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HomeMy WebLinkAbout2019-018-E IT - Automon LLC Criminal Justice software DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 [Departmental Use Only] TITLE CJRM Software-AIMS FY 2016-2017 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 14th day of January, 2019, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Automon, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type ofproject): Drug Treatment Case Management Software ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 12/18 1 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it 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. 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. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Please refer to: 1)Attachment A - Purchased Services, 2) Attachment B - DescriptionofServices, 3) Attachment C - Project Rollout Plan, 4) Attachment D - Service Level Agreement and 5) Attachment E - Cyber Liability Certificate 4. Duration of Services a. Term. The term of this Agreement shall be from 01/14/2019 to 01/06/2024. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 12/18 2 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 01/14/2019. 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 (i) First Year payment of Five thousands dollars ($5000.00) [One thousand dollars ($1,000.00) for implementation and four thousand dollars ($4,000.00) for first year software subscription] (ii) Ongoing Annual software subscription costs: year 2: $4,160.00, year 3: $4,326.40, year 4: $4,499.00, year 5: $4,679.00 for a total not to exceed twenty two thousand six hundred sixty five dollars Dollars ($22,665.00). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Jim Northrup) 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. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If Revised 12/18 3 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of Cyber Liability(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a Revised 12/18 4 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran eg countync. og v/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended Revised 12/18 5 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable 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. i. Si_ atures. 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. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Jim Northrup Automon LLC P.O. Box 8181 6621 N. Scottsdale Road Hillsborough,NC 27278 Scottsdale, AZ 85250 [SIGNATURE PAGE TO FOLLOW] Revised 12/18 6 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: Doc u5igned by: DocuSigned by: 66ZnJAA, f-MKACY x(" UV Sof ash 1/14/2019 By 06379946755E477... -"- [[ B ' A544FF98C55A4CF.. County Manager Scot Asher, Vice President, Automon LLC. Revised 12/18 7 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 A Attachment A-Purchased Services A u t o M o n CE CONNECT ORDER FORM Order Form No.: OCDC07182018(1) Customer Name: Orange County (NC) Drug Treatment Courts — Criminal Justice Resource Department Project Name: Orange County (NC) Drug Treatment Courts — Criminal Justice Resource Department—AIMS Subscription Customer Contact: Paul Atherton, (919) 245-2305, patherton@orangecountynL.gov AutoMon Contact: Lex Meola, (480) 368-8555 ext. 128, Lmeola@automon.com Order Form Date: 1/3/2019 Order Form Expiration Date: 3/31/2019 Capitalized terms used herein but not defined in this Order Form have the meanings given to them in the Master Subscription Agreement for Ce Connect Products. Purchased Services — Annual Subscription Fees Annual Licensed Product(s) Per/Program (Yes/No) Description Line Amount Charge Start/End Dates TBD (1-year duration)— AIMS $4,000.00 Yes Unlimited use of AIMS, limited for exclusive use by Orange County(NC) $4,000.00 Drug Treatment Courts—Criminal Justice Resource Department. Purchased Services, Subtotal $4,000.00 Purchased Services Subtotal $4,000.00 AUTOMATIC RENEWAL: ❑x Purchased Services WILL automatically renew for successive one (1)year periods. ❑ Purchased Services WILL NOT automatically renew and shall expire at the end of the current term. Ce Connect Order Form Page 11 1/3/2019 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 oAuto Mon PAYMENT TERMS: Invoice shall be issued upon Go-live. All invoices are due Net 30 Days. GENERAL NOTES: • The pricing, discounts and inclusions shown in this Order Form are subject to revocation if a signed Order Form is not received by AutoMon before the close of business on the Order Expiration Date set forth above. • Purchased Services shall automatically renew at the end of the current term. • Annual Subscription shall include software license, Hosting (Microsoft Azure Government), updates, upgrades, Maintenance and Support as defined in the Master Subscription Agreement. • Additional work or services requested, such as customizations, localization tasks or interoperability with third-party systems, shall be billed as Time & Materials at $200.00 an hour and will require a separate Work Order. The Annual Subscription Fee(s) may be subject to a 20% annual services surcharge and will be reflected in the Work Order provided to the Customer. • Proposed Ce Connect Product(s) and Service(s) is for the exclusive use by Orange County(NC) Drug Treatment Courts—Criminal Justice Resource Department. • Annual Subscription rates are subject to annual price escalation equal to 4%for any renewal or extended term. • AutoMon Software Maintenance Services, Customer Handbook, Version 6.0 Effective Date: January 11, 2017 is incorporated by reference to this Order Form. By signing below, I represent that I am validly authorized to enter into this Order Form and related Master Subscription Agreement and accept their terms and conditions. Orange County (NC) Drug Treatment AutoMon, LLC Courts—Criminal Justice Resource 6621 N. Scottsdale Road Department Scottsdale, AZ 85250 106 East Margaret Lane Phone: (480) 368-8555 Hillsborough, NC 27278 Phone: (919) 245-2305 By: By: Name (Print) Name (Print) Scot Asher Title: Title: Vice President, Sales & Marketing Date: Date: 1/3/2019 Ce Connect Order Form Page 12 1/3/2019 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 oAuto Mon CE CONNECT ORDER FORM Order Form No.: OCDC07182018(2) Customer Name: Orange County (NC) Drug Treatment Courts — Criminal Justice Resource Department Project Name: Orange County (NC) Drug Treatment Courts — Criminal Justice Resource Department—Training and Implementation Customer Contact: Paul Atherton, (919) 245-2305, pttherton@orangecountync.gov AutoMon Contact: Lex Meola, (480) 368-8555 ext. 128, Lmeola@automon.com Order Form Date: 1/3/2019 Order Form Expiration Date: 3/31/2019 Capitalized terms used herein but not defined in this Order Form have the meanings given to them in the Master Subscription Agreement for Ce Connect Products. Training and Implementation Services Item Description Line Amount AIMS Configuration and System Configuration and end-user training. $1,000.00 End-User Training Additional Costs Subtotal $1,000.00 Total Training and Implementation Costs $1,000.00 Ce Connect Order Form Page 11 1/3/2019 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 oAuto Mon PAYMENT TERMS: Invoice shall be issued upon Go-live. All invoices are due Net 30 Days. GENERAL NOTES: • The pricing, discounts and inclusions shown in this Order Form are subject to revocation if a signed Order Form is not received by AutoMon before the close of business on the Order Expiration Date set forth above. • Additional work or services requested, such as customizations, localization tasks or interoperability with third-party systems, shall be billed as Time & Materials at $200.00 an hour and will require a separate Work Order. The Annual Subscription Fee(s) may be subject to a 20% annual services surcharge and will be reflected in the Work Order provided to the Customer. • Proposed Ce Connect Product(s) and Service(s) is for the exclusive use by Orange County(NC) Drug Treatment Courts—Criminal Justice Resource Department. • AutoMon Software Maintenance Services, Customer Handbook, Version 6.0 Effective Date: January 11, 2017 is incorporated by reference to this Order Form. By signing below, I represent that I am validly authorized to enter into this Order Form and related Master Subscription Agreement and accept their terms and conditions. Orange County (NC) Drug Treatment AutoMon, LLC Courts—Criminal Justice Resource 6621 N. Scottsdale Road Department Scottsdale, AZ 85250 106 East Margaret Lane Phone: (480) 368-8555 Hillsborough, NC 27278 Phone: (919) 245-2305 By: By: Name (Print) Name (Print) Scot Asher Title: Title: Vice President, Sales & Marketing Date: Date: 1/3/2019 Ce Connect Order Form Page 12 1/3/2019 DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 ATTACHMENT B DESCRIPTION OF SERVICES Orange County Criminal Justice Resource Management seeks to implement an automated Drug Court Case Management System to assist in the management of Drug Court tasks and cases and in providing a continuum of evaluation and supervision for Participants as they interact with functions and progress through Phases throughout the Drug Court Process. The Drug Court CMS (AIMS) shall be placed into production for agency use. The services outlined are designed to orient AutoMon and Orange County Criminal Justice Resource Management to one another, align and define expectations for implementation, and develop mutually agreed upon timelines and deliverables. Annual Subscription shall include all software licenses, hosting services, updates, upgrades, maintenance and support. There is no limit to the number of Drug Court personnel that use the software. Additional mutually-agreed-to Professional Services and/or additional Projects (i.e., Data Conversion, Interfaces with 3rd party systems) may be offered under a separate billable Work Order at a Time and Materials rate of$200/hour. Additional Modules and Services may become available in future product development releases and may incur additional Subscription licenses and Training/Implementation costs. Purchased Services are subject to annual price escalation equal to 4%. Provision of Purchased Services. Provider shall make the Purchased Services available to County pursuant to this Agreement and the relevant Order Forms during a subscription term. County agrees that County purchases hereunder are neither contingent on the delivery of any future additional functionality or features nor dependent on any oral or written public comments made by Provider regarding future functionality or features. User Subscriptions.Unless otherwise specified in the applicable Order Form, (i) Services are purchased as Program subscriptions and may only be accessed by members of the Orange County (NC) Drug Court and the employees who are employed by County or persons under County direct control who provide technical or research services to the Orange County Drug Court, (ii) additional Program subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional Program subscriptions are added or if County are a government or corporate entity, based on pricing negotiated with Provider and reflected in an additional Order Form, and (iii) the added Program subscriptions shall terminate on the same date as the pre-existing subscriptions. Unless otherwise specified in the Order Form, Program subscriptions are for designated Drug Court personnel only and cannot be shared or used by DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 other Programs. 1. USE OF THE SERVICES 1.1. Our Responsibilities. Provider shall: (i) provide Our basic support for the Purchased Services to County, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime of which Provider shall give at least one day prior notice via the Purchased Services and which Provider shall schedule during standard non-business hours, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations. 1.2. Our Protection of County Data. Provider shall maintain, or cause to be maintained, appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of County Data that operate on the servers maintained by Provider hosting vendor. Provider shallnot (a)modify County Data, (b) disclose County Data except as compelled by law or as expressly permitted in writing by County, or(c) access County Data except to provide the Services and prevent or address service or technical problems, or at County request in connection with customer support matters. 1.3. County's Responsibilities. County shall (i) be responsible for Users' compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of County Data and of the means by which County acquired County Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Provider promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations, (v) provide the servers and system and third party software for Purchased Services that run on County servers, (vi) desktop computers and related software to operate the Purchased Services. County shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems ornetworks. 1.4. Usage Limitations. Services may be subject to other limitations or additional charges, such as, for example, on the calls County are permitted to make against Our application programming interface and similar limitations. Any such limitations or charges are specified in the Purchased Services (Attachment A.) DocuSi n Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 _ u„yam ounty(NC)AIMS Implementation-Asana Attachment C Orange County (NC) AIMS Implementation Project Status: Task Status:— Overall Status Task Status:— Budget: Total: $5,000, Spent: $0, Remaining: $5,000 Task Status:— Note—The invoice will be issued upon completion of the training and go-live. The total budget spent will remain at$0 until go-live. Project End Date - February 28th, 2019 due February 28 Task Status:— Project Planning: Task Status:— Eileen Marin: Project Kick Off Task Status:In queue Deliverables: Task Status:— hpatel: Customer to complete Tenant Setup Sheet due November 12 Task Status:In progress Eileen Marin: Site Setup due December 28 Task Status:In queue Eileen Marin: Application Configuration due December 28 Task Status:In queue a Jerry - working through the phase milestones and docket schedules due September 21 r Eileen - To configure AIMS site based on tenant set up per court. due October 5 Training: Task Status:— Eileen Marin: Remote Web Training due January 7 Task Status:In queue Go Live: Task Status:— Eileen Marin: Go Live due January 14 Task Status:In queue Eileen Marin: Stabilization Period due January 29 Task Status:In queue Eileen Marin: Transition to AutoMon Support due January 30 Task Status:In queue Eileen Marin: Final Acceptance due January 31 Task Status:In queue DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 Attachment D Service Level Agreement/Escalation Path/Issue Response Time: Service requests for AutoMon software may be submitted by your designated representative online via AutoMon's web-based customer support system, TeamSupport, or by telephone. The Service Level shall be determined based on the severity definitions specified below. Severity Response Level Description Time Temporary Resolution Resolution 1 Your production use of Best effort until fixed or a 2 business days the software is stopped 2 Hours2 suitable workaround or severely impacted provided. such that you cannot continue to work. The operation is mission critical to the business and no Circumvention Procedures are available. 2 You experience a severe 1 Fix or suitable 5 business days loss of service where business workaround provided essential functionality is day within 5 business days. unavailable; however, operations can continue in a restricted fashion or by use of a Circumvention Procedure. 3 You experience a loss of 2 Fix or suitable 25 business days service where non- business workaround provided essential functionality is within 25 business days. 1 Response Time—Acknowledge receipt of a request for support. 2 Response Time — Customer must call this in to 480-368-8555 Option 2. If they get voice mail they should try Ext 135, 113,118 if still no answer they should call 480 231 8288 - In the event that this procedure is not followed then the response time shall be 4 hours. Alternatively,AutoMon Connect can be accessed via the AutoMon website Support page at: httys:Hportal.teamsupport.com/AutoMonLLC 3 Response Time — Customer must call this in to 480-368-8555 Option 2. If they get voice mail they should try Ext 135, 113,118 if still no answer they should call 480 231 8288 - In the event that this procedure is not followed then the response time shall be 4 hours. Alternatively,AutoMon Connect can be accessed via the AutoMon website Support page at: https:Hportal.teamsupport.com/AutoMonLLC DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 Attachment D unavailable and a days workaround is not available to restore functionality. 4 You experience a loss of 2 Within next two service where non- business version releases. essential functionality is days unavailable. The impact is an inconvenience or a Circumvention Procedure is available. 5 A cosmetic or minor 2 Customer will be notified Issue may be issue that does not b in advance when a fix will resolved at impact the operation of a days be available. AutoMon's y discretion at a software. future date 6 All Enhancement 4 These requests requests,usage business are outside the questions, or requests for days scope of our training. Also reported maintenance obligations problems that are caused by customer computers, local environments, networks or third party software. Definitions a. "Circumvention" or "Circumvention Procedures" shall mean, as applied to a Documented Defect, a change in operating procedures whereby the Customer can reasonably avoid any deleterious effects of such Documented Defect. b. "Documented Defect" means a failure of the Licensed Software to properly perform any of its intended functions. The Customer must use reasonable effort to document a Documented Defect with sufficient information to recreate the defect, including,but not limited to,the operating environment, data set, and user, and the Customer must deliver such information to AutoMon concurrently with its notification to AutoMon of such defect. The Customer shall use all reasonable efforts to eliminate any non-application related issues prior to its notification to AutoMon of such defect, including, but not limited to, issues related to the network, user training and data problems not caused by the Licensed Software. Any technical or other issue for which the Customer requests services, but which is not a Documented Defect, shall be treated as a request for additional services requiring a Change Order. DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 Attachment D C. "Documentation" means the training materials, user's manuals and other materials in any form or medium provided by AutoMon to the users of the Licensed Software regarding the use or maintenance of Licensed Software. d. "Enhancement." Any modification or addition that, when made or added to the Licensed Program, changes its utility, efficiency, functional capability, or application, but that does not constitute an Error Correction. e. "Error." Any failure of the Licensed Program to materially conform to its functional specifications as agreement in writing with the Customer or Documentation as published from time to time by AutoMon. Any nonconformity resulting from Customer's misuse, improper use, alteration, or damage of the Licensed Program shall not be considered an Error. f. "Error Correction." Either a modification or an addition that, when made or added to the Licensed Program, establishes material conformity of the Licensed Program to the Documentation, or a procedure or routine that,when observed in the regular operation of the Licensed Program, eliminates the practical adverse effect on Customer of such nonconformity. g. Licensed Software includes any and all software and Documentation to which Customer obtains or is granted any rights under a License Agreement with AutoMon. h. Third Party Software means software licensed by a party other than AutoMon. DocuSign Envelope ID:9D6029B6-6E55-4FOD-8B38-05A477C62908 tachment E AUTOM-1 ACORO"' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD[YYY) 0710112018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 480-706-7055 CONTACT Deb Olander, CIC, CISR NAMLow&Johnson, Inc. PHONE 480-706-7055 FAX 480-948-1707 PMB 618 (A1C,No,Ext): (A1C,No): 10645 N. Tatum Blvd, Suite 200 E-MAIL dolander@lowjohnson.com ADDRESS: Phoenix, AZ 85028-3053 Deborah Olander,CIC INSUREI AFFORDING COVERAGE NAIL# INSURERA:Travelers Property&Casualty 25674 INSURED AutoMon LLC INSURER B: Penny Alvarez 6621 N Scottsdale Road INSURER C: Scottsdale,AZ 85250 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SU8 POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MM1DD MM1DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JECT LOG PRODUCTS-COMPfOP AGG $ OTHER. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA OCCUR EACH OCCURRENCE $ EXCESS CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y f N STATUTE ER ANY PROPRIETORfPARTNERfEXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICERfMEMBER EXCLUDED? N!A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT A PROFESSIONAL ZPL15P22159 06/24/2018 06/24/2019 Each Act 5,000,000 COVERAGE RETRO DATE 11/13/2001 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional Coverage includes Technology Errors &Omissions Liability, and Network& Information Security Liability (Cyber Liability) CERTIFICATE HOLDER CANCELLATION ORANG-1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Orange County(NC) Pretrial Services 100 N Churton St.#207 AUTHORIZED REPRESENTATIVE Hillsborough, NC 27278-2534 ZwC9� ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD