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HomeMy WebLinkAbout2023-122-E-Planning-BlueBeam-On Site Training (BlueBeam)Revised 06/21 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 7th day of March, 2023 by and between ORANGE COUNTY (hereinafter referred to as “County”) and BlueBeam (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated February 28,2023, (hereinafter the “Original Agreement”), for the provision of services for On-Site Training (BlueBeam); and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of May 31, 2023. 2. Exhibit ____ to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: 3. Article ___, Section ____ is amended to reflect a maximum payable not-to-exceed amount of ________________. 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Bonnie Hammersley Sean Andrews County Manager Vice President, Global Customer Success DocuSign Envelope ID: 06B9D4BD-B467-496F-8AC0-488407F1ACD7 3/13/20233/15/2023 Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: BlueBeam Inc. Party/Vendor Contact Person: Sean Andrews (Vice President, Global Customer Success) Contact Phone: 866-496-2140 Party/Vendor Address: 443 S. Raymond City Pasadena State: CA Zip: 91105 Department: Planning & Inspections Amount: No Additional Cost-Date of service change only Purpose: On Site Training (BlueBeam)-Amendment Budget Code(s): 10620020-530100 Vendor # 62899 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date March 7, 2023 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 execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject 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: 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 specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board 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:_________ DocuSign Envelope ID: 06B9D4BD-B467-496F-8AC0-488407F1ACD7 3/9/2023 3/14/2023 3/15/2023 Bluebeam Services Agreement Services Addendum; Online Training and Webinars CONFIDENTIAL Page 5 of 7 BLUEBEAM SERVICES AGREEMENT SERVICES ADDENDUM ON-SITE / IN-PERSON TRAINING SERVICES 1. Training Services: On-site, in-person, instructor-led training focused on the Revu® software application (the “Software”) and related workflows and usage (the “On-site Training”). As used herein an “Attendee” means the individual persons who physically attend the On-site Training. Training Dates: May 31, 2023 (the “Training Dates”) subject to the timely payment of Fees and Travel Expenses. Location: The West campus Office Building (WCOB); 131 West Margaret Lane; Hillsborough, NC 27278 Attendee Count: No more than 20 Attendees a. Rescheduling by Client: Client may reschedule the Training Dates by notifying Bluebeam in writing to training@bluebeam.com at least twenty-one (21) days prior to the Training Dates. Bluebeam will provide a written acknowledgement. If Client does not receive the written acknowledgement Client must immediately contact Bluebeam by other means. Bluebeam will use reasonable efforts to accommodate Client’s reschedule requests but all such requests are subject to instructor availability and therefore rescheduling is not guaranteed. Client is solely responsible for any additional Travel Expenses incurred by Bluebeam in connection with Client’s reschedule requests. b. Rescheduling by Bluebeam: Bluebeam may reschedule the Training Dates by notifying Client in writing as soon possible but in no event later than three (3) days prior to the Training Dates. c. Cancellation by Client: Client may cancel the Training Dates by notifying Bluebeam in writing to training@bluebeam.com at least twenty-one (21) days prior to the Training Dates. Bluebeam will provide a written acknowledgement. If Client does not receive the written acknowledgement Client must immediately contact Bluebeam by other means. Bluebeam will refund all Fees previously paid excluding Travel Expenses incurred by Bluebeam prior to Bluebeam’s receipt of the cancellation notice (“Incurred Travel Expenses”). Bluebeam will invoice Client for Incurred Travel Expenses and such invoice is due and payable on Net 30 day terms. d. Rescheduling Due to Force Majeure Event: If either party reasonably believes that a Force Majeure Event may occur on the Training Dates or within seven (7) days of the Training Dates (e.g. a hurricane or blizzard is forecasted to impact the Location) either party may provide written notice to the other party and require the Training Dates be rescheduled. As used herein a “Force Majeure Event” means any acts of God, acts of governments, war, riots, strikes, flood, fire, earthquake, severe weather (e.g. hurricanes, tropical storms, tornados, blizzards, etc.), accidents in transportation, inability to obtain transportation, instructor illness or other causes beyond the reasonable control of either party. Client is solely responsible for Travel Expenses incurred prior to the rescheduling in addition to any additional Travel Expenses incurred to reschedule the Training Dates. 2. Training Materials. Bluebeam will provide Client with a copy of the Training manual and materials (the “Training Materials”). All rights in and to the Training Materials shall vest solely in Bluebeam, and Bluebeam shall be deemed the author thereof and entitled to all copyrights and other intellectual property rights existing throughout the world. Bluebeam grants Client a limited, revocable, non-exclusive, non-transferable and non- sublicensable license to use the Training Materials for Client’s internal business purposes only and solely to DocuSign Envelope ID: 06B9D4BD-B467-496F-8AC0-488407F1ACD7 Bluebeam Services Agreement Services Addendum; Online Training and Webinars CONFIDENTIAL Page 6 of 7 assist the Attendees in their use of the Software. Bluebeam may terminate this license upon notice to Client. Upon termination, Client agrees to promptly return and/or destroy all copies of the Training Materials. 3. Fees and Payment Terms: a. Fees: Four-thousand dollars___________________________________ ($4,000 _______) per day for a total of Four-thousand dollars______________($4,000_____________). b. Payment Terms: All Fees are due in advance and must be received by Bluebeam at least twenty-one (21) days prior to the first day of the Training Dates or Net 30 from the date of the Quote, whichever is earlier. The Training Dates will not be confirmed and travel arrangements booked until payment of the Fees is received by Bluebeam. Training Dates will be released and become available to other clients if the Fees are not paid on time. Rescheduling due to late payment is subject to instructor availability. 4. Expense Reimbursement: a. Travel Expenses. Travel Expenses will be set forth in the Quote and reflect Bluebeam’s best efforts to provide not-to-exceed rates. Provided travel cannot be secured at the not-to-exceed rates set forth in the Quote, Bluebeam will immediately contact Client and Client shall have the option to approve the higher Travel Expenses or move the Training Dates to a later time to accommodate lower travel costs. b. Payment Terms. Travel Expenses shall be invoiced by Bluebeam and paid by Client based on Net 30 day terms. c. Travel Expense requirements and restrictions. Airfare: Economy domestic airfare, non-stop travel on a reputable air carrier made at least 14 days in advance of planned travel unless Bluebeam has less than 14 days notice prior to the first day of training or Fees are not paid prior to such 14-day period. Bluebeam will request written authorization from Client for any individual domestic round-trip ticket that exceeds $750/ticket. International airfare (destinations outside of the United States) will be quoted separately. Hotel: Mid-level, reputable business hotel with interior doors to guest rooms. Bluebeam will request written authorization from Client for single-occupancy nightly rates exceeding $320/night (pre-tax rate). Rental Car: Mid-sized, reputable national rental company, including insurance (liability and property). Bluebeam will request written authorization from Client for rental car rates exceeding $125/day (pre-tax rate). Fuel, tolls and other incidentals related to ground transportation will be billed based on actual expenses. Parking: Airport and other parking will be billed based on actual expenses. Meals: Per diem within the continental United States will be billed based on the General Services Administration guidelines [https://www.gsa.gov/]. The Department of Defense sets rates for Alaska, Hawaii, U.S. Territories, and Possessions. The State Department sets Foreign rates. d. Non-Travel Expenses. All non-travel related expenses shall be the responsibility of Bluebeam unless otherwise agreed by the parties. To the extent non-travel related expenses are reimbursed by Client, Bluebeam shall invoice Client for such expenses on Net 30 day terms. DocuSign Envelope ID: 06B9D4BD-B467-496F-8AC0-488407F1ACD7 Bluebeam Services Agreement Services Addendum; Online Training and Webinars CONFIDENTIAL Page 7 of 7 5. Recording and Charging Restrictions. a. Client agrees that it will not charge Attendees for attending the On-site Training. b. Client agrees that it will not record (whether video, audio or both) the On-site Training without Bluebeam’s prior written consent. Provided Bluebeam provides consent for Client to record the On-site Training (the “Recorded Training”), Client shall not (A) copy, modify, publish, broadcast, transmit or otherwise distribute or allow access to the Recorded Training by any means now or hereafter available to anyone other than the Attendees; or (B) charge the Attendees to view the Recorded Training. All rights in and to the Recorded Training shall vest solely in Bluebeam, and Bluebeam shall be deemed the author thereof and entitled to all copyrights and other intellectual property rights existing throughout the world. Client shall mark the Recorded Training: © Bluebeam, Inc. Client receives only a personal, limited, non- exclusive license to allow access to the Recorded Training to Attendees for a period of two (2) years following the Training Dates. DocuSign Envelope ID: 06B9D4BD-B467-496F-8AC0-488407F1ACD7