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HomeMy WebLinkAbout2018-087-E IT - BossDesk Software SolutionsDocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 [Departmental Use Only] TITLE BossDesk FY 2017/2018 NORTH CAROLINA BOSS IT TICKETING SERVICES AGREEMENT UNDER $90,000.00 NO RFP /RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement "), made and entered into this 9th day of February, 2018, ( "Effective Date ") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County ") and Business Oriented Software Solutions, 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): IT Ticketing System 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 10/17; 2/18 per request DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 quality, accuracy and timely completion and/or 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 and/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. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Online access to a software as a solution for an improved help desk ticketing system 4. Duration of Services a. Term. The term of this Agreement shall be from 02/12/2018 to 02/12/2023. 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 Revised 10/17; 2/18 per request 2 DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 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 02/12/2018. 5. Compensation Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed seventy -six thousand and three hundred seventy five Dollars ($76,375.00). Payment for 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. 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 (Orange County Chief Information Officer, Jim Northrup) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and 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. Revised 10/17; 2/18 per request 3 DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 8. Indemnity a. Indemnity. 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 maybe 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. Compensation After Termination. i) In the event of termination, the Provider shall refund to the County a prorated portion of the compensation paid and retain 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. Such prorated fees shall be calculated on a monthly basis from the date of execution. 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. Revised 10/17; 2/18 per request 4 DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 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. 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 counlync. og v/ 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. Revised 10/17; 2/18 per request 5 DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 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 and 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 and 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, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/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. Si nom. 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 I IA 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: Bonnie Hammersley Maha Mahadevan, President /CEO P.O. Box 8181 Business Oriented Software Solutions, Inc. Hillsborough, NC 27278 350 Research Drive, Suite 110 Norcross, GA 30092 [SIGNATURE PAGE TO FOLLOW] Revised 10/17; 2/18 per request 6 DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 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: Docu5igned by: DocuSigne�ed``by, EE0637994B755E477... 6lnAAj(. f%wt#.VSCP..+� 3/8/2018 Pyt sl.�.trin� /Cf 0- By By: County Manager 8FCC4FD3D7FD44D_.. Maha Mahadevan, President /CEO Printed Name and Title Revised 10/17; 2/18 per request 7 DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 Addendum 1: BOSSIDESK SOFTWARE SUBSCRIPTION SERVICE AGREEMENT This Software Subscription Service (SaaS) Agreement (the "Agreement ") sets forth the obligations and conditions between you ( "Client ") and Business Oriented Software Solutions, Inc (BOSS), a Georgia Corporation ( "Provider "), relating to your use of the Serviced defined herein. Please read this Agreement carefully. Your use of the Services is expressly conditioned on your acceptance of this Agreement. Recitals A. Provider is the owner of certain proprietary computer software known as BOSSDesk that is used to handle asset management and incident management (the "Software "). B. Provider provides and sells subscriptions for subscribers to access and use the Software via bossdesk.io or any website notified to the subscribers from time to time (the "Services "). C. Provider is willing to provide access to the Services for Client's interna business use pursuant to the terms and conditions set forth herein. D. Provider and Client acknowledge and agree that this Agreement shall be effective and in force immediately upon the date that Client clicks the "I Agree" icon below (the "Effective Date ") NOW THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, the parties agree as follows: 1. Software Subscription. a. Provider grants to Client and Client accepts from Provider, a limited, non- exclusive, nontransferable right to access and use and permit Authorized Users to access and use the Services solely for Client's internal business use. DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 The Services shall not be used by Client or by Authorized Users for, or on behalf of, third parties that are not authorized under this Agreement. Client shall use its best efforts to ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement. Client acknowledges that its right to use the Services will be web -based only pursuant to the terms of this Agreement and the Software will not be installed on any servers or other computer equipment owned or controlled by Client or otherwise provided to Client. 2. Intellectual Property Rights. a. Client acknowledges that all right, title, and interest in and to the Services and the Software, together with its codes, sequences, derivative works, organization, structure, interfaces, any documentation, data, trade names, trademarks, or other related materials (collectively, the "Provider IP "), is, and at all times shall remain, the sole and exclusive property of Provider. The Provider IP contains trade secrets and proprietary information owned by Provider and is protected by United States copyright laws (and other laws relating to intellectual property). Except the right to use the Services, as expressly provided herein, this Agreement does not grant to Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Services or the Software. b. Client shall not attempt, or directly or indirectly allow any Authorized User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Services and /or Software in any form or media or by any means. c. The provisions of this paragraph 2 shall survive termination of this Agreement. 3. Subscription Fee. a. Client shall pay to Provider the subscription fee (the "Subscription Fee ") in the amount and for the duration that Client has entered and agreed to pursuant to the sign up page for this Agreement. b. The Subscription Fee for the first Subscription Period (either month or year, as applicable) of the term of this Agreement shall be paid on the Effective DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 Date. The Subscription Fee for all subsequent Subscription Periods of the term of this Agreement shall be paid to Provider on the first day of each subsequent Subscription Period, pursuant to subsection d, below. c. The amount of the Subscription Fee does not include any applicable taxes. Client is responsible for any and all applicable taxes. d. Client shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or other acceptable method of payment to Provider and shall take all necessary steps to authorize automatic payment of the Subscription Fee. By agreeing to this Agreement, Client hereby authorizes Provider to automatically charge said method of payment for all Subscription Periods during the term of this Agreement. If, for any reason, automatic payment shall be denied, then Client shall pay the applicable Subscription Fee, to Provider within thirty(30) days of notice from Provider. e. Any additional payment terms between Provider and Client shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document. 4. Accessibility /Performance Provider shall use commercially reasonable efforts to make the Services available on a 24x7 basis (twenty four hours per day, seven days per week) during the Term, except for: (i) scheduled system backup or other ongoing maintenance as required and scheduled in advance by Provider, or (ii) for any unforeseen cause beyond Provider's reasonable control, including but not limited to internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majeure events set forth in this Agreement. Provider will monitor performance indicators on the systems and network infrastructure (its own and that of third party suppliers) in order to gauge the overall performance of its hosting services, and will take reasonable steps to address systems and network infrastructure as required to maintain satisfactory performance of the Software. Provider agrees to notify Client in cases where it restricts such use and use good faith efforts to determine an appropriate alternative or workaround solution. DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 5. Maintenance and Support Provider shall maintain the Software and /or Services and provide all patches and fixes to the Software and /or Services at no additional cost. Provided, however, said maintenance shall not include any major releases of new versions of the Software, additional functionality, or custom programming, which Provider, at its discretion, may provide at an additional cost as otherwise agreed between the parties. 6. Term The Term of this Agreement shall commence on the Effective Date and shall continue until terminated as provided herein. Client shall elect whether the term will consist of annual or monthly periods (each a "Subscription Period "). The Agreement shall automatically renew for subsequent Subscription Periods unless either party provides written notice of its election not to renew this Agreement at least fifteen (15) days prior to end of the then current Subscription Period or otherwise terminates this Agreement pursuant to the terms of this Agreement. Upon termination of this Agreement for any reason, all rights and subscriptions granted to Client shall immediately terminate, and the Client shall cease using the Services and shall prohibit Authorized Users from using the Services. 7. Default Client shall be in default of this Agreement if Client fails to make any payment when due and fails to cure said default within thirty (30) days after receipt of written notice thereof from Provider. In addition to the monetary breach described in the previous sentence, either party will be in default of this Agreement if the party is in material breach of this Agreement and fails to cure such breach within Thirty (30) days after receipt of written notice thereof from the non - breaching party. If a party is in default, the non - breaching party may terminate this Agreement or seek any other remedies available at law or in equity, except as otherwise provided in this Agreement. In the event Client breaches or attempts to breach any of the provisions of this Agreement, Provider shall have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or attempt to breach, Client hereby acknowledging the inadequacy of any remedy at law. DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 8. Confidentiality a. In addition to, and in no way limiting the requirements relating to the Provider IP as set forth in Section 2 of this Agreement, Client shall use its reasonable efforts (but in no case less than the efforts used to protect its own proprietary information of a similar nature) to protect all proprietary, confidential, and /or nonpublic information pertaining to or in any way connected to the Software, the Services, the Provider's financial, professional and /or other business affairs, and this Agreement (the "Confidential Information "). b. Client shall not disclose or publicize the Confidential Information without the Provider's prior written consent. c. Client shall use their reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for their own benefit or for the benefit of any other person, third party, firm or corporation in a manner inconsistent with the purpose of this Agreement. d. The terms of confidentiality and nondisclosure contained herein shall expire five (5) years from the date of the termination of this Agreement. e. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Client; (ii) already known to the Client prior to disclosure pursuant to this Agreement; (iii) obtained at any time lawfully from a thirdparty under circumstances permitting its use or disclosure to others; or (iv) required by law or court order to be disclosed. 9. Limited Warranty Provider warrants that it has the power and authority to grant the subscription for the Services granted to Client hereunder. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE. DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 Limitation of Remedy and Liability Client represents that it accepts sole and complete responsibility for: (a) the selection of the Services to achieve Client's intended results; (b) use of the Services; (c) the results obtained from Services; and (d) the terms of any contracts between Client and Authorized Users. Provider does not warrant that the Client's use of the Services will be uninterrupted or errorfree. Client shall not assert any claims against Provider based upon theories of negligence, gross negligence, strict liability, fraud, or misrepresentation, and Client shall defend Provider from any demand or claim, and indemnify and hold Provider harmless from any and all losses, costs, expenses, or damages, including reasonable attorneys' fees, directly or indirectly resulting from Client's use of the Services, an Authorized User's use of the Services, and /or any agreement between the Client and an Authorize User based on or in any way related to the Services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, under no circumstances shall Provider be liable for any loss, costs, expenses, or damages to Client in an amount exceeding the Subscription Fee actually paid to Provider by Client for the previous twelve (12) months. DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 10. SERVICE LEVEL AGREEMENT. When we use the term "Service Level Agreement" or "SLA" anywhere in this Agreement, we are referring to the service level agreement set forth in this Section 13. We will use commercially reasonable efforts to make the Cloud Services available 99.95% of the Service Year. "Service Year" means the three hundred sixty five -day period immediately preceding a claim for a service credit. (a) SERVICE CREDIT. Uptime for each Service Year will be calculated by subtracting from 100% the percentage of time during which our Infrastructure was unavailable to all of our Cloud Service clients (the " Uptime Percentage "). If the Uptime Percentage for the Service Year is less than 99.95 %, you will be eligible for a service credit equal to 10% of your Cloud Services bill for the calendar month in which the Uptime Percentage dropped below 99.95 %. The Uptime Percentage will be calculated using five - minute increments. (b) DOWNTIME EXCLUSIONS. Downtime does not include unavailability caused by one or more of the following: (i) maintenance, a suspension, or a termination of the Cloud Services; (ii) the failure of servers or services outside of a datacenter on which the Cloud Services are dependent, including, but not limited to, inaccessibility on the Internet that is not caused by our Infrastructure or network providers; (iii) a force majeure event such as an act of God, act of war, act of terrorism, fire, governmental action, labor dispute, and any other circumstances or events not in our direct control; (iv) an attack on our Infrastructure, including a denial of service attack or unauthorized access (i.e., hacking); (v) unavailability not reported by you in accordance with the reporting provisions in Section 13(c) within five (5) of the days of the date on which the Uptime Percentage dropped below 99.95 %; (vi) unavailability that results from the failure of individual Cloud Servers and that is not attributable to an event causing unavailability to all clients using the Cloud Services; or (vii) unavailability that is caused by your breach of this Agreement. (c) SERVICE CREDIT PROCEDURES. We will determine, in our reasonable discretion, your eligibility for service credits and the amount of service credits awarded pursuant to this SLA. To be eligible for service credits, you must send us a reasonably detailed, written request for service credits no later than five (5) Business Days after the day on which your DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 Uptime Percentage first drops below 99.95 %. To be deemed valid, your request must include (i) the dates and times of each period of Cloud Service unavailability upon which your request is based; (ii) the instance names of the affected Cloud Servers; and (iii) a description of any events from the Cloud Services portal that may have indicated a system -wide unavailability during the stated dates and times. If your Uptime Percentage is confirmed by us to be less than 99.95% for the Service Year, we will issue a service credit during the billing cycle following the month in which we determine that you are eligible for one. All service credits will be applied to fees due from you to us for Cloud Services; we will not pay any service credit to you as a refund. If you fail to provide us with a valid request, you will not be eligible for a service credit. Our calculation of your Uptime Percentage and all service credits will be based on our records and data. Any dates and times that you previously reported that led to a successful service credit claim cannot be used for future claims. (d) LIMITATION. THE SERVICE CREDITS DESCRIBED IN THIS SLA ARE YOUR SOLE AND EXCLUSIVE REMEDY FOR THE UNAVAILABILITY OF A CLOUD SERVER. 11. Miscellaneous a. Notice and Demands. Notice, demand, or other communication mandated to be given by this Agreement by either party to the other shall be sufficiently given or delivered if it is sent by registered or certified mail, postage prepaid, return receipt requested or delivered personally. Unless Provider is otherwise notified in writing, the Client's address for notice purposes shall be Client's address provided as part of Client's billing information. b. Governing Law; Forum Selection. This Agreement shall be governed exclusively by the laws of the State of North Carolina, without regard to its conflicts of laws principles. The parties irrevocably agree and consent that said forum is convenient and has jurisdiction to hear and decide any such action. c. Compliance with Laws. Client shall use the Services in accordance with any and all applicable local, state, and federal laws. d. Headings. The paragraph headings in this Agreement are for convenience only and they form no part of the Agreement and shall not affect the interpretation thereof. e. Severability. If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain in full force and effect. DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 f. No Waiver. The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of any breach of this Agreement shall constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this Agreement. g. Assignment. Client shall not assign or transfer this Agreement. h. No Partnership or Agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way. i. Force Majeure. Provider will not be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the Provider's reasonable control, including but not limited to fire, flood, storm, act of God, war, malicious damage, failure of a utility service or transport or telecommunications network. j. Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services, and supersedes any and all prior or contemporaneous understandings or agreements whether written or oral. No amendment or modification of this Agreement will be binding unless reduced to a writing signed by duly authorized representatives of the parties and such writing makes specific reference to this Agreement and its intention as an amendment hereto. DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 ED JULIE DUKE OSSDesk 01/23/18 0117045 SALES QUOTE 02/15/18 Name: Orange County, NC Contact: Mr. Jason Hendren- IT Operations Manager Street: 131 W. Margaret Lane -Suite 300 City, State, Zip: Hillsborough, NC 27278 Tel: (919) 245 -2285 5 BOSSDesk- Enterprise Incident Managemnt Subscription License up to 30 Agents- Package includes Mobile Apps. Service Desk Software (45% discount for 5 year- pre - payment) $ 48,510.00 5 BOSSDesk- Enterprise Asset & Computer Management Subscription License up to 1500 assets (Network and Non - Network Assets) Package includes Mobile Apps- Asset Management Software- $ 10,800.00 (additional 2000 assets at no cost for 5 year pre - payment) 1 Services Lead Engineer twenty (20) hours for configuration and training- Online $ 2,590.00 1 Services Lead Engineer sixteeen (16) hours for configuration and training - Onsite $ 3,600.00 (Optional- Recommended -tech and end user training) 1 PRO Level Support- Includes Formum, Online Meetings+ 24/5 Email Support $ 10,875.00 + 8am -5pm Phone Support for 60 months * * *No Data Migration is included in this quote TOTAL $ 76,375.00 Payment Method: ❑ I wish to pay using an attached P.Q. (subject to credit approval and acceptance)* * All payments due upon receipt. (No charge for ACH payments or checks) ❑ I wish to pay by Credit Card* (a 3% fee applies to all credit card payments) *I authorize BOSS to charge my credit card the amount shown above. *Please do not process a check or electronic transfer for payment until you have received an invoice. Printed Name Title Signature The pricing for the licenses, products, and services described in this Quote /Order Form is valid until (see above). If this Quote /Order Form is not executed and accepted before the expiration date the quote shall automatically terminate and is null and void. Pricing subject to sales tax where applicable.All prices are in U.S. dollars. Customer is responsible for all sales, use, and VAT taxes and any related import fees. DocuSign Envelope ID: AACA4047- 6701 - 4848- B437- 4B2E153639C0 AC"R" S D �� CERTIFICATE OF LIABILITY INSURANCE 4/2o17 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 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 CONTACT Lauren Harmond NAME: Norfleet Solutions Inc PHONE 770 -904 -5274 FAX 678 -534 -6358 (A)C. No, EAL _ . [AIC, N_ef; __ _ _ _ _ . _ 4485 Tench Road E- MAILss: HARM01@nationwide com Suite 330 INSURER(S) AFFORD_I_NG_ _COVERAGE NAIC p Suwanee, GA 30024 INSURER A: The Hartford INSURED INSURER B: United States Liability Insurance Business Oriented Software Solutions, Inc. INSURER C: 350 Research Court INSURER O: T Suite 110 INSURER E: I Norcross, GA 30092 INSURER F : f r1VFRAr:FS rF:PTIFIr ATF N[IMRFR• RFVISIr1N NIIMRFR- THIS 15 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 Orange County Information Technologies INSR ADOC SUBRf POLICY EFF POLICY EXP 131 West Margaret Lane TYPE OF INSURANCE LTR POLICY NUMBER MMfDD1YYri MMlDDIYYri LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,0100 CLAIMS -MADE X OCCUR DAMAGE TO - PREM SES (Ea RENTED rrence) S 1.000,000 MED EXP (Any one person) S 10,000 A I X X 33 SBAUN5608 09101/2017 09/01/2018 PERSONAL BADVINJURY 5 1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER, GENERAL AGGREGATE 5 2.000,000 POLICY PRO- JECT LOC _ 2,000,000 PRODUCTS- COMPIOPAGG 5 OTHER S AUTOMOBILE LIABILITY - COMBINED SINGLE LIMIT S 1,000,000 _LFa accidant) - — ANY AUTO BODILY INJURY (Per person} S A ALL OWNED SCHEDULED X X 33 SBA UN5608 09/01/2017 0910112018 BODILY INJURY (Per accident) S AUTOS AUTOS j X X NON -OWNED PROPERTY DAMAGE 5 HIRED AUTOS _ AUTOS _LPer acctlent} S UMBRELLA LIAB OCCUR _ EACH OCCURRENCE S EXCESS LIAB CLAIMS -MADE AGGREGATE S DED RETENTION S 5 WORKERS COMPENSATION X PER CTH- ANO EMPLOYERS' LIABILITY YIN STATUTE - - ,.ER_ . A ANY PROPRILTORIPARTNERIEXECUTIVE NIA X 33 WEC CD6554 06/29/2017 06/29/2018 E.L. EACH ACCIDENT 5 1,000.000 . - . -. OFF ICERIMEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E L. DISEASE - EA EMPLOYEE 5 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below P DISEASE - POLICY LIMIT 5 Professional Liability Insurance $2,000,000 Each Claim Limit B Cyber Coverage TK 1552097 09101!2017 09/01/2018 $2 000,000 Annual Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) r'FRTIFICIlTF Hrii nFR r'IlNCFI I GTIr1N (`1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIQN DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County Information Technologies ACCORDANCE WITH THE POLICY PROVISIONS. 131 West Margaret Lane AUTHORIZED REPRESENTATIVE Hillsborough, NC 29278 (`1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD