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HomeMy WebLinkAbout2021-127-E Animal Svc-Independent Animal Rescue barn cat services DocuSign Envelope ID: EEF8676B-OD21-4058-AF25-BDOC892BF50C [Departmental Use Only] TITLE IAR FY 21 NORTH CAROLINA FREE-ROAMING CAT SPAY/NEUTER PROGRAM CONTRACT ORANGE COUNTY This Services Agreement is between the Orange County, a local political subdivision of the State of North Carolina ("County") by and through the Orange County Animal Services Department ("Department") and Independent Animal Rescue, Inc., ("Provider") for the provision of veterinary surgical services for free-roaming cats within Orange County("free-roaming cats"). WITNESSETH WHEREAS, the County is working toward controlling animal overpopulation in Orange County to avoid the unnecessary euthanasia of free-roaming cats and costs associated with their care prior to euthanasia; and WHEREAS, to control population and avoid euthanasia of free-roaming cats, there is a need in Orange County for low-cost spay and neuter services for free-roaming cats; and WHEREAS, Provider desires to provide low-cost spay and neuter services for free- roaming cats in Orange County; and NOW,THEREFORE,in consideration of the promises and of the mutual covenants hereinafter set forth, County and Provider agree to the following terms and conditions: A. The County agrees to coordinate and schedule at agreed upon times with Provider to provide low cost spay and neuter services to free-roaming cats brought to the Department by Orange County residents. The County further agrees to compensate Provider for spay and neuter services provided to free-roaming cats that are brought to Provider by Orange County residents. B. The Provider agrees to arrange for the provision of low-cost spay and neuter services for free-roaming cats within Orange County at its facility located at 3321 Guess Road, Durham,North Carolina 27705. Each free-roaming cat spayed or neutered pursuant to this Agreement shall receive a rabies vaccination, an FVRCP vaccination, a microchip, and other medication as deemed appropriate by the attending veterinarian. Provider shall provide Orange County documentation of the performance of these services. Provider agrees to ensure the veterinary services contemplated by this agreement are performed only by veterinarians meeting the following criteria: 1. Conduct business in a manner compliant with the laws and professional standards set forth by the North Carolina Veterinary Medical Board and the American 1 February 2020 DocuSign Envelope ID: EEF8676B-OD21-4058-AF25-BDOC892BF50C Veterinary Medical Association and shall provide services in accordance with the values and ethics of the veterinary profession; and 2. Maintain a license to practice veterinary medicine, that is current and in good standing, within the state of North Carolina as well as the level of expertise and education necessary to keep abreast of current industry standards and practices; and 3. Purchase and maintain, during the period of performance of this Agreement, Professional Liability Insurance covering personal injury, bodily injury and property damage, and claims arising out of or related to the performance under this Agreement by the Veterinarian and his agents, consultants, and employees. The minimum required coverage of the Professional Liability Insurance shall be $1,000,000 each occurrence and $1,000,000 aggregate. Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. C. Provider agrees to purchase and maintain, during the period of performance of this Agreement, 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 Provider's employees or any other person and to real and personal property including loss of use resulting thereof. The minimum required coverage of the Comprehensive General Liability Insurance shall be $1,000,000 each occurrence. This insurance policy shall name Orange County Animal Services 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 Nothing in this section is intended to affect or abrogate the County's sovereign immunity defenses. D. Hours and Days of Operation. Surgical services shall be provided at Provider's facility, located at 3321 Guess Road,Durham,North Carolina 27705. Scheduled hours of operation and time for the County to drop-off and pick-up free-roaming cats for services shall be mutually agreed upon by County and Provider. E. Hold harmless. Provider will defend, indemnify, and hold harmless the County, its elected officials, employees or volunteers 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 misconduct of the Provider and/or veterinarians performing the services contemplated by this Agreement, 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. 2 February 2020 DocuSign Envelope ID: EEF8676B-OD21-4058-AF25-BDOC892BF50C F. 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 eg countync. o�partments/purchasing 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. G. Term. The term of this Agreement shall be from February 16, 2021 through December 31, 2021,unless terminated sooner as provided herein; and then renewable for a year(January 1, 2022 through December 31, 2022) for an additional term under the same terms and conditions upon prior written agreement by the Parties. H. Compensation for Services. 1. Compensation for services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Services is Fourteen thousand dollars ($14,000). Payment for services shall become due and payable within thirty (30) days of Provider properly invoicing County as provided below. Payment shall be subject to provisions of the subsection titled"Disputes,"below. 2. Fee. County shall pay Provider Sixty-Five Dollars ($65.00) for each free- roaming cat treated under this Agreement. 3. Terms of Payment: Provider shall a summary sheet/invoice for monthly services to the County on or about the tenth of every month. This documentation shall be submitted to Orange County and be addressed to: Animal Services Director Orange County Animal Services Center 1601 Eubanks Road Chapel Hill,North Carolina 27516 Payment shall be made to Provider and be addressed to: Independent Animal Rescue, Inc. Post Office Box 14232 Durham,North Carolina 27709-4232 4. 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 3 February 2020 DocuSign Envelope ID: EEF8676B-OD21-4058-AF25-BDOC892BF50C 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. 5. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. I. Termination. This Agreement may be terminated at any time without penalty by either party, with or without cause, upon delivery of written notice of termination furnished to the other party at least ninety days prior to termination of the Agreement. In the event of such termination, any payment due shall be prorated to the date of termination. J. Notice shall be provided to and sent as follows: 1. For Orange County: Robert A. Marotto, Animal Services Director, Orange County, Animal Services Center, 1601 Eubanks Road, Chapel Hill, North Carolina 27516. 2. For Provider: Independent Animal Rescue, Inc.,P.O. Box 14232,Durham,NC 27709-4232. K. OSHA Compliance. Provider controls the facilities where veterinarians will perform spay and neuter services contemplated by this Agreement. It is agreed Provider is primarily responsible for compliance with the Occupational Safety and Health Act (OSHA) and comparable state laws and regulations to the extent those laws apply to the Provider. L. Independent Contractor. Provider is an independent contractor of County. Any individual engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered 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 agents while so engaged shall be the sole obligation and responsibility of the Provider. M. 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 4 February 2020 DocuSign Envelope ID: EEF8676B-OD21-4058-AF25-BDOC892BF50C Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. N. 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 nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other O. Entire Agreement. This Agreement contains the entire understanding of the parties and shall not be altered, amended or modified except by an agreement in writing executed by the duly authorized officials of both parties. P. 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 or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Q. 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. R. 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. S. 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. T. 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 11 A and Article 40 of North Carolina General Statute Chapter 66. 5 February 2020 DocuSign Envelope ID: EEF8676B-OD21-4058-AF25-BDOC892BF50C IN WITNESS WHEREOF, the parties have hereunto signed this Agreement on the day and year listed below. FOR AND ON BEHALF OF INDEPENDENT ANIMAL RESCUE, INC. alas,haw 2/16/2021 Alan Dow, President Date FOR AND ON BEHALF OF ORANGE COUNTY �l°Jolll`03 by: 2/22/2021 lnbut,lkawxt3198L1T/33EFT1.. Bonnie Hammersley, County Manager Date 6 February 2020 DocuSign Envelope ID: EEF8676B-OD21-4058-AF25-BDOC892BF50C ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Independent Animal Rescue Party/Vendor Contact Person: Alan Dow Contact Phone: 919- 403-2221 Party/Vendor Address: Post Office Box 14232 City Durham State:NC Zip:27709 Department:Animal Services Amount: Up to $18,381 Purpose: S/N of Barn Cats Budget Code(s): 30215020 629014 Vendor#64938 (N/A if new vendor) Vendor is a BOCC consultant? Yes❑No® Contract Type: (Check one)New® Renewal ❑ Amendment ❑ Effective Date 01/13/21 Approved by Board Yes❑No❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director's Signature f'6, kff*6 Date:2/19/2021 L9E5HI13H)OW _. Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed:There were delays as a result of the annual term of this contract combined with the challenges cov2D has presented in this area. RAM Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: Qlisa(,ow 6 2/19/2021 Office of the Risk Management OfficeLIE-F, Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: ­Sls,�„�,�Office of the Chief Financial Officer Date:2/20/2021 Legal Services This agreement is approved as to legal form and sufficiency: Qwu� Mark rosco 212212021 Office of the County Attorney,� n Date: Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: 7 February 2020 DocuSign Envelope ID: EEF8676B-OD21-4058-AF25-BDOC892BF50C INDEANI-01 SPARKER 7 DATE(MM/DDIYYYY) ,a►`�® CERTIFICATE OF LIABILITY INSURANCE 11/18/2020 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). CONTACT Sterling S. Parker PRODUCER NAME: Trisure,an Alera Group Company PHONE FAX Ne);(919 467 4987 4325 Lake Boone Trail,Suite 200 (Arc,E-MAILE s (919)469-2473 ) IL s arker trisure.com Raleigh,NC 27607 ADDRESS. p INSURERS AFFORDING COVERAGE NAIC# INSURER A:Cincinnati Specialty Underwriters Ins.Co. 13037 INSURED INSURER B:Travelers Property Casualty Company of America 25674 Independent Animal Rescue INSURER C: P.O.Box 14232 INSURER D Durham,NC 27709-4232 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 CEDRT FICATE MAY BESTANDING OR MAY PERITRAIN, THE TINSURANCE OAFFORDED NDITION FBYNTHE POLICIES Y CONTRACT ODEOSCRI EDTHER OHEREIN IS SUBJECT TO ALCUMENT WITH RESPECT TO WHICH THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE SD VD POLICY NUMBER M IDD Y)Y /DD 1,000 000 A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 1 DAMAGE TO RENTED 100,000 CLAIMS-MADE ❑X 11/17/2020 11/17/202 OCCUR CSU 0091936 PREMISES Ea occurrence1 $ MED EXP(Any oneperson) $ PERSONAL&ADV INJU 5 GENERAL AGGREGATERY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: $ 2,000,00U 000,000 PRO LOC PRODUCTS-COMP/OP AGG $ POLICY❑ 2, JECT ❑ $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY Ea accident $ BODILY INJURY Perperson) $ ANY AUTO OWNED SCHEDULED BODILY INJURY Per accident $ AUTOS ONLY AUTOS PROPERTY DAMAGE HIRED NON-AWNED Per accident $ AUTOS ONLY AUTOS ONLY $ 1,000,000 B X UMBRELLA LIAR X OCCUR EACH OCCURRENCE 5 CUP1N547889 1/31/2020 1/31/2021 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ _. DED X RETENTION$ 5.000 _ $ WORKERS COMPENSATION ST H ATUTE ER AND EMPLOYERS'LIABILITY Y/N E.L.EACH ACCIDENT $ ANY PROPRIETOP!PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? N I A (Mandatory In NFFII1 E.L.DISEASE-EA EMPLOYEE $ If yes,describe under E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is an additional insured as respects General Liability when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County Animal Services ACCORDANCE WITH THE POLICY PROVISIONS. 1601 Eubanks Rd Chapel Hill,NC 27516 AUTHORIZED REPRESENTATIVE U. ACORD 25(2016/03)I owl ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD