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HomeMy WebLinkAbout2021-231-E-Tax-GeoComm, Inc NexGen 911 DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16EO [Departmental Use Only] TITLE GeoComm FY 2021-22 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a body politic organized under the laws of the State of North Carolina, (the "County"), and GeoComm, Inc. (the "Provider"). 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 services set out below to the County in accordance with the terms of this Agreement,time being of the essence. The services or materials or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Accurate and current Geographic Information Syetem(GIS) data to map Orange County's 9-1-1 callers. One year license. See Exhibit A,Exhibit B and Exhibit C. The term of this agreement rendered shall be from April 6,2021 to April 6,2022. 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 1. Pam: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed One Thousand Eight Hundred Dollars, ($1,800.00). 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 07/20 1 DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16E0 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 be designated here 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. 5. Indemnity: To the extent authorized by North Carolina law the Provider agrees, without limitation, 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 in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 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 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. Modifications may be evidenced by telefacsimile signature. 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. 8. Governing Law and Priority: Both parties agree this Agreement is governed by the laws of the State of North Carolina and Orange County. 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 anti-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 eg cogntync. o_ v�/departments/purchasing division/contracts.php.). Any violation of this requirement 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. 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. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys' fees. Revised 07/20 2 DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16EO 10. 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. IN WITNESS WHEREOF,this Agreement is effective upon its execution by Orange County and the Provider. O E.// QLNTY PROV o-o�cuSigned by: pa" � a{ttr N SUVuSBy: By: Department Director Title: 200 S. Cameron St. Heather Hoskins, CFO P.O. Box 8181 601 West St. Germain St. Hillsborough,NC 27278 St. Cloud,MN 56301 Revised 07/20 3 DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16EO ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: GeoComm,Inc. Party/Vendor Contact Person: Heather Hoskins Contact Phone: (320)240-0040 Party/Vendor Address: 601 West St. Germain St City St. Cloud State: NN Zip: 56301 Department: Tax Administration Amount: 1,800.00 Purpose: NexGen 911 Budget Code(s): 10331020-630000 Vendor#N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑No❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated pric r to @reftit6ifty0f the agreement: Department Director's Signature J, IV" FMVMaan, Date: 4/20/2021 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content 6psrgii&stions: ('M Nov�l�vl Office of the Chief Information Officer J Date: 5/6/2021 el Risk Management This agreement is approved for sufficiency of in �gAtq.dards, specifications,and requirements: Office of the Risk Management Officer Q�WA C,bVl�t t{fb Date:5/11/2021 98 Financial Services This instrument has been pre-audited in t Val guired by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer (1 '�"`" °'L 5/12/2021 '�O Date: 7D4E5181A DC1409... Legal Services This agreement is approved as to le iandbxfficiency: akkxj, M.A it, �Sch 5/13/2021 Office of the County Attorney Date: a�A4D5256efaFe... Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 4 DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16EO Exhibit A Price GeoComm Maintainer ArcGIS Desktop Tools Description Total Price GeoComm Maintainer Group Webinar(One-time Toolbar Overview) Included GeoComm Maintainer GIS Data Manager Term Licensing (Qty 1); Year 1 $1,800 One Year Contract Grand Total: $1,800 Notes: GeoComm Maintainer ArcGIS Desktop(Maintainer)term licensing pricing is based on a one-year contract term. All Maintainer modules are single use licenses. One license is needed per workstation. Maintainer is deployed within ArcGIS. ArcGIS Desktop 10.3.1, 10.4.1, 10.5.1, 10.6.1 or 10.7.1 is a required prerequisite for Maintainer and must be installed on the Maintainer workstation. Maintainer Term Licensing includes a webinar overview of Maintainer features and use cases. An Orange County representative is required to deploy the Maintainer toolbar in their ArcGIS Desktop environment. Configuration and training on Maintainer auto-attribution functionality may be provided upon request for an additional fee. Fees from third party vendors are not included in this agreement. Prices are valid for a period of 90 days. Total does not include sales tax. Orange County is responsible for paying all sales taxes. GEQCOMM Page 5 of 11 Contract#04.21 OCNC DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16EO Exhibit B Scope of Work Accurate and current Geographic Information System (GIS) data is vital to successfully mapping the location of Orange County's 9-1-1 callers. By implementing GeoComm Maintainer ArcGIS Desktop (Maintainer), GeoComm's Esri-based GIS Data Management system geared specifically toward public safety mapping, Orange County will have a complete toolset for GIS data maintenance. Maintainer combines the tools needed for keeping GIS data accurate and synchronized with the Master Street Address Guide (MSAG) and Automatic Location Identification (ALI) database, into a single, easy-to-use toolset. Maintainer is used daily by GeoComm's own GIS Specialists, which ensures ongoing evolution and enhancement of the product. Included in this agreement is GIS Data Manager. GIS Data Manager provides GIS administrator with powerful desktop- based GIS data management and quality control tools as well as the ability to track and manage GIS change requests submitted by system users. Project Approach GeoComm will complete the following phases for timely completion of your project. • Phase One: Project Initiation • Phase Two: Maintainer Configuration and Setup Training • Phase Three: Software Support and Maintenance GeoComm will provide regular status updates which will include: • General progress updates • Meetings held, planned, or needed • Issues/problems encountered or anticipated • Goals for the next reporting period • Schedule review • Orange County responsibilities Phase One: Project Initiation At the start of the project, GeoComm will assign a project team. The project team will be assigned the project elements, both technical and administrative, to ensure timely completion of the project. The team is a combination of the project-appropriate GIS and 9-1-1 systems experts who will collaborate to deliver the required project components. One of the first activities of the project team will be to ensure the team has an accurate understanding of Orange County's project objectives. The team will communicate internally to understand the scope of work, project schedule, and individual responsibilities. This is an important step towards successful and timely project completion. Once the team is established and has communicated the project objectives, a project initiation meeting will be scheduled and conducted with the Orange County project team. At this meeting, the GeoComm team will present our approach and anticipated project schedule. The meeting agenda will include: • Introductions and identification of project team members and roles • Timeline and deliverable review GEOCOMM Page 6 of 11 Contract#04.21 OCNC DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16EO • Project approach review • Project communication methods Phase Two: Maintainer Configuration and Setup Training An Orange County representative will be responsible for downloading and installing Maintainer. An educational Maintainer system setup and toolbar configuration webinar will be provided to Orange County system administrators to ensue you have the skillset to successfully configure the toolbar in your Esri ArcGIS Desktop environment. Toolbar configuration and setup must be complete prior to system training being provided. Phase Three: Software Support and Maintenance Immediately following software installation, software support and maintenance will commence and continue for one year. GeoComm's software support and maintenance includes: • Support Desk Services • Remote Connection Services • Software Updates and Enhancements Support Desk Services Support desk services consist of technical assistance and product coaching by trained, experienced specialists in an advisory capacity via a toll-free telephone number or e-mail relating to the operation of any portion of GeoComm's products. All calls for service are logged in NetSuite, GeoComm's customer relationship management software. Upon receiving communication regarding a software issue, the Technical Support Analyst will work with you to resolve it. If all analysts are busy assisting other customers, a return telephone call will be made. Our response to customer issues is fast because GeoComm develops all its software components, trains its technicians on advanced troubleshooting methods, can remotely connect to your system, and are able to interact with your software via the web. This results in quicker diagnosis and call closure. Ultimately, this means less downtime and maximum software functionality benefits. During our regular business hours, 8 a.m. to 5 p.m. Central Standard Time, Monday through Friday, excluding holidays, you will be allowed unlimited toll-free calls and a-mails related to any concern with the software. If the hotline is called outside of regular business hours with non-emergency matters that could be addressed during regular business hours, you will be billed for such calls at a per hour rate (minimum one hour). These fees will be payable, in addition to the normal annual support and maintenance fee, within 30 days of receiving an invoice. GeoComm's response time commitment is depicted in the following table: Priority Description Response Time Major Impact— Service performance/functionality for all End Users is Less than four clock Severely Impaired seriously impaired or degraded hours 24 x 7 Data accuracy is seriously impaired There is no ability to avoid or reduce the effect of the incident via a workaround GEQCOMM Page 7 of 11 Contract#04.21 OCNC DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16EO Priority Description Response Time Minor Impact— Service has encountered a non-critical issue with minimal Less than 16 business Minimal Degraded loss of performance/functionality hours Monday through Performance or Data accuracy is minimally degraded Friday 8 a.m.to 5 p.m. Functionality; Central Standard Time May be identified as a functional defect Single User Issues Complete stoppage of a Single End User A partial loss of service for an End User and there is a way to reduce the effect or completely avoid the impact of the incident via a workaround at a reasonable cost Low Impact— Service is unavailable or degraded (not a complete work Less than 24 business Single User Application stoppage)for a Single End User hours Monday through Issue There is a way to reduce the effect or completely avoid Friday 8 a.m.to 5 p.m. the impact of the incident via a workaround at a Central Standard Time reasonable cost No Impact Password resets I Less than 48 business Requests for access rights hours Monday through Friday 8 a.m.to 5 p.m. File restores Central Standard Time Issues of similar importance Concerns or questions specifically related to GIS can be answered by a GeoComm GIS Specialist but will be billed at a per hour rate with a minimum billable charge of one hour. Remote Connection Services Support also includes remote connection into your software for troubleshooting by Technical Support Analysts. Remote connection services do not cover calls related to issues with other vendor's systems. The standard and preferred method for connection is BeyondTrust over the Internet. BeyondTrust enforces the use of Secure Sockets Layer (SSL)for every connection made to the site. All data is encrypted in transit using TLSv1.2. In addition, GeoComm supports common Virtual Private Network (VPN)s for remote connection. Software Updates and Enhancements GeoComm recognizes the importance of continued software enhancements and innovation. Our software applications are systematically developed to ensure new software enhancements and latest technological changes are incorporated regularly into each of the GeoComm software applications. Our Software Development Team is responsible for staying on top of all industry-related developments and incorporating desirable features into our software family of products. Features incorporated into the latest software releases are based on a variety of factors, such as industry changes, customer requested enhancements, and the overall impact to our customer base, etc. GeoComm regularly releases service packs and feature packs containing fixes and new functionality, respectively. Software support and maintenance customers are eligible for receipt of all new service packs and feature packs for the term of their agreement. Upon release of a service pack or feature pack, affected and eligible customers are notified by phone or e-mail. Based on the contents, GeoComm Technical Support will determine the most effective method for making the software available. GEQCOMM Page 8 of 11 Contract#04.21 OCNC DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16EO GeoComm Deliverables General Project Support • Project schedule • Regular status reports and conference calls Maintainer • Maintainer GIS Data Manager Module license (Qty 1) • One (1) year of software support and maintenance services GEQCOMM Page 9 of 11 Contract#04.21 OCNC DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16EO Exhibit C Orange County Involvement and Responsibilities We believe our clients play a critical role in a project's success. While GeoComm will lead the project efforts, we will partner with you to ensure you have in-depth project knowledge and are kept informed about the project status and meeting project goals. It is requested that Orange County provide the following general project support: • Assist in coordinating and attend periodic conference calls • Provide pertinent project information and documentation • Assist in ongoing quality control • Provide a single point of contact at Orange County available for communication throughout the project and system implementation • Have standard IT procedures in place including disaster recovery, system backups, etc. • Keep and maintain backup copies of current software and current map data files • Submit required GIS information (e.g. GIS map data, public safety databases, and/or other resources) to our website (http://www.geo-comm.com/data-submission). In addition to the requirements above, Orange County will be responsible for the following project-specific support: Maintainer • Install Maintainer toolbar on user's workstation. • Have Esri ArcGIS for Desktop (version 10.3 or later) installed and licensed on the Maintainer workstation. • Have a secure backup system as well as a systematic backup procedure. • Maintainer uses the same hardware used to run Esri's ArcGIS with no additional considerations or additional hardware requirements. It is expected the workstation Maintainer will be deployed on will meet the following minimum specifications: GIS Workstation Software Requirements Software Prerequisites ArcGIS for Desktop 10.3.1, 10.4.1, 10.5.1, 10.6.1,or 10.7.1 Microsoft Excel 2007 or higher Operating System GeoComm Maintainer is a 32-bit application but will run on a 64-bit system Installation CD or DVD drive or Internet access for remote installation Remote Access Broadband Internet connection GEQCOMM Page 10 of 11 Contract#04.21 OCNC DocuSign Envelope ID:OF8CA084-4E39-4AF4-95BB-A19ECD4D16EO Form W=9 Request for Taxpayer Give Form to the (Rev.October 201B) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Geo-Comm Inc. 2 Business name/disregarded entity name,if different from above M 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions codes apply only to � P Y p� ( PP Y Y m following seven boxes. certain entities,not individuals;see a instructions on page 3): o [IIndividual/sole proprietor or El C Corporation ❑ S Corporation ElPartnership ❑Trust/estate di c single-member LLC Exempt payee code(if any) ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► o` = Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting y LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code(if any) a another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that v is disregarded from the owner should check the appropriate box for the tax classification of its owner. y ❑ Other(see instructions)► (Applies to accounts maintained outside the U.S.) to 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) cn 601 West Saint Germain Street 6 City,state,and ZIP code St. Cloud, MN 56301 7 List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(S .However,for a 411 _ resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN, later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. M41 - 1 1 8 1 1 5 M9O Certification Under penalties of perjury,I certify 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 2.1 am not subject to backup withholding because:(a)I am exempt from 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 am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(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 for Part 11,later. Sign Signature of Here U.S.person► �: Date► 1/14/2021 General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption .Farm 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018)