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HomeMy WebLinkAbout2009-043 Animal Svc - Renewal of Animal Services Community Spay/ Neuter Agreement with AnimalKind~i'~"~~ ~~ NORTH CAROLINA ORANGE COUNTY ANIMAL SERVICES AGREEMENT THIS AGREEMENT is between Orange County, North Carolina (the "County"), party of the first part; and AnimalKind, Inc., a North Carolina Non-Profit corporation (the "Provider"), parry of the second part. WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the services to the County in accordance with the terms of this Agreement. I. SERVICES TO BE PROVIDED The services to be performed by the Provider shall be as follows: (1) Administer a pet spay/neuter financial assistance program for low-income Orange County residents; and (2) Provide vouchers that enable "Qualified Residents" (as hereinafter defined) of Orange County to spay or neuter a dog or cat for $20 or less. The Provider will use funds paid pursuant to Section III of this Agreement to supplement Provider's existing "$20 Fix" program. All funds payable to Provider pursuant to Section III of this Agreement must be used for the benefit of applicants residing in Orange County. Provider shall partner with licensed veterinarians to deliver the spay/neuter surgeries. It is understood that Provider will have the sole responsibility for locating, contracting and otherwise providing spay/neuter options through veterinarians and veterinary clinics. County shall not be required to enter into any agreements with veterinarians or veterinary clinics for the provision of spay/neuter services contemplated by this Agreement. Provider hereby represents and warrants to County that all veterinarians performing services for clients as contemplated by this Agreement have in force veterinary medical malpractice insurance of commercially reasonable policy limits which will cover acts of veterinary medical malpractice in such amounts as to provide adequate coverage prior to allowing any such veterinarian to perform services for clients as contemplated by this Agreement. Provider shall retain evidence of such insurance for each veterinarian who performs services contemplated by this agreement and such evidence of insurance shall be provided to the County upon request The Provider agrees to defend, indemnity, and hold harmless Orange County from all loss, liability, claims or expense (including reasonable attorney's fees) arising from the services required or contemplated herein (including the provision of animal medical services by Provider's contractors, assignees, employees and agents). f,. r II. Term The services of the Provider shall begin on the 1 S` of Julv 2009, and shall be provided until June 30`x, 2010. III. PAYMENT Provider shall submit an invoice to the County for services provided on a quarterly basis. The invoice shall contain Provider's name and federal tax identification number and shall be signed and dated by an officer of Provider. Invoices should be sent to: Orange County Animal Services 1601 Eubanks Road Chapel Hill, NC 27516 Invoices shall detail all services provided to Qualified Residents, and shall specify whether the Qualified Resident was qualified by Provider or the Orange County Department of Social Services. The County will make payments to Provider upon County's receipt and approval of the invoice by the Animal Services Department. The total amount paid to Provider during the contract period shall not to exceed fifteen thousand dollars ($15,000). Payments made to Provider only For "Qualified Residents" For purposes of this Agreement, a "Qualified Resident" is a person who is eligible to participate in Provider's reduced cost or no cost spay neuter program as determined by Provider pursuant to its program policies, or as determined by the Orange County Department of Social Services ("DSS") as discussed more fully herein below. It is understood that for each spay/neuter surgery performed pursuant to this Agreement, Provider shall receive and review all submitted applications and issue vouchers to Qualified Residents, including those residents qualified by DSS. These vouchers are to be used exclusively with veterinarians who have: (1) existing contracts with Provider; and (2) that have given Provider the insurance information required herein. Provider will pay the veterinarian the cost of the surgery directly, and County shall have no liability or other obligation whatsoever to any veterinarian or veterinarian clinic for payment of costs associated with surgery or other procedures performed by veterinarians for Qualified Residents whether or not the County is obligated to reimburse Provider for these same services. It is understood and agreed that DSS will determine, in.its exclusive discretion, which Qualified Residents meet the criteria for full coverage surgeries in which no co-pay is required for spay/neuter surgery. DSS shall coordinate with the County Animal Services Department ("Animal Services") to identify and submit .applications to Provider for these Qualified Residents. Animal Services will have sole responsibility for coordinating with the Department of Social Services to make information known to their clients about the "no cost sterilization" for dogs, cats and other small animals, and for providing, transmitting, and otherwise facilitating the submission of applications to Provider for Qualified Residents as determined by DSS. Provider shall be responsible for issuing vouchers in a timely manner to DSS Qualified Residents. Pavments for Services on Behalf of Oualified Residents Who Are Oualified By Provider The County shall pay the actual cost of surgery plus and administrative fee of $5.00 per procedure, which when added together, shall be no more than an average cost of Seventy Five Dollars and 00/100 ($75.00), for each spay/neuter surgery arranged by Provider and performed on behalf of Qualified Residents qualified by Provider during each quarter throughout the term of this Agreement. County recognizes that the cost of any single surgery performed on behalf of a Qualified Resident plus the $5.00 administrative fee may be more or less than $75.00 depending on the veterinarian performing the procedure, the type of pet (dog or cat), the sex of the pet and the size of the pet. However, for any given quarterly invoice the County will only be required to pay to Provider the lesser of: (1) the actual cost of surgeries performed pursuant to this Agreement plus an administrative fee of $5.00 per procedure; or (2) the average cost of $75.00 per surgery (which shall include the $5.00 administrative fee) for each surgery performed pursuant to this Agreement. In no event shall the co-pay required from a Qualified Resident qualified by Provider exceed the amount of Twenty Dollars and 00/100 ($20.00). Pavments for Services on Behalf of Qualified Residents Who are Qualified by DSS The County shall pay the actual cost of surgery plus and administrative fee of $5.00 per procedure, which when added together, shall be no more than an average cost of Ninety Five Dollars and 00/100 ($95.00), for each spay/neuter surgery arranged by Provider and performed on behalf of Qualified Residents qualified by DSS during each quarter throughout the term of this Agreement. County recognizes that the cost of any single surgery performed on behalf of a Qualified Resident who is qualified by DSS plus the $5.00 administrative fee may be more or less than $95.00 depending on the veterinarian performing the procedure, the type of pet, the sex of the pet and the size of the pet. However, for any given quarterly invoice the County will only be required to pay to Provider the lesser of: (1) the actual cost of surgeries performed pursuant to this Agreement plus an administrative fee of $5.00; or (2) the average cost of $95.00 per surgery (which shall include the $5.00 administrative fee) for each surgery performed pursuant to this Agreement on behalf of a Qualified Resident qualified by DSS. No co-pay shall be required for Qualified Residents who qualify through DSS. IV. RELATIONSHIP OF PARTIES Provider is an independent contractor of the County. Provider represents that it has or will secure, at its own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the County.. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. It is further agreed that the Provider will obey all State and Federal statutes, rules and regulations that are applicable to provisions of the services called herein. Neither Provider nor any employee of the Provider shall be deemed an officer, employee or agent of the County. AnimalKind shall keep records in a manner consistent with the requirements of the NC ICARE program and provide these records to the County as needed. V. TERMINATION This Agreement may be terminated by Provider upon thirty (30} days' written notice to the County, and the County may terminate this agreement upon thirty (30) days' written notice to Provider. VI. INSURANCE REQUIREMENTS The Provider shall obtain, at his sole expense, all insurance required in the following paragraphs and shall not commence work until such insurance is in effect and certification thereof has been received by Orange County's Risk Manager. Workers' Compensation Insurance, with limits for Coverage AStatutory-State of North Carolina and Coverage B Employers Liability $500,000 each accident, disease policy limit and disease Each Employee. Commercial General Liability -Combined single limits of no less than $1,000,000 each occurrence and $2,000,000 aggregate. This insurance shall include Comprehensive Broad Form Coverage including contractual liability. All insurance companies must be licensed in North Carolina and be acceptable to the County's Risk Manager. Insurance Policies, except Workers' Compensation, shall be endorsed (1) to show Orange County as additional insured, as their interests may appear and (2) to amend cancellation notice to 30 days, pursuant to North Carolina law. Certificates of insurance shall be signed by a licensed North Carolina agent and be amended to show "thirty (30) days' notice of change or cancellation will be given to the Orange County Risk Manager by certified mail." If an "ACORD" Insurance Certificate is used, the words "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" in the "cancellation" paragraph of the form shall be deleted. Copies or originals of correspondence, certificates, endorsements or other items pertaining to insurance shall be sent to: Orange County Risk Manager PO Box 8181 Hillsborough, North Carolina 27278 If the Provider does not meet the insurance requirements of the specifications, alternate insurance coverage satisfactory to Orange County may be considered. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. VII. INDEMNIFICATION Provider agrees to defend, indemnify, and hold harmless the County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or property damage caused in whole or in part by the negligence or misconduct of the Provider, except to the extent same are caused by the negligence or willful misconduct of the County. 4 It is the intent of this section to require the Provider to indemnify the County to the extent permitted under North Carolina law. VIII. NON-ASSIGNMENT Provider shall not assign all or any portion of this Agreement, including rights to payments, to any other party without the prior written consent of the County. IX. ENTIRE AGREEMENT The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signatures. X. GOVERNING LAW Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. ORANGE CEO , RTH CAROLINA Valerie P. Foushee, Chair, Board of County Commissioners Date: 1 ~3~ l ~ ~ ANIMALKIND Be Living e, xecutive Director Date: ~~'~d/~ (Mailing Address) AnimalKind PO Box 12568 Raleigh, NC 27605 Federal Tax ID# xxxxxx505 Approved as to technical content: ~~~c ~ ~ . Department Director Approved as to form and legal sufficiency: County Attorney This instrument has been pre-audited in the manner required by the Local Government Fiscal and Control Act. Finance Director