HomeMy WebLinkAbout2011-024 EMS- Agreement between OC and EMS eSchedule [Departmental Use Only]
TITLE efthodulo
FY 2010-11
ORANGE COUNTY
CONTRACT UNDER$10,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 3rd day of December, 2010, ("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"),patty of the first part;and EMS c-Schedule(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 provision of a web-hosted, locally administered soffivare package
that will provide the capability to do the following human resource support administration: scheduling and
work-force management; certificaiton tracking; availability submission and overtime visibility; time and
attendance, payroll; shift trade; shift bid;CME tracking;equipment inventory tracking. lit addition to built in
reporting features, provider shall provide database report in a Comma Seperated Value(CSC/) format on the
first of each month.
The term of this agreement rendered shall be from 12/3/2010 to 10/31/2011
Provider,represents and agrees that Provider is qualified to perforin and fully capable of performing and
providing the service-, 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 Four
Thousand One Hundred and Forty US Dollars, ($4140). Payment shall be made within thirty(30)days of an
invoice properly submitted to County, Should Provider fail to perform its duties tinder the terms of this
Agreement, County may, without fault or penalty, withhold any payment associated with the work to be
performed until such titne as said work is completed.
2, Notl—waiver: Failure by County at any time to require the performance by Provider of any
of the provisions iiercof—shall in no way waive or affect the County's right hereunder to enforce the same,not-
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. Ind aendent 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 3ieither 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 hily 2010
4. Insurance: Thr, Provider shall obtain,at its sole expense, all insurance needed to adequately
irSUr0 itself during the performance of these services as required by the County's Risk Management Policy.
5. Indernnitv: 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 injiury, 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.
1. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its
tern-ts, 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 LaNv: -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 COUI-t Of Justice of North Carolina seated in
Orange County,North Carolina.
9, Non Appropriation: Provider acknowledges that County is a governmental entity, and tile
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.
IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement,effective
as of the day first written above.
ORAN7TM PR
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Co 11
Manage Title: r�N�v
unry M
200 S.Cameron S�
P.O.Box 8181
Hillsborough,NC 27278
This instrument h been ahpr;pved as to technical content.
'n'n Jr.,
F,,R.Z-, ontes de Oca,Jr.,h,Department Director
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
Office of the Finance Director
This inStFUMCrit has been approved as to form and legal SUM16011CY,
Revised July 20 10 2
.................
OfFice fthe County Attorney
Revised July 2010