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HomeMy WebLinkAboutOTHER-2025-108-Transit Scheduling and Dispatch Software agreement approval and approval of bugget amendment 5-A Docusign Envelope ID : 2FOA6F2B-A88D-43A2-97AA-4CFOCF9C3EE6 ��yr� r� ._ 1 � i vC7` 1. [Departmental Use Only] TITLE TRANSIT SOFTWARE FY 2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement") , made and entered into this 15th day of December, 2025 , ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the " County" ) and Foxster Opco, LLC , ( " CTS Software " , " CTS " ), (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 ofproject) : Transit Service Software ( See Attached) 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 quality, accuracy and timely completion and submission of all work related to the Basic Services . Revised 01 / 24 1 Docusign Envelope ID : 2FOA6F2B-A88D-43A2-97AA-4CFOCF9C3EE6 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 ) Should any documents , exhibits , or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents , exhibits , or addenda . 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 fiirther redesign . Revised 01 / 24 2 Docusign Envelope ID : 2FOA6F2B-A88D-43A2-97AA-4CFOCF9C3EE6 3 . Basic Services a. Basic Services . The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided) : Purchase and Installation of transit service software plus nineteen months of service (See Attached) 4 . Duration of Services a . Term . The term of this Agreement shall be from December 15 , 2025 to June 30 , 2027 . 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 unless the County causes the delay . (Contract Specific Revision 11 / 13 /25 ) iii) The Commencement Date for the Provider's Basic Services shall be December 15 , 2025 . 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 Three Hundred Four Thousand Twenty Dollars ($ 304, 020) . 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 the disputed 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 . (Contract Specific Revision 11 / 13 /25 ) 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 (Jamael Wiley) 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 Revised 01 / 24 3 Docusign Envelope ID : 2FOA6F2B-A88D.43A2.97AA-4CFOCF9C3EE6 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 . The parties agree , without limitation, that each shall independently defend, 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 negligence or misconduct and neither shall have the obligation to indemnify the other under the terms of this agreement . (Contract Specific Revision 11 / 14/25 ) 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 j fully executed Amendment from the County . 4 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 Revised 01 / 24 4 Docusign Envelope ID : 2FOA6F2B-A88D-43A2-97AA-4CFOCF9C3EE6 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 created specifically for the County and the County ' s data relating to the Project including any electronic data or files relating to the Project. (Contract Specific Revision 11 / 13/25 ) 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors , heirs and permitted assigns), any rights, remedies , or obligations . 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 O1 / 24 5 Docusign Envelope ID : 2FOA6F2B-A88D-43A2-97AA-4CFOCF9C3EE6 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 Orange County policy is incorporated herein by reference and may be viewed at http : //www . oran eg countync . gov/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 . i f The Master Services Agreement and Orders are also signed as part of the contracting process , so we need a hierarchical integration clause . This Agreement, together with the Master Services Agreement, all Orders , Statements of Work, and any exhibits or attachments hereto (collectively , the "Contract Documents"), constitutes the entire understanding between the parties and supersedes all prior or contemporaneous written or oral communications , representations, or agreements relating to its subject matter . i In the event of any conflict or inconsistency among the Contract Documents the following order of precedence shall apply : (a) this Agreement (b) the applicable Order or Statement of Work (c) the Master Services Agreement (d) any other referenced documents , exhibits or attachments . i I Except as expressly stated otherwise, the terms of this Agreement shall prevail . (Contract Specific Revision 11 / 13 /25 ) 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 created expressly and exclusively for use by the County, such documents shall Revised 01 / 24 6 Docusign Envelope ID : 2FOA6F2B-A88D-43A2-97AA-4CFOCF9C3EE6 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 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 . (Contract Specific Revision 11 / 13 /25 ) 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 fiinctions , 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. 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 11 A 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 : Jamael Wiley Foxster Opco , LLC P . O . Box 8181 ( " CTS Software " , " CTS " ) Hillsborough, NC 27278 Post Office Box 57 Swansboro, NC 28584 [SIGNATURE PAGE TO FOLLOW] Revised 01 / 24 7 Docusign Envelope ID : 2FOA6F2B-A88D-43A2-97AA-4CFOCF9C3EE6 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 : DocuSigned by: Signed by: B 1 E� Y By : Travis Myren, County Manager 1 /6/2026 Adam Fox, President Printed Nance and Title 1 /6/2026 1 I I i i i i i 1 f I f 73 1 Revised 01 / 24 8 1 i Docusign Envelope ID : 2FOA6F2B-A88D-43A2-97AA-4CFOCF9C3EE6 ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name : Foxster Opco , LLC, CCTS Software " , " CTS " )) Vendor Contact Person : Adam Fox Phone : 910- 290-6300 Address : P . O . Box 57 City Swansboro State : North Carolina Zip : 28584 Department : Transportation Services Amount : $ 304 ,020 Purpose : Transit Softwarre Budget Code(s) : 61435035402211 Vendor # 26994 Vendor Status with NCSOS : Current-Active Vendor is a BOCC consultant : ❑ Yes ® No Contract Details Contract Type : ® New ❑ Amendment (Original Contract : ) (Most Recent Amendment ) Effective Date 12/ 15/2025 End Date 06/30/2027 Notice Date (Notice Purpose ) Award ❑ Approved by Board (Agenda Date : Made or Administered by Signature Authority ® BOCC Express Delegation (Agenda Date : 12 / 09 / 2025 ) Policy 9 . 4 : ❑Under $5 ,000 ; ❑ Service Under $ 90,000 ; ❑ Construction Under $250 ,000 ❑ Budget Policy Section XV (Capital Improvement Project : ) Bidding ❑ Informal Bidding ($30k490k) ; ❑ Formal RFP ($ 90k+) ; ❑ Other (<$ 30k) ; ® Exception(#G . S . 143 - 129 e 9 Department Affirmation ® 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. ❑ This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed . Descripti €lilw to it'u1re of the emergency condition that was addressed : � ara �t� tawrSbin —f jOl�t V 12/22/2025 Department Director ' s Signature Date : Information Technologies This agreement has been reviewed and is %YcAps to information technology content and specifications : �6 u� i Vt I S 12/29/2025 Office of the Chief Information Office Date : ❑ Inapplicable because no hardware/software purchases 014 JAelated services Risk Management This agreement is approved for sufficient siyaaw4nce standards, specifications, and requirements : Office of the Risk Management Officer k.t�,1SSa, Tt fjt r Date : 12/29/2025 Financial Services This instrument has been pre-audited i 4rra�t,Idrhrquired by the Local Government Budget and Fiscal Control Act: Qrty vl rtlabovt Office of the Chief Financial Officer Date : 1 /2/2026 Legal Services This agreement is approved as t ^ *hn and sufficiency : Office of the County Attorney 1b F�wfs Date : 1 /5/2026 eeeas4s _. Clerk to the Board 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 : Received for record retention : Office of the Clerk to the Board Date : Revised 01 / 24 9 i I 9!� p! E€¢1 i 1 6� 3 1 pS I i(� s f i E 3