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HomeMy WebLinkAbout2018-628-E Emergency Svc - Geopliant CrisisTrackRevised 2/17 1 [Departmental Use Only] TITLE Crisis Damage FY 2017/2018 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 5th day of January, 2018, (“Effective Date”) by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), party of the first part; and Geopliant, LLC (the "Provider"), party of the second part; W I T N E S S E T H: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials (hereinafter referred to collectively as “Services”) to be furnished under this Agreement are as follows: Geopliant LLC License and Service Agreement (Attachment A) and the Quote (Attachment B) The term of this agreement rendered shall be from 1/8/2018 to 1/7/2021. 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 to the satisfaction of the County. Provider shall be responsible for all errors or omissions, 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. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1.Payment: TheCounty agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed thirteen thousand seven hundred dollars, ($13,700). Payment shall be made within thirty (30) days of an invoice properly submitted to County. 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. 2.Non–waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3.Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider’s acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4.Insurance: 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 DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59 Revised 2/17 2 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. 5.Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. 6.Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to the Provider. 7.Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8.Priority: In determining the basic services to be provided, should any documents be referenced in or attached to 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. 9.Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. 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 anti-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.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement 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. By executing this Agreement Provider affirms that Provider is 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, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 10.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. 11.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 DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59 Revised 2/17 3 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. [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59 Revised 2/17 4 IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ County Manager Title: ________________________ 200 S. Cameron St. John Maylie - President P.O. Box 8181 Geopliant, LLC Hillsborough, NC 27278 901 N Monroe St, Suite 1209, Arlington, VA 22201 DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59     ATTACHMENT A. GEOPLIANT LLC LICENSE AND SERVICE AGREEMENT THIS LICENSE AND SERVICE AGREEMENT (“AGREEMENT”) BETWEEN GEOPLIANT LLC AND ORANGE COUNTY NC GOVERNS YOUR PURCHASE AND USE OF OUR SERVICES. PLEASE READ THIS AGREEMENT CAREFULLY. BY SIGNING THIS AGREEMENT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. This Agreement is effective as of the date the Agreement is signed by both parties (the “Effective Date”). 1. DEFINITIONS a) “Account” refers to the Service plans and features selected by You at the time of enrollment and accepted by Us, as such plans and features may change by mutual consent of the parties. b) “Erase” and “Erasure” refer to the destruction of data so that no copy of the data remains or can be accessed or restored in any way. c) “Licensed Software” is the cloud-based, Geopliant-hosted software, accessible from the Website by Customer for access and use only in accordance with this Agreement. d) “Materials” refers to written and graphical content provided by or through the Service, including, without limitation, text, photographs, illustrations, and designs, whether provided by Us, another customer of the Service, or any other third party. e) “Project Data” refers to data in electronic form collected through the Services from Your customers or other third parties, or collected or accessible directly from You. f) “Service” refers to Our Crisis Track service. The Service includes such features as are set forth in the quotation provided by Geopliant, LLC, attached as Attachment B to this Agreement (the “Quote”). g) “Territory” shall be as defined in the Quote. h) “User” refers to a person accessing the Service on your behalf including, without limitation, any employee, sub-jurisdiction employee, or volunteer assigned by You to use the Service. i) "We," "Us," "Our," or “Geopliant” refers to Geopliant, LLC. j) “Website” refers to the content located at www.crisistrack.com k) "You," "Your," or “Customer” means the legal entity identified above. l) “Your Data” refers to data in electronic form uploaded by You, or input or collected through the Service by or from You. m) “User Guide” refers to the content located at www.crisistrack.com/ctc2/docs/ConsoleGuide.html 2. LICENSE GRANT. Geopliant hereby grants to the Customer a non-exclusive, non-transferable, limited license to use the Licensed Software in the Territory during the Term solely in accordance with the terms and conditions of this Agreement. 3. SCOPE OF USE a) Access. The Customer shall be permitted to access and use the Licensed Software for an unlimited number of Users. Users may remotely access and use the Licensed Software from any desktop computer. The Licensed Software may also be accessed through installation and use of Geopliant’s mobile application, which is subject to additional terms of service. b) Permitted Use. The Customer shall use the Licensed Software and Services solely for the purpose of hosting data and in order to conduct damage assessments, disaster recovery management, and Search and Rescue operations management (the “Permitted Use”), except as otherwise expressly provided in this Agreement. Geopliant may deny any individual access to the Licensed Software on written notice to the Customer if Geopliant, in its reasonable discretion, possesses credible information to substantiate that the person's use of the Licensed Software would violate any provision of this Agreement, regardless of whether Customer designated that person as an Authorized User. DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59  00631494-4 2 Crisis Track License and Service Agreement c) Responsibilities of Use by Customer. Customer shall: (i) be responsible for Users’ compliance with this Agreement; (ii) solely be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data; (iii) use reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use; and (iv) use the Services only in accordance with the User Guide, applicable laws, and federal and state government regulations. 4. USE RESTRICTIONS The Customer shall not, and shall not permit any Users, representatives or third parties to, in any manner to: a) modify, alter, amend, fix, translate, enhance or otherwise create derivative works of the Licensed Software; b) reverse engineer, disassemble, decompile, decode or adapt the Licensed Software, or otherwise attempt to derive or gain access to the source code of the Licensed Software, in whole or in part, except as and only to the extent this restriction is prohibited by law; c) remove, disable, or otherwise create or implement any workaround to, any security features contained in the Licensed Software; d) remove, delete or alter any trademarks, copyright notices or other Intellectual Property Rights notices of Geopliant or its Licensors, if any, from the Licensed Software; e) copy the Licensed Software, in whole or in part; f) use the Licensed Software for purposes of competitive analysis of the Licensed Software, the development of a competing software product or service or any other purpose that is to Geopliant's commercial disadvantage; g) make the Services available to anyone other than Users; or h) in any other way attempt to interfere with the functioning of any computer, communications system, or website. 5. DELIVERY Geopliant shall make access to the Licensed Software available electronically via the Website, as a downloadable application or by other means as identified in the Quote, to the Customer within fifteen (15) business days after the Effective Date. 6. FEES a) License Fees. In consideration of the rights granted to the Customer under this Agreement, the Customer shall pay to Geopliant the fees set forth in the Fee Schedule attached hereto as Attachment B in accordance with the terms of this Section 6, and Attachment B. If the Term is renewed for any Renewal Term(s) pursuant to Section 13, the Customer shall pay the then-current license fees that Geopliant charges for the Licensed Software during the applicable Renewal Term, which may be changed in Geopliant’s sole discretion. b) Service Fees. In consideration of the services to be performed under this Agreement, Customer shall pay to Geopliant the fees set forth in Attachment B, in accordance with the terms of this Section 6 and Attachment B. If the Term is renewed for any Renewal Term(s) pursuant to Section 13, the Customer shall pay the then-current Service fees that the Customer charges for the Licensed Software during the applicable Renewal Term, which may be changed in Geopliant’s sole discretion. c) Payment Terms. The Customer shall pay 100% of the license fees due and owing under this Agreement within thirty (30) days after the Effective Date. All payments hereunder shall be in US dollars and made by check or wire transfer and payable to GEOPLIANT, LLC, 901 N. Monroe St., Suite 1209, Arlington, VA 22201. d) Geopliant shall provide Customer a new Fee Schedule for each new Term, not later than March 1st prior to the expiration of the then current Term. DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59  00631494-4 3 Crisis Track License and Service Agreement 7. SERVICES Geopliant shall: a) provide Our reasonable support for the purchased Services to You at no additional charge, b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least eight (8) hours’ notice via the Services), or (ii) any unavailability caused by any Force Majeure Event as set forth in Section 14(d), and c) provide the Services only in accordance with applicable laws and government regulations. 8. DATA MANAGEMENT a) Access, Use, & Legal Compulsion. Unless We receive Your prior written consent, We: (i) will not access or use Project Data other than as necessary to facilitate the Services; and (ii) will not give any third party access to Project Data. Notwithstanding the foregoing, We may disclose Project Data as required by applicable law or by proper legal or governmental authority. We will give You prompt notice of any such legal or governmental demand and reasonably cooperate with You in any effort to seek a protective order or otherwise to contest such required disclosure, at Your expense. b) Your Rights. You possess and retain all right, title, and interest in and to Project Data, and Our use and possession thereof is solely as Your custodian. You may access and copy any Project Data in Our possession at any time, through the Service. We will facilitate such access and copying promptly after Your request. c) Retention & Deletion. We will retain any Project Data in our possession until Erased (as defined below) pursuant to this Subsection 8(c). We will Erase: (i) any or all copies of Project Data promptly after Your written request; and (ii) all copies of Project Data no sooner than 30 business days after termination of this Agreement and no later than 180 business days after such termination. Notwithstanding the foregoing, You may at any time instruct Us to retain and not to Erase or otherwise delete Project Data, provided You may not require retention of Project Data for more than 180 business days after termination of this Agreement. Promptly after Erasure pursuant to this Subsection 8(c), We will certify such Erasure in writing to You. d) Individuals’ Access. We will not allow any of our employees to access Project Data, except to the extent that an employee needs access in order to facilitate the Services and executes a written agreement with Geopliant agreeing to comply with Our obligations set forth in this Section 8. e) Compliance with Law & Policy. We will comply with all applicable federal and state laws and regulations in provision of the Services. f) Leaks. We will promptly notify You of any actual or potential exposure or misappropriation of Project Data (any “Leak”) that comes to Our attention. We will cooperate with You and with law enforcement authorities in investigating any such Leak. We will likewise cooperate with You and with law enforcement agencies in any effort to notify injured or potentially injured parties. 9. GEOPLIANT PROPRIETARY RIGHTS a) Ownership. The Customer acknowledges and agrees that the Licensed Software is being licensed, not sold, to the Customer by Geopliant. The Customer further acknowledges and agrees that it shall not acquire any ownership interest in the Licensed Software under this Agreement, and that Geopliant reserves and shall retain its entire right, title and interest in and to the Licensed Software and all intellectual property rights arising out of or relating to the Licensed Software except as expressly granted to the Customer in this Agreement. The Customer shall promptly notify Geopliant if the Customer becomes aware of any possible third-party infringement of Geopliant's intellectual property rights arising out of or relating to the Licensed Software and fully cooperate with Geopliant in any legal action taken by Geopliant against third parties to enforce its Intellectual Property Rights. The Customer shall use reasonable efforts to safeguard the Licensed Software from infringement, misappropriation, theft, misuse or unauthorized access. DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59  00631494-4 4 Crisis Track License and Service Agreement b) IP in General. We retain all right, title, and interest in and to the Service, including without limitation all intellectual property used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant You any intellectual property rights in or to the Service or any of its components other than the limited license to use the Licensed Software. 10. REPRESENTATIONS AND WARRANTIES a) Mutual Representations. Each Party represents to the other Party that it: (i) is an entity duly organized and validly existing under the laws of its jurisdiction of organization; (ii) is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for purposes of this Agreement; (iii) has all necessary power and authority to negotiate, execute, deliver and perform its obligations under this Agreement; and (iv) has no pending or threatened claim or litigation known to You that would have a material adverse impact on Your ability to perform as required by this Agreement b) Disclaimers. THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND GEOPLIANT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE, MEDIA AND ANY OTHER SERVICES AND MATERIALS PROVIDED TO THE CUSTOMER UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, GEOPLIANT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE LICENSED SOFTWARE WILL MEET THE CUSTOMER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES (EXCEPT AS EXPRESSLY SET FORTH IN THE MATERIALS), OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) WE HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; AND (II) WE DO NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR IMMATERIAL INTERRUPTION. YOU AGREE THAT GEOPLIANT HAS NO LIABILITY WITH RESPECT TO YOUR USE OF THE SOFTWARE OR YOUR RELIANCE THEREON AND IN NO EVENT SHALL GEOPLIANT BE LIABLE FOR INCOMPLETE OR INACCURATE DATA CONTAINED IN THE SOFTWARE. YOU FURTHER AGREE TO HOLD GEOPLIANT HARMLESS FOR INCIDENTAL OR CONSEQUENTIAL OCCURENCES RESULTING FROM YOUR IMPROPER RELIANCE ON THE DATA CONTAINED IN THE SOFTWARE. c) Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface. You must obtain prior authorization by Us if you use Services in public websites. You may be restricted on the number of page views by visitors to those websites. 11. RESPONSIBILITY OF THE PARTIES Geopliant agrees that it shall be responsible for its agents’ and employees’ acts and omissions within the scope of their duties under this Agreement which cause injury to persons or property, subject to the limitations of this Agreement. Customer shall be responsible for its agents’ and employees’ acts and omissions within the scope of their duties which cause injury to persons or property. Nothing herein shall be deemed as a waiver of sovereign immunity or other defense available to the Customer or Geopliant. DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59  00631494-4 5 Crisis Track License and Service Agreement 12. LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY LAW AND WITHOUT WAIVER OF SOVEREIGN IMMUNITY, IN NO EVENT: a) WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE YEAR OF FEES ACTUALLY PAID BY YOU AND (b) WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT GEOPLIANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 12, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE. 13. TERM AND TERMINATION a) Term. This Agreement shall commence on the Effective Date and, unless otherwise agreed to in the Quote and shall continue thereafter for a period of 12 months (the “Term"), unless terminated earlier pursuant to any of the provisions of this Agreement. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional successive 12 month terms, or for such shorter period as may result from termination pursuant to an express provision hereof, unless either Party provides written notice of nonrenewal at least 30 days prior to the end of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term"). If the Term is renewed for any Renewal Term(s) pursuant to this Section 13, the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms in effect immediately prior to such renewal, subject to any change in the amount of license fees payable hereunder by the Customer during the applicable Renewal Term as set forth in Section 6. In the event either Party provides timely notice of its intent not to renew this Agreement, then, unless otherwise terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-current Term. b) Termination. This Agreement may be terminated prior to the expiration of the Term on written notice: (i) by Geopliant, if the Customer fails to pay any amount when due hereunder and such failure continues for five (5) business days after the Customer's receipt of written notice of nonpayment; (ii) by either party, if the other party commits a material breach of any provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching party within fifteen (15) days after the receipt of written notice of such breach. c) Effect of Termination. The expiration or termination of this Agreement, for any reason, shall not release either Party from any liability to the other Party, including any payment obligation, that has already accrued hereunder. On the expiration or termination of this Agreement, for any reason, the Customer shall immediately discontinue use of the Licensed Software. Customer, in its sole discretion, may also terminate this Agreement for any reason by providing no less than 30 days advance notice, and in such cases, all fees that have already paid by Customer shall not be refunded and any fees then-due to Geopliant shall be paid by Customer. d) Survival. The provisions of Sections 4, 10, 11, 12, 13, and 14(f) shall survive the expiration or earlier termination of this Agreement for any reason. 14. MISCELLANEOUS a) Notices. We may send notices pursuant to this Agreement to the Customer Representative identified in Attachment B. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the Quote in Attachment B (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59  00631494-4 6 Crisis Track License and Service Agreement Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. b) Amendment. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party to this Agreement. Notwithstanding the foregoing, We may amend the Privacy Policy at any time by posting a new version at the Website. c) No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement. d) Force Majeure. Excepting only Customer's payment obligations under this Agreement, neither Party shall be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to any cause beyond its reasonable control, including strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or Customer equipment, loss and destruction of property or any other circumstances or causes beyond such Party's reasonable control (each, a “Force Majeure Event”). e) Assignment & Successors. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties. f) Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the Commonwealth of Virginia, without reference to such its principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts having jurisdiction over Arlington, Virginia. g) Severability. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. h) Conflicts among Attachments. In the event of any conflict between this Agreement and any of Our policies posted online, including without limitation the Website Terms of Use and Privacy Policy, the terms of this Agreement will govern. i) Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications. j) Exhibits List. The following exhibits are hereby incorporated in this Agreement by reference and made a part hereof: (i) Attachment B: Customer’s Quote DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59 DocuSign Envelope ID:Al FBB564-E645-46C0-9C14-EFF16AB19E59 Crisis Tra c Date Geopliant,LLC Attachment 6: QUOTE Dec 28,2017 901 N.Monroe St.Ste. 1209 Expiry ARLINGTON VA 22201 Orange County,NC Jan 31,2018 UNITED STATES Attention:Kirby Saunders Quote Number 131 West Margaret Lane QU-161067 HILLSBOROUGH NC 27278 Tax ID 461732464 Item Description Quantity Unit Price Tax Amount USD CTDM13 Crisis Track Disaster Management is an annual 3.00 3,600.00 Tax Exempt 10,800.00 subscription based on the population of your jurisdiction.The subscription provides you with an unlimited number of users to collect and view disaster management data within your jurisdiction's boundary.Your subscription includes technical support via email Monday through Friday 8:00am—5:00pm. CTRAIN02 Crisis Track System Setup and Onsite Training will 1.00 2,900.00 Tax Exempt 2,900.00 initialize the Crisis Track system and provide up to six hours of training.Initializing the Crisis Track System includes one upload of your jurisdictions GIS and/or tax data,employee lists,and equipment lists.The Onsite Training will consist of three two-hour training sessions at your facilities: one for Road/Debris Assessments,one for Building Assessments,and one for administrators on setting up the Crisis Track system. Subtotal 13,700.00 TOTAL USD 13,700.00 Terms 00631494-4xAC2B5 Territory is Orange County,NC DocuSign Envelope ID:Al FBB564-E645-46C0-9C14-EFF16AB19E59 Terms are Jan 8,2018-Jan 7,2021 Client will be invoiced annually DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE THISCERTIFICATEISISSUEDASAMATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER.THIS CERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND,EXTENDORALTERTHECOVERAGEAFFORDEDBYTHEPOLICIES BELOW.THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEACONTRACTBETWEENTHEISSUINGINSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:IfthecertificateholderisanADDITIONALINSURED,thepolicy(ies)musthaveADDITIONALINSUREDprovisionsorbeendorsed. IfSUBROGATIONISWAIVED,subjecttothetermsandconditionsofthepolicy,certainpoliciesmayrequireanendorsement.Astatementon this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACTPRODUCERNAME: PHONEFAX(A/C, No, Ext):(A/C, No): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGENAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THISISTOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIOD INDICATED.NOTWITHSTANDINGANYREQUIREMENT,TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHIS CERTIFICATEMAYBEISSUEDORMAYPERTAIN,THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADDLSUBR POLICY EFFPOLICY EXPTYPE OF INSURANCEPOLICY NUMBER LIMITSLTRINSDWVD(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE$ DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY$ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO-POLICYLOC PRODUCTS - COMP/OP AGG$JECT OTHER:$ COMBINED SINGLE LIMITAUTOMOBILE LIABILITY $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNEDSCHEDULEDAUTOS ONLYAUTOS BODILY INJURY (Per accident)$ PROPERTY DAMAGEHIREDNON-OWNED (Per accident)$AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE$ EXCESS LIAB CLAIMS-MADE AGGREGATE$ DEDRETENTION$$ PEROTH-WORKERS COMPENSATION STATUTEERAND EMPLOYERS' LIABILITY Y / NANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$N / AOFFICER/MEMBER EXCLUDED?(Mandatory in NH)E.L. DISEASE - EA EMPLOYEE$ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDERCANCELLATION SHOULDANYOFTHEABOVEDESCRIBEDPOLICIESBECANCELLEDBEFORE THEEXPIRATIONDATETHEREOF,NOTICEWILLBEDELIVEREDIN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Erica Berger GEOPL-1OP ID: EBER 12/05/2017 703-361-3191Donna Roche Brown & Brown Ins Agency VA-JS 11220 Assett Loop, Ste 304Manassas, VA 20109Erica Berger 703-361-3191703-361-5182 droche@bbdcmetro.com Sentinel Insurance Company LTD11000 Hartford Accident & Indemnity22357Geopliant, LLC 901 N. Monroe Street #1209 Arlington, VA 22201 Lloyd's A X 1,000,000 X 1,000,000X42SBAPG442603/18/201703/18/2018 10,000 1,000,000 2,000,000 2,000,000 A 1,000,000 42SBAPG442603/18/201703/18/2018 XX B X 42WECCU125509/14/201709/14/2018 500,000 500,000 500,000 C CYBER LIABILITYUCS272636209/10/201709/10/2018 Limit1,000,000 Retention5,000 Orange County North Carolina is included as additional insured under thegeneral liability policy as required by written agreement. ORANGEC Orange County North Carolina 200 S. Cameron Street Hillsborough, NC 27278 DocuSign Envelope ID: A1FBB564-E645-46C0-9C14-EFF16AB19E59