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HomeMy WebLinkAbout2018-689-E Animal Svc - AnimalKind spay neuter services d DocuSign Envelope ID: 1E7DD055-EFB3-4CAA-97F8-DFE3B60EA684 (Departmental Use Only] TITLE AnlmalKind FY 2018 - 19 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000 ORANGE COUNTY This Agreement, made and entered into the first day of July 2018, 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., a not-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 AnimalKind, Inc. agree as follows: 1. Definition a. 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"). b. Voucher. For purposes of this Agreement, a "Voucher" is issued by the Provider to Qualified Residents for 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, 2018 to June 30, 2019. 3. Scope of Services. a. Provider will provide the following services: i. Provider will administer a pet spay/neuter financial assistance program fox low-income Orange County residents; DocuSign Envelope ID: lE7DD055-EFB3-4CAA-97F8-DFE3B60EA684 ii. Provide vouchers that enable "Qualified Residents" (as defined in this Agreement) of Orange County to spay or neuter a dog or cat. 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: i. 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 for 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 for 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 Seventeen Thousand and Five Hundred Dollars ($17,500). b. The Provider will use funds paid pursuant to this Agreement to supplement Provider's existing AnimalKind Program. All funds payable to Provider pursuant to this Agreement must be used for the benefit of applicants residing in Orange Ajij.waWnd,lire. (&P. 612018) Orange Corruy PerformanceAgreemeut .Page 2 of 9 DocuSign Envelope ID: 1E7DD055-EFB3-4CAA-97F8-DFE3B60EA684 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 a fee of Ninety Dollars ($90.00) per/surgery plus an administrative fee of $ 5.00 per procedure for each spay/neuter surgery arranged by Provider and performed on behalf of a Qualified Residents qualified by Provider during the term of this agreement. ii. Payments for Services on Behalf of Qualified Residents Who Are Qualified by DSS. The County shall pay a fee of $90.00 per surgery plus an administrative fee of $5.00 per procedure for each spay/neuter surgery arranged by Provider and performed on behalf of Qualified Residents qualified by DSS during the term of this Agreement. 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 monthly installments, contingent upon receipt of the quarterly request for reimbursement and related supporting documentation. 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. £ 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 Orange County and/or the North Carolina Department of Agriculture as needed. b. Provider will provide Orange County a quarterly report that includes a fiscal report, updates on 2014 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 are due by October 22,January 21,April 22 and July 15 of the program year. 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 AndmafiGnd,Inc. (Rep. 612098) Orange County Performance Agreement Page 3 of 9 DocuSign Envelope ID: 1E7DD055-EFB3-4CAA-97F8-DFE3B60EA684 Department of Social Services. The County will mare 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. 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 termination 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 or 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 for 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 (7) 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. AnimalK ad,Ine. pm 612018) Orange County Perjmwano Agvement Page 4 of 9 DocuSign Envelope ID: 1E7DD055-EFB3-4CAA-97F8-DFE3B60EA684 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. 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. Animafi&ad,Inc. pp. 612018) Orau,ge Count Perfonvance Agreement Page 5 of 9 DocuSign Envelope ID: 1 E7DD055-EFB3-4CAA-97F8-DFE3B60EA684 8. Relationship of the Parties. Provider is an independent contractor of the County. Provider represents that they have 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 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. Governing Law. 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. 10. 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 lit" :'iw« .oran)cacountvnc.<aew/cic_art rents/ Li hasin? division c€>ntracts. h ) 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. 11. 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 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. 12. 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. 13. 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. 14. 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 or persons caused in whole or in part by the negligence or willful misconduct of the Provider, except to the extent same are AnimalK hd,Lie. (Rev. 612018) Orange County Per,fonvance-4greemeitt Page 6 of 9 DocuSign Envelope ID: 1E7DD055-EFB3-4CAA-97F8-DFE3B60EA684 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 law. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. 15. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 16. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. 17. 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 Anima]Kind, Inc. Director Executive Director Post Office Box 8181 Post Office Box 12568 Hillsborough,NC 27278 Raleigh,North Carolina 27605 18. 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. AnimaiKlnd,Lrc. (Rev. 612018) Orange County Perfomance Agreement Page 7 of 9 I DocuSign Envelope ID: 1E7DD055-EFB3-4CAA-97F8-DFE3B60EA684 19, 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. 20. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 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. [SIGNATURE PAGE TO FOLLOW] For and on behalfofthe Provider EDOCLISIgned by: pp , i^G+L2 �bV p[41A 10/15/2018 588C154A743EOt8S... vrank Gordon, rresident, Board of Directors Date AnimaKind, Inc. Tot and on behalf of Orange County Goveniment DocuSigned by: 10/19/2018 O�i3799d6755E477_. `'�''7 �unty Manager Date � AnrmafiGnd,Inc. (Rep. 612098) Orange Conuly Performance Agreement Page 8 of 9 DocuSign Envelope ID: lE7DD055-EFB3-4CAA-97F8-DFE3B60EA684 ANIMA-1 ACORO CERTIFICATE OF LIABILITY INSURANCE DATE{MMfL1DlYYYY) 0611412018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE.HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 252.43$-8165 NAIVE"CT Dan Wilson WESTER INSURANCE AGENCY PHONE 252.438-8165 FAX 252-438-6640 1020 S.GARNETT STREET (Alc,NE%Et): (A/C,No): P.O.BOX 769 EOn t HENDERSON,NC 27536-769 Dan Wilson INSURERS AFFORDING COVERAGE NAIC# INSURER A:First Nonprofit Ins Co. INSURED AnimalKind Inc. INSURER B:Stonewood Insurance Co. 11828 Sandee Roof INSURER C,United States Liability Ins 25895 2821 Spring Forest Rd.STE 103 Raleigh,NC 27615 INSURER D. INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS.SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AODL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS ITR A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,006,005 CLAIMS-MADF ❑X OCCUR y y NPP1006855 03 04/06/2018 0410612019 DAMAGE TO RENTED occurrence) $ 300,000 MFD EXP(Any one erson $ 5'000 PERSONAL&AOV INJURY $ 1,0000000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY 1A JEGT LOC PRODUCTS-COMPIOPAGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY C OMI cc INED SINGLE LIMIT $ 1,000,66-0 ANY AUTO NPP1006855 04/06/2018 04/06/2019 BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ Ix ALR OS ONLY X AUOTOS ONLOY ROPERTY DAMAGE ?eraccident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIMB CLAIMS-MADE AGGREGATE $ DED RETENTION$ B WORKERS COMPENSATION X PTRT TF ER H AND EMPLOYERS'LIABILITY 0100-0058526 06/10/2018 06/10/2019 1,000,000 YIN ANY PROPRIETOWPARTNERIEXECUT€VE NIA E.L.EACH ACCIDENT $ (MandataryEn NHS EXCLUDED? E.L.DISEASE-EA EMPLOYEE 1,000,000 Ryyes•desci he under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT B D&OIEPLI ND01076428E 12/29/2017 12/29/2018 D&O 1,000,000 EPLI 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Holder is listed as additional insured.Waiver of subrogation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2821 Spring Forest Rd LLC ACCORDANCE WITH THE POLICY PROVISIONS. 3224 Northside Drive Raleigh, NC 27645 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD