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HomeMy WebLinkAbout2022-489-E-IT Dept-Zoom Video Communications-Video communications NORTH CAROLINA [Departmental Use Only] TITLE Zoom Services FY 23 ZOOM SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 14th day of September, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County" or “Customer”) and Zoom Video Communications, Inc., (hereinafter, the "Provider" or “Zoom”). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. 1. Services a. a. Scope of Work. i. i) This Agreement is for services to be rendered by Provider to County with respect to the Zoom Services as further described in the Addendum to this Agreement attached hereto and referenced herein as Attachment 1. i. 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. i. iii) Time is of the essence with respect to this Agreement. i. 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. i. 2. Responsibilities of the Provider a. 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. a. b. Standard of Care. i. 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: 83369A7E-4381-4C9E-B101-62DC68D3016E quality, accuracy and timely completion and submission of all work related to the Basic Services. i. 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. i. iii) Reserved. i. 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. i. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it 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. i. 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. i. vii) Reserved. i. 3. Basic Services a. a. Basic Services. The Services to be rendered pursuant to this Agreement along with the additional terms and conditions for those Services as set forth in Attachment 1. a. 4. Duration of Services a. a. Term and Termination; Suspension. Each Order Form (as defined in Attachment 1) will specify a Service Effective Date, an Initial Subscription Term, and a Renewal Term for the Services subscribed to in that Order Form. a. b. Term and Renewal. Unless specified otherwise in the Order Form, a Renewal Term will commence upon written agreement of the parties. a. 5. Compensation a. a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016E (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed fifty-one thousand and six-hundred and sixty-seven and no/100 Dollars ($51,667.00) (see Attachment 1). 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). a. 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. a. 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. a. 6. Responsibilities of the County a. a. Cooperation and Coordination. The County has designated Jim Northrup to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. a. 7. Insurance a. 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. a. 8. Indemnity a. 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 violation of applicable law, or infringement by the Services of any copyright, trademark or trade secret of a third party, or any U.S. patent. This indemnity will not apply to any Claim that the infringement arose from the combination of the Services with software, hardware, content, data or other items not supplied by Zoom. In the event that the licensed Services are, or in Zoom’s sole opinion are likely to be, enjoined DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016E due to the type of infringement described in this Section, Zoom, at its option and expense, may (a) replace the applicable Services with functionally equivalent non- infringing technology or (b) obtain a license for Customer’s continued use of the applicable Services, or, if the foregoing alternatives are not reasonably available to Zoom (c) terminate this Agreement and refund any sums prepaid for Services not provided as a result of such termination. a. 9. Amendments to the Agreement a. 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. a. 10. Additional Provisions a. 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, except that this Agreement be assigned or transferred without such consent to (a) an Affiliate, or (b) a successor by merger. Any purported assignment in violation of this section shall be void.. a. 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. a. 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. a. 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 DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016E in Mecklenburg 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. a. e. Entire Agreement. This Agreement (including the Addendum and exhibits to the Addendum in Exhibit A) 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. a. 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. a. 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. a. 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 or 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 or 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. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state 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. a. 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. a. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016E Attention:Jim Northrup Zoom P.O. Box 8181 55 Almaden Blvd, 6th Floor Hillsborough, NC 27278 San Jose, CA 95113 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016E IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _______________________________ Bonnie Hammersley County Manager By: ________________________________ Deborah Fay Deputy General Counsel DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016E 9/22/20229/23/2022 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Zoom Video Communications, Inc. Party/Vendor Contact Person: Deborah Fay Contact Phone: 353-87-787-0173 Party/Vendor Address: 55 Almaden Blvd., 6th Floor City San Jose State: CA Zip: 95113 Department: Information Technologies Amount: $51,667.00 Purpose: Budget Code(s): 10315020 625010 Vendor # 66383 (N/A if new vendor) Vendor is a BOCC consultant? Yes No X Contract Type: (Check one) New X Renewal Amendment Effective Date Approved by Board Yes No X 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: 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: 83369A7E-4381-4C9E-B101-62DC68D3016E 9/23/2022 9/23/2022 9/23/2022 9/23/2022 9/23/2022