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HomeMy WebLinkAbout2023-265-E-IT Dept-Computer Aid-Extension for addtl time to completeRevised 04/23 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 22nd day of June 2023 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Computer Aid, Inc. (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated 27 February 2023, (hereinafter the “Original Agreement”), for the provision of services for staff augmentation services to write and test SQL scripts to move attachments from Papervision database to Energov database; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of 31 August 2023 2. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: Allow for more time to complete services. 3. Article 5, Section A is amended to reflect a maximum payable not-to-exceed amount of six-thousand-four- hundred dollars and 00/100 (original contract amt – no additional costs). 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Bonnie Hammersley Abe Hunter County Manager Executive Vice President DocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B 6/22/20236/26/2023 Revised 04/23 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Computer Aid, Inc Vendor Contact Person: Abe Hunter Phone: 717-651-3070 Address: 1390 Ridgeview Dr. City Allentown State: PA Zip: 18104 Department: IT Amount: $0 Purpose: Extension for addtl time to complete Budget Code(s): 61370035-897206-30007 Vendor # 64719 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 2/27/2023) (Most Recent Amendment 5/8/2023) Effective Date 6/22/2023 End Date 8/31/2023 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Sonia Ensenat Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. Services related to this agreement have already begun or been completed. Desc ription of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B 6/22/2023 6/22/2023 6/26/2023 6/26/2023 Revised 04/23 DocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B 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 below If 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 HIRED AUTOS ONLY 2/23/2023 Beecher Carlson Insurance Services Part of Brown & Brown Inc. 6 Concourse Parkway, Suite 2300 Atlanta, GA 30328 404-460-1400 www.bbinsurance.com Beecher Carlson Insurance Services, LLC Nathan Huggins whuggins@beechercarlson.com Computer Aid Inc. (CAI). 1390 Ridgeview Drive Allentown PA 18104 73133152 3 3 33 3 3 3 Additional Insured status is granted with respects to General Liability and Auto Liability, on a primary basis, regarding the operations of the named Compensation, where required by written contract. Policy provision allows 30 day notice of cancellation, 10 days for non-payment of premium. Orange County P.O. Box 8181 Hillsborough, NC 27278 insured, if required by written contract. Waiver of Subrogation status is granted with respects to General Liability, Auto Liability and Workers' A 1,000,0003594748212/1/2022 12/1/2023 1,000,000 3 10,000 3 1,000,000 2,000,000 2,000,0003 A 73594134 12/1/2022 12/1/2023 1,000,000 3 3 3 A 71739531 12/1/2022 12/1/2023 3 1,000,000N 1,000,000 1,000,000 B Professional Liability/ Cyber liab.652289143 12/1/2022 12/1/2023 $10,000,000 Retro date 7/11/2001 $1,000,000 A Crime 8261-2628 12/1/2022 12/1/2023 $5,000,000 $150,000 retention Federal Insurance Company 20281 Continental Casualty Company 20443 73133152 | 2022 Master STANDARD WORDING | Nathan Huggins | 2/23/2023 6:35:47 PM (EST) | Page 1 of 1 DocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Revised 06/21 1 [Departmental Use Only] TITLE CAI/Papervision FY 23 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 27th day of February, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Computer Aid, 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): Staff augmentation services to write and test SQL scripts to move attachments from Papervision database to Energov database. 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: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Revised 06/21 2 quality, accuracy and timely completion and 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 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 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 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: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Revised 06/21 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): Write and test SQL scripts to move attachments from Papervision database to Energov database; adjust script based on end-user testing. Specifically: Write a SQL script to create a new record in Energov database for each Papervision document that will be migrated, add description based on Papervision indices, record status and dates, file path for the document, and link to property record if corresponding property record exists. Orange County staff will migrate the documents from one server to the other and will provide Energov database diagrams/information and Papervision database information available to Orange County but CAI staff may need to work with Papervision vendor if additional information is needed (Orange County staff will assist with this). CAI will comply with the nondisclosure agreement as specified in Attachment A. 4. Duration of Services a. Term. The term of this Agreement shall be from 2/28/2023 to 4/28/2023. 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 2/28/2023. 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 SIX THOUSAND FOUR HUNDRED Dollars ($6,400.00 at $80 per hour worked payable within Net 30 days). 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 DocuSign Envelope ID: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Revised 06/21 4 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 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. 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. DocuSign Envelope ID: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Revised 06/21 5 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. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. 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 DocuSign Envelope ID: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Revised 06/21 6 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. 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 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 DocuSign Envelope ID: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Revised 06/21 7 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. 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 certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Jim Northrup Computer Aid, Inc. P.O. Box 8181 1390 Ridgeview Dr. Hillsborough, NC 27278 Allentown, PA 18104 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Revised 06/21 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: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Abe Hunter, Executive Vice President Printed Name and Title DocuSign Envelope ID: 98F67D95-1A0F-4868-BC76-3FACFBF170DF 2/27/20232/28/2023 DocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Computer Aid, Inc. Party/Vendor Contact Person: Abe Hunter Contact Phone: 717-651- 3070 Party/Vendor Address: 1390 Ridgeview Dr. City Allentown State: PA Zip: 18104 Department: IT Amount: $6,400.00 Purpose: staff augmentation for moving documents from Papervision to Energov Budget Code(s): 61370035 897206 30007 Vendor # 64719 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 2/27/2023 Approved by Board Yes No Agenda Date: N/A --- 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: 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 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: 98F67D95-1A0F-4868-BC76-3FACFBF170DF 2/28/2023 2/28/2023 2/28/2023 2/28/2023 DocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Non-Disclosure Agreement Confidential Page 1 of 3 UNILATERAL NON-DISCLOSURE AGREEMENT This Agreement sets forth the terms and conditions of the confidential disclosure of certain information between the parties. The County shall be referred to as the “Discloser”. The Provider, shall be referred to as the "Recipient". The term "Confidential Information" shall refer to the Confidential Information disclosed by Provider. Provider and County agree as follows: 1."Confidential Information" shall mean the information which is disclosed to Recipient by Discloser in any manner, whether orally, visually, or in tangible form (including, without limitation, documents, devices and computer readable media) and all copies thereof including, but not limited to, business plans, all methods and systems, software, names and addresses of customers, pricing information, technical data, designs, products, developments, concepts, comparative analyses of competitive products, services and operating procedures and other information, data, documents, technology, knowhow, processes, trade secrets, contracts, proprietary information, historical and projected financial information, operating data and organizational and cost structures, now or hereafter existing or previously developed or acquired, relating to the Discloser, regardless of whether any such information, data or documents qualify as “trade secrets” under applicable law. Confidential Information may be marked by Discloser as "Confidential" "Proprietary" or the substantial equivalent thereof, but that is not required. 2.Except as expressly permitted herein, Recipient shall not disclose Confidential Information. The Recipient acknowledges and agrees that the Discloser cannot be made whole or have its interests completely protected solely by a monetary award of damages. Accordingly, the Recipient agrees that if it breaches or threatens to breach any of the terms of this Agreement it will consent to the issuance of a temporary and/or permanent injunction by any court of competent jurisdiction (without the posting of a bond) enjoining the Recipient from such breach of the terms of this Agreement. This remedy is in addition to any other rights or remedies available to the Discloser. 3.Recipient shall use Confidential Information solely for purposes relating to the business dealings between the parties. 4.Recipient shall disclose Confidential Information only to those of its employees, agents, consultants and professionals who have a need to know such information. 5. Confidential Information shall not include any information that Recipient can demonstrate: (a) was in Recipient's possession prior to disclosure by Discloser hereunder; (b) was generally known in the trade or business in which it is practiced by Discloser at the time of disclosure to Recipient hereunder, or becomes so generally known after such disclosure, through no act of the Recipient; (c) has come into the possession of Recipient from a third party who is under no obligation to Discloser to maintain the confidentiality of such information; or (d) was developed by Recipient independently of and without reference to Confidential Information. Attachment ADocuSign Envelope ID: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Non-Disclosure Agreement Confidential Page 2 of 3 If a particular portion or aspect of Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to all of the provisions of this Agreement. 6. Recipient agrees not to reproduce or copy by any means Confidential Information, except as reasonable, required to accomplish Recipient's Permitted Purpose. Upon demand by Discloser at any time, Recipient shall promptly return to Discloser or destroy, at any time, at Discloser's option, all tangible materials that disclose or embody Confidential Information. Recipient may retain one copy of Disclosure's Confidential Information for archival purposes; provided, however, that Recipient shall be bound by the terms and conditions of this Agreement with regard to the use and disclosure of such archival copy. 7. Recipient shall not remove any proprietary rights legend from, and shall, upon Discloser's reasonable request, add any proprietary rights legend to, materials disclosing or embodying Confidential Information. 8. In the event that Recipient is ordered to disclose Discloser's Confidential Information pursuant to a judicial or governmental request, requirement or order, Recipient shall notify Discloser as promptly as possible so that Discloser may, at its option, seek a protective order to prevent the disclosure of the Confidential Information. 9. Discloser understands that Recipient develops and acquires technology for its own products, and that existing or planned technology independently developed or acquired by Recipient may contain ideas and concepts similar or identical to those contained in Discloser's Confidential Information. Discloser agrees that entering this Agreement shall not preclude Recipient from developing or acquiring technology similar to Discloser's, without obligation to Discloser, provided Recipient does not breach its obligations to Discloser under this Agreement or use the Confidential Information to develop such technology. 10. Recipient acknowledges that Confidential Information may still be under development, or may be incomplete, and that such information may relate to products that are under development or are planned for development. DISCLOSER MAKES NO WARRANTIES REGARDING THE ACCURACY OF THE CONFIDENTIAL INFORMATION. Discloser accepts no responsibility for any expenses, losses or action incurred or undertaken by Recipient as a result of Recipient's receipt or use of Confidential Information. DISCLOSER MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL INTRODUCE ANY PRODUCT RELATING TO THE CONFIDENTIAL INFORMATION. 11. Neither party has any obligation under or by virtue of this Agreement to purchase from or furnish to the other party any products or services, or to enter into any other agreement, including but not limited to, a development, purchasing or technology licensing agreement 12. Other than as expressly specified herein, Discloser grants no license to Recipient under any copyrights, patents, trademarks, trade secrets or other proprietary rights to use or reproduce Confidential Information. 13. Notwithstanding any other provisions of this Agreement, Recipient agrees not to export, directly or indirectly, any U.S. source technical data acquired from Disclosure or any products utilizing DocuSign Envelope ID: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B Non-Disclosure Agreement Confidential Page 3 of 3 such data to any countries outside the United States in violation of the United States Export Control Law or Regulations then in effect. 14. This Agreement and all actions related hereto shall be governed by the laws of the State of North Carolina. The venue for any action or proceeding arising out of or in connection with this Agreement shall be in the applicable state or federal court located in Orange County, North Carolina, and the parties hereby waives any objection they may have to such venue, including, without limitation, an objection based on the assertion that this venue is an inconvenient forum. 15. The rights and obligations herein shall bind the parties and their legal representatives, successors, heirs, and assigns. 16. The Recipient agrees to indemnify and hold harmless the Discloser from and against any and all loss, liability, cost or expense based upon, arising out of or otherwise in respect of any breach or violation of this Agreement. 17. This Agreement expresses the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitments and understandings pertaining to the subject matter hereof. Any modifications of or changes to this Agreement shall be in writing and signed by both parties. 18. This Agreement shall remain in full force and effect for a period of five (5) years from the Effective Date, whereupon it shall expire. Any cause(s) of action accruing on or before such expiration shall survive until the expiration of the applicable statute of limitations. DocuSign Envelope ID: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B 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 below If 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 HIRED AUTOS ONLY 2/23/2023 Beecher Carlson Insurance Services Part of Brown & Brown Inc. 6 Concourse Parkway, Suite 2300 Atlanta, GA 30328 404-460-1400 www.bbinsurance.com Beecher Carlson Insurance Services, LLC Nathan Huggins whuggins@beechercarlson.com Computer Aid Inc. (CAI). 1390 Ridgeview Drive Allentown PA 18104 73133152 3 3 33 3 3 3 Additional Insured status is granted with respects to General Liability and Auto Liability, on a primary basis, regarding the operations of the named Compensation, where required by written contract. Policy provision allows 30 day notice of cancellation, 10 days for non-payment of premium. Orange County P.O. Box 8181 Hillsborough, NC 27278 insured, if required by written contract. Waiver of Subrogation status is granted with respects to General Liability, Auto Liability and Workers' A 1,000,0003594748212/1/2022 12/1/2023 1,000,000 3 10,000 3 1,000,000 2,000,000 2,000,0003 A 73594134 12/1/2022 12/1/2023 1,000,000 3 3 3 A 71739531 12/1/2022 12/1/2023 3 1,000,000N 1,000,000 1,000,000 B Professional Liability/ Cyber liab.652289143 12/1/2022 12/1/2023 $10,000,000 Retro date 7/11/2001 $1,000,000 A Crime 8261-2628 12/1/2022 12/1/2023 $5,000,000 $150,000 retention Federal Insurance Company 20281 Continental Casualty Company 20443 73133152 | 2022 Master STANDARD WORDING | Nathan Huggins | 2/23/2023 6:35:47 PM (EST) | Page 1 of 1 DocuSign Envelope ID: 98F67D95-1A0F-4868-BC76-3FACFBF170DFDocuSign Envelope ID: C42125BB-685F-437C-BDF4-122E12E5CD3B