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HomeMy WebLinkAbout2022-303-E-IT Dept-HLP-Software maintenance for ChameleonRevised 06/21 1 [Departmental Use Only] TITLE HLP/Chameleon FY 23 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 20th day of July, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and HLP, 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 maintenance and technical support for Chameleon software for Orange County Animal Services (per Attachment A license agreements) 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: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 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: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 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 Attachment A license agreements). 4. Duration of Services a. Term. The term of this Agreement shall be from August 1, 2022 to July 31, 2023. 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 August 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 fourteen-thousand-four-hundred and no/100 Dollars ($14,400.00) (See Attachment B). 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: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 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: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 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: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 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: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 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 HLP, Inc P.O. Box 8181 9888 W Belleview Ave #110 Hillsborough, NC 27278 Littleton, CO 80123 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 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: __________________________________ Keith Brakey, Chief Operating Officer Printed Name and Title DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 7/22/20227/22/2022 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: HLP, Inc. Party/Vendor Contact Person: Keith Brakey Contact Phone: 800-459-8376 Party/Vendor Address: 9888 W Belleview Ave, Ste 110 City Littleton State: CO Zip: 80123 Department: Information Technologies Amount: $14,400.00 Purpose: Software maintenance for Chameleon Budget Code(s): 10315020-625010 Vendor # 43280 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 20 July 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: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 7/22/2022 7/22/2022 7/22/2022 7/22/2022 7/22/2022 CHAMELEON / CMS SOFTWARE LICENSE AGREEMENT This is a legal and binding agreement between the Purchaser and HLP, INC . ("HLP"). The request of the Purchaser for the Chameleon / CMS Software Package ("CMS") and License, and the acceptance of payment for such by HLP, is an acceptance of these terms and conditions. I.GRANT OF LICENSE and USE : HLP shall grant Purchaser this License for use of CMS at the time of payment. HLP grants no software licenses whatsoever, either explicitly or implicitly, except by full payment for the CMS Software. This license entitles the Purchaser the right to install CMS on a single Server unit to be used by any number of Client Workstations. Additional Servers require additional Licenses, except as stated under Terms and Restrictions. This License Agreement is with the designated Purchaser only. This Purchaser may not rent, lease, give, sell or in any way transmit any part of the CMS Software Package to an unauthorized, unlicensed entity. This is a non-exclusive, non-transferable license to the use of CMS. II.PAYMENT : * Payment for CMS is defined as two parts: 1) Cost of initial License and 2) Support and Maintenance. * The “Cost of initial License” is currently fixed at a published price and is a one time fee. * The “Support and Maintenance” cost is figured by the size of the Purchaser’s network, and this fee is billed monthly, quarterly, or annually. The formula is a fixed amount for the Server plus a fixed amount for each client workstation that uses CMS for daily o perations. The amount changes as the numbers of workstations change unless the Purchaser is paying for “unlimited” users. Annual increases in this fixed, published amount are limited to the “cost of living index”. * All of the above payment conditions must be met within 30 days of Invoice date in order for the Purchaser to hold a current, valid CMS License. III.OWNERSHIP : * Title to CMS shall remain with HLP. The CMS product name, software, documentation, and other material parts of the CMS package are owned by HLP and may not be reproduced in any form, except as stated under Terms and Restrictions. CMS Software contains the proprietary technology of HLP, INC. * All modifications, additions, upgrades, and new versions provided for under Support and Maintenance are considered part of this title and subject to the conditions of this License. * Purchaser hereby acknowledges HLP's copyright of CMS regardless of whether the copyright notice appears on CMS or whether it has been filed with the United State s Copyright Office. IV.TERMS and RESTRICTIONS : * The Purchaser shall receive an executable copy of CMS Software. The Purchaser may load, copy, or transmit CMS, in whole or in part, only as is necessary for execution, backup, and hot standby. * Purchaser may modify or merge CMS solely for execution by itself. Any part of this Software included in such adaptations will continue to be subject to this License. * HLP shall bill the Purchaser a Support & Maintenance FEE periodically using the formula unde r “Payment”. This bill is due and payable within thirty days of receipt. * HLP reserves the right to revoke this License if the Support & Maintenance FEE becomes delinquent and is not remedied 30 days after notification in writing. The Purchaser shall th en cease use of CMS. * Purchaser agrees not to reverse engineer, decompile, or disassemble CMS. V.MAINTENANCE : HLP agrees to provide the following maintenance services: * NEW VERSIONS: New Versions are major changes to the look or feel of CMS. All ne w versions are included and guaranteed to all Purchasers. * UPGRADES: As requests for improvements are accumulated from more than one Purchaser, they will be incorporated into periodic upgrades. These upgrades are included and guaranteed to all Purchaser s. * DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the appropriate avenue of correction. HLP shall correct the problem only if the cause is a bug in CMS. * CORRECTIONS: Corrections in CMS code will be available to all Purchasers through the technical support office. Corrections will be made as soon as possible after reported and prioritized as to urgency to CMS operations. Attachment ADocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 VI. SUPPORT : HLP agrees to provide the following support services: * TECHNICAL SUPPORT LINE: This shall entitle the Purchaser faster access to a technical support person for questions of high priority. Calls are answered during business days and hours and referred to the appropriate staff person. Requests may be faxed or left on the message service when lines are busy or after hours. Evenings, weekends, and holidays are available by pre -arrangement. * SYSTEM to SYSTEM: When requested, HLP can provide the Purchaser direct support via modem and communication software in real time. * SYSTEM ON-LINE HELP: CMS contains comprehensive, context-sensitive, and hyper-texted HELP files that are installed with the software and upgraded as needed. * INTERNET WEB SITE: An internet site is available 24 hours and 7 days to registered Users . Questions, suggestions, and comments may be posted to other Users or the HLP staff. Data can be uploaded and down loaded, all through a local access call. * PERSONNEL ON-SITE: If, for any reason, HLP cannot resolve the Purchaser's request by the means of support listed above, and HLP deems the request critical, then HLP staff may visit the Purchaser's site to resolve the problem. VII. SOURCE CODE ESCROW: * This License does not include or cover access in any way to the CMS Source Code. * HLP has placed in escrow all current Source Code for CMS with an authorized escrow Agent. * The Purchaser shall be entitled to claim a copy of the CMS Source Code under the terms and conditions set forth in the Chameleon/CMS Source Code Escrow Agreement. VIII. LIMITED WARRANTY: * HLP is the owner of CMS and has the right to grant the Purchaser this license to use the same without violating any rights of any third party, and there is currently no actual or threatened suit by any such third party based on the alleged violation of such right by HLP. * HLP warrants that CMS will perform substantially in accordance with it's intended use. * If CMS does not perform as represented and can not be remedied within a reasonable time, HLP will refund the initial cost of this License only. * HLP does not warrant performance of CMS if it is modified by persons other than the staff of HLP. * HLP does not warrant that the execution of CMS will be uninterrupted or error free. * HLP does not warrant that other software programs or computer hardware will not interfere with it’s execution. * HLP disclaims all other warranties, either expressed or implied. IX. TERMINATION: HLP may terminate any License granted if Purchaser fails to observe this agreement, and such condition is not remedied within thirty days after written notice has been given Purchaser. Purchaser will then destroy all copies and adaptations of all versions of CMS and certify in writing that such has been done. DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 Chameleon / Public Access Software License Agreement This is a legal and binding agreement between the Purchaser and HLP, INC.("HLP"). The request of the Purchaser for the Chameleon / PUBLIC ACCESS Software Package ("PUBLIC ACCESS") and License, and the acceptance of payment for such by HLP, is an acceptance of these terms and conditions. The PUBLIC ACCESS package is composed of ChamCam, Knowledge Rocket, PostMaster, MailBox, Image Engine, WebChameleon, PaWWW, PetLink, the integrated hardware, and their media products. I. GRANT OF LICENSE and USE : HLP shall grant Purchaser this License for use of PUBLIC ACCESS at the time of payment. HLP grants no software licenses whatsoever, either explicitly or implicitly, except by full payment for the PUBLIC ACCES S Software. This license entitles the Purchaser the right to install PUBLIC ACCESS on a single Server unit to be used by any number of Client Workstations. Additional Clients require additional Licenses, except as stated under Terms and Restrictions. This License Agreement is with the designated Purchaser only. This Purchaser may not rent, lease, give, sell or in any way transmit any part of the PUBLIC ACCESS Software Package, or media products of this software, to an unauthorized, unlicensed entity. T his is a limited, non-exclusive, non- transferable license to the use of PUBLIC ACCESS. II. PAYMENT : * Payment for PUBLIC ACCESS is defined as two parts: 1) Cost of initial License and 2) Support and Maintenance. * The “Cost of initial License” is currently fixed at a published price and is a one time fee. * The “Support and Maintenance” cost is figured by the size of the Purchaser’s network, and this fee is billed monthly, quarterly, or annually. Each client workstation that uses PUBLIC ACCESS for dail y operations pays the fixed fee. The total amount changes as the numbers of workstations change unless the Purchaser is paying for “unlimited” users. Annual increases in this fixed, published amount are limited to the “cost of living index”. * All of the above payment conditions must be met witin 30 days of Invoice date in order for the Purchaser to hold a current, valid PUBLIC ACCESS License. III. OWNERSHIP : * Title to PUBLIC ACCESS, and the media products from it, shall remain with HLP. The PUBLIC AC CESS product name, software, documentation, media products, and other material parts of the PUBLIC ACCESS package are owned by HLP and may not be reproduced in any form, except as stated under Terms and Restrictions. PUBLIC ACCESS Software, and its media products, contains the proprietary technology of HLP, INC. * All modifications, additions, upgrades, and new versions provided for under Support and Maintenance are considered part of this title and subject to the conditions of this License. * Purchaser hereby acknowledges HLP's copyright of PUBLIC ACCESS regardless of whether the copyright notice appears on PUBLIC ACCESS or whether it has been filed with the United States Copyright Office. IV. TERMS and RESTRICTIONS : * The Purchaser shall receive a executable copy of PUBLIC ACCESS Software and integrated hardware. The Purchaser may load, copy, or transmit PUBLIC ACCESS, or its media products, in whole or in part, only as is necessary for execution, backup, and hot standby. * Purchaser may modify or merge PUBLIC ACCESS solely for execution by itself. Any part of this Software included in such adaptations will continue to be subject to this License. * Purchaser agrees to maintain necessary internet links to allow for a consolidated search of shelter dat a. * HLP agrees to maintain a neutral, commercial free internet site for the sole purpose of achieving a consolidated search. All ‘hits’ are immediately linked to the local Shelter home page. * Images and data extracts created by PUBLIC ACCESS are intende d for use by the Purchaser only. Transfer or sale of PUBLIC ACCESS images by the PURCHASER to other non-licenses entities for commercial purposes is forbidden. * HLP shall bill the Purchaser a Support & Maintenance FEE periodically using the formula under “Payment”. This bill is due and payable within thirty days of receipt. * HLP reserves the right to revoke this License if the Support & Maintenance FEE becomes delinquent and is not remedied 30 days after notification in writing. The Purchaser shall then cease use of PUBLIC ACCESS. * Purchaser agrees not to reverse engineer, decompile, or disassemble PUBLIC ACCESS. * Purchaser agrees to protect HLP proprietary information. Information, including, but not limited to, all database schema, procedures, techniques, sounds, and images, may only be used by authorized, licensed entity. DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 V. MAINTENANCE : HLP agrees to provide the following maintenance services: * NEW VERSIONS: New Versions are major changes to the look or feel of PUBLIC ACCESS. All new version s are included and guaranteed to all Purchasers. * UPGRADES: As requests for improvements are accumulated from more than one Purchaser, they will be incorporated into periodic upgrades. These upgrades are included and guaranteed to all Purchasers. * DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the appropriate avenue of correction. HLP shall correct the problem only if the cause is a bug in PUBLIC ACCESS. * CORRECTIONS: Corrections in PUBLIC ACCESS code will be available to all Purchasers through the technical support office. Corrections will be made as soon as possible after reported and prioritized as to urgency to PUBLIC ACCESS operations. VI. SUPPORT : HLP agrees to provide the following support services: * TECHNICAL SUPPORT LINE: This shall entitle the Purchaser faster access to a technical support person for questions of high priority. Calls are answered during business days and hours and referred to the appropriate staff person. Requests may be faxed or left on the message service when lines are busy or after hours. Evenings, weekends, and holidays are available by pre-arrangement. * SYSTEM to SYSTEM: When requested, HLP can provide the Purchaser direct support via modem and communication software in real time. * INTERNET WEB SITE: An internet site is available 24 hours and 7 days per week to registered Users. Questions, suggestions, and comments may be posted to other Users or the HLP staff. Data can be uploaded and down loaded, all through a local access call. * PERSONNEL ON-SITE: If, for any reason, HLP cannot resolve the Purchaser's request by the means of support listed above, and HLP deems the request critical, then HLP staff may visit the Purchaser's site to resolve the problem. VII. LIMITED WARRANTY: * HLP is the owner of PUBLIC ACCESS and has the right to grant the Purchaser this license to use the same without violating any rights of any third party, and there is currently no actual or threatened suit by any such third party based on the alleged violation of such right by HLP. * HLP warrants that PUBLIC ACCESS will perform substantially in accordance with it's intended use. * If PUBLIC ACCESS does not perform as represented and can not be remedied within a reasonable tim e, HLP will refund the initial cost of this License only. * HLP does not warrant performance of PUBLIC ACCESS if it is modified by persons other than the staff of HLP. * HLP does not warrant that the execution of PUBLIC ACCESS will be uninterrupted or er ror free. * HLP does not warrant that other software programs or computer hardware will not interfere with it’s execution. * HLP disclaims all other warranties, either expressed or implied. VIII. TERMINATION: HLP may terminate any License granted if Purchaser fails to observe this agreement, and such condition is not remedied within thirty days after written notice has been given Purchaser. Purchaser will t hen destroy all copies and adaptations of all versions of PUBLIC ACCESS and certify in writing that such has been done. DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 PRICE QUOTE Date 7/18/2022 Estimate # 6042rv Name / Address Orange County Animal Control Attn: Kris Land P.O Box 8181 Hillsborough, NC 27278 HLP, INC Chameleon Software Products 9878 West Belleview Ave. #110 Littleton, CO 80123 Please return your license renewal form as soon as possible. Phone # 800-459-8376 Fax # 866-844-3924 E-mail Accounting@chameleonbeach.com Web Site www.chameleonbeach.com Total Subtotal Sales Tax (0.0%) Description TotalQtyRate Period Covered August 1, 2022- July 31st, 2023 Chameleon/CMS Software Annual Support & Maintenance * Licensed for a single server and 10 workstations 10,560.00T11960.00 Chameleon Public Access License $9,800 Fee Waived 0.00T10.00 ChamCam imaging included with any licensed Chameleon workstation.0.00T10.00 Required annual WebLicensing/WebDonation service fee.3,840.0013,840.00 Period Covered August 1, 2023- July 31st, 2024 Chameleon/CMS Software Annual Support & Maintenance * Licensed for a single server and 10 workstations 10,560.00T11960.00 Chameleon Public Access License $9,800 Fee Waived 0.00T10.00 ChamCam imaging included with any licensed Chameleon workstation.0.00T10.00 Required annual WebLicensing/WebDonation service fee.3,840.0013,840.00 $28,800.00 $28,800.00 $0.00 Attachment BDocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/1/2021 Brown &Brown -Prescott 255 E Sheldon St Ste A Prescott AZ 86301 Sabrina Switzer 928-776-2716 928-776-2701 sswitzer@bbprescott.com *Sentinel Ins Company Ltd 11000 HLPIN-1 *Hartford Underwriters Ins Co 30104HLP,Inc. Dba Chameleon Software Products 9888 W Belleview Ave #110 Littleton CO 80123 *North American Capacity InsCo 25038 55845108 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X Y Y 59SBAGA0181 8/25/2021 8/25/2022 4,000,000 A 2,000,000 X X Y Y 59SBAGA0181 8/25/2021 8/25/2022 B X59WECEM621511/1/2021 11/1/2022 1,000,000 1,000,000 1,000,000 C C Professional Liability Cyber Liability C-4LWN-099704-CYBER-2020 C-4LWN-099704-CYBER-2020 10/2/2021 10/2/2021 10/2/2022 10/2/2022 Each Act Cyber Liability SIR 2,000,000 2,000,000 50,000 With respects to General Liability &Auto Liability:The certificate holder is automatically additional insured per form SS 00 08 (04-05)on a blanket basis per written contract.Coverage is primary &non-contributory.Blanket Waiver of Subrogation also applies per form SS 00 08 (04-05)on a blanket basis per written contract.30-Day Notice of Cancellation applies per form SS 12 23 (06-11). With respects to Cyber Liability:The certificate holder is automatically additional insured per form SP 17 736 (0719)on a blanket basis per written contract. Blanket Waiver of Subrogation also applies per form SP 15 810 (0318)on a blanket basis per written contract. Orange County PO Box 8181 Hillsborough NC 27278 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89 DocuSign Envelope ID: A59A19C4-4B7A-4DDF-840D-41EE2ED61D89