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HomeMy WebLinkAbout2013-367 Library - Tutor.com for Database $4,500 r �•'.dra>y [Departmental Use Only] TITLE Adult and Teen Services FY 1314 ORANGE COUNTY CONTRACT UNDER$10,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 22nd 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 Tutor.com, 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: Tutor.conn Learning Suite with Library and remote Home Access; Live Homework Help/Live Tutor Hours 2:00pnn-12:00am; and Tutor.com Learning Suite en Espanol with Library and Remote Home Access The term of this agreement rendered shall be from September 1,2013 to August 31,2014. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing (lie services required or necessary under this Agreement in a fully competent, professional and tinnely 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. Pa n� Went: 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 four thousand five hundred dollars, ($4,500.00). Payment shall be made within thirty (30) days of an invoice property 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. 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. Revised July 2010 j r 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. b. 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 A reement: 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: 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 tine validity of this Agreement is based upon the availability of public funding under the authority of its stahrtoiy mandate. Ln 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 finds. IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement,effective as of the day first written above. ORANGE COUNTY PROVIDER B B y� y: County anager Title: r� 200 S. Cameron St. ( Tutor.com, Inc. P.O. Box 8181 9 Bast 40'h Street,2"d Floor I-lillsborough,NC 27278 New York, NY 1001 G This it w ei e I roved as to technical content. ucin nger, De ,rtment ' ector This instrument has be a pr audited in the maimer required by the Local Government Budget and Fiscal Control Act. pja� A A4-- Office of the Finance Director Thi i rut t nas been approved as to form and legal sufficiency. Of Ice of thcV&tuity At6ortiey Revised July 2010 2 I Tutoncom Master Service Agreement Renewal TI.11S RENEWAL AGREEMENT(the"Renewal"),is made and entered into as of 9/1/2013 by and between Tutor.com,Lie.(` Ntor.com")wilh its principal offices at 9 East,10'h Street,2id Floor,New York,NY 10016,and Orange County Public Library(the"Library")with its principal offices at 137 W.Margaret Ln.,Hillsborough,NC 27278(collectively, the"Parties"). Original Master Service Agreement. The Parties entered into a certain Master Service Agreement as of 911/2012(the "Orighnal Agreement")which sets forth the tens for(he delivery by Tutor.conn and the purchase by the Library ofthc web-based conmtunieatimn services as set forth in the then current service order(each a"Service Order"and collectively,the"Service Orders"). Renewal Term. The Parties hereby agree to extend the Term of the Original Agreement for a period of twelve(12) months(the"Renewal Term"),such Renewal Tenn beginning the day after the last day of lire Terns of the Original Agreement. The Service Order attached hereto as Exhibit A shall set forth the services purchased by the Library and provided by Tutor.com during the Renewal Tenn pursuant to the teens of(lie Original Agreement. Capitalized tenns not otherwise defaied in this Rcnewal shall have llte meaning ascribed to them in the Original Agreement,and for purposes of the Parties'understanding,the "Agreement"between die Parties shall consist of die tens and conditions set forth in this Renewal,the Original Agreement,(lie Service Orders,and any other agreements attached hereto or subsequently signed by both of the Parties and that reference(lie Original Agreement. Counterparts, This Renewal may be executed in one or more counterparts,each ofwhich will be deemed an original, but all of which together will constitute one and the same instrument;however,this Renewal will be of no force oreftect until executed by both Parties. IN WITNESS WHEREOF,the Parties hereto have caused this Renewal to be duly executed as of the date first set forth above. On belt f On behalf ofTu(or.com: / i lure Signature L,vkC_\ d �q�t2 Kevin J Donalds Name Name 'U, ce C-*C)r— SVP,Operations&CFO "fit le Title S / 2-0 / 13 i-' IJ-z ol3 T Dale Date For Orange County Use Only Approved as to technical content: Lu W. Moore, Dir r Approved as to form and legal sufficienc A iff Attorney "This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Ac 4�tw Z At-a-, 147- U Clarence G. Grier, Asst. County Manager/CFO Date Trrlaatcoarr Slatrdard Reerenral,Hasler Service,,Igreertteirl(,HSA)—revised June 2010 >aXIVY11r A SERVICE ORDER OF NUsTER SERVICE ACREEMENT This order for the online tutoring services set forth herein constitutes a Service Order of tite Muster Service Agreement dated 911/2013,between Tutor.conn,Inc.("Tutor.coun")and Orange County Public Library District(Ilie"Library"). Library Primary Contact Inrormation Tuto•,com Primary Contact Information Tutor.com Billing Contact Information Name:Anne Pusey Name:Jeremy Klein Name:Cesar Flores Library: Orange County Public Library Address:9 East 4 01h Street Address:9 East 40'b Street Address: 137 W.Margaret Lane Address:2d Floor Address:2 Floor City,St,Zip:Hillsborough,NC 27278 City,St,Zip:New York,NY 10016 City,St,Zip:New York,NY 10016 Telephone:(919)245-2534 Telephone:(917)224-6178 Telephone:212-528-3101 x239 Fax: Fax: (646)532-4405 Fax: 646-532-4439 Email:apusey n co.orange.no.us Email:jklein a tutor.eom Email:eflores it tutor.conn Ordered Services and Fees. Tutor.com agrees to provide the Library with the following Services and the Library agrees to pay Tutor.com the fees set forth below. Tutor.com learning Suite Services include the K-12 Student Center,College Center and Adult Education and Career Center. Each center includes either Live Homework Help®(K-12)or LiveTnlor(college and adult);PmofPointT^u,real-tine writing help; and,24/7 access to the SkillsCenterT`u Resource Library � i 1 Tutor.com Learning Suite with Library and Remote Home Access i Live Homework Help/Live Tutor Hours:2:00pm—12:00am ALL 9/1/2013 8/31/2014 $4,500.00 Tulor.com Learning Suite en 13spaitol with Library and Remote Home Access Live Homework Ilelp/Live Tutor Hours:2:00pm—12:00am ALL 9/1/2013 8/31/2014 Included Total Up to 430 Sessions S4 i „500.00 Delivery Model O SMARTTRACK • Tutoncom will deliver up to Up to 430 sessions. • Sessions are available throughout the contract period and the Tutor.com SmattTrack system determines the number of sessions daily and hourly by looking at historical usage patterns. • Sessions must be used within the contract term. i i Tutor.com Slondard Renewal k1eister Service ilgreemeru(b-/SA)—revised Ame 2910 1 ® DATE(MWDD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE 04/18/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME. Marsh USA Inc. PHONE FAX 701 Market Street A/C No): Suite 1100 E-MAIL ADDRESS: St.Louis,MO 63101 INSURERS AFFORDING COVERAGE NAIC# 606911--12-13 N Tutor. INSURER A:National Union Fire Ins Co Pittsburgh PA 19445 INSURED INSURER B:The Insurance Company of the State of PA 19429 Tutor.com N/A 9 East 40th Street,2nd Floor INSURER C:N/A New York,NY 10016 INSURER D:N/A N/A INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CHI-004666613-02 REVISION NUMBER:4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN RI TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMIDDYIWYY MM DDrrlrYY LIMITS LTR 1,000,000 A GENERAL LIABILITY GL 714-64-98(AOS) 11/01/2012 11/01/2013 EACH OCCURRENCE $ A X GL 714-64-99(NY) 11/01/2012 11/01/2013 pREM SES EaEoccu ante $ 1,000,000 COMMERCIAL GENERAL LIABILITY CLAIMS-MADE Fq OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: -PRODUCTS-COMP/OP AGG $ 1,000,000 X I POLICY PRO- LOC I I $ A AUTOMOBILE LIABILITY CA 344-73-31 11/01/2012 11/01/2013 C OMBINED SINGLE LIMIT 1,000,000 a accident X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR HCLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION WC 086-47-6375(AOS) 11/01/2012 11/01/2013 X I WC sTATU- I 1OTH- AND EMPLOYERS'LIABILITY Y/N WC 086-47-6373 CA 11/01/2012 11/01/2013 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ( ) E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA WC 086-47-6374 FL 11/01/2012 11/01/2013 1,000,000 B (Mandatory in NH) ( ) E.L.DISEASE-EA EMPLOYE $ If yes,descr be under WC 086-47-6376(MA,NJ,WA) 11/01/2012 11/01/2013 E.L.DISEASE-POLICY LIMIT $ 1,000,000 B DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Re:Evidence of insurance. CERTIFICATE HOLDER CANCELLATION Tutor.com SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 9 East 40th Street,2nd Floor THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN New York,NY 10016 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD