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HomeMy WebLinkAbout2025-335-E-Tax Dept-Spatialest Inc-Professional Services - AppraisalEst and Comper analysis due to reval requestsRevised 01/24 1 [Departmental Use Only] TITLE Spatialest ProfService FY 2025 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 9th day of June, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Spatialest, Inc. with its principal place of business at 8901 Otis Avenue, Suite 300, Indianapolis, IN 46216, (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): Professional services five (5) days per annum to use as the County desires in assisting with any AppraisalEst or Comper analysis. 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 Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Revised 01/24 2 performance of these services. Provider is solely responsible for the professional 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. Notwithstanding, Provider may use any subsidiary or otherwise affiliated company to perform services unless otherwise prohibited by County in writing. 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) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. 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 Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Revised 01/24 3 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. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Professional Services 5 days per contract year to use as the county desires in assisting with any AppraisalEst and Comper analysis as further detailed in attached Exhibit I - Spatialest Sales Order #2. 4. Duration of Services a. Term. The term of this Agreement shall be from June 1, 2025 to May 31, 2028. 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 June 1, 2025. 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 Fifteen Thousand Seven Hundred Sixty-Two Dollars ($15,762). 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. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Nancy Freeman, Tax Administrator) 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. Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Revised 01/24 4 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. The foregoing indemnifty obligation is expressly subject to the terms and conditions of the April 1, 2022 MSA between County and Provider, which is incorporated herein by reference. 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. 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, Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Revised 01/24 5 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. 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. Notwithstanding anything to the contrary, Provider may, without prior written consent from County, assign this Agreement as part of a corporate merger, acquisition, or reorganization, provided that Provider shall give County written notice of the same within a reasonable time after completion of the assignment. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Revised 01/24 6 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 Orange County 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. Provider shall at all times own and retain ownership in its documents, items, software, programs, or other things protected through all applicable intellectual property right statutes, laws, and provisions, including, but not limited to copyright, patents, and trademarks (“Provider’s IP Rights”). At no time shall County have any claim, right, or interest in Provider’s IP Rights. County and Provider further agree that the services provided hereunder are not a “work for hire”, and that incorporation of County’s data into Provider’s software, programs, services, or deliverables shall not confer or transfer any claim, right, or interest in Provider’s IP Rights to County. Should County provide any data or information owned by the County to Provider for purposes of the services outlined in this Agreement, County shall retain all its rights in such data or information. 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 Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Revised 01/24 7 expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. 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: Nancy Freeman, Tax Administrator Spatialest Inc. P.O. Box 8181 8901 Otis Avenue, Suite 300 Hillsborough, NC 27278 Indianapolis, IN 46216 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Revised 01/24 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: _________________________________ Travis Myren, County Manager By: __________________________________ Jeff Corns, CEO Printed Name and Title Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Spatialest Inc. Vendor Contact Person: Helen McNulty Phone: hmcnulty@schneidergeospatial.com Address: 8901 Otis Avenue, Suite 300 City Indianapolis State: IN Zip: 46216 Department: Tax Administration Amount: 15,762 Purpose: Professional Services - AppraisalEst and Comper analysis due to reval requests. Budget Code(s): 10330120-630000 Vendor # 65032 Vendor Status with NCSOS: N/A Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: N/A) (Most Recent Amendment N/A) Effective Date 6/1/2025 End Date 5/31/2028 Notice Date N/A (Notice Purpose N/A) Award Approved by Board (Agenda Date: ); Made or Administered by 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. This agreement is approved as to technical form and content. 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: Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 6/10/2025 6/10/2025 6/11/2025 6/17/2025 Sales Order #2 ORANGE COUNTY, NC June 2025 Spatialest Inc 8901 Otis Avenue, Suite 300 Indianapolis, IN 46216 T: 980 766 0705 EXHIBIT IDocusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 2 Sales Order No. This Sales Order No.2 (the “Sales Order”) is effective as of this 1st day of June 2025 (the “Order Effective Date”), entered into by and between Spatialest Inc., a Delaware corporation located at 8901 Otis Avenue, Suite 300, Indianapolis, IN 46216 (“Spatialest”) and Orange County (“Customer”). This Sales Order is issued pursuant to, is governed by and is subject to the terms and conditions of the MSA (“Agreement”) executed by the parties on 1st day of April 2022. By signing this Sales Order, the Customer expressly accepts and agrees to comply with the terms of the Agreement. Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement. A. Professional Services Description Item Description 1. Professional Services Package 5 days per annum to use as the county desires in assisting with any AppraisalEst or Comper analyses. Analysis to be completed in year 1 is described below: • Compare data from 2024 to 2025 to determine whether specific property or building types experienced greater percentage growth, and if so, identify the corresponding growth rates. • Carry out a vertical equity analysis to assess whether lower-value homes are being overvalued and higher-value homes undervalued B. Annual Costs Item Description Cost ($) Year 1 June 1st, 2025 – May 31st, 2026 5,000 Year 2 June 1st, 2026 – May 31st, 2027 5,250 Year 3 June 1st, 2027 – May 31st, 2028 5,512 Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 3 C. Term Description The initial term of the subscription commences on the 1st day of June 2025 and continues in effect for a period of (3) years (“Initial Term”). Upon expiration of the Initial Term, the subscription shall automatically renew for successive periods of twelve (12) months each (each a "Renewal Term"), unless either Party provides written notice to the other Party of its intent not to renew at least thirty (30) days prior to expiration of the Initial Term or any then current Renewal Term. The Initial Term and any Renewal Term shall be collectively referred to as the “Subscription Software Term”. Spatialest may increase the License Fee(s) associated with any Renewal Term by providing Customer with notice of such increase at least 60 days prior to the start of the applicable Renewal Term. Pursuant to Section 10.2 of the Agreement, Spatialest hereby notifies Customer—and Customer acknowledges the same—that Schneider Geospatial, LLC, a Delaware limited liability company, has acquired the ownership interests in Spatialest, effective as of August 2023. Notwithstanding the change in ownership, Spatialest and Customer shall remain bound to each other by the terms and conditions of the Agreement and all applicable Sales Orders. Further, nothing contained in the Agreement, applicable Sales Orders, or herein shall create any rights, benefits, remedies, obligations, causes of action, or any contractual relationship directly between Customer and Schneider Geospatial, LLC. This Sales Order (including all schedules attached hereto), the Specifications and the Technical Document (including any Change Orders thereto) together with the Agreement executed by the parties contain the entire agreement regarding the Customer’s use of the product(s) and services described in this Sales Order and may be amended only in writing signed by both parties. Any outstanding Sales Orders shall also remain in full force and effect unless expressly stated in this Sales Order. Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 4 Spatialest and the Customer have caused this Sales Order to be executed by their duly authorized representatives as of the Order Effective Date. SPATIALEST INC. ORANGE COUNTY ASSESSOR’S OFFICE Name: Jeff Corns Name: Signature: Signature: Title: CEO & President Title: Date: Date: Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 6/9/2025 6/17/2025 County Manager Travis Myren Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3 Docusign Envelope ID: CE33DCF0-0466-41E2-8293-8EB95FB5AEB3