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HomeMy WebLinkAboutAgenda - 03-18-2014 - 7aORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: March 18, 2014 SUBJECT: Enterprise Scannina Proiect DEPARTMENT: Information Technologies ATTACHMENT(S): StarPoint Contract Action Agenda Item No. 7 -a PUBLIC HEARING: (Y /N) No INFORMATION CONTACT: Jim Northrup, 919 - 245 -2276 1 PURPOSE: To implement an automated solution whereby existing paper records in Emergency Services, Human Resources and Environmental Health would be scanned and indexed, allowing said images to be viewed, stored, and managed electronically. BACKGROUND: Orange County Emergency Services, Human Resources and Environmental Health maintain various records, most of which are paper based. Currently, these departments have numerous file cabinets of paper records both historical and active. As typical with paper based filing systems, these departments experience inefficiencies, such as slowness in the access and the retrieval of records, and the occasional misfiled record. An additional impact is the bulk physical space taken up by these records. FINANCIAL IMPACT: The total contract cost for this project is $100,655. Funds for this project are currently budgeted in the Information Technologies' capital project. Electronic options were pursued with two outside companies for a smaller Child Support Enforcement scanning project in FY 2013. Northwoods, with which Orange County has an existing solution deployed with Social Services, and StarPoint, a local company offering scanning solutions. Pricing, services available, and levels of complexity were considered and the decision was made to recommend moving forward with StarPoint. This project is estimated to take seven (7) weeks per department and span over 6 months. RECOMMENDATION(S): The Manager recommends the Board approve and authorize the Manager to sign the attached contract and any amendments as necessary. [Departmental Use Only] TITLE StarPoints Global Services FY 2013 -14 NORTH CAROLINA SERVICES AGREEMENT OVER $90,000.00 RFP — NO REIMBURSABLE EXPENSES ORANGE COUNTY This Services Agreement (hereinafter "Agreement "), made and entered into this 10th day of March, 2014, ( "Effective Date ") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County ") and StarPoint Global Services, (hereinafter, the "Provider "). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement ( "Agreement ") is for professional services to be rendered by Provider to County with respect to (insert type of project): Digital Conversion of records belonging to Orange County Enterprise Scanning which consists of the Environmental Health Department, Human Resources Department and Emergency Management Departments and Other Services as provided in Estimated Cost and Service Proposal Provided by StarPoint Global Services for the Orange County Health Department, dated December 2, 2013 ( "Proposal "). ii) By executing this Agreement, the 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. Revised 9/13 K i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and /or submission of all work related to the Basic Services. ii) 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. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and /or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the Estimated Cost and Service Proposal provided by Starpoint Global Services for Orange County Enterprise Scanning (the "Proposal ") dated December 2, 2013, which is fully incorporated and integrated herein by reference together with Attachments B -G, Additional Terms and Conditions, Exhibit B, Business Associate Agreement, Exhibit C, Storage Agreement, Exhibit D, Container Transmittal, Exhibit E, Authority for Access, Exhibit F, and StarPoint Global Services Price List as of January 1, 2012, Exhibit G, all of which are hereby incorporated into this Agreement and shall be taken Revised 9/13 2 M and considered as a part of this Agreement the same as if fully set out herein. In the event of any conflict or inconsistency in a term or condition between this Agreement and the Exhibits, this Agreement shall control, except where there is a conflict or inconsistency between this Agreement and the Business Associate Agreement, then the provisions of the Business Associate Agreement shall control. In the event a term or condition in any document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, Exhibit B, and then the Provider's Proposal and other attachments. ii) The Basic Services will be performed by the Provider in accordance with the schedule set forth in the Proposal. iii) Should County reasonably determine that Provider has not met the schedule established in Section 3(a)(ii), County shall notify Provider of the failure to meet the schedule Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any schedule Date the County may modify the schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet the schedule set out in the Proposal. 4. Duration of Services a. Term. The term of this Agreement shall be from 3/10/14 to 3/10/16. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Schedule listed in Section 3. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 3/10/14. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services is One Hundred Thousand Six hundred Fity -Six Dollars ($100,656). In the event the amount stated on an invoice is Revised 9/13 3 disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as percentages of the whole as Project are completed as set out in Section 3(a)(ii). (For example, if there are 10 Projects Tasks then Provider may invoice for the first 10% of the whole upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for the next 10% of the whole.) b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated the (Jim Northrup, Information Technologies Director) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and /or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at htip://oran eg countync .gov/purchasing/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement Revised 9/13 4 a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti - discrimination laws. Pursuant to the terms of North Carolina General Statute Revised 9/13 5 7 153A- 449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non - performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. 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. It is expressly agreed that County shall not activate this non - appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and /or mandated functions, by state and /or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider Revised 9/13 6 of such limitation or change in County's legal authority. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name & Address Attention: Information Technologies Director Starpoint Global Services P.O. Box 8181 PO Box 515 Hillsborough, NC 27278 Chapel Hill, NC 27514 [SIGNATURE PAGE TO FOLLOW] Revised 9/13 9 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: Barry Jacobs, Chair Orange County Board of Commissioners Attest: Donna Baker, Clerk to the Board [SEAL] Printed Name and Title This instrument has been approved as to technical content. Jim Northrup, Department Director This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act. Office of the Chief Financial Officer This instrument has been approved as to form and legal sufficiency. Office of the County Attorney Revised 9/13