Loading...
HomeMy WebLinkAbout2018-133-E Tax - Spatialist GIS appraisal solutionsDocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 [Departmental Use Only] TITLE Spatialest FY 2017 -2018 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement "), made and entered into this 17th day of April, 2018, ( "Effective Date ") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County ") and Spatialest Inc, (hereinafter, the 'Provider "). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. 1. Services a. a. Scope of Work. i. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): GIS appraisal solution software, setup, hosting, support, and maintenance as described in Exhibit 1 attached hereto. i. 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. i. iii) Time is of the essence with respect to this Agreement. i. 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. i. 2. Responsibilities of the Provider a. 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. a. b. Standard of Care. i. 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. DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. i. 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. i. iii) The Provider may subcontract the performance of any work under this Agreement without prior written permission of the County. No such subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. i. 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. i. 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. i. 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. i. 3. Basic Services a. a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Professional services regarding the provision, setup and implementation of Spatialest by Spatialest Inc, Comper by Spatialest, Comper for Citizen and PRC by Spatialest Inc. Specific expectations of each product can be found in Exhibit 1. a. 4. Duration of Services a. a. Term. The term of this Agreement shall be from April 13, 2018 to April 12, 2019. In order to maximize the effectiveness of the services and products provided to County pursuant to this Agreement it is expected this Agreement will be renewed for additional one year terms. Should such renewals be approved costs for the Basic Services shall be as reflected in Section E "Subsequent Years" and Section F of Exhibit 1. Any such renewal must be in writing and approved by both parties. DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 a. b. Scheduling of Services. i. i) The Provider shall schedule and perform its activities in a timely manner. i. 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. i. iii) The Commencement Date for the Provider's Basic Services shall be March 31, 2018. i. 5. Compensation a. 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 sixty two thousand five hundred Dollars ($62,500). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County and upon County's reasonable determination Provider's work and duties related to the invoiced amount are complete. Payment shall be subject to provisions of Section 5(b). a. 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. a. 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. a. 6. Responsibilities of the County a. a. Cooperation and Coordination. The County has designated (Dwane Brinson) 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. a. 7. Insurance a. 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 DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 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. a. 8. Indemnity a. 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 third party claims arising from (i) an allegation that the Services infringe upon a third party's patent, copyright or trademark; or (ii) real or tangible personal 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. a. 9. Amendments to the Agreement a. 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. a. 10. Termination a. 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. a. 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. a. c. Compensation After Termination. i. i) In the event of termination, the Provider shall be paid all fees and expenses that it has earned or that were committed to prior 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. By way of example, if the County has committed to a one year term, the County DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 shall be responsible for payment of subscription fees associated with such one year term, even if termination occurs early. i. 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. a. 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. a. e. Intentionally omitted. a. 11. Additional Provisions a. 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. a. 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. a. 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 ec�ountync. ov�/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. a. 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 DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 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. a. 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. a. 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. a. g. Intentionally omitted. a. 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. a. 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 I IA and Article 40 of North Carolina General Statute Chapter 66. a. 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 Attention:Dwane Brinson P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Provider's Name Spatialest Inc 101 North Woodland Blvd DeLand FL, 32720 DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 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: DocuSignedb"y: By: Vounly bin AA* , % Mmtxs�,t,l� manager PROVIDER: DocuSigned by: By: 8ECD96EEAOB1445... Ashley Moore, CEO Printed Name and Title DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 Spatialest and Customer have caused this Agreement to be executed as a document under seal by their duly authorized representatives as of the Effective Date. Spatialest Inc. Orange County Tax Administration DocuSigned by: DocuSigned by: By: By: Ev5EDD78428EB34BF... u/&W, bV'i� US&I SECD96EEA081445... Name: Ashley Moore Name: Dwane Brinson Title: CEO Title: Director, Orange County Tax Administration DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 rA 01, I Patialest Spatialest License and Services Agreement Orange County, NC Spatialest Inc. 101 North Woodland Blvd DeLand FL32720 info @spatialest.com www.spatialest.com US: 617 418 4531 Intl: +44 2870 342235 UK: 02870 342235 DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 SPATIALEST LICENSE AND SERVICES AGREEMENT This License and Services Agreement (the "Agreement "), effective the 31St day of March 2018 (the 'Effective Date "), is made by and between Spatialest Inc. with its principal place of business at 101 N.Woodland Ave, DeLand, FL 32720 ( "Spatialest "), and Orange County Tax Administration, a government organization with a principal place of business at 228 S.Churton Street, Hillsborough, NC, 27278 ( "Customer "). Spatialest and Customer shall herein be referred to each as a "Party" and collectively as the "Parties ". In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS 1.1 Affiliates means any corporation, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party. For purposes of this definition "control" means the direct possession of a majority of the outstanding voting securities of an entity 1.2 Documentation means the documentation for the Software generally supplied by Spatialest to assist its Customers in the use of the Software or Hosted Service, including user and system administrator guides and manuals and other written materials, including the software functional specifications 1.3 Losses means all claims, actions, proceedings, damages, losses, liabilities and expenses, including reasonable attorney fees. 1.4 Maintenance Services means Spatialest's maintenance and support services for the Software. 1.5 Professional Services means those development, set -up, integration, configuration, consulting and /or training services, if and as specified on a Sales Order and /or on an SOW to be provided by Spatialest. 1.6 Sales Order means each Spatialest ordering document signed by duly authorized representatives of both Parties which references this Agreement, identifies the specific Software or Services ordered by Customer from Spatialest, sets forth the prices for such Software and Services and contains other applicable terms and conditions. The initial Sales Order entered into by the Parties is attached hereto as Exhibit A and does need signed. 1.7 Services means the Maintenance Services and any Professional Services provided by Spatialest pursuant to this Agreement. 1.8 Software means the software products provided by Spatialest to Customer and which are listed on a Sales Order and all updates, enhancements, bug fixes and new releases thereto that Spatialest makes available to Customer hereunder. 1.9 SOW means a Statement of Work referencing this Agreement signed by duly authorized representatives of both Parties from time to time that sets forth Professional Services to be provided by Spatialest and certain other terms related thereto that are agreed between the Parties. The Parties DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 acknowledge that for small Professional Services engagements, the Sales Order may serve as the SOW. The initial SOW entered into by the parties is attached hereto as Exhibit B as appropriate and does need signed. 1.10 Users mean individuals who are authorized by Customer to use the Services. Users consist of any employee of Customer or its Affiliates and any independent contractor of Customer or its Affiliates. 1.11 Work Product means any work product, deliverables, programs, interfaces, modifications, configurations, reports, analyses or documentation developed by Spatialest on behalf of Customer and delivered to Customer in the performance of Professional Services. 2. SERVICES/ LICENSES 2.1 Services. Spatialest shall provide Customer with the specific Services and /or Software specified on a Sales Order or SOW, as the case may be. Any conflict between the terms and conditions set forth in this Agreement and any Sales Order or SOW shall be resolved in favor of this Agreement unless such Sales Order or SOW expressly references the conflicting provision in this Agreement that it is intended to control and states that it is to control. The initial Sales Order entered into by the Parties is attached hereto as Exhibit A and such initial Sales Order need not be separately signed by the Parties. 2.2 License. Subject to the terms and conditions of this Agreement, upon the execution of a Sales Order by Spatialest and Customer, Spatialest grants to Customer a non - exclusive, non - transferable, term license to install, execute and use the Software, in object code form only, as well as the accompanying Documentation, solely for Customer's internal use, and solely in connection with the number of licenses licensed by Customer (as reflected on the Sales Order). Customer shall only install the Software at the site(s) set forth on the Sales Order (the 'Sites "). The preceding sentence does not, however, restrict the ability of Users to access the Software over the internet from any site outside the Sites. The foregoing license is subject to the other terms set forth in this Agreement, any additional terms set forth in the applicable Sales Order, and payment of all applicable license fees. Notwithstanding the foregoing, Customer shall only use the Software and Documentation during the specified term set forth on the Sales Order (the "License Term'. 2.3 Copies. Customer may make up to two (2) copies of the Software and Documentation solely for Customer's internal back -up and archival purposes only, provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings as originally delivered by Spatialest. 2.4 Delivery. Spatialest shall deliver one (1) copy of the ordered Software and Documentation within ten (10) days after its execution of the applicable Sales Order or on such other date as may be specified in the applicable Sales Order. Delivery shall be deemed to have been made upon (i) transfer of the Software and Documentation by Spatialest to its shipping agent or (ii) receipt of electronic confirmation by Spatialest that the electronic mail to Customer containing the instructions for downloading the Software and Documentation from an FTP site has been sent. 3. FEES; PAYMENT TERMS 3.1 License Fees. In consideration of the licenses granted by Spatialest under this Agreement, Customer agrees to pay Spatialest all license fees set forth on a Sales Order ( "License Fees'. Customer agrees that notwithstanding any other provision of this Agreement, License Fees are fully earned by Spatialest upon delivery of the Software to a designated User, and such License Fees are due and payable by Customer without any further performance by Spatialest. Spatialest is expressly authorized by Customer to deliver the Software and invoice for the Software listed in accordance with the Sales DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 Order upon execution of such Sales Order by the Parties. All licenses granted with respect to any Software and Documentation shall immediately expire on the last day of the License Term. 3.2 Maintenance and Support Fees. For each Maintenance Period, Customer agrees to pay to Spatialest the Maintenance Services fee set forth on a Sales Order ( "Maintenance Fee "). The Maintenance Fee for the initial Maintenance Period shall be the applicable amount set forth on a Sales Order. The Maintenance Fee for each subsequent Maintenance Period shall be equal to Spatialest's then - current Maintenance Fee for the Software. The Maintenance Fee for each such Maintenance Period, except as otherwise specifically set forth on a Sales Order, shall be payable on the later of (i) the commencement date of such Maintenance Period, or (ii) the thirtieth (30th) day following Customer's receipt of Spatialest's invoice for such Maintenance Fee. 3.3 Additional Hardware and Software. Customer is responsible for the purchase or licensing of all additional equipment and software necessary to install and operate properly the Software as detailed in the then - current Documentation. Future versions of the Software and new Spatialest products may require additional equipment and /or software, as well as updated versions of the additional equipment and software. Purchase or licensing of these items, if required, shall be solely the responsibility of Customer. Customer acknowledges that certain third party hardware and software products ( "Third Party Products ") are provided by Spatialest as a 'pass through" to Customer, and such Third Party Products are covered by a warranty offered by the third party hardware or software vendor, not Spatialest. Any such Third Party Products shall be identified as such on the Sales Order. Customer acknowledges and agrees that Spatialest makes no warranty of any kind with respect to such Third Party Products, and agrees to look solely to the applicable vendor for warranty support for such Third Party Products. 3.4 Payment Terms. Customer agrees to pay Spatialest for the Software and Services provided and expenses incurred on the basis and at the rates specified in each Sales Order or SOW, as the case may be. Unless otherwise set forth on the Sales Order or SOW, payment shall be due within thirty (30) days after the date of Spatialest's invoice and shall be made in US Dollars. Customer agrees to pay a late charge of one percent (1 %) per month (or part of a month), or the maximum lawful rate permitted by applicable law, whichever is less, for all amounts, not subject to a good faith dispute, and not paid when due. In addition to paying the applicable fees, Customer shall also pay all pre- approved reasonable travel and out -of- pocket expenses incurred by Spatialest in connection with any Services rendered. 3.5 Taxes. Customer shall be solely and exclusively responsible for the payment of required federal, state and local taxes arising from or relating to the Software and Services rendered hereunder, except for taxes related to the net income of Spatialest and any taxes or obligations imposed upon Spatialest under federal, state and local wage laws. 4. CONFIDENTIALITY 4.1 Confidential Information. During the term of this Agreement, each Party will regard any information provided to it by the other Party and designated in writing as proprietary or confidential to be confidential ('Confidential Information "). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing Party's business and the industry in which it operates, is of a confidential or proprietary nature. For the sake of clarity, the Software is the Confidential Information of Spatialest. The receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to a director, officer, employee, outside consultant, or advisor (collectively "Representatives ") who have DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 a need to know such Confidential Information in the course of the performance of their duties for the receiving Party and who are bound by a duty of confidentiality no less protective of the disclosing Party's Confidential Information than this Agreement. The receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing Party. Each Party accepts responsibility for the actions of its Representatives and shall protect the other Party's Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. The Parties expressly agree that the terms and pricing of this Agreement are Confidential Information and Customer further agrees that it shall not use the Software or Services for the purposes of conducting comparative analysis, evaluations or product benchmarks with respect to the Services and will not publicly post any analysis or reviews of the Software or Services without Spatialest's prior written approval. A receiving Party shall promptly notify the disclosing Party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing Party in enforcing its rights. 4.2 Exclusions. Information will not be deemed Confidential Information hereunder if such information: (i) is known prior to receipt from the disclosing Party, without any obligation of confidentiality; (ii) becomes known to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. The receiving Party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing Party reasonable prior written notice to permit the disclosing Party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure 4.3 Injunctive Relief. Notwithstanding any other provision of this Agreement, both Parties acknowledge that any use of the disclosing Party's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing Party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both Parties agree that, in addition to any other remedy to which the disclosing Party may be entitled hereunder, at law or equity, the disclosing Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law. S. LIMITED WARRANTY 5.1 Software Warranty. Spatialest warrants that (a) for a period of thirty (30) days following the initial delivery of the Software to Customer the Software will perform in conformity with its Documentation, in all material respects, and (b) all Maintenance Services will be provided with reasonable skill and care conforming to generally accepted industry standards. Such warranty does not apply to Software that has been damaged, mishandled, mistreated, altered or used or maintained or stored other than in conformity with the Documentation. If the above warranties are breached, Spatialest will, at its option and at no cost to Customer, (a) provide remedial services necessary to enable the Software or Maintenance Services to conform to the warranty, or (b) replace any defective Software, or (c) refund amounts paid by Customer and received by Spatialest in respect of the defective Software or Maintenance Services. Customer will provide Spatialest with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. Customer will notify Spatialest promptly DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 in writing of any breach of warranty. The remedies set out in this subsection are Customer's sole remedies for breach of the above warranties. 5.2 Professional Services Warranty. Spatialest warrants that any Professional Services provided hereunder shall be provided in a competent manner in accordance with any specifications set forth in the Sales Order or SOW (as the case may be), in all material respects. Spatialest further warrants that any Work Product provided pursuant to any Professional Services engagement shall comply, in all material respects, with the specifications set forth in the applicable Sales Order or SOW. If the Services are not performed as warranted or the Work Product does not so comply, then, upon Customer's written request, Spatialest shall promptly re- perform, or cause to be re- performed, such Professional Services, at no additional charge to Customer. Such warranties and other obligations shall only survive for thirty (30) days following the completion of the Professional Services or the delivery of each applicable portion of the Work Product, as the case may be (provided however, that if a Sales Order or SOW specifies that acceptance testing is applicable then such warranty shall survive for a period of thirty (30) days following Customer's acceptance of such Professional Services or Work Product). Such re- performance shall be Customer's exclusive remedy and Spatialest's sole liability for any such non - performance. If, however, after repeated efforts, Spatialest is unable to remedy such defect in any Professional Services or Work Product, then Customer's sole remedy and Spatialest's entire liability shall be to refund to Customer any amounts previously paid by Customer for the particular deficient portion of the Professional Services or Work Product. 5.3 No Other Warranty. SPATIALEST DOES NOT REPRESENT THAT THE SERVICES OR SOFTWARE WILL BE ERROR -FREE OR THAT THE SERVICES OR SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED. THE WARRANTIES STATED IN SECTION 5 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY SPATIALEST. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES AND SOFTWARE ARE ACCURATE OR SUFFICIENT FOR CUSTOMER'S PURPOSES. 6. LIMITATION OF LIABILITY 6.1 Consequential Damage Waiver. Except as may arise out of either Party's breach of Section 4, neither Party will be liable to the other or any third party for loss of profits, or special, indirect, incidental, consequential or exemplary damages, including lost profits and costs, in connection with the performance of the Services, or the performance of any other obligations under this Agreement, even if it is aware of the possibility of the occurrence of such damages. 6.2 Limitation of Liability. The total cumulative liability of Spatialest to Customer for any and all claims and damages under this Agreement, whether arising by statute, contract, tort or otherwise, will not exceed the Services or Software fees paid by Customer to Spatialest under the Sales Order or SOW for the Services or Software which form the subject of the claim during the six (6) month period immediately preceding the event giving rise to the claim. The provisions of this Agreement allocate risks between the Parties. The pricing set forth in each Sales Order and SOW reflects this allocation of risk and the limitation of liability specified herein. DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 7. TERM 7.1 Term. This Agreement will commence on the Effective Date asset forth above and will continue in effect until otherwise terminated in accordance with Section 7.2 below. The term of each Sales Order shall be set forth on the Sales Order. 7.2 Termination. Notwithstanding the foregoing, either Party may terminate this Agreement or any Sales Order or SOW (i) immediately in the event of a material breach of this Agreement or any such Sales Order or SOW by the other Party that is not cured within thirty (30) days of written notice thereof from the other Party, or (ii) immediately if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. Termination of a Sales Order or SOW shall not be deemed a termination of this Agreement. Termination of this Agreement shall, however, terminate all outstanding Sales Orders and SOWS. Either Party may also terminate this Agreement upon no less than thirty (30) days' prior written notice to the other Party for any reason, if at such time there are no outstanding Sales Orders or SOWs then currently in effect. All rights and obligations of the Parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement and each Sales Order and SOW. 7.3 Effect of Termination. Upon any termination or expiration of this Agreement or any applicable Sales Order or SOW, Spatialest shall no longer provide the applicable Services to Customer and Customer shall cease and cause its Users to cease using the Services and the Software. Except as expressly provided herein, termination of this Agreement by either Party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such Party. Upon termination of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party in its possession. 8. OWNERSHIP; RESTRICTIONS 8.1 Software. Ownership of the Software, any related Documentation, copies, modifications and derivatives of the Software or Documentation (in whole or in part), and all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of Spatialest and /or its licensors. Spatialest reserves all rights not expressly granted by it to Customer under this Agreement. There are no implied rights. 8.2 Restrictions. Customer shall not and shall not allow any third party to decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software or any portion thereof, or otherwise derive its source code; (ii) modify, translate, or create derivative works of the Software or Documentation; (iii) sell, lease, license, sublicense, copy (except as permitted in Section 1.2 above), market or distribute the Software or Documentation; or (iv) use the Software for any timesharing, service bureau, subscription, rental or similar uses without the express prior written consent of Spatialest in each instance or use the Software on behalf of any third party. Customer shall take all reasonable precautions to prevent unauthorized or improper use or disclosure of the Software. Unless otherwise expressly set forth on a Sales Order, the Software may only be accessed and used by Customer and its Users; provided, however, that Customer shall take appropriate action, by instruction or agreement, to ensure that the Software is being used by such Users in accordance with the terms and conditions of this Agreement. Customer shall be liable for any breach of this Agreement by any of its Users. 8.3 Audit. Spatialest may, upon written notification to Customer, perform an audit, not more than once per twelve (12) month period, of Customer's use of the Software and Documentation and DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 Customer's compliance with the provisions of this Agreement. Any such audit shall be made at Spatialest's expense and shall occur during the Customer's normal business hours. Spatialest shall notify Customer, in writing, ten (10) business days prior to such audit. Such audit shall not unreasonably interfere with Customer's business operations and Customer agrees to cooperate with Spatialest in any such audit. 8.4 Work Product. Except as otherwise set forth on an SOW or Sales Order, Customer will have a non - exclusive, non - transferable (except as set forth in Section 10.2) license to use any Work Product developed by Spatialest in the performance of the Services and delivered to Customer, upon Customer's payment in full of all amounts due hereunder, solely for Customer's internal use in connection with the Hosted Service. Spatialest retains ownership of all information, software and other property owned by it prior to this Agreement or which it develops independently of this Agreement and all Work Product compiled or developed by Spatialest in the performance of this Agreement. 8.5 Export; Government Restricted Rights. Customer acknowledges that the export of any Software is subject to export or import control and Customer agrees that any Software or the direct or indirect product thereof will not be exported (or re- exported from a country of installation) directly or indirectly, unless Customer obtains all necessary licenses from the U.S. Department of Commerce or other agency as required by law. The Software and the Documentation have been developed at private expense and are sold commercially. They are provided under any U.S. government contracts or subcontracts with the most restricted and the most limited rights permitted by law and regulation. Whenever so permitted, the government and any intermediate buyers will obtain only those rights specified in Spatialest's standard commercial license. Thus, the Software referenced herein, and the Documentation provided by Spatialest hereunder, which are provided to any agency of the U.S. Government or U.S. Government contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by FAR 52.227 -19 (June 1987) or DFARS 227.7202 -3(a) (Jan. 1, 2000) or successor regulations 9. INDEMNIFICATION 9.1 Spatialest Indemnification. Subject to Section 9.2 below, Spatialest will indemnify, defend and hold Customer harmless from and against any and all Losses incurred arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against Customer alleging that the use of the Software or Work Product as permitted hereunder infringes any United States patent, copyright or trademark, or constitutes a misappropriation of a trade secret of a third party. Excluded from the above indemnification obligations are claims to the extent arising from (a) use of the Software or Work Product in violation of this Agreement or applicable law, (b) use of the Software or Work Product after Spatialest notifies Customer to discontinue use because of an infringement claim, (c) modifications to the Software or Work Product made other than by Spatialest (where the claim would not have arisen but for such modification), (d) the combination, operation, or use of the Software or Work Product with materials which were not provided by Spatialest, to the extent that Customer's liability for such claim would have been avoided in the absence of such combination, operation, or use; or (f) compliance by Spatialest with Customer's custom requirements or specifications if and to the extent such compliance with Customer's custom requirements or specifications resulted in the infringement. If the Software or Work Product are held to infringe, Spatialest will, at its own expense, in its sole discretion use commercially reasonable efforts either (a) to procure a license that will protect Customer against such claim without cost to Customer; (b) to replace the Software or Work Product with non - infringing Software or Work Product; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement or the applicable Sales Order or SOW and refund to the Customer any licensee DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 fees paid for the Software or Work Product (as depreciated over a five year straight line basis) and any prepaid unused Maintenance Services fees. The rights and remedies granted Customer under this Section 9.1 state Spatialest's entire liability, and Customer's exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party, whether arising under statutory or common law or otherwise. 9.2 Indemnification Procedure. The indemnified party shall (i) promptly notify Spatialest in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove Spatialest's obligation except to the extent it is prejudiced thereby, and (ii) allow Spatialest to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that Spatialest shall not settle any claim without the indemnified party's prior written consent (such consent not to be unreasonably withheld or delayed). The indemnified party shall also provide Spatialest with reasonable cooperation and assistance in defending such claim (at Spatialest's cost). 10. MAINTENANCE SERVICES 10.1 Maintenance Generally. Customer may purchase Maintenance Services for the Software for so long as Spatialest continues to maintain such Software generally, in accordance with Spatialest's then current maintenance and support policies as described below. Spatialest's Maintenance Services are provided only for the standard version of the Software made generally available by Spatialest and do not apply to any custom software deliverables that may be provided by Spatialest to Customer as part of Professional Services. 10.2 Telephone Support. Spatialest technical support offers the Customer a single point of contact for all product support questions. The Customer will call the technical support hotline and the call coordinator will work to address Customer issues. Support is provided for the then current and one prior Upgrade of the Software. Customer shall at all times maintain two (2) appropriately qualified persons as its designated support representatives and keep Spatialest informed of their identities. Support calls to Spatialest shall be routed through such representatives. 10.3 Maintenance. Updates and Upgrades are available to purchasers of Maintenance Services who are paid up on Maintenance Services fees, upon a request of such Customer. Spatialest reserves the right to address defects in the next release of a product. Spatialest will not be responsible to provide service or support when the problem is the result of faulty hardware or software that (i) Spatialest did not provide or (ii) Spatialest has not contracted with Customer to support under this agreement. Spatialest reserves the right to bill Customer for such non - supported service at Spatialest's standard time and material charges for services that fulfill this criteria. Maintenance services are not on -site services. If Customer needs or desires on -site maintenance services, such services are available at Spatialest's standard time and material charges. For purposes of the foregoing, "Updates" mean interim releases of the Software incorporating standard maintenance, improvements, patches, error corrections and enhancements that are provided by Spatialest to customers who subscribe to Spatialest's Maintenance Program. Updates are designated by all digit(s) to the right of the decimal point (e.g., 3.x.x), and the content and timing of all Updates shall be decided upon by Spatialest in its sole discretion and "Upgrades" mean full product releases of the Software, which contain substantial functional enhancements. Upgrades are also provided by Spatialest to customers who subscribe to Spatialest's Maintenance Program. Upgrades are designated by the digit to the left of the decimal point (e.g., x.0), and the content and timing of all Upgrades shall be decided by Spatialest in its sole discretion. DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 Upgrades do not include any products that are marketed and priced separately by Spatialest or which Spatialest does not make available to its customers who subscribe to Spatialest's Maintenance Program. 11. GENERAL PROVISIONS 11.1 Entire Agreement and Controlling Documents. This Agreement, including all Exhibits hereto and all Sales Orders and SOWs, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns. Only a written instrument that refers to this Agreement or the applicable Sales Order or SOW and that are duly signed by the authorized representatives of both Parties may amend this Agreement or such Sales Order or SOW. Any inconsistent or conflicting terms and conditions contained in any purchase order issued by Customer shall be of no force or effect, even if the order is accepted by Spatialest. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof. 11.2 Assignment. This Agreement shall be binding upon and for the benefit of Spatialest, Customer and their permitted successors and assigns. Either Party may assign this Agreement and all Sales Orders without consent of the other Party to an Affiliate of such party or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets or business to which this Agreement relates provided that it gives the other Party prompt written notice of such assignment and the assignee is or otherwise agrees in writing to be bound by the terms and conditions of this Agreement. Except as expressly stated in this Agreement, neither Party may otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party, and any attempted assignment or delegation without such consent will be void. Spatialest may use independent contractors or subcontractors to assist in the delivery of Services; provided, however, that Spatialest shall remain liable for the actions or omissions of such independent contractors or subcontractors and for the payment of their compensation 11.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina USA without regard to its conflict of law provisions. 11.4 Headings. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. 11.5 Relationship of the Parties. Spatialest and Customer are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party's name or on its behalf. 11.6 Publicity. Neither Party will use, publicize, or issue any press release which includes the name, trademarks, or other proprietary identifying symbol of the other Party without the prior written consent of the other Party; provided, that Spatialest may include Customer's name and logo on lists of selected Customers. 11.7 Force Majeure. Except for the obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non - performing Party. 11.8 Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, or (iii) five (5) business days after the mailing date whether or not actually received, if sent by U.S. certified mail, return receipt requested, postage and charges pre -paid or any other means of rapid mail delivery for which a receipt is available, to the address of the Party set forth on the applicable Sales Order. Either Party may change its address by giving written notice of such change to the other Party. 11.9 No Third Party Beneficiaries. Nothing contained in this Agreement is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a Party to any such person. 11.10 Counterpart and Facsimile Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, but all of which together shall constitute but one and the same instrument. Signatures to this Agreement transmitted by facsimile, by electronic mail in "portable document format" ( ".pdf "), or by any other electronic means which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature. 11.11 Waiver and Severability. Performance of any obligation required by a Party hereunder may be waived only by a written waiver signed by an authorized representative of the other Party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either Party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted. DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 �� � SP atialest Spatialest Sales Order Orange County, NC Spatialest Inc. 101 North Woodland Blvd DeLand FL 32720 info @spatialest.com www.spatialest.com US: 617 418 4531 Intl: +44 2870 342235 UK: 02870 342235 DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 Sales Order No.1 A. Product Description March 31St 2018 Item Description 1. Spatialest by Spatialest Inc Spatialest uses comparable sales information, property characteristics, and location to produce estimates of value. It combines statistical analysis within the power of a map interface enabling both novice and advanced users to generate high quality accurate appraisal analysis. Item Description 2. Comper by Spatialest Comper is a revolutionary online Comparable Sales selector. Comper helps validate or present assessment information, assists with appeal management and improves accessing or disseminating property information. The associated Comp Grid allows the appraisers to make adjustments to the comps and generate a value. It provides the ability for appraisers to generate their own URAR form /Fee Appraiser s le report. Item Description 3. Comper for Citizen Comper for Citizen is an interactive map -based application that offers appeal management functionality. It allows the taxpayer to view their property alongside similar properties that have sold nearby and select the sales evidence they feel best represents their own property. Item Description 4. PRC by Spatialest Inc Property Record Card consolidates your entire parcel and property details in a single place offering 'one stop shop' access for staff and citizens alike. Any data can be included to provide one source of reliable information. Deeds, Permits, Sales, Ownership and more all in one place. PRC enhances Citizens engagement and promotes the transparency of the tax office. DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 B. License Fees Item Description Cost ($) 1. Spatialest 17,000 2. Annual License Product Updates, Support & Maintenance Nil 2. Comper 12,000 4. Annual License (Hosting, Data Updates, Support & Maintenance) 15,500 3. Comper for Citizen Waived Annual License (Hosting, Data Updates, Support & Maintenance 4. PRC 12,500 Annual License (Hosting, Data Updates, Support & Maintenance) C. Implementation Item Description Cost ($) 1. Comper 3,000 2. Setup, Data Integration, Testing & Deployment Nil 2. Comper for Citizen Waived 4. Setup, Data Integration, Testing & Deployment 15,500 3. PRC 3,000 Setup, Data Integration, Testing & Deployment D. Professional Services Fees Item Description Cost ($) 1. Spatialest Training (Customized for Orange County) 15,000 2. Additional On -site consultancy $1500 per day Nil 3. Additional Off -site Consultancy $1000 per day Nil E. Total Costs Year 1 Item Description Cost ($) 1. Spatialest 32,000 2. Comper 15,000 3. Comper for Citizen Waived 4. PRC 15,500 DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 Subsequent Years Item Description Cost ($) 1. Spatialest 17,000 2. Comper 121000 3. Comper for Citizen Waived 4. PRC 12,500 F. Payment Item Description The Annual fee for Year One of $62,500 is due March 31St, 2018. The full 1. annual fee of $41,500 is due March 31St every year thereafter. All travel and expenses incurred in the US are billed at cost. G. Term Item Description The Initial Term of this Sales Order commences on March 31St 2018 and 1. continues in effect for a period of one (1) year. Upon expiration of the Initial Term, this Sales Order shall automatically renew for successive periods of twelve (12) months each (each a "Renewal Term "), unless either Party provides written notice to the other Party of its intent not to renew at least thirty (30) days prior to expiration of the Initial Term or any then current Renewal Term. The waived fee for Comper for Citizen is valid while a license for Spatialest, Comper and PRC are in place. DocuSign Envelope ID: BCBF3214- OCEA- 41A3- 96E1- A7CEF7529B79 Spatialest and Customer have caused this Sales Order to be executed as a document under seal by their duly authorized representatives as of March 31St, 2018. Spatialest Inc. Orange County Tax Administration DocuSigned by: DocuSigned by: By : E By: �Wavu- bvivusbvu SECD96EEAOB1445... 5EDD78428EB34BF... Name: Ashley Moore Name: Dwane Brinson Title: CEO Title: Director, Orange County Tax Administration