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2022-136-E-IT Dept-Custom Data Processing-Software annual maintenance and technical support
Revised 06/21 1 [Departmental Use Only] TITLE CDPims/Health FY 23 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 24th day of March, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Custom Data Processing, 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): software annual maintenance and support for CDPims/CDPmobile software used by Environmental Health (division of Orange County's Health Department). 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 DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB Revised 06/21 2 performance of these services. Provider is solely responsible for the professional 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: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB 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): Software maintenance and technical support for the application listed in the Scope of Work section (see also attached quote and software services agreement). 4. Duration of Services a. Term. The term of this Agreement shall be from 8/1/2022 to 7/31/2027. 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 8/1/2022. 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 eighty-one-thousand-two-hundred- eighty-two and 04/100 Dollars ($81,282.04) (over 5 years - See pg 9 Schedule 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 DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB Revised 06/21 4 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.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 DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB Revised 06/21 5 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. 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. DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB Revised 06/21 6 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.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 DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB Revised 06/21 7 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 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 CDP, Inc. P.O. Box 8181 1408 Joliet Road Hillsborough, NC 27278 Romeoville, IL 60446 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB 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: __________________________________ Kelly Pralle, CFO Printed Name and Title DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB 4/1/20224/6/2022 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Custom Data Processing Party/Vendor Contact Person: Kelly Pralle Contact Phone: 800.888.6035 Party/Vendor Address: 1404 Joliet Road City Romeoville State: IL Zip: 60446 Department: Information Technologies Amount: $81,282.04 (over 5 years) Purpose: Software annual maintenance and technical support Budget Code(s): 10315020 625010 Vendor # 57766 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 24 Mar 2022 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: 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 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: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB 4/4/2022 4/4/2022 4/4/2022 4/6/2022 4/6/2022 EC88:46609:38165:1:FRANKFORT Page 1 of 12 ORANGE COUNTY / CDP SOFTWARE SERVICES AGREEMENT Come the parties to this Agreement, Custom Data Processing, Inc. (“CDP and/or Lessor”), 1408 Joliet Road, Romeoville, Illinois 60446, and Orange County, North Carolina, a political subdivision of the State of North Carolina (hereinafter, the “County”), 131 West Margaret Lane, Hillsborough, NC 27278 (CLIENT and/or Lessor) on August 1, 2022, and hereby enter into this Agreement whereby CLIENT leases from CDP the following “Software”: • CDPims/CDPmobile Software for Environmental Health. (Hereinafter jointly referred to as the “Software"). NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions contained herein, and the payment of the fees specified herein, the Parties agree as follows: A. Ownership The Software is leased to the Lessee, not sold. All Software and any rights to this Software (including any changes made at the request or suggestion of Lessee) is the property of CDP hereinafter referred to as “Lessor". Title to each copy of the Software and all related intellectual property rights embodied in or represented by the Software will remain with Lessor at all times, as will all other rights not explicitly granted to Lessee under this Agreement. B. License grant Lessor grants Lessee a nonexclusive, limited license to use the Software solely in object code form, provided Lessee complies with all the terms and conditions of this Agreement. The nonexclusive limited license will terminate upon the breach of this Agreement, the expiration of the Agreement, or termination of this Agreement by either of the parties to this Agreement. C. Confidentiality All Software, including its features and related information, are proprietary and confidential information of Lessor. Lessee agrees not to disclose, release or provide any documentation concerning the Software, or any related information to any third party during the duration of this agreement without written authorization from Lessor. Lessor shall hold in trust for the Lessee, and shall not use or disclose to any other person, firm, or corporation during the term of this Agreement, or at any time thereafter, any confidential information of Lessee to which Lessor obtains access in connection with the provision of its services hereunder unless authorized to do so in writing by Lessee. Any such disclosure by Lessor or the Lessor’s employees without Lessee’s authorization shall represent a breach of this agreement and shall obligate Lessor to pay damages, which damages shall be limited to direct damages and shall in no event exceed the value of the contract and in no event shall Contractor be liable to the Lessee for any indirect, special, incidental, exemplary or consequential damages (including, without limitation, lost profits or goodwill) related to this Agreement or arising from any cause of action whatsoever. However, Lessor’s obligation to pay damages is contingent upon (1) the claim(s) not arising, in whole or in part, out of the DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 2 of 12 action or inaction of the Lessee; and (2) the Lessee’s not making any admission, concession, consent judgment, default judgment or settlement of the claim or any part thereof. It is agreed that Lessor has access to all confidential Lessee data and information maintained by the Lessor. The access and use of this data shall be limited to processing reports, development of new reports or functions and answering of questions for Lessee. Confidential information is information that relates to the Lessee's research and development, trade secrets or business affairs. Confidential information includes all information received by Lessor from Lessee except information in the public domain. D. Copying, Distribution and Use Lessee may not copy, resell, rent, lease, sublicense or redistribute the Software or its licenses or use or permit others to install or directly or indirectly access or use the Software, its functionality, or its licenses, except as provided in this Agreement. E. Reverse Engineering, Decompilation, and Disassembly Lessee may not reverse engineer, decompile, or disassemble the Software or otherwise attempt to derive its source code, except and only to the extent that any of these activities is permitted by applicable law. F. Modifications and Derivative Works Lessee may not modify or create derivative works of the Software. G. Acceptable Use Lessee may not use the Software for a purpose or in a manner not permitted by the terms of this Agreement including, without limitation, infringement of intellectual property rights. H. Account Settings Each License is intended solely for Lessee’s use (or use by another End User for whom Lessee has acquired and paid for a license). Lessee (and Lessee licensed End Users) are solely responsible for maintaining the confidentiality and security of Lessee Account Settings. Lessee is solely responsible and liable for any and all use of Lessee Account Settings and for activities that occur on or through Lessee Account(s). Lessee agrees to notify Lessor immediately about any unauthorized access to or use of any of Lessee Account Settings. The Software contains technological measures designed to prevent its unlicensed or illegal use. Lessee agrees that Lessor may use those measures. I. Accessibility For optimal access of the Software, Lessee is required to have an uninterrupted internet connection with a minimum bandwidth of 2mbps or greater, with the exception being CDPmobile that has ability to work offline. J. Patient data – Ownership & Responsibility Lessee is the owner of all data created by Lessee, or created by the Software with respect to Lessee and is also responsible for the accuracy of all such data. Lessee is solely responsible for preventing the unauthorized release or disclosure of Protected DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 3 of 12 Health Information (PHI), and any claims that may result from such unauthorized release or disclosure. Access To Files Lessor agrees that Lessee shall, at all times, either before, during or after the term of this Agreement, have access to the files of Lessee while said files are in the custody of Lessor. This right shall be deemed to survive the term of this Agreement. Lessor's obligation to retain said files shall be limited to a term of six (6) months following termination of this Agreement. Escrow Lessor will place the Software product(s) being utilized by the Lessee with an established escrow agent. The Lessee shall be the beneficiary of the Software product(s) being held in escrow when and, if Lessor (or its successor) discontinues providing on-going service to the Lessee as a result of no longer offering such service(s) or insolvency and discontinuance of its operation. The Lessee agrees to provide Lessor specific direction as to who at the Lessee’s site shall be the person to whom the Software shall be delivered to and Lessor will advise the escrow agent accordingly. Under no circumstances shall the Lessee make the Software available to any other entity or attempt to compete with Lessor through offering similar service(s). K. Maintenance and support Support is provided with any Software subscription. Support includes support for usage of standard functions and any bugs that may be encountered. Bugs should be submitted via customersupport@cdpehs.com with the exact error message and the steps that lead up to the identification of or cause of the error/action resulting in the Bug. Any Updates or Upgrades Lessor may provide the Lessee will be covered by and be subject to the terms of this Agreement. Lessor reserves the right to provide Lessee with updates or supplements to the Software when Lessor considers it necessary to do so to ensure that the Software functions properly and/or meets state or federal certification requirements. Any technical information Lessee provides Lessor in connection with support services it provides may be used by Lessor for its business purposes, including product and service development, subject to the terms of this Agreement. (See paragraph C.) L. Limited warrantees and warranty disclaimer Lessor warrants that the Software will function substantially in accordance with its Documentation. As Lessee’s sole exclusive remedy for breach of this warranty, Lessor will, at its option, fix the defective Software. Lessor will not be responsible for any breach of warranty under conditions of modification by Lessee, End User or a third party, or if the Software has been misused, or damaged; or any malfunctioning of the Software caused by hardware or network configuration or malfunctioning or by third party Software or services. M. Terms and Termination The term of this Agreement shall be for one year beginning on August 1, 2022 and ending on July 31, 2027. The provisions of Paragraph 10 of the of the Services DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 4 of 12 Agreement entered into between Orange County, North Carolina and Custom Data Processing shall govern the termination of this Agreement. N. Severability If any provision of this Agreement is declared to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect, and the unenforceable provision will be deemed modified to the extent necessary to comply with the applicable requirements of law, while retaining to the maximum extent permitted by law its intended effect, scope and economic effect. O. Governing Law The interpretation and performance of this Agreement will be governed by the laws of the State of North Carolina. P. Service Fees and Payment During the term of this Agreement, Lessee shall pay to Lessor, for the services provided hereunder, fees in accordance with Schedule A that is attached hereto and made a part hereof. Lessor shall invoice Lessee for such fees and charges on a monthly basis and payment therefore shall be due in accordance with Paragraph 5 of the Services Agreement entered into between Orange County, North Carolina and Custom Data Processing. The fees called for shall be subject to annual adjustment to reflect increases, in current charges for services of Lessor. Such adjustments shall not exceed five percent (5%) increase. In no case shall the total compensation paid for Basis Services exceed the amount of $81,282.04. Remit payments to: CDP, Inc. 1408 Joliet Road Romeoville, IL 60446 Non-funding. Lessor stipulates that Lessee is a public entity, governed by certain fiscal laws and constraints and that, therefore, funds available for payments to be made under this Agreement are not available beyond the fiscal year in which such funds are budgeted and appropriated. Lessor agrees that in the event funds necessary for payments to be made under this Agreement are not budgeted by Lessee’s governing body for any succeeding fiscal year; or in the event funds, once budgeted, are limited or withdrawn by said governing body due to financial constraints, shortfall of public funds, or for any other reason which, in the governing body’s discretion, requires that said funds be limited or withdrawn; then this Agreement shall be deemed to have been terminated for convenience of Lessee, and Lessee shall not be deemed to be in default. Q. Assignment DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 5 of 12 The assignment of this agreement is governed by the provisions of Paragraph 11a of the Services Agreement entered into between Orange County, North Carolina and Custom Data Processing. R. Additional Modules As technology changes or unanticipated needs arise, the Lessor will modify, adapt, create or otherwise make whatever changes as appropriate or needed. It is understood that for any and all new projects; requirements and estimated costs associated to work will be mutually agreed upon, and in writing. Lessee may at any time by written order, make changes to the Scope of Work. If changes not contemplated in the current Software are requested by Lessee which causes an increase in Lessor’s cost or time required for performance of any services under this Agreement, an equitable adjustment shall be made and this Agreement shall be modified in writing. The software is subject to and/or includes third party subscriptions, compliances and certifications in its products. CDP is subject to these fee(s) and subsequent increases in the fee(s) charged in connection with our solution, including but not limited to these third-party subscriptions, compliances and certifications, and may pass these increases in fee(s) to the client. Client will be required to pay the increase in fee(s) beginning thirty (30) days after notice thereof S. Disclosure Lessor states at the time of signing that to the best of their knowledge all employees of the Lessor have never been convicted of a felony. T. Discrimination Lessor shall comply with the requirements of Paragraph 11c of the Services Agreement entered into between Orange County, North Carolina and Custom Data Processing. U. Exhibits The following enumerated exhibits and schedules constitute the only addendums to this AGREEMENT. Schedule A – Cost Sheet Schedule B – IT Requirements Schedule C – Service Level Agreement (SLA) V. Indemnity and Insurance: 1. Lessor agrees to indemnify Lessee in accordance with Paragraph 8 of the Services Agreement entered into between Orange County, North Carolina and Custom Data Processing. DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 6 of 12 3. Lessor will at all times during the term of this Agreement keep in force and effect commercial general liability, automobile liability, excess/umbrella liability, worker's compensation, employer’s liability, professional liability, and cyber liability insurance issued by a company or companies rated A- VII or better by AM Best and authorized to do business in the State of Illinois with the following limits of coverage, and Lessee agrees the Lessor’s below described insurance satisfies and is in compliance with the insurance requirements set forth in Paragraph 7 of the Services Agreement entered into between Orange County, North Carolina and Custom Data Processing; Commercial General Liability Each Occurrence $2,000,000 General Aggregate $4,000,000 Products-Comp/Op Aggregate $4,000,000 Automobile Liability Combined Single Limit $1,000,000 Excess/Umbrella Liability Each Occurrence $4,000,000 Aggregate $4,000,000 Worker’s Compensation Statutory Limits/ Employer’s Liability Each Accident $1,000,000 Disease Each Employee $1,000,000 Disease Policy Limit $1,000,000 Professional Liability/Cyber $5,000,000 Employee Theft $500,000 a) Coverage afforded shall apply as a primary with Lessee named as an additional insured on the commercial general and excess/umbrella liability policies. Lessor shall give 30 days’ advance written notice of cancellation or non-renewal of the insurance policy during the term of this Agreement. Lessor and Lessee agree that notwithstanding any provisions to the contrary in said Services Agreement, and Regardless of any legal theory or any claim, in no event shall the amount of Lessor’s maximum aggregate liability to Lessee for damages, for indemnification or hold harmless obligation or duty and/or and attorneys fees or court costs under this Agreement exceed Lessor’s applicable insurance limits. Furthermore, In no circumstances shall Lessor’s liability for damages or for indemnification obligation or duty exist after the expiration of the applicable statute of limitations or one year after this Agreement terminates, whichever first occurs. W. Conflict of Interest DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 7 of 12 Lessor covenants that it presently has no interest and that it will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Lessor further covenants, to its knowledge and ability, that in the performance of said services, no person having any such interest shall be employed by Lessor. X. E-VERIFY & Iran Divestment Act Certification Pursuant to G.S. 143-48.5 and G.S. 147-33.95(g), the undersigned hereby certifies that the contractor named within this document, and the contractor’s subcontractors, comply with the requirements of Article 2 of Chapter 64 of the NC General Statutes, including the requirement for each employer with more than 25 employees in North Carolina to verify the work authorization of its employees through the federal E-Verify system. E-Verify system link: www.uscis.gov By signing this contract vendors, contractors, and/or subcontractors affirm they are not listed and will not utilize a subcontractor listed on the Final Divestment List created by the State Treasurer pursuant to N.C.G.S 143-6A-4, Iran Divestment Act Certification. Y. Entire Agreement This Agreement and the aforementioned Exhibits attached hereto constitute the entire Agreement between the parties. Lessor makes no guarantees, express or implied, other than the warranties expressed in this Agreement. No representative or statement not expressly contained in this Agreement or incorporated by reference shall be binding upon Lessor. Agreement may only be modified or amended in writing with mutual consent by the Parties WITNESS THEREOF, the parties have executed this Agreement this ___ day of __________2021. DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 8 of 12 Orange County, North Caroline CDP, Inc. Phone Phone: 800.888.6035 Fax Fax: 630.783.8841 Email: Email: Kelly.pralle@cdpehs.com Signature: Signature: Print Name Print Name Kelly Pralle Title: Title: CFO Date: Date: DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 9 of 12 SCHEDULE A – COSTS Please note this is an updated Schedule A Orange County, NC Monthly Subscription/User License. Pricing valid until 7.1.22 All pricing subject to increase 5% per year Volume Year One 8/1/22 - 7/31/23 Year Two 8/1/23 - 7/31/24 Year Three 8/1/24 - 7/31/25 Year Four 8/1/25 - 7/31/26 Year Five 8/1/26 - 7/31/27 CDPims 10 $3,600.00 $3,600.00 $3,600.00 $3,600.00 $3,600.00 Monthly County Program Fee CDPims - Food and Lodging 1 $4,400.00 $4,400.00 $4,400.00 $4,400.00 $4,400.00 Public website for viewing of inspections 1 $0.00 $0.00 $0.00 $0.00 $0.00 CDPims - Complaints/Request for Service 1 $730.00 $730.00 $730.00 $730.00 $730.00 Food Borne Illness Module 1 $0.00 $0.00 $0.00 $0.00 $0.00 Activity Module 1 $0.00 $0.00 $0.00 $0.00 $0.00 Ad Hoc Reporting 1 $300.00 $300.00 $300.00 $300.00 $300.00 CDPmobile/ims Sync 1 $3,300.00 $3,300.00 $3,300.00 $3,300.00 $3,300.00 CDPmobile Maintenance due on annual anniversary dates 7 $2,380.00 $2,380.00 $2,380.00 $2,380.00 $2,380.00 One-time costs QA module development for functionality outlined by the state: Optional: QA Module (IMS/Mobile) 1 $1,750.00 Optional: QA Reporting add-on within IMS 1 $250.00 Custom Development $125/per hour. Subject to increase 5% per year. CDPmobile new licenses $1400. Subject to increase 5% per year. Year One Year Two Year Three Year Four Year Five 5-yr total Prices reflect systems as-is currently being utilized in NC $14,710.00 $14,710.00 $14,710.00 $14,710.00 $14,710.00 $73,550.00 Scenerio IF prices increased each year by 5%$14,710.00 $15,445.50 $16,217.78 $17,028.66 $17,880.10 $81,282.04 DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 10 of 12 SCHEDULE B – IT REQUIREMENTS System Requirements For CDPmobile2 Windows App Optimized for Stylus Minimum Recommended Processor Intel Atom based processor Intel i5 dual core processor Memory 1 GB 4 GB Disk Storage 250 MB 5 GB Operating System Windows 7 Professional and above Windows 10 Pre-Requisites US English regional settings .NET Framework v4.5.2 US English regional settings .NET Framework v4.5.2 Windows App Optimized for Touch/Mouse/Keyboard Minimum Recommended Processor Intel i3 based processor Intel i5 dual core processor Memory 1 GB 4 GB Disk Storage 250 MB 5 GB Operating System Windows 10 Windows 10 Professional iOS App Minimum Recommended Device iPad Air 2, iPad Mini 3, iPhone 6 iPad Pro, iPad 5th Gen., iPad Mini 4, iPhone 7 Operating System iOS v9.3 or later iOS v13 or later Android App Minimum Recommended Device Any device Modern tablet or phone device * Operating System Android v4.4 or later Android v10.0 or later * Note that there are a wide variety of Android tablet devices and the Android App has not been tested on all of them. In general, Mi- Corporation recommends reference devices such as the Nexus 5/7/10, Google Pixel(s), Samsung Galaxy Tab series, and Lenovo IdeaTab series. SCHEDULE C – SERVICE LEVEL AGREEMENT (SLA) DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 11 of 12 Scope The Lessor Software Service Level Agreement ("SLA") is intended to describe the level of availability of the Software production server that Lessor will provide to the Lessee. During the term of the Agreement, Lessor’s production servers will be operational and available to the Lessee for at least 99% of the time, excluding scheduled downtime, in any calendar month. If Lessor does not meet the SLA, and if the Lessee meets its obligations under this SLA, the Lessee will be eligible to receive the SLA Credits ("SLAC ") described below. This SLA states the Health Department Lessee’s sole and exclusive remedy for any failure by Lessor to provide the Services covered by this SLA. (What is the SLA Credit?) Definitions Downtime Downtime is measured based on the in-accessibility rate of the Lessor hosted Software production servers due to server side failures only. If there is more than fifteen percent (15%) of the user community finding the Lessor Software production server in-accessible then this constitutes a Downtime. Downtime Period A period of thirty consecutive minutes of Downtime. Intermittent Downtime for periods less than thirty minutes is not counted towards Downtime Periods. Covered Services This refers to the access of the Lessor hosted Software production servers. Monthly Uptime ((60 x 24 x Days of the calendar month) - (Number of minutes of Downtime from all Downtime Periods in the calendar month)) / (60 x 24 x Days of the calendar month). Scheduled Downtime Lessor will notify the Lessee of periods of downtime to the commencement of such downtime. Scheduled downtime is not considered downtime for purposes of this SLA, and is not counted towards any downtime periods. Services Covered Services under the Agreement. SLAC DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB EC88:46609:38165:1:FRANKFORT Page 12 of 12 Monthly Uptime (Percentage) SLAC (Days of Service) < 99.0% & ≥ 95.0% 1 < 95.0% 5 Health Department Responsibilities The Lessee must notify Lessor and request the SLAC within thirty days (30) from the time the Lessee becomes eligible to receive SLAC. SLAC is only available to the Lessor Software hosted model of subscription. Failure to comply with the above will forfeit the Lessee’s right to receive SLAC. Exclusions The SLA does not apply to any service/s that expressly exclude this SLA or any performance issues: (i) caused by factors outside of Lessors reasonable primary control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Lessor’s employees), or Internet service provider failures or delays, SSL provider failures and; (ii) that resulted from the Lessee’s equipment or third party equipment/Software, or both (not within the primary control of Lessor). Maximum Credit The aggregate maximum number of SLAC to be issued by Lessor to the Lessee for all Downtime Periods that occur in a single calendar month shall not exceed fifteen days (15) of Service to be added to the end of the Lessee’s term. SLAC may not be exchanged for, or converted to monetary/subscription amounts. Disclaimer Every effort has been made to ensure the accuracy and correctness of the information contained herein. However in the unlikely event of certain errors and/or omission, Lessor will not be liable to be held responsible for any loss whatsoever due to the usage of this document. Lessor also reserves the right to modify the contents of this document without any prior notice. DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD CUSTO-6 OP ID: DL 12/30/2021 Dorothy Ligenza Southpoint Insurance Agcy, Inc 15341 S 94th Ave Ste 100 Orland Park, IL 60462 James A Carney 708-478-3440 708-478-3368 dligenza@thinksouthpoint.com Hanover Insurance Custom Data Processing Inc.Kelly Pralle1408 S. Joliet RoadRomeoville, IL 60446 A X 2,000,000 X OBC-D795058-00 01/01/2022 01/01/2023 2,000,000 10,000 2,000,000 4,000,000 X 4,000,000 1,000,000B X AWC-A186902-05 01/01/2022 01/01/2023 X X XX 4,000,000A OBC-D795058-00 01/01/2022 01/01/2023 4,000,000 10,000 XA W2C-D782693-00 01/01/2022 01/01/2023 1,000,000 1,000,000 1,000,000 A LHC-D795990-00 01/01/2022 01/01/2023 E&O/Cyber 5,000,000 A Crime -Client Prop BDC-D857775-00 01/01/2022 01/01/2023 Crime 3,000,000 Evidence of Insurance ORANCTY Orange County 300 West Tryon Street Hillsborough, NC 27278 708-478-3440 22292 X E&O and Cyber DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB