Loading...
HomeMy WebLinkAbout2019-271-E IT - Dynamic Quest network engineering services DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 [Departmental Use Only] TITLE DynamicQuest service block hours FY 2020 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 8th day of May, 2019, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Dynamic Quest, 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): Network engineering services for support and upgrades. 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:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 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): network engineering service for support and upgrades. (SEE ATTACHMENT A) 4. Duration of Services a. Term. The term of this Agreement shall be from March 27, 2019 to May 31, 2019. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional Revised 12/18 2 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 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 March 27, 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 twenty-thousand Dollars ($20,000.00). 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.orangecountVnc.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. Revised 12/18 3 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 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 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 Revised 12/18 4 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 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 Assiginnent. 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-ecountync. 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 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. Revised 12/18 5 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 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 and. 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 Dynamic Quest- John Teunis P.O. Box 8181 4821 Koger Blvd Hillsborough,NC 27278 Greensboro,NC 27407 [SIGNATURE PAGE TO FOLLOW] Revised 12/18 6 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: 11AB0EA8C,0C2CB4&2 ,D"uSigned by: �6lnAAA, �A ��o19 MU, �. W� ) Jr. 1/9/2019 By. — 06379946755E477.. By. . County Manager Willie Lash, COO Printed Name and Title Revised 12/18 7 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 ATTACHMENT A March 12, 2019 Prepared for: Orange County North Carolina ;�n ���n 1 17 R s a sfg � a4` Block IT Technical Support Services Prepared by: 1616 Evans Rd. suite 205 John S. Teunis/Account Executive Cary, NC 27513 jteunis@dynamicquest.com 919-573-1751 "AO— DYNAMIC QUEST'" DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 OBJECTIVE General Support: Orange County, N.C. is interested in a team that can support IT projects and lend some helping hands when needed.There are instances where an extra set of hands would be useful for break/fix issues, advice on possible new software, and the general implementation of technology solutions and support wherever Dynamic Quest can assist. Dynamic Quest offers block hours to be used as needed by Orange County, N.C.. All of our engineers are extensively trained and have a wide experience base to recall from for a broad spectrum of ways projects can be accomplished. Each has dedicated experience with servers and can rely on both training and their experience base to expertly navigate and guide you on how changes will affect the network environment, and can fix issues once and then move on to other issues, as well as help with future technology that becomes available. Strength of service and expertise is what we look for and condition in our engineers, ensuring time savings and therefore net cost saving for our clients. Since what may take a less-experienced and skilled technician two (2) hours to accomplish, may only take one (1) hour with a engineer, our clients experience greater net savings, even if rate-per-hour is higher for the more skilled engineer, through a more efficient and speedy time-to-resolution. In addition, our clients enjoys the benefit of simplified billing and invoices by having one rate for all. BLOCK HOUR SUPPORT Areas of Support Block Hour Support can cover the areas below or many others. Block hours can be applied for all the services that Dynamic Quest offers. • General troubleshooting 0 Server and Application support • Virtualization 0 End-User PC maintenance • Preventative maintenance and policies 0 Network configuration changes as required • Printer issues or network sharing issues 0 24/7 Help Desk support • Server maintenance 0 Network hardware maintenance • Email server configuration and 0 Common application server support and maintenance maintenance • Weekly maintenance routines (backups, 0 Disaster recovery support, offsite backup server maintenance, etc...) services recommendations • Monitoring support 0 Security maintenance and configuration • Software patching, version controls, etc. DYNAMIC QUEST'" Dynamic Quest // 336.370.0555 // dynamicquest.com Page:2 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 • Software development and modification Other general network support tasks • Router, Firewall, and other devices support and configurations DYNAMIC QUEST SUPPORT STANDARD SERVICE LEVEL AGREEMENT STANDARD Priority We will respond to a standard priority issue within 16 business hours. A standard priority issue is one that must (of course) be addressed, but which is not affecting the ability of your company to perform its basic operations. MEDIUM Priority We will respond within 8 business hours. This is a pressing issue, but not the type that presents an immediate threat to your business. HIGH Priority We will respond within 2 hours. This is an urgent situation in which (for example) a server is down and your company's productivity is being seriously affected. If your need is urgent, please call. An emailed request will automatically be assigned to the standard priority category. These priorities reflect our guaranteed response times. PROPOSAL INVESTMENT Proposal costs and appropriate terms and conditions follow in the remaining sections of this proposal. The offer detailed here will be valid for thirty (30) days from the date of this document. Hardware and Software prices are subject to availability and may vary from this proposal even within this 30-day guarantee. Block Hours Number of Hours in Block: 148 hours Total Block Cost: $20,000.00 Block hours are a prepaid block of hours that can be used for all services offered by Dynamic Quest. The term limit is one year to use the hours and blocks can be renewed when exhausted. Block hour rates are less than time and materials. A minimum of 20 hours is required with the amount above 20 being the client's discretion. 010 DYNAMIC QUEST;` Dynamic Quest // 336.370.0555 // dynamicquest.com Page:3 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 PAYMENT TERMS Project will be invoiced 100%of the total service amount at execution of this agreement,with terms of NET 15. Any hardware and software purchases are due upon signing of the agreement and will be ordered once payment is received. All labor occurring after normal business hours or weekends is charged at time and a half. Normal business hours are between 8AM and 5PM, Monday through Friday. PROPOSAL ACCEPTANCE The Effective Start Date of this Agreement shall be: , Executed By: Dynamic Quest, Inc. Executed By: Orange County, N.C. Signature: Signature: Name: Name: Title: Title: Date: Date: 01A DYNAMIC CLUES T Dynamic Quest // 336.370.0555 // dynamicquest.com Page:4 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 TERMS AND CONDITIONS this Agreement. Buyer shall pay a $25.00 fee for all checks returned for insufficient funds or for any other reason. For custom software development projects, ENTIRE AGREEMENT full payment of all outstanding invoices or amounts due will be required before the software code will be delivered to the Buyer. Without the full payment of The terms and conditions contained in this custom development from a Buyer, the ownership Agreement supersede all prior oral or written and code will remain under Dynamic Quest and will understandings between the parties and shall not be given to the Buyer. If any project or proposal constitute the entire agreement between the parties is delayed or put on hold by the Buyer for more than with respect to the subject matter of this Agreement. 30 days, then Dynamic Quest will bill all reasonable There are no understandings or representations, amounts to the client due on a Net-15 terms. The express or implied, not expressly set forth in this reasonable amount to bill for a project put on hold will Agreement. No terms or conditions contained in any be defined by Dynamic Quest based on the amount order or other form originated by Buyer shall apply of work effort, material purchases, project planning, except for quantities and product descriptions, and and other factors. any reference to Buyer's purchase order shall be solely for the convenience of Buyer. This Agreement shall not be modified or amended except by a writing TAXES signed by authorized representatives of both parties. Any tax or related charge resulting from this REVISION TO DOCUMENTS Agreement or any activities hereunder, exclusive of tax based on net income, that Seller shall be required to pay to or collect from any government shall be During the term of this agreement, Dynamic Quest billed to Buyer as a separate item and shall be paid may make non-financial revisions to its Service Plans by Buyer, unless a valid exemption certificate is (e.g. QuestCare, QSync and other solution furnished by Buyer to Seller. offerings). The purpose of such changes will be to clarify the definition(s) of included (in-scope) and excluded (out-of-scope) services with regards to the TITLE, TRANSPORTATION AND DELIVERY plan. This Revision to Documents provision does not apply to any Fixed Bid project. Dynamic Quest will forward a copy of the revised Service Plan to client Title (except as provided in the paragraph USE OF within 30 days of the revision date. INFORMATION/ LICENSE) and risk of loss or damage to material shall pass to Buyer at the time Seller or its supplier delivers possession of the TERMS OF PAYMENT material to a carrier or to Buyer if there is no carrier. Seller will make carrier selection based on current rates, reliability and transit schedules, and Buyer Buyer agrees to pay the purchase price and related agrees to pre-pay freight and delivery charges, charges in accordance with the terms of payment on including insurance costs if specifically requested by the face of this Agreement. If no terms of payment are Buyer. stated, payment is due net 15. Buyer agrees that a one (1) hour minimum charge will be paid on all site visits.Travel expenses incurred by Dynamic Quest on LIMITED WARRANTY behalf of the Client for onsite visits that are more than one-hour from Dynamic Quest primary locations including lodging and airfare will be billed to the client. Seller warrants that services will be performed in Travel time will be billed at one half ('/2) the client's workmanlike manner. Any claim for breach of this standard hourly rate. Payments not received within 25 service warranty must be made by written notice days of due date shall bear interest at the rate of one within two (2) weeks following the date of completion and one-half percent (1'/2%) per month (but not to of the service for which the claim was made. Seller exceed the maximum lawful rate) until paid, including hereby assigns to Buyer the warranty given to Seller post-judgment. Buyer shall notify Seller of any by its supplier of such material. At Buyer's request, disputed invoices within thirty(30)days from the date Seller or its supplier will provide to Buyer a written of the invoice. Should collection be required, Buyer statement of its supplier's warranty. Seller does not agrees to pay reasonable attorneys' fees plus all warrant software to be error free. If any defect in reasonable expenses incurred by Seller in enforcing material appears in the material, Seller will, at its DYNAMIC ■ QUEST TI Dynamic Quest // 336.370.0555 // dynamicquest.com Page:5 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 option, either repair or replace the defective materials CONFIDENTIAL DATA without charge or credit or refund the purchase price of the defective material, provided that: (i) the defect appears within the applicable warranty period or thirty (30) days, whichever is less, (ii) Buyer notifies Seller Confidential or sensitive information as relates to any in writing of the claimed defect promptly after Buyer use of names, addresses, social security numbers, knows or reasonably should know of the claimed pin numbers, account numbers, etc. that is deemed defect, and (iii) Seller's examination of the material confidential to a person or persons shall not be discloses that the claimed defect actually exists. transmitted, sent, copied, or given to the Seller by the Buyer. Where an application or service requires THE FOREGOING WARRANTIES ARE IN LIEU OF testing using data, then the test data is to be specific AND EXCLUDE ALL OTHER EXPRESS AND test records, files, blocks, etc. not containing IMPLIED WARRANTIES, INCLUDING BUT NOT confidential data. Any release of confidential data by LIMITED TO WARRANTIES OF the Buyer to the Seller is to be noted immediately to MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER'S SOLE AND both parties with the information returned to the EXCLUSIVE REMEDY SHALL BE SELLER'S Buyer. OBLIGATION TO REPAIR, REPLACE, CREDIT,OR REFUND AS SET FORTH ABOVE. LIMITATION OF LIABILITY - SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR TO ANY ASSIGNMENT PERSON OR COMPANY USING ANY PRODUCT OR SERVICE SUPPLIED UNDER THIS AGREEMENT FOR ALLEGED LOST PROFITS, Buyer shall not assign any right or interest under this LOST REVENUES, DOWNTIME, OR OTHER Agreement without the prior written consent of Seller. ALLEGED INDIRECT, SPECIAL, RELIANCE, Any attempted assignment or delegation in INCIDENTAL OR CONSEQUENTIAL LOSS OR contravention of the above provisions shall be void DAMAGE ARISING OUT OF THIS AGREEMENT and ineffective. OR ANY OBLIGATION RESULTING THEREFROM OR THE USE OR PERFORMANCE OF THE MATERIAL, WHETHER IN AN ACTION ARISING CHOICE OF LAW/CHOICE OF FORUM OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT TORT LIABILITY OR OTHERWISE. SELLER'S This Agreement shall be governed by and interpreted ENTIRE LIABILITY FOR ANY CLAIM OR LOSS, under the laws of the State of North Carolina. The DAMAGE OR EXPENSE FROM ANY CAUSE parties hereby consent that any and all actions to WHATSOEVER SHALL IN NO EVENT EXCEED enforce this Agreement or any portion thereof shall be THE REPAIR OR REPLACEMENT COST OR brought in the general courts of justice in Guilford PURCHASE PRICE, WHICHEVER IS LOWER, OF County, North Carolina. THE ITEM OR SERVICE THAT DIRECTLY GIVES RISE TO THE CLAIM. NO ACTION OR PROCEEDING AGAINST SELLER MAY BE FORCE MAJEURE COMMENCED MORE THAN SIX (6) MONTHS AFTER THE MATERIAL IS INITIALLY SHIPPED OR THE SERVICES ARE PERFORMED.THIS CLAUSE Seller shall not be held responsible for any delay or SHALL SURVIVE FAILURE OF AN EXCLUSIVE failure in performance to the extent such delay or REMEDY. failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, act of God, inability to secure raw material or transportation NON-WAIVER facilities, act or omission of carriers or suppliers or any other causes beyond its control whether or not similar to the foregoing. No course of dealing, course of performance, or failure of Seller strictly to enforce any term, right, or condition of this Agreement shall be construed as a waiver of such term, right, or condition. DYNAMIC QUEST;` Dynamic Quest // 336.370.0555 // dynamicquest.com Page: 6 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 USE OF INFORMATION/LICENSE internally distribute copies of Materials, and (ii) the right to copy and internally and externally distribute Materials to third parties. Dynamic Quest will All technical and business information and all maintain the intellectual property ownership of such licensed software and related documentation in materials. whatever form recorded (all hereinafter designated "Information") furnished to Buyer under or in contemplation of this Agreement shall remain the EMPLOYEE/CONTRACTOR SOLICITATION property of Seller or its supplier. Unless Seller otherwise agrees in writing, such Information: (i)shall Buyer and Seller, known as the Organizations, be treated in confidence by Buyer and used by Buyer agree that neither Organization shall without either's only for evaluation purposes or to install,operate, and prior written consent employ or offer employment to maintain the particular material as defined in the the other's employee or former employee within the subsequent paragraph below for which the twenty-four months following termination of his or Information is initially ordered, (ii) shall not be her employment with the Organization. reproduced or copied in whole or in part, except as necessary for use as authorized in this Agreement and (iii) shall, together with any copies thereof, be SPLA LICENSING returned or destroyed when no longer needed, or may, if in the form of software recorded on an erasable storage medium, be erased. The above Software Services licensed under the Service conditions do not apply to any part of the Information Provider Licensing Agreement (SPLA) are billed that is known to Buyer free of any obligation to keep monthly for the previous month's usage. Microsoft in confidence. Seller, to the extent permitted by its establishes the baseline prices for the products supplier, grants to Buyer a personal, nontransferable offered under the SPLA agreement with Dynamic and nonexclusive license to use licensed materials on Quest. Microsoft may decrease prices of existent a designated processor for Buyer's own business part numbers it charges to Resellers at any time, operations. If software or firmware provided under which may be reflected on the Resellers' price list to this Agreement contains a separate supplier license, client. Microsoft may increase prices of existent part Buyer hereby agrees to be bound by the terms of that numbers and charge to Resellers only as follows: license, and, in the event of any conflict, the terms of the supplier's license shall control over the terms of Once each calendar year effective January 1st; and Seller's grant of license. 0 At any time to offset exchange rate fluctuations for prices other than U. S. dollars "Materials" shall be defined to include any custom developed code, documentation, specifications, As these price changes are reflected in Dynamic reports, or other materials used or created as a result Quest's cost to provide the Software Services, of any work performed under a custom project Dynamic Quest will pass these changes on to scope. Seller grants to the Buyer an irrevocable, non- Client. The minimum baseline software (quantities exclusive, worldwide, paid-up, royalty-free, perpetual and titles) included in this Agreement is contained in cense to use, copy, load, merge with other software, this proposal, Software required to support the execute, reproduce, display, perform, prepare number of users above the minimum established derivative works based upon Materials and baseline are provided on a per user basis. DYNAMIC ■ QUEST TI Dynamic Quest // 336.370.0555 // dynamicquest.com Page: 7 DocuSign Envelope ID:6ADCODA4-8OF1-42F5-A151-C7F99A87D2A7 XCHMENT B DYANMQUEST DATE(MMIDD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 3/21/2019 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Andy Tribendis The Simkiss Agency, Inc. PHONEo, 610 727-5300 FAX, 610-727-5414 A/C A/C,N Ext: No P. O. Box 1787 E-MAIL ADDRESS: tribendisandy@simkiss.com 2 Paoli Office Park INSURER(S)AFFORDING COVERAGE NAIC# Paoli, PA 19301-0826 INSURER A:Travelers Property Casualty Co of Amer 25674 INSURED INSURER B:Travelers Indemnity Company Dynamic Quest, LLC Travelers Casualty Insurance Co of Amer INSURER C: Y 4821 Koger Blvd Main INSURER D Greensboro, NC 27407 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 CONTRACTOR 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 SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY 6806F981132 05/15/2018 05/15/2019 EACH OCCURRENCE $1 OOO 000 CLAIMS-MADE OCCUR PREMISES Ea occur°nce $300,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 x POLICY JECTPRO- LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY BA7F332989 5/15/2018 05/15/201 COEaMBINED ccident SINGLE LIMIT $1, ,OOO OOO a X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ B UMBRELLA LIAB OCCUR CUP7F333280 5/15/2018 05/15/2019 EACH OCCURRENCE $9 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $9 000 000 DED X RETENTION$5000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER 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 Cyber/E&O 6806F981132 05/15/2018 05/15/201 $2M Claim/$2M Agg. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(,CORD 101,Additional Remarks Schedule,may be attached if more space is required) Re: Evidence of Coverage CERTIFICATE HOLDER CANCELLATION Orange Count SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE g y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 131 W. Margaret Lane ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S534059/M385728 AD