HomeMy WebLinkAbout2009-030 Finance - MAXIMUS to provide Professional Consulting Services & Software Agreement~~ ~
AGREEMENT TO PROVIDE
PROFESSIONAL CONSULTING SERVICES
THIS AGREEMENT is entered into this day of ~u.~E' , 2009 by and
between MAXIMUS Consulting Services, Inc., a wholly owned subsidiary of
MAXIMUS, Inc. (hereinafter "Consultant"), and Orange County, North Carolina
(hereinafter "Client"). The parties hereto, in consideration of mutual promises
and covenants, agree as follows:
(1) Scope of Services. Consultant shall perform in a professional manner the
services as detailed in Exhibit A, incorporated herein by reference as if fully set
forth as part of this Agreement.
(2) Term. This Agreement shall be in full force and effect for the term as
stated in Exhibit A.
(3) Compensation. Client shall pay Consultant a fee for services rendered as
set forth in Exhibit B, incorporated herein by reference as if fully set forth as part
of this Agreement.
(4) Termination. Upon Consultant's material breach, Client may terminate
this Agreement upon thirty (30) days prior written notice to Consultant wherein
Client shall specify the nature of the default and the effective termination date.
Upon such notice, Consultant shall be entitled to the opportunity to cure any such
default prior to the effective date of termination.
Client may terminate this Agreement for any reason upon sixty (60) days prior
written notice to Consultant.
Upon termination for whatever reason and regardless of the nature of the default
(if any), Client agrees to pay Consultant in full for all goods and/or services
provided to, and accepted by, Client under this Agreement, or any amendment
thereto, as of the effective date of the Agreement. In no event shall the making
of any payment to Consultant constitute or be construed as a waiver by Client or
shall in no way impair or prejudice any right or remedy available to Client.
(5) Services and Materials to be Furnished by Client. Consultant shall
provide guidance to Client in determining the data required. Consultant shall
assume without incurring liability therefore that all data so provided is correct and
complete. Consultant shall make its best effort to complete the project on a
timely basis. Consultant shall not be liable for work that cannot be completed as
a result of inadequate data, or data that is provided in an untimely manner.
(6) Records and Inspections. Consultant shall maintain full and accurate
records with respect to all matters covered under this Agreement for six (6) years
after the completion of the Services. During such period, Client shall have the
right to examine and audit the records and to make transcripts therefrom. Client
shall provide thirty (30) days written notice of its intent to inspect or audit any
such records and shall conduct such inspection or audit only during Consultant's
normal business hours. Any Client's employee, consultant, subcontractor or
agent who may have access to such records shall execute anon-disclosure
agreement prior to being granted such access.
(7) Copyright for Consultant's Proprietary Software. Client acknowledges that
the service and/or deliverables provided by Consultant are generated by
Consultant's proprietary software. Nothing contained herein is intended nor shall
it be construed to require Consultant to provide such software to Client. Client
agrees that all ownership, including copyright, patents or other intellectual
property rights to the software, lie with Consultant. Nothing herein shall be
construed to entitle Client to any pre-existing Contractor materials.
(8) Insurance. Consultant shall maintain appropriate general liability
insurance, workers' compensation insurance, automobile insurance, and
professional liability insurance.
(9) Indemnification. Consultant shall defend, indemnify and hold harmless
Client from and against damages, liability and costs (including reasonable
attorney fees) directly caused by the negligent actions or willful misconduct of
Consultant, its employees or agents. Consultant shall not be responsible for any
damages or liability resulting from the negligence or willful misconduct of Client,
its employees, consultants, or agents or any third party.
(10) Limitation of Liability. Client agrees that Consultant's total liability to Client
for any and all damages whatsoever arising out of or in any way related to this
Agreement from any cause, including but not limited to contract liability or
Consultant's negligence, errors, omissions, strict liability, breach of contract or
breach of warranty shall not, in the aggregate, exceed a factor of two times the
value of the contract.
In no event shall Consultant be liable for indirect, special, incidental, economic,
consequential or punitive damages, including but not limited to lost revenue, lost
profits, replacement goods, loss of technology rights or services, loss of data, or
interruption or loss of use of software or any portion thereof regardless of the
legal theory under which such damages are sought even if Consultant has been
advised of the likelihood of such damages, and notwithstanding any failure of
essential purpose of any limited remedy.
Any claim by Client against Consultant relating to this Agreement must be made
in writing and presented to Consultant within one (1) year after the date on which
Consultant completes performance of the services specified in this Agreement.
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(11) Consultant Liability if Audited. Consultant will assume all financial and
statistical information provided to Consultant by Client employees or
representatives is accurate and complete. Any subsequent disallowance of
funds paid to Client under the claim(s) for whatever reason is the sole
responsibility of Client. Consultant shall, upon notice of audit, make work papers
and other records available to the State auditors.
(12) Notices. Any notices, bills, invoices, or reports required by this Agreement
shall be sufficient if sent by the parties in the United States mail, postage paid, to
the address noted below:
Orange County Finance Department
208 South Cameron Street
Post Office Box 8181
Hillsborough, NC 27278
Phone - (919) 245-2450
Fax - (919) 644-3324
Nelson Clugston
MAXIMUS Consulting Services, Inc.
1100 Logger Court, Suite D-100
Raleigh, NC 27609
(804) 323-3535
(804) 323-3536
nelsonclugston@maximus.com
Such notice shall be deemed delivered five (5) days after deposit in the U.S.
mailbox.
(13) Changes. The terms of this Agreement may be changed via a mutually
executed written instrument.
(14) Miscellaneous.
a. Nothing in this Agreement gives, is intended to give, or shall be
construed to give or provide, any right or benefit, whether directly or indirectly or
otherwise, to third persons.
b. The parties intend that Consultant, in performing the services
specified in this Agreement shall act as an independent contractor and shall have
full control of the work and the manner in which it is performed. Consultant and
Consultant's employees are not to be considered agents or employees of Client
for any purpose
c. Should any part, term, portion, section or provision of this
Agreement be decided finally to be in conflict with law or otherwise be
unenforceable or ineffectual, the remaining parts, terms, portions, sections or
provisions shall be deemed severable and shall remain in full force and effect.
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d. The titles of the sections, subsections, and paragraphs set forth in
this Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of the provisions of this Agreement.
e. This Agreement and any additional or supplementary document or
documents incorporated herein by specific reference contain all the terms and
conditions agreed upon by the parties hereto, and no other agreements, oral or
otherwise, regarding the subject matter of this Agreement or any part thereof
shall have any validity or bind any of the parties hereto.
f. Neither party shall be liable hereunder by reason of any failure or
delay in the performance of its obligations hereunder on account of strikes,
shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of
God, war, governmental action, labor conditions, material shortages or any other
cause which is beyond the reasonable control of such party.
g. Each individual signing this Agreement certifies that (i) he or she is
authorized to sign this Agreement on behalf of his or her respective organization,
(ii) such organization has obtained all necessary approvals to enter into this
Agreement, including but not limited to the approval of its governing board, and
(iii) when executed, this Agreement is a valid and enforceable obligation of such
organization.
h. If this Agreement requires performance and appropriations for payment for
services in future fiscal years, the validity of this contract is based upon the availability of
public funding under the statutes delegating the County its powers. In the event that the
County's enabling legislation is changed so as to prohibit the activities contemplated by this
contract or should public funds become unavailable and not appropriated for the continuation
of this contract, the parties' obligations hereunder will automatically expire without penalty
ten (10) days after written notice to the Provider of such occurrence. It is understood that
the County will not exercise this provision for its convenience, but only as an emergency
fiscal measure.
IN WITNESS WHEREOF, the Client and the Consultant have executed this
Agreement as of the date firs written below.
By: ~.
(Client Official)
Title:
ATTEST:
Date:
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MAXIMUS Consulti~ Services, Inc.
By: ~`~ ~ 4C//~ ~~l
Date: /_ ~N /1~~~5' ~Q
Approved as to,,,fQrm,,aind legal sufficiency.
~1'~ v _ .~-~j
Co my Attorney
Approved as #,o technical content.
This instrument has been pre-audited in the manner required by the Local
Government,Budget and Fiscal Control Act.
rector
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EXHIBIT A
Term and Scope of Services
This Agreement shall become effective on this day of 2009 and
shall continue in full force and effect until the day of , 2013.
Consultant represents that it has, or will secure at its own expense, all personnel
required in the performance of services under this Agreement. Consultant
reserves the right to subcontract for services hereunder. Consultant agrees to
notify Client in writing of any such subcontracts. All of the services required
hereunder will be performed by Consultant or under its supervision, and all
personnel engaged in the work shall be fully qualified to perform the services
described herein. Consultant shall commence, carry on, and complete the
services with all practicable dispatch, in a sound, economical, and efficient
manner, in accordance with the provisions herein and all applicable laws.
Consultant shall schedule work in so as to allow completion of the cost allocation
plan by September 30~' for each year contracted. The Fiscal Year (08) plan
should be completed by September 30, 2009.
Scope of Services. The Consultant shall do, perform and carry out in a good
and professional manner the following services:
a) Development of a central services cost allocation plan, which
identifies the various cost incurred by the State to support and
administer Federal programs. This plan will contain a
determination of the allowable cost of providing each supporting
services such as purchasing, legal counsel, disbursement
processing, etc.
b) Prepare indirect cost proposals for federal grants as necessary.
c) Negotiation, of the completed cost allocation plan, with the
representatives of the State or federal government, whichever is
applicable.
Consultant shall defend Client under audit for a period of three (3) years without
cost to the Client.
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EXHIBIT B
Compensation
For services provided as set forth in Exhibit A, Client agrees to pay Consultant
compensation in the amount of Seven Thousand Eight Hundred Dollars ($7,800)
per fiscal year for the Cost Allocation Plan.
Payment of the standard fee shall be made upon completion of the plan. Invoices
shall provide detail sufficient to Client's requirements.
Consultant will render to Client one or more invoices for the fees specified herein,
with payment due by sixty (60) days after the due date. Invoices sixty (60) days
after the due dates specified herein will bear interest at the rate of 1 % per month.
Fee for Cost Plan
Fiscal Year [2008] $7,800
Additional years:
Fiscal Year [2009] $7,800
Fiscal Year [2010] $7,800
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