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Home My WebLink About20230262.tiffCor*va&-&- lD± SS 0 Z BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND: 2023-2026 Pets Emergency Hospital Contract Extension/Renewal DEPARTMENT: Sheriffs Office - ACO Unit DATE: 10/18/2024 PERSON REQUESTING: Lt. Ben Endreson (Patrol) and Sonja Kohlgraf, WCSO Finance Manager Brief description of the problem/issue: The WCSOACO Unit brings injured pets, who need initial vet care before they are dropped off at the NOCO Humane, to Pets Emergency Hospital (PEH). WCSO's current 2023 contract with PEH in Greeley covers vet care at a per case fee of $156 per animal. PEH is asking to increase the treatment fee to a flat rate of $650.00 per case based on 2023 actual case pricing and an applied reduction to the rate. According to PEH, in 2023 there were approximately 75 animal control cases from Weld County which resulted in PEH collecting $11,625.00. PEH believes their 2023 actual cost was $60,345.00, or $804.60 per case. The proposed $650 flat rate would be a discounted rate for 2024. The WCSO Patrol unit has met with PEH's leadership and explained that WCSO could not take such a significant increase because 2024 WCSO budget was already set, proposing a $300 per case rate instead. PEH is not able to offer the $300 per case rate and responded that $650 per case was already deeply discounted and that was their set proposal. WCSO has researched 24 -hour vet emergency clinics and unfortunately PEH (ThriveVet) is the only one available in our area. The next closest clinic is owned by the same company and would have similar pricing. The 2024 and 2025 Budget lines for ACO vet services have been adjusted accordingly. The contract has been reviewed by the County Attorney's Office and the Sheriff's Office. What options exist for the Board? (include consequences, impacts, costs, etc. of options): • Approve the 2024-2026 PEH contract to ensure that WCSO ACO has a venue to take injured pets to before they are dropped off at the Humane Society. • Do not approve the contract and WCSO will have to find a different provider of services. • Schedule a work session for further information. Recommendation: The WCSO recommends approval of the contract. CoY1wft(0/30/Z4 C.c. : Onha�e. (S0) 0/30/2y 2023 - 02102 so 0o(l- Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro -Tern Mike Freeman Scott K. James Kevin D. Ross , Chair Lori Saine o 2 I•�,- CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN THE WELD COUNTY AND PETS EMERGNECY HOSPITAL ; • This Amendment, made and entered into "day of octO IfP 2.D.N., , by and between the Board of Weld County Commissioners, on behalf of the Weld County Sheriff's Office, hereinafter referred to as the "County", and Pathway Vet Alliance LLC dba PETS Emergency Hospital hereinafter referred to as the "Contractor". WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2023-0262, approved on January 23.2023. WHEREAS the parties hereby agree to amend the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • This Amendment, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents, which shall be effective upon execution of this amendment. 1. Section 4. "Termination; Breach; Cure." of the Original Agreement is amended as follows: The County or Contractor may terminate the Agreement for its own convenience upon thirty (30) days written notice to the Other Party. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked "DRAFT- INCOMPLETE." If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contractor provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 2. EXHIBIT A of the Original Agreement is struck in its entirety and replaced with the attached AMENDED EXHIBIT A. 3. All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. BOARD OF COUNTY COMMISSIONERS CONTRACTOR: Stefanie Box, Chief Legal Officer Pri Oct 17, 2024 Signature WELD COUNTY, C Kevin D. Ro;s, �ihaiir,�� ATTEST: C._PrAZa �i�a i..�' �' Weld County Clerk to the Board BY: Deputy Clerk to the Board /, thrive LEGAL JN zoz3-O710Z AMENDED EXHIBIT A Services: • Cost is a flat fee of $650.00 per injured cat or dog if billed to Weld County. • Pets Emergency Hospital (PEH) will provide 24/7 veterinary services to injured or ill stray pet animals (dogs and cats) brought in by the Weld County Sheriff's Office animal control officials (ACO). ACO and/or PEH will make reasonable attempts to identify the pet owner by checking collars for tags, microchip scanning, and checking with the Weld County Humane Society for reported lost animals. When an owner is identified, contacted, and claims the animal, the owner shall become fully liable for all PEH charges incurred. • If an owner is contacted by PEH or ACO about an animal that was brought in by ACO and chooses to officially surrender their animal to Weld County because they choose not to be liable for the incurred PEH cost, or if an owner cannot be located, Weld County will claim the animal and pay the flat fee of $ 650.00 per injured dog or cat. • The flat fee will include all medical, surgical and hospitalization services deemed necessary and appropriate by the attending veterinarian. Additionally, PEH will provide phone consultation with the appropriate person(s) at the Weld County Sheriff's Office at no charge. The decision to relieve the patient's suffering versus diagnostic testing, surgery, etc. will be at the discretion of the PEH emergency veterinarian. For cases in which finding the owner seems more likely (the animal is micro chipped, had ID/rabies tags, etc.), this will factor into the decision to attempt treatment, although treating and/or relieving a patient's pain and suffering will be given priority. • In cases where the patient's injuries/condition necessitates humane euthanasia, the flat rate fee of $650.00 per dog or cat will still apply. This will include the examination fee, treatment provided (i.e., pain relief, attempted stabilization, etc.) and euthanasia. Scatter cremation will be provided by PEH and is included in the flat rate fee. • Weld County Sheriff's Office will be responsible for transport of all patients to NoCo Humane Society after treatment is completed. Weld County Sheriff's Office will provide care for patients brought in by Good Samaritans within their jurisdiction. Animal control officers must call ahead prior to arrival to confirm PEH is able to see the patient. Billing: • All cases must have a valid case number. • Agency will receive billing statement monthly for review and reconciliation. Each billing cycle will be sent at the beginning of each month with NET -30 Terms. (tt!!! a LEGAL) � JN Contract between Thrive andBoard of Weld County Commissionersfor PETSER Final Audit Report 2024-10-17 Created: 2024-10-17 By: Pathway Vet Alliance (signatures@pathwayvets.com) Status: Signed Transaction ID: CBJCHBCAABAAFgtuMoltW18e9HvDtl7Q5WGIfLRC7OBv "Contract between Thrive andBoard of Weld County Commissio nersfor PETSER" History Lt Document created by Pathway Vet Alliance (signatures@pathwayvets.com) 2024-10-17 - 4:56:06 PM GMT- IP address: 35.185.192.36 "y Document emailed to Stefanie Box (stefanie@thrivepet.com) for signature 2024-10-17 - 4:56:10 PM GMT t Email viewed by Stefanie Box (stefanie@thrivepet.com) 2024-10-17 - 4:56:32 PM GMT- IP address: 3.232.50.116 2f Document e -signed by Stefanie Box (stefanie@thrivepet.com) Signature Date: 2024-10-17 - 5:45:47 PM GMT - Time Source: server- IP address: 67.198.46.246 Agreement completed. 2024-10-17 - 5:45:47 PM GMT thrive PET HEALTHCARE Powered by Adobe Acrobat Sign Contract For Entity Information Entity Name* Entity ID* PETS EMERGENCY HOSPITAL @00035536 Contract Name * 2024 PETS EMERGENCY HOSPITAL CONTRACT Contract Status CTB REVIEW Q New Entity? Contract ID 8802 Contract Lead * S KAN ETA Contract Lead Email skaneta@weld.gov; skohlgraf@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description * ORIGINAL ONBASE CONTRACT 6615. THIS IS AN AMENDMENT TO EXHIBIT A TO INCREASE PRICING FROM $156 TO $650 PER CASE. CONTRACT RUNS UNTIL 12/31/2026 Contract Description 2 Contract Type * AGREEMENT Amount* $0.00 Renewable * YES Automatic Renewal Grant IGA Department SHERIFF Department Email CM-Sheriff@weld.gov Department Head Email CM-Sheriff- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Requested BOCC Agenda Due Date Date* 10/31/2024 11/04/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Review Date * 10/01/2026 Renewal Date* 12/31/2026 Committed Delivery Date Expiration Date Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head DONNIE PATCH DH Approved Date 10/23/2024 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 10/30/2024 Finance Approver CHERYL PATTELLI Legal Counsel BYRON HOWELL Finance Approved Date Legal Counsel Approved Date 10/23/2024 10/23/2024 Tyler Ref # AG 103024 Originator SKOHLGRAF RESOLUTION RE: APPROVE PROFESSIONAL SERVICE AGREEMENT FOR EMERGENCY VETERINARY CARE SERVICES AND AUTHORIZE CHAIR TO SIGN - PATHWAY VET ALLIANCE, LLC, DBA PETS EMERGENCY HOSPITAL WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Professional Service Agreement for Emergency Veterinary Care Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Sheriff's Office, and Pathway Vet Alliance, LLC, dba PETS Emergency Hospital, commencing January 1, 2023, and ending December 31, 2026, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Professional Service Agreement for Emergency Veterinary Care Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Sheriff's Office, and Pathway Vet Alliance, LLC, dba PETS Emergency Hospital, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 23rd day of January, A.D., 2023, nunc pro tunc January 1, 2023. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ditirdA) jeig.4 Weld County Clerk to the Board Deputy Clerk to the Boar County Attorney Date of signature: O1/3O/23 Mike Freeman, Chair EXCUSED Perry L. Buck, Pro-Tem cc:SO0K/S K) 0.2/oI 123 2023-0262 SO0044 0-mnfrvad---Pthsco BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS AROUND TITLE: 2023-2026 Pets Emergency Hospital Contract DEPARTMENT: Sheriff's Office — ACO Unit DATE: 1-11-2023 PERSON REQUESTING: Sonja Kohlgraf, WCSO Finance Manager Brief description of the problem/issue: The WCSO has negotiated a contract for animal intake services with Pets Emergency Hospital in Greeley. In prior years PEH has charged us $135 per animal care services without a contractual agreement. The ACO Unit brings injured pets to PEH who need initial vet care before they are dropped off at the Humane Society. With a set charge of $156, PEH is applying a significant discount to their actual fees in order to help Weld County and their citizens. The contract has been reviewed by the County Attorney's Office and the Sheriffs Office. What options exist for the Board? (include consequences, impacts, costs, etc. of options): • Approve the 2023-2026 PEH contract to ensure that WCSO ACO has a venue to take injured pets to before they are dropped at the Humane Society. • Do not approve the contract and WCSO will have to find a different provider of services. • Schedule a work session for further information. Recommendation: The WCSO recommends approval of the contract. Perry L. Buck, Pro-Tem Mike Freeman, Chair Scott K. James Kevin D. Ross Lori Saine Approve Schedule Recommendation Work Session Other/Comments: 0(4,6 , 2023-0262 oi23 SO oo*-I PROFESSIONAL SERVICE AGREEMENT BETWEEN WELD COUNTY AND PETS EMERGENCY HOSPITAL THIS AGREEMENT is made and entered into this CIdayof Janu , 202,x, by and between the Board of Weld County Commissioners, on behalf of the Weldnty Sheriffs Office, hereinafter referred to as "County," and Pathway Vet Alliance LLC d/b/a PETS Emergency Hospital, hereinafter referred to as "Contractor". WHEREAS, County desires to retain Contractor to perform services as required by County and set forth in the attached Exhibit; and WHEREAS, Contractor is willing and has the specific ability, qualifications, and time to perform the required services according to the terms of this Agreement; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the services as set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibit, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibit, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall based upon order of attachment. Exhibit A consists of the scope of work for the services provided and associated costs. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the Work described in the attached Exhibit. Contractor shall further be responsible for the timely completion and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The initial term of this Agreement begins January 1, 2023 and shall continue through 12/31/2026, except as provide in Section 22 of this Agreement. After this period, the agreement may be extended for one year terms upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County thrixe LEGAL) SA which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts, or other documents it has completed or partially completed under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Copies of work product that is incomplete at the time of termination shall be marked "DRAFT - INCOMPLETE." If this Agreement is terminated by County, Contractor shall be compensated for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices which it has submitted and which have been approved by the County; (2) the reasonable value to County of the services which Contractor provided prior to the date of the termination notice, but which had not yet been approved for payment; and (3) the cost of any work which the County approves in writing which it determines is needed to accomplish an orderly termination of the work. County shall be entitled to the use of all material generated pursuant to this Agreement upon termination. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that the County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by the County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. In the event the County shall require changes in the scope, character, or complexity of the work to be performed, and said changes cause an increase or decrease in the time required or the costs to the Contractor for performance, an equitable adjustment in fees and completion time shall be negotiated between the parties and this Agreement shall be modified accordingly by Change Order. Any claims by the Contractor for adjustment hereunder must be made in writing prior to performance of any work covered in the anticipated Change Order, unless approved and documented otherwise by the County Representative. Any change in work made without such prior Change Order shall be deemed covered in the compensation and time provisions of this Agreement, unless approved and documented otherwise by the County Representative. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount set forth in the Exhibit. No payment in excess of that set forth herein will be made by County unless amendment authorizing such additional payment has been specifically approved by Weld County as required pursuant to the Weld County Code. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or thrice 2 LEGALSA expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibit, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and,omissions of its agents, employees and subcontractors. 9. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. In addition, all reports, documents, data, plans, drawings, records and computer files generated by Contractor in relation to this Agreement and all reports, test results and all other tangible materials obtained and/or produced in connection with the performance of this Agreement, whether or not such materials are in completed form, shall at all times be considered the property of the County. Contractor shall not make use of such material for purposes other than in connection with this Agreement without prior written approval of County. 10. Confidentiality. Confidential information of the Contractor should be transmitted separately from non -confidential information, clearly denoting in red on the relevant document at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, thri�•e 3 LEGALSA Weld County must comply with the provisions of the Colorado Open Records Act (CORA), C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this Agreement. 11. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. a. Types of Insurance. Workers' Compensation / Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. Such policy shall include minimum limits as 4 CtithT LEGAL) SA follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal injury $5,000; Medical payment per person. Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. Professional Liability (Errors and Omissions Liability). The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Services of this contract. Contractor shall maintain limits for all claims covering wrongful acts, errors and/or omissions, including design errors, if applicable, for damage sustained by reason of or in the course of operations under this Contract resulting from professional services. In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Minimum Limits: $1,000,000 Per Loss; $2,000,000 Aggregate. b. Proof of Insurance. Upon County's request, Contractor shall provide to County a certificate of insurance, a policy, or other proof of insurance as determined in County's sole discretion. County may require Contractor to provide a certificate of insurance naming Weld County, Colorado, its elected officials, and its employees as an additional named insured. c. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. d. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. e. Certification of Compliance with Insurance Requirements. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible thrice LEGAL) 5 for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. 14. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, judicial decision, or other law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. It is agreed that the Contractor will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. 15. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 16. Examination of Records. To the extent required by law, the Contractor agrees that an duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 17. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 18. Notices. County may designate, prior to commencement of Work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to County Representative. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: (a) personal service by a reputable courier service requiring signature for receipt; or thrive LEGAL 6 SA (b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: Name: Pathway Vet Alliance LLC Position: Address: 211 Walter Seaholm Drive Address: Suite #200 E-mail: legalnotices*hrivepet.com Phone: TO COUNTY: Name: Position: Address: Address: E-mail: Phone: Sonja Kohlgraf Weld County Sheriffs Office Budget Manager 1950 O Street Greeley, CO 80631 skohlgraf@weldgov.com 970-400-2872 19. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 20. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contractors or persons to perform services of the same or similar nature. 21. Entire Agreement/Modifications. This Agreement including the Exhibit attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 22. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 23. Employee Financial Interest/Conflict of Interest—C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld r thrive LEGAL 7 � SA 2 County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 24. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 25. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 26. Governmental Immunity. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 27. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 28. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 29. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 30. Public Contracts for Services C.R.S. §8-17.5-101. Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement. Contractor will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Contractor shall not enter into a contract with a subcontractor that fails to certify with Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contractor shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If Contractor obtains actual 8 thrive LEGAL SA knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien Contractor shall notify the subcontractor and County within three (3) days that Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Contractor shall not terminate the subcontract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Contractor shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the State of Colorado program, Contractor shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contractor has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Contractor shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee and shall comply with all of the other requirements of the State of Colorado program. If Contractor fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, Contractor shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contractor receives federal or state funds under the contract, Contractor must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If Contractor operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract. 31. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 32. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibit, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. 9 LEGAL) SA CONTRACTOR: Pathway Vet Alliance LLC d/b/a PETS Emergency Hospital Ste/aiui�3'ar Jan 6, 2023 By: Name: Stefanie Box Title: Chief Legal Officer Date of Signature WELD COWY: [l , Sei4D;okATTEST: / Weld Cty Clerk to the :oard BY: Deputy Clerk t the Boar 10 BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Mike Freeman, Chair JAN 2 3 2023 I thrive LEGAL SA 02,023 _oa(0.z- Exhibit A Services: Cost is $156.00 per injured cat or dog if billed to Weld County. Pets Emergency Hospital (PEH) will provide 24/7 veterinary services to injured or ill stray pet animals (dogs and cats) brought in by the Weld County Sheriffs Office animal control officials (ACO). ACO and/or PEH will make reasonable attempts to identify the pet owner by checking collars for tags, microchip scanning, and checking with the Weld County Humane Society for reported lost animals. When owner is identified, contacted, and claims the animal, the owner shall become fully liable for all PEH charges incurred. If an owner is contacted by PEH or ACO about an animal that was brought in by ACO and chooses to officially surrender their animal to Weld County because they don't want to be liable for the incurred PEH cost or if an owner cannot be located, Weld County will claim the animal and pay the contractual treatment fee of $156 per injured dog or cat. The contractual flat service fee will include all medical, surgical and hospitalization services deemed necessary and appropriate by the attending veterinarian. Additionally, PEH will provide phone consultation with the appropriate person(s) at the Weld County Sheriffs Office at no charge. The fee is heavily discounted from the average fee per patient of $500.00 - $650.00 and will allow injured or ill stray pets to receive humane medical or surgical care while allowing PEH to recoup some of the costs involved in their treatment. PEH provides this fee in the interest of community service and humane treatment/relief of suffering for the affected animals. The decision to relieve the patient's suffering versus diagnostic testing, surgery, etc. will be at the discretion of the PEH emergency veterinarian. For cases in which finding the owner seems more likely (the animal is micro chipped, had ID/rabies tags, etc.) this will obviously factor into the decision to attempt treatment, although treating and/or relieving a patient's pain and suffering will be given priority. In cases where the patient's injuries/condition necessitates humane euthanasia, the flat rate fee will still apply. This will include the examination fee, and treatment provided (i.e., pain relief, attempted stabilization, etc.) and euthanasia. Timely body disposition (transportation and aftercare in the form of burial or cremation) will be the responsibility of Weld County. 11 :lath a LEGAL Contract Form New Contract Request Entity Information Entity Name* PETS EMERGENCY HOSPITAL Entity ID. g{10035536 Contract Name* 2023-2026 PETS EMERGENCY HOSPITAL CONTRACT Contract Status CTB REVIEW ❑ New Entity? Contract ID 6615 Contract Lead* SKANETA Contract Lead Email skaneta@co.weld.co.us ; skohlgraEoweldgov.com Parent Contract ID Requires Board Approval YES Department Project Contract Description * ESTABLISHING CONTRACTUAL AGREEMENT FOR $156 PER VISIT. ACO UNIT BRINGS INJURED ANIMALS TO PEH BEFORE THEY ARE DROPPED OFF AT THE HS. Contract Description 2 Contract Type* CONTRACT Amount $0.00 Renewable* YES Department SHERIFF Department Email CM-Sheriffoweldgov.corn Department Head Email CM-Sheriff- DeptHead vveldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COU NTYATTO RN EYSFWELDG OV.COM Requested BOCC Agenda Date. 01/16/2023 Due Date 01/12:2023 Will a work session with BOCC be required?. NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a NSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in On Base Review Date* 08;03/2026 Renewal Date. 12:31;'2026 Termination Notice Period Committed Delivery Date Expiration Date Contact Information Contact Info Contact Name Purchasing Contact Type Contact Email Contact Phone i Contact Phone 2 Purchasing Approver Purchasing Approved Date Approval Process Department Head ©ONNIE PATCH DH Approved Date 01(16/2023 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 01(2312023 Originator SK©HLGRAF Finance Approver CHERYL PATTELLI Legal Counsel BRUCE BARKER Finance Approved Date Legal Counsel Approved Date 01,171202.3 01/17(2023 Tyler Ref # AG 012323 Hello