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Contract - 05-02-2017 - 8713 - Amendment to Personal Service Agreement with Harris Govern.AS -8713 Motion Items 10. BOCC Agenda Meeting Date: 05/02/2017 Amendment to Personal Service Agreement with Harris Govern Submitted For: Matt Hanson, Purchasing Services Submitted By: Matt Hanson, Purchasing Services Department: Purchasing Services Information Subject and Summary Statement First amendment to the Personal Services Agreement (PSA) with Harris Govern. Amendment creates a clear distinction between the Personals Services Agreement and the Master License and Software Maintenance Agreement by changing language in the PSA. Personal Services Agreement (PSA) with Harris Local Government Solutions was entered into February 28, 2017. Will Staff Attend Y / N Assessor, Treasurer and Purchasing Manager will attend. Department Recommendation RFP Committee (Assessor, Treasurer, IT Director, Purchasing Manager and Property Enterprise Application Specialist) recommend approval of this amendment. Attachments PSA w Harris 1 st amendment Form Review Inbox Reviewed By Date Dana Gigler Dana Gigler 04/24/2017 04:18 PM Terry McLaughlin, Assessor Terry McLaughlin 04/2512017 08:10 AM Treasurer Kathy Hanks 04/25/2017 08:24 AM Matt Hanson (Originator) Matt Hanson 04/25/2017 11:16 AM Clerk of the Board Tiffany Ostreim 04/25/2017 03:21 PM Matt Hanson (Originator) Matt Hanson 04/27/2017 08:48 AM Form Started By: Matt Hanson Started On: 04/24/2017 04:06 PM Final Approval Date: 04/27/2017 THIS FIRST AMENDMENT to the Personal Services Agreement Contract Number 01 -2017 the "Amendment ") is dated and made effective on April 21, 2017, by and between Harris Local Government Solutions Inc. ( "Vendor"), and Cowlitz County, a political subdivision of the State of Washington (hereinafter the "County "). RECITALS WHEREAS, Vendor entered into a Personal Services Agreement Contract Number 01- 2017 dated February 28, 2017, between Vendor and County (the "Agreement "); WHEREAS, the parties have yet to sign the Master License and Services Agreement associated with RFP # 05 -2016 and Vendor's response thereto; and WHEREAS, the parties desire to amend the Agreement as set forth herein to provide for sufficient modifications to the Amendment in line with discussions around the Master License and Services Agreement. NOW, THEREFORE, in consideration of the foregoing and the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Recitals: Defined Terms. The Recitals set forth above are true and correct in all material respects and are hereby incorporated into this Amendment by reference. Capitalized terms used in this Amendment (including, without limitation, the Recitals set forth above) but not otherwise defined herein shall have the respective meanings given to such terms in the Agreement. 2. Amendments. The Agreement is hereby amended as follows: a) The following is added to the Agreement to the beginning of section 21 of Attachment C: This section does not apply to the Licensed Software as defined in the Master License and Services Agreement, to the database as defined in the Master License and Services Agreement, and to all upgrades /updates /other software provided to County by Contractor in accordance with Maintenance as provided under the Master License and Services Agreement." b) The following is added to the end of Section 2 of Attachment D as new paragraphs: Any requirement to evidence Contractor's compliance with the insurance requirements under section 2 of Attachment D only requires Contractor to provide a Certificate of insurance. Any request of Contractor under this section 2 shall be made by County in writing and shall be sent via courier (evidence of receipt by receiving party required) only. To the extent that there is a requirement for Contractor to supply insurance policies under the section 2 of Attachment D, then Contractor is only required to provide either confirmation of the terms of the policy or a copy of that part of the policy that is requested and redacted as may be required by Contractor and which is determined by Contractor in its sole discretion. The parties agree that the primary, non contributory clause; the waiver of subrogation clause; and additional insured requirements in section 2 of Attachment D only apply to the commercial general liability policy and the automobile policy and not to any other policies. County acknowledges that the Commercial General Liability Deductible is $50,000 and the Professional Indemnity Deductible is $500,000 and that Contractor is not obligated to provide any financial information. County has been provided with and the County has deemed acceptable a Blanket Form Endorsement related to any requirement for an additional insured and the County agrees that so long as the Blanket Form Endorsement is in place that no actual requirement to be shown as an additional insured on a certificate of insurance is required." c) The following is removed from Section 3 of Attachment D: The x acknowledging acceptance of the Liquidated Damages clause, such that the clause is not binding. d) The reference to "Harris Govern" in the signature line on the signing page and beside the "Name" reference is changed to "Harris Local Government Solutions Inc. e) The following is added as the last sentence to Appendix A of the Attachment "A" Statement of Work to the Personal Services Agreement: "All values in the chart below include both professional services fees due under the PSA and license fees which are due and payable under the Master License and Services Agreement; each payment is only made in respect of the agreement under which such payments are due. No maintenance fees are paid under this schedule." f) The references to the number 552478 on the first page of the Agreement a. The last sentence of the first paragraph with the paragraph heading "Subject and Summary Statement" under the lead heading "Information ", and b. under the leading heading "Fiscal Impact' is deleted and replaced with the number: 316820. g) The references to the number 552,478 together with the words "five hundred and fifty two thousand four hundred and seventy eight' under section 1 of Attachment B are deleted in their entirety and replaced with 316,820 and "three- hundred and sixteen thousand eight- hundred and twenty ", respectively. 3. General Provisions. 3.1 No Other Amendments. Except as specifically modified by this Amendment, the terms of the Agreement, including its schedules, attachments, appendices, and exhibits, shall remain unchanged and in full force and effect and the parties hereto confirm and agree to be bound by all the terms and provisions of the Agreement as amended hereby. 3.2 Entire Agreement; Amendment; Waiver. The Agreement, as amended by this Amendment, sets forth the entire agreement and understanding of the parties hereto with respect to the matters contemplated by the Agreement and this Amendment, and supersedes all prior agreements, arrangements, and understandings (whether oral or written) relating to the subject matter thereof. The Agreement may not be amended, waived, discharged, or terminated other than by a written instrument signed by the party against whom enforcement of such amendment, waiver, discharge, or termination is sought. 3.3 Counterparts. This Amendment may be executed in two or more counterparts whether by facsimile or PDF signature or otherwise), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 3.4 Binding Effect. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. 3.5 If any provision of this Amendment shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Amendment shall not be affected thereby. The titles and subtitles used in this Amendment are for convenience only and are not to be considered in construing or interpreting any term or provision of the Amendment. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above through their duly authorized representatives. Harris Local Government Solutions Inc. Cowlitz County Name: Todd Richardson Title: CFO Title: N4%c L r yLtttvi Go VJl,T2 U, COUNTY n HINGTON O i3W -V-ct o-P (vu.4q11 Commisstovtevs o f Cow t i +-z- cm L-1 - t W A C ev ofUtlne 1g oard