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HomeMy WebLinkAbout2023-625-E-Social Svc-SAS Institute-data analytics projectOrder Form Number: 128038 Order Form SAS Institute Inc. (“SAS”) World Headquarters SAS Campus Drive Cary, North Carolina 27513 Tel: (919) 677 8000 • Fax: (919) 677 4444 http://www.sas.com Customer: Orange County North Carolina Address: 113 Mayo St. Hillsborough, NC 27278 Taxpayer ID/VAT/GST Number: Currency: USD Consulting Services – Time & Materials Description of Consulting Services: SAS will provide Consulting Services directed towards Provision of the SAS Expert Consulting Services Program to Customer. SAS’ resource(s) (“Consultant”) will work at the direction of the Customer solely to provide Updating the “Racial Equity Analytics Project” roadmap based on complete milestones. Assumptions: • Consulting Services will be performed remotely. • Consulting Services will be performed within normal business hours of Monday – Friday, 8:00 a.m. – 5:00 p.m., Customer’s local time. SAS corporate holidays will not be considered normal working days. • Consultant may be reassigned as needed to align skills to Customer’s needs. • Consulting Services do not include: operating system support, hardware support; database support; backup and recovery services; network support; network security services; or data and user security services. • SAS will provide Customer with one (1) single SAS Consultant that will be assigned for these Services and who is knowledgeable and experienced with software to perform the services. Customer will interact directly with the assigned Consultant on all Services matters. • Consultant will work in a staff augmentation manner at the direction of the SAS will not provide Project Management support in the form of status reports, including status of Service activities completed/in-progress and/or to be performed, nor identification of risks and issues, or any relevant mitigation/action plans. • The Services do not include any Service Level Agreement (SLA) with regards to response times. Customer is encouraged to have regular monthly touch points with the provided Consultant to plan on a monthly basis any needed work. • Customer shall provide facilities and support such as laptop/computer, workspace, access to networks, in-house technical support, information required for performance of the Services and other resources needed during the performance of the Services. No Customer data will be transferred to SAS systems or hardware. • Customer shall notify SAS of any required security paperwork, requirements, or procedures prior to work commencement, including non-disclosure agreements. Project Administration Fee: $1,572 to be invoiced upon acceptance of this Order Form. Project administration services include services related to project onboarding, invoice and contract management and technical coordination. Monthly Fee: $5,240 for up to 20 hours of Consulting Services per month (“Monthly Hours”) for a total of 6 calendar months (“Term”). The Monthly Fee is based on a calendar month and will not be prorated. No DocuSign Envelope ID: 127BAD51-316B-458B-9E37-B6F87C0D0B29 Consulting Services will be performed by SAS following the last day of the calendar month of the Term unless this Order Form is amended. No refunds are available for unused Monthly Hours, and Customer cannot roll over unused hours into subsequent months. The Monthly Fee may only be used toward labor for Consulting Services under this Order Form. Except as otherwise set forth in the Agreement, Monthly Fees are nonrefundable. This agreement will not automatically renew and must be renewed in writing signed by an authorized signatory or each party. • Monthly Hours Customer Budget: $31,440 Additional Overage Consulting Services: SAS may perform Consulting Services in excess of the Monthly Hours at the Hourly Rate of $262 (“Overage Hours”). SAS may perform up to 179 Overage Hours under this Order Form. SAS will send monthly statements to document the Overage Hours performed, if any. • Overage Hours Customer Budget: $46,898 Total Customer Budget (Monthly Hours combined with Overage Hours and Project Administration Fee): $79,910 How This Order Form Works This Order Form is governed by and incorporates the following documents. All documents are listed in order of precedence, and are collectively referred to as the “Agreement”: Document Location This Order Form Not Applicable Consulting Services Addendum https://www.sas.com/addendum-consulting SAS Universal Terms https://www.sas.com/universal-terms The individual signing or accepting this Order Form must have the authority to bind Customer to the Agreement. Customer Authorized Signature: /sign_here1/ Name: /sign_name1/ Title: /sign_title1/ Date: /date_sign1/ DocuSign Envelope ID: 127BAD51-316B-458B-9E37-B6F87C0D0B29 11/3/2023 County Manager SAS Authorized Signature: /sign_here2/ Name: /sign_name2/ Title: /sign_title2/ Date: /date_sign2/ /sasapproved1/ SAS INTERNAL USE: 16550210 TH22SEP2023 LGL5719 Last Revised: Jan2023 DocuSign Envelope ID: 127BAD51-316B-458B-9E37-B6F87C0D0B29 Director, Lic Ops 10/30/2023 ADDENDUM TO SAS ORDER FORM, CONSULTING SERVICES ADDENDUM, AND OPERATING AGREEMENT This Addendum modifies the SAS Order Form, Consulting Services Addendum, and Universal Terms between SAS Institute, Inc. (“SAS” or “Provider”) and Orange County, a local political subdivision of the State of North Carolina (“County” or “Customer”) This Addendum takes precedence over all other conflicting terms and conditions of the Agreement. This Addendum modifies the attached Agreement. This Addendum is attached to the Agreement and is hereby incorporated by reference into that Agreement as if had been set out therein. 1. Addition to Universal Terms Section 13. Confidentiality: To the extent permitted by the North Carolina Public Records laws, set forth at Chapter 132 of the North Carolina General Statutes, the terms of this Agreement and any Confidential Information shall be treated by both SAS and Customer as confidential and may not be disclosed or shown to a third party without the prior written consent of the other. Should SAS fail to consent to disclosure pursuant to a legitimate records request under the North Carolina public records laws, SAS agrees to indemnify and hold harmless County and its officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose the records. 2. Revision to Universal Terms Section 16.1 Governing Law: This Agreement is governed by the laws of North Carolina without regard to the conflict of laws rules, provisions or statutes of any jurisdiction. SAS and Customer each represent that each party shall comply with all applicable federal, state, and local laws. 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 anti-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 this requirement is a breach of the Agreement and County may 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. By executing this Agreement, Provider affirms that Provider is 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, to the best of its knowledge, has not utilized the services of any agent or subcontractor, 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, to the best of its knowledge, 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. 3. Revision to Universal Terms Section 16.2 Arbitration: If either party fails to comply with the terms of this Agreement, the other party shall be entitled to seek all remedies available at law or in equity, and in connection therewith both parties acknowledge that such breach may cause the other party immediate and irreparable injury for which remedies at law are inadequate. To the extent permitted by applicable law, if SAS fails to comply with the terms of this Agreement, DocuSign Envelope ID: 127BAD51-316B-458B-9E37-B6F87C0D0B29 SAS’s entire liability arising from or in connection with the Services and/or any software or firmware provided in connection therewith shall be limited to the amounts paid by Customer hereunder. 4. Agreement Amount. The maximum amount payable under this Agreement for Consulting Services, time and materials is Seventy-Nine Thousand, Nine Hundred Ten Dollars ($79,910). This amount shall not be exceeded without duly executed written amendment to this Agreement. 5. 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 the County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. 6. Signatures: This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of the North Carolina General Statutes Chapter 66. 7. Insurance. Customer is added as an additional insured under Vendor’s General Liability policy. ORANGE COUNTY SAS Institute, Inc. By: ________________________________ By: __________________________________ Name: ______________________________ Name: ________________________________ Title: _______________________________ Title: _________________________________ DocuSign Envelope ID: 127BAD51-316B-458B-9E37-B6F87C0D0B29 Director, Lic OpsCounty Manager Revised 04/23 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: SAS Institute Inc. Vendor Contact Person: Jennifer Conner Phone: 919-531-7260 Address: 100 Campus Drive City Cary State: NC Zip: 27513 Department: Social Services Amount: $79,910 Purpose: data analytics project Budget Code(s): 10400120-630000 Vendor # 67629 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 10/16/23 End Date 6/30/24 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Nancy Coston 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. Description 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: 127BAD51-316B-458B-9E37-B6F87C0D0B29 10/31/2023 11/2/2023 11/2/2023 11/3/2023 Holder Identifier : 7777777707070700077763616065553330763735764015474607762215770634132071660557146323320716041333243011007304011756274710073660755364101320774225115623657407764635516274570077727252025773110777777707000707007 6666666606060600062606466204446200622222426204020206220006042240002062222240622402020622220624204000206022204060062222062022062620400200620020626200042206220246220440260066646062240664440666666606000606006Certificate No : 570102232016 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/13/2023 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. PRODUCER Aon Risk Services South, Inc. Atlanta GA Office 3550 Lenox Road NE Suite 1700 Atlanta GA 30326 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 25615The Charter Oak Fire Insurance CompanyINSURER A: 25674Travelers Property Cas Co of AmericaINSURER B: 25623The Phoenix Insurance CompanyINSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.):800-363-0105 CONTACT NAME: SAS Institute Inc. 100 SAS Campus Drive Attn: Risk & Insurance Management A-2115 Cary NC 27513 USA COVERAGES CERTIFICATE NUMBER:570102232016 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $10,000 $1,000,000 $2,000,000 $2,000,000 B 04/01/2023 04/01/2024HJGLSA5510P914TIL23 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $1,000,000A04/01/2023 04/01/2024 COMBINED SINGLE LIMIT (Ea accident) HO CAP-117D7878-COF-23 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 $10,000 04/01/2023UMBRELLA LIABB 04/01/2024CUP9P52957323I3 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTEC04/01/2023 04/01/2024 (AOS) UB8L6235462351RB 04/01/2023 04/01/2024 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN (AZ, MA, NE, WI) WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 UB8L6729342351K DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Orange County is included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County 300 West Tryon Street Hillsborough NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 127BAD51-316B-458B-9E37-B6F87C0D0B29