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HomeMy WebLinkAbout2026-087A TRUE COPY i CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is made as of May 5, 2026 , by and between INDIAN RIVER COUNTY apolitical subdivision of the State of Florida, hereinafter referred to as the "County", and MIDWAY VETERINARY HOSPITAL, P. A., a Florida corporation, or his, its or their successors, executors, administrators, and assigns hereinafter referred to as " Provider". WHEREAS, Provider and its staff are licensed to provide veterinary services in the State of Florida; and, WHEREAS, the County will operate Indian River County Animal Services Shelter as its designated animal shelter to provide kennel services for dogs and cats surrendered by their owners, lost pets, and animals taken into custody as a result of negligence or cruelty investigations, serving the residents of Indian River County; and, WHEREAS, Provider is willing and able to offer veterinary services to the animals housed at the Indian River County Animal Services Shelter in order to assist the County in providing appropriate care to these animals while at the Shelter. NOW, THEREFORE, the parties hereto, inconsideration of the mutual covenants, agreements, terms, and conditions contained herein, do agree as follows: 1. SERVICES The Provider's responsibility under this Contract is to provide professional veterinary services for dogs and cats at the Indian River County Animal Services Shelter located 6580 60 Street, Vero Beach, Florida. Such services shall include but not be limited to general examinations, vaccinations, deworming, flea and heartworm prevention, and euthanasia. The Provider shall visit the Shelter a minimum of once per week to provide such services as necessary. Except in the case of an emergency, services will be provided during regular business hours, Monday through Friday between 8:00 a.m. to 5:00 p.m., or as otherwise agreed upon by the Provider and the County Animal Services Manager. The Provider shall be responsible for providing all personnel, equipment, medicine and supplies necessary for such services. 1.1 Scope of Veterinary Oversight and Services In addition to the services outlined above, the Provider shall furnish veterinary medical oversight and related services for animals in the custody of Indian River County Animal Services as follows: A. Act as Veterinarian of Record for distributor and manufacturer accounts established by the Shelter Manager, with all associated costs billed to the County. 1 A TRUE COPY (:ERTIFICATION ON LAST PAGE ,YAN L. BUTLER, CLERK B. Assess medical needs and advise the Shelter Manager on appropriate products, medications, and supplies required for shelter operations. C. Provide login credentials and authorization for ordering and account access through Midway Veterinary Hospital for all accounts requiring use of the Provider's veterinary license. D. No DEA license affiliation shall be provided under this Agreement. No controlled substances shall be ordered, stored, or maintained under the Provider's license. E. Provide weekly on-site veterinary visits, with a minimum service time of one (1) hour at a rate of $336 per visit, with additional time billed at $113 per half-hour increment. F. Administer rabies vaccinations during scheduled weekly site visits only. Rabies vaccine administration protocols may be reviewed and updated at a later date in accordance with Florida Statute 828.30(b). G. Animals requiring medical attention outside of scheduled visits shall be transported to the Provider's offices located at: 0 14162 Orange Avenue, or o 3404 W Midway Road as needed. Determination of location shall be based on doctors availability and patient medical needs, or to a local emergency veterinary clinic or any other veterinary provider with which County has an agreement. 2. TERM The term of this Contract shall commence on May 6, 2026 and shall continue through September 30, 2026. At which time, we will go into a month-to-month basis thereafter. The purpose of this Agreement is to provide services as the Veterinarian of Record for Indian River County Animal Services on an interim basis. This Contract shall remain in effect until the County hires or otherwise retains a full-time veterinarian to serve in such capacity unless earlier terminated as provided herein. Either parry may terminate this Contract, with or without cause, upon thirty (30) days' prior written notice to the other party. Notwithstanding the foregoing, the County reserves the right to terminate the Contract immediately for cause, or as otherwise permitted by applicable law, County ordinance, or policy. 3. COMPENSATION The County shall compensate Provider for services rendered pursuant to this Contract based upon the Compensation Scheduled attached hereto and incorporated herein as Exhibit " A". Beginning May 6, 2026, and thereafter on or before the tenth day of the month, the Provider shall submit a monthly invoice to the County' s Animal Services Manager, medication and supplies provided during the previous month. The County shall pay the invoice within thirty (30) days of the receipt and approval of the invoice. 2 4. DEFAULT/ TERMINATION A. FOR CAUSE A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK If either party fails to fulfill its obligations under this Contract in a timely and proper manner, the other party shall have the right to terminate this Contract by giving written notice of any deficiency and by allowing the party in default seven (7) calendar days to correct the deficiency. If the defaulting party fails to correct the deficiency within this time, this Contract shall terminate at the expiration of the seven (7) calendar daytime period. With regard to Provider, the following items shall be considered a default under this Contract: (1) If Provider should be adjudged bankrupt, or if he, or it, should make a general assignment for the benefit of his, or its, creditors, or if a receiver should be appointed on account of his, or its, insolvency. (2) If Provider should persistently or repeatedly refuse or fail, except in cases for which an extension of time is provided, to provide the services contemplated by this Contract. (3) If Provider disregards laws, ordinances, or the instructions of the Animal Services Manager or otherwise is guilty of a substantial violation of the provisions of the Contract. In the event of termination, Provider shall only be entitled to receive payment for work satisfactorily completed prior to the termination date. B. WITHOUT CAUSE Either party may terminate the Contract without cause at any time upon thirty (30) calendar days prior written notice to the other party. In the event of termination, the County shall compensate Provider for all authorized work satisfactorily performed through the termination date. C. SCRUTINIZED COMPANIES TERMINATION The County may immediately terminate the Contract without cause at any time upon ascertaining that pursuant to § 287. 135, Florida Statutes, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local government entity for goods or services if at the time of bidding or submitting a proposal for a new contract or renewal of an existing contract, or at any time thereafter, the company: (1) is on the Scrutinized Companies that Boycott Israel List, created pursuant to § 215. 4725, Florida Statutes, or is engaged in a boycott of Israel; (2) is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to§ 215. 473, Florida Statutes; or (3) is engaged in business operations in Cuba or Syria. Furthermore, the County may immediately terminate the Contract if it is determined that the company submitted a false certification stating that it was not( 1) on the Scrutinized Companies that Boycott Israel List or engaged 3 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK in a boycott of Israel; (2) was not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; (3) or was not engaged in business operations in Cuba or Syria when in fact the company was engaged in such activities at the time of the bid or proposal, or at the time of entering into or renewing the Contract. 5. INSURANCE Provider shall procure and maintain during the life of this Contract insurance of the types and subject to the limits set forth below. Provider shall also provide the County with evidence of this insurance in the form of Certificates of Insurance which shall be subject to the County's approval for adequacy. The County shall be an Additional Insured on policies of Commercial General Liability with respect to all claims arising out of the work performed under this Contract. The County shall be an additional insured and shall receive the same notification rights that are provided to the first named insured as respects cancellation and nonrenewal. THIS ENDORSEMENT MUST BE INSERTED ONTO THE CERTIFICATE OF INSURANCE. If subcontractors are used by the Provider, it shall be the responsibility of Provider to ensure that all its sub- contractors comply with all the insurance requirements contained herein relating to such subcontractors. Except as otherwise stated, the amounts and types of insurance shall conform to the following minimum requirements: A. COMMERCIAL GENERAL LIABILITY Provider shall provide and maintain during the life of this Contract, at his, it's or their own expense, Commercial General Liability insurance on an occurrence basis for a minimum combined single limit of 1, 000, 000. 00 per occurrence; $ 2, 000, 000.00 general aggregate for claims of bodily injury including death, property damage and personal injury. Contractual Liability coverage shall be included. B. COMMERCIAL AUTO LIABILITY Provider shall provide and maintain during the life of this Agreement, at his, it's or their own expense, Business Commercial Auto Liability for claims of bodily injury and property damage for minimum limits of$ 1, 000, 000. 00 combined single limit. C. WORKERS' COMPENSATION Provider shall provide and maintain during the life of this Contract, at his, it's or their own expense, Workers' Compensation insurance coverage to apply for all employees for Florida statutory limits. Coverage B, Employers Liability, shall be written for a minimum liability at$ 500, 000. 00 per occurrence. 4 A TRUE COPY ' +•>' % tii re i a ;E RTWICATiON ON LAST PAGE y y, t! , RUTLER, CLERK D. OTHER INSURANCE PROVISIONS The General Liability policy shall contain or be endorsed to contain, the following provisions: 1. Provider' s insurance coverage shall be primary insurance as respects the County, its Officers, Officials, Employees, Agents and Volunteers for Provider' s activities. Any insurance or self- insurance maintained by the County, its Officers, Officials, Employees, Agents, or Volunteers shall be in excess of the Provider's insurance and shall not contribute with it. 2. Any failure to comply with the reporting provisions of the policy shall not effect coverage provided to the County, its Officers, Officials, Employees, Agents, or Volunteers 3. Provider's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of insurer's liability. 4. The policy must be endorsed to provide the County a minimum of thirty (30) days written notice prior to cancellation 6. INDEMNIFICATION Provider covenants and agrees at all times to save, hold, and keep harmless the County, its Officials, Employees, and Agents, and indemnify the County, its Officials, Employees, and Agents, against any and all claims, including but not limited to any claims under Chapter 218, Florida Statutes ( Florida Prompt Payment Act), demands, penalties, judgments, court costs, reasonable attorney' s fees for personal injury and loss of property to the extent arising out of or in any way connected or arising out of Provider's negligence, recklessness or intentional wrongful conduct in the performance of this Agreement. Provider hereby acknowledges that the payments made under this Agreement include specific consideration for the indemnification herein provided. Provider, without exemption, shall indemnify and hold harmless, the County, its employees, representatives and elected officials from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or item manufactured by Provider. Further, if such a claim is made, or is pending, Provider may, at its option and expense, procure for the County the right to use, replace, or modify the item to render it non- infringing. If none of the alternatives are reasonably available, the County agrees to return the article on request to Provider and receive reimbursement. If Provider used any design, device or materials covered by letters, patent or copyright, it is mutually agreed and understood, without exception, that the Contract prices shall include all royalties or cost arising from the use of such design, device or materials in any way involved in the work. 5 7. ASSIGNMENT A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK The County and Provider each binds itself and its successors, legal representatives, and assigns to the other party to this Contract and to the partners, successors, legal representatives, and permitted assigns of such other party, in respect to all covenants of this Agreement; and, neither the County nor Provider will assign or transfer its rights and obligations in this Agreement without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of any public body which may be a party hereto. 8. PUBLIC RECORDS Provider understands Florida has very broad public records laws. Provider agrees to comply with any request for this public records or documents related to this Contract, in accordance with Section 119.07, Florida Statutes. Upon such a request, the COUNTY or Provider, as the case may be, will promptly inform the other Party of the request and, upon request of the other Party, provide electronic copies of the responsive public records provided, at no additional cost to the COUNTY or Provider, as the case may be. Provider agrees and understands any written communications with Provider, to include emails, email addresses, a copy of this contract, and any supporting Contract documentation are subject to public disclosure upon request, unless otherwise exempt or confidential under Florida Statute. IF PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Indian River County Office of the County Attorney, 180127th Street, Vero Beach FL, 32960, (772)226-14249 publicrecords@indianriver.gov. 9. CONFLICT OF INTEREST Provider represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in Section 112.311, Florida Statutes. Provider further represents that no person having any interest shall be employed for said performance. Provider shall promptly notify the County in writing by certified mail of all potential conflicts of interest prohibited by existing state law for any prospective business association, interest or other circumstance which may influence or appear to influence the Provider' s judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that Provider may undertake and request an opinion of the County as to whether the association, interest or circumstance would, in the opinion of the County, constitute a conflict of interest if entered into by the Provider. The County agrees to notify Provider of its opinion by certified mail within thirty (30) days of receipt of notification by the Provider. If, in the opinion of the County, the prospective business association, 11 ' A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK interest or circumstance would not constitute a conflict of interest by the Provider, the County shall so state in the notification and Provider shall, at his/ her option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the County by Provider under the terms of this Agreement. 10. EXCUSABLE DELAYS (FORCE MAJEURE) Neither party shall be liable to the other for failure to perform its obligations hereunder if and to the extent that such failure to perform results from causes beyond its reasonable control ( financial difficulty shall not be considered a cause beyond a party' s control), all of which causes herein are called Force Majeure", including, but without being limited to, strikes, lockouts, or other industrial disturbances; fires; unusual climatic conditions; acts of God; acts of a public enemy; or inability to obtain transportation or necessary materials in the open market. Provided, however, that market conditions, labor conditions, construction industry price trends and similar matters which normally impact on the bidding process shall not be considered a Force Majeure. The party unable to perform as a result of force majeure promptly shall notify the other of the beginning and ending of each such period, and County shall compensate Provider at the rates set forth herein, for the services performed by Provider hereunder, up to the date of the beginning of such period. If any period of force majeure continues for thirty ( 30) days or more, either party shall have the right to terminate this Contract upon ten (10) days prior written notice to the other party. 11. PLEDGE OF CREDIT, ARREARS Provider shall not pledge the County's credit or make it a guarantor of payment of surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. Provider further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract 12. INDEPENDENT CONTRACTOR RELATIONSHIP The relationship of Provider to the County will be solely that of a consultant. Provider is an independent contractor and is not an employee or agent of the County. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the County and the Provider, its employees, agents, subcontractors, or assigns, during or after the performance of this Agreement. Provider will provide the professional and technical services required for the successful completion of this Agreement in accordance with practices generally acceptable within the industry and good ethical standards. 13. VERIFICATION OF EMPLOYMENT STATUS Provider is registered with and will use the Department of Homeland Security's E -Verify system (NN-ww.e-veri ov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by Section 448.095, F.S. Provider is also responsible for obtaining an affidavit from all subcontractors participating in work under this agreement, as 7 A TRUE COPY CERTIFICATION ON LAST PAGE { RYAN L. BUTLER, CLERK required in Section 448•095(5)(b), F.S., stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. 14. AUDIT Provider agrees that the County or any of its duly authorized representatives shall, until the expiration of three years after expenditure of funds under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of Provider involving transactions related to this Contract. Provider agrees that payment(s) made under this Agreement shall be subject to reduction for amounts charged thereto which are found on the basis of audit examination not to constitute allowable costs under this Agreement. Provider shall refund by check payable to the County the amount of such reduction of payments. All required records shall be maintained until an audit is completed and all questions arising therefrom are resolved, or three years after completion of the project and issuance of the final certificate, whichever is sooner. 15. NON DISCRIMINATION Provider covenants and agrees that Provider shall not discriminate against any employee or applicant for employment to be employed in the performance of the Contract with respect to hiring, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment because of age, sex or physical handicaps ( except where based on a bonafide occupational qualification); or because of marital status, race, color, religion, national origin or ancestry. 16. ENFORCEMENT COSTS It is understood and agreed that the Provider' s services under this Contract do not include any participation, whatsoever, in any litigation. Should such services be required, a supplemental agreement may be negotiated between the County and Provider describing the services desired and providing a basis for compensation to the Provider. 17. AUTHORITY TO PRACTICE The County represents that it is a political subdivision of the State of Florida with the authority to engage the professional service described in Attachment" A" and to accept the obligation for payment for the services. The County and Provider each binds itself and its successors, legal representatives, and assigns to the other party to this Agreement and to the partners, successors, legal representatives, and assigns of such other party, in respect to all covenants of this Contract; and, neither the County nor Provider will assign or transfer their interest in this Agreement without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the party of any officer or agent of any public body which may be a party hereto. 0 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Provider hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County' s representative on an annual basis. 18. SEVERABILITY If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such terms or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. 19. COMPLETE AGREEMENT This Agreement states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations, or agreements to the contrary. The Provider recognizes that any representations, statements or negotiations made by the County staff do not suffice to legally bind the County in a contractual relationship unless they have been reduced to writing, authorized, and signed by an authorized County representative. This Agreement shall bind the parties, their assigns, and successors in interest. 20. AMENDMENT This Agreement may be amended only with the written approval and agreement of the parties. 21. NOTICE All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, telecommunicated, or mailed by registered or certified mail (postage prepaid) return receipt requested, addressed to: As to County: David Johnson, Fire Chief Indian River County Fire Rescue 4225 43`d Ave Vero Beach, FL 32967 With a Copy to: County Administrator 1801 27`h Street Vero Beach, FL 32960 D As to Provider: Midway Veterinary Hospital, P.A. 3404 W. Midway Road Fort Pierce, FL 34981 A TRUE COPY c; rTIFICATION ON LAST PAGE .: �: L. 6t)TL.ER, CLERK or to such other addresses as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery, (b) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed 22. CAPTIONS AND PARAGRAPH HEADINGS Captions and paragraph headings contained in. this Contract are for convenience and reference only and in no way define, describe, extend or limit the scope and intent of this Contract, nor the intent of any provisions hereof. 23. WAIVER No waiver by the County of any provision of this Contract shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by of the same, or any other provision or the enforcement thereof. County's consent to of or approval of any act by Provider requiring consent or approval shall not be deemed to render unnecessary the obtaining of County' s consent to or approval of any subsequent act by Provider requiring consent or approval, whether or not similar to the act so consented or approved. 24. COMPLIANCE WITH LAWS The Provider, its employees, subcontractors or assigns, shall comply with all applicable federal, state, and local laws and regulations relating to the performance of this contract. The County undertakes no duty to ensure such compliance, but will attempt to advise Provider, upon request, as to any such laws of which it has present knowledge. 25. INTERPRETATION; VENUE This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior verbal or written agreements between the parties with respect thereto. This Contract may only be amended by written document, properly authorized, executed and delivered by both parties hereto. This contract shall be interpreted as a whole unit and section headings are for convenience only. All interpretations shall be governed by the laws of the State of Florida. In the event it is necessary for either party to initiate legal action regarding this Contract, venue shall be in the Nineteenth Judicial Circuit for Indian River County, Florida, for claims under state law and the Southern District of Florida for any claims which are justiciable in Federal Court. Wei .��.• �: cl�,..� r, e*0 an. r:,•ti,a, ,,, �; .r A TRUE COPY x•i.�,�W11Y-"RTIFICATION ON LAST PAGE - UTLER, CLERK 26. Irl S UTE RESOLUTION Any disputes relating to interpretation of the terms of this Contact or a question of fact or arising under this Contract shall be resolved through good faith efforts upon the part of the Contractor and the County or its Animal Services Manager. At all times, the Provider shall carry on the work and maintain its progress schedule in accordance with the requirements of the Contract and the determination of the County or its representatives, pending resolution of the dispute. Any dispute which is not resolved by mutual agreement shall be decided by the County Administrator who shall reduce the decision to writing. The decision of the County shall be final and conclusive unless determined by a court of competent jurisdiction to be fraudulent, capricious, arbitrary, so grossly erroneous as to necessarily imply bad faith, or not be supported by substantial evidence. 27. MEDIATION Prior to initiating any litigation concerning this Contract, the parties agree to submit the disputed issue or issues to a mediator for non-binding mediation. The parties shall agree on a mediator chosen from a list of certified mediators available from the Clerk of Court for Indian River County. The fee of the mediator shall be shared equally by the parties. To the extent allowed by law, the mediation process shall be confidential, and the results of the mediation or any testimony or argument introduced at the mediation shall not be admissible as evidence in any subsequent proceeding concerning the disputed issue. In the event that mediation is unsuccessful, either party may bring an action to enforce its rights in a Florida court of appropriate venue and jurisdiction. 28. ANTITRUST ASSIGNMENT The Provider and the County and the State of Florida recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Florida and local governments. Therefore, the Contractor assigns to the State of Florida and the County any and all claims for such overcharges as to goods, materials or services purchased in connection with the Contract IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Agreement in counterparts each of which shall be treated as an original upon the terms and conditions above stated. BOARD OF COUNTY OF INDIAN RIVER 0 Deryl Loar, Chairm*#,. As approved by the Bio 11 M. r FORM AND LEGAL SUFFICIENCY: Christopher/Iigks, Assistant County Attorney Ryan L. B er, Clerk of Court and Comptroller Attest: GJ Deputy Clerk (SEAL) Designated Representative: WITNESSES: MIDWAY VETERINARY HOSPITAL, P. A. M. NAME: TITLE: DATE: 12 STATE OF FLORIDA INDIAN RIVER COUNTY THIS IS TO CERTIFY THAT THIS IS A TRUE AND CORRECT COPY ORIG*" OIFfIE IN TtI16 OFFICE. �/ RYAN L. g(rtjgRDL9hK