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HomeMy WebLinkAbout2021-649-E-IT Dept-Geopliant-Software MaintenanceRevised 06/21 1 [Departmental Use Only] TITLE Crisis Track FY 22 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 3rd day of November, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Geopliant, 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 of project): Software maintenance and technical support for Crisis Track Disaster Management software. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C Revised 06/21 2 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. DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C Revised 06/21 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Geopliant LLC License and Additional Service Terms (for Crisis Track software) as depicted in Exhibit A and Exhibit B. 4. Duration of Services a. Term. The term of this Agreement shall be from 02/01/2021 to 01/31/2025. 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 02/01/2021. 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 seventeen-thousand-twenty-eight and 00/100 Dollars ($17,028.00 over 4 years) (see Exhibit 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 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 DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C Revised 06/21 4 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.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. 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. 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 DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C Revised 06/21 5 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. 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 DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C Revised 06/21 6 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.orangecountync.gov/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. 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 or 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 or 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. 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 DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C Revised 06/21 7 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 11A 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 Geopliant, LLC P.O. Box 8181 2831 Summerfield Road Hillsborough, NC 27278 Falls Church, VA 22042 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C Revised 06/21 8 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: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ John Maylie, President Printed Name and Title DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C 11/3/202111/8/2021 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Geopliant, LLC Party/Vendor Contact Person: John Maylie Contact Phone: 844-873-7658 Party/Vendor Address: 2831 Summerfield Road City Falls Church State: VA Zip: 22042 Department: Emergency Services Amount: $17,028.00 (over 4 years) Purpose: Software Maintenance Budget Code(s): 10315020-625010 Vendor # 64855 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 11/3/2021 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No 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: 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: Software was in place as of 2/1/2021. Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ 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:_________ DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C 11/5/2021 11/5/2021 11/6/2021 11/8/2021 11/8/2021 00631494-4 GEOPLIANT LLC LICENSE AND ADDITIONAL SERVICE TERMS 1. DEFINITIONS a) “Account” refers to the Service plans and features selected by You at the time of enrollment and accepted by Us, as such plans and features may change by mutual consent of the parties. b) “Erase” and “Erasure” refer to the destruction of data so that no copy of the data remains or can be accessed or restored in any way. c) “Licensed Software” is the cloud-based, Geopliant-hosted software, accessible from the Website by Customer for access and use only in accordance with this Agreement. d) “Materials” refers to written and graphical content provided by or through the Service, including, without limitation, text, photographs, illustrations, and designs, whether provided by Us, another customer of the Service, or any other third party. e) “Project Data” refers to data in electronic form collected through the Services from Your customers or other third parties, or collected or accessible directly from You. f) “Service” refers to Our Crisis Track service. The Service includes such features as are set forth in the quotation provided by Geopliant, LLC, attached as Exhibit A to this Agreement (the “Quote”). g) “Territory” shall be as defined in the Quote. h) “User” refers to a person accessing the Service on your behalf including, without limitation, any employee, sub-jurisdiction employee, or volunteer assigned by You to use the Service. i) "We," "Us," "Our," or “Geopliant” refers to Geopliant, LLC. j) “Website” refers to the content located at www.crisistrack.com k) "You," "Your," or “Customer” means the legal entity identified above. l) “Your Data” refers to data in electronic form uploaded by You, or input or collected through the Service by or from You. m) “User Guide” refers to the content located at https://help.crisistrack.com/article/54-disaster- management-sop as of October 31, 2021. 2. LICENSE GRANT. Geopliant hereby grants to the Customer a non-exclusive, non-transferable, limited license to use the Licensed Software in the Territory during the Term solely in accordance with the terms and conditions of this Agreement. In the event a specific organization, department, or party is identified in the Quote, the license granted pursuant to this paragraph will be strictly limited to the organization, department, or party identified in the Quote and its Users. 3. SCOPE OF USE a) Access. The Customer shall be permitted to access and use the Licensed Software for an unlimited number of Users. Users may remotely access and use the Licensed Software from any desktop computer. The Licensed Software may also be accessed through installation and use of Geopliant’s mobile application, which is subject to additional terms of service. The Customer will designate an individual on the Quote as the “Administrative Point of Contact” to serve as the principal point of contact and liaison between the Customer and Geopliant regarding the Licensed Software and all account activity throughout the Term. Geopliant will provide the Administrative Point of Contact with all necessary usernames and account access to make use of the Licensed Software hereunder, and will communicate directly with the Administrative Point of Contact regarding the Licensed Software and the terms of this Agreement. The Administrative Point of Contact will be responsible for all actions of the Users authorized by the Administrative Point of Contact in connection with the License Software. b) Permitted Use. The Customer shall use the Licensed Software and Services solely for the purpose of hosting data and in order to conduct damage assessments, disaster recovery management, and Search and Rescue operations management, as provided for in the applicable tier of functionality set forth on the Quote (the “Permitted Use”), except as otherwise expressly provided in this Agreement. Geopliant may DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C 00631494-4 2 Crisis Track License and Service Agreement deny any individual access to the Licensed Software on written notice to the Customer if Geopliant, in its reasonable discretion, possesses credible information to substantiate that the person's use of the Licensed Software would violate any provision of this Agreement, regardless of whether Customer designated that person as an Authorized User. c) Responsibilities of Use by Customer. Customer shall: (i) be responsible for Users’ compliance with this Agreement; (ii) solely be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data; (iii) use reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use; and (iv) use the Services only in accordance with the User Guide, applicable laws, and federal and state government regulations. 4. USE RESTRICTIONS The Customer shall not, and shall not permit any Users, representatives or third parties to, in any manner to: a) modify, alter, amend, fix, translate, enhance or otherwise create derivative works of the Licensed Software; b) reverse engineer, disassemble, decompile, decode or adapt the Licensed Software, or otherwise attempt to derive or gain access to the source code of the Licensed Software, in whole or in part, except as and only to the extent this restriction is prohibited by law; c) remove, disable, or otherwise create or implement any workaround to, any security features contained in the Licensed Software; d) remove, delete or alter any trademarks, copyright notices or other Intellectual Property Rights notices of Geopliant or its Licensors, if any, from the Licensed Software; e) copy the Licensed Software, in whole or in part; f) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Licensed Software available to any third party for any reason, other than with affiliated organizations approved by Geopliant its reasonable discretion; g) use the Licensed Software in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including: (i) power generation systems; (ii) aircraft navigation or communication systems, air traffic control systems or any other transport management systems; (iii) safety-critical applications, including medical or life-support systems, vehicle operation applications, and any police, fire or other safety response systems; and (iv) military or aerospace applications, weapons systems or environments; h) use the Licensed Software in violation of any federal, state or local law, regulation or rule , including but not limited to use of the Services to store or transmit harassing, threatening, or defaming Material to any person or entity material, or to store or transmit Material in violation of a person’s privacy rights; i) use the Licensed Software for purposes of competitive analysis of the Licensed Software, the development of a competing software product or service or any other purpose that is to Geopliant's commercial disadvantage; j) make the Services available to anyone other than Users; k) intentionally distribute a computer virus, launch a denial of service attack; or l) in any other way attempt to interfere with the functioning of any computer, communications system, or website. 5. DELIVERY Geopliant shall make access to the Licensed Software available electronically via the Website, as a downloadable application or by other means as identified in the Quote, to the Customer within fifteen (15) business days after the Effective Date. DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C 00631494-4 3 Crisis Track License and Service Agreement 6. FEES a) License Fees. In consideration of the rights granted to the Customer under this Agreement, the Customer shall pay to Geopliant the fees set forth in the Fee Schedule attached hereto as Exhibit A in accordance with the terms of this Section 6, and Exhibit A. If the Term is renewed for any Renewal Term(s) pursuant to Section 13, Geopliant will provide the Customer with a new Quote providing for the terms and fees for the applicable Renewal Term. Execution of the Quote by the Customer, payment of the fees listed on the new Quote, or Customer’s continued accessing and use of the Licensed Software confirms the Customer’s assent to all of the terms and fees set forth in the Quote for that applicable Renewal Term. The Customer shall pay the then-current license fees that Geopliant charges for the Licensed Software during the applicable Renewal Term, which may be changed in Geopliant’s sole discretion, as set forth in the newly issued Quote. b) Service Fees. In consideration of the services to be performed under this Agreement, Customer shall pay to Geopliant the fees set forth in Exhibit A, in accordance with the terms of this Section 6 and Exhibit A. If the Term is renewed for any Renewal Term(s) pursuant to Section 13, the Customer shall pay the then-current Service fees that the Customer charges for the Licensed Software during the applicable Renewal Term, which may be changed in Geopliant’s sole discretion. c) Third Party Data Fees. The Customer shall, at all times, be responsible for the direct payment of all fees related to the collection, loading, and processing of third-party data including, but not limited to, tax data and spatial and geographic data. d) Payment Terms. The Customer shall pay 100% of the license fees due and owing under this Agreement within thirty (30) days after the Effective Date. All payments hereunder shall be in US dollars and made by check or wire transfer and payable to GEOPLIANT, LLC, 2831 Summerfield Rd, Falls Church, VA 22042. e) Geopliant shall provide Customer a new Fee Schedule for each new Term, not later than March 1st prior to the expiration of the then current Term. 7. SERVICES Geopliant provides support services as detailed in the Service Level Agreement attached here as Exhibit B, and shall: a) provide Our reasonable support for the purchased Services to You at no additional charge, b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least eight (8) hours’ notice via the Services), or (ii) any unavailability caused by any Force Majeure Event as set forth in Section 14(d), and c) provide additional services as agreed upon in writing by the parties. In the event additional services are requested, any additional services will be detailed in a Task Order issued by Geopliant for review and execution by the Customer. Each Task Order, and the additional terms and services therein, will be made a part of this Agreement and will be governed by and subject to the terms and conditions of this Agreement. All fees associated with such additional services will be set forth on the Task Order. d) provide the Services only in accordance with applicable laws and government regulations. 8. DATA MANAGEMENT a) Access, Use, & Legal Compulsion. Unless We receive Your prior written consent, We will not share Project Data with any third party. Notwithstanding the foregoing, We may disclose Project Data as required by applicable law or by proper legal or governmental authority. We will give You prompt notice of any such legal or governmental demand and reasonably cooperate with You in any effort to seek a protective order or otherwise to contest such required disclosure, at Your expense. b) Your Rights. You possess and retain all right, title, and interest in and to Project Data, and Our use and possession thereof is solely as Your custodian. You may access and copy any Project Data in Our possession at any time, through the Service. We will facilitate such access and copying promptly after Your request. c) Retention & Deletion. We will retain any Project Data in our possession until Erased (as defined below) pursuant to this Subsection 8(c). We will Erase: (i) any or all copies of Project Data promptly after Your DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C 00631494-4 4 Crisis Track License and Service Agreement written request; and (ii) all copies of Project Data no sooner than 30 business days after termination of this Agreement and no later than 180 business days after such termination. Notwithstanding the foregoing, You may at any time instruct Us to retain and not to Erase or otherwise delete Project Data, provided You may not require retention of Project Data for more than 180 business days after termination of this Agreement. Promptly after Erasure pursuant to this Subsection 8(c), We will certify such Erasure in writing to You. d) Individuals’ Access. We will not allow any of our employees to access Project Data, except to the extent that an employee needs access in order to facilitate the Services and executes a written agreement with Geopliant agreeing to comply with Our obligations set forth in this Section 8. e) Compliance with Law & Policy. We will comply with all applicable federal and state laws and regulations in provision of the Services. f) Leaks. We will promptly notify You of any actual or potential exposure or misappropriation of Project Data (any “Leak”) that comes to Our attention. We will cooperate with You and with law enforcement authorities in investigating any such Leak. We will likewise cooperate with You and with law enforcement agencies in any effort to notify injured or potentially injured parties. g) Email Contact. The Customer agrees that the contact data of the Customer and Users may be used by Geopliant to provide the Customer and Users with news, service updates, product information, transactions, and compliance notices via email communication. The Customer and Users may select to opt out of these communications at any time by unsubscribing via a link in the emails, or b y contacting Us directly. 9. GEOPLIANT PROPRIETARY RIGHTS a) Ownership. The Customer acknowledges and agrees that the Licensed Software is being licensed, not sold, to the Customer by Geopliant. The Customer further acknowledges and agrees that it shall not acquire any ownership interest in the Licensed Software under this Agreement, and that Geopliant reserves and shall retain its entire right, title and interest in and to the Licensed Software and all intellectual property rights arising out of or relating to the Licensed Software except as expressly granted to the Customer in this Agreement. The Customer shall promptly notify Geopliant if the Customer becomes aware of any possible third-party infringement of Geopliant's intellectual property rights arising out of or relating to the Licensed Software and fully cooperate with Geopliant in any legal action taken by Geopliant against third parties to enforce its Intellectual Property Rights. The Customer shall use reasonable efforts to safeguard the Licensed Software from infringement, misappropriation, theft, misuse or unauthorized access. b) IP in General. We retain all right, title, and interest in and to the Service, including without limitation all intellectual property used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant You any intellectual property rights in or to the Service or any of its components other than the limited license to use the Licensed Software. 10. REPRESENTATIONS AND WARRANTIES a) Mutual Representations. Each party represents to the other party that it: (i) is an entity duly organized and validly existing under the laws of its jurisdiction of organization; (ii) is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for purposes of this Agreement; (iii) has all necessary power and authority to negotiate, execute, deliver and perform its obligations under this Agreement; and (iv) has no pending or threatened claim or litigation known to You that would have a material adverse impact on Your ability to perform as required by this Agreement b) Disclaimers. THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND GEOPLIANT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE, MEDIA AND ANY OTHER SERVICES AND MATERIALS PROVIDED TO THE CUSTOMER UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C 00631494-4 5 Crisis Track License and Service Agreement GEOPLIANT PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE LICENSED SOFTWARE WILL MEET THE CUSTOMER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES (EXCEPT AS EXPRESSLY SET FORTH IN THE MATERIALS), OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) WE HAVE NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; AND (II) WE DO NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR IMMATERIAL INTERRUPTION. YOU AGREE THAT GEOPLIANT HAS NO LIABILITY WITH RESPECT TO YOUR USE OF THE SOFTWARE OR YOUR RELIANCE THEREON AND IN NO EVENT SHALL GEOPLIANT BE LIABLE FOR INCOMPLETE OR INACCURATE DATA CONTAINED IN THE SOFTWARE. c) Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface. You must obtain prior authorization by Us if you use Services in public websites. You may be restricted on the number of page views by visitors to those websites. 11. RESPONSIBILITY OF THE PARTIES Geopliant agrees that it shall be responsible for its agents’ and employees’ acts and omissions within the scope of their duties under this Agreement which cause injury to persons or property, subject to the limitations of this Agreement. Customer shall be responsible for its agents’ and employees’ acts and omissions within the scope of their duties which cause injury to persons or property. Nothing herein shall be deemed as a waiver of sovereign immunity or other defense available to the Customer or Geopliant. 12. LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY LAW AND WITHOUT WAIVER OF SOVEREIGN IMMUNITY, IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE MILLION DOLLARS. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 12, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE. 13. TERM AND TERMINATION a) Effect of Termination. The expiration or termination of this Agreement, for any reason, shall not release either party from any liability to the other party, including any payment obligation, that has already accrued hereunder. On the expiration or termination of this Agreement, for any reason, the Customer shall immediately discontinue use of the Licensed Software. b) Survival. The provisions of Sections 4, 10, 11, 12, 13, and 14(f) shall survive the expiration or earlier termination of this Agreement for any reason. 14. MISCELLANEOUS a) Amendment. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party to this Agreement. Notwithstanding the foregoing, We may amend the Website Terms of Use and Privacy Policy at any time by posting a new version at the Website. b) No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement. c) Force Majeure. Excepting only Customer's payment obligations under this Agreement, neither party shall be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to any cause beyond its reasonable control, including strikes, labor DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C 00631494-4 6 Crisis Track License and Service Agreement disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or Customer equipment, loss and destruction of property or any other circumstances or causes beyond such party's reasonable control (each, a “Force Majeure Event”). d) Conflicts among Attachments. In the event of any conflict between this Agreement and any of Our policies posted online, including without limitation the Website Terms of Use and Privacy Policy, the terms of this Agreement will govern. e) Exhibits List. The following exhibits are hereby incorporated in this Agreement by reference and made a part hereof, and are subject to change by the written consent of both parties: (i) Exhibit A: Customer’s Quote (ii) Exhibit B: Service Level Agreement DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C 00631494-4 EXHIBIT A Quote DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C 00631494-4{00631494-4} 8 DRAFT Crisis Track License and Service Agreement EXHIBIT B Service Level Agreement DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C Exhibit A: Crisis Track Quote Orange County NC PO Box 8181, Hillsborough, NC 27278 Geopliant, LLC 2831 Summerfield Road Falls Church, VA 22042 (844) 273-7658 Quote Number: 1098 Date: Wednesday, October 6, 2021 Expires: 02/01/2021 Name Unit price Qty Description Tax % Amount CTDM13 $4,730 4 Crisis Track Disaster 0.00 $17,028* Management is an annual Crisis Track subscription based on the Disaster Management 100k-200k population of your jurisdiction. The subscription provides you with an unlimited number of Includes Discount 10% users to collect and view disaster management data within your jurisdiction’s boundary. Total: $17,028 Terms: Geopliant LLC License and Service Agreement (Version 00631500) This price is exclusive of any applicable federal, state, and/or local taxes for which the Customer shall remain responsible. Administrative Point of Contact is Sarah Pickhardt Territory is Orange County NC Term is 02/01/2021 - 01/31/2025 DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C Exhibit B: Service Level Agreement Geopliant provides software and support when you need it the most. The following describes the service levels included as part of the software subscription. Technical Support Geopliant will provide email and phone support from 9:00am through 8:00pm Monday through Friday Eastern Time excluding Federal Holidays to assist with all questions relating to the operation, maintenance, and issues with the software. Technical Support is available to all Crisis Track users. Should an incident occur where after hours support is needed, the customer will notify Crisis Track support. Once notified, Geopliant will provide 24/7 email and phone support until the incident recovery operations subsides. Uptime and Availability Geopliant will ensure its services are available 99.8% of the time. Scheduled downtime, when the service is not available due to maintenance, upgrades or fixes, will occur during off-peak hours. Customers will receive a notice of a scheduled downtime at least 3 days before the scheduled downtime will occur. Data Management You possess and retain all rights to your data and our use and possession of your data is as your custodian. Unless we receive your prior written consent, Geopliant will not share your data with third parties. There are no limits on the size of data stored. Geopliant will erase your data after your written request or not sooner than 30 business days after termination of the subscription service. Unless you request otherwise, Crisis Track will retain the accounts data for up to six years. Software Updates and Modifications Geopliant regularly updates its applications with new enhancements and issue resolutions. All software updates will be available to all customers at no cost. In addition, Entry forms are easily configurable within Crisis Track. Technical Support will work with customers at no cost to configure Entry forms to meet specific data entry requirements. Other modification requests – such as feature enhancements, output documents, and interfaces with other systems – will be evaluated on a case-by-case basis. In general, if the enhancement is valuable to other Crisis Track customers, Geopliant will schedule and perform the enhancement at no cost. If the enhancement is customer-specific, then Geopliant will analyze the requirement and provide a cost estimate to complete the work. Annual Data Refreshes As part of future year renewals, Geopliant will update the infrastructure stored within each customer account using the GIS and/or tax data sources identified during the initial DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C implementation. At a time of the year previously identified during the initial implementation, Geopliant will contact the Data Point of Contact to request a new set of data. Once the data is received, Geopliant will update your Crisis Track account by processing, loading and testing the data. Data processing includes: ● Identifying features that have changed since the last update ● Distributing values for any multi-tenant properties, and ● Determining each property's disaster assistance grant eligibility type. Following the data processing and upload, Geopliant will provide the Administrative Point of Contact and Data Point of Contact with a data processing report detailing how the county data was processed. DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 September 29, 2021 For Informational Purposes 2831 SUMMERFIELD RD FALLS CHURCH VA 22042-2062 Account Information: Policy Holder Details :GEOPLIANT LLC Contact Us Business Service Center Business Hours: Monday - Friday (7AM - 7PM Central Standard Time) Phone:(866) 467-8730 Fax:(888) 443-6112 Email:agency.services@thehartford.com Website:https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder.Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 09/29/2021 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 be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER BROWN & BROWN INS AGCY OF VA/PHS 42640321 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (866) 467-8730 FAX (A/C, No): (888) 443-6112 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED GEOPLIANT LLC 2831 SUMMERFIELD RD FALLS CHURCH VA 22042-2062 INSURER A : Sentinel Insurance Company Ltd.11000 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY 42 SBA BF0598 09/14/2021 09/14/2022 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $2,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY 42 SBA BF0598 09/14/2021 09/14/2022 COMBINED SINGLE LIMIT (Ea accident)$1,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A EMPLOYMENT PRACTICES LIABILITY 42 SBA BF0598 09/14/2021 09/14/2022 Each Claim Limit Aggregate Limit $10,000 $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION For Informational Purposes 2831 SUMMERFIELD RD FALLS CHURCH VA 22042-2062 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: BCAD9684-D4B1-4CB7-B62B-37ABD69FAA8C