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HomeMy WebLinkAbout2023-513-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 26th day of September 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 December 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: 1303D2BE-219B-45C1-BD85-9B317B058DD5 9/26/20239/26/2023 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 8/21/2023) Effective Date 9/26/2023 End Date 12/31/2023 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: 1303D2BE-219B-45C1-BD85-9B317B058DD5 9/26/2023 9/26/2023 9/26/2023 9/26/2023 Revised 04/23 DocuSign Envelope ID: 1303D2BE-219B-45C1-BD85-9B317B058DD5 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: 1303D2BE-219B-45C1-BD85-9B317B058DD5 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: 1303D2BE-219B-45C1-BD85-9B317B058DD5 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: 1303D2BE-219B-45C1-BD85-9B317B058DD5 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: 1303D2BE-219B-45C1-BD85-9B317B058DD5