HomeMy WebLinkAbout2023-001-E-Finance-Business Oriented Software Solutions-Finance Help Desk System DocuSign Envelope ID:46209746-C3BF-4347-B036-5113358E887C
[Departmental Use Only]
TITLE BossDesk - Finance
FY 2022/2023
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 1/3/2026y
of , 2023, ("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): Finance 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
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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.
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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 Finance help desk ticketing system.
4. Duration of Services
a. Term. The term of this Agreement shall be from 01/01/2023 to 06/30/2023.
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
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 01/01/2023.
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 nine thousand Dollars ($9,000).
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 (Chaz Offenburg) 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.
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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
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
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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.
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
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is incorporated herein by reference and may be viewed at
hqp://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
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.
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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:Bonnie Hammersley Maha Mahadevan,
President/CEO
P.O. Box 8181 Business Oriented Software
Solutions
Hillsborough,NC 27278 350 Research Drive, Suite
110 Norcross, GA 30092
[SIGNATURE PAGE TO FOLLOW]
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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. iDocuSigned by: FkA6 DocuSigne�nd"�by:
b'VL G h�Mtylb� 1/3/2023 By. t'�t.a6b-Vav, 12/27/2022
County Manager
Maha Mahadevan, President/CEO
Printed Name and Title
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ORANGE COUNTY—DEPARTMENT USE ONLY
Party/Vendor Name: Business Oriented Software Solutions, Inc. Party/Vendor Contact Person: Maha Mahadevan
Contact Phone: 678-684-1204 Party/Vendor Address: 350 Research Drive, Suite 110 City Norcross State: GA
Zip: 30092 Department: Finance Amount: $9,000 Purpose: Finance Help Desk System Budget Code(s):
10230020-630000 Vendor#64890 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract
Type: (Check one)New® Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑No®
Agenda Date: ---For Section XIV.c. contracts only,Approved by Board in Current FY Budget Yes®No[—]
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to exec aigidaedagreement:
Department Director's Signature Date: 12/28/2022
Agreements for emergency services or repair are not su Ject to t e above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is
approved as to information technology content and sp h ;by:
Office of the Chief Information Officer lM 4VTlA ny Date:12/28/2022
Risk Management
This agreement is approved for sufficiency of insuran.&gAWg i,$s'',specifications,and requirements:
Office of the Risk Management Officer &A, (hvvu lTb Date: 12/29/2022
7FDCF9176800498...
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
E_�
'tp 0./21 L Date:12/30/2022
4E5181ACC1409...
Legal Services
This agreement is approved as to legal form and h® Ped by:
Ib
Office of the County Attorney I° tyc Date: 1/3/2023
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:
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Estimate
BISS
# EST-20988
BOSS
350 Research Court
Peachtree Corners Georgia 30092
U.S.A
Estimate Date : 05 Dec 2022
BIII To Reference# : For Finance and Admin Services
Gary Donaldson
Sales person : Maha Mahadevan
Orange County, NC
Description Qty Rate Amount
1 BOSSDesk Enterprise Subscription 15 550.00 8,250.00
Includes Service Catalog,Problem&Change management,mobile apps- Number of
Price discounted to$550/agent per year discounted from list price of$828 agents
2 Implementation &Training 0.5 1,500.00 750.00
One Time Configuration&Training Per
Additional professional services billed at$150/hr as requested. Customer
3 Annual Renewal- BOSSDesk Subscription 1 0.00 0.00
Annual Subscription-Recurring$8250.00 for 15 agents
Sub Total 9,000.00
Total $9,000.00
Notes
Payment is due upon receipt.No charge for ACH payments or checks. All estimates good for 30 days.No data migration is included in this
estimate.
Terms &Conditions
The purchase and use of the services,licenses and products described herein are subject solely to the standard terms and conditions of
the BOSSDesk software Subscription Agreement,and is incorporated herein by reference(the"Terms of Service").By signing this Quote
/Order Form you are agreeing that you have read and agreed to the terms and conditions of the Terms of Service.The terms of the Terms
and conditions of service may only be modified as provided therein.
Agreed&Accepted
DocuSigned by:
� L-/A
Signature:
Name:
1
DocuSign Envelope ID:46209746-C3BF-4347-B036-5113358E887C
Title:
Date:12/28/2022