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HomeMy WebLinkAbout2020-366-E-IT-Metasource software upgradeRevised 11/19 1 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 29th day of May, 2020, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and MetaSource, LLC, (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): Upgrade of the Application Xtender (AX) software to version 16.3 or latest release. 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 DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C Revised 11/19 2 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. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out and/or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign and/or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C Revised 11/19 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): (i) Attachment A - AX Upgrade - Quote (ii) Attachment B - AX Upgrade - SOW 4. Duration of Services a. Term. The term of this Agreement shall be from 05/01/2020 to 12/31/2020. 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 June 15th, 2020. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Five Thousand Dollars ($5000.00). Payment for satisfactorily performed 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 DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C Revised 11/19 4 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 NA (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. To the extent authorized by North Carolina law 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. c.Compensation After Termination. DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C Revised 11/19 5 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.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. DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C Revised 11/19 6 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 an y 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 11A 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 DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C Revised 11/19 7 certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Jim Northrup Metasource, LLC.Attn: Legal P.O. Box 8181 67 W. 123490 S, Suite 300 Hillsborough, NC 27278 Draper, UT 84020 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C Revised 11/19 8 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: B y: _________________________________ Bonnie Hammersley By: __________________________________ Randy Powell Vice President Printed Name and Title DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C 5/28/20206/2/2020 Revised 11/19 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Metasource, LLC. Party/Vendor Contact Person: Edward W. Mackin, Jr. Contact Phone: 267-552-6314 Party/Vendor Address: 1900 Frost Road City Bristol State: PA Zip: 19007 Department: Tax Amount: Five thousand dollars ($5000.00) Purpose: Software Upgrade Budget Code(s): 10315020/625010 Vendor # (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 5/29/20 Approved by Board Yes No Agenda Date: N/A 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 prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ 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: N/A Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@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:_________ DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C 5/28/2020 5/28/2020 5/28/2020 5/29/2020 5/29/2020 May 11, 2020 Hardik C. Patel Orange County, North Carolina Information Technologies 131 W. Margaret Lane Hillsborough, NC 27278 hpatel@orangecountync.gov 919-245-2280 Re: AX Upgrade Thank you for your interest in the products and services of MetaSource. This Quote and following Statement of Work (SOW) has been prepared for Orange County, North Carolina Information Technologies (“Client”) to perform the services needed to upgrade the ApplicationXtender (AX) system to the latest version using the most current backup from 10/2015. The estimated time and material costs of services to be performed by MetaSource’s Professional Services team is as follows and further defined in the Statement of Work section of this Quote. Description Unit Price Total List Total not to exceed Perform services per the scope defined in this document $250.00/hr. 20 hours $5,000.00 Travel Expenses - N/A Remote $0.00 Total Services $5,000.00 1. Pricing is based on the scope of services and assumptions listed in the SOW. 2. This quote will expire 60 days from the date listed above. 3. Project resources will be scheduled upon receipt of a Purchase Order and Signed Quote. 4. Invoicing will be based on the schedule defined in the SOW. Thank you again for the opportunity to provide these services. If you have any questions or we can be of further assistance, please do not hesitate to call. Sincerely, Ed Mackin Executive Director, Maintenance & Channel Relations MetaSource, LLC. 1900 Frost Road, Suite 100, Bristol, PA. 19007 Office 267-552-6314 | Mobile 215.768.4570 edjr@metasource.com www.metasource.com Attachment A - AX Upgrade - Quote DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C Date Submitted: 10/24/2018 Client Name: Orange County Information Technology Author: Mark McIntyre Project #: MS Project Mgr: TBD Client Business Owner: Hardik C. Patel MS Acct Mgr: Ed Mackin Jr. SFDC #: ORANGE452016 Date Last Modified: 05/11/2020 Client Priority: High - Must Have Medium - Important Low - Nice to Have AX Upgrade Objective The Client has ApplicationXtender (AX) version 5.2 and experienced a database failure on 10/18/2016 with the last known good backup taken back on 10/25/2015. The database was running on a SQL 2000 server and the image files reside on share. The plan is to restore the last backup and upgrade the AX system to the latest version 16.3 on new 2016 servers then recover the lost documents. The following AX components are installed and need to be upgraded. - AX Desktop Client - AX License Server The SQL database, due to its age, will need to be upgraded in two steps, one to a SQL 2008 server then to the new SQL 2012, 2014 or 2016 server, which the Client is to provide. The image file share will need to also be migrated to the new server as well, which the Client will perform. No other customizations are needed at this time. The Client wishes to also include training time to instruct on new administrative and user feature functionality. Scope of Services To accomplish the objective, MetaSource will perform the following tasks: 1.Project Preparation a. MetaSource will hold project planning meetings with the Client to review scope, set expectations and determine a timeline for accomplishing the tasks below. b. The Client is to provide a new 2016 server that meets supported server configuration for AX 16.3. c. The Client will provide a domain service account that is a member of the local Administrators group on the server for installation and running services. 2.AX Upgrade Since the AX system has been down since 2016, the plan is to restore the database and perform the upgrade of that database. Note that due to the old version of SQL it must be first upgraded to SQL 2008 then to the new SQL version, which will require upgrading to AX 7 before upgrading to 16.3. a. The Client SQL DBA will perform all SQL tasks b. MetaSource will obtain the upgraded AX license file. The Client must be current on AX Software maintenance to enable the upgraded license file. c. MetaSource will download new software to a share on the new server. This require internet access to the MetaSource sFTP site. d. Install and configure AX software on the new AX server, to include: i. AX Administrator ii. AX Desktop Client Attachment B - AX Upgrade - SOW DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C iii.AX License Server iv.Web Access v.Rendering Server e.The Client will send to MetaSource the 2015 backup file. MetaSource will restore it to a SQL 2008 server, perform an upgrade to version 7 then backup the database and send to the Client. f.The Client SQL DBA to restore the backup from MetaSource on the new SQL server i.MetaSource will need SQL Management Studio access to the AX database to facilitate table modifications necessary for the upgrade g.Perform upgrade of AX, configure the AX Admin and test functionality h.Perform up to 4 hours of Knowledge Transfer on AX, Web Access and AX Administrator i.Client performs testing and training as needed j.MetaSource will upgrade/install up to 2 AX desktop installs (scan stations). Additional work stations can be included at an hourly rate. k.Migrate image files to new server/Share i.The Client is to configure new shares on the new server ii.MetaSource will trigger Robo Copy from the current share to the new share iii.The Client is responsible to monitor the copy process through to completion iv.MetaSource will update the AX table to point to the new share. Project Deliverables As part of the completion of the project the following will be delivered Upgraded AX system on new server AX 16.3 Documentation (PDF) Project Assumptions The Services included in this quote are subject to the following assumptions: 1.All work to be performed remotely. Direct unattended Remote Access will be provided via VPN or other direct Remote access process. Should remote access need to be through a Client associate (attended mode), additional time may be needed to complete project tasks. 2.MetaSource will download all required software (and patches) to a directory on the new Server. 3.A domain service account will be provided who is a member of the local admin group on the server with the following local security policies a.Act as part of the operating system b.Allow log on locally c.Log on as a service d.Replace process level tokens 4.Assumes that AX security will not be changed (not changing from CM to Windows for example). 5.Customizations are not included 6.The client is performing the image file migration. MetaSource will modify the AX table to point to the new image file directory/share. 7.Delays out of MetaSource control may result in the need for additional hours to complete the project work. If this occurs, MetaSource will notify the Client and submit a Change Request for approval. 8.Costs for hardware and software are not included in Services fees. 9.Customer acknowledges that the purchase of MetaSource Professional Services is completely independent of the purchase of software licences from MetaSource 10.MetaSource will obtain the upgraded AX licenses. The Client must be current on Maintenance in order to receive the new upgraded license. DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C 11. The Services and resulting deliverables may include advice and recommendations, but the Client agrees that all decisions in connection with the implementation of such advice and recommendations will be the responsibility of, and made by the Client 12. MetaSource is not responsible for any alteration or other modification made to a deliverable by the Client or any third party (excluding any permitted subcontractors working for MetaSource) or for any work performed by the Client or its contractors in connection with this engagement 13. MetaSource may rely upon any standard operating procedures or practices of the Client and any direction or regulatory or other guidance provided by the Client 14. MetaSource is not providing any warranty regarding, and is not liable for, any Third Party Products or the Client software, documentation, equipment, tools or other products or materials Change Request Procedure In the event a change in scope is required during the delivery of this service, the following change request process will be used. A written description of the changes (Change Request) will be prepared jointly by Client and MetaSource. The document will describe the change, the rationale for the change, and specify any change in the charges, estimated schedule, or other terms. The Change Request shall indicate the detailed cost and any impact of the change request upon the planned deliverables and their respective timelines. Both the Client and MetaSource must sign the Change Request to authorize implementation of proposed changes. Project Pricing and Invoicing The fees set forth in this Quote represent MetaSource’s good faith estimate based upon information known to MetaSource prior to signing this Quote and the assumptions, project dependencies, responsibilities and other matters set forth in this SOW. MetaSource’s estimates do not represent a limit or minimum requirement however, if the cost exceeds 10% of the total cost, MetaSource will submit a Change Request to the Client for execution detailing the additional services and costs. The actual resources to be deployed and resulting fees will depend on actual experience and need during the project. MetaSource will charge its fees for this engagement on a Time & Materials basis. Accordingly, the total fees to be paid by the Client will be based on the actual number of hours incurred. MetaSource will invoice the Client monthly for Services rendered and the Client will pay such amounts pursuant to the Agreement or, if not specified in the Agreement, net thirty days (30) from invoice date Project delays resulting from the Client owned resources, software or hardware issues may result in additional fees should the timeline of the project be impacted by these delays The fee provided herein is independent of any miscellaneous expenses, including travel and per diem. Services that require weekend or holiday work will be charged at one and a half times (1.5) the quoted rate, unless otherwise agreed to in writing by the parties. The cost herein is based on delivering the service hours as described in this SOW. Additional hours will require a revised price quote in the form of an approved Change Request (CR). MetaSource will have fulfilled its obligations under this Quote when any one of the following first occurs: o MetaSource provides the services specified this SOW or in any approved Project Change Request or other written change authorization; or o The client or MetaSource terminates the Services in accordance with the provisions of this Quote and the Agreement. Expenses and Other Charges All work is to be performed remotely, no travel is included. Should the Client request onsite work, a Change Request will be needed to cover estimated travel expenses and any additional hours that may be needed. DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C