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HomeMy WebLinkAbout2011-230 Animal Services - AnimalKind, Inc. for Spay/Neuter Fix~z~~ ~~ PERFORMANCE AGREEMENT FY 2011-12 This Agreement, made and entered into the first day of July 2010, by and between the County of Orange, a political subdivision of the State of North Carolina, 200 South Cameron Street, Hillsborough, North Carolina, 27278, ("County"), by and through the Orange County Department of Animal Services and AnimalKind, Inc., anot-for-profit corporation, located at Post Office Box 12568, Raleigh, North Carolina 27605 ("Provider"). WITNESSETH: WHEREAS, it is in the interests of the County that said program be assisted by the County and thereby enhance its availability to residents of the County, and said program addresses an important community human services need, as identified by the Board of Commissioners; and WHEREAS, 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. NOW, THEREFORE, in consideration of the above and the mutual covenants and conditions hereafter set forth, the County and Anima]Kind, Inc. agree as follows: 1. Definition a. Qualified Residents. Fox purposes of this Agreement, a "Qualified Resident" is a person who is eligible to participate in Providet'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"). b. Voucher. ~ Fox purposes of this Agreement, a "Voucher" is issued by the Provider to Qualified Residents fox no or low cost spay/neuter services. These vouchers are to be used exclusively with veterinarians who have: (1) existing contracts with Provider; and (2) have given Provider the insurance information required herein. 2. Term of the Agreement. The term of this Agreement shall be a program year beginning July 1, 2011 to June 30, 2012. 3. Scope of Services. a. Provider will provide the following services: i. Provider will administer a pet spay/neuter financial assistance program for low-income Orange County residents; ii. Provide vouchers that enable "Qualified Residents" (as defined in this Agreement) of Orange County to pay or neuter a dog or cat for $20 or less. 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. Provider shall be responsible for issuing vouchers in a timely manner to DSS Qualified Residents. iii. Partner with a licensed veterinarian to deliver spay/neuter surgeries. Provider shall have the sole responsibility for locating, contracting and otherwise providing spay/neuter options through veterinarians or veterinarian clinics. The County shall not be required to enter into any agreements with veterinarians or veterinarian clinics for the provision of spay/neuter contemplated by this Agreement, b. Orange County will qualify residents for financial assistance in the low income spay/neuter program in the following: 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. ii. 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 fox providing, transmitting, and otherwise facilitating the submission of applications to Provider for Qualified Residents as determined by DSS. c. The Scope of Services may be different from the original application based on County appropriation; however, any revisions or amendments to this Agreement must be approved in writing by the County and attached to this Agreement. d. The Provider shall be solely responsible fox the means, methods, techniques, sequence, safety program and procedures necessary to properly and fully complete the work set forth in the Scope of Services. 4. Funding. a. The County agrees to appropriate for the provision of services described in Scope of Services up to a maximum sum of 2$ 0,000. In addition, the County will provide up to $10,000 in matching funds to the Provider, if the Provider receives additional funds designated to perform low income spay/neuter surgeries to qualified residents of Orange County. AnimalKind, Inc. Orange County Performance Ag~zement Page 2 of 9 b. The Provider will use funds paid pursuant to this Agreement to supplement Provider's existing "$20 Fix" Program. All funds payable to Provider pursuant to this Agreement must be used for the benefit of applicants residing in Orange County. Any substantive changes in the use of funds __ __ must be authorized in writing by the County prior to any expenditure of the funds by the Provider. If the funds are expended not in accordance with this Agreement, at the discretion of the County the Provider may be required to repay the funds to the County. c. The Provider shall be reimbursed for services provided in the following manner: i. Payments for Services on Behalf of Qualified Residents Who Are Qualified 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 ($75.00), fox 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 may be more 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 pay to Provider the lesser of: (1) the actual cost of surgeries performed pursuant to this Agreement plus the administrative fee of $5.00 per procedure; or (2) $75.00 per surgery 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 ($20.00). ii. Payments fox 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 Ninety Five Dollars ($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 may be more 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 pay Provider the lesser o£ (1) the actual cost of surgeries performed pursuant to this Agreement plus the administrative fee of $5.00; or (2) $95.00 per surgery fox each surgery performed pursuant to this Agreement on AnimalKind, Inc. Orange County Performance Agreement Page 3 of 9 behalf of a Qualified Resident qualified by DSS. No co-pay shall be required for Qualified Residents who qualify through DSS. d. The County's obligation to make each payment is contingent upon receipt of Quarterly Progress Reports and accounting of expenditures as detailed in the Scope of Services. e. The Provider shall be paid in four installments, contingent upon receipt of the quarterly request for reimbursement and related supporting documentation. The first installment shall be paid no later than October 30 of the Program year and after execution of this Performance Agreement by both the County and the Provider; the remaining installments shall be disbursed upon satisfactory completion of (c) and the information included in this paragraph. £ Once Provider has satisfied its obligations as provided in (c) and (d) above, payment will be made 30 daps after receipt of the Quarterly Progress Report and Request for Reimbursement or 30 days after due date of Quarterly Progress Report whichever is latex. g. The County is not obligated to provide any other support to Provider in this or in succeeding fiscal years. 5. Agency Reporting. a. Provider shall keep records in a manner consistent with the requirements of the NC Spay and Neuter Reimbursement program and provide these records to the Orange County as needed. b. Provider will provide .the Orange County a quarterly report that includes a fiscal report, updates on 2011 performance as provided in Scope of Services. Quarterly Progress Report dates are: July 1 -September 30, October 1 - December 31; January 1 -March 31 and April 1 -June 30. Quarterly reports axe due by October 21, January 21, April 21 and July 10 of the program pear. c. 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. d. Reports shall be forwarded to the Orange County Animal Services Department. e. Provider agrees to allow the County to inspect its financial books and records, which document costs of those services, upon reasonable notice during normal working hours. AnimalKind, Inc. Orange County Performance Agreement Page 4 of 9 6. Termination. a. In the event of any of the circumstances set forth below (hereinafter referred to as "default"), the County may immediately terminate this Agreement, in whole or in part, and from time to time. Notice of termnation must be in writing, state the reason or reasons for the termination, and specify the effective date of the termination: i. In the event that Provider shall cease to exist as an organization ox shall enter bankruptcy proceedings, be declared insolvent, or liquidate all or substantially all of its assets, or significantly reduce its services or accessibility to Orange County residents during the term of this Agreement; or ii. In the event that Provider shall fail to render a satisfactory accounting as provided section 4 above, the County may terminate this Agreement and Provider shall return all payments already made to it by the County fox services which have not been provided or for which no satisfactory accounting has been rendered; or iii. In the event of any fraudulent representation by the Provider in an invoice or other verification required to obtain payment under this Agreement or other dishonesty on a material matter relating to the performance of services under this Agreement. iv. Nonperformance, incomplete service or performance, or failure to satisfactorily perform any part of the work identified in the Scope of Services or to comply with any provision of this Agreement, as determined by the County in its sole discretion. v. Failure to adhere to the terms of applicable county, state or federal laws, regulations, or stated public policy. b. In the event of default by the Provider, the county may elect to terminate this Agreement, in whole or in part and/or require the Provider to repay the funds within seven (~ from written notice of default. The County may (but shall not be required to) grant the Provider an opportunity to cure the default without termination of this Agreement. This clause shall not be interpreted to limit the County's remedies in law or in equity. c. Notwithstanding the foregoing, either party may terminate the agreement at any time without penalty; provided that written notice of such termination is furnished to the other. party at least 30 days .prior to termination. In the event of such termination, any payment due shall be prorated to the date of termination and any unused funds shall be returned to the County within 10 days of termination. AnimalKind, Inc. Orange County Performance Agreement Page 5 of 9 d. Any termination of this Agreement for default under this section that is later deemed to be unjustified shall be deemed a termination for convenience. 7. Insurance. a. General Requirements. the Provider shall purchase and maintain, during the period of performance of this Agreement, insurance: i. Worker's Compensation. For protection -from claims under workers' or workmen's compensation acts; ii. Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Consultant's employees or any other person and to real and personal property including loss of use resulting thereof; b. Limits of Coverage: Minimum limits of insurance coverage shall be as follows: INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE Worker's Compensation Limits for Coverage A -Statutory State NC & Coverage B -Employers Liability $500,000 each accident, disease policy limit and disease each employee Commercial General $1,000,000 Each Occurrence Liability $2,000,000 Aggregate c. All insurance policies (with the exception of Worker s Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party and as a certificate holder. Evidence of such insurance and all correspondence shall be sent to: Orange County Risk Manager Post Office Box 8181 Hillsborough, NC 27278 d. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. 8. Relationship of the Parties. Provider is an independent contractor of the County. Provider represents that they has or will secure, at his own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees or have any contractual relationship with the County. All personnel AnimalKind, Inc.' Orange County Performance Agreement Page 6 of 9 engaged in work under this Agreement shall be fully qualified and shall be authorized and permitted under federal, state and local law to perform such services. 9. Compliance with all Laws. The Provider, at its sole expense, shall comply with all laws, ordinances, orders and regulations of the federal, state or local governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of execution of this Agreement or are adopted at any time following execution of this agreement. 10. Subcontract. The County and Provider deem the services provided under this Agreement to be personal in nature and Provider may not subcontract any rights or duties under this Agreement to any other party without prior written consent from the County. 11. Assignment. The Provider shall not assign this Agreement, including the rights to payment, to any other party without the prior written consent of the County. 12. 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 or property damage, to any person ox persons caused in whole ox in part by the negligence or willful misconduct of the Provider, except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this section to require Provider to indemnify the County to the extent permitted under North Carolina la.w. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. 13. Non-Appropriation. This Agreement is subject to the availability of funds to purchase the specified services and may be terminated at any time if such funds become unavailable. 14. Non-Discrimination. Provider agrees as part of consideration of the granting of funds by Orange. County the parties hereto for themselves, their agents, officials, employees and servants agree not to discriminate in any manner of these basis of race, color, gender, national origin, age, handicap, religion, sexual orientation, familial status or veterans status with reference to any activities carried out by the grantee, no matter how remote. The parties hereto further agree in all respects to conform to the provision and intent of Orange County Civil Rights Ordinance, as amended. This provision is enforced by action for specific performance, injunctive relief, or other remedy as by law provided; this provision shall be binding on the grantees, the successors and assigns of the parties hereto with reference to the above subject manner. 15. Living Wage. Orange County is committed to providing its employees with a living wage and encourages agencies it funds to pursue the same goal. The County's living wage is $10.12 per hour (and may be increased for the fiscal year for this agreement). To the extent possible, Orange County recommends that AnimalKind, Inc. provide a living wage to its employees. AnimalKind, Inc. Orange County Performance Agreement Page 7 of 9 16. Notice. The Parties hereto agree and understand that written notice, mailed or delivered, to the last known address shall constitute sufficient notice to the County and the Provider. All notices required and/or made pursuant to this Agreement to be given to the County and the Provides shall be in writing and mailed to the party addressed as follows: Orange County Animal Services Director Post Office Box 8181 Hillsborough, NC 27278 AnimalKind, Inc. Executive Director Post Office Box 12568 Raleigh, North Carolina 27605 17. Entire Agreement. This Agreement, including any referenced attachments, constitutes the entire Agreement between the parties and shall supersede, replace or nullify any and all prior Agreements of understandings; written or oral, relating to the matters set forth herein, and any such prior Agreements or understandings shall have no force or affect whatsoever on this Agreement. The County and Provider have read this Agreement and agree to be bound by all of its terms, and further agree that this Agreement constitutes the complete and exclusive statement of the Agreement between the County and Provider. 18. Severability. All clauses found herein shall act independently of each other. If a clause is found to be illegal or unenforceable, it shall have no effect on the other provisions of this Agreement. It is understood by the parties hereto that if any part, term or provision of this Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North Carolina or the United States, the validity of,the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid. 19. Governing Law. The laws of the State of North .Carolina shall govern all aspects of this Agreement. In the event that it is necessary for either party to initiate legal action regarding this Agreement, venue shall lie in Orange County, North Carolina. The parties hereby waive their right to trial by jury in any action, proceeding or claim, arising out of this Agreement, which may be brought by either of the parties. IN WITNESS WHEREOF, the Orange County and the Provider have signed this Agreement, effective on the last date this Agreement is signed by both parties as indicated by the dates set forth under signatures below. For and on behalfof the Provider - ~ ~ Beth Livin onL Executive Director -~~-_~~ Date AnimalKind, Inc. Orange County Performance Agreement Page 8 of 9 For and on behalfofOrange County Govertunent Fx .Clifton, until anager Date Approved as to technical content ~~ ~~~^~ Robert A. Marotto, Director Animal Services Department Appr ed a t form and legal sufficiency Anne e M. Moore, Sta Attorney ~ l3,/~~ Date 1 Lo i I Dat This instnunent has been pre-audited sn the manner required by the Local Government Budget and Fiscal Control Act ~a..(... Clarence G. Grier, Financial Services Director ~ ~ `i ~~c Date AnimalKind, Inc. Orange County Performance Agreement Page 9 of 9