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HomeMy WebLinkAbout2021-532-E-IT Dept-Service Commander Software-Software license and technical support DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81D62C [Departmental Use Only] TITLE Service Commander FY 22 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 21 st day of September, 2021, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Service Commander Software, 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): Service Commander software for jury management. 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 Revised 06/21 1 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81D62C 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. Revised 06/21 2 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81D62C 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): License to use Service Commander for Jury software on Orange County computers for one year. Includes all system wide updates and unlimited telephone support. The price is based on the county's population. Computers must be on a secure network. 4. Duration of Services a. Term. The term of this Agreement shall be from 12/01/2021 to 11/30/2022. 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 12/01/2021. 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 five-thousand-six-hundred-eighty- three and 00/100 Dollars ($5,683.00) (See Attachment A). 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 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 Revised 06/21 3 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81D62C 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. 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 Revised 06/21 4 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81D62C 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 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. Revised 06/21 5 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81D62C 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.oran eg countync. o�partments/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 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 Revised 06/21 6 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81D62C 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 Service Commander P.O. Box 8181 Software, Inc. P.O. Box Hillsborough,NC 27278 10751 Goldsboro,NC 27532 [SIGNATURE PAGE TO FOLLOW] Revised 06/21 7 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81D62C 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: F�6' cuSigned by: DocuSigned by:YB VUL"t, hlMlMtf,WY2021 By: 5a& 9/22/2021 Bonnie Hammers ey, County Manager Jack Berry, President Printed Name and Title Revised 06/21 8 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF8lD62C ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Service Commander Software, Inc. Party/Vendor Contact Person: Jack Berry Contact Phone: 919-750-4641 Party/Vendor Address: P.O.Box 10751 City Goldsboro State:NC Zip: 27532 Department: Information Technologies Amount: $5,683.00 Purpose: Software license and technical support Budget Code(s): 10315020 625010 Vendor#58957 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract Type: (Check one)New ® Renewal ❑ Amendment ❑ Effective Date 21 September 2021 Approved by Board Yes❑No® Agenda Date: ---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 ex �i►M NOV{*fn�oAgreement: Department Director's Signature rty Date: 9/28/2021 Agreements for emergency services or repair are not su ject 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 oifx�iew ,�iwt N6 9/28/2021 Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insuraa�iSa cbVvurib m4an4�aEdsy:specifications,and requirements: Office of the Risk Management Officer Date:9/28/2021 Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: ocuSigned by: +� � Office of the Chief Financial Officer Fr� Date:9/29/2021 Legal Services This agreement is approved as to legal form aj ffxsiyv Office of the County Attorney AAMf.S bV'�A.In, Date:9/29/2021 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: Revised 06/21 9 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81 D62C Attachment A P809 1 W 1 EFT Nurnhor; OBTG47$'k = MIVCYCeMM N&6IaY01Ce FANNW u mom :? 19 2= 20G3Trr1 SERVICE COMMANDER,JURY SOFTWA $13.199.23 G PQde 21 DOW EM7 SERVICE COMMANDER SOFTWARE, INC. 08700761 01MI2021 6r109.23 �� Q + 4. F,rF+ /� a %I.hdcr !F r EF I 1' rarlg County NVmtar 03Ur Numcw State of North Carolina 55957 Oi rIJ&282 t 4670076 t p.Cr 11ux 6181 200 South Cofmrun S U W Hi'Isborough.Tlcwth Caroline 27279 $5,109.23 rrr+4 tirrt� NY Six Thousand One Hundred Nine Dollars and 23 cents 7a Tho or°r`°'r° SIrRVICE COMMANDER SOFTWARE, NF_ EFT COPY NON - NEGOTIABLE From: Keith Chnupa <kchnupa@orangecountync.gov> Sent: Monday,January 11, 2021 1:20 PM To:Jill Berry<jury.support@servicecommander.com>; Sally Kadle<skadle@orangecountync.gov> Subject: RE: [EXTERNAL MAILI] Service Commander Jury Software Budget Quote Jill: Thank you for the quote and for the cost control. Please confirm we are paid for 2021. Thanks, -Keith From: Jill Berry [mailto:jury.support@servicecommander.com] Sent: Wednesday, January 6, 2021 4:36 PM To: Sally Kadle; Keith Chnupa Subject: [EXTERNAL MAIL!] Service Commander Jury Software Budget Quote DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81D62C Orange County Budget Quote Happy to report we continue to do more with less. Therefore, we will be able to provide our jury software system at no increase in price. Here is our official budget quote for your county: Please budget $5,683.00 which covers unlimited service and support for the upcoming fiscal year. In these uncertain times, you can count on us to support you in every way possible. Thank you for your confidence in Service Commander's jury management software,please contact me if I can provide any additional information. Respectfully, Jill Berry Service Commander Software, Inc. 919-750-7149 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81 D62C THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 July 27, 2021 Service Commander Software, Inc PO Box 10751 GOLDSBORO NC 27532 Account Information: Contact Us PolicyHolder Details ; SERVICE COMMANDER SOFTWARE, INC Business Service Center Business Hours: Monday- Friday (7AM -7PM Central Standard Time) Phone: (888) 242-1430 Fax: (888)443-6112 Email: age ncy.services(abthehartford.com Website: https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTRO05 DocuSign Envelope ID: B4826EFA-5F44-418A-BA7A-CD56CF81D62C - � CERTIFICATE OF LIABILITY INSURANCE [t7127 E(MM/2021 Y) /2021 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 be endorsed. If SUBROGATIONIS 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 CONTACT USAA INSURANCE AGENCY INC/PHS NAME: 65812845 PHONE (888)242-1430 FAX (888)443-6112 (A/C,No,Ext): (A/C,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: Twin City Fire Insurance Company 29459 SERVICE COMMANDER SOFTWARE, INC INSURER B: PO BOX 10751 GOLDSBORO NC 27532-0751 INSURER C: INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MM/DD MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence X General Liability MED EXP(Any one person) $10,000 A 65 SBM AB1326 08/23/2021 08/23/2022 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 JECT POLICY❑PRO- Fx LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANY AUTO BODILY INJURY(Per person) ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) HIRED NON-OWNED PROPERTY DAMAGE AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS- MADE AGGREGATE DED RETENTION$ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY YIN E.L.EACH ACCIDENT PROPRIETOR/PARTNER/EXECUTIVE W OFFICER/MEMBER EXCLUDED? A E.L.DISEASE-EA EMPLOYEE (Mandatory in NH) If yes,describe under E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS below A FAILSAFE TECHNOLOGY E OR 65 SBM AB1326 08/23/2021 08/23/2022 Each Glitch $1,000,000 0 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION Service Commander Software, Inc SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED PO Box 10751 BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED GOLDSBORO NC 27532 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD