HomeMy WebLinkAbout2018-106-E Tax - Data Cloud Solutions appraisal and workflow management moduleDocuSign Envelope ID: OBDE8BD9- OD9E- 4A10- 82D1- 609ED40EB9CO
[Departmental Use Only]
TITLE MobileAssessor
FY 2017 -2018
NORTH CAROLINA
SERVICES AGREEMENT UNDER $90,000.00
NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement "), made and entered into this 23 day of
March, 2018, ( "Effective Date ") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County" or "Customer ") and Data
Cloud Solutions, (hereinafter, the "Provider" or "DCS ").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project): appraisal and workflow management module to be
integrated with existing Computer Assisted Mass Appraisal System, AssessPro.
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.
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
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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 of its agents, contractors,
employees, or assigns 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) 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.
vi) In determining the basic services to be provided, should any documents be
referenced in 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. Should a request for proposals and a proposal be referenced the
terms of the request for proposals shall have priority over the terms of any
proposal.
3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): Professional services regarding the provision,
setup and implementation of up to 57,500 real property accounts, and training of
Software on customer's hardware including: Seven (7) field appraiser Wad Pro tablets
remotely loaded with customer's technology -based resources including CAMA data, GIS
data and up to one street level photography of each parcel together with other services as
more fully described in Exhibit 1, Scope of Services, attached hereto.
4. Duration of Services
a. Term. The term of this Agreement shall be from March 23, 2018 to June 30, 2021.
i) Implementation: April 10, 2018 — July 31, 2018.
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ii) Delivery of Beta Software and test cases: August 14, 2018 — October 9, 2018.
iii) Delivery of Production Software and training: beginning on or before December
4, 2018; unless a later date is preapproved by County.
iv) Maintenance and support: December 4, 2018 — 11:59pm June 30, 2021. After
June 30, 2021 and at County's sole option, maintenance and support may renew
each subsequent year with annual maintenance and support running from July 1
through June 30 of the subsequent year until terminated by County.
b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
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 April 10,
2018.
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 shall not exceed seventy nine
thousand four hundred ninety one Dollars ($79,491.25). The maximum amount payable
is inclusive of all license, professional, maintenance, and support fees. Payment for
Basic Services shall become due and payable within thirty (30) days of Provider
properly invoicing County. Payment shall be subject to provisions of Section 5(b).
b. Disputes. In the event the amount stated on an invoice is 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. 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.
c. 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 (Dwane Brinson) 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
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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 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 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 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 County's Risk Manager.
8. Indemnity
a. Indemnity. The Provider agrees, without limitation, 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 property damage or bodily injury
including death 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
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.
Compensation After Termination.
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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.
e. Suspension. County may suspend the Basic Services and this Agreement at any time for
County's convenience and without penalty to County upon three (3) days' notice to
Provider. Upon any suspension by County, Provider shall discontinue work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
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. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147 - 86.81.
c. Non - Discrimination. 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 state
and federal non - discrimination laws, policies, rules, and regulations and the Orange
County Non - Discrimination Policy and Orange County Living Wage Policy (each policy
is incorporated herein by reference and may be viewed at
http: / /www.oran ec�ountync. ov/departments /purchasing division/contracts.php.) Any
violation of the Orange County Non - Discrimination Policy is a breach of this Agreement
and County may immediately terminate this Agreement without further obligation on the
part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination.
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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. 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.
e. Entire Agreement. This Agreement 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
of such limitation or change in County's legal authority.
i. Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article I IA and Article 40 of North Carolina General Statute Chapter 66.
j. Notices. Any notice required by this Agreement shall be in writing and delivered by
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certified or registered mail, return receipt requested to the following:
Orange County Provider's Name
Attention:Dwane Brinson Data Cloud Solutions
P.O. BOX 8181
Hillsborough, NC 27278
[SIGNATURE PAGE TO FOLLOW]
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4 West Main St, Suite 908
Springfield, OH 45501
DocuSign Envelope ID: OBDE8BD9- OD9E- 4A10- 82D1- 609ED40EB9CO
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:
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PROVIDER:
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Daniel Anderson, Owner
Printed Name and Title
DocuSign Envelope ID: OBDE8BD9- OD9E- 4A10- 82D1- 609ED40EB9CO
Exhibit 1
Scope of Services and Other Terms
DCS shall provide to Customer professional services regarding the provision, set -up, and
implementation of up to 57,500 real property accounts; and training of Software on Customer
hardware, including:
a) Seven (7) field appraiser iPad Pro 1 4G LTE (or newer) machines remotely loaded with
Customer's technology -based resources including CAMA data, GIS data, and up to one
street level photograph of each parcel.
Each of the CAMA Clouds" licensed devices (7 mobile, 5 desktop) can be operated in at
least one or more combinations of the following functions (depending on final configurations,
role settings, and mobile field appraisal versus office quality control):
• Automated /Dynamic parcel visitation routing
• New construction field listing
• Updated street level photography
• Sales and market data validation
• Desktop review of properties via the admin console with streaming dashboards,
Quality Control, Tracking, and Reporting modules
• Reappraisal data verification / collection
• Market areas statistical review and delineation notation
• Land and building values equalization review
• Reappraisal valuations final field review
• Administrative monitoring of work performance with real -time management QC
review, management of field operations, live mobile application tracking, and audit
trails.
• Board of Equalization field checks
b) Configuration assistance of 7 Customer supplied Wad Pro 1 4G /LTE (or newer) mobile
devices.
c) Onsite, hands -on training of Customer in the use of Software, including the field appraisal
functions and administrative management functions; not to exceed 3 days in total. Onsite
training shall be in conducted in the following allotment(s):
i) no more than one session containing 3 consecutive business days; and
(1) additional days of training can be purchased on an as- needed basis.
Any onsite training or professional services (including any excess) shall be billable by DCS
to Customer on a time and materials basis, as may be needed and only as preapproved by
Customer.
d) Software as a Service (SaaS) hosting and implementation, covering all pertinent residential
real property CAMA data -field mapping (see ii below), by DCS for the duration of licensed
use by Customer.
i) Customer must provide CAMA data, GIS shapefiles, and subject matter experts
related to Customer data, workflow, and business processes in a format and
DocuSign Envelope ID: OBDE8BD9- OD9E- 4A10- 82D1- 609ED40EB9CO
Exhibit 1
manner deemed acceptable by DCS (e.g., Microsoft Access database, csv's,
and /or SQL export; parcel boundaries shapefile, etc). All such data provided by
Customer shall remain the property of Customer, notwithstanding anything in this
Agreement, including Exhibit A, to the contrary.
ii) up to 175 read -only fields and 100 Editable Fields. Each extra read -only field would
require an additional $75 one -time fee (not recurring costs). Each extra editable
field would require an additional $300 one -time fee plus $50 /field /year in additional
maintenance.
e) Standard Maintenance and Support as described in this Agreement & the attached EULA.
In the event of any conflict between the provisions of this Agreement and the EULA, the
terms of this Agreement shall control.
(1) Premium Support and Professional Services are available for an additional time and
materials fee, or a discounted rate for longer term commitments. Some examples of
premium services include analyses of Customer specific use cases by DCS staff with
executive authority with regard to software enhancements, change orders, and project
management decisions; including, (a) mobile device mass appraisal and integrated field
review best practices, (b) business process /requirements analysis, change
management, and workflow optimization, and (c) appraisal analytics, consultation, and
rates development. Onsite observations and findings shall be applied to Software training
as applicable to the proper collection and incorporation of market data.
Any professional services in excess of the amounts described in the Agreement shall be billable
by DCS to Customer on a time and materials basis, as may be needed and only as preapproved
by Customer through an amendment to the Agreement.
License and Professional Fees for Software and /or Hardware Services. All licensing and
implementation services set forth in the Agreement shall be completed for a sum not to exceed
$30,250 plus $2,250 per mobile license.
a) 50% of Software license and Professional fees (46,000 * 50% = $23,000) plus 100% of
hardware fees (0 !Pads * $n/a = $0) shall be invoiced upon the execution of this Agreement.
First installment not to exceed $23,000 for the integration and delivery of this
Agreement's 7 mobile licenses and 5 desktop licenses.
b) 30% of Software license and Professional fees (46,000 * 30% = $13,800) shall be invoiced
within 15 days of DCS delivering a beta product for Customer's testing, approval, and
remote beta training related thereto. Second installment not to exceed $13,800 for the
integration and delivery of this Agreement's 7 mobile licenses and 5 desktop licenses.
c) The final 20% of Software license and Professional fees (46,000 * 20% = $9,200) shall be
invoiced within 15 days after the first day of Customer field appraisal staff receiving
production training (i.e., 'go- live'.
Customer may add additional licenses and additional CAMA CloudSM modules and upgrades
after the execution of this Agreement through written purchase order.
DocuSign Envelope ID: OBDE8BD9- OD9E- 4A1O- 82D1- 6O9ED4OEB9CO
Exhibit 1
1) Annual Maintenance and Support Fees for Software. Yearly annual maintenance and
support for which Customer shall be responsible to pay DCS an annual sum not to exceed
$8,943.75 plus $562.50 per mobile license. Customer will be entitled to product Updates
during the term of this Agreement, which include releases that correct identified errors in
Software (including revisions or dot releases), and product Upgrades, which are subsequent
versions of Software, and provide new or enhanced functionality.
a) Full (non pro rata) annual maintenance begins July 1, 2019 and the first full annual total
is due no later than July 31, 2019.
(i) 100% of pro -rated Annual Maintenance and Support fees (12,881.25 less pro -rata 5,152.50 =
$7,728.75) shall be invoiced within 15 days after the first day of Customer field
appraisal staff receiving training as referenced in subsection 2 c) above. Pro -rated
maintenance for year 2018 not to exceed $7,728.75.
b) Yearly annual maintenance and support fees may increase to then current rates if
Customer adds additional modules or upgrades after the execution of this Agreement as
referenced in Sections 3)b) and 3)c).
c) There is no credit or refund in the one -time license fees if the quantity of mobile licenses
or upgrades is decreased at any point in the future, but the annual maintenance and
support fees shall decrease by the then applicable and respective maintenance rate(s)
per removed license or upgrade, per year.
2) DCS will provide standard support services on Software products in use by Customer and will
use reasonable efforts to respond to all service inquiries within two (2) business days.
However, DCS cannot guarantee response times for those inquiries requiring substantial
research or if Customer does not provide sufficient details or reproduction steps.
a) For each software product for which Customer has purchased, they will be provided
with installation, basic set -up, problem analysis, problem resolution, and preventative
or corrective service information and efforts to reproduce and correct errors identified
by Customer or determine that errors are not reproducible.
(i) Example: The pro -rated amount of $7,728.75 will be due prior to June 30, 2019.
Then the first full year annual maintenance and support of $12,881.25 shall be due
by 7/31/2019; then the second full year annual maintenance and support of
$12,881.25 shall be due by 7/31/2020 for which maintenance and support shall
expire at the end of 6/30/2021 if Customer provided a thirty (30) day notice to
cancel, else renew annually until such notice is provided.
(ii) Each of the above amounts can increase or decrease based upon the then current,
applicable, and respective number of licenses or upgrades added or removed after
the execution of this Agreement, in accordance with Sections 3 and 4.
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Exhibit 1
REVENUE CERTIFICATE
I hereby certify that there is a balance otherwise unencumbered to the credit of the
appropriation to which this contract is chargeable, and a cash balance otherwise
unencumbered in the treasury from which payment is to be made, each sufficient to meet the
obligation of an amount not to exceed $53,728.75 payable prior to June 30, 2019 which is
hereby authorized. Additionally, at least $12,881.25 shall be planned for budgeting and
payable by July 31, 2020, and each year thereafter for ongoing annual maintenance and
support of Software. See Section 3 -5 for proposed schedule of payments' due dates.
4/2/2018
Date
Docusignedby:
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Account No. 10330020 - 630000