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2021-216-E-IT-Dynamic Quest-Managed Service Desk
DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 [Departmental Use Only] TITLE Managed ServiceDesk FY 21 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 20th day of April, 2021, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Dynamic Quest Inc., (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 of project): Service Desk support services with 24x7 coverage and ticket routing capabilities for all emailed tickets. 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 07/20 1 DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 quality, accuracy and timely completion and 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 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. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. Revised 07/20 2 DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Fully configurable IT service plan designed to complement and augment existing internal IT services. a. Tier 1 Service Desk support for basic customer issues such as usage problems and fulfilling service request requiring IT assistance. i. Incident and request reporting, logging, categorization and prioritization ii. Handling pre-approved, predefined and documented request that can be resolved using step-by-step guides. iii. Ticket escalation to appropriate support tier iv. Workstation Asset and installed software information v. DYNAMIC QUEST provided Kaseya software to implement the monitoring and management functionality b. Non Tier Ticket Routing i. Incident and request reporting, logging, categorization and prioritization ii. Ticket escalation to appropriate support tier 4. Duration of Services a. Term. The term of this Agreement shall be from 23 April 2021 to 22 April 2022. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 23 April 2021. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed seven-thousand-four-hundred-sixty and 00/100 Dollars ($7,460.00) (See Attachment A). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of 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 Revised 07/20 3 DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 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 who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.goy/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law 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. Revised 07/20 4 DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven(7) days'prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables 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 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. Revised 07/20 5 DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 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 counl nc. ov�/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 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. 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. Revised 07/20 6 DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 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 or mandated functions, by state or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 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 Inc. P.O. Box 8181 4821 Koger Blvd Hillsborough,NC 27278 Greensboro,NC 27407 [SIGNATURE PAGE TO FOLLOW] Revised 07/20 7 DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 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: DocuSigned by: By. LbIn.IML GUM 611 By. (,jff bta � 4/30/2021 Bonnie Hammersley, County Manager Cliff Bean, Director of Sales Printed Name and Title Revised 07/20 8 DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Dynamic Quest Inc. Party/Vendor Contact Person: Cliff Bean Contact Phone: 336-370-0555 Party/Vendor Address: 4821 Ko,ger Blvd City Greensboro State: NC Zip: 27407 Department: IT Amount: 7 460.00 Purpose: Managed Service Desk Budget Code(s): 10315020-630000 Vendor # 64450 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective Date 20April2021 Approved by Board Yes❑No® Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: h DocuSigned by: JtM 4&V1Y 4/30/2021 Department Director's Signature Date: Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content sP&%i aAons: IUbV�V't� Office of the Chief Information Officer ,�ltM Date:4/30/2021 el Risk Management This agreement is approved for sufficiency of ins g&,q�''`` l''s,specifications,and requirements: Office of the Risk Management Officer auSa (hvw b Date:5/3/2021 Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: Office of the Chief Financial Officer Date:5/3/2021 Legal Services This agreement is approved as to legal forma ^upawnt�ff.. Office of the County Attorney Date:5/3/2021 d5�9P�F5... Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 9 DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 Attachment A February 26, 2021 Prepared for: Orange County Jim Northrup CIO (919) 245-2276 jorthrup@orangecountync.gov Service Desk r1 ' Prepared by: John Teunis Sales Representative DYNAMIC 833.437.8378 QUEST TM dynamicquest.com DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest Alf- DYNAMIC: Product Brief Service Desk Managed Service Desk Addendum to Master Service Agreement 1. This Addendum is made pursuant to the Master Services Agreement (the "Agreement")between and its affiliates(collectively,"Customer"), and Dynamic Quest, LLC ("DYNAMIC QUEST"). This Addendum incorporates all terms and provisions of the Agreement. 2. Customer signed the Master Service Agreement on 3. Start Date. will begin providing the Services as described below no later than from the date this Addendum is signed. 4. Term of Service. This Addendum will remain in effect until terminated by one of the parties in accordance with the Agreement. a. Initial Term: Customer commits to a term of not less than twelve (12) months. b. Renewal Term(s): The Initial Term will automatically extend for successive periods of twelve (12) months, unless either party provides ninety(90) days written notice to the other party prior to the end of the current term.There will be a one-time Termination Charge of$300 to remove the agents from the managed resources and recover DYNAMIC QUEST-provided equipment from Customer. c. Renewal Price Increase(s): Increases in the monthly fees paid for the services rendered under this Addendum for the renewal term will not exceed 3% of the value of the existing monthly fees due under this Addendum for the expiring term. 5. Service Overview Orange County is in need of augmented Service Desk support services with 24x7 coverage and ticket routing capabilities for all emailed tickets. They are currently averaging 500 email service tickets per month across 1100 users.Of these 500 tickets, they estimate 25% to be well defined Tier 1, 25% Tier1/2 and 50% to be Tier 2. They would like the well difined tickets worked and the rest escalated to Orange County IT personnel. 6. Description of Managed Service Desk Services. Fully configurable IT service plan designed to complement and augment existing internal IT services. a. Tier 1 Service Desk support for basic customer issues such as usage problems and fulfilling service request requiring IT assistance i. Incident and request reporting, logging, categorization and prioritization ii. Handling pre-approved, predefined and documented request that can be resolved using step-by- step guides. iii. Ticket escalation to appropriate support tier iv. Workstation Asset and installed software information v. DYNAMIC QUEST-provided Kaseya software to implement the monitoring and management DYNAMIC NIVQUEST Page: 2 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest r-)YNAMIC ■ functionality b. Non Tier 1 Ticket Routing i. Incident and request reporting, logging, categorization and prioritization ii. Ticket escalation to appropriate support tier 7. Service Limitations. In addition to other limitations and conditions set forth in this Addendum, the following service and support limitations are expressed: a. Cost of consumables, replacement parts, hardware, software, network upgrades, and associated services are outside the scope of this Addendum. DYNAMIC QUEST will provide consultative specification, sourcing guidance, and/or Time and Material/Project offerings. b. Except as otherwise stated in this Addendum, all Server, Network Device, and Software upgrades are outside the scope of this Addendum. c. Manufacturer warranty parts and labor/services are outside the scope of this Addendum. d. Hardware and system support are predicated on the following conditions: i. Hardware is covered under a currently active vendor support contract or warranty ii. Software is genuine, currently licensed, and vendor-supported 8. Support for any hardware or systems that fail to meet these provisions is strictly at DYNAMIC QUEST's discretion and may be withdrawn at any time. Should 3rd party vendor support charges be required in order to resolve any issues, these will be passed on to the Customer after first receiving the Customer's authorization to incur them. a. Malware mitigation within the scope of this Addendum is predicated on Customer satisfying recommended backup schemes and using DYNAMIC QUEST-provided or approved anti-malware technology. 9. Customer Responsibilities. a. Customer grants permission for DYNAMIC QUEST to have secure remote access into Customer's network for management, reporting, alerting, and support functionality. b. Customer will promptly notify DYNAMIC QUEST of any events/incidents that could impact the services defined within this Addendum and/or any supplemental service needs, and for DYNAMIC QUEST to respond in a timely manner via phone, email, and/or remote access. c. Customer agrees that it will inform DYNAMIC QUEST of any modification, installation, or service performed on the Network by individuals not employed by DYNAMIC QUEST in order to assist DYNAMIC QUEST in providing an efficient and effective Network support response. d. Customer is responsible for 3rd party fees for products, software, services, and subscriptions not expressly provided by DYNAMIC QUEST. DYNAMIC QUEST Page: 3 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest A0— DYNAMIC: 10. Service Levels. a. DYNAMIC QUEST will respond to DYNAMIC QUEST management system generated alerts and Customer reactive support requests within the following timeframes: i. High Priority—Initial Response within 2 hour ii. Business hour Medium Priority—Initial Response within 4 business hours iii. Business hours Standard Priority—Initial Response within 8 Business hours b. DYNAMIC QUEST Service Desk is a 24x7x365 workstation support service. DYNAMIC QUEST' Page: 4 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 Dynamic Quest r-)YNARAIC 833.437.8378 Recurring Services Pricing Description Recurring Qty Ext. Recurring SD1-15 Service Desk- Routing per ticket $8.00 375 $3,000. 00 HRP1 Hourly Rate-Tier 1 ticket resolution $85.00 32 $2,720.00 SDAT1 Comanaged Access to Agents and Knowledge Base-Includes $45.00 2 $90.00 RMM, Taskfire, and IT Glue Kaseya Kaseya remote workstation agent $1.50 1100 $1,650.00 Recurring Subtotal: $7,460.00 [DYNAMIC QUEST Page: 5 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest Alf— DYNAMIC: Terms & Conditions Master Service DYNAMIC QUEST,LLC Master Services Agreement The parties to this Master Services Agreement (this "Agreement") include Orange County, whose address (for billing purposes) is 131 W. Margaret Ln. Chapel Hill, NC 27278 and its affiliates (collectively, "Customer"), and Dynamic Quest, LLC ("Dynamic Quest"). For purposes of this Agreement, the date of this Agreement shall be deemed the latest date reflected in the signature blocks of Customer and Dynamic Quest to this Agreement. The purpose of this Agreement is to set forth the terms and conditions under which Dynamic Quest will provide certain Services (as defined below)for Customer. 1. This Agreement once executed by the parties creates a set of agreed-upon provisions that will be incorporated by reference and made a part of any contemporaneous and/or future documents executed by the parties hereto in respect of the(each, called an "Addendum") describing specific Services to be performed by Dynamic Quest for Customer. An Addendum must be signed by both parties and must state that it is made pursuant to, and governed by the terms of, this Agreement. Each Addendum, including the incorporated provisions of this Agreement, will constitute a separate contract. All references in this Agreement to"this Agreement"will be deemed to refer to the applicable Addendum and the incorporated provisions of this Agreement. 2. Changes to Service Provider Licensing Agreements (SPLAs)(as discussed below in Section 10)and price changes pursuant to Section 12 shall not require a written amendment to this Agreement or any Addendum but shall require Dynamic Quest to provide written notice(email is sufficient)to Customer. Additionally,from time to time, Dynamic Quest may revise its Master Services Agreement and shall provide written notice to Customer of such revisions. Customer shall be deemed to consent to such revisions by its continued use of services under this Agreement or any Addenda. Any amendment to this Agreement will apply to each Addendum signed on or after the date of the amendment and will apply to all previously executed Addendums if: (a)the amendment expressly so states; or(b) it is reasonably apparent from the terms and provisions of the amendment that it should apply to all prior Addendums. Any changes to an active Addendum must be in writing and must be signed by both parties. 3. "Services" means the services to be provided by Dynamic Quest, as specified in an Addendum. 4. The Customer agrees that any equipment utilized by Dynamic Quest, in the execution of this or any service that is not explicitly purchased by Customer shall remain the property of Dynamic Quest and must be returned if requested. The Customer further agrees to cease the use of any technology that remains the property of Dynamic Quest upon termination of this Agreement. 5. This Agreement and each Addendum will take effect when signed by both parties. The actual provision of Services will begin on the"Start Date"specified in each Addendum, which may or may not be the same as the effective date. Each Addendum will continue in effect until terminated by one (1)of the parties in accordance with Sections 33 or 34 of this Agreement] In the absence of such a termination: (a) if an Addendum specifies a term (the "Initial Term")or a specific termination date, that Addendum will automatically renew for successive renewal terms of equal duration to the agreed Initial Term(each, a"Renewal Term")upon expiration of the Initial Term and each Renewal Term thereafter unless the Addendum is terminated by the parties with ninety(90) days' prior written notice of the intent not to renew; or(b) if the Services consist of a specific project to be completed and no term of months or termination date is specified in the Addendum, the Addendum will automatically terminate, and not renew, upon completion of the project. 6. Each Addendum will specify all fees and costs that Customer will pay Dynamic Quest for the Services to be rendered pursuant to that Addendum. 7. Any tax or related charge resulting from this Agreement and any Addendum or any activities hereunder and thereunder,exclusive of tax based on net income,that Dynamic Quest shall be required to pay to or collect from any foreign, state, federal or local governmental authority shall be billed to Customer as a separate item and shall be paid by Customer as directed by Dynamic Quest, unless a valid exemption certificate is furnished by Customer to DYNAMIC QUEST Page: 6 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest A0_ r-)YNAMIC ■ Dynamic Quest in respect of any such taxes. 8. Customer will reimburse Dynamic Quest for all travel expenses, including actual, documented and reasonable travel and out-of-pocket expenses including meals, lodging and airfare incurred by Dynamic Quest on behalf of Customer for onsite visits in support of the Services contemplated by this Agreement and any Addendum. Travel time for Dynamic Quest representatives will be billed at one half('/2)the Customer's standard hourly rate. Customer will not be invoiced for travel required specifically for work needed to be performed on Dynamic Quest's owned hardware. 9. Payments not received within twenty-five (25) days of the due date shall bear interest at the rate of one and one-half percent(1'h%) per month (but not to exceed the maximum lawful rate) until paid, and Customer shall be required to pay all fees and expenses incurred by Dynamic Quest in connection with the collection of such past due amounts (including all reasonable court and attorneys'fees). 10. Software Services licensed under any SPLA are billed monthly to Customer for the previous month's usage. Microsoft establishes the baseline prices for the products offered under the SPLA with Dynamic Quest. Microsoft may decrease prices of existent part numbers it charges to Dynamic Quest under the SPLA at any time, which may be reflected on the Dynamic Quest's price list to Customer. Microsoft may increase prices of existent part numbers and charge to Dynamic Quest only as follows: a. Once each calendar year effective January 1st; b. At any time to offset exchange rate fluctuations for prices other than U.S. dollars. As these price changes are reflected in Dynamic Quest's cost to provide the software Services to Customer, Dynamic Quest will pass these changes on to Customer; c. The minimum baseline software (quantities and titles) for the Services will be contained in an applicable Addendum; and d. Software required to support the number of users above the minimum established baseline will be provided on a per user basis. 11. Various solutions require software licenses from several potential vendors such as, but not limited to, Microsoft SPLA licenses, Microsoft Azure licenses, and other forms of Microsoft licenses which are provided for under Microsoft Software Assurance or Software Mobility Agreements and including software licenses required by other software providers other than Microsoft. The Customer takes full responsibility to identify,accept, comply, report and pay for all necessary licenses required by the software provider. This includes without limitation, and Dynamic Quest shall have no liability for,any non-compliance, breach or violation by Customer, which were identified during a software license audit for any periods prior to or following the date of this Agreement. This also includes software which may have been recommended, installed, and configured by Dynamic Quest in connection with the Services. The Customer is responsible to review and comply with all software licenses and define, configure and comply with all Microsoft Active Directory group policies (or other methods to control authorized access as defined by the applicable software vendor)to restrict access to the software based on the quantities and software licensing requirements from the vendor. Dynamic Quest can act as a facilitator but will not be held liable for any licensing issues assessed by any vendor with respect to Customer and any liability assessed by any vendor on a Customer shall not be subject to any limitations on liability set forth in this Agreement or any Addendum. 12. Dynamic Quest periodically assesses the impact of its pricing to ensure there is a reasonable alignment with the needs of customers, partners, and the marketplace, and may make changes in response to these ongoing assessments, feedback and marketplace audits. These assessments are typically performed on an annual basis. In the event that Dynamic Quest's costs or expenses for performing any of the Services increase during the Initial Term (or any Renewal Term),including increases in third party costs for products and services, Dynamic Quest may equitably increase the fees payable thereunder or pursuant to any Addendum to reflect Dynamic Quest's actual costs and expenses incurred in connection with the provision of the Services to Customer. 13. Dynamic Quest will use commercially reasonable efforts to ensure the accuracy of invoices. Customer will timely pay all undisputed invoice items and will notify Dynamic Quest of any disputed invoice items (which Customer shall only dispute in good faith) no later than fifteen (15) days after the date of the invoice, or such invoice will be presumed to be correct, not subject to dispute and payable in accordance the terms of this Agreement and/or the applicable Addendum. The parties agree to act reasonably to resolve any disputed items. Should collections be required, DYNAMIC N—VQUEST Page: 7 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest A0— DYNAMIC: ■ Customer agrees to pay reasonable attorneys'fees plus all reasonable expenses incurred by Dynamic Quest in enforcing this Agreement and any Addendum. Customer shall pay a Twenty Five Dollar ($25.00)fee(or such greater amount incurred by Dynamic Quest)for all checks returned for insufficient funds or for any other reason in connection therewith. 14. Dynamic Quest shall not be held responsible for any delay or failure in performance to the extent such delay or failure is caused, without limitation, by fire, flood, disease, pandemic, explosion, war,strike, embargo, government requirement, act of God, inability to secure raw material or transportation facilities, act or omission of carriers or suppliers or any other causes beyond its control whether or not similar to the foregoing. 15. Dynamic Quest warrants that services will be performed in workmanlike manner.Any claim for breach of this service warranty must be made by written notice by Customer to Dynamic Quest within two (2)weeks following the date of completion of the applicable Service for which the claim was made. Dynamic Quest hereby assigns to, to the extent legally permissible and assignable, Customer the warranty given to Dynamic Quest by its supplier of any such material. At Customer's request, Dynamic Quest or its supplier will provide to Customer a written statement of any supplier warranty. Dynamic Quest does not warrant software to be error free. If any defect appears in material provided by Dynamic Quest in connection with this Services, Dynamic Quest will, at its option and in sole discretion, either repair or replace the defective materials without charge, or credit or refund the purchase price of the defective material to Customer, provided that: (i)the defect appears within the applicable warranty period or thirty (30) days from installation,whichever is less, (ii) Customer notifies Dynamic Quest in writing of the claimed defect promptly after Customer knows or reasonably should know of the claimed defect, and (iii) Dynamic Quest's examination of the material discloses that the claimed defect actually exists. 16. Customer understands and acknowledges that computers and network equipment are manufactured by, and run software written by, third party vendors. In addition, Customer understands and acknowledges that the Customer's computers and network equipment are provided with internet services and/or other computer networks provided by third party network providers. Customer understands and acknowledges that said third party vendors and network providers and their products and services are beyond Dynamic Quest's control, and that Customer's computers and network equipment may become inoperable due to factors beyond Dynamic Quest's control. Dynamic Quest will take commercially reasonable efforts to avoid disruptions in services caused by factors beyond its control, but it cannot guarantee that such events will not occur. Consequently, Dynamic Quest shall not be liable for any downtime or other problems with the Services that are due to factors beyond its reasonable control. 17. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN RESPECT OF ANY DEFECT IN MATERIALS SHALL BE DYNAMIC QUEST'S OBLIGATION TO REPAIR, REPLACE, CREDIT,OR REFUND AS SET FORTH HEREIN. 18. It is agreed and understood that Dynamic Quest's relationship to Customer is that of an independent contractor. Neither party will be deemed to be a partner,agent, employee, or joint venturer of the other party. Dynamic Quest and its employees, agents, and contractors will not represent or imply that they are employees, agents, partners, or joint venturers of Customer. Likewise, Customer and its employees, agents, and contractors will not represent or imply that they are employees, agents, partners, or joint venturers of Dynamic Quest. All persons performing Dynamic Quest's obligations under this Agreement will be considered to be solely the employees, contractors, or agents of Dynamic Quest or its contractors, and Dynamic Quest and its contractors will be responsible for ensuring payment of any and all salaries, wages, payroll taxes, insurance, and other items payable to or on behalf of such personnel performing Services hereunder, and for maintaining worker's compensation insurance on such personnel. 19. In performing the Services under this Agreement, Dynamic Quest and its personnel will materially comply with all applicable laws, ordinances, rules, and regulations. 20. If any portion of the Services will be performed at Customer's premises, Dynamic Quest's personnel will comply with Customer's site rules at all times while on Customer's premises. Customer will provide Dynamic Quest, in advance and with adequate time to review,with a copy of its then-current site rules. It will also inform Dynamic Quest in writing in advance of any site visit of any foreseeable issues impacting access to the work area in question, including if the work area is elevated more than three (3)feet from ground level or involves an enclosed space. Dynamic Quest will send a technician onsite if Dynamic Quest, deems in its reasonable discretion, it is necessary to resolve any problem that cannot be resolved remotely. In addition, Customer must be willing to provide reasonable hands-on support DYNAMIC N—VQUEST Page: 8 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest Alf— DYNAMIC: ■ assistance before dispatch is determined to be necessary. Once on-site support is determined necessary by Dynamic Quest, an engineer will be dispatched based on the priority level of the ticket. Dispatch to Customer's site location will only occur in the event that resolution cannot be performed remotely. Customer must provide Dynamic Quest's dispatched employee with a safe working environment that complies with all applicable safety and health laws, including all OSHA requirements, and shall provide the dispatched employee with all health and safety equipment needed to perform the work, including without limitation, a hard hat, face shield, safety goggles, hearing protection, etc. Dynamic Quest's dispatched employee may refuse to perform any work on site if such dispatched employee, in his/her sole discretion, determines that there is a threat to his/her health or safety. In such instance, the dispatched employee may leave the site and immediately report the concerns to Dynamic Quest management, which shall communicate with the Customer to reach a mutually agreeable resolution of the health or safety concern. If the health or safety concern cannot be resolved to the satisfaction of Dynamic Quest, Dynamic Quest shall be absolved of the requirement to provide those specific on-site services. Should onsite resolution be required all work performed by Dynamic Quest will be charged at the Customer's standard hourly rate regardless of scope of work. 21. Prior to the termination of this Agreement and each Addendum governed hereby and for the twelve (12)-month period thereafter, each party agrees not to hire or solicit for employment(or as an individual independent contractor) any employee, independent contractor or agent(each a"Restricted Employee") of the other party unless such Restricted Employee has been unemployed by the other party for a period of twenty-four(24) consecutive months. If this Section 21 is breached by the hiring of a Restricted Employee of Customer or Dynamic Quest, damages for such breach are agreed to be equal to the demonstrated cost of finding, sourcing, and training a replacement for the Restricted Employee plus one-half(1/2)of the hired Restricted Employee's annual salary not including benefits. 22. It is understood and agreed that, in seeking the professional services of Dynamic Quest, Customer may be requesting Dynamic Quest to undertake uninsurable obligations for the Customer's benefit and, in connection therewith, Dynamic Quest may encounter the presence or potential presence of hazardous substances or contaminants at Customer's site location or locations. Therefore, Customer hereby indemnifies and agrees to defend and hold Dynamic Quest harmless against and from any and all harm, loss, cost, damage, liability, and expense incurred by Dynamic Quest arising from the presence or potential presence of any hazardous substance or contaminant at Customer's site locations or locations. Such cost and expense shall include, without limitation, (i) reasonable attorneys' fees and costs of litigation, (ii) reasonable costs arising from any investigation of any governmental agency for purported violation of any environmental law or regulation relating as hazardous substances, (iii) costs of any investigative response, clean-up, or remedial actions with respect to the same, (iv) medical or other expenses incurred by Dynamic Quest and any of its employees, contractors, personnel or agents; and/or(v)any and all action which Dynamic Quest may be required under any applicable law or regulation to take, cause to be taken, or pay for in connection with the circumstances described in this Section 22. 23. In addition to Section 11 of this Agreement, Customer hereby agrees to indemnify and defend at its sole expense Dynamic Quest, its direct and indirect subsidiaries, employees, agents, representatives, directors, and shareholders, from and against any and all claims, loss, cost, damage, liability, and expense incurred by Dynamic Quest(including all reasonable court, settlement,judgement and attorneys'fees) arising out of or based upon Customer's breach of this Agreement and/or unauthorized or unlawful use of all services, software, or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement, and patent infringement. 24. For purposes of this Agreement, "Customer's Confidential Information" consists of: (i) all non-public information (including but not limited to trade secrets, proprietary information, and information about products, business methods, and business plans) relating to Customer's business(or to the business of Customer's licensors, suppliers, or other trading partners)that is either marked or otherwise identified as confidential or proprietary,or that a reasonable person would understand to be considered confidential by Customer (even if not so marked or identified); and (ii) all information that Customer is obligated by law to treat as confidential for the benefit of third parties, including but not limited to personal, financial, and/or health information about individuals who have applied for or purchased products or services from Customer. 25. For purposes of this Agreement, "Dynamic Quest's Confidential Information" consists of: (i)this Agreement and each Addendum (including without limitation all pricing information), (ii) all reports, audits, analysis and recommendations provided to Customer in connection with this Agreement and any Addendum; (iii) all non-public information (including but not limited to trade secrets, proprietary information, and information about products, business methods, and business plans) relating to Dynamic Quest's business(or to the business of Dynamic Quest's licensors, suppliers, or other trading partners)that is either marked or otherwise identified as confidential or proprietary,or that a reasonable DYNAMIC QUEST Page: 9 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest Alf— DYNAMIC: ■ person would understand to be considered confidential by Dynamic Quest(even if not so marked or identified); and (iv)all information that Dynamic Quest is obligated by law to treat as confidential for the benefit of third parties, including but not limited to personal, financial, and/or health information about individuals who have applied for or purchased products or services from Dynamic Quest. 26. Dynamic Quest acknowledges that, in connection with the performance of this Agreement or any Addendum in the course of its dealings with Customer, Dynamic Quest may receive Customer's Confidential Information from Customer or may otherwise have access to or learn of Customer's Confidential Information. In the absence of Customer's prior written consent to a specific disclosure or use, Dynamic Quest will not disclose to any third party any of Customer's Confidential Information, either orally or in writing, and will not appropriate any of Customer's Confidential Information to Dynamic Quest's own use or to the use of any third party.Customer's Confidential Information that is provided by Customer to Dynamic Quest will be used by Dynamic Quest and its agents only in connection with the Services. 27. Customer acknowledges that, in connection with the performance of this Agreement or any Addendum in the course of its dealings with Dynamic Quest, Customer may receive Dynamic Quest's Confidential Information from Dynamic Quest or may otherwise have access to or learn of Dynamic Quest's Confidential Information. In the absence of Dynamic Quest's prior written consent to a specific disclosure or use, Customer will not disclose to any third party any of Dynamic Quest's Confidential Information, either orally or in writing, and will not appropriate any of Dynamic Quest's Confidential Information to the use of any third party. Dynamic Quest Confidential Information that is provided by Dynamic Quest to Customer will be used by Customer and its agents only in connection with the Services. 28. Upon learning of any unauthorized disclosure or use of (i)Customer's Confidential Information, Dynamic Quest will use its commercially reasonable efforts to notify Customer promptly and cooperate fully with Customer to protect Customer's Confidential Information or(ii) Dynamic Quest's Confidential Information, Customer will use its commercially reasonable efforts to notify Dynamic Quest promptly and cooperate fully with Dynamic Quest to protect Dynamic Quest's Confidential Information. 29. If(i) Dynamic Quest believes it is required by law or by a subpoena or court order to disclose any of Customer's Confidential Information, then prior to any disclosure by Dynamic Quest, Dynamic Quest will, use its commercially reasonable efforts and to the extent legally permissible, promptly notify Customer in writing, attaching a copy of the subpoena, court order, or other demand, and Dynamic Quest will make all commercially reasonable efforts to allow Customer (at Customer's cost and expense) an opportunity to seek a protective order or other judicial relief or(ii) Customer believes it is required by law or by a subpoena or court order to disclose any of Dynamic Quest's Confidential Information, then prior to any disclosure by Customer, Customer will, use its commercially reasonable efforts and to the extent legally permissible, promptly notify Dynamic Quest in writing, attaching a copy of the subpoena, court order, or other demand, and Customer will make all commercially reasonable efforts to allow Dynamic Quest(at Dynamic Quest's cost and expense) an opportunity to seek a protective order or other judicial relief. 30. Nothing in this Agreement or any Addendum will be construed to restrict disclosure or use of information that: (i)was in the possession of and known by the party,without an obligation of confidentiality,prior to receipt from the other party; (ii) is or becomes generally known to the public without violation of this Agreement; (iii) is obtained by a party in good faith from a third party having the right to disclose it without an obligation of confidentiality; or(iv)is independently developed by Dynamic Quest without use or reference to Customer's Confidential Information, or by Customer without use or reference to Dynamic Quest's Confidential Information (collectively,the"Non-Restricted Information"). 31. The obligations imposed by this Agreement with respect to Confidential Information will survive termination of this Agreement and will remain in effect with respect to each item of Confidential Information until that information is or becomes Non-Restricted Information. 32. Neither party may advertise or promote itself using the name, service mark, or description of the other party,without the written consent of the other party in the case of each such use. 33. Should Dynamic Quest breach services included in an Addendum, the breached portion of the Addendum may be terminated upon sixty (60) days'written notice by Customer to Dynamic Quest and provided that such breach remains uncured by Dynamic Quest during such sixty (60)-day period. A notice of breach of an Addendum from Customer must be in writing and must be sent to notices(abdynamicguest.com. If Customer terminates an Addendum following notice to Dynamic Quest and Dynamic Quest's failure to cure, only the breached Addendum shall be terminated. This Agreement, and all other active Addenda remain in place and enforceable. Should Dynamic Quest DYNAMIC QUEST Page: 10 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest Alf— DYNAMIC: ■ breach this Agreement (as opposed to an Addenda), this Agreement may be terminated upon sixty (60) days'written notice by Customer to Dynamic Quest and provided that such breach remains uncured by Dynamic Quest during such sixty (60)-day period. A notice of breach of this Agreement from Customer must be in writing and must be sent to notices@dynamicquest.com. In the event of an uncured breach of this Agreement by Dynamic Quest, this Agreement and all active Addenda will terminate. If the Customer terminates any Addenda for reasons other than an uncured breach by Dynamic Quest, the Customer will owe Dynamic Quest for the full remaining amount under that Addenda through the end of its term, including without limitation, all third party vendor fees directly attributable to the Customer through the end of the term set forth by the vendor. 34. Dynamic Quest may terminate this Agreement and any Addendum if: (i) Customer fails to pay any fees due in accordance with the terms set forth in this Agreement or any Addendum and such termination shall be immediate; (ii) Customer materially breaches the term of this Agreement or any Addendum, other than failure to pay,and Customer has not taken reasonable steps to remedy such breach within sixty (60) days of Customer receiving written notice from Dynamic Quest of the breach; (iii) immediately if Customer misrepresents the nature of the data or the use of the data; (iv)immediately for any other reason set forth in this Agreement; or(v)immediately if Dynamic Quest reasonably believes that such termination is necessary to protect its other customers. If Dynamic Quest terminates only an Addendum for one (1)or more of the reasons set forth in this paragraph, Customer shall owe Dynamic Quest the full balance through the end of the term on that Addendum, including any third party vendor fees directly attributable to the Customer through the end of the term set forth by the vendor, but this Agreement and all other active Addenda shall remain in place and enforceable. If Dynamic Quest terminates this Agreement for one (1)or more of the reasons set forth in this paragraph, all active Addenda shall also terminate, and Customer shall owe Dynamic Quest the full balance through the end of each term on each active Addenda, including any third party vendor fees directly attributable to the Customer through the end of the term set forth by the vendor. Dynamic Quest will notify Customer as soon as reasonably practical of any action it takes relating to Customer's equipment that materially affects Customer's access to its data. 35. Termination of an Addendum will not terminate this Agreement or any other existing Addendum, and the parties will remain free to enter into any future Addendum pursuant to this Agreement. In addition, termination of an Addendum will not relieve either party of any previously accrued obligations or of any obligations that by their nature are intended to survive termination. In addition to obligations relating to Confidential Information, which survive subject to the terms of Sections 24-31, all payment obligations of Customer shall survive termination. 36. Upon any termination of this Agreement, (i) Customer shall (A) immediately discontinue all use of the Services, the Services documentation, and any Confidential Information of Dynamic Quest, and (B) promptly pay to Dynamic Quest all amounts due and payable to Dynamic Quest hereunder incurred and/or payable at the time of such termination; and (ii) both parties shall (A) delete any of the others party's Confidential Information from their respective digital storage or any other media including, but not limited to, online and offline libraries; and (B) return to the other party or, at the other party's option, destroy,all copies of the applicable Services in their possession. 37. In the event of any dispute arising out of or relating to this Agreement or any Addendum, the parties agree to attempt in good faith to resolve the dispute first by direct negotiation and then, if that is not successful, by mediation with a neutral third-party mediator acceptable to both parties. The party initiating a dispute shall give written notice with the details of the potential claim and the parties agree to submit their dispute to mediation within twenty(20) days of receipt of the dispute if not informally resolved in accordance with the first sentence of this Section 37. Mediation must be completed prior to initiating arbitration pursuant to Section 38. Mediation expenses will be shared equally by the parties. 38. Any dispute arising out of or relating to this Agreement or any Addendum which is not settled in a mediation in accordance with Section 37 within a reasonable time will be settled exclusively in a binding arbitration by a single arbitrator.The location of any arbitration proceeding will be in Guilford County, North Carolina. The arbitration will be governed by the Federal Arbitration Act. The arbitrator will be selected, and the arbitration conducted, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), except that the provisions of this Agreement or any Addendum will control over the AAA rules to the extent they are in conflict. The parties will share equally in the fees and expenses of the arbitrator and the cost of the facilities used for the arbitration hearing but will otherwise bear their respective costs incurred in connection with the arbitration except as otherwise provided herein. Depositions will not be allowed, but information may be exchanged by other means. The parties agree to use their best efforts to ensure that the arbitrator is selected promptly and that the arbitration hearing is conducted no later than three (3) months after the arbitrator is selected. The arbitrator must decide the dispute in accordance with the substantive law which would govern the dispute had it been litigated in court. This requirement does not, DYNAMIC QUEST Page: 11 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 833.437.8378 Dynamic Quest Alf— DYNAMIC: however, mean that the award is reviewable by a court for errors of law or fact. Following the arbitration hearing, the arbitrator will issue an award and a separate written decision that summarizes the reasoning behind the award and the legal basis for the award. The arbitrator will award the prevailing party's reasonable costs, fees, attorneys' fees, or expenses. The award of the arbitrator will be binding on each party.Judgment upon the award may be entered in any federal or state court of competent jurisdiction in North Carolina. 39. In no event will Dynamic Quest be liable for any damages or loss caused by Customer's failure to perform its responsibilities, or under any circumstances for lost profits, consequential or incidental damages arising out of any alleged breach by Dynamic Quest. 40. In all events, Customer's sole and exclusive remedy under this Agreement and/or any Addendum with Dynamic Quest will be to terminate this Agreement and any Addendum and be repaid any disputed amounts paid to Dynamic Quest. 41. With respect to any claimed defects in hardware or software, Customer agrees to look solely to the manufacturer or any remedy,including damages. Customer shall first give Dynamic Quest thirty (30) days'written notice of any alleged breach and the opportunity,at Dynamic Quest's sole option and in its reasonable discretion, to contact the manufacturer to cure such breach. If such breach cannot be cured within said thirty (30)-day period, Dynamic Quest shall have such additional time as is reasonably necessary to contact the manufacturer concerning the same, but Dynamic Quest would only be a facilitator and not responsible for third party products or solutions. 42. No term or provision of this Agreement (or any Addendum)will be deemed waived and no breach will be deemed excused unless such waiver or consent will be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach by the other will constitute a consent to, waiver of, or excuse for any different or subsequent breach. 43. If any term or provision of this Agreement (or any Addendum) is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the remainder of this Agreement shall not be affected, and the remainder of this Agreement shall be enforced to the greatest extent permitted by law. 44. Notwithstanding the place where this Agreement may be executed by any party,this Agreement, the rights and obligations of the parties, and any claims and disputes relating hereto shall be subject to and governed by the laws of the State of North Carolina. 45. This Agreement and any Addendum may be executed in counterparts, each of which shall be deemed an original but all of which together are deemed one in the same. 46. THE PARTIES HAVE READ THIS AGREEMENT,UNDERSTAND IT,AND BY SIGNING BELOW AGREE TO BE BOUND BY IT.EACH PARTY REPRESENTS THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS FULL AUTHORITY TO BIND SUCH PARTY. DYNAMIC QUEST Page: 12 of 13 DocuSign Envelope ID:BFF5690E-4716-4836-B8D9-3E84C4C21608 Dynamic Quest DYNAMIC 833.437.8378 Service Desk Prepared by: Prepared for: Quote Information: Dynamic Quest-RAL Orange County Quote#: 001073 John Teunis 131 West Margaret Lane Version: 1 John.Teunis@dynamicquest.com Hillsborough, NC 27278 Delivery Date: 02/26/2021 Jim Northrup Expiration Date: 03/31/2021 (919) 245-2276 jorthrup@orangecountync.gov Recurring Expenses Summary Description Recurring Services Pricing $7,460.00 Recurring Total: I $7,460.00 All pricing is list pricing and does not include taxes and shipping, (where applicable and where not noted in the quote). these charges will be applied to the invoice for payment. THIS IS AN ADDENDUM TO THE MASTER SERVICE AGREEMENT. THE PARTIES HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND BY SIGNING BELOW AGREE TO BE BOUND BY IT. EACH PARTY REPRESENTS THAT THE INDIVIDUAL SIGNING ON ITS BEHALF HAS FULL AUTHORITY TO BIND SUCH PARTY. Dynamic Quest-RAL Orange County Signature: Signature: Name: Cliff Bean Name: Jim Northrup Title: Director of Sales Date: Date: 02/26/2021 DYNAMIC N—VQUEST Page: 13 of 13 DocuSign Envelope ID: BFF5690E-4716-4836-B8D9-3E84C4C21608 DYANMQUEST v ucn�rr. +.�cc ACORDIM CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY)o5/22/2020 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 CONTACT Andy Tribendis INAME:The Simkiss Agency, Inc. PHONE 610 727-5300 FAX 610-727-5414 A/C No Ext: A/C,No 1041 Old Cassatt Road E-MAIL ADDRESS: tribendisandy@simkiss.com Berwyn, PA 19312 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Co of Amer 25674 INSURED INSURER B:Travelers Casualty&Surety Co. 19038 Dynamic Quest, LLC INSURER C 4821 Koger Blvd Main INSURER D Greensboro, INC 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. LT R TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY ZPP16N22010 5/24/2020 05/24/2021 EACHOCCURRENCE $1 OOOOOO CLAIMS-MADE �OCCUR PREMISES ERENTED nce $300 000 MED EXP(Anyone person) s5,000 PERSONAL&ADV INJURY $1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY F] JECOT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY BA911<699985 5/24/2020 05/24/2021 Ea zc NEDtSINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR CUP9K727349 5/24/2020 05/24/2021 EACH OCCURRENCE $9 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $9 000 000 DED I X RETENTION$1 OOOO $ B WORKERS COMPENSATION UB4P775525 1/01/2020 01/01/2021 X STATUTE EORH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A E&O/Cyber ZPL16N22009 5/24/2020 05/24/2021 $3M per CLM/$31M Agg DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Re: Evidence of Coverage CERTIFICATE HOLDER CANCELLATION Orange County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 131 W. Margaret Lane ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough, INC 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 #S661947/M661929 AD