HomeMy WebLinkAbout2020-577-E Animal Svc-CLAWS Inc. performance agreement [Departmental Use Only]
TITLE: Claws, Inc
FY: 2020-21
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, 2019, through
June 30, 2020, unless terminated sooner as provided herein, and then renewable for a year
(July 1, 2020 through June 30, 2021) 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 rehabilitation for wildlife they
have discovered near the home or yard, e.g., deer fawn. These calls may not
always result in the impoundment of wildlife and may only require information,
including identification, potential dangers, or other appropriate actions.
iv. At the written request of the Animal Services Director or his/her designee,
provider will advise residents on specific cases.
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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
Orange 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. 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
An age appropriate feeding schedule per species seven (7) days a week
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.
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 pertaining to rehabilitation or made in response to a
written request from Animal Services shall be reimbursed at a rate of $2.50
per/unit cost
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ii. 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 re port,
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.
f. 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 in
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 –
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 Fish
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& 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
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) 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.
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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
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
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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 nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other
11. 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 Chapte r 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.
12. Non-Discrimination. Provider shall at all times remain in compliance with all applicable
local, state, and federal laws, rules, and regulations including but not limited to all state and
federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-
Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/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.
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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
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.
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.
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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 on behalf of CLAWS, Inc.
______________________________ __________________________
Kindra Mammone, Executive Director Date
For and on behalf of Orange County Government
_______________________________ __________________________
Bonnie Hammersley, County Manager Date
DocuSign Envelope ID: 86B60728-3121-4331-9090-EA4C87C3C102
8/28/2020
8/31/2020
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ORANGE COUNTY—DEPARTMENT USE ONLY
________________________________________________________________________
Department
Party/Vendor Name: CLAWS, INC. Party/Vendor Contact Person: KINDRA MAMMONE Contact Phone: 919-
619-0776 Party/Vendor Address: 1516 JO MAC RD City CHAPEL HILL State: NC Zip: 27516 Department:
ANIMAL SERVICES Amount: $10,000 Purpose: WILDLIFE Budget Code(s): 10215220-630000 Vendor #
57503 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New
Renewal Amendment Effective Date 07/01/2020 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 ________________________________________ Date: ________
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 con dition that
was addressed:
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:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________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:
DocuSign Envelope ID: 86B60728-3121-4331-9090-EA4C87C3C102
8/31/2020
8/31/2020
8/31/2020
8/31/2020
10
Office of the Clerk to the Board __________________________________________
DocuSign Envelope ID: 86B60728-3121-4331-9090-EA4C87C3C102
POLICY
EXPIRATION DATE
BUSINESS INCOME
AUTHORIZED SIGNATURE
DAMAGE PREM RENTED TO YOU
GENERAL LIABILITY
LIMITSPOLICY
EFFECTIVE DATE
POLICY
NUMBER
TYPE OF
INSURANCE
INSR
LTR
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.
CERTIFICATE OF INSURANCE ISSUE DATE 6/19/2020
PRODUCER
Jennings Bryan- Chappell Insurance Services
Po Box 1118
Burlington, NC 27216
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).
INSURER(S) AFFORDING COVERAGE
INSURER A:Nautilus Insurance Company
INSURER B:N/A
INSURER C:N/A
INSURER D:N/A
INSURER E:N/A
COVERAGES
A
PERSONAL LIABILITY
NN1070290 1/5/2020 1/5/2021 GENERAL AGGREGATE
PRODUCTS-COM/OP AGG.
PERSONAL & ADV. INJURY
EACH OCCURRENCE
MED EXPENSE (Any one person)
1,000,000
Included
500,000
500,000
100,000
5,000
B COMBINED SINGLE LIMIT
MEDICAL PAYMENTS TO OTHERS
EACH OCCURRENCE
AGGREGATE
INSURED
C EXCESS LIABILITY
D
PROPERTYE BUILDING
CONTENTS
DESCRIPTION OF OPERATIONS / SPECIALTY ITEMS
Entertainment Performed on Others' Premises
CERTIFICATE HOLDER
Orange County Animal Service
1601 Eubanks Rd
Chapel Hill, NC 27516
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Claws, Inc.
1516 Jo Mac Road
Chapel Hill, NC 27516
DocuSign Envelope ID: 86B60728-3121-4331-9090-EA4C87C3C102