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HomeMy WebLinkAbout2018-324-E Animal Services - Chelsea Landon veterinary servicesDocuSign Envelope ID: F665A77C- 0534- 407D- A62A- E5FOCAE2E7C6 [Departmental Use Only] TITLE Chelsea D. Landon, DVM FY 18 -19 CIClC�L� CONTRACT UNDER $1,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 16 day of July, 2018, ( "Effective Date ") by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County "), party of the first part; and Chelsea Dawn Landon, DVM (the "Provider "), party 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 following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials and /or construction (hereinafter referred to collectively as "Services ") to be furnished under this Agreement are as follows: To administer three year rabies vaccines and implant microchip for the community at the rabies and microchip clinics held by Orange County Animal Services at the request of the Animal Services Director or his designee. The term of this agreement rendered shall be from July 1, 2018 to June 30, 2019. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub - contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1. Pam: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed one thousand dollars, ($1,000 at a rate of $150 per three -hour clinic). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non — waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non- Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may Revised 6118 DocuSign Envelope ID: F665A77C- 0534- 407D- A62A- E5FOCAE2E7C6 be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orange If County's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here Personal Liability Insurance (if no additional insurance required mark NIA as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7. Entire Agreement and Si names: 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 signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- 86.81.1n determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Non - Discrimination: Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations. Including but not limited to all state and federal non- discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http:// www. orangecountync. gov/ departments /purcbasing _division /contracts.php). Any violation of the Orange County Non - Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non - performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the Revised 6 /I8 2 DocuSign Envelope ID: F665A77C- 0534- 407D- A62A- E5FOCAE2E7C6 parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. Limitation and Assignment. The County and Provider each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. 12. Severabilfty. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 13. Ownership of Work Product. Should Veterinarian's performance of this Agreement generate documents, items or things that are specific to the services rendered to the County such documents, items, or things shall become property of the County and may be used on any other project without additional compensation to the Veterinarian. The use of the documents, items, or things by the County or by any person or entity for any purpose other than the services rendered to the County as set forth in this Agreement shall be at the full risk of the County. 14. Non Appropriation: No provision of this Agreement shall be construed or interpreted as creating a pledge of the faith and credit of the Orange County within the meaning of any constitutional debt limitation. No provision of this Agreement shall be construed or interpreted as creating a delegation neither of governmental powers nor as a donation by a lending of the credit of Orange County within the meaning of the Constitution of the State of North Carolina. This Agreement shall and does not directly or indirectly or contingently obligate the Orange County to make any payments beyond those appropriated in the sole discretion of Orange County for any fiscal year in which this Agreement shall be in effect. No deficiency judgment may be rendered against Orange County in any action for breach of a contractual obligation under this Agreement and the taxing power of Orange County is not and may not be pledged directly or indirectly or contingently to secure any monies due under this Agreement. [SIGNATURE PAGE TO FOLLOW] Revised 6/18 DocuSign Envelope ID: F665A77C- 0534- 407D- A62A- E5FOCAE2E7C6 IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORA 1LTd -- f- 4- %TTlU7'V By, 1fDocuSigned by: 66 hm�6 C9B58115B7DD482.. Oepartment liirecior 200 S. Cameron St. P.O. Box 8181 Hillsborough, NC 27278 Revised 6118 4 PRQVMF -R DocuSigned by: T1ti 1 B2DCE8 NOMF4_. Chelsea Dawn Landon, DVM 3710 Cole Mill Road Durham, NC 27712 -2902 DocuSign Envelope ID: F665A77C- 0534- 407D- A62A- E5FOCAE2E7C6 AV MA I P L 1 T® Veterinary Professional Liability Protecting you through it all Insurance Policy Certificate of Insurance This policy provides occurrence coverage. Please review the policy carefully. ITEM 1: Insured by the stock company below and hereinafter called the Company Zurich American Insurance Company ITEM 2: Named Certificate Holder, member number, species, and address I Master Policy Number: EOL 5241302 -13 Chelsea Dawn Landon, DVM 3710 Cole Mill Rd Durham, NC 27712 -2902 Member Name Member No. Chelsea Landon 284041 ITEM 5: Premium and coverage summary Primary Professional Liability Veterinary License Defense TOTAL DUE: X ZURICH U- VPL- 103 -A -CW (07104) Certificate Number: VETPRO 127933 FOR INFORMATION OR TO FILE A CLAIM PLEASE CALL (800) 228 -7548 ITEM 3: Policy Period From: 01/01/2018 To: 01/01/2019 12:01 am Standard time at the address of the Named Certificate Holder as stated herein ITEM 4: Limits of Liability Species Type Each claim $ 100,000 [IV] Small Animal Exclusive Aggregate $ 300,000 ITEM 6: Forms Attached at Issuance: $185.00 U -VPL 100 -A CW (07104); U- VPL -103 -A CW (07104); GU- 1191 -A -CW (3115); U- $85.00 VPL -128 -A NC (10104); U- VPL -155 -A NC (10104); U- VPL - 102 -13 CW (06111); U- GU -319 -F (01109); U- GU- 1194 -A CW (08/15) $270.00 ITEM 7: Schedule of Plan Numbers and location(s) for Professional Extension Endorsement (Animal Bailee) / Embryo and Semen Storage (if purchased): For additional locations, please see the attached page Location Number /Address Extension Plan Embryo Plan ITEM 8: Veterinary Professional Liability Regulatory Action License Defense Coverage endorsement (if purchased): This Certificate of Insurance is issued off the Master Policy held by the American Veterinary Medical Association (AVMA) Professional Liability Insurance Trust. By Limit: $ 25,000 acceptance of this policy the Named Certificate Holder agrees that the statements in the certificate and the application and any attachments hereto are the Named Authorized Signature Certificate Holder's agreements and representations and that this policy embodies all agreements existing between the Named Certificate holder & the Company or any of its representatives relating to this insurance. Notice to the Company: Zurich American Insurance Company P,O. Box 968041 Neil R. Hughes, President Schaumburg, IL 60196 -8041 HUB International Midwest Limited