Loading...
HomeMy WebLinkAbout2016-190-E Risk Mgmt. - Dude Solutions, Inc. for Online Safety Suite software DocuSign Envelope ID: 19FBA3A4-8A02-4528-9BD0-C27F6FE5B431 [Departmental Use Only] TITLE FY ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 29th day of February, 2016, ("Effective Date") by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"),party of the first part; and Dude Solutions, 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: Online Safety Center Suite, unlimited support, unlimited online training,unlimited users and enhancements. The term of this agreement rendered shall be from 2/29/16 to 2/29/17. 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 I. 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 seven thousand five hundred ninety-three dollars, ($7,593.00). 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 contractor 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: 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 County'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 Revised 1/16 1 DocuSign Envelope ID: 19FBA3A4-8A02-4528-9BD0-C27F6FE5B431 incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of cyber liability coverage (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 County's Risk Manager. 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, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement 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. County may suspend this Agreement upon reasonable notice to the Provider. 7. Entire Agreement and Signatures: 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. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. 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. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 10. 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. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. 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. [SIGNATURE PAGE TO FOLLOW] Revised 1/16 2 DocuSign Envelope ID: 19FBA3A4-8A02-4528-9BD0-C27F6FE5B431 IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER (—�6ZWit,Signed by: FEZ ned by: By �awltMtVS By l"1, County ggag W755E477... Title; 9FE34C48C8494EF... 200 S. Cameron St. P.O. Box 8181 Brian Carter,Dude Solutions, Inc. Hillsborough,NC 27278 Brian.carter@dudesolutions.com Revised 1/16 3 a DocuSign Envelope ID: 19FBA3A4-8A02-4528-9BD0-C27F6FE5B431 FACCUIT DUDe(,,,, 2/23/2016 Alisa Cornetto Orange County 200 S Cameron St Hillsborough, NC 27278-2505 Dear Alisa, Thank you for your interest in FacilityDude's affordable suite of powerful, easy-to-use online tools that allow you to save money, increase efficiency, and improve services. FacilityDude is dedicated to providing best in class solutions with unlimited training and support. Ask us about our other affordable online solutions that are built exclusively for organizations just like Orange County. Item Term Investment Initial investment for Safety Center Now—February 28, 2017 $7,593.30 Pricing includes unlimited support, unlimited online training, unlimited users, and enhancements. Annual Renewal —March 1, 2017—February 28, 2018 = $5,841.00 DocuSign Envelope ID: 19FBA3A4-8A02-4528-9BD0-C27F6FE5B431 Terms of Service: • Proposal has been prepared for Orange County. • Proposal is valid through February 28, 2016 • Initial Term: 12 months • Automatic invoicing of annual fee will occur at the end of each term unless request for non-renewal is received in writing 30 days prior to renewal date. • Payment: Terms are net 30 days. • Applicable sales taxes are in addition to the quoted price. If Orange County is tax exempt please email a copy of your Tax Exemption Certificate to accounting @facilitydude.com. • Please address purchase order to: FacilityDude.com, 11000 Regency Parkway Suite 200, Cary, NC 27518 • Training and startup assistance are available in an online format and through telephone support as indicated on our website. • Technical Support is available from Sam to 6pm EST. Please call (877)655-3833 for or email support @facilitydude.com for technical support. • Subscription begins upon written acceptance of terms and conditions of the proposal. • Data Imports, project management, and onsite training are outside of the scope of this proposal and are available at an additional cost. • FacilityDude.com's Terms of Use are governed by our online terms of use statement available at: http://facilitydude.com/privacy-terms-of-use/. Payment and Delivery Terms: • If within 60 days of order you are not completely satisfied, you can cancel your service for a full refund. • FacilityDude.com solutions are delivered for the client to access within 24 hours of the order. The undersigned accepts the above detail and agrees to the terms herein. SUBMITTED BY: RYAN BURNS 2/23/2016 Representative Name Date ACCEPTED BY: Docu5igned by: aura. r,OV't td 6 Cu uwFSiigmtare Date Print Name Position DocuSign Envelope ID: 19FBA3A4-8A02-4528-9BD0-C27F6FE5B431 DATE(MM/DD/YYYY) ACCOR" CERTIFICATE OF LIABILITY INSURANCE o2/2s/zo16 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). PRODUCER CONTACT Willis of North Carolina, Inc. NAME: c/o 26 Century Blvd PHONE FAX A/C No Ext:1-877-945-7378 A/C,No:l-888-467-2378 P.O. Box 305191 E-MAIL Nashville, TN 372305191 USA ADDRESS:certificates@willis.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Federal Insurance Company 20281 INSUREDDude Solutions, Inc. INSURERB:Chubb Indemnity Insurance Company 12777 Attn: Darrin Dexter INSURERC: 11000 Regency Parkway S INSURERD: Suite 110 Cary, NC 27518 INSURER E7 INSURER F: COVERAGES CERTIFICATE NUMBER:W1317832 REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE � OCCUR PREMISE, RENTED 1,000,000 PREMISES Ea occurrence $ A Y MED EXP(Any one person) $ 10,000 35951753 11/09/2015 11/09/2016 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO [:] LOC PRODUCTS-COMP/OPAGG $ 2,000,000 JECT El OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident 1,000,000 ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED AUTOS AUTOS 73591547 11/09/2015 11/09/2016 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS P era ccident $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE 79878739 11/09/2015 11/09/2016 AGGREGATE $ 5,000,000 DED RETENTION$ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER B Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? � N/A 71745083 11/09/2015 11/09/2016 (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Technology Errors & Omissions 35951753 11/09/2015 11/09/2016 $2,000,000 Per Claim $2,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Named Insured: Dude Solutions, Inc. dba Facilitydude Dude Solutions, Inc. dba Schooldude General Liability: Blanket Additional Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Orange County 200 S Cameron St. illsborough, NC 27278-2505 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD SR ID:11425042 BATCH:Batch #: 207236 DocuSign Envelope ID: 19FBA3A4-8A02-4528-9BD0-C27F6FE5B431 AGENCY CUSTOMER ID: LOC#: ACoRO ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis of North Carolina, Inc. Dude Solutions, Inc. POLICY NUMBER Attn: Darrin Dexter See Page 1 11000 Regency Parkway Suite 110 CARRIER NAIC CODE Cary, NC 27518 See Page 1 See Page 1 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Cyber Liability is included in policy #35951753. Additional Insured: Orange County. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are re Istered marks of ACORD 11425042 Bach #: 207236 W1317832 DocuGign Envelope ID: 19FBA3A4-8AO24520-98DOf2rF0FE5B431 FORTI W1109 Request for Taxpayer Give Form to the (Rev.December 2014) requester. Do not Department of the I rea%.jry Identification Number and Certification send to the IRS. Internal Revenue Service 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Dude Solutions, Inc. 0- 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 Exemption,,>(codes apply only to C certain entities,not individuals;see 0 E]IndvidLJ8I/SOIo proprietor or Z C Corporation 0 S Corporation L-_] Partnership F-1 TrUst/estat6 (h Instructions on page 3): CL 2 [ Exempt payee code(if any) Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnewship)10 Exemption frorn FATCA reporting 0 2 Note.For a single-member LI-C that is disregarded,do riot check LI-C;check the appropriate box in the line above for the tax classification of the single-member owner. code(if any) 5 Address(number,street,and apt.or suite no.) Requester's name arid address(optional) 'CDL 11000 Regency Parkway, Suite 110 W 6 City,state,and ZIP code u) Cary, NC 27518 7 List account n6—m—ber(s)here—(optional) Taxpayer Identification Number (TIN) Enter yourTIN in the appropriate box.The TIN provided must match the narne given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(SSN). However,for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3. For other entities,it is your employer identification number(EIN). If you do not have a number, see flow to get a TIN on page 3. or Note. If the account is in more than one name,see the instructions for line 1 and the chart on page 4 for Employer identification numbe== guidelines on whose number to enter. EI-L2 H�� 2=9 Under penalties of perjury. |certd that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2, |amnot subject to backup withholding because:(a) I arn exempt frorn backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I arn no longer subject to backup withholding;and 2. |amoU.S.citizen o,other U.S. person(defined be|ow);and 4.The FATCAonde(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions,item 2 does not apply.For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions on 3 Sign Signature of Here U.S.person 1110 D ate Form 1098(borne mortgage interest),1098-E(student loan interest),1098-T General Instructions (tuition) Section references ate w the Internal Revenue Code unless otherwise noted. ,poxn/uyu-o(canceled debt) Future developments.Information about developments affecting Form w'y(such .p^,m/oou-x(acquisition v,auanuvnmonto/secured property) ao legislation enacted after we release it)ivat www.on.o^wmw. Use Form W-y Only//You are au.S.person(including a resident aomn).m Purpose of Form provide your correct TIN. A^individual"r entity(Form w'n requester)who ia required m file m^information //you cw riot return Form wcnm the requester with amN,you might uosubject return with the IRS must mi ou,vot taxpayer identification number(TIw) m backup withholding.See What is backup withholding?vn page o. ux may be / |security number(Suw) |^ui"/uua|tax»ava,monnnoauon ov signing the filled-out form,you: number(ITw).adoption taxpayer identification number(An|N).o'employer 1 Certify that the'TIN you are giving iu correct(or you are waiting for anumua, identification numuo,(sw) mmnoxvvao/aonn�/onvyummeamoun�pa.um . mue/sovou). you,or other amount reportable onan information return.Examples ofinformation returns include,but are not:mmm to,the following: u.oamfymatyouaenmaubjemmbaokupwx»hom/no.m ,Form mau'|mr(interest earned n,paid) o.Claim exemption from backup withholding n you are uu.a.exempt payee.If applicable, nu�o��x� ��aauum �mr�woaumom�,� ~m,m1oon'mvWwammu'/nmumnomoue»nmsmcxao,mumwmnu� �y partnership'' - mcovmonma\�e.tomen,bu�vess|�riot subject mthe ~Form Ioou'wmo(various types of income,prizes,awards,o,gross proceeds) withholding tax on foreign partners'share of effectively connected income,arid °Form/uuy'a(stock o,mumal fund sales and certain other transactions uv 4.Certify that wzox u entered or)this form(if any) are brokers) exempt from the rxTcx reporting,io correct.See What isrxTzA reporting?on ~Form 1uao-s(proceeds from real estate transactions) page o for mn»n,information, °Form 1oee'x(me,ununt card and third party network transactions) Cat.No. 10231X Form W-9(Rev.12-2014)