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HomeMy WebLinkAbout2023-104-E-Tax Dept-Digital Marketing -Land Records computer assisted mass appraisal LR CAMA softwareRevised 06/21 1 [Departmental Use Only] TITLE Farragut LR-CAMA FY 2022-2023 NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 23th day of February, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Farragut Systems, Inc., having offices at 2775 Meridian Parkway, Durham, NC 27713, (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 Services Agreement (“Agreement”) is for services to be rendered by Provider to County with respect to (insert type of project): Land Records Computer Assisted Mass Appraisal (LR CAMA) system. 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: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 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. The resolution of all defects and omissions will be addressed according to the attached service agreements. If the errors or omissions are not timely corrected and cause the solution to be substantially unusable, then the existence of such errors or omissions shall be a material breach of the agreement. 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) 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. 3. Basic Services DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Revised 06/21 3 a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County’s Request for Proposals or Request for Qualifications (the “RFP”) “RFP Number 367-OC5349 for “LR CAMA System” issued March 25, 2022, and the Provider’s proposal, which are fully incorporated and integrated herein by reference together with Attachments Exhibit I - Farragut Master Services Agreement and Statement of Work, Exhibit II - Farragut NCPTS Software Maintenance and Support Agreement, and Exhibit III - Farragut Software License and Support Agreement (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County’s RFP together with attachments, Provider’s Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. See attached EXHIBIT I, "ATTACHMENT A - PROJECT PLANS" starting on page 11 of EXHIBIT I 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider’s failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from February 23, 2023 to June 30, 2024. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Revised 06/21 4 b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. 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 February 23, 2023. 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 is Five Hundred Thirty-seven Thousand Sixty-five Dollars ($537,065.00). 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. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County’s acknowledgement of the satisfactory completion of Task one. Upon the County’s acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. b. 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 (Nancy Freeman, Tax Administrator) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Revised 06/21 5 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. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. b. 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 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Revised 06/21 6 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. c. 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. d. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon ten (10) days’ notice to Provider, up to a cumulative amount of 30 days. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. Upon notice to proceed by County, Provider shall resume Basic Services within ten (10) days. 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. c. Compliance with Laws. 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 anti-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 this requirement 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. 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 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Revised 06/21 7 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. 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 a suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, 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. The license terms associated with County’s use of the NCPTS Software are specified in the County’s license agreement with NCACC (the “NCACC-County Agreement”). County’s rights in the NCPTS Software will be limited to those expressly granted in the NCACC-County Agreement. If Provider develops any enhancements or other materials under this Agreement (“Work Product”), NCACC and Provider will be the sole owner of all intellectual property rights in such Work Product. In addition, Provider shall retain all intellectual property rights in all methodologies, algorithms, software, documentation, know-how, techniques and other materials which have been previously developed or acquired by Provider and that are used in connection with the Services. Any delivered enhancements will be deemed NCPTS Software and licensed to County pursuant to the terms of the NCACC-County Agreement. h. Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Revised 06/21 8 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 & Address Attention: Nancy Freeman Farragut Systems, Inc. P.O. Box 8181 2775 Meridian Parkway Hillsborough, NC 27278 Durham, NC 27713 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: _________________________________ Jamezetta Bedford, Chair, Orange County Board of Commissioners By: __________________________________ Sanjay Chouhan, Vice President, Engineering Printed Name and Title DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Department Party/Vendor Name: Farragut Systems, Inc. Party/Vendor Contact Person: Sanjay Chouhan Contact Phone: (919) 595-1876 sanjay.chouhan@farragut.com Party/Vendor Address: 2775 Meridian Parkway City Durham State: NC Zip: 27713 Department: Tax Administration Amount: $537,065.00 Purpose: Land Records Computer Assisted Mass Appraisal (LR CAMA) software Budget Code(s): 61370035 897230 30007 Vendor # 61464 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date February 23, 2023 Approved by Board Yes No Agenda Date: 2/21/2023 --- 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: Information Technologies (Applicable only to hardware/software purchases and 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: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 2/27/2023 2/28/2023 3/3/2023 3/3/2023 EXHIBIT I - 1 - MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”) is made and entered into as of ____________________ (the “Effective Date”) by and between Farragut Systems, Inc., a North Carolina corporation having a place of business in Durham, North Carolina 27713 (“Farragut”) and Orange County of North Carolina ("Customer”), a governmental agency with a mailing address of its executive offices at __________________________________________________. In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Services 1.1. Farragut agrees to provide installation, implementation, configuration, consulting, development, training, support, and/or other services as set forth in one or more agreed Statements of Work (the “Services”). Statement of Work No. 1 are attached hereto and incorporated by reference. The parties may from time to time agree to additional Statements of Work, each of which, when signed by an authorized representative of each party, will be deemed a part of and incorporated into this Agreement. Each Statement of Work will identify responsibilities of each party, and the parties shall work together cooperatively to complete their respective responsibilities. 1.2. All changes to a Statement of Work will be made pursuant to a mutually agreed Change Order. The form of Change Order is attached hereto as Exhibit A. The Change Order will address as necessary changes to the requirements, Statement of Work or cost of the Services. No changes to a Statement of Work will be effective unless authorized in a written Change Order agreed by the parties. 1.3. Customer agrees to cooperate with Farragut and promptly perform Customer’s responsibilities under this Agreement. Customer will provide timely access to its key personnel and will timely respond to Farragut’s questions relating to this Agreement or Farragut’s performance under this Agreement and the associated Statements of Work. 1.4. Unless otherwise agreed in writing by the parties, Customer shall have sole responsibility for acquiring and maintaining its own technology environment, including but not limited to client workstations, operating systems, database software, servers, internet access, local area networks, and wide area networks. 2. Fees and Expenses 2.1. Customer shall pay Farragut the fees set forth in the applicable Statement of Work in accordance with the terms and conditions therein. If the Services are provided on a time and materials basis, any estimates provided by Farragut are for planning purposes only. Unless otherwise set forth in the Statement of Work, Farragut shall invoice Customer on a milestone basis upon acceptance of deliverables, and payments are due within thirty (30) days of receipt of invoice. If payment is not made within thirty (30) days of receipt of invoice, then Customer agrees to pay 2/3% per month interest on unpaid amounts or the highest rate allowed by law, if lesser. In the event that Customer, in good faith, disputes any invoiced amounts, Customer shall notify Farragut in writing prior to the payment due date identifying in detail the reason why such charges are disputed. Customer may delay payment on disputed charges (but only disputed charges) pending DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 2 - resolution of the dispute. If any nondisputed amounts are past due, Farragut may upon notice to Customer, and without waiving any rights or remedies, suspend performance under any or all Statements of Work until payments are current. Except to the extent set forth in a Statement of Work, all fees paid hereunder are nonrefundable. 2.2. To the extent authorized and set forth in the applicable Statement of Work, Customer agrees to reimburse Farragut for reasonable out-of-pocket expenses incurred in the performance of Services, including but not limited to travel, lodging, meals, postage, freight, printing and long distance phone expenses. All travel-related expenses must be approved in advance by Customer. 2.3. Customer shall be responsible for any and all applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement, including but not limited to state and local privilege, excise, sales, and use taxes and any taxes or amounts in lieu thereof paid or payable by Farragut, but excluding taxes based upon the net income of Farragut. This provision does not apply to any taxes for which Customer is exempt and for which Customer has furnished Farragut with a valid tax exemption certificate authorized by the appropriate taxing authority. 3. Confidentiality and Proprietary Rights 3.1. “Confidential Information” means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (a disclosing party) to the other party (a receiving party) pursuant to this Agreement that is identified in writing as confidential or that would reasonably be recognized as confidential. Confidential Information does not include information that: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; (c) was previously known by the receiving party as shown by its written records; or (d) was independently developed by the receiving party as shown by its written records. 3.2. A receiving party agrees: (a) to hold the disclosing party’s Confidential Information in strict confidence; and (b) except as expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer or allow access to the Confidential Information. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure and the other party may seek to obtain a protective order or other protections against the disclosure of its Confidential Information. 3.3. Upon the termination or expiration of this Agreement, the receiving party will return to the disclosing party all the Confidential Information delivered or disclosed to the receiving party, together with all copies in existence thereof at any time made by the receiving party, and will delete all electronic copies of such Confidential Information. 3.4. In the event that Farragut develops any custom software, scripts, documentation or other materials under this Agreement (“Work Product”), unless otherwise set forth in the Statement of Work, Farragut will be the sole owner of all intellectual property rights in such Work Product. In addition, Farragut shall retain all intellectual property rights in all methodologies, algorithms, software, documentation, know-how, techniques and other materials which have been previously developed or acquired by Farragut and that are used in connection with the Services. Upon receipt in full of all payments due under the applicable Statement of Work, Farragut will grant Customer a non-exclusive, perpetual, royalty-free license to use, copy and modify the Work Product solely in connection with Customer’s internal operations. Customer agrees not to sell, distribute or otherwise disclose the Work Product to any third party, without Farragut’s prior written consent; provided that Customer may disclose and transfer its license to the Work Product to an affiliated organization or to the acquirer of all or substantially all of Customer’s business. Through its relationship with the North Carolina Association of County Commissioners (“NCACC”), Farragut intends to make the Work Product from Statement of Work #1 that is related directly to NCPTS available for licensing by NCACC to other North Carolina counties. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 3 - 4. Term and Termination 4.1. As a master agreement, this Agreement shall remain in place until terminated as set forth herein. 4.2. The term of a Statement of Work will begin when it is executed by both parties and will terminate when performance under the Statement of Work is completed and paid for, unless the Statement of Work is otherwise terminated as provided herein or in the Statement of Work. Either party may terminate this Agreement or any Statement of Work if the other party materially breaches this Agreement and such breach is not cured, or an acceptable plan for resolving the breach is not put in place, within thirty (30) days after written notice identifying specifically the basis for such notice. If a breach relates solely to Services provided or fees to be paid under a specific Statement of Work and not to other Statements of Work, then a party will have the right to terminate only the affected Statement of Work and not the entire Agreement or other Statements of Work. 4.3. Customer may terminate a Statement of Work by providing at least thirty (30) days prior written notice to Farragut, in the event that applicable county, state, or federal funds associated with such project are withdrawn. 4.4. The terms provided in Sections 3, 5, 6.1, 7 and 8 of this Agreement shall survive any termination of this Agreement. In the event of termination, unless such termination is due to a material breach by Farragut, Customer agrees to pay Farragut for all Services rendered and expenses incurred up to the date of termination (on a pro-rated basis for fixed-fee or milestone-based Statements of Work). 4.5. Except as otherwise set forth in this Agreement, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. Termination of this Agreement will not relieve Customer of its obligation to pay all fees and expenses that accrued before such termination. 5. Representations and Warranties 5.1. Farragut represents and warrants that it has the requisite knowledge, expertise and experience necessary to perform Services under this Agreement, and that the results of the Services will meet the tax purposes of Customer, to the extent such purposes are reflected in the requirements and specifications set forth in a Statement of Work between the parties. Customer agrees to notify Farragut of any breach of this representation within thirty (30) days after completion of the Services, including all substantiating documentation. Customer’s sole remedy for breach of this representation shall be for Farragut to reperform the Services at issue at no charge to County; provided that if Farragut breaches this representation for the same Services more than three (3) times, then County will have the right to terminate this Agreement for breach without further opportunity to cure. 5.2. Customer represents and warrants that it has obtained or will obtain prior to Farragut’s commencement of the Services all licenses and consents from third party vendors authorizing access to and/or modifications of software and/or technical information owned by such vendors and licensed to Customer, as required in order for Farragut to perform the Services. 5.3. Each party represents and warrants that it has received all necessary authority and approvals to enter into this Agreement, and that the negotiation and performance of this Agreement is not in conflict with any other agreement entered into by such party. 5.4. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, FARRAGUT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE TRADE OR BY COURSE OF DEALING. 6. Liability and Insurance DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 4 - 6.1. All liability arising under or relating to the subject matter of this Agreement, whether under theory of contract, tort (including negligence), or otherwise, shall be limited to direct damages. Neither party, including its officers, directors, employees, agents, representatives, and subcontractors, shall have any liability to the other party or to any third party for any incidental, punitive, indirect, special or consequential damages, including but not limited to lost profits, loss of data, cost of recreating lost data, interruption of business, or costs of procurement of substitute goods or services, even if advised of the possibility of such damages, whether under theory of warranty, contract, tort (including negligence), strict liability or otherwise. The aggregate liability of Farragut under any Statement of Work shall not exceed the total fees paid by Customer to Farragut with respect to the Statement of Work. 6.2. Farragut will carry and maintain throughout the period of this Agreement, at Farragut’s sole expense, insurance including specifically general liability and worker’s compensation insurance, to cover the obligations of Farragut set forth herein, or the acts of Farragut performed hereunder. Certificates of such insurance shall be furnished by Farragut to Customer within ten (10) business days after execution of this Agreement. Such certificates shall require the insurer issuing the underlying policy to provide Customer with a minimum of thirty (30) days notice prior to modification or cancellation of said policy. Farragut agrees that such insurance shall be primary, regardless of any other insurance coverage, which Customer may procure for its own benefit. 6.3. Customer is responsible for assuring and maintaining the backup of all Customer data, software and network systems. UNDER NO CIRCUMSTANCES WILL FARRAGUT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE LOSS OF, CORRUPTION OF, OR DAMAGE TO CUSTOMER DATA, SOFTWARE OR NETWORK SYSTEMS. 6.4. The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and Farragut’s compensation for the Services reflects such allocations. 7. Dispute Resolution 7.1. The parties agree to attempt to resolve any controversy, claim or dispute (“Dispute”) arising out of or relating to this Agreement by means of good faith discussion and negotiation. In the event that a Dispute cannot be resolved at the project level, then designated senior executives of the parties shall meet and enter into further good faith settlement negotiations. If such senior executives cannot resolve the Dispute within sixty (60) days, then, either party may initiate a law suit exclusively in a state or federal court located in Durham County. 7.2. This Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without regard to conflict of law provisions. 8. Miscellaneous 8.1. During the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement for any reason, neither party shall employ nor offer or seek to employ, either directly or indirectly, any person who, at that time or within the last six (6) months, was either employed by or engaged as an independent contractor by the other party and was involved in the delivery or receipt of services under this Agreement. 8.2. The parties are and intend to be independent contractors with respect to the services contemplated hereunder. Farragut agrees that neither it nor its employees or contractors shall be considered as having an employee status with Customer or having any claim to employee benefits of any kind offered by Customer. All persons employed by Farragut to perform Services shall be subject to the exclusive direction and control of Farragut. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 5 - 8.3. Neither party shall be liable for any failure or delay in the performance of its obligations due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, terrorism, strikes or other labor shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other act of God. Each party shall promptly notify the other party in the case of an event arising under this Section. 8.4. This Agreement, including all Statements of Work, constitutes the entire understanding of the parties with respect to its subject matter, and supersedes all prior or contemporaneous written and oral agreements with respect to its subject matter. Except as provided expressly herein, this Agreement shall not be modified, amended, or in any way altered except in a written amendment executed by both of the parties. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. 8.5. Headings used in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement. 8.6. Neither party may assign this Agreement or any right hereunder without the prior written consent of the other party; provided however that Farragut may assign this Agreement to the acquirer of all or substantially all of its business, so long as such acquirer agrees in writing to be bound by the terms of this Agreement and notice is provided to Customer within ten (10) days of such transfer of any new entity, address and/or contact(s). Any attempted assignment not authorized herein shall be null and void. 8.7. Farragut may use Customer’s name and logo in a list of Farragut customers. 8.8. All notices required or permitted hereunder shall be in writing, delivered personally; by certified or registered mail, or by overnight delivery by an established national delivery service at the respective addresses first set forth above. Notices to Farragut shall be sent to the attention of ___________________, or to such other person designated by Farragut in a written notice to Customer. Notices to Customer shall be sent to the attention of ____________________ or to such other person designated by Customer in a written notice to Farragut. All notices shall be deemed effective upon personal delivery or when received if sent by certified or registered mail or by overnight delivery. Farragut Systems, Inc. By: ______________________________ Name: Sanjay Chouhan Title: Vice President, Engineering Date: _____________________________ Customer: Orange County By: ______________________________ Name: ____________________________ Title: _____________________________ Date: ____________________________ DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 7 - STATEMENT OF WORK NO. 1 This Statement of Work (“SOW”) is made and entered into by and between Farragut Systems, Inc. (“Farragut”) and Orange County of North Carolina (“Customer”), and is subject to the terms of the Master Services Agreement between the parties dated ____________________ (the “Services Agreement”). The Effective Date of this SOW is ____________________. 1. BACKGROUND Customer has acquired a license to certain software known as North Carolina Property Tax System (“NCPTS”) pursuant to a license agreement with North Carolina Association of County Commissioners (the “NCACC License Agreement”); has acquired a license to Farragut’s ParcelSync, DeedSync, and MapMetrics software products (“Farragut Products”) from Farragut pursuant to a license agreement with Farragut (the “Farragut License Agreement”); and has acquired a license to Apex Sketch product from Apex Software pursuant to a license agreement with Apex Software (the “Apex Software License Agreement”). This SOW relates to the implementation of NCPTS Land Records & CAMA software module (“LRC”), Parcel Identification Number application (“PIN App”), Farragut Products, Apex Sketch Product in Customer’s environment. Customer has separately agreed to obtain support for NCPTS, Farragut Products, and Apex Sketch Product pursuant to separate Support Agreements (the “Support Agreements”). Customer’s rights to use NCPTS are solely as set out in the NCACC License Agreement and Customer’s rights to use Farragut Products are solely as set out in the Farragut License Agreement. Also, all software created by Farragut under this SOW that is a new release, update, modification or derivative of NCPTS, PIN App, or Farragut Products, or that is otherwise based on or related to NCPTS or Products, will be considered part of NCPTS and Farragut Products (and not part of the Work Product hereunder). All warranties related to NCPTS are set forth in the NCACC License Agreement and all warranties related to Farragut Products are set forth in the Farragut License Agreement, and not this Agreement. County acknowledges and agrees that Farragut is not responsible for errors or issues in Apex Sketch and other third-party products. However, Farragut will use commercially reasonable efforts to assist Customer with any issues arising with such third-party products that relate to the subject matter of this SOW, including by directly communicating with such third-party vendors as appropriate. 2. PIN APP REPLACEMENT The new PIN App will be designed, built, and implemented to replace and improve the Customer’s current software and workflows, including: CCS Deeds DeedSync NCPTS LRC New PIN  AppParcelSync DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 8 -  CCS Deeds will be export XML files that will be imported into DeedSync with the scanned deed image references. It can be referenced from the remote location or can be imported and saved on the LR server.  New DeedSync provides integration between CCS Deeds and NCPTS LRC. Deeds will be imported and accessible in NCPTS LRC and in ParcelSync for mapping. Users can search and maintain deed work queue items and view scanned deed images. PIN changes will be reported back to CCS Deeds.  New NCPTS CAMA is the new NCPTS LRC system.  New PIN App will be developed to support the County’s PIN ordinance requirements and it will maintain reserved PINs and activated PINs. This new PIN App will also interface with NCPTS LRC and ParcelSync.  New ParcelSync is an ArcMap extension provides that integrates NCPTS LRC and DeedSync. It provides the interface to perform split, combine, ownership transfer, and additional parcel maintenance transactions. It will also integrate with the new PIN App. 3. IMPLEMENTATION SERVICES AND FEES Attachment A to this SOW, incorporated herein by reference, contains an initial Project Plan outlining the implementation tasks, Farragut responsibilities, Customer responsibilities, acceptance criteria, and fees associated with the implementation of NCPTS and Farragut Products. The total amount of services shall not exceed $407,375 for the term of the contract, as follows: County agrees to pay Farragut for the services above as follows: 1. Upon signed contract: $81,475 (20% of total services) 2. Upon delivery of services: $ 244,425 (60% of total services) 3. Upon acceptance and production of software modules: $81,475 (20% of total services) Farragut out-of-pocket expenses incurred in the performance of Services, including but not limited to travel, lodging, meals, postage, freight, printing and long-distance phone expenses, are included in the Services fees. 4. DELAYS The parties agree to work together in good faith to meet established timeframes and avoid delays in the completion of Services. In the event that either party believes that a delay may be likely, whether due to factors within the control of such party or outside the control of such party, then it shall promptly notify the other party in writing and the parties will meet as soon as practicable to discuss ways to mitigate or avoid any such delays. Customer shall provide Farragut with access to Customer’s technical personnel, facilities, databases, information, approvals and security clearance as set forth in this Statement of Work, an agreed Project Plan or other agreed project document. In addition, so long as Farragut provides reasonable advance notice, Customer will provide reasonably required office space and limited access to a telephone, computer, copier, printer and parking spaces. Customer also understands that certain individuals, because of their position or particular expertise, may be required to participate in the Services on an ‘as needed’ basis to attend meetings, provide answers, research issues, define policies, etc. Customer acknowledges that a delay in the completion of the Services is likely to lead to additional costs for Farragut. In the event that Customer solely causes a delay of more than two (2) months in the DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 9 - completion of a major Phase of Services as defined in the Project Plan, then Customer agrees to pay Farragut a fee in an amount equal to one percent (1%) of the total fees due for such Phase for each week that the Project is delayed past 2 months, up to a maximum of 10% (10 weeks). Farragut acknowledges that a delay in the completion of the Services is likely to lead to additional costs for Customer. In the event that Farragut solely causes a delay of more than two (2) months in the completion of a major Phase of Services as defined in the Project Plan, then Farragut agrees to provide Customer with a credit in an amount equal to one percent (1%) of the total fees due for such Phase for each week that the Project is delayed past 2 months, up to a maximum of 10% (10 weeks). The parties agree that the fees and credits in this Section are not penalties but instead are good-faith estimates of the damages associated with delays to each party. In addition, this Section is subject to the terms of Section 8.3 of the Services Agreement (force majeure). 5. PROJECT MANAGERS Each party will appoint and maintain a qualified person as its "Project Manager" under this SOW. Each Project Manager will be the primary point of contact for this Agreement, will coordinate the party’s activities and responsibilities under this SOW, and will respond promptly when contacted by the other Project Manager regarding this Agreement. Each party shall notify the other in writing of any replacement of its Project Manager. The Customer’s Project Manager shall have responsibility and authority for:  Ensuring all Customer responsibilities are completed in a timely manner  Accepting or rejecting deliverables under the terms of this SOW  Approving invoices The Project Managers will meet on at least a weekly basis to review status of the Services and any delays or other issues under the Project Plan. For Farragut: Name: Stephanie Gavilan-O'Neal Address: 2775 Meridian Pkwy, Durham, NC 27713 Telephone: 919-595-1814 Email: Stephanie.GavilanONeal@farragut.com For Customer: Name: ____________________ Address: ____________________ Telephone: ____________________ Email: ____________________ 6. ACCEPTANCE Customer shall review each final deliverable (“Deliverable”) to determine if it is in compliance in all material respects with the acceptance criteria set forth in the Project Plan. Customer shall provide Farragut in writing with its acceptance or rejection of each Deliverable within five (5) business days, unless a different time period is agreed by the parties. The Deliverable will be deemed accepted by Customer if Customer uses the Deliverable in a live, production setting or if Customer does not notify Farragut of any problems within the five business day period noted above. Customer shall provide Farragut with detailed information and specific reasons in the event Customer DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 10 - rejects a Deliverable. In such event, Farragut shall promptly verify and will use commercially reasonable efforts to either modify the Deliverable or provide a reasonable workaround to address any verified issues within ten (10) business days. 6. EXCLUSIONS The following tasks are specifically not included in this SOW: a. Provisioning of any computer hardware. Customer will have sole responsibility for acquiring and installing any computer hardware needed to support NCPTS at Customer’s expense. b. Provisioning of any supporting software. Customer will have sole responsibility for acquiring and installing all software not licensed by Farragut at Customer’s expense. This includes (but is not limited to) operating systems, relational databases, ESRI server products and ArcGIS Desktop products. c. Provisioning of test environment. If Customer desires a dedicated test environment (recommended), Customer shall be responsible for providing all required hardware and software for this environment. Should Customer desire to provision the test environment as a virtual machine, Farragut staff is available to provide technical assistance in creating the VM, but Customer will be responsible for providing the VM hosting hardware and all required third party licensed software. d. Interaction with non-Customer staff. There are frequently many organizations other than Customer who are interested in addressing, including municipalities, utility companies, delivery companies, and the post office. It is not uncommon for the interests of these different parties to be in conflict, and Customer has sole responsibility for meeting with and determining whether to and how to best meet the needs of any other interested parties. 7. ADDITIONAL TERMS Customer will, as applicable: (i) provide Farragut adequate, timely, safe and hazard-free access to its personnel, facilities, equipment, hardware, software, network and information, subject to Customer’s reasonable security rules; (ii) provide adequate working and storage space for use by Farragut personnel near Customer’s hardware, software and systems; (iii) provide Farragut full access to Customer’s hardware, software and systems and sufficient computer time; (iv) follow Farragut’s procedures for placing service requests and determining if remedial service is required; (v) follow Farragut’s or applicable third party instructions for operator maintenance and for obtaining services; (vi) reproduce suspected errors or malfunctions of software upon request; and, (vii) timely make decisions, notify Farragut of relevant issues or information and grant approvals and/or permission to Farragut. Customer will obtain and provide to Farragut all required licenses, approvals or consents from third parties necessary for Farragut’s performance of the Services, except to the extent, if any, relating to Farragut products. Customer accepts responsibility for Customer’s failure to obtain the appropriate licenses, intellectual property rights, or any other permissions, regulatory certifications or approvals required to support this SOW, except to the extent, if any, relating to Farragut products. If Farragut is to install products as part of the Services, Customer shall prepare and maintain the installation site in accordance with Farragut’s and the applicable third party manufacturer’s instructions and specifications. Customer is responsible for insuring that these instructions and specifications, as well as all instructions and specifications provided by Customer, comply with all local laws and building ordinances. Customer is responsible for all environmental requirements, electrical interconnections and modifications to facilities for proper installation. Any delays in preparation of the installation site will correspondingly extend Farragut’s delivery and installation deadlines. Customer is exclusively responsible for supervising, managing and controlling its use of hardware, DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 11 - software, integrated systems and other Deliverables installed or provided by Farragut, including but not limited to, establishing operating procedures, appropriate access and permissions, and audit controls, supervising its employees, providing adequate network security, making daily backups, providing virus protection, inputting data, ensuring the accuracy and security of data input and data output, monitoring the accuracy of information obtained, and managing the use of information and data obtained. Customer will insure that its personnel are, at all times, educated and trained in the proper use and operation of products provided by Farragut and that products provided by Farragut are used in accordance with applicable manuals, instructions and specifications. CUSTOMER IS RESPONSIBLE FOR BACKING UP CUSTOMER’S DATA, SOFTWARE AND SYSTEMS. Customer will maintain back-up data, software and systems necessary to replace critical Customer data, software and systems in the event of loss, corruption or damage to data, software or systems from any cause. Customer represents and warrants to Farragut that it does not have any contracts or other obligations to third parties, including but not limited to any license agreements or confidentiality obligations, that will be violated in any respect by Customer’s or Farragut’s performance under this Agreement. Farragut Systems, Inc. By: ______________________________ Name: Sanjay Chouhan Title: Vice President, Engineering Date: _____________________________ Customer: Orange County By: _______________________________ Name: _____________________________ Title: ______________________________ Date: _____________________________ DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 12 - ATTACHMENT A PROJECT PLANS The specific start and finish dates in detail for each task below will be mutually determined by Farragut and Customer during Phase 1 of the project. The project will start on February 2023, and the target production date is December 2023. Project Initiation Plan Project Initiation Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee PROJECT INITIATION 2/27/2023 03/31/2023 $10,000 Data Conversion Structure Education Farragut will conduct 2 days sessions to educate the Customer on the LRC database structure and Farragut Standard Data file format. Customer staff will participate in these sessions. Customer will document their data transformation plan, with support from Farragut. Customer understands Farragut’s Standard Data File format. Customer data transformation plan is documented and signed-off by Customer and Farragut. Fit Analysis Farragut will conduct 5 days of sessions with the Customer to perform a Fit Analysis. The goals of this analysis are to: 1) Understand Customer's legacy system and processes. 2) Describe NCPTS system functionality at a high level and introduce Customer to NCPTS business processes. During this time, Farragut will review the Customers business processes for the following areas: LRC 1) Maintain Property Customer staff will be available to demonstrate or discuss business process workflows with Farragut. Customer trainers/power users will attend the business process overview/orientation sessions for NCPTS. Customer trainers/power users will attend the business process mapping sessions in each of the business areas listed to the left to identify and document Customer business process similarities and differences required to use NCPTS. Customer’s management team will be available for review of the business process gaps identified during these sessions Documented list of business process gaps identified, process changes recommended, and product enhancements desired. Customer receipt and sign-off of Fit Analysis documents. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 13 - Project Initiation Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee 2) Street Dictionary, Situs Addressing 3) Adjustments 4) Lookup Maintenance, User Management 5) SOV and Neighborhood Management days 6) Workflow 7) Sales, Multi Sales and Deed 8) Permits 9) Transactions Processing 10) Zoning Dictionary, Photo Management 11) Revaluation process 12) GIS processes 13) Appeals Project Management Process Foundation Farragut will assign a Project Manager to manage and coordinate all activities with the customer. Farragut will work with the Customer to create a project management and communication plan. Customer will assign a Project Manager to manage and coordinate activities with Farragut. Customer Project Manager will work with Farragut to create a project management and communication plan. Communication and Project Management process are documented. Farragut and Customer commitment and signed-off to defined processes Change Order Management Foundation Farragut will provide documented change order process. Farragut will review process with Customer to align expectations. Farragut will provide documentation for Customer to use when requesting changes to the project scope and schedules. Customer staff available to review documented change order process with Farragut. Customer and Farragut mutual commitment and sign-off to change order process DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 14 - Project Initiation Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee Customer Change Management Confirmation Farragut will support Customer established and led organization change management processes. Customer is responsible for preparing and leading staff for the required changes in business process and staff roles. Finalize SOW and Project Plan Farragut will work with Customer to modify initial SOW and Project Plan to accommodate Customer’s business needs. Customer will work with Farragut to modify initial SOW and Project Plan where needed to accommodate Customer’s business needs. Initial SOW and Project Plan is revised and signed by Farragut and Customer. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 15 - Land Records & CAMA Implementation Plan The specific start and finish dates in detail for each task below will be mutually determined by Farragut and Customer during the Project Initiation phase. LRC Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee PHASE 1: LRC PREPARATION 03/17/2023 06/30/2023 $60,000 Project Planning and Management Farragut will create and review with Customer the detailed Phase 1 Project Plan and high-level Phase 2 Project Plan. The detailed Phase 2 plan will be completed and reviewed at the end of Phase 1. Farragut will support Customer leaders in preparing staff for the coming changes in business processes. Customer project manager (along with leaders of LRC & IT) will work with Farragut project manager to complete the project planning for Phases 1 & 2. Customer leaders will prepare staff for the coming changes in business processes. Project Plan commitment & sign-off by Farragut and Customer. Project Kick-Off Meeting completed. Product Enhancement Requirements Farragut will facilitate and document the requirements described in the Product Enhancements List below. Appropriate Customer trainers/power users will participate in the requirements sessions for desired enhancements. Delivery of approved requirements for enhancements. PHASE 2: LRC IMPLEMENTATION 04/01/2023 12/31/2023 $237,375 Data File Specific Education Farragut will conduct education sessions throughout the process based on the data being extracted at the time. Customer staff will participate in these sessions. Customer will document their data transformation plan specific to the files being reviewed, with support from Farragut. Customer staff will generate data files in the Farragut standard file format. Customer understands Farragut’s Standard Data File format. Customer data transformation plan is executed and data files are provided to Farragut. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 16 - LRC Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee Data Conversion & Reports Reconciliation Farragut, using Standard Data files provided by the Customer, will populate Customer legacy data into the NCPTS database in accordance with NC statutes. Farragut will use automated data migration tools to help verify that the legacy data has been transformed and populated correctly into the NCPTS database. Farragut will provide the Customer with a report detailing any discrepancies found during this migration. Farragut will migrate those data elements that are required and supported by NCPTS. Any additional data required by customer will be subject to additional costs. Once the data has been migrated into NCPTS, Farragut will perform Value Matching calculations. Farragut will identify any data elements that fall outside of agreed upon acceptable ranges. Farragut will work with Customer to identified reasons for value discrepancies and steps for correction, either through Customer data transformation or Farragut adjustments. Customer will provide legacy data in the Farragut Standard File format at multiple times throughout the project. Customer, along with Farragut, will review results of detailed discrepancy report. Customer will make necessary changes to reconcile discrepancies. Customer will work with Farragut to determine best method for reconciling value matching discrepancies. Customer will identify a subset of parcels in legacy data to be verified manually. Database is generated utilizing the Customer’s data files and Farragut’s Standard Migration tool. Data value matching is completed with value match within agreeable tolerance. Manual verification of legacy data is completed during training sessions. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 17 - LRC Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee Product Enhancements Implementation Farragut will deliver unit-tested and executable code for the requirements described in the Product Enhancements List below. Customer will provide requirements clarifications as needed. Farragut delivered enhancements functionality as part of planned releases. System Installation & Configuration Farragut will provide Customer with application software, installation instructions, configuration requirements and database. Customer will create a system environment that meets or exceeds Farragut’s minimum recommended environment in the Hardware Specification document. Customer (with Farragut’s help if needed) will install the application and upload the provided databases. Customer will provide Farragut staff with remote access to their environments for troubleshooting and support. Customer application environments successfully created. MapMetrics Integration Farragut will provide application software for installation on both the Customer’s test and production environments. Farragut will configure both the test and production MapMetrics servers. Farragut will provide information of required layers for map services. Customer will provide map services published on ESRI’s ArcGIS for Server (Standard License) software. Customer will create and publish map services to configure in MapMetrics for test and production environment. Customer will provide Farragut with access to the test and production environments to configure the MapMetrics server application. MapMetrics is operational on the customer network and ready for User Acceptance Testing to begin MapMetrics is in use for production GIS analysis of LRC data. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 18 - LRC Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee ParcelSync Integration Farragut will conduct a 1-day meeting to discuss GIS data conversion, parcel mapping workflow and supporting IT infrastructure Farragut will convert the Customer's GIS data into the ParcelSync data model, configure the mapping transaction types as agreed and provide a database backup file. Following Customer review of this first draft configuration, Farragut refines the data conversion and workflow definitions and delivers an updated database backup file. Farragut will perform a final GIS data conversion to the ParcelSync data model and provide the final ParcelSync database file to the Customer. Customer will make appropriate staff available to provide Farragut staff information regarding GIS data, parcel mapping procedures, and supporting infrastructure Customer will create ParcelSync database utilizing the Farragut provided database backup for both test and production environments. Customer will provide a permanent mapping workstation with ArcMap software for use by Farragut to use for test and training. Customer will create production desktop profiles for parcel mapping staff. Customer will provide Farragut remote access to the above machines via VPN or similar means. Customer will provide the production ArcSDE server with appropriate ESRI software licenses and supporting database product licenses. ParcelSync integrated with LRC is operational on the Customer network and ready for User Acceptance Testing to begin ParcelSync integrated with LRC is in use for production parcel mapping and creation of LRC records. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 19 - LRC Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee DeedSync Integration Farragut will conduct a 1-day meeting to discuss Register of Deeds data mapping, ParcelSync integration and supporting IT infrastructure. Farragut will configure the test and production DeedSync servers to integrate with the Register of Deeds (ROD) Software. Farragut will provide Customer with documentation with the required data format needed from the ROD. Customer will make appropriate staff available to provide Farragut staff information regarding Register of Deeds data, data transfer procedures, and supporting infrastructure. Customer responsible for managing communication between Farragut and ROD vendor. Customer responsible for providing ROD with Farragut’s required file format and working with the vendor to provide Farragut with the appropriate data for integration into the Farragut system. Customer will provide servers to host both the test and production DeedSync web application. Customer will provide Farragut remote access to the above machines via VPN or similar means Customer will provide the SQL Server databases for both the test and production DeedSync databases. DeedSync is operational on the Customer network and ready for User Acceptance Testing to begin DeedSync integrated with LRC and ParcelSync and is in use for production processing ROD documents. Apex Sketch Integration Farragut will deploy the new sketch files provided by Apex into LRC. County will obtain Apex v5 licenses. County will contract directly with Apex Software to convert the current sketch files to LRC compatible file. County can see sketch in LRC with accurate information. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 20 - LRC Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee Permits Integration Farragut will configure the NCPTS Permit interface to integrate with Customer’s permits software. Customer will ensure that their permits software will provide data in the standard format required by the NCPTS interface. County can see that Permits are loaded in to LRC with accurate information that matched with data provided in the permit files from customer’s permit software. Training Farragut will provide up to 120 hours of training for the functional areas of Land Record, CAMA, GIS & System Administration. Farragut will provide up to 32 hours of reports reconciliation training. Customer will actively participate in training sessions for each of the functional areas of Land Records, CAMA & System Administration. Customer will participate in reports reconciliation training. Farragut delivers training within the project schedule and budget constraints. User Testing & Acceptance Farragut will provide software and database to be utilized during user acceptance testing Farragut will provide support for user acceptance testing. Farragut will repair critical defects reported during user acceptance testing that materially impede the Customer's business processes. Other issues will be addressed post- production under the maintenance & support agreement. Customer will execute system testing for all the NCPTS functionalities review during training visits and will document and report discovered defects. Customer will execute user acceptance testing for all the NCPTS functionalities and will document and report discovered defects. Customer test and validates all critical defect repairs. Application defects documented and categorized. Resolution for critical defects provided to the Customer. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 21 - Parcel Identification Number Application Plan The specific start and finish dates in detail for each task below will be mutually determined by Farragut and Customer during the Project Initiation phase. PIN App Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee PHASE 1: PIN APP PREPARATION 03/17/2023 12/31/2023 $50,000 Project Planning and Management Farragut will create and review with customer the detailed Phase 1 Project Plan and high-level Phase 2 Project Plan. The detailed Phase 2 plan will be completed and reviewed at the end of Phase 1. Farragut will support Customer leaders in preparing staff for the coming changes in business processes. Customer project manager (along with leaders of PIN App, Tax/LR, GIS & IT) will work with Farragut project manager to complete the project planning for Phases 1 & 2. Customer leaders will prepare and align staff for the upcoming software changes in business processes. Project Plan commitment & sign-off by Farragut and Customer. Project Kick-Off Meeting completed. Project Kick-Off Meeting completed. Product Enhancement Requirements Farragut will facilitate and document the requirements described in the Product Development and Implementation section below. Customer’s trainers/power/lead users will participate in the requirements sessions for desired enhancements. Delivery of requirement documents for the approved software enhancements. Data Conversion: PIN Application Farragut will capture required information to prepare PIN application data model. This data model will be utilized during PIN application development Customer will provide required data model information of PIN application to design new data model based on NCPTS schema and business workflow. Customer shares copy of current PIN data for conversion and shares data model information. Farragut shares captured data model information with the customer for verification. Data conversion: DeedSync Farragut will capture required information to migrate existing data from Plat Tracker and validate migration feasibility. Customer will provide required data from Plat Tracker and help to identify data element to data migration validation. Data is successfully migrated to DeedSync or reasons are identified if migration is not feasible. PHASE 2: PIN APP DEVELOPMENT & IMPLEMENTATION 04/01/2023 12/31/2023 $50,000 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 22 - PIN App Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee Data Conversion: PIN Application Farragut will define new PIN app data model based to meet NCPTS application integration and will migrate legacy data to the new data model. Farragut will share data model and migrated data to the Customer for review and approval. Customer will provide legacy PIN app data in SQL (preferred) or CSV format, including related data for successful data migration. Customer will review new PIN app data model and may suggest feasible changes. Customer, along with Farragut, will review migrated PIN app data for correctness and may help to identify data discrepancies. Customer will make necessary changes to reconcile discrepancies. Customer may create sample test scenarios to validate similar data structure and/or data relationship. Customer will provide necessary environment to test and validate data and integrations. Database is generated utilizing the Customer’s data files to meet NCPTS system requirements. Manual verification of legacy data is completed during training sessions. Data conversion: DeedSync Farragut will review data from Plat Tracker and validate if existing data can be migrated to the DeedSync application. Upon data conversion feasibility, existing data from Plat Tracker will be migrated to DeedSync data model. Upon non-feasibility of data conversation, the DeedSync database will not have any records to begin with but will be capable for importing new data. Customer will confirm if Plat Tracker conversion is required and provide necessary data to migrate for DeedSync system. Upon data migration feasibility, existing data is available in DeedSync system and user is able to search existing data in DeedSync queue. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 23 - PIN App Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee Product Enhancements Farragut will enhance application capabilities and deliver unit-tested and executable code for the requirements as described below:  Enhancement of DeedSync to export files for Register of Deeds  Development of PIN application  Integration of PIN App to other NCPTS suite of products such as ParcelSync and CAMA  Development of PIN App reports  PIN App data exporting capability for PWA  PIN reservation and activation workflows in ParcelSync  Enhancement of ParcelSync workflows to accommodate PIN App functionality  Enhancement of CAMA PWA to incorporate PIN App & PIN History search capabilities  Manual creation of DeedSync transaction Customer will provide requirements clarifications as needed. Customer will validate (with the help from Farragut) required functionality for its correctness. Farragut delivered enhancements functionality as part of planned releases. System Implementation & Configuration Farragut will provide Customer with application software, installation instructions, configuration parameters and migrated database. Customer will create a system environment that meets or exceeds Farragut’s minimum recommended environment in the Hardware Specification document. Customer (with Farragut help if needed) will install the application and upload the provided databases. Customer application environments successfully created. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 24 - PIN App Services Farragut Responsibilities Customer Responsibilities Start Date Finish Date Completion Criteria Fee Customer will provide Farragut staff with remote access to their environments for troubleshooting and support. Training Farragut will provide up to 24 hours of training for the functional areas of PIN App and System Administration. Customer will actively participate in training sessions for each of the functional areas of PIN App and System Administration. Farragut delivers training within the project schedule and budget constraints. User Testing & Acceptance Farragut will provide software and database to be utilized during user acceptance testing Farragut will provide support for user acceptance testing. Farragut will repair critical defects reported during user acceptance testing that materially impede the Customer's business processes. Other issues will be addressed post- production under the maintenance & support agreement. Customer will execute system testing for all the PIN Application and integration with NCPTS functionalities review during training visits and will document and report discovered defects. Customer will execute user acceptance testing for all the PIN Application and NCPTS integration functionalities and will document and report discovered defects. Customer test and validates all critical defect repairs. Application defects documented and categorized. Resolution for critical defects provided to the Customer. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 25 - EXHIBIT A CHANGE ORDER FORM This Change Order Number ___ is made as of _____________ in reference to that certain Statement of Work No. ___ entered into by and between Farragut Systems, Inc. (“Farragut”) and _______________ (“Customer”) dated __________________, which is subject to the Master Services Agreement between the parties. For: <Change Order Title> I. Change Request Description of Proposed Change: Business Reason for Proposed Change: Change Request submitted by: ___ Customer ___ Farragut Name: __________________________ Signature: _______________________ Title: ___________________________ Date: ___________________________ II. Analysis of Change Fee Impact: Change in Project Schedule: Other Considerations: III. Approval or Denial If not approved by both parties within 10 days of submission, this change request will be deemed denied. Approved: ___ Denied: ___ Farragut Systems, Inc. By: ______________________________ Name: ____________________________ Title: _____________________________ Date: _____________________________ Customer: _________________________ By: _______________________________ Name: _____________________________ Title: ______________________________ Date: _____________________________ DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Page 1 NCPTS SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT This Software Maintenance and Support Agreement (this “Agreement”) is made and entered into as of ____________ (the “Effective Date”) by and between Farragut Systems, Inc., a North Carolina corporation having a place of business at 2810 Meridian Parkway, Suite 160, Durham, North Carolina 27713 (“Farragut”) and Orange ("County”), a North Carolina county with a mailing address of its executive offices at _________________________________________. In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Background 1.1. County has acquired a license to certain software known as NCPTS from NCACC pursuant to the Property Tax Software License Agreement between NCACC and County (the “License Agreement”). The specific software version(s) acquired by County and supported under this Agreement (“Software”) is specified in Exhibit A hereto. 1.2. County desires to retain Farragut to provide support and maintenance services for the Software (“Services”), and Farragut desires to provide such services to the County, in accordance with the terms of this Agreement. 2.Definitions. In addition to the definitions in the License Agreement, Farragut and County agree to the following definitions. 2.1. “Error” means a failure of the Software to perform in accordance with its published documentation. 2.2. “Hot Fix” means a software patch that resolves a Critical Severity issue and is delivered prior to the normal System Release. 2.3. An “Issue” shall mean a reported Error or other request for assistance under this Agreement to be tracked for completion within the scope of this Agreement. 2.4. A “Severity Level” shall mean the level of importance for all Issues as reasonably established by the County. The Severity Level designations shall consist of the following: (a)“Critical Severity” Error means an Error that materially impedes the operation of the entire Software or major portions of the County’s business operation, and a workaround is not available; (b)“Major Severity” Error means an Error that causes a substantial impact on a major business process; however, a workaround is available or the function can be completed on a limited basis; (c)“Minor Severity” Issue means an Error that causes a minor impact on a business process or a requested enhancement. EXHIBIT IIDocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Page 2 2.5. A “System Release” shall include Error corrections and may include functional, processing, and/or cosmetic enhancements. System Releases shall be delivered based upon a mutually agreed schedule. 2.6. “Acknowledgement Time” is the elapsed time from County’s reporting of an Issue until Farragut’ acknowledgement of receipt of the reported Issue. 2.7. “Resolution Time” is the elapsed time from County’s submission of an Issue and delivery of associated information until either (1) Farragut delivers a fix or reasonable workaround for the reported Error or supplies the requested information for Issues not involving Errors, or (2) in the event such delivery is not reasonably feasible, Farragut delivers a plan/schedule for the support. 2.8. “Release Acceptability” is a quality measurement for a System Release, defined as the total number of Issues addressed in such System Release without a reported defect within 30 days of delivery, divided by the total number of Issues that are purported to be addressed by such System Release. For example, if 90 Issues are closed without defect (10 defects are reported) out of a total of 100 Issues delivered in a Support Release, the Release Acceptability is 90/100 = 90%. 3.Services. Farragut shall provide the support and maintenance services specified in Exhibit A hereto. 4.Fees. 4.1. The annual support and maintenance fee for the initial term is set out on Exhibit A, which fee shall be due and payable within thirty (30) days of the Effective Date. Fees for renewal terms shall be Farragut’ then current standard annual fee for maintenance of the Software, which fee shall be payable in advance prior to the start of such one-year renewal term; provided that in no event shall the maintenance fee increase by a cumulative amount of more than ten percent (10%) per year (unless the Country has acquired additional Software modules or has increased its number of real property parcels into a higher tier, as described in Exhibit A). Annual fees may be invoiced thirty (30) days prior to the expiration of the previous term. Farragut may impose interest on late payments in the amount of one percent (1 %) per month beginning on the date such payments became overdue. 4.2. Where on-site support is requested by County, a travel charge may be made by Farragut. 4.3. County understands that if County terminates this Agreement and then wishes at a later date to resume receiving services under this Agreement, County will be required to pay Farragut the entire maintenance fees for the period of discontinuance plus the maintenance fee for the period then commencing. 4.4. County shall be responsible for payment of all federal, state, local and other taxes (including, but not limited to, sales, use and property taxes) related to this Agreement, excluding any taxes based upon Farragut’ income, unless County is tax exempt and provides a tax certificate of exemptions. 5. Confidentiality 5.1. “Confidential Information” means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (a disclosing party) to the other party (a receiving party) pursuant to this Agreement that is identified in writing as confidential or that would reasonably be recognized as confidential. Confidential Information does not include information that: (a) is or becomes publicly known or DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Page 3 available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; (c) was previously known by the receiving party as shown by its written records; or (d) was independently developed by the receiving party as shown by its written records. 5.2. A receiving party agrees: (a) to hold the disclosing party’s Confidential Information in strict confidence; and (b) use the disclosing party’s Confidential Information solely in connection with the provision of Services under this Agreement. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure. 5.3. Upon the termination or expiration of this Agreement, the receiving party will return to the disclosing party all the Confidential Information delivered or disclosed to the receiving party, together with all copies in existence thereof at any time made by the receiving party. The provisions of this Section 5 shall survive any termination of this Agreement. 6. Term and Termination 6.1. This Agreement shall be in effect for an initial term of one (1) year from the Effective Date unless earlier terminated pursuant to this Section 6. After the end of the initial term, this Agreement will automatically continue for up to five (5) successive annual renewal terms unless either party provides the other party written notice at least sixty (60) days prior (or, if County does not receive continued appropriation by the applicable Country Board of Commissioners or other funding source, at least five (5) days prior) to the end of the then-current term of its intent to terminate this Agreement. Fees for renewal terms are due as set forth in Section 4.1 above. If County does not pay the support fee for a renewal term within thirty (30) days after the date of invoice, then Farragut may in its discretion suspend the delivery of support services or terminate this Agreement. 6.2. Either party may terminate this Agreement or if the other party materially breaches this Agreement and such breach is not cured, or an acceptable plan for resolving the breach is not put in place, within thirty (30) days after written notice identifying specifically the basis for such notice. 6.3. The terms provided in Sections 2, 5, 7, 8.1, 8.3, 9 and 10 of this Agreement shall survive any termination of this Agreement. For the avoidance of doubt, the parties agree that termination of this Agreement shall not result in termination of the License Agreement. 7. Warranty 7.1. Farragut represents that it has the requisite knowledge, expertise and experience necessary to perform Services under this Agreement. County agrees to notify Farragut of any breach of this representation within thirty (30) days after completion of the Services. County’s sole remedy for breach of this representation shall be for Farragut to reperform the Services at issue at no charge to County. 7.2. County represents that it has obtained or will obtain prior to Farragut’ commencement of the Services all licenses and consents from third party vendors authorizing access to software and/or technical information owned by such vendors and licensed to County, as required in order for Farragut to perform the Services. 7.3. Each party represents that it has received all necessary authority and approvals to enter into this Agreement, and that the negotiation and performance of this Agreement is not in conflict with any other agreement entered into by such party. 7.4. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Farragut MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Page 4 TRADE OR BY COURSE OF DEALING. ALL WARRANTIES RELATING TO THE NCPTS SOFTWARE SHALL BE AS SET FORTH IN THE LICENSE AGREEMENT. 8. Liability and Insurance 8.1. All liability arising under or relating to the subject matter of this Agreement, whether under theory of contract, tort (including negligence), or otherwise, shall be limited to direct damages. Neither party, including its officers, directors, employees, agents, representatives, and subcontractors, shall have any liability to the other party or to any third party for any incidental, punitive, indirect, special or consequential damages, including but not limited to lost profits, loss of data, cost of recreating lost data, interruption of business, or costs of procurement of substitute goods or services, even if advised of the possibility of such damages, whether under theory of warranty, contract, tort (including negligence), strict liability or otherwise. The aggregate liability of Farragut under this Agreement shall not exceed the total fees paid by County to Farragut with respect to the annual term at issue. 8.2. Farragut will carry and maintain throughout the period of this Agreement, at Farragut’ sole expense, insurance including specifically general liability, and if applicable, worker’s compensation insurance, to cover the obligations of Farragut set forth herein, or the acts of Farragut performed hereunder. Certificates of such insurance shall be furnished by Farragut to County within ten (10) business days after execution of this Agreement. Such certificates shall require the insurer issuing the underlying policy to provide County with a minimum of thirty (30) days notice prior to modification or cancellation of said policy. Farragut agrees that such insurance shall be primary, regardless of any other insurance coverage, which County may procure for its own benefit. 8.3. The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and Farragut’ compensation for the Services reflects such allocations. 9. Dispute Resolution 9.1. The parties agree to attempt to resolve any controversy, claim or dispute (“Dispute”) arising out of or relating to this Agreement by means of good faith discussion and negotiation. In the event that a Dispute cannot be resolved at the project level, then designated senior executives of the parties shall meet and enter into further good faith settlement negotiations. If such senior executives cannot resolve the Dispute within thirty (30) days, the parties agree to try in good faith to settle the dispute by mediation administered by a mutually agreed third—party mediator before resorting to litigation. Any legal proceeding arising out of or relating to this Agreement or its alleged breach will be brought solely in the a state or federal court in Durham Country, to the exclusion of any other forum, and the parties hereby expressly agree and submit to the exclusive jurisdiction of such courts. 9.2. This Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without regard to conflict of law provisions. 10.Miscellaneous 10.1. During the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement for any reason, neither party shall employ nor offer or seek to employ, either directly or indirectly, any person who, at that time or within the last six (6) months, was either employed or engaged as an independent contractor by the other party. 10.2. The parties are and intend to be independent contractors with respect to the services contemplated hereunder. Farragut agrees that neither it nor its employees or contractors shall be considered as having an employee status with County. All persons employed by Farragut to perform Services shall be subject to the exclusive direction and control of Farragut. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED Page 5 hereby created. 10.3. Neither party shall be liable for any failure or delay in the performance of its obligations due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other act of God. Each party shall promptly notify the other party in the case of an event arising under this Section. 10.4. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous written and oral agreements with respect to its subject matter. Except as provided expressly herein, this Agreement shall not be modified, amended, or in any way altered except in a written amendment executed by both of the parties. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. 10.5. Headings used in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement. 10.6. Neither party may assign this Agreement or any right hereunder without the prior written consent of the other party; provided however that Farragut may assign this Agreement to the acquirer of all or substantially all of its business, so long as such acquirer agrees in writing to be bound by the terms of this Agreement and notice is provided to County within ten (10) days of such transfer of any new entity, address and/or contact(s). Any attempted assignment not authorized herein shall be null and void. 10.7. All notices required or permitted hereunder shall be in writing, delivered personally; by certified or registered mail, or by overnight delivery by an established national delivery service at the respective addresses first set forth above. Notices to Farragut shall be sent to the attention of Vice President of Local Gov Solutions or to such other person designated by Farragut in a written notice to County. Notices to County shall be sent to the attention of _____________________ or to such other person designated by County in a written notice to Farragut. All notices shall be deemed effective upon personal delivery or when received if sent by certified or registered mail or by overnight delivery. IN WITNESS THEREOF, the parties have caused this Agreement to be signed and delivered by its duly authorized officer or representative. ORANGE COUNTY FARRAGUT SYSTEMS, INC. By: _______________________________ By: _______________________________ Name: _____________________________ Name: Sanjay Chouhan Title: ______________________________ Title: Vice President, Engineering Date: ______________________________ Date: ______________________________ DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED -6 - EXHIBIT A SUPPORT SERVICES AND FEES 1.Software. The Software supported under this Agreement is NCPTS Billing & Collections (B&C) and Land Records & CAMA (LRC). 2.General Performance Duties of Farragut. Farragut shall: 2.1. Use diligent efforts to correct Errors and provide reasonable workarounds in the order of priority as specified by the County. As part of this service, Farragut will also correct defects in data that are not caused by user or third-party software error, e.g., those caused by Errors or Farragut batch run or data migration errors. 2.2. Provide reasonable assistance related to maximizing the use or the performance of the Software, including assisting users with the proper use of the Software and with data issues related to queries and report writing. 2.3. Maintain a Customer Response Center (“CRC”) Monday through Friday (excluding normal business holidays) from 8:30 AM until 5:00 PM Eastern Time for the reporting, execution, and management of Services. 3.Staffing Requirements of Farragut. 3.1. Farragut will provide personnel with adequate skill and training as shall be required to meet its obligations and deliver the Services as described in this Agreement. 4.Reporting Requirements of Farragut. Farragut will provide a web-based Issue entry and service status system (“Online Customer Portal”, including any successor system thereto). This system will support: 4.1. Submission of Issues 4.2. Tracking of Issue priorities and status (including opened and closed issues) 4.3. Access to Issue resolution database 5.Meetings Arranged by Farragut. Farragut will facilitate and provide reports for the following meetings: 5.1. Monthly prioritization meetings by telephone to review and prioritize the County’s Issues. 5.2. Periodic planning meetings at Farragut to collectively review and plan how support services are delivered to all support customers for the Software. These meeting will be scheduled on mutually agreeable dates and will include other NC county customers of the Software. 5.3. Such additional meetings as are mutually agreed and scheduled. 6. System Releases DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED -7 - 6.1. Not less than three System Releases per year will be delivered to all NC county customers. 6.2. System Releases will be delivered using the following approach: (a)Issue Cut Off – Cutoff date for reporting Issues to be included in the System Release is five weeks prior to the scheduled Acceptance Testing Release. (b)Issue List – A List of Issues to be included in the System Release provided to the County in the Online Release Notes (available in the application) at the time of the Acceptance Testing Release. (c)Acceptance Testing Release – System Release is provided to the County for installation and acceptance testing. (d)Production Decision – Participating Counties independently make a decision to accept or reject the System Release within four weeks after Acceptance Testing Release is made available. (e)Production – Farragut recommends County put System Release into production within two weeks of acceptance. 6.3. Technology Upgrades. Farragut will add support in System Releases for minor new versions of third party database software as soon as commercially practicable. 6.4. System Releases will have a Release Acceptability of 92% or higher. 7.Timing Standards of Performance by Farragut. Farragut shall meet the following timing standards in connection with the Repair and Support Services: 7.1. Resolution Time. Critical Severity Issues will be resolved within one business day, or if software change required, delivered with next weekly Hot Fixes of the Issue being reported; provided that if the Critical Severity Issue is not capable of resolution within that time frame, Farragut shall provide to the County a description of the Hot Fix plan and time frame for resolving the Issue. 7.2. Acknowledgement Time. (a)In the event of a Critical Severity Issue Farragut will respond within one business hour. (b)In the event of a Major Severity Issue Farragut will response within one business day. (c)Farragut shall respond to telephone and e-mail queries about additional Issues, services, and other matters within 2 business days of the receipt of the inquiry from the County. 8.General Performance Duties of the County. In addition to the obligations in the License Agreement, the County shall meet or cause the Users to meet the following obligations in connection with the Services: 8.1. Report Issues in Online Customer Portal. 8.2. Provide timely user acceptance testing for Hot Fixes and System Releases prior to putting them into production. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED -8 - 8.3. Put System Releases into production within two weeks of collective acceptance. 8.4. Participate in scheduled support review and planning meetings. 8.5. Respond to reasonable requests for information and clarification regarding Services to be performed. 8.6. Appoint a named Support Coordinator to provide first-level maintenance and support services to the Users and coordinate second-level support with Farragut. First level maintenance and support includes the provision of telephone and e-mail support to Software users and the implementation of documented fixes and workarounds. 8.7. Provide system administration services to keep the Software in good working order including monitoring security configuration, managing allocation of user names and passwords, configuring and monitoring automated batch jobs, monitoring disk space and other resource use, and performing backups. 8.8. Provide database administration services that provide for data security enforcement, database performance, and backup and recovery 8.9. Provide data loading and extraction services related to required data imports or extracts from the Software. 8.10. Provide and maintain Farragut access to a current test environment. All such Farragut access shall be consistent with County’s security policy, as communicated to Farragut from time to time. 9.Services Not Included in this Agreement. The following services can be provided by Farragut at additional cost and are not provided in this Agreement. 9.1. First-level maintenance and support services to the Users. 9.2. Administration services to keep the Software and related hardware, third-party software and other IT infrastructure in good working order including monitoring security configuration, managing allocation of user names and passwords, configuring and monitoring automated batch jobs, monitoring disk space and other resource use, and performing backups. 9.3. Database administration services that provide for data security enforcement, database performance, and backup and recovery. 9.4. Data loading and extraction services related to required data imports or extracts from the Software. 9.5. Report writing. 9.6. Data migration-related issues for situations where Farragut was not responsible for the data migration. 9.7. Extended service hours beyond the normal CRC hours. 9.8. On-site services (unless determined by Farragut to be necessary for addressing a Critical Severity Issue). 9.9. Change requests and enhancements. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED -9 - 9.10. Business and technical consulting. 9.11. Technology upgrades, other than those contained under section 6.3 Technology Upgrades. 10.Reporting and Approvals. The Support Coordinator for the County shall be _______________________. The Support Coordinator for Farragut shall be Renee Knight-Tate. The delivery and implementation of all Hot Fixes must be approved by both Support Coordinators. 11.Fee Schedule. The Services will be provided by Farragut for an annual fee, based upon the Software modules in production and Client’s total number of real property parcels as of July 1, 2022 and subsequently as of each annual renewal date, as follows. NCPTS Software Modules Number of Real Property Parcels Annual Fee B&C Tier 1: equal to or greater than 300,000 real property parcels $206,700 Tier 2: greater than 120,000 and less than 300,000 real property parcels $110,770 Tier 3: equal to or less than 120,000 real property parcels $58,300 LRC Tier 1: equal to or greater than 300,000 real property parcels $206,700 Tier 2: greater than 120,000 and less than 300,000 real property parcels $110,770 Tier 3: equal to or less than 120,000 real property parcels $58,300 Farragut will invoice Client for four equal quarterly payments, beginning on the Effective Date. Payment terms are net 30 days. If, as of the beginning of any renewal term, the applicable number of real property parcels for either B&C or LRC, or both, has changed enough to move into a new tier, then the annual support fee will be changed on a graduated basis to the new tier amount, in that ½ of the change will apply in the renewal term and the remaining ½ of the change will apply in the following renewal term. Client agrees to provide Farragut with access to Client’s systems upon Farragut’ request to audit and confirm Client’s total number of real property parcels. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED SOFTWARE LICENSE AND SUPPORT AGREEMENT This Software License and Support Agreement (“Agreement”) is entered into by and between Farragut Systems, Inc., a North Carolina corporation having a place of business in Durham, North Carolina 27713 (“Farragut”), and Orange County (“Customer”), a governmental agency with a mailing address of its executive offices at ____________________. This Agreement, including the attached Software License and Support Terms, sets forth the terms of Customer’s license of the Software from Farragut and Farragut’s support services to be provided to Customer. The following Schedules are attached to this Agreement and made a part hereof: Schedule A Software Description, Licensed Location, and Fees Schedule B Software Support Customer acknowledges it has read and understands this Agreement (including all Schedules and Exhibits as applicable) and is entering into this Agreement only on the basis of the terms expressly set forth in this Agreement. Any executed copy of this Agreement made by reliable means (e.g. photocopy or facsimile) is considered an original. The “Effective Date” of this Agreement is ____________________. Agreed and Accepted: Farragut Systems, Inc. By: ______________________________ Name: Sanjay Chouhan Title: Vice President, Engineering Date: _____________________________ Customer: Orange County By: _______________________________ Name: ____________________________ Title: ______________________________ Date: _____________________________ EXHIBIT IIIDocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 1 - FARRAGUT SYSTEMS SOFTWARE LICENSE AND SUPPORT TERMS 1. Software License. 1.1 License. Subject to the terms of this Agreement, Farragut grants to Customer a non- exclusive, non-transferable, perpetual license to use the Software in executable code form only for Customer’s internal business purposes. The Software may be installed only on the Computer(s) or server(s) located at the Licensed Location specified in Schedule A, which may be amended from time to time to specify additional locations as required. Customer may temporarily install the Software on a Computer(s) or server(s) at an alternative location as a disaster recovery site for testing or other similar purposes, provided Customer promptly provides Farragut written notice of such temporary installation, including the physical address of the alternative location. 1.2 Delivery; Installation and Training. The Software will be deemed accepted by Customer on the Delivery Date. Customer will be responsible for installation of the Software and training of its employees unless there is a separate written agreement between Customer and Farragut providing for installation and/or training by Farragut. Documentation will be in the English language and provided in printable electronic soft copy. 1.3 Protection of Software. a) Customer may not, directly or indirectly: (i) cause or permit any reverse engineering, disassembly or de-compilation of the Software, or to otherwise ascertain, derive, and/or appropriate for any reason, the source code, design, architecture, logic or algorithms for the Software; (ii) create derivative works based on the Software; (iii) use the Software for application development purposes or to modify or customize other software; (iv) modify or customize the Software; or (v) assign, transfer, sublicense, time- share, distribute, rent, or grant any rights to the Software or use as a service bureau. b) Customer may make up to two copies of the Software for archival, disaster recovery, or backup purposes. Otherwise, Customer shall not copy or duplicate the Software. All copies of the Software must contain all of Farragut’s proprietary notices and legends (including government restricted rights) as they appear on the copies of the Software provided to Customer. Customer shall notify Farragut of the following: (i) the location of all Software and all copies thereof, and (ii) all circumstances known to Customer regarding any unauthorized possession or use of the Software. c) Upon termination of this Agreement, Customer’s license will terminate, and Customer shall immediately discontinue all use of the Software and return to Farragut and/or destroy (including, without limitation, deleting all electronic copies in a manner that cannot be recovered), at Farragut’s option, the Software and all archival, disaster recovery, back-up and other copies thereof, and provide written certification to Farragut of such return and destruction. d) Customer agrees that Farragut and its representatives may, during the term of the Agreement, inspect and/or conduct an audit of the Customer’s computer site, computer systems, and/or equipment and appropriate records of Customer, in order to verify Customer’s compliance with the terms of the license granted to Customer by Farragut. Farragut will provide Customer with at least 15 calendar days prior written notice of a proposed inspection and/or audit, which will be conducted no more often than once per calendar year, at mutually agreed upon times during Customer’s normal business hours. 1.4 No Transfer of Title. The Software and any and all related algorithms, database structures, reports and screen layouts, and all associated intellectual property rights, are the property of Farragut. 1.5 Limited Rights. Customer’s rights in the Software will be limited to those expressly granted in this Agreement. Farragut reserves all rights and licenses in and to the Software not expressly granted to Customer under this Agreement. 1.6 Government Users. If Customer is an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, manuals, or any technical specifications, or any related documentation of any kind, including technical data (“Software and documentation”), is restricted in accordance with Federal Acquisition Regulation (“FAR”) 12.212 for civilian agencies and Defense DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 2 - Federal Acquisition Regulation Supplement (“DFARS”) 227.7202 for military agencies. The Software and documentation is commercial computer software and commercial computer software documentation. The use of the Software and documentation is further restricted in accordance with the terms of this Agreement, or any modification thereto. 2. Software Support. 2.1 Scope of Software Support. Farragut will provide Customer with support services as set forth in this Section 2 and Schedule B in accordance with Farragut’s standard policies, as adopted by Farragut from time to time (“Software Support”). Software Support is subject to Customer’s proper use of the Software, Customer’s cooperation with Farragut as provided in Section 5.4, the Exclusions from Warranty and Support Coverage set forth in Section 3.2, Customer’s payment of the required Annual Support Fees, and Customer’s continued compliance in all material respects with the terms of this Agreement. 2.2 Term of Software Support. Annual Support Fees will be invoiced upon 12 month periods, as further described in Section 4.2. If Customer does not pay the invoice for the next annual Software Support period, then Software Support will not be renewed. If Customer elects to purchase Software Support, then Customer must purchase Software Support with respect to all of the Software licensed by Customer. All Annual Support Fees are nonrefundable except as expressly provided herein. 2.3 Termination. By notifying the other party in writing at least 30 days before expiration of the Software Support period, a party may elect to terminate Software Support for the Software. If this Agreement is terminated, then Software Support also will terminate. 2.4 Modifications. Farragut may modify its Software Support upon written notice to Customer, except that in no event may Farragut make any modifications to its Software Support that would materially reduce the level of Software Support that Farragut provides to Customer hereunder during the then-current term for which Customer has paid Annual Support Fee. 3. Limited Warranties. 3.1 Software Limited Warranty. Farragut warrants that during the Warranty Period the Software will perform, during normal and proper use, substantially as described in the specifications set forth in the then-current Documentation accompanying the Software, when the Software has been properly installed. Due to the complex nature of computer software, Farragut does not warrant that the functions contained in the Software or in any Software Maintenance Release will meet the requirements of Customer or that the operation of the Software, including Software Maintenance Releases, will be uninterrupted or error free. Failure to conform to the warranty must be reported by Customer to Farragut in writing within the Warranty Period and must be accompanied with sufficient written detail to enable Farragut to reproduce or verify the error and provide a solution or suitable work-around. If the Software does not conform to this warranty and Farragut is properly notified of non-conformance during the Warranty Period, Farragut will make commercially reasonable efforts to provide a remedy or suitable workaround, at no additional charge to Customer. Customer acknowledges and agrees that this warranty is contingent upon and subject to Customer’s proper use of the Software in accordance with the then-current Documentation, and the Exclusions from Warranty and Support Coverage set forth in Section 3.2. The remedies set forth in this Section 3.1 are the full extent of Customer’s remedies and Farragut’s obligations regarding this warranty. 3.2 Exclusions from Warranty and Support Coverage. The warranties under this Section 3 and Software Support under Section 2 do not cover defects, errors, or malfunctions that are caused by any external causes, including, but not limited to, any of the following: (a) Customer’s failure to follow operational, support, or storage instructions as set forth in applicable Documentation; (b) the use of non-compatible media, supplies, parts, or components; (c) modification or alteration of the Software or its components, by Customer or any third party; (d) use of software not supplied or authorized by Farragut; (e) external factors (including, without limitation, power failure, surges or electrical damage, fire or water damage, air conditioning failure, humidity control failure, or corrosive atmosphere harmful to electronic circuitry); (f) failure to maintain proper site specifications and environmental conditions; (g) negligence, accidents, abuse, neglect, misuse, or tampering; including attacks by malicious software such as viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 3 - deleterious software routines; (h) improper or abnormal use or use under abnormal conditions; (i) use in a manner not authorized by this Agreement or use inconsistent with Farragut’s Documentation; (j) use of Software on equipment that is not in good operating condition or defects in Customer Infrastructure; (k) acts of Customer, its agents, servants, employees, or any third party; (l) servicing or support by any third party, or without written authorization by Farragut; or (m) Force Majeure. Farragut reserves the right to charge for repairs on a time-and-materials basis at Farragut’s then-prevailing rates, plus expenses, and for replacements at Farragut’s standard prices caused by these exclusions from warranty and support coverage. 3.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WARRANTIES IN THIS SECTION 3, (A) THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE UNDER THIS AGREEMENT OR IN CONNECTION WITH THE LICENSE, SOFTWARE SUPPORT OR PERFORMANCE OF OTHER SERVICES, AND (B) FARRAGUT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, AND NONINFRINGEMENT FOR ALL SOFTWARE, SOFTWARE SUPPORT AND OTHER SERVICES. THE EXPRESS WARRANTIES EXTEND SOLELY TO CUSTOMER. 4. Fees. 4.1 License Fees. Upon execution of this Agreement, Customer will pay Farragut the License Fees (the “License Fees”) in the amount set forth on Schedule A. Farragut will invoice Customer for the License Fees, and the License Fees are due within 30 days after the date of invoice. 4.2 Annual Support Fees. Customer will pay Farragut the Annual Support Fee in the amount set forth on Schedule A on or before each Anniversary Date of this Agreement. Farragut will use reasonable efforts to invoice Customer for the Annual Support Fee at least 60 days before the due date. Customer will pay the support fee within thirty (30) days of receipt of a correct invoice from Farragut. 4.3 Additional Charges. Additional charges may apply for services and products not included in Software Support or for services rendered outside contracted hours or beyond normal coverage at Customer’s request, e.g., travel expenses, premium and minimum charges. Any additional charges must be mutually agreed to in advance by Customer and Farragut, except for charges resulting from defects in Customer Infrastructure as given in Section 2.5(e) of Schedule B. Farragut will invoice Customer for additional charges incurred under this Agreement. Payment is due on these invoices within 30 days after the date of invoice. 4.4 Payment. Unless otherwise stated herein, Customer will pay Farragut any fees due under this Agreement within 30 days after the invoice date. Customer shall pay Farragut all amounts due in U.S. dollars. All payments are to be made to Farragut at its office in Durham, North Carolina or to such other location as is designated by Farragut by written notice to Customer. Unless otherwise expressly set forth in this Agreement, all fees paid or due hereunder by Customer are non-refundable. If any payments are past due, Farragut may, without waiving any other available rights or remedies, (a) suspend performance under any or all of this Agreement until payments are current, (b) decide not to accept additional SOW’s or other orders from Customer under other agreements, if any, between Customer and Farragut, and/or (c) seek collection of all amounts due. 4.5 Taxes and Duties. Customer shall be responsible for paying all taxes and duties in connection with this Agreement, including taxes paid or payable by Farragut or which Farragut is required to collect, in connection with the products or services provided by Farragut to Customer hereunder, or arising from Customer’s use, operation or possession of the Software, or any part thereof, but excluding any taxes based upon Farragut's income. This provision does not apply to any taxes for which Customer is exempt and for which Customer has furnished Farragut with a valid tax exemption certificate authorized by the appropriate taxing authority. 5. Customer’s Responsibilities. 5.1 Independent Determination. Customer has independently determined that the Software provided under this Agreement currently meets DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 4 - Customer’s requirements. 5.2 Cooperation. a) Customer agrees to cooperate with Farragut and promptly perform Customer’s responsibilities under this Agreement. Customer will provide timely access to its key personnel and will timely respond to Farragut’s questions relating to this Agreement or Farragut’s performance under this Agreement. b) Customer will, as applicable, (i) provide Farragut adequate, timely, safe and hazard-free access to its personnel, facilities, equipment, hardware, software, network and information, subject to Customer’s reasonable security rules; (ii) provide adequate working and storage space for use by Farragut personnel near Customer’s hardware, software and systems; (iii) provide Farragut full access to the Software and sufficient computer time; (iv) follow Farragut’s procedures for placing warranty and Software Support service requests and determining if warranty or Software Support remedial service is required; (v) follow Farragut’s instructions for obtaining support and warranty services; (vi) reproduce suspected defects, errors or malfunctions in Software at the request of Farragut; (vii) provide Farragut with access to the Software through the internet, VPN or other connection acceptable to Farragut that will permit Farragut to provide warranty and support services remotely; and, (viii) timely make decisions, notify Farragut of relevant issues and information, and grant necessary approvals and/or permissions to Farragut. 5.3 Site Maintenance; Proper Storage. Customer shall maintain the appropriate operating environment for the Software in accordance with normally accepted industry standards for an office environment. Customer shall also maintain all communications equipment, telephone lines, electric lines, cabling, modems, air conditioning and all other equipment and utilities necessary for the Software to operate properly. 5.4 Use. Customer is exclusively responsible for supervising, managing and controlling its use of the Software, including but not limited to, establishing operating procedures, appropriate access and permissions, and audit controls, supervising its employees, providing adequate network security, making daily backups, inputting data, ensuring the accuracy and security of data input and data output, monitoring the accuracy of information obtained, and managing the use of information and data obtained. Customer will ensure that its personnel are, at all times, educated and trained in the proper use and operation of the Software. Customer will ensure that the Software is used in accordance with its Documentation. Customer shall comply with all applicable laws, rules and regulations with respect to its use of the Software. 5.5 Backups. CUSTOMER IS RESPONSIBLE FOR BACKING UP CUSTOMER’S DATA, SOFTWARE AND SYSTEMS. Customer will maintain back-up data, software and systems necessary to replace critical Customer data, software and systems in the event of loss, corruption or damage to data, software or systems from any cause. 6. Confidential Information. 6.1 Confidentiality. Customer shall keep in confidence and protect Farragut Confidential Information from disclosure to third parties and will restrict its use to uses expressly permitted under this Agreement. Customer shall take all reasonable steps to ensure that the Confidential Information is not disclosed, copied, misappropriated or used in any manner not expressly permitted by the terms of this Agreement. Customer shall keep the Confidential Information and all tapes, diskettes, CDs and other physical embodiments of the Confidential Information, and all copies thereof, at a secure location and limit access to those employees who must have access to enable Customer to use the Software. Each permitted copy of Confidential Information, including its storage media, must be marked by Customer to include all notices that appear on the original. Title, copyright and all other proprietary rights in and to the Confidential Information at all times remains vested exclusively in Farragut. If Customer is compelled by subpoena or court order to disclose Farragut Confidential Information, Customer shall promptly notify Farragut upon receipt of the subpoena or court order and shall reasonably cooperate with Farragut, at Farragut’s election and expense, in contesting or limiting the subpoena or court order. Customer shall limit its disclosure to the extent and terms required by the subpoena or court order and related protective orders. 6.2 Return of Confidential Information. Upon termination or cancellation of this Agreement or, if earlier, upon termination of Customer’s permitted DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 5 - access to or possession of Confidential Information, Customer shall return to Farragut and/or destroy (including, without limitation, deleting all electronic copies in a manner that cannot be recovered), at Farragut’s option, all copies of the Confidential Information in Customer’s possession, and provide certification to Farragut of such return and destruction. 6.3 Intellectual Properties. All ideas, concepts, know-how, data processing techniques, documentation, diagrams, schematics, firmware, equipment architecture, software, improvements, bug fixes, upgrades and trade secrets developed by Farragut personnel (alone or jointly with Customer) in connection with Confidential Information will be the exclusive property of Farragut. 6.4 Support and Maintenance Materials. Customer acknowledges that all support materials are the property of Farragut and include Confidential Information of Farragut. Customer agrees that it will not permit anyone other than Farragut installation and support personnel and authorized Customer employees to use such materials. 6.5 Customer Employees. Customer will inform its employees of their obligations under this Section 6 to ensure that such obligations are met. 6.6 Public Information Act. Notwithstanding anything else to the contrary in this Agreement, the confidentiality terms and provisions of this Agreement are subject to the applicable requirements of the Public Information Act. If Customer is asked to disclose Farragut Confidential Information, Customer shall seek confidential treatment for such information in accordance with the applicable Public Information Act. Customer shall promptly notify Farragut in writing of all requests for Farragut Confidential Information and shall notify Farragut in writing before releasing any Farragut Confidential Information. 7. Term of Agreement; Termination. 7.1 Term. This Agreement will commence on the Effective Date set forth above the parties’ signatures and will continue in full force and effect, unless otherwise terminated as provided herein. 7.2 Termination. a) Either party may terminate this Agreement, by giving written notice of termination to the other party, if the other party is in default (as defined in Section 7.3). If default occurs, the parties will have all remedies provided in this Agreement and otherwise available by statute, law or equity, subject to the other terms of this Agreement. b) Farragut may terminate its Software Support and other support obligations, if any, under this Agreement, by providing at least 30 days prior written notice of such termination to Customer, if Farragut determines that any modifications to the Software that are not made by Farragut or Customer’s failure to install a Software Maintenance Release will materially interfere with the provision of Software Support or Farragut’s other obligations. 7.3 Defaults. The following events will be deemed to be defaults: a) A party committing a material breach of any term of this Agreement if such breach has not been cured within 30 days after written notice of such breach has been given by the non-defaulting party to the defaulting party; b) A party failing to comply in any material respect with any federal, state or local laws applicable to the party’s performance under this Agreement if such breach has not been cured within 30 days after written notice of such breach has been given by the non-defaulting party to the defaulting party. 7.4 Effect of Termination. The Software license, Software Support, and Farragut’s other obligations, if any, under this Agreement will automatically terminate upon the termination of this Agreement. In such an event, Customer’s use of the Software must immediately cease and Customer must comply with the provisions of Section 1.3(c). 7.5 Survival. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any other obligations that expressly or by implication are intended to survive termination including, without limitation Sections 1.3, 3.3, 4, 6, 7.4, 7.5, 7.6, 7.7, 8, 10 and 11. 7.6 Nonexclusive Remedy. Except as otherwise set forth in this Agreement, termination DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 6 - of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. Termination of this Agreement will not relieve Customer of its obligation to pay all fees and expenses that accrued before such termination. 7.7 Amendment. The terms of this Agreement may only be amended with a written Amendment executed by both Parties. 8. Limitation of Damages. 8.1 Back-Ups; Customer Data. Customer is responsible for assuring and maintaining the backup of all Customer data, software and network systems. UNDER NO CIRCUMSTANCES WILL FARRAGUT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE LOSS OF, CORRUPTION OF, OR DAMAGE TO CUSTOMER DATA, SOFTWARE OR NETWORK SYSTEMS 8.2 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FARRAGUT WILL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OR FOR LOST DATA SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, SOFTWARE SUPPORT, OR ANY OTHER SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. IN ADDITION, FARRAGUT’S TOTAL LIABILITY TO CUSTOMER FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, SOFTWARE SUPPORT, OR ANY OTHER SERVICES WILL IN NO EVENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO FARRAGUT UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT CAUSING SUCH DAMAGES. . 8.3 High Risk Application Disclaimer. Farragut has not tested or certified its Software for use in high-risk applications including, without limitation, medical transport, 911 response, nuclear facilities, weapon systems, mass transit and air transportation control, medical applications, or any other life critical uses or inherently dangerous activities. Customer understands and agrees that Farragut makes no assurances that the Software is suitable for any high-risk uses or inherently dangerous activities. 8.4 Referrals. FARRAGUT IS NOT PROVIDING TO CUSTOMER ANY THIRD PARTY PRODUCTS, SOFTWARE OR SERVICES PURSUANT TO THIS AGREEMENT. Farragut may direct Customer to third parties having products, software or services that may be of interest to Customer for use in conjunction with the Software. Notwithstanding any Farragut recommendation, referral or introduction, Customer will independently investigate and test third party products, software and services and will have sole responsibility for determining suitability for use of third party products, software and services. FARRAGUT HAS NO LIABILITY FOR CLAIMS RELATING TO OR ARISING FROM USE OF THIRD PARTY PRODUCTS, SOFTWARE OR SERVICES. FARRAGUT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES RELATING TO THIRD PARTY PRODUCTS, SOFTWARE AND SERVICES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES CONCERNING THE PERFORMANCE, MERCHANTABILITY, SUITABILITY, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF THIRD PARTY PRODUCTS, SOFTWARE AND SERVICES. 9. Infringement Indemnity. 9.1 Indemnity. a) Farragut, at its own expense, will defend and indemnify Customer against claims that the Software infringes a United States patent or copyright, or misappropriates trade secrets, protected under United States law, provided Customer (a) gives Farragut prompt written notice of such claims, (b) permits Farragut to control the defense and settlement of the claims, and (c) provides all reasonable assistance to Farragut in defending or settling the claims. b) Farragut shall operate as an independent contractor for all purposes. The Parties agree to each be solely responsible for their own acts or omissions in the performance of each of their individual duties hereunder, and shall be financially and legally responsible for all liabilities, costs, damages, expenses and attorney fees DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 7 - resulting from, or attributable to any and all of their individual acts or omissions to the extent allowable by law. 9.2 Remedies. As to Software which is subject to a claim of infringement or misappropriation specified in Section 9.1, Farragut may (a) obtain the right of continued use of the Software for Customer or (b) replace or modify the Software to avoid the claim. If neither alternative is available, then, at the request of Farragut, any applicable Software license will terminate, Customer will stop using the Software, and Customer will return to Farragut and/or destroy (including, without limitation, deleting all electronic copies in a manner that cannot be recovered), at Farragut’s option, all copies of the applicable Software, and will certify in writing to Farragut that such return and destruction has been completed. Upon Farragut’s receipt of such certification, Farragut will give to Customer a credit for the price paid to Farragut, less a reasonable offset for use and obsolescence. 9.3 Exclusions. Farragut will not defend or indemnify Customer, and Farragut will not be liable to Customer, if any claim of infringement or misappropriation: (a) results from Customer’s design, alteration, modification, maintenance or support of Software, (b) results from the combination, operation or use of any Software supplied hereunder with Customer or third party equipment, devices or software to the extent such a claim would have been avoided if the Software were not used in such combination, (c) relates to any Customer products or services, or third party products or third party services, (d) failure of Customer to use Software Maintenance Releases provided by Farragut to avoid infringement; or (d) arises from Customer-specified customization work undertaken by Farragut or its designees in response to Customer specifications. 9.4 EXCLUSIVE REMEDIES. THIS SECTION 9 STATES THE ENTIRE LIABILITY OF FARRAGUT AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT AND TRADE SECRET MISAPPROPRIATION. 10. Dispute Resolution. 10.1 Disputes and Demands. The parties agree to attempt to resolve any controversy, claim or dispute (“Dispute”) arising out of or relating to this Agreement by means of good faith discussion and negotiation. In the event that a Dispute cannot be resolved at the project level, then designated senior executives of the parties shall meet and enter into further good faith settlement negotiations. If such senior executives cannot resolve the Dispute within thirty (30) days, the parties agree to try in good faith to settle the dispute by mediation administered by a mutually agreed third-party mediator before resorting to arbitration. If the parties do not reach such solution within a period of sixty (60) days after engagement of a mediator, then, upon notice by either party to the other, any Dispute shall be finally settled by binding arbitration administered by a single arbitrator under the rules of the American Arbitration Association. The venue for any mediation or arbitration shall be in Durham County, North Carolina. This Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without regard to conflict of law provisions. 10.2 Time Limit. Neither mediation under this section nor any legal action, regardless of its form, related to or arising out of this Agreement may be brought more than two (2) years after the cause of action first accrued. 11. General Provisions. 11.1 Entire Agreement. This Agreement and the attachments, schedules and exhibits hereto are the entire agreement and supersede all prior negotiations and oral agreements. Farragut has made no representations or warranties with respect to this Agreement, the Software, Software support or any other services that are not included herein. This Agreement may not be amended or waived except in writing signed by an officer of the party to be bound thereby. There are no oral agreements between the parties. 11.2 Preprinted Forms. The use of preprinted forms in connection with this Agreement is for convenience only and all preprinted terms and conditions stated thereon are void and of no effect. If any conflict exists between this Agreement and any terms and conditions on a purchase order, acknowledgment or other preprinted form, the terms and conditions of this Agreement will govern and the conflicting terms and conditions in the purchase order, acknowledgment or preprinted form will be void and of no effect. The terms and conditions of this Agreement, including but not limited to this Section 11.2, cannot be amended, modified or altered by any conflicting preprinted terms or conditions in a preprinted form. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 8 - 11.3 Interpretation. This Agreement will be construed according to its fair meaning and not for or against either party. Headings are for reference purposes only and are not to be used in construing the Agreement. 11.4 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS, UNLESS CUSTOMER IS A GOVERNMENTAL SUBDIVISION OF ANOTHER STATE, IN WHICH CASE THE LAWS OF THE STATE IN WHICH CUSTOMER IS A GOVERNMENTAL SUBDIVISION WILL CONTROL. 11.5 Severability. Whenever possible, each provision of this Agreement will be interpreted to be effective and valid under applicable law. If any provision is found to be invalid, illegal or unenforceable, then such provision or portion thereof will be modified to the extent necessary to render it legal, valid and enforceable and have the intent and economic effect as close as possible to the invalid, illegal or unenforceable provision. If it is not possible to modify the provision to render it legal, valid and enforceable, then the provision will be severed from the rest of the Agreement and ignored. The invalidity, illegality or unenforceability of any provision will not affect the validity, legality or enforceability of any other provision of this Agreement, which will remain valid and binding. 11.6 Force Majeure. “Force Majeure” means a delay encountered by a party in the performance of its obligations under this Agreement which is caused by an event beyond the reasonable control of the party, but does not include any delays in the payment of monies due by either party. Without limiting the generality of the foregoing, “Force Majeure” will include but is not restricted to the following types of events: acts of God or public enemy; acts of governmental or regulatory authorities (other than, with respect to Customer’s performance, Customer and its governing entities); fires, floods, epidemics or serious accidents; unusually severe weather conditions; strikes, lockouts, or other labor disputes. If a Force Majeure occurs, the affected party will not be deemed to have violated its obligations under this Agreement, and time for performance of any obligations of that party will be extended by a period of time necessary to overcome the effects of the Force Majeure. 11.7 Compliance with Laws. Customer and Farragut shall comply with all federal, state and local laws in the performance of this Agreement, including those governing use of the Software. Software provided under this Agreement may be subject to U.S. and other government export control regulations. Customer shall not export or re-export any Software in violation of such export regulations. 11.8 Assignments. Farragut may assign this Agreement or its interest in the Software, or may assign the right to receive payments, without Customer’s consent. Customer will be notified in writing if Farragut makes an assignment of this Agreement. Customer shall not assign this Agreement without the express written consent of Farragut, such consent not to be unreasonably withheld. In the event of any permitted assignment of this Agreement, the assignee shall assume in writing the liabilities and responsibilities of the assignor. Any attempted assignment in violation of this section will be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 11.9 Third-Party Rights. The enforcement of the terms and conditions of this Agreement and all rights of action relating to such enforcement will be strictly reserved to Customer and Farragut, and nothing contained in this Agreement will give or allow any claim or right of action whatsoever by any third person. It is the express intent of the parties to this Agreement that any person, other than Customer or Farragut, receiving services or benefits under this Agreement will be deemed an incidental beneficiary only and will not have any rights under this Agreement. 11.10 Independent Contractors. The parties are independent contractors. Neither party will have any right, power or authority to act or create an obligation, express or implied, on behalf of the other party except to the extent, if any, as specifically provided by this Agreement. Nothing in this Agreement will be construed to create any partnership, association, joint venture or employment relationship between the parties. 11.11 Notices. A notice required or permitted to be given under this Agreement by one party to the other must be in writing, addressed to the party to whom the notice is given at their address set forth on the Signature Page, and shall DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 9 - be given by: (i) actual delivery, in which case the notice will be deemed given upon delivery, or (ii) deposit in the United States Mail, postage prepaid, by registered or certified mail with return receipt requested, in which case the notice will be deemed given on the fifth business day following such deposit. Each party may change its address for notice by giving written notice of the change to the other party. 11.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 12. Definitions. “Anniversary Date” means each anniversary of the Effective Date of this Agreement. “Computer” means the single computer unit, regardless of platform or operating environment, on which Customer loads the Software covered by this Agreement. “Confidential Information” means the Software, Documentation, designs and configurations of the Software, trade secrets and related documentation, and all other information confidential to Farragut or its suppliers or licensors. “Delivery Date” means the date the Software is delivered or made available to Customer (including by making the Software available for download). “Documentation” means all user documentation relating to the Software provided or made available to Customer by Farragut, whether as hard copy or as electronic copy, including but not limited to operating manuals, user documentation, environmental specifications and other documentation. “Key Operator” means an employee of Customer who has been trained in the proper use of the Software and has been designated by Customer as their Key Operator. The initial Key Operator(s) are identified in Schedule B of this Agreement. “Software” means the software code and associated support files of the Software described on Schedule A and its Documentation, including all Software Maintenance Releases, and other modifications, including custom modifications created by Farragut, if any, to such computer programs and code, and all copies of the foregoing, delivered to Customer hereunder. “Warranty Period” means the 90 day period beginning with the Delivery Date. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 10 - SCHEDULE A SOFTWARE DESCRIPTION, LICENSE LOCATION, AND FEES QUANTITY SOFTWARE DESCRIPTION LICENSE FEE ANNUAL SUPPORT FEE 1 Farragut ParcelSync $0 $15,000 1 Farragut DeedSync $0 $10,000 1 Farragut PIN Application $0 $10,000 Licensed Location: ______________________________. License fees are due upon execution of this agreement. Support services will begin and the annual support fees are due the date the software is in production use by the Customer. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 11 - SCHEDULE B SOFTWARE SUPPORT This Schedule further describes Farragut’s Software Support as referenced in the Software License and Support Agreement (the “Agreement”), by and between Farragut and Customer. Unless otherwise specified, terms defined in the Agreement will apply to this Schedule. In consideration for the Annual Support Fee paid by Customer, Farragut will use commercially reasonable efforts to provide the Software Support set forth herein below for the Software licensed by Farragut to Customer. Farragut may, where appropriate, prorate the Annual Support Fees so that Annual Support Fees for all Software is renewable on the same date, even if all Software was not ordered at the same time. 1. Contact Information. The following contact information is to be used by Customer for submitting Software Support requests, as well as any other Software support requests, to Farragut: Customer Support Center: http://helpcenter.farragut.com Phone: 919-572-0901 The following contact information is to be used by Farragut for contacting Customer on Software Support requests, as well as any other Software support requests: Primary Customer Contact Point (“CCP”): ____________________________ First Alternate CCP: ____________________________ Customer Key Operator(s): ____________________________ Customer or Farragut may change their respective Support Contact Information by providing notice of such change to the other party by email, fax or pursuant to the notice provisions in Section 11.11 of the Agreement. 1.1 Customer Support Center. The Customer Support Center (CSC) is the primary point of Customer contact for all support. CSC consultants will provide responses to support requests received from a Customer CCP. 1.2 Methods for contacting the CSC. ● Email – Customer contacts the CSC by email at crcsupport@farragut.com. When an issue is communicated via email, the CSC will log the ticket and return an email to the email recipient designated in the account along with the issue tracking number. Customers may provide contact email addresses that route to an email distribution list established and managed by Customer. ● Telephone - Customer contacts the CSC by phone at 919-599-5604. When an issue is reported by phone, the CSC staff will open a new ticket and the ticket number will be verbally communicated to the person calling. For calls received outside of the CSC operation hours, Customer may leave a voice message stating the issue and contact information. CSC staff will check the voicemail message and contact Customer the following business day. All telephone calls concerning support requests must be made by calling the regular CSC telephone number and must be followed by a written request. 1.3 CSC Hours of Operation. Normal operating hours for the CSC are 8:00 AM to 5:00 PM Eastern DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 12 - Time, Monday through Friday, except for Farragut company holidays. 2. Correction of Software Defects, Errors or Malfunctions, 2.1 General Description. Software Support will include Farragut’s commercially reasonable efforts to provide a solution or suitable work-around for defects, errors or malfunctions in the Software that prevent the Software from performing, during normal and proper use, substantially as described in the specifications set forth in the then-current Documentation accompanying the Software, when properly installed on the Customer’s Computer. Software Support will not include or cover any defects, errors or malfunctions in the Software that are caused by any external causes, including, but not limited to, any of the Exclusions from Warranty and Support Coverage described in Section 3.2 of the Agreement. Software Support also will not include or cover modifications made to the Software by anyone other than Farragut staff. Because not all defects, errors or malfunctions can or need to be corrected, it is possible that not all defects, errors or malfunctions will be corrected. 2.2 Support Requests. All support requests must be made in accordance with Farragut’s standard support procedures and accompanied with sufficient detail to enable Farragut to verify the error and provide a solution or suitable work-around. All telephone calls concerning support requests must be made by calling the regular CSC telephone number and must be followed by a written request. Farragut is not responsible for responding to support requests placed by a person other than the Customer CCP’s. Farragut is not responsible for support calls from Customer placed to a Farragut telephone number other than the established CSC telephone number or for written requests that are not made to Farragut’s CSC. 2.3 Support Process for Reported Issues. After receiving a written report of a Software error from a Customer CCP, Farragut will commence its efforts to resolve the reported Software error by: (a) Answering the Key Operator’s or Customer CCP's questions and diagnosing the Software error during Farragut’s normal service hours by telephone, by e-mail and/or through Farragut Web Support, or; (b) Troubleshooting, diagnosing and providing a solution or suitable work-around during Farragut’s normal service hours; or (c) If Farragut determines in its discretion that it is necessary or appropriate to efficiently and promptly resolve any reported software error on-site, Farragut may provide service at Customer’s site during regular business hours. Farragut reserves the right to charge for on-site service as provided for in Section 2.5(c) of this Schedule; or (d) If Farragut determines the reported issue is related to a defect in the Software, Farragut will determine its Severity Level (as defined below) and take the appropriate level of action pursuant to the terms below. The resolution of all defects is addressed through Software Maintenance Releases. (e) Timely Commencement. If Customer reports any suspected Software error that causes the Software to be inoperative or significantly impairs its functionality, Farragut will begin the troubleshooting and diagnosis of the problem within one business day after Farragut receives the written report. For other reported problems, Farragut will begin the troubleshooting and diagnosis as promptly as is reasonably practical. 2.4 Software Maintenance Releases. “Software Maintenance Release” means all error corrections, bug fixes and minor modifications to the Software and Documentation, as developed by Farragut and made generally available without a separate charge to licensees of the Software who have purchased Software Support for such Software. Software Support will include standard periodic Software Maintenance Releases, if any, that are provided by Farragut from time to time. If Farragut determines, at DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 13 - its own discretion, that a reported Software defect requires a programmatic change to the Software, Farragut shall provide the Software correction in the form of a Software Maintenance Release. Customer promptly will install all Software Maintenance Releases provided by Farragut. Software Support will also include reasonable assistance, upon request, during Farragut’s normal business hours by telephone, e- mail, web, or Farragut’s CSC for the installation of any new Software Maintenance Releases for the Software. On-site installation of Software Maintenance Releases and any Customer staff training specific to those Software Maintenance Releases are not included under Software Support. If Customer requires on-site installation of Software Maintenance Releases by a Farragut technician, those services must be requested in writing in advance to Farragut by Customer. Any such services will be invoiced to Customer by Farragut on a time and materials basis, plus reasonable and actual expenses. Modifications to the Software by anyone, other than Farragut staff may render the Software Maintenance Releases incompatible with the Software. 2.5 Services Not Included. Software Support does not include: (a) Software Installation, Implementation and Training Services. Farragut will not provide Software installation, implementation or training services pursuant to this Agreement. Farragut may provide these services to Customer by separate written agreement specifying the terms and conditions of installation, implementation and/or training services and related fees and charges. (b) Custom Programming Services. Custom programming services are not included in Software Support. Farragut may provide custom programming services to Customer by separate written agreement between Farragut and Customer specifying the custom programming services and related fees and charges. Custom programming services could include development of custom computer programs, custom programming related to the Software, and installation, training and maintenance with respect to such custom computer programs and custom programming. (c) On-Site Support. On-site support is not included in Software Support. At Farragut’s discretion as provided in Section 2.3(c) of this Schedule or upon receipt of a written request from Customer, Farragut will provide Customer on-site support at a mutually agreed upon time. Customer agrees to pay Farragut for on-site support on a time and materials basis at Farragut’s then prevailing rates, plus expenses (including but not limited to travel, lodging and miscellaneous expenses), and for replacements at Farragut’s list prices, unless otherwise agreed in writing by Farragut and Customer. (d) Hardware, Third-Party Software and Related Supplies. Farragut will not provide any hardware, third party software or related supplies pursuant to this Agreement. Farragut may provide hardware, third-party software and related supplies to Customer by separate written agreement between Farragut and Customer specifying the terms and related fees and charges. (e) Customer Infrastructure Defects. Trouble-shooting, diagnosing or otherwise identifying defects that are a result of Customer’s hardware and/or software systems (“Customer Infrastructure”) that the Software has been installed on for operation are not covered by Software Support. Any defect that is reported against the Software and which is subsequently determined by Farragut to be caused by Customer Infrastructure shall be the responsibility of Customer and any time extended by Farragut to trouble-shoot, diagnose or otherwise identify the cause of said defect shall be chargeable to Customer at Farragut’s prevailing rates prevailing rates, plus expenses (including but not limited to travel, lodging and miscellaneous expenses), and for replacements at Farragut’s list prices, unless otherwise agreed in writing by Farragut and Customer. Customer agrees to waive the requirement for prior written approval in the case of a Customer Infrastructure defect. (f) Other Support Services. If Farragut, in its discretion, provides other support, in addition to the Software Support described under this Schedule, Customer will pay Farragut for the services on a time and materials basis at Farragut’s then prevailing rates, plus expenses, and for replacements at Farragut’s list prices, unless otherwise agreed in writing by Farragut and Customer. At Customer’s request, Farragut will provide to Customer a written schedule of Farragut’s then prevailing rates and list prices. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 14 - Before undertaking such work, Farragut will notify Customer if there will be any additional charges for support services. 3. CSC Response Goals. 3.1 Upon receipt of a support request from Customer, a CSC consultant will review the information and assign a severity for urgency of response according to the following list: Severity Type of Problem/Request 1 Major critical functionality is not operating. 2 Non-critical but major functionality is inoperative. 3 System feature is malfunctioning or inoperative. 4 Cosmetic in nature. 3.2 A CSC consultant will communicate to Customer a Response based upon the severity of the problem. “Response” is defined as a communication with Customer of the status of problem, analysis or potential remedies, or workarounds. The Response goals for a support request received during normal working hours are shown in the following table: Severity Response Goal 1 Within 1 business hour 2 Within 1 business day 3 Within 2 business days 4 Will determine if it should be included in a future maintenance release. 3.4 CSC Request Escalation. (a) Upon receipt of a Severity 1 support request, the CSC manager will be notified to ensure that appropriate Farragut resources are focused on returning the affected system to operation as soon as possible. (b) Customer will be notified of the current status and projected closure target on each unresolved support request, which will be tracked and reported until resolved. 3.5 Remote Diagnostics. The CSC consultant, subject matter expert, account manager, or other Customer support personnel may utilize remote access capability to assist with system diagnosis and/or corrective action. Customer direct participation may or may not be required during remote access operations. However, in either case, all use of remote access capability will be coordinated with Customer in advance. 4. Customer Responsibilities. 4.1 Systems Operation. Customer retains responsibility for the day-to-day management of the system and Software, including the backup system. 4.2 Customer CCP who will serve as the primary interface between Farragut’s support team and Customer. The responsibilities of the Customer CCP include the following: (i) Provide Customer contact information and inform Farragut of any changes before they occur. (ii) Insure basic troubleshooting and a complete analysis of system problems using internal Customer resources prior to referring a problem to Farragut. (iii) Before submitting a support request to the CSC, gather and record the information DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED - 15 - needed to document request. (iv) Contact the CSC and provide the support request information and any amplifying data to the CSC consultant. (v) Coordinate Customer activities required to assist the CSC in resolving the problem. (vi) Serve as a liaison and primary point of Customer contact for the account manager. (vii) Submit change request and provide them to the account manager to initiate system or software modifications. (viii) Insure a Purchase Order (PO) or other suitable form of Customer financial obligation authorization is generated and approved prior to requesting additional support not specifically included in the Agreement. 4.3 System Access, Security, and Software Licenses. (i) Throughout the term of Software Support, Farragut requires continuous remote access to all of Customer’s Computers for the purpose of providing Software Support. Such access is typically handled by VPN access provided by Customer. Customer will ensure that appropriate primary and alternate means are available for Farragut support personnel to gain remote access to Customer’s system (when appropriately coordinated with Customer) for the purpose of providing Software Support. (ii) Customer will maintain system passwords and will notify Farragut, prior to implementation, of any changes that may affect Farragut’s ability to provide support under the Agreement. (iii) Customer will maintain a record of all user workstations running any portion of the licensed Software, if any, (including any associated Internet applications). Customer will provide this information to Farragut upon request and will advise Farragut of any changes in the system that affect the currency of this information. 5. Upon the release of a new Software Maintenance Release, the Software Support for the current Software release will terminate in two years from the release date of the new Software Maintenance Release. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 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 10/11/2022 (919) 719-5643 36064 Farragut Systems, Inc. 2775 Meridian Parkway Durham, NC 27713 41840 22292 A 1,000,000 ZZ6A289808 4/30/2022 4/30/2023 100,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000B AW6A289825 4/30/2022 4/30/2023 2,000,000C UH6A289810 4/30/2022 4/30/2023 2,000,000 0 A Property ZZ6A289808 4/30/2022 Limit 50,000 D Tech Prof Liab/Cyber ESK0039457499 4/30/2022 4/30/2023 Limit 2,000,000 Operations of the named insured covered by the above referenced policies. Primary Tech E&O/Cyber (Noted above) $2,000,000 Limit; Excess Tech E&O/Cyber (Second Layer): Scottsdale Insurance Company; Policy# EKS3442020; Effective 8/9/2022-4/30/2023; $3,000,000 Limit XS $2,000,000; Orange County is an additional insured as respects Cyber Liability when required by written contract. Orange County PO Box 8181 Hillsborough, NC 27278 FARRSYS-01 NLEE Alera Group4325 Lake Boone Trail, Suite 200Raleigh, NC 27607 William Millsaps WMillsaps@trisure.com The Hanover American Insurance Company Allmerica Financial Benefit Insurance Company The Hanover Insurance Company Lloyds of London 4/30/2023 X X X X X X DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED