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HomeMy WebLinkAbout2024-759-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 Street 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. This engagement will begin on January 1, 2025 through June 30, 2025. 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 customer. 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: $1,965 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: $6,550 for up to 25 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 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 Docusign Envelope ID: 90CAE917-97BB-48BC-B020-02F711D43819 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: $39,300 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 185 Overage Hours under this Order Form. SAS will send monthly statements to document the Overage Hours performed, if any. • Overage Hours Customers Budget: $48,470 Total Customer Budget (Monthly Hours combined with Overage Hours and Project Administration Fee): $89,735. 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/ SAS Authorized Signature: /sign_here2/ Name: /sign_name2/ Title: /sign_title2/ Date: /date_sign2/ Docusign Envelope ID: 90CAE917-97BB-48BC-B020-02F711D43819 12/12/2024 Victoria Clayton Director, Lic Ops County Manager 12/17/2024 Travis Myren /sasapproved1/ SAS INTERNAL USE: 118639140 TH02APR2024 LGL5719 Last Revised: Jan2023 Docusign Envelope ID: 90CAE917-97BB-48BC-B020-02F711D43819 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: 90CAE917-97BB-48BC-B020-02F711D43819 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: 90CAE917-97BB-48BC-B020-02F711D43819 Director, Lic Ops Victoria Clayton County Manager Travis Myren Revised 04/23 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: SAS Institute Inc. Vendor Contact Person: Paul Moore Phone: 919-531-1425 Address: 100 Campus Drive City Cary State: NC Zip: 27513 Department: Social Services Amount: $89,735 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 01/01/25 End Date 6/30/25 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Lindsey Shewmaker 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: 90CAE917-97BB-48BC-B020-02F711D43819 12/12/2024 12/16/2024 12/17/2024 12/17/2024 Docusign Envelope ID: 90CAE917-97BB-48BC-B020-02F711D43819 ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACO ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE MM/DD/YYYY) 06/25/2024 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. 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). PRODUCER Aon Risk Services South, Inc. Atlanta GA Office 3550 Lenox Road NE Suite 1700 Atlanta GA 30326 USA CONTACT NAME: PHONE (866) 283-7122 (A/C. No. Ext): FAX 800-363-0105 (A/C. No.): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED SAS Institute Inc. 100 SAS Campus Drive Attn: Risk & Insurance Management A-2115 Cary NC 27513 USA INSURER A: QBE Specialty Insurance Company 11515 INSURER B: Lloyd's Syndicate No. 2623 AA1128623 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570106699014 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. NOTWITHSTAND NG 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, Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL NSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYY ) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE PRO- POLICY JECT LOC OTHER: PRODUCTS - COMP OP AGG AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY ( Per person) ANY AUTO BODILY INJURY (Per accident) OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE EACH OCCURRENCE AGGREGATE DED RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER (Mandatory in NH) E.L. DISEASE-EA EMPLOYEE If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT B E&O - Technology FSCEO2400308 (Claims Made) 04/01/2024 04/01/2025 EACH CLAIM AGGREGATE $15,000,000 $15,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance. E&O includes worldwide Cyber Liability coverage. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. SAS Institute Inc. AUTHORIZED REPRESENTATIVE 100 SAS Campus Drive Attn: Risk & Insurance Management A-2115 Cary NC 27513 USA 77777777 7 7 7 77763616 6555333 76 4265772365566 776211575 42521 735415571763 21 7536164672777551 767153 11 631464 736 5755 27475 73 427513663 31 7366 1575 74112 77727252 2577311 7777777 7 7 7 7 66666666 6 6 6 626 64662 44462 62222 4242 62 6222 424224 22 6222 26 62 4 2 6 2 2626 4 2 62 6 4 622 2 6222 24262242222 6 22 4 6 262222 622 6 622 422 66646 6224 66444 6666666 6 6 6 6 570106699014 Holder Identifier : Certificate No : Docusign Envelope ID: 90CAE917-97BB-48BC-B020-02F711D43819