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HomeMy WebLinkAbout2009-103 IT & Tax - Visser project management consulting services~,~_~p-~-d 9 AGREEMENT BETWEEN ORANGE COUNTY AND VISSER PROJECT MANAGEMENT CONSULTING SERVICES TO PROVIDE PROJECT MANAGEMENT AND RELATED SERVICES FOR THE PROPERTY INFORMATION MANAGEMENT SYSTEM This contract, made and entered into as of the 16th day of December, 2009 by and between the County of Orange, a body politic and corporate of the State of North Carolina located at Post Office Box 8181, Hillsborough, North Carolina 27278 ("County"), and Visser Project Management Consulting Services ("Contractor"), a sole proprietorship whose mailing address is 104 Sturbridge Lane, Chapel Hill, North Carolina, 27516. WITNESSETH WHEREAS, the County has contracted with Patriot Properties, Inc. and Intelligent Information Systems, Inc. (collectively referred to as "Vendors") to provide a Properly Information Management System (referred to as "PINS"); and WHEREAS, the County desires to have the PINS installed and implemented in a timely and cost effective manner; and WHEREAS, the County finds it necessary to obtain the services of a "Project Manager" whose task is to ensure that the PIMS Project is completed within the allotted tune and price agreed upon by the County and Vendors; and WHEREAS, the County and the Contractor desire to enter into an Agreement by which the Contractor performs project management and related services as may be deemed necessary and appropriate by County's PINS Project Team during the installation and implementation of the Property Information Management System ("PINS"). NOW, THEREFORE, for and in consideration of the mutual terms and agreements hereinafter set forth, the County and Contractor do agree with each other as follows: Scope of Work. a. The Contractor shall provide project management services to provide guidance, manage and track the PIMS Project installation and implementation process to ensure that Project is completed satisfactorily within the time limitations set forth in the Vendor Agreements and in accordance with the highest professional standards. b. Project Management and related services provided by Contractor include, but are not limited to: i Meeting planning, facilitation, and summary preparation; ii. Implementation task planning and coordination; iii. Requirements management iv. Monitoring list of deliverables and dependencies against milestone dates, escalating to management when deliverables are in jeopardy against schedule v. Process consultation; vi. Ongoing project risk assessment and recalibration; vii. Change management; viii. Consultation and collaboration with software vendors and other technical project management consultant(s) employed by County; ix. Development and coordination of appropriate communication efforts on project progress and direction for stakeholders, management, governing board, and interested external parties; x. Report/document production and presentation; xi. Other duties and responsibilities as may be mutually determined by PIMS Project Team and Contractor. c. The PIMS Project Management Team, the Vendors and the Contractor shall agree upon a schedule of milestone dates to complete the PIMS Project within the time allotted by the Vendor Agreements. This schedule of milestone dates will be used by the Contractor to ensure that the activities contained within the Vendor Agreements are completed within a timely manner. d. The Consultant shall schedule and perform his activities in a timely manner so as to meet the Milestone Dates in Vendor Agreements. d. Should the County and the Contractor determine that the Project is behind schedule, it may require the Contractor to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 3. Payment. a. The Contractor will perform project management and related services on a fixed price for services basis. Total hours of service to be performed by Contractor during the period of service of the PIMS Project will not exceed 1,200. b. In consideration for services provided under the provisions of this contract, the County agrees to pay Contractor a fixed monthly fee of $5,000 for all time necessary to carry out the terms of this Agreement as provided by the PIMS Project Team. Payment under this Agreement shall not exceed $75,000 for services rendered, plus mileage and reimbursable expenses, if any. c. Contractor will provide detailed information about the major tasks performed and time devoted on a monthly basis and submit along with an 2 invoice for the agreed fixed monthly fee to County by the 5th of each month. County will remit payment to contractor within 15 business days of submission of monthly invoices, subject to approval by the County's Tax Administrator. d. County will reimburse Contractor for all vehiculaz travel performed in furtherance of this contract at the prevailing mileage rate in effect at the time of travel, as paid by the Orange County Finance Office for County-related travel. Mileage expenses, and other reasonable and necessary out-of-pocket expenses, if any, will be reimbursed by County to Contractor along with monthly invoice remittances, subject to Contractor's timely submission of valid receipts for any such expenses and approval by the County's Tax Administrator. Any additional chazges must be mutually agreed to in advance by County and Contractor and documented in writing with a letter signed by authorized representatives for County and Contractor, and, subject to budgeted funds, a purchase order may then be issued by the County to cover such chazges. 4. Term. The term of the Agreement shall be from October 1, 2009 until the project is completed to the satisfaction of the County and the Agreement is terminated; or as of December 31, 2010, whichever shall come sooner; but, may be extended by mutual agreement of County and Contractor by written amendment. 5. Termination. a. Termination Without Cause -County may terminate this contract without ca.use by giving 30 days written notice to Contractor. In that event, all finished or unfinished deliverable items prepazed by the Contractor under this contract shall, at the option of the County, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. b. Termination for Cause - If, through any cause, the Contractor shall fail to fulfill its obligations under this contract in a timely and proper manner, the County shall have the right to terminate this contract by giving written notice to the Contractor and specifying the effective date thereof. In that event, all finished or unfimished deliverable items prepazed by the Contractor under this contract shall, at the option of the County, become its property and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such materials, minus any payment or compensation previously made. c. Notwithstanding the foregoing provision, the Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of the Contractor's breach of this agreement, and the County may withhold any payment due the Contractor for the purpose of setoff until such time as the exact amount of 3 damages due the County from such breach can be determined. In case of default by the Contractor, without limiting any other remedies for breach available to it, the County may procure the contract services from other sources and hold the Contractor responsible for any excess cost occasioned thereby. The filing of a petition for bankruptcy by the Contractor shall be an act of default under this contract. d. Non-appropriation Clause. Contractor acknowledges that a "non-appropriation" may occur when the County is unable to secure or allocate sufficient funds in its operating budget to fulfill its financial obligations under the Agreement. If a non- appropriation occurs during the term of the Contract, County may terminate the Agreement at the end of the then-current fiscal period ("Termination Date") without incurring any termination liability. e. Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligation by any act of war, hostile foreign action, nucleaz explosion, riot, strikes, civil insurrection, hurricane, tornado, or other catastrophic natural event or act of God. 6. Waiver. Waiver by the County of any default or breach in compliance with the terms of this contract by the Contractor shall not be deemed a waiver of any subsequent default or breach and shall not be construed to be modification of the terms of this contract unless stated to be such in writing, signed by an authorized representative of the County and the Contractor and attached to the contract. 7. For work on behalf of County that of necessity or for convenience will be performed by Contractor at County-owned facilities, County agrees to provide basic work/meeting space and reasonable administrative and technical support (to include Internet connectivity) in any manner mutually acceptable to County and Contractor. 8. To the extent such access furthers the purposes of this contract, County shall provide reasonable access to Contractor to appropriate County electronic records including, but not necessarily limited to, electronic mail and network drives storing pertinent electronic documents. Commensurate with any such access granted, Contractor agrees to adhere to policies and procedures in place for County employees and others provided with electronic records access. Any such access provided will be established in a manner acceptable to County's Tax Administrator and will in no way compromise the safety and security of County networks, systems, or documents. 9. Contractor agrees that it shall be responsible for the proper custody and care of any property furnished to it for use in connection with the performance of this contract and will reimburse the County for loss of, or damage to, such property. At the termination of this contract, the Contractor shall contact the County for instructions as to the disposition of such property and shall comply with these instructions. 4 10. Independent Contractor. Contractor is and shall be deemed to be an independent contractor in the performance of this contract and as such shall be wholly responsible for the work to be performed and for the supervision of its employees. Contractor represents that it has, or shall secure at its own expense, all personnel required in performing the services under this agreement. Such employees shall not be employees of, or have any individual contractual relationship with the County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. It is further agreed by Contractor that it shall obey all State and Federal statutes, rules and regulations which are applicable to provisions of the services called for herein. Neither Contractor nor any employee thereof shall be deemed an officer, agent or employee of the County. 11. Contractor represents and warrants that the services performed and any deliverables provided shall materially conform to the requirements of this Contract and any specifications provided in the attached schedules, exhibits or statement of work. Provided however, any loss is limited to fees paid to Contractor for services rendered during this contract. 12. Contractor shall not assign this contract, including rights to payments, to any other party without the prior written consent of the County. 13. Contractor shall not subcontract any of the work contemplated under this contract without prior written approval from the County. Any approved subcontract shall be subject to all conditions of this contract. Only the subcontractors specified in the contract documents are to be considered approved upon awazd of the contract. County shall not be obligated to pay for any work performed by any unapproved subcontractor. Contractor shall be responsible for the performance of all of its subcontractors. 14. Contractor agrees to indemnify and hold harmless the County and any of their oi~cers, agents and employees, from any claims of third parties arising out of any act or omission of the Contractor in connection with the performance of this contract. 15. All promises, requirements, terms, conditions, provisions, representations, guarantees, and warranties contained herein shall survive the contract expiration or termination date unless specifically provided otherwise herein, or unless superseded by applicable Federal or State statutes of limitation. 16. The parties have read this contract and agree to be bound by all of its terms and fiu ther agree that it constitutes the complete and exclusive statement of the agreement between the parties. 17. Time is of the essence in the performance of this contract. 18. This contract shall be governed by the laws of the State of North Cazolina. 1N WITNESS WHEREOF, County and Contractor have hereunto signed this agreement in duplicate originals, one of which is retained by each party hereto. This the ~~ day of December, 2009. FOR OIj~1NGE COUNTY: t' Valerie Foushee, Chair Orange County Board of Commissioners Ap roved as to technic con t: J oberson, ax Administrator CONTRACTOR: -~ / Roderick Visser, Contractor Visser Project Management Consulting Services Date: /~- ot~~ L This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control ct. Date: ~ d Gary Hump ,' ce Director 1 Appr ve as t and legal sufficiency: Anne a M. Mo e, Staff Attorney Orange County Attorney's Office Date: ~ Z' a~ 6