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HomeMy WebLinkAbout2021-697-E-Tax-HIghland Mapping Contract Complete DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F [Departmental Use Only] TITLE Highland Mapping FY 2020-2021 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this I st 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 Highland Mapping, 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): ArcGIS support and related services. 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 Revised 11/19 1 DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F 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. Revised 11/19 2 DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provide ArcGIS support to the Land Records/GIS as further described in the attached Exhibit A, Scope of Work and in the attached Exhibit B, Proposal. 4. Duration of Services a. Term. The term of this Agreement shall be from May 1, 2020 to June 30, 2022. 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 May 1, 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 Thirteen Thousand Five Hundred Dollars ($13,500). 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 (Nancy T. Freeman) 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 Revised 11/19 3 DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F 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. 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. Revised 11/19 4 DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F 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 Assigntnent. 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 hqp://www.oran eg countync. og v/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. Revised 11/19 5 DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F 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. £ 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. Si ng atures. 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 Revised 11/19 6 DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Nancy T. Freeman Highland Mapping P.O. Box 8181 PO Box 2124 Hillsborough,NC 27278 Banner Elk,NC 28604 [SIGNATURE PAGE TO FOLLOW] Revised 11/19 7 DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F 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: Lt, ocuSigned by: DocuSigned by: By. VLAAAG l pAmt,vlbt By. Bonnie ammers ey, Orange County Manager Kent Rothrock, Senior Project Manager Revised 11/19 8 DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Hi land Mapping Inc. Party/Vendor Contact Person: Kent Rothrock Contact Phone: 828- 608-0521 Party/Vendor Address: PO Box 2124 City Banner Elk State: NC Zip: 28604 Department: Tax Amount: $13,500 Purpose: ArcGIS Support Budget Code(s): 10331020-630000 Vendor # 56728 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑No❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: DocuSigned by: Na � �vt,tw�aan, Department Director's Signature Date: Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: This agreement was inadvertently lost during the routing process,thereby the signature process was not completely execute.Henceforth,it is being re-routed.The services have since begun. Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifi bed by: Office of the Chief Information Officer `tt� Date: C11 BA91 E73A64DF... Risk Management This agreement is approved for sufficiency o uowwoatandards,specifications,and requirements: &A, (hyw,{fb Office of the Risk Management Officer �F91z6$oo49s Date: Financial Services This instrument has been pre-audited in n nwwdr#quired by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial OfficerF�" � Date: Legal Services DocuSigned by: This agreement is approved as to leg F­. n f eie � SOOffice of the County Attorne- 6 Date: 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 11/19 9 DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F NORTH CAROLINA ORANGE COUNTY EXHIBIT A SCOPE OF WORK Highland Mapping agrees to provide to COUNTY with ArcGIS support and related services. Highland Mapping will provide: A. ArcGIS support 1) 90 hours of annual support to include: • Custom application development for ArcGIS Server web site and ArcGIS Desktop work flows. • Application support for ArcGIS Server web site, ArcGIS databases, and ArcGIS Desktop applications. • ArcGIS Server software upgrades (includes web and SDE applications). • ArcGIS /ArcSDE database maintenance and redesign. • Software training related to all ArcGIS applications. • SQL Server Support related to ArcSDE databases. Page 1 of 1 DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F rJAriInI -L B N HIGHLAND P. O. Box 2124 w -E Banner Elk,NC 28604 MAPPING Tel: 828-266-9145 INC E-Mail:mail(q)highlandma,ppin S www.hiphlandmUpin Spatial Data Management Proposal to Orange County, N.C. for ArcGIS Support and Related Services April 16, 2020 erview This document is a proposal to Orange County, N.C. for ArcGIS support and related services from Highland Mapping, Inc. A detailed statement of work and pricing is provided below. Scope of Work With this proposal, Highland Mapping, Inc. seeks to provide the following: A) ArcGIS support: • 90 hours of annual support to include: • Custom application development for ArcGIS Server web sites and ArcGIS Desktop work flows. • Application support for ArcGIS Server web sites,ArcGIS databases, and ArcGIS Desktop applications. • ArcGIS Server software upgrades (includes web and SDE applications). • ArcGIS /ArcSDE database maintenance and redesign. • Software training related to all ArcGIS applications. • SQL Server Support related to ArcSDE databases. DocuSign Envelope ID:3BOOB215-5397-4FA9-A1B4-52A2C476DE3F • The contract will run from May 1, 2020 to June 30, 2022 annually. • Both Orange County and Highland Mapping have the implied right to terminate the contract at the end of each contract cycle for any reason. Failure to terminate said contract in writing will result in continued contractual obligation. • Rates beyond 90 hours: • $150.00/hour for remote work • $150.00/hour plus expenses for on-site work • Travel expenses will be $75 /day and will be deducted from overall contract value. • Highland Mapping will respond via telephone and/or email to any requests from Orange County within 48 hours of initial contact. After acknowledgement of issue, Highland Mapping will make all attempts to resolve the problem in a timely manner. Failure to do so may result in immediate termination of contract. • Orange County must provide remote access to requisite servers. • Invoices to be issued monthly based on hours accrued. Pricing: 90 hours of annual support $13,500.00 ($150.00/hour) • Rates beyond 90 hours: • $150.00/hour for remote work 0 $150.00/hour plus expenses ($75 /day) for on-site work DocuSign Envelope ID:3BOOB215-5397-4FA9-Al B4-52A2C476DE3F ACORN® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) ll.. � r 07/21/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Robin Townsend NAME: PeakGroup.lnsure A FA /CC No Ext: (828)264-8777 A/C No): 149 Jefferson Road E-MAIL-ADDRESS: bi ron ea @pkrou I 9 p•�nsure INSURERS AFFORDING COVERAGE NAIC# Boone NC 28607 INSURER A: NATIONWIDE MUT INS CO 23787N INSURED INSURER B: HARTFORD STEAM BOIL INSPEC&INS CO 11452 HIGHLAND MAPPING INC INSURERC: P.O.BOX 2124 INSURER D: INSURER E: Banner Elk NC 28604-2124 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE1:1 OCCUR PREM SESOEa o T:.,,ence $ 300,000 MED EXP(Any one person) $ 5,000 A ACP2223272972 05/19/2020 05/19/2021 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑ PRO ❑ JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 100000 B OFFICER/MEMBER EXCLUDED? ❑N N/A 33WECIR8659 09/29/2019 09/29/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 100000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Orange County 405 Meadowlands Dr SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Po Box 8181 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Hillsboro NC 27278 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD