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HomeMy WebLinkAbout2022-168-E-Tax-Avineon-ArcGIS Support1 of 2 ASSIGNMENT OF CONTRACT This Assignment Agreement is between: Highland Mapping, Inc., a North Carolina corporation (“Highland”); Orange County, North Carolina (“County”); and Avineon, Inc., a Delaware corporation (“Avineon”). WHEREAS, Highland and the County entered into that certain professional services agreement effective May 1, 2020 (“Contract”); and WHEREAS, Highland, as Assignor herein, desires to assign its rights and interests in the Contract to Avineon; and WHEREAS, Highland requests the written consent of the County in order to assign its rights and interests under the Contract; and WHEREAS, the County agrees to the assignment of the Contract as desired by Highland; and WHEREAS, Avineon agrees to the assignment pursuant to a purchase and sale agreement effective March 1, 2022; NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Assignment hereby agree as follows: 1. Highland, as Assignor, hereby transfers, sets over and assigns, all of its right and interest in and to the Contract to Avineon, as Assignee herein, whereupon Avineon shall acquire and assume all rights, duties and obligations of Highland as set forth in the Contract, subject to the covenants, terms, conditions and payments set forth therein, and that Avineon is hereby authorized, upon its performance of all covenants, terms, and conditions required therein, to demand and receive of the County the consideration covenanted to be given by the County in the Contract hereby assigned, in the same manner and with the same effect as entitled by Highland, notwithstanding this assignment. 2. Avineon, as Assignee, warrants that it is a Delaware corporation, duly formed and currently registered with the state of Delaware; and pursuant to this Assignment, hereby acquires and assumes all rights, duties, and obligations of Highland as set forth in the Contract, subject to the covenants, terms, and conditions set forth therein. 3. The County hereby agrees to the assignment as set forth herein. 4. This Assignment Agreement is effective as of the 1st day of March 2022 (the “Effective Date”). DocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 2 of 2 IN WITNESS WHEREOF, the parties hereto have set their signatures the day and year so noted below. Orange County, North Carolina Highland Mapping, Inc. By: By: Print Name: Bonnie Hammersley Print Name: Kent Rothrock Title: County Manager Title: Owner Dated: Dated: Avineon, Inc. By: Print Name: Joel Campbell Title: Senior Vice President Dated: DocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 4/29/2022 4/29/2022 5/3/2022 March 4, 2022 Mr. Chris Dwinnell Application Development Specialist Orange County GIS PO Box 8181 Hillsborough, North Carolina 27278 Re: Highland Mapping Joins Avineon Dear Mr. Dwinnell: As detailed in the enclosed press release, I am pleased to inform you that, effective March 1, 2022, Avineon, Inc. (Avineon) purchased the assets of Highland Mapping, Inc. (Highland) and, subject to your consent, that will include Highland’s support agreement with Orange County, North Carolina. I, along with all of the other employees of Highland, now work for Avineon and we look forward to providing the same level of service and satisfaction you have come to appreciate in your relationship with Highland. Our North Carolina office will remain open under the Avineon banner and, other than updated email addresses and a new bank account for electronic funds transfers, all contact information will remain the same. For over 30 years, Avineon has supported a wide range of customers in geospatial strategy development, data conversion, system implementation, and systems integration, as well as managed services. Avineon is 9001:2015 registered for quality management and independently assessed at CMMI Maturity Level 3. Avineon is also a family-owned minority business enterprise (MBE) and may contribute to your MBE participation goals going forward. More importantly, Highland joining Avineon greatly expands the resources available to Orange County. Headquartered in McLean, Virginia, Avineon also has U.S. offices in Florida and Michigan. With more than 60 employees in the U.S. over 1,000 worldwide, Avineon’s global delivery model has the capacity to meet all of your geospatial needs in addition to those already covered by your managed services agreement with Highland. An agreement to provide your consent to assignment of your contract is attached for your review. In the coming weeks, I look forward to introducing you to our new colleagues at Avineon, -including Joel Campbell, Senior Vice President – Commercial Systems (703-671- 1900, ext. 206; jcampbell@avineon.com). Please do not hesitate to reach out to Joel or me if you have any questions or concerns during this time of transition. It is our goal to make the transition as smooth as possible for everyone involved. Thank you. Sincerely, Kent Rothrock Director of Managed Services Avineon, Inc. krothrock@avineon.com DocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 Company Contact: Anand Subramani Avineon, Inc. 703-671-1900 asubramani@avineon.com –1– Avineon Completes Acquisition of Highland Mapping McLean, Virginia – March 2, 2022 – Anand Subramani, President of Avineon, Inc. (Avineon®), is pleased to announce the acquisition of the assets held by Highland Mapping, Inc. (Highland). As a provider of professional GIS services for more than two decades, Highland supports local governments and other types of organizations throughout the southeastern United States with a wealth of experience in all aspects of GIS implementation and enhancement. Highland, an established professional services organization in Banner Elk, North Carolina, is known for providing dozens of clients with exceptional quality services. The addition of the Highland team complements Avineon’s current professional services offerings and strengthens its managed services offering. Most importantly, Highland fits well with Avineon’s culture of providing reliable, value-based solutions and services to all its customers. “Avineon has been working with Highland ownership for several months to understand its customers, employees, and innovative geospatial solutions,” said Joel Campbell, Avineon’s Senior Vice President – Commercial Systems. “This acquisition will enhance our offerings in managed services and extend our reach in the Southeast and beyond.” “The strategic fit of Highland and Avineon further enhances our commitment to our customers, our team, and our continued growth in the geospatial market,” said Anand Subramani, President of Avineon. In addition, "it expands Avineon’s service offerings and capabilities to help customers derive more value from spatial intelligence.” “Finding a home for our customers and employees that is consistent with our values of exceptional, reliable service was important to us as we look towards increasing our offerings to our customers and positioning our business for future growth,” says Kent Rothrock, Founder and Owner of Highland Mapping. “Joining Avineon presents an opportunity to provide additional value and offerings to our long-term customers and significant growth opportunities to our staff. The cultural match of Highland and Avineon made this decision an easy one.” Avineon offers geospatial products and services to Esri clients in numerous industries, including electric, gas, water, and telecommunication utilities, as well as local, state, and federal government agencies. Avineon’s geospatial solutions include strategy, planning, specification development, product implementation, software and database development, project management, stereo-compilation, photo interpretation, landbase and facilities data capture, GPS data collection, data conflation, environmental mapping, training, and data maintenance. About Avineon® Avineon, Inc. was founded to help you Visualize IT and See IT Through. Since 1992, our customers have relied on us to deliver high quality and value in digital modernization, spatial intelligence, and engineering support solutions. We offer state of the art information management support that improves execution of mission-critical tasks for electric, gas, water, wastewater, telecommunication, transportation, restaurant, real estate, and government customers. With headquarters in McLean, Virginia and offices in Florida, Michigan, North Carolina, Canada, Belgium, France, the United Kingdom, the Netherlands, India, and the Middle East, we stand ready to apply our CMMI Maturity Level 3 (DEV/SVC) and ISO 9001:2015 compliant processes for the benefit of your organization. For more information, please visit www.avineon.com. DocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 DocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 DocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 DocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 Revised 11/19 1 [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 1st 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 DocuSign Envelope ID: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 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: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 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): 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 DocuSign Envelope ID: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 Revised 11/19 4 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. DocuSign Envelope ID: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 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: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 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 any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g.Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h.Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i.Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 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: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 Revised 11/19 7 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] DocuSign Envelope ID: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 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. PROVIDER: ORANGE COUNTY: By: _________________________________ Bonnie Hammersley, Orange County Manager By: __________________________________ Kent Rothrock , Senior Project Manager DocuSign Envelope ID: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 Revised 11/19 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Highland 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 Approved by Board YesEffective DateAmendment 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: 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 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 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:_________ DocuSign Envelope ID: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 Page 1 of 1 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. DocuSign Envelope ID: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 Spatial Data Management P. O. Box 2124 Banner Elk, NC 28604 Tel: 828-266-9145 E-Mail: mail@highlandmapping.com www.highlandmapping.com Proposal to Orange County, N.C. for ArcGIS Support and Related Services April 16, 2020 Overview 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. EXHIBIT B DocuSign Envelope ID: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 Details • 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 ▪ $150.00 / hour plus expenses ($75 / day) for on-site work DocuSign Envelope ID: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 07/21/2020 PeakGroup.Insure 149 Jefferson Road Boone NC 28607 Robin Townsend (828) 264-8777 robin@peakgroup.insure HIGHLAND MAPPING INC P.O. BOX 2124 Banner Elk NC 28604-2124 NATIONWIDE MUT INS CO 23787N HARTFORD STEAM BOIL INSPEC & INS CO 11452 A ACP2223272972 05/19/2020 05/19/2021 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 B N 33WECIR8659 09/29/2019 09/29/2020 100000 100000 500000 Orange County 405 Meadowlands Dr Po Box 8181 Hillsboro NC 27278 DocuSign Envelope ID: 3B00B215-5397-4FA9-A1B4-52A2C476DE3FDocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Avineon Party/Vendor Contact Person: Kent Rothrock Contact Phone: 828-608-0521 Party/Vendor Address: 8401 Greensboro Drive City McLean State: VA Zip: 22102 Department: Tax Administration Amount: $13,500 Purpose: ArcGIS Support 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 March 1, 2022 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No 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: This is a request for Contract Reassignment from Highland Mapping to Avineon. 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 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:_________ DocuSign Envelope ID: 63EB2BD9-5FF0-4432-BCAD-E819D4BD0C07 4/29/2022 4/29/2022 4/30/2022 5/3/2022 5/3/2022