit corporation organized and existing under the laws of the State of New York and having as its principle address P.O. Box 37, Goshen, New York 10924 (hereinafter referred to as “GHS” or as “Humane Society,”)

                                                                WITNESSETH :

WHEREAS, the GHS is legally qualified and able to and has been and is engaged in providing shelter, custody, care, disposition and related services with respect to lost, homeless and abandoned animals within the municipality, according to and in compliance with the laws of the State of New York; and

WHEREAS, the GHS has requested from TOWN and the TOWN has duly considered providing financial assistance to GHS to support the operations, programs and activities of GHS, including but not limited to the provision of the services described herein; and

WHEREAS the TOWN wishes to utilize the services of GHS including but not limited to access to and use of the shelter facility located at 44 Police Drive, Goshen, New York 10924;

NOW THEREFORE in consideration of the mutual understandings and benefits agreed to and exchanged by and between the parties it is hereby agreed as follows:

• The term of this Contract shall be from the date it has been finally approved and executed by the authorized officials of both parties and shall continue as set forth herein below unless otherwise amended or terminated by the parties.
• TOWN shall contribute the sum of Fifteen Thousand Dollars ($15,000) for fiscal 2010; it being understood that said amount shall be reviewed annually and modified up or down according to decision of the Town Board of the Town of Goshen to GHS to be used by GHS to defray a portion of the costs to GHS of providing the administration and operation of the programs of GHS including the provision of such services to the TOWN as described aforesaid including custody, care and lawful disposition of lost, homeless, abandoned, seized or stray animals including, but not limited to, cats. Payments by TOWN to GHS shall be made quarterly on or about January 31, April 1, July 1, and October 1 of every year or part thereof during which this Contract is in effect.

It is understood that, as determined by the Town Board of the Town of Goshen, in the event of 

monetary or budgetary constraints or based upon such other municipal interest(s) or concern(s), the Town Board of the Town of Goshen shall have the absolute unconditional right during any annual term hereof to unilaterally reduce the contribution of the Town of Goshen.

• GHS shall maintain a shelter facility for dogs seized within the TOWN by an authorized dog control officer in accordance with Article 7 and other provisions of the Agricultural & Markets Law of the State of New York, (hereinafter “A&ML”). The duties and obligations of GHS with respect to said dogs shall be performed by and at the cost and expense of GHS, and shall include the following :

• To properly shelter, care for, feed and provide water for such dogs for no less than the minimum redemption period as required by A&ML;
• To make such dogs available for redemption by their owners for a period of time equal to or greater than the minimum length of such redemption period as provided under A&ML, for any dog not redeemed by its owner prior thereto;
• To maintain clear and responsive communications with all appropriate officials of TOWN as designated by TOWN including but not limited to the TOWN Dog Control Officer (telephone 845-206-6725,) the TOWN Police Department (telephone 845-294-9555,) TOWN Supervisor (telephone 845-294-6250,) or otherwise as TOWN may designate from time to time.
• To contact the designated official of TOWN prior to releasing physical custody of a dog back to its lawful owner so that, among other purposes, the authorized official(s) of TOWN may collect from any such owner or responsible parties any fees, charges, outstanding fines, penalties, debts or other obligations owed by such person(s) to TOWN. Humane Society shall not be liable to TOWN for any such fees, charges, fines, penalties, costs, damages or other liability in any form which such person(s) may owe to TOWN.
• To arrange for the euthanization of any dog as same may be required or authorized under A&ML, and to arrange for the burial, cremation or other lawful means of disposal of the remains of such dogs.
• To prepare, retain, and make available to TOWN for inspection and audit at all reasonable times complete and accurate records concerning the care and disposition of all dogs cared for by GHS under this Contract including but not limited to all records concerning the costs and expenses of providing such services and any fees collected by GHS in connection therewith.

• GHS shall not be under any obligation to accept any dog as provided hereunder unless same shall be accompanied by the appropriate seizure report from the authorized official or officer of TOWN.
• GHS shall keep separate and accurate records of its operations as performed on behalf of TOWN under this Contract and shall also keep separate and accurate records of its other operations and the conduct of its business. Such records shall remain open to the inspection of the authorized officers of TOWN as well as of the State Department of Agriculture and Markets and of any and all other legally authorized departments and agencies at all reasonable times.
• GHS shall accept from the TOWN Dog Control Officer or other lawfully authorized officer of TOWN any homeless, abandoned, stray, neglected, abused, injured or other such dogs which are collected by the TOWN Dog Control Officer or other authorized officer within the TOWN. TOWN shall have access to the shelter facility at 44 Police Drive 24 hours a day, 365 days a year.
• GHS shall be entitled to charge a redemption fee to be paid by the owner of any dog brought by the Dog Control Officer or other authorized officer of TOWN to the GHS shelter in the amount of FIFTY AND NO/100 ($50.00) DOLLARS per dog. This redemption fee shall be retained by GHS and will be used at least in part to defray the cost of licensing such dog if same be unlicensed.
• GHS shall have the right to recover from the owner of any dog or other responsible person any and all reasonable costs and expenses incurred by GHS in the provision of necessary care, shelter, food and other services for any dogs collected within the TOWN. Nothing contained herein shall be deemed to limit the rights of TOWN and/or of GHS to recover from the owner of  or other person responsible for any such dog collected by TOWN and/or brought to the shelter any and all fees, costs, outstanding fines or penalties or other obligations owed to the TOWN or GHS respectively.
• Any incident involving a dog occurring within the TOWN and concerning a dog brought to the shelter by any person other than the TOWN Dog Control Officer or other authorized officer of TOWN shall be reported by GHS staff to the Office of the Town Supervisor (telephone number 845-294-6996,) and/or in writing directed to Town Supervisor, 41 Webster Avenue, Goshen, New York 10924, or in the absence of the Town Supervisor to the office of the Town Clerk (telephone number 294-6250,) and/or in writing directed to the Town Clerk, 41 Webster Avenue, Goshen, New York 10924 as soon as possible and no later than twenty-four (24) hours or by the next regular business day from the time such incident was known to the officers and agents of GHS. A written report of such incident shall be submitted to TOWN by GHS as soon thereafter as possible and not later than three (3) business days after such incident was made known to GHS. 
• It is hereby covenanted, understood and agreed by the parties that the relationship of GHS to TOWN with respect to the services to be provided by GHS to TOWN under this Contract shall be that of an independent contractor.
• GHS shall file with the TOWN an annual audit and financial report prepared by a certified public accountant for each calendar year or part thereof for which this Contract is in effect. Such annual audit and financial report shall be filed no later than May 15 of the year following the year for which such audit and report is made.
• The books, records, bills, purchase orders, service orders and other records concerning the operations and management of the GHS shall be made available to TOWN for inspection and review at all reasonable times.
• GHS represents and agrees that it shall provide its services to TOWN hereunder in accordance with all applicable laws, rules and regulations and that it is and shall remain fully licensed, permitted and qualified to provide same as required by law; and that its programs and operations are designed to and shall provide services to the citizens, residents officers and officials and visitors to the Town of Goshen, New York.
• Each party hereto agrees to hold the other harmless and to indemnify the other against any and all claims, costs, actions, proceedings or damages arising out of such party’s own negligence, actions and/or omissions arising out of the services and operations which are the subject of this Contract. GHS agrees that it shall purchase and maintain liability insurance which policy(s) will name the TOWN as an additional insured in the amount of ONE MILLION ($1,000,000.00) DOLLARS. GHS shall provide to the TOWN a current memorandum or certificate of insurance which shall contain a provision that said coverage shall not be terminated until and unless the TOWN shall be given no less than ten (10) days written notice thereof.
• GHS hereby certifies and represents that :

• All services rendered by GHS hereunder shall serve the geographic area of the Town of Goshen, New York;
• The programs, operations and services conducted, provided, participated in and/or administered by GHS hereunder are designed and intended to and shall serve the interests of and the general welfare of the residents, citizens, officials and officers of and visitors to the Town of Goshen, New York;
• Goshen Humane Society is a private not-for-profit corporation organized and existing under the laws of the State of New York;
• Goshen Humane Society conducts its programs and operations and provides its services including but not limited to those provided hereunder as required by law and as same may be subject to the continuing oversight, regulation and approval of any and all State and other departments, agencies and officers with jurisdiction thereover;
• There are no officers, officials agents and/or employees of the Town of Goshen who have any involvement in or responsibility for the administration or conduct of the programs and/or operations of GHS or for services provided by GHS hereunder or otherwise; and no such liability of the TOWN with respect thereto is intended or shall be deemed to have been created by this Contract.

• This Contract shall automatically renew upon the same terms and conditions as provided herein unless further modified by the parties for additional terms of one year each as of the anniversary date hereof, without requiring further action of the parties.
• Either party may terminate this Contract for any reason or for convenience by giving thirty (30) days written notice to the other.

                          IN WITNESS WHEREOF, the parties executed this Contract as of the date indicated by the lawfully authorized officers of each of them.

                                                                                                                    TOWN OF GOSHEN

                                                                                                             By :_____________________

                                                                                                                    Town Supervisor

                                                                                                                    GOSHEN HUMANE SOCIETY

                                                                                                             By :_____________________

                                                                                                                     President