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HomeMy WebLinkAbout2019-905-E Animal Svc - GreaterGood.org Cat Pawsative enrichment program DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 [Departmental Use Only] TITLE Cat Pawsitive EY 19-20 NORTH CAROLINA SERVICES AGREEMENT NO RFPIRFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this December day of 9, 2019, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and GreaterGood.org and the Cat Pawsitive Participating Organization , (hereinafter,the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of projecl): The Jackson Galaxy Project's Cat Pawsitive is a mojo- enhancing, positive-reinforcement clicker training initiative that enriches day-to-day r life for cats in shelters, builds new skills for cats as well as shelter staff and volunteers,promotes the human-cat bond, and helps improve adoptability. ii) By executing this Agreement, the 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance Revised 11/19 1 DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall_be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active,and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this f Agreement. 3. Basic Services �. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provide services to the department in accordance with the "Cat Pawsitive Agreement" which is attached as "Exhibit A" pages 1-5 and is hereby incorportated by reference. 4. Duration of Services a. Term. The term of this Agreement shall be from 01/03/2020 to 04/13/2020. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 11/19 2 DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be Q 1/03/2020. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Zero Dollars ($0). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the 1 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. c. Additional Services. County shalt not be responsible for costs related to any services in addition to the Basic Services perfonned by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. b. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Tiani Schifano) to act as the County's representative with respect to the Project and shall have the authority to `s render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may 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.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in Revised 11/19 3 DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons 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. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 1. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only aver receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. 'I'his Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has eared to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver- by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. Revised 11/19 4 DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assip-nrrrent. The County and the 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. b. 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 Iist created by the State Treasurer pursuant to G.S. 147-86.81. c. 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.oran ecoun�tync.s-ov!deLiai,tmetits/IItirclla-,in�-, 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. d. 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. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. Revised 11119 5 S DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 f. Severability. 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. g. 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. h. 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. i. Signatures. 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 t Article 11 A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Tiani Schifano GreaterGood.Org P.O. Box 8181 600 University Street Suite 1000 Hillsborough, NC 27278 Seattle, WA, 98101 [SIGNATURE PAGE TO FOLLOW] Revised 11/19 6 DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: OocuSigned by: IIDocuSigned by: By: 66 du.VW6 By: I am+ash(, rbl�i.Y'6 C9B58115B77D492... C461278ABE5B4E5.. Christie Rogero, Program Manager Printed Nance and Title a 9 F Revised 11/19 7 DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 EXHIBIT A J463 AWSiTIVU in�Kn�wj►xr t�,a>r,:ixaxle' This SPRING 2020 CATPA WSiTiVE PROGRAM PARTICIPATION AGREEMENT("Agreement"),effective as of the mast recent date shown below as executed, is entered into by and between GreaterGood.arg("GG0")and the Cat Pawsitive Participating Organization ("Organization")identified below.The Parties are entering into this Agreement to set forth expectations for participation by the Organization in GGO's Jackson Galaxy Project(1GP)'s Cat Pawsitive("CP")Training Program. Agreement Contact Information for The Jackson Galaxy Project("JGP"),a Signature Program of GreaterGood.org: Christie Rogero, Program Manager, Cat Pawsitive Contact E-mail:christierogero@greatergood.org Spring 2020 Cat Pawsitive Program Activity Start Date and End Date: January 3, 2020 through April 13, 2020(with data collection through March 30,2021) Cat Pawsitive is an approximately 12-week training program, plus time for data collection/submission. • The Organization's Cat Pawsitive Team Leader will begin official training on January P. ■ The full team will begin training on January 17t". • The program ends on March 30". ■ Data from the semester will be due on April 13'". • Data collection continues for one year after the end of the program. Grants or Products Provided to Organization by GG©(including but not limited to): The JGP Cat Pawsitive training program webinars and training modules(accessed online via Bridge Learning Management System);exclusive Cat Pawsitive training tools; publicity for❑rganlzation(via media releases,and The JGP,GGO, and Jackson Galaxy websites and social media) related to participation in program. Program Expectations: Organization shall: ■ Ensure participation of appropriate team members in assigned content review,training, meetings, and webinars. • Ensure participation of appropriate team members in all aspects of the Cat Pawsitive program, including, but not limited to:webinars,training material review,team meetings, hands-on training of cats, recording and submission of data,taking photos/videos of cats as required, and taking adoption photos. • Ensure tracking and submission of all required program data for cats and people participating in the Cat Pawsitive program. ■ Data will be collected by various methods throughout the program, including:Survey Monkey,JGP behavior training journals,and a data spreadsheet(Microsoft Excel). 1 DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 ■ Completed data spreadsheets and behaviorjournals will be due on April 13, 2020. • Ensure that the data spreadsheet continues to be maintained through March 30, 2021 to track various metrics relevant to the cats and people participating in any form of positive reinforcement clicker training after the official end of the program.The year-long data spreadsheet will be due on April 15,2021. • Ensure completion of all required GGO follow-up reports and impact surveys regarding continued use of positive reinforcement training for one year fallowing completion of program. ■ Items to be tracked include, but are not limited to, number of cats participating,number of adoptions, length of stay [LOS] of trained cats and regular cat population, return rate of trained cats and regular cat population, number of volunteers/staff participating. ■ Ensure adequate staff and/or volunteer participation(between four and six total people)for the program ■ Assign one person to serve as a Cat Pawsitive Team Leader.This person should be assigned by November 20`'and his/her name and contact information provided to GGO via Foundant by that time. • In addition,Organization will work with Cat Pawsitive Team Leader to assign(a minimum of three and up to five)staff members and/or volunteers to be part of the Organization's Cat Pawsitive team.On January 3, 2020,the Organization's Cat Pawsitive Team Leader will receive guidance on choosing team members.The Team Leader should submit team member contact information to GGO by January 10,2020.Please note that Cat Pawsitive training supplies(dickers, treat aprons,etc.)will not be shipped to the Organization until the team list has been submitted. ■ Once Organization's initial Cat Pawsitive team completes training,the online training materials will become available for use by entire Organization. • Ensure adequate training session time for participating cats and team members ■ An average of 20-30 minutes per cat, per training day; 3-4 training days per week. • With guidance from GGO,ensure selection of appropriate cats for training during the program. (If a participating cat is adopted during the program,Organization will select another appropriate cat to be trained.)Team Leader will receive guidance on choosing cats for the program. ■ Ensure Team Leader and team member access to participating cats ■ Please note that for Cat Pawsitive to be successful,participating volunteers and staff must be able to have access to cats for training at flexible times that allow the optimal number of volunteers to work with the optimal number of cats. Training of cats can occur during and/or outside of adoption hours,whenever your building is open to staff.Training does not need to be limited to times when the general public does not have access to the building. • Provide a Cat Pawsitive space in the she center, if Organization has a central physical location. ■ This is a small space where team members can securely store Cat Pawsitive supplies and post updates an progress and adoption status of program cats.This can be as simple as providing a storage bin and a white board in the volunteer sign-in area,in a break room,in a storage area...anywhere that team members can go before and after every training session to pick up supplies,fill out and store behavior journals, and stay in the loop with how things are going with each cat. ■ Complete Cat Pawsitive training assignments by deadlines as set forth by GGO. 2 DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 • Keep written (hard copy)training session behaviorjournaIs for each cat,with notes on each training session,and submit scanned journals to GGO at the end of the program (journals provided by GGO). • Provide adopters with designated GGO-created handouts and giveaways related to Cat Pawsitive. • Commit to social media participation ■ Organization must be able to promote on a regular basis their participation in Cat Pawsitive on their social media networks.The Organization shall tag The JGP,GGO and all designated program sponsors(including but not limited to Petco Foundation)in social media posts. • JGP recommends that Team Leaders have direct access to the shelter's social media networks(or direct access to the person responsible for posting)so that photos,videos and stories about CP can be shared quickly and easily with required tags.Organization must ensure that all postings and content comply with the terms of the GGO Grant of License and any other controlling contractual obligations. • Provide GGO with photos and videos • Share with GGO and Cat Pawsitive program sponsors high-resolution photos of the Cat Pawsitive team members(such as posed group photos,posed photos of Team Members with cats,etc.),and photos and videos of Cat Pawsitive team members demonstrating training in action,as requested by GGO. • Please note that photos and videos supplied to GGO and program sponsors may be shared with the public. I ■ Share with GGO photos of cats demonstrating trained behaviors. • Please note that photos and videos supplied to GGO and program sponsors may be shared with the public. ■ Create and submit to GGO short videos thanking program sponsors(including,but not limited to)Petco Foundation. • Please note that photos and videos supplied to GGO and program sponsors may be shared with the public. ! ■ Share with GGO adoption-clay/transfer-day photoV The JGP and GGO actively promotes photos of any adopted/ transferred CP cats. Ideal photos will show the adopters with the cat and with a Cat Pawsitive adoption sign(which will be provided by GGO).All staff and volunteers in the organization should be made aware of this important aspect of the program. • Team Leader shall notify GGO of all adoptions or transfers so that they can be properly promoted.Details on how Team Leader will submit photos will be provided during training. • Please note that photos and videos supplied to GGO may be shared with the public. ■ Share with GGO short videos as well as photos and brief descriptions of Cat Pawsitive cats'program participation, showing mastery of trained behaviors. ■ Please note that photos and videos supplied to GGO maybe shared with the public. ■ Share with GGO testimonial videos from Cat Pawsitive participants at the end of the program,if requested. • Please note that testimonial videos supplied to GGO may be shared with the public. ■ Participate in Media/PR efforts g ■ If requested,make available to GGO appropriate Organization staff and Cat Pawsitive team members to be interviewed and/or photographed for articles about the Cat Pawsitive program at the Organization,(Typical 3 DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 interviewees are the Executive Director,Shelter Manager,Cut Pawsitive Team Leader and some Cat Powsitive team members.] ■ Work with GGO to coordinate media releases and other content in the Organization's media market. • Share Cat Pawsitive knowledge and experience with other organizations upon request ■ Agree not to sell or barter any product donated via the Cat Pawsitive program(this includes product donated by sponsors). • Display provided Cat Pawsitive signage and utilize branded kennel cards and adoption-related materials throughout shelter and other adoption/training locations. • Be responsible far complying with its contractual obligations to GGO and any/all other contractual obligations Organization may hold and shall indemnify and hold harmless GGO for any acts or omissions of the Organization with respect to other contractual obligations so held. • Organization represents that all individuals appearing in any media made during,or otherwise provided to GGO and Cat Pawsitive,have provided to the Organization a signed model release that incorporates the terms of this agreement and the GGO Grant of License Agreement by reference and attachment. Organization shall provide to GGO copies of any and all model releases, if so requested in writing. Organization also agrees to indemnify and hold harmless GGO with respect to any claims made by individuals shown in any media created, obtained or otherwise used in this program. • GGO may use 0rganization's name,logos, pictures, photographs,or video and/or audio recordings of Organization's staff/volunteers on television, on radio,on the Internet, in e-mails,and in stories, news articles, advertisements,or other written or digital materials.Such uses may include education, advocacy,and fundraising. GGO does not have to notify the Organization of such use or provide the Organization with other consideration for such use.The Organization waives any rights of privacy and/or publicity it may have in connection with these uses. • In the event Organization fails or refuses to meet the terms of this agreement or for other reasons, including no reason,GGO reserves a Right of Cancellation. If elected,Cancellation will be by written notice from GGO to Organization and shall be effective the date of receipt. In the event of Cancellation,Organization will be responsible for the immediate return of all program supplies received from GGO and from sponsor(s),and Organization will be E responsible for the shipping costs associated with the return of those supplies. • This Agreement shall not in any way constitute or create an employer/employee relationship between GGO and the Organization, its employees,agents,contractors and/or volunteers. ■ Organization, its employees,agents, contractors and/or volunteers acknowledge the risks associated with the program activities, including but not limited to, bites,scratches,zoonotic diseases,parasites,severe or possibly fatal allergic reactions,exposure to cleaning and disinfection products, and physical injuries associated within and without of the facilities. Organization, its employees, agents,contractors and/or volunteers release and hold harmless GGO from all actions,causes of action,claims,liabilities and/or demands made, at any time and whether known or unknown,for injury, illness and/or death arising from or related to the activities associated with this program. • G reaterGood.org is not responsible for any damage to personal and/or facility property.Organization, its employees,agents,contractors and/or volunteers release and hold harmless GGO from all actions, causes of action, claims, liabilities and/or demands made,at any time and whether known or unknown,for any damage to property arising from or related to the activities associated with this program. 4 l DocuSign Envelope ID: E0088F53-4B59-4B18-AAE6-F12ED9C19056 • Organization represents and warrants that any and all necessary releases have obtained from all employees, agents,contractors and/or volunteers for participation in this program and that Organization indemnifies GGO against all actions,causes of action, claims, liabilities and/or demands made by others. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective and duly authorized representatives as of the date set forth below: FOR GREATERGOOD.ORG FOR ORGANIZATION Organization Name: Signature of Program Manager: Signature of Director of Organization: Name: Christie Rogero Name: Title: Program Manager, Cat Powsitive Title: Date: Date: Please upload this signed agreement,the GGO Grant of License agreement,and the GGO Partner Participation Agreement to Foundant by November 20, 2019. 5