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THIS AGREEMENT, dated this _9th day of June , 2009, by and between the Village of Capitan, New Mexico, hereinafter referred to as “Capitan” and the Humane Society of Lincoln County, a New Mexico not-for Profit Corporation, hereinafter referred to as “Humane Society.”
WITNESSETH:
WHEREAS, Capitan has the responsibility to protect and maintain the safety and welfare of its citizens, including the need to obtain services and facilities necessary to safely and humanely shelter animals for the purpose of animal control; and
WHEREAS, Humane Society is ready, willing, and able to render the necessary services and provide facilities required for safe and humane care and control of animals which are the responsibility of Capitan.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Term.  The term of this Agreement shall be for a period of one (1) year, beginning July 1, 2009, and ending June 30, 2010, irrespective of the date of signing, unless sooner terminated under section 15 hereof. This Agreement may be renewed as provided for under section 3, herein.
2.  Compensation.  For the services to be provided to Capitan by the Humane Society, Capitan agrees to pay the sum of Six Thousand Dollars ($6,000.00) for the one year period covering this Agreement. Said amount shall be paid upon receipt of invoice from the Humane Society, along with a current agreement between both parties.
3. Renewal. The term of this Agreement may be extended for three additional one (1) year terms. Sixty (60) days prior to the close of any term of this Agreement which is subject to extension, Capitan shall give the Humane Society notice of its desire to renew or not to renew this Agreement. If both parties desire to renew, the appropriate officer of Human Society shall countersign the notice, and the Agreement shall be renewed for an additional one-year term. Any adjustment in compensation for services provided hereunder shall be agreed to in advance, in writing, by the parties.
4. Indemnification.  Humane Society agrees to hold harmless, indemnify, and defend Capitan and its “public employees” as defined in the New Mexico Tort Claims Act, 1978 NMSA, Section 41-4-1 through 41-4-29, against and from any and all claims, losses, demands, judgments, damages, liabilities, lawsuits, expanses, fees of attorneys, costs or actions of any kind or nature whether from death, bodily injury or damage to property arising from or out of connected with, resulting from or related to Humane Society’s activities in connection herewith, including, but not limited to, the operation of the Animal Shelter or the Humane Society’s use or occupancy of
Agreement between Village of Capitan and
Humane Society of Lincoln County

any motor vehicle, including, but not limited to, any negligence or intentional acts or omissions of the Humane Society’s officers, employees, servants, agents, representatives, customers, invitees, patrons, contractors, subcontractors, successors, assigns, or suppliers, as well as all of the persons doing business with or receiving services from Humane Society. The Humane Society’s agreement to hold harmless, indemnify, and defend Capitan shall not be affected or terminated by cancellation, expiration of the term or renewal period or any other termination of this Agreement,
By entering into this Agreement, Capitan and its “public employees,” as defined in the New Mexico Tort Claims Act, supra, do not waive sovereign immunity, do not waive any defenses and do not waive any limitations of liability pursuant to law. No provision in this Agreement modifies or waives any provisions of the New Mexico Tort Claims Act, supra.
It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions or any part of this Agreement to create in the public or any member thereof a third party beneficiary or to authorize anyone not a party to this Agreement to maintain any suit for wrongful death, bodily or personal injury, damage to property, or any other matter. whatsoever, pursuant to the provisions of this Agreement.
5. Responsibilities of the Parties.  Capitan shall not be obligated for shelter maintenance, improvements, feeding, cleaning, utilities, or Humane Society’s personnel in connection with the operation of the Animal Shelter.  Humane Society is an independent contractor by performing these services for Capitan and is not an employee of any federal, state or local governmental body and is not an agent of Capitan.  Humane Society employees shall not be considered Capitan employees and, as such, shall not accrue leave, retirement, insurance, or any other benefits afforded to employees of Capitan as a result of this Agreement.
6. Requirements of Humane Society. The Humane Society agrees to provide a properly trained director and adequate staffing for operation of the Animal Shelter. The Animal Shelter shall be clean and well-maintained at all times, and be operated consistent with industry standards.
7. Custody of Sheltered Animals.  Except as otherwise provided herein, all animals which are brought to the Animal Shelter by Capitan employees, or any person designated by Capitan to render such services, shall remain under the jurisdiction of Capitan until redeemed by the owner, euthanized, or released to the Humane Society for adoption. Except for quarantined animals and detained animals as defined in paragraph 9(C) and (D), below, all untagged animals that remain in the Animal Shelter for a period’ of seventy-two (72) hours for untagged animals or five days (120 hours) for tagged animals, excluding Saturdays, Sundays and holidays, shall, at the end of said period, be deemed to be the property of the Humane Society for the Humane Society to adopt out or euthanize, in its sole discretion.
8.  Allocation of Animals for Accounting Purposes.  Animals brought to the Humane Society by Capitan or its employees, or its residents, will be allocated to Capitan for the purposes of accounting.

Agreement between the Village of Capitan and
Humane Society of Lincoln County

9.  Designated Areas for Confinement.  Humane Society agrees to maintain within the Animal Shelter separate areas for:
    A. Adoptable Animals - which are defined as animals which were owned or were not     claimed after being found astray and not vicious, and which the Humane Society     determines, in its sole discretion, are deemed suitable for placement with persons who     may wish to adopt said animals;
    B. Quarantined Animals - which are defined as:
        1.  those animals which have made an actual puncture or tear of the skin inflicted             by teeth. Such animals are to be confined or disposed of in the manner provided             by County ordinances and according to State law; or
        2. those animals declared to be under quarantine or observation by the Capitan             and/or District Health Officer. Such declaration of quarantine is to be based on a             finding by any of the above-named authorities of an existence or danger of             existence of rabies in a particular area of the County and such animals are to be             handled or disposed of in the manner provided by County Ordinances and                 according to State law.
    C Stray Animals - are defined as animals which are found off the premises of the Owner     and not under the direct control, custody, charge or possession of the Owner or Keeper     and are without proof of current Vaccination against rabies, or the owners of which are     not known.
    Specifically excluded from the definitions herein are any animals detained because of     actions Initiated by the Humane Society.
    D. Detained Animals-defined as those animals that do not fit any of the aforementioned     definitions and that have been placed at the Animal Shelter by Capitan or its “public     employees” pursuant to the enforcement of any and all local laws, statutes, ordinances,     county codes, state laws, or pursuant to the order of the Court.
10. Hours of Operation.  The Capitan Animal Control Officer will have keyed access to impound facilities at the Animal Shelter at all times for the purpose of impounding animals for care and housing during hours when the Animal Shelter is not open for business. Humane Society agrees to provide care for impounded animals seven (7) days per week. The Animal Shelter will be open to the public for adoptions and redemption of animals and to conduct business five (5) days per week, with a minimum of five (5) hours of operation per day, inclusive of Saturdays. The hours of operation shall be provided to the public and shall be adhered to unless the Humane Society Animal Shelter is closed for a recognized holiday or for an emergency.
11. Collection and Disposition of Transport Fees.  A transport fee of $25 shall be collected from the owner of any claimed impounded animal that has been delivered to the Humane Society

Agreement between the Village of Capitan and
Humane Society of Lincoln County

by Capitan’s animal control officer. Said fees shall be remitted, on a quarterly basis, to the Village Clerk.
12. Reimbursement of Extenuating Expenditures.  In circumstances where animals are impounded by an order of Court at Humane Society’s Animal Shelter for time limitations which extend beyond the normal maximum requirement for impounding, Humane Society may petition the Court or the animal’s owner for reimbursement of such extenuating expenses.
13. Audits.  Humane Society shall maintain detailed accounts and records, including number of animals served, budgets, operational expenses, income generated from all sources inclusive of fines collected, and any other financial records adequate to identify and account for all operational aspects of the business. Those records shall be made available for audit purposes to Capitan or its authorized representative upon reasonable notice to Humane Society.
14. Termination. This Agreement may be terminated if:
    A. Humane Society does not comply with one or more provisions of this Agreement.   In     that case, Capitan may, at its discretion, given written notice to the Humane Society that     it shall have seven (7) days from the date of said notice to come into compliance with the     provision or provisions in question.  If Humane Society does not come into compliance     with the requirements of the provisions referred to in said notice, Capitan may, at its     option, immediately cancel this Agreement; or
    B. either party may, upon giving to the other thirty (30) days written notice, cancel this     Agreement.
15. Non-Assignability.  Responsibilities under this Agreement shall not be assigned or delegated without the written consent of the both parties.
16. Notices.  Any notice required to be given pursuant to the terms of this Agreement shall be in writing and shall be sent by certified mail as follows:
If to Capitan, addressed to:
    Village of Capitan
    Attention: Village Clerk
    P O Box 246
    Capitan, New Mexico 88316
If to Humane Society, address to:
    Humane Society of Lincoln County
    Attention: Executive Director
    P O Box 2832
    Ruidoso, New Mexico 88355
Agreement between the Village of Capitan and
Humane Society of Lincoln County

17. Attorney’s Fees. In the event any party hereto resorts to legal action against another party to enforce the terms and provisions of this Agreement, the prevailing party of such action will be entitled to recover the costs of such action, including, without limitation, the reasonable legal fees and costs so incurred.
18. Governing Law.  This Agreement shall be governed exclusively by the laws of the State of New Mexico and the County of Lincoln,
EXECUTED as of the date first above mentioned.


                            Village of Capitan
SEAL

                            By________________________________
                            Sammy L. Hammons, Mayor
Attest:

_____________________________________
Village Clerk

                            Humane Society of Lincoln County
                            By:________________________________
                            Its:________________________________                                        (Title of Officer)

Attest:

_____________________________________
Secretary

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