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HomeMy WebLinkAbout2013-246 DSS - Iformation Inc for On site maintenance and application support for the NCDSS-Day Sheet application $960 ,7013- .2 514 f)Ss [Departmental Use Only] TITLE NC DaySheet Maintenance Agreement FY 2013-2014 ORANGE COUNTY CONTRACT UNDER$10,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this day of July, 2013, ("Effective Date") by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"),party of the first part; and Information, Inc (the "Provider"),party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: the Provider will provide twelve (12)hours of on-site Maintenance and Application Support for the NCDSS-DaySheets application, including customizations to be made for Orange County, and any future versions offered by Provider as described in Attachment A, which is attached and hereby incorporated by reference into this Agreement. The term of this agreement rendered shall be from July 1, 2013 to June 30,2014. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Nine Hundred Sixty Dollars, ($960.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. Revised June 2012 1 4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services as required by the County's Risk Management Policy. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 8. Governing Law:aw: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County,North Carolina. 9. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. 10. Warranties. By executing this Agreement, Provider represents and agrees that he is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner and in addition provides the following: i) Limited Warranty. Provider warrants only that it will perform all work in the Attachment A in a professional manner. Due to continuous changes to standards and conventions involved in application development and the common use of numerous different hardware and software platforms, Client acknowledges that the Deliverable files may not work properly in all possible circumstances. Application will be tested using Microsoft Internet Explorer 8.0 and Firefox 4. Provider makes no warranty that the application to be maintained under this agreement will work properly other than when viewed with Microsoft Internet Explorer 8.0 and Firefox 4. Provider makes no warranty that the application will continue to work properly when viewed with any future version of Microsoft Internet Explorer or Firefox. Any modification to the work performed by County or any third-party on behalf of County shall void all warranties, express or implied. ii) Non-infringement Warranty. Provider represents and warrants to the best of its knowledge and belied that the application, when properly used as contemplated herein, will not infringe or misappropriate any copyright, trademark, patent, or trade secrets of any third persons. Upon being notified of a claim contrary to such warranty, Provider Revised June 2012 2 shall (i) defend through litigation or obtain through negotiation the right of County to continue using the application; (ii) reword the application so as to make it non- infringing while preserving the original functionality, or (iii) replace the application with functionally equivalent software. If none of the foregoing alternatives provide an adequate remedy, County may terminate all or any part of this agreement and recover amounts paid hereunder with respect to the infringing deliverable. IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: 4 - By:Aij Nan y Cost n, Social Service Director Title: 200 S. Cameron St. 9961 NC H 87N P.O. Box 8181 Pittsboro,North Carolina Hillsborough,NC 27278 27312 This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. � a"44..' '�-Clarence G. Grier,Asst. County Manager/CFO This i s ume a been approved as to form and legal sufficiency. Anne e M.Moore, Staff Kttorney Revised June 2012 3 Attachment A Coverage of Maintenance Agreement The application covered by this Agreement is as follows: NCDSS-DaySheets application, including customizations to be made for Orange County, and any future versions offered by Consultant. Support and Maintenance Policy Descriptions In accordance with the terms of this Agreement, the Consultant will furnish one or more of the following support services (the "Services") for the NCDSS-DaySheets application. Hours that are part of this maintenance agreement may be applied towards any of these Services. 1. Installation and Basic Operation Support. If application is self-hosted, Consultant can provide support for the proper installation of the current release of the application, and any subsequent patches or updates to the version. Consultant can further provide administrative support to aid in the configuration and customization of the application through the use of the Administrative interface provided for all hosting environments. 2. Training Sessions. Consultant can provide training sessions for Administrators and regular users of the NCDSS-DaySheets application at such time and location as the parties mutually agree. 3. Customizations and New Features. Client may use maintenance hours for Consultant to customize certain aspects of the application or for the addition of new features. Consultant shall provide Client with an estimate of the number of hours required to complete the customization or feature request prior to any such work. If work exceeds the number of hours available as part of this Agreement, Consultant will provide an estimate of charges for approval prior to performing any such work. Consultant Method of Contact The Consultant will provide the following communication mechanisms for the Client to use when asking for support: (a) Telephone Support. Consultant shall maintain a telephone hotline during regular business hours (8:00am to 5:00pm Monday-Friday EST) to assist Client in reporting errors and in providing first- line support in the use and operation of the software. (b) Email. Consultant shall make available a designated email address or contact person for application maintenance and support requests. Timeliness of Incident Resolution Consultant shall use reasonable effort to provide modifications or additions reported by the Client under the conditions of this Agreement set forth in the Client Support section. Consultant will make reasonable efforts to correct or provide work-around solutions for any errors, and if a work-around is the immediate solution, will make reasonable effort to provide a final resolution of the error. Reasonable effort will be made to respond to any support or maintenance requests within 24 business hours after receiving notice and sufficient information from the Client. Revised June 2012 4 New Releases The Consultant shall be responsible for providing technical support and correcting errors for the most recent release of the application provided to the Client as specified in the Delivery and Acceptance section of this Agreement. If the application is self-hosted, the Consultant shall continue to provide support for the two (2)immediately prior releases for a reasonable period,not to exceed eighteen(18)months. Revised June 2012 5