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HomeMy WebLinkAbout2018-805-E Animal Svc - CLAWS wildlife contract 18 19 DocuSign Envelope ID: EE2DF149-OB4D-4D91-8CD4-OE65A78413AE [Departmental Use Only] TITLE: Claws, Inc FY: 2018-19 NORTH CAROLINA CLAWS PERFORMANCE AGREEMENT ORANGE COUNTY This Agreement is made and entered by and between the County of Orange, a political subdivision of the State of North Carolina, 200 South Cameron Street, Hillsborough, North Carolina, 27278, and ("County"), by and through the Orange County Department of Animal Services and CLAWS, Inc. {"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 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 Provider agree as follows: 1. Term of the Agreement. The term of this Agreement shall be from July 1, 2018, through June 30, 2019, unless terminated sooner as provided herein, and then renewable for a year Quly 1, 2019 through June 30, 2020) for an additional term under the same terms and conditions upon prior written agreement by the Parties. 2. Scope of Services. Provider shall provide the following services: a. Public Information. Provider shall maintain a help and advice telephone and Internet. connection for residents of Orange County to assist in resolving issues relating to wildlife. i. Provider will receive and refer calls seeking information about rabies,identifying what actions individuals should take with medical professionals and the health department to protect both pets and humans. ii. Provider shall immediately refer calls.involving possible human and/or animal rabies exposure to Orange County Animal Services. iii. Provider will receive and respond to calls seeking information about wildlife they have discovered near the home or yard,e.g., deer fawn. This information includes identification,potential dangers,methods to encourage the animal to relocate,how to discourage pet/wildlife interactions, etc. iv. Provider will receive and respond to calls seeking information on removal or trapping of nuisance wildlife, and provide information on any laws governing trapping,as well as possible dangers to both the relocated animal and those in DocuSign Envelope ID: EE2DF149-OB4D-4D91-8CD4-OE65A78413AE area of relocation when disease,parasites,viruses, or similar problematic issues are introduced to a naive population. v. Provider will provide information to Grange County businesses seeking assistance with an animal that has entered a building,has babies in awkward areas such as inside equipment,or has otherwise created a problem for the business. Provider will provide information on how to encourage a wild animal to voluntarily relocate or leave an area and may refer the party in regard to removal of the animal. vi. Provider will receive calls and acts as a resource regarding disease outbreaks such as West Nile virus,White-nose Syndrome,Salmonella spp.,and waterfowl botulism. b. Receiving and Rehabilitation of Wildlife. Provider shall be available to all residents of Orange County seven days a week,year-round to provide assistance with injured, orphaned,or ill wildlife. i. Provider will accept and care for all native wildlife species from residents of Grange County as allowed by the State of North Carolina. ii. Provider may refer wildlife calls as needed to other qualified rehabilitators as allowed by the State of North Carolina. iii. During the fall and winter months,Provider will maintain clean and suitable caging and environment for each animal in house and a feeding schedule of a maximum of nine (9) hours per day,seven (7) days a week (approximately (5) months of the year). Provider will provide the following forms of care (among others) to wildlife species as needed ■ Medication application and/or administration • Wound cleaning and debridement ■ Bandage and/or splint application and regular changing ■ Laboratory equipment and diagnostic testing of animals received ■ Physical therapy ■ Appropriate housing for species,age,and medical/injury limitations iv. Provider will provide orphan care to wildlife species that includes the following_. ■ Infant formulas appropriate for species and age ■ Appropriate housing and habitat for the species,stage of development, and number in care ■ Feeding schedule of a maximum of 14 hours per day,7 days a week during spring and summer months (approximately 7 months of the year) • Introduction of natural foods when age-appropriate • Outdoor pre-release conditioning,physical assessment,and muscle development c. Staff Training. Provider may provide training to Orange County Animal Service staff members upon receiving approval from the Animal Services Director: d. Any revisions or amendments to this Agreement must be approved in writing by the County and attached as an Exhibit to this Agreement. 2 DocuSign Envelope ID: EE2DF149-OB4D-4D91-8CD4-OE65A78413AE e. 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. 3. Compensation. a. The County shall reimburse the Provider up to a total amount of Ten Thousand Dollars ($10,000) for the term of the Agreement at the rates specified below for services satisfactorily performed in accord with this Agreement. The County shall reimburse the Provider for the following services performed: i. Public Information shall be reimbursed at a rate of$2.50 per/unit cost i. Receiving and rehabilitation of wildlife shall be reimbursed at a rate of $25.00per/unit cost;and iii. Staff Training shall be reimbursed at a rate of$300.00 per training session. b. The Provider shall be paid in four quarterly installments. Payment is contingent upon receipt of the quarterly report and request for reimbursement with related supporting documentation. c. Once Provider has satisfied its obligations as provided in (a) and (b) above, the Provider shall make a request for reimbursement by invoicing the County. d. Payment shall be paid no later than thirty days after receipt of quarterly report, request for reimbursement and satisfactory completion of Paragraph 2, Scope of Work and the Report information included in Paragraph 4 below. e. 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. £ All funds reimbursed to Provider pursuant to this Agreement shall be for the provision of services to persons residing in Orange County. g. Should Provider fail to perform its duties under the terms of this Agreement, the County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. h. The County is not obligated to provide any other support to Provider in this or is succeeding fiscal years. 4. Agency Reporting. a. Provider will provide Orange County a quarterly report that includes a fiscal report, and updates on performance as provided in Scope of Services. Quarterly Progress Report periods are: July 1 — September 30, October 1 — December 31;January 1 — 3 DocuSign Envelope ID: EE2DF149-OB4D-4D91-8CD4-OE65A78413AE 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. b. Quarterly Progress Reports are to be provided to the Orange County Animal Services Director at the address provided in Subsection 15 below. c. Provider agrees to allow the County to inspect its financial books and records which document costs of those services and other records about the information it provides to the public and the receiving and rehabilitating of wildlife during normal working hours upon reasonable notice d. Provider shall inform the County immediately if there are any changes in the permits under which it operates from the Wildlife Resource Commission, United States Nish & Wildlife Services and any other agency responsible for wildlife or/and their rehabilitation, 5. "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 by 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 U 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. 4 DocuSign Envelope ID: EE2DF149-OB4D-4D91-8CD4-OE65A78413AE 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 ( ) days 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. 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. e. 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. 6. Insurance. a. General Requirements. the Provider shall purchase and maintain, during the period of performance of this Agreement,insurance: i. 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 5 DocuSign Envelope ID: EE2DF149-OB4D-4D91-8CD4-OE65A78413AE • Commercial General $500,000 Each Occurrence Liability $1,000,000 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. 7. 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 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. 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. Provider is permitted under federal and state law to rehabilitate wildlife. 9. 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. 10. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County not the Provider shall assign or transfer its interest in this Agreement without the written consent of the other 1.1. 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, 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 6 DocuSign Envelope ID: EE2DF149-OB4D-4D91-8CD4-OE65A78413AE or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147- 86.81. 12. Non-Discrimination. Non-Discrimination. Veterinarian 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 /\c-ww.oringecorinnTnc.gov/dep,Lrtmentslpurchasing 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. 13. 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. 14. 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 CLAWS,Inc. Director Executive Director Post Office Box 8181 1516 Jo Mac Rd. Hillsborough,NC 27278 Chapel Hill,NC 27516 f 15. 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. 16. 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, 7 DocuSign Envelope ID: EE2DF149-OB4D-4D91-8CD4-OE65A78413AE 17. 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. 18. 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. For and an hehalf of CLA WS, Inc. DocuSigned by: itAJra, AAbKt, 11/13/2018 E946623272BB495... r7u,L :a ividiitanuim,-executive Director Date. )Y --Ha ran I.s+Ji- Orange County Govern2ment E6EDocuSigned by: 0637994B755E477... 6lnJAA, �"a*KALYS�,t.� 12/11/2018 Bonme Hammersley,County Manager I)a tc 8 r....... nrl Y. a04MIQ0393 Page:2A2 Date: 11f9120183:04:51 PM DocuSign Envelope ID: EE2DF149-0134D-4D91-8CD4-OE65A78413AE CERTIFICATE OF INSURANCE ISSUE DATE 11/912018 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 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 INSURER(S)AFFORDING COVERAGE Jennings Bryan-Chappell Insurance Services INSURER A: Nautilus Insurance Company PO Box 1118 Burlington,NC 27216 INSURER B- NIA INSURED INSURER C- NIA Claws,Inc. INSURER D: NIA 1516 Jo Mac Road Chapel Hill, NC 27516 INSURER E: N/A COVERAGES 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 POLICY POLICY POLICY LIMITS LTR INSURANCE NUMBER EFFECTIVE DATE EXPIRATION DATE GENERAL LIABILITY NN866946 115/2018 1/512019 GENERAL AGGREGATE 1,000,000 PRODUCTS-COMIOP AGG. Included PERSONAL&ADV-INJURY 500,000 EACH OCCURRENCE 500,000 DAMAGE PREM RENTED TO YOU 100,000 MED EXPENSE(Any one person) 5,000 PERSONAL LIABILITY COMBINED SINGLE LIMIT MEDICAL PAYMENTS TO OTHERS EXCESS LIABILITY EACH OCCURRENCE AGGREGATE I D I E PROPERTY BUILDING CONTENTS BUSINESS INCOME DESCRIPTIOM OF OPERATIONS I SPECIALTY ITEMS Entertainment Performed on Others'Premises CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Orange County Animal Services BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILLBE DELIVEREt)IN Alt;Aindi Morgan ACCORDANCE WITH THE POLICY PROVISIONS. 1601 Eubanks Road AUTHORIZED SIGNATURE Chapel Hi41,NC 27516 This fax was sent with GFI FAXmaker fax server. For more information,visit:http:/lwww.gfi.com DocuSign Envelope ID: EE2DF149-OB4D-4D91-8CD4-OE65A78413AE CERTIFICATE OF INSURANCE ISSUE DATE 111912018 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 AMCNO,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(IE5)MUST 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 HOLIER IN LIEU OF SUCH ENDORSEMENT($), PRODUCER INSURER(S)AFFORDING COVERAGE Jennings Bryan-Chappell Insurance Services INSURER n A: Nautilus Insurance Company �. Po Box 1118 Burlington,NO 27216 INSURER B, NIA INSURED INSURER C: Claws,Inc. INSURER .�.__.D; w_..a...�_.�._.....................�.�.._.�....W....-,.........._�..._..............m.._.......k,.. 1616 Jo Mac Road Chapel Hill,NC 27516 INSURER E: NIA I t COVERAGES 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!LAVE BEEN REDUCED 6Y PAID CLAIMS, _ INSR TYPE OF POLICY POLICY POLICY LIMITS L.TR INSURANCE NUMBER EFFECTIVE DATE EXPIRATION DATE GENERAL LIABILITY NNO66946 11512018 115/2019 GENERAL AGGREGATE 1.000,000 PRODUCTS-COMIOP AGG- Included PERSONAL R ADV,INJURY 500,000 fi EACH OCCURRENCE SUO,Qt?0 DAMAGE PREM RENTED TO YOU 1 OO,t)40 MED EXPENSE(AnY One PMOA) 5,000 PERSONAL LIABILITY COMBINED SiNGL£LIMIT MEDICAL PAYMENTS TO OTHERS I EXCESS LIABILITY EACH OCCURRENCE AGGREGATE D E BUILDING PROPERTY ,..�............. .,...._,._._..........,. ,. ...,..a .........,..�. CONTENTS BUSINESS INCOME DESCRIPTION OF OPERATIONS I SPECIALTY ITEMS En[erteinment Perfarmad an Olhers'PrarniwB CERTIFICATE HOLDER _ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED _ Orange County Animat Services BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Att:Alndl Moirgana ACCORDANCE WITH THE POLICY PROVISIONS. 1601 Eubanks Road AUTHORIZED SIGNATURE Chapel Hill,NC 27516 " �._� —...,. ...w T.TM.. .,. . .�....