HomeMy WebLinkAbout2018-353-E IT - Computer Aid Contract Change Order 3Revised 10/17
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[Departmental Use Only]
TITLEComputer Aid, Inc.
FY19
NORTH CAROLINA
SERVICES AGREEMENTUNDER $90,000.00
NO RFP/RFQ
ORANGE COUNTY
This Services Agreement(hereinafter “Agreement”), made and entered into this 25thday of
July, 2018,(“Effective Date”) by and between OrangeCounty, North Carolinaapolitical
subdivisionof the State of North Carolina(hereinafter, the "County") and Computer Aid, Inc.,
(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 Agreement is for services to be rendered by Provider to County with respect
to (insert type of project):Staff Augmentation services for a Crystal Reports
resource assisting with the data conversion project.
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 Section3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2.Responsibilities ofthe Provider
a.Services to be provided.The Providershall provide the County with all services
requiredin 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 Providershall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Providerpractice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provideris solely responsible for the professional
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quality, accuracy and timely completion and/orsubmission of all workrelated to
the Basic Services.
ii)Provider shall be responsible for all errors or omissionsof its agents, contractors,
employees,or assignsin the performance of the Agreement. Provider shall
correct any and all errors, omissions, discrepancies, ambiguities, mistakes or
conflicts at no additionalcost to the County.
iii)The Providershall 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
Providerengaged by the Providerin the performance of any work or services
required of the Providerunder this Agreement, shall be considered employees or
agents of the Provideronly 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 subcontractorsengaged 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):See Statement of Work: Attachment A -Change
Order #3
4.Duration of Services
a.Term.The term of this Agreementshall be from July 25th, 2018to December 31st,
2018.
b.Scheduling of Services.
i)The Providershall schedule and perform itsactivities in a timely manner.
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ii)Should the County determine that the Provideris behind schedule, it may require
the Providerto expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform itsservices 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 Wednesday,
July 25th, 2018.
5.Compensation
a.Compensation for Basic Services.Compensation for Basic Services shall include all
compensation due the Providerfrom the County for all services under this Agreement.
The maximum amount payable for Basic Servicesshall not exceedFifteen Thousand
Dollars ($15,000.00). 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 (Jim Northrup)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.Providershall 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 ofN/A(if no additional insurance required mark N/A
as being not applicable). Providershall not commence work until such insurance is in
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effect and certification thereof has been received by the County's Risk Manager.
8.Indemnity
a.Indemnity.The Provideragrees, 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 Providerexcept to the extent same are caused by the negligence or
willfulmisconduct 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 Providermay 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 Providershall 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 Providershall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurredor anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii)Should this Agreement be terminated, the Providershall 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 Providerwith 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.
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e.Suspension.County may suspend the Basic Servicesand 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 Servicesuntil notified to proceed by County.
11.Additional Provisions
a.Limitation and Assignment.The County and the Providereach bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Providershall 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
agentor subcontractoridentified, 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 subcontractoridentified,
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 Policyand Orange County Living Wage Policy (each policy
is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/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.
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
OrangeCounty, NorthCarolina.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.EntireAgreement.This Agreement represents the entire and integrated agreement
between the County and the Providerand 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.
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f.Severability.If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall bevalid 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
thingsby 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.Provideracknowledges 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 Providerof 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/orfederal 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
Article11A 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
certified or registered mail, return receipt requested to the following:
Orange CountyProvider’s Name
Attention:Jim NorthrupComputer Aid, Inc.
P.O. Box 81811390 Ridgeview Dr.
Hillsborough, NC 27278Allentown, PA 18104
[SIGNATURE PAGE TO FOLLOW]
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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:
By: _________________________________
County Manager
By: __________________________________
Abe Hunter, Exec. Vice President, South
Printed Name and Title
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Statement of Work: Attachment A –Change Order #3
July 17th, 2018
Change Order #2:
This is a change order to formally extend the service agreement for Kenneth Lawrence at Orange County,
North Carolina. Scope and services remain the same per the original executed agreement and Change
Order #2, which was signed on March 18th, 2018.
Start Date:July 18th, 2018
End Date:August 31st, 2018
Pricing:Computer Aid, Inc.will bill Orange Countyon a Time and Materials basis.
This Statement of Work -Change Order #3will be valid through the end of
August 2018 with themaximumapproved budgetof$15,000.00 for the
Computer Aid, Inc.consultant to bill against.Upon completion of the this
contractextension,this SOWCO #3will either be closed as complete or
Orange Countywill have the option to extend this engagement using aCAI
Change order. Approved expenses will be billed as incurred at actuals. The
billing rate is $57.00 per hour. Billing will occur on a monthly basis.
Payment Terms:Net 30 days.The duration of this effort may be modified or amended as
mutually agreed to by both parties in writing.
Contact:Jacob Galbraith
Computer Aid, Inc., North Carolina
3434 Kildaire Farm Road, Suite 360, Cary, NC 27518
717-303-8785
Termination:Termination of this effort may be made with seven(7) business days’ notice.
Orange Countyagrees that it will not solicit and/or hire CAI’s consultant(s) for
12 months post this agreement.
Terms and Conditions:The terms andconditions are as defined in the ServicesAgreement signed
by Orange County andComputer Aidand effective August 8, 2017.
Company: Computer Aid, Inc Client: Orange County
Date: ___________________Date: _____________________
Signature: ________________Signature: __________________
Name: Abe HunterName: Bonnie Hammersley
Title: Executive VP, South Title: County Manager
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