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2023-309-E-Human Resources-Compatica-Incident Management Software and Support
Revised 04/23 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 1st day of JULY, 2023 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Compatica, Inc., (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered a contract dated JULY 1, 2022, (hereinafter the “Original Agreement”), for the provision of services for Incident Management Software and Support; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of June 30, 2024. 2. Article 5, Section (a) is amended to reflect and additional ten thousand and two hundred dollars ($10,200.00) for a maximum payable not-to-exceed amount of twenty thousand and four hundred dollars ($20,400.00). 3. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Bonnie Hammersley Adee Feinstein, CEO County Manager DocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB 7/13/20237/17/2023 Revised 04/23 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Compatica, Inc Vendor Contact Person: Adee Feinstein Phone: 919-924-8476 Address: PO Box 4065 City Cary State: NC Zip: 27519 Department: HR/Risk Division Amount: $10,200 Purpose: Incident Management Software and Support Budget Code(s): 10250220 630000 Vendor # 67385 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FF) (Most Recent Amendment ) Effective Date End Date Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this pro ject has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: This amendment was to extend services, services of WC reporting and such continued during the amendment to the original contract. As such, a period of time services provided without execution of this amendment. Vendor is to be paid 7/14/2023. Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: DocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB 7/13/2023 7/14/2023 7/17/2023 7/17/2023 Revised 04/23 Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process Revised 06/21 1 [Departmental Use Only] TITLE RM-Compatica FY 22-23 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this first day of July, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Compatica, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Incident Management Software (unlimited users) ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process Revised 06/21 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process Revised 06/21 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Incident Management Software and Support for all users 4. Duration of Services a. Term. The term of this Agreement shall be from 7/1/22 to 7/6/23. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 7/1/22. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed ten thousand two hundred Dollars ($10,200.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Alisa Cornetto) 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. DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process Revised 06/21 4 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of Cyber Liability and Professional Liability (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process Revised 06/21 5 but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process Revised 06/21 6 County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process Revised 06/21 7 i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Alisa Cornetto/Risk Managment Compatica P.O. Box 8181 PO Box 4065 Hillsborough, NC 27278 Cary, NC 27519 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process Revised 06/21 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley By: __________________________________ Adee Feinstein, CEO Printed Name and Title DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Compatica, Inc. Party/Vendor Contact Person: Adee Feinstein Contact Phone: 919-924-8476 Party/Vendor Address: PO Box4065 City Cary State: NC Zip: 27519 Department: Risk Management Amount: $10,200.00 Purpose: Incident Management Software & Support Budget Code(s): 10230220 630000 Vendor # 67385 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7/1/22 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FF 6/27/2022 6/27/2022 6/27/2022 6/28/2022 DocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process 1 SERVICES SUBSCRIPTION AGREEMENT This Software as a Service Subscription Agreement (the "Agreement") is dated July 1, 2022 (the “Effective Date”) by and between Compatica, Inc., a North Carolina corporation, having its principal place of business at 107 Natchez Court, Cary, North Carolina 27519 (“Company”) and Orange County, North Carolina, with its principal place of business at 200 S. Cameron St., Hillsborough, NC 27278 (the “Customer”). Company and Customer collectively are the “Parties”, and individually each a “Party”. The Parties agree as follows: 1. DEFINITIONS (a) Components. “Components” means the individual modules or products that make up the System. From time to time, new Components or features will be introduced to the System, and those Components or features may be restricted to specific editions. (b) Customer Data. “Customer Data” means any of Customer’s information, documents, or electronic files that are provided to Company or the System hereunder. (c) Documentation. “Documentation” means the online documents or documents physically provided to Customer. (d) Error. “Error” means any reproducible material failure of the System to function in accordance with its Documentation or this Agreement. (e) Maintenance Windows. “Maintenance Windows” means collectively, standard maintenance and emergency maintenance. Standard maintenance windows will be published in advance on Company’s website at least 72 hours in advance of the start of the standard maintenance window. Emergency maintenance will occur as needed. Company will make reasonable efforts to publish emergency maintenance windows on Company’s website in advance of the emergency maintenance window, but it is possible that advanced notification of an emergency window may not occur. (f) System. “System” means the software service for which Customer has paid, including any Updates relating thereto that may be provided hereunder or thereunder, and any derivative works of the foregoing. A System is made up of individual Components. (g) Service Administrator. “Service Administrator” means the person(s) that Customer designate(s) to purchase on behalf of Customer usage of the Service, authorize Users under the Agreement, create accounts for additional Users and otherwise administer Customer's use of System. (h) Support. “Support” means the ongoing services by Company to support the System as defined in Section 3 below. (i) Update. “Update" means any patch, bug fix, release, version, modification or successor to the System. DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process 2 (j) User. “User” means a named individual to whom Customer has granted access to use the System on Customer’s behalf, regardless of whether or not the User actually accesses the Software. Users may be Customer's employees, consultants, contractors or agents. 2. SERVICES (a) Services. Company provides a web-browser-based Workplace Incident Management Console and Smartphone/Tablet Workplace Incident Recorder application called “Compatica”, as well as support, maintenance, and updates for the same (the “Service(s)”). Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration, or cancel passwords if deemed inappropriate. (b) Use Rights. The Services may be limited to use by the number of Users for which Customer has paid if such limitation is noted in Section 4(a). Said use rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes Company’s form of agreement agreeing to be bound by all of the terms and conditions of this Agreement. All rights in and to the System not expressly granted herein are reserved to Company. (c) Use Restrictions. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any of the Components, System, Documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. You acknowledge and agree that Company shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process 3 and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of Customer's Users relating to the System. (d) System Administrator; User Access. Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing User access, including adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or user name. Customer acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users. (e) Customer Data. Customer owns all right, title and interest in the Customer Data. Customer hereby grants to Company, a non-exclusive, non-transferable (except as set forth in Section 9(c) below), non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of Customer’s use of the System. Company shall not use the Customer Data except Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. (f) No Sensitive Data; Customer Responsibilities. Customer assumes all risk arising from use of any sensitive information with the System, such as protected health information under HIPAA, credit card numbers, financial account numbers, or other similarly-sensitive personal information. Risk includes any inadvertent disclosure or unauthorized access thereto. Customer is responsible for ensuring that Customer and Customer's Users' use of the System is in compliance with all applicable laws and governmental regulations and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations. (g) Security and Compliance. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process 4 passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. 3. SUPPORT (a) Services Generally. Subject to the terms of this agreement, Company shall use commercially reasonable efforts to make the System available to Customer. (b) Updates. Company shall deliver Updates to the System that apply to Customer at no additional charge. From time to time, new Components or features may be released that are applied selectively to different customers of the System. Only those Updates that apply to the Customer will be delivered automatically to the Customer at no additional charge. (c) Error Correction. Company shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as is possible using its reasonable efforts during Company's normal business hours. Customer shall provide such access, information, and support as Company may reasonably require in the process of resolving any Error. This paragraph is Customer's sole and exclusive remedy for Errors. (d) Support Exclusions. Company is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by: (i) the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the System or its operating environment; (ii) any failure or defect of Customer’s or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Company's firewall); (iii) Customer’s use of the System other than in accordance with the System’s documentation; or (iv) a Force Majeure Event. (e) Support Fees. Company has the right to bill Customer at its standard services rates for any support issues excluded by Section 3(d) above that have been pre-approved in writing (including in an email) by Customer. (f) Limitation of Remedies. Correction of Errors as defined in this Agreement are Customer’s sole remedies for any Errors in the System. 4. FINANCIAL TERMS (a) Fees. In exchange for the Services, Customer shall pay to Company the fees in the amount as follows: $10,200 (Ten Thousand, Two Hundred dollars) with no imitation on the number of concurrent system users, for the time period of 7/7/2022 – 7/6/2023. DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process 5 (b) Payment Terms. Customer shall pay all Company invoices within 30 days of the invoice date. (c) Pricing Changes. Customers selecting annual pricing will receive notice of changes in pricing at least 45 days before each anniversary of the Effective Date. 5. TERM AND TERMINATION (a) Term. The term of this Agreement commences on the Effective Date hereof. The term will continue until the one-year anniversary of the Effective Date. (b) Termination for Cause. Either party can terminate this Agreement for cause upon written notice to the other party: (i) if a party fails to pay the other party any delinquent amounts owed to the other party hereunder within 10 days of written notice by the other party specifying the amounts owed; in the case of Company, immediately upon any breach by Customer of Section 2; (ii) immediately upon any breach of any confidentiality obligations owed to such party by the other party; (iii) if the other party has committed any other material breach of its obligations under this Agreement and has failed to cure such breach within 30 days of written notice by the non- breaching party specifying in reasonable detail the nature of the breach (or, if such breach is not reasonably curable within 30 days, has failed to begin and continue to work diligently and in good faith to cure such breach); or (iv) upon the institution of bankruptcy or state law insolvency proceedings against the other party, if such proceedings are not dismissed within 30 days of commencement. (c) Obligations Upon Termination. Upon termination of this Agreement: (i) provided that Customer has paid all amounts owed to Company hereunder, Company shall, upon written request received within 30 days of termination, provide Customer a period of 24 hours for the limited purpose of exporting Customer Data; (ii) Company shall immediately terminate access to the System by Customer; and (iii) Customer shall immediately pay Company any amounts payable or accrued but not yet payable to Company, including any deferred payments or payments originally to be made over time. Subject to this subsection 5(c), Customer Data may be permanently lost or deleted following termination or lapse in subscription. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 6. CONFIDENTIALITY (a) Confidential Information. "Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process 6 considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (ii) third-party information that Customer or Company is obligated to keep confidential; (iii) the material terms and conditions of this Agreement; and (iv) any nonpublic information relating to any activities conducted hereunder. (b) Exclusions. Notwithstanding the above, the term "Confidential Information" does not include any information that is either: readily discernible from publicly-available products or literature; or approved for disclosure by prior written permission of an executive officer of the disclosing party. (c) Use of Confidential Information. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and, except as authorized in this Agreement, it shall not disclose the Confidential Information to any other persons without the disclosing party’s express written authorization. (d) Required Disclosures. A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed. (e) Return of Information. Except as set forth otherwise in the specific provisions concerning Customer Data set forth in Section 5(c) above, if a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession. (f) Survival. The parties hereto covenant and agree that this Section 6 will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret. 7. SERVICE LEVEL COMMITMENTS; DISCLAIMERS AND LIMITATIONS (a) Service Level Commitments. Company guarantees that the System and all Services provided on the System will be accessible to Customer’s authorized Users 95% of the time in any given calendar month, excluding Maintenance Windows. Notwithstanding the foregoing, Company does not guarantee network availability between Customer and the Company hosting DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process 7 servers, as such availability can involve numerous third parties and is beyond the control of Company. Company will not be liable for nor provide any service credits hereunder for any downtime caused in whole or part by a third party data center provider nor for any downtime that Customer experiences as a result of Customer or Customer’s Users’ own network connectivity issues. If Customer experiences a System or Service outage and is unable to access the System or any Service, Customer must immediately contact Company’s help desk, providing any/all necessary information that may assist Company in determining the cause of the outage. Company will determine in good faith whether the outage was within Company’s reasonable control. If Company determines that a timely reported outage was attributable to Company, then Company will credit Customer 1-day of Service fees for every day of downtime Customer experienced, up to a maximum of half of that month’s Service fees. This shall be Customer’s sole remedy, and Company’s sole liability, for Company’s failure to provide the guaranteed availability set forth in this Section 8(a). (b) Disclaimer of Warranties. EXCEPT FOR THE LIMITED SERVICE LEVEL COMMITMENTS SET FORTH IN SECTION 8(A), COMPANY MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SYSTEM. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THE LIMITED SERVICE LEVEL COMMITMENTS IN SECTION 8(A), COMPANY DISCLAIMS ANY WARRANTY THAT THE SYSTEM, THE SERVICES PROVIDED BY COMPANY, OR THE OPERATION OF THE SYSTEM ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. COMPANY MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. (c) Disclaimer of Consequential Damages. COMPANY HAS NO LIABILITY WITH RESPECT TO THE SYSTEM, SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (d) Limitations of Remedies and Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process 8 EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. GENERAL (a) Notices. Notices regarding this Agreement to Company shall be in writing and sent by first class mail or overnight courier at the address provided at that time on Company's website. Company may give notice by means of posting notice on the System, by electronic mail to Customer's e-mail address on record with Company, or by written communication sent by first class mail or overnight courier to Customer's address on record in Company's account information. All notices shall be deemed to have been given three days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or 12 hours after either sending by e-mail or posting on the System. (b) Force Majeure. "Force Majeure Event" means any act or event that (a) prevents a party (the "Nonperforming Party") from performing its obligations or satisfying a condition to the other party’s (the "Performing Party") obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. "Force Majeure Event" does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party’s obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event. (c) Assignment. Company may assign any of its rights or obligations under this Agreement at any time; provided, however, that Company shall not assign the rights granted to Customer Data in Section 2(d) except in connection with the sale (whether by merger, asset sale, equity sale or otherwise) of (i) Company, (ii) the System or (iii) a portion of Company or the System that would reasonably require the acquirer of said portion to be assigned such rights to the Customer Data. Customer shall not assign any of its rights under this Agreement, except with the prior written approval of Company, which shall not be unreasonably withheld. The preceding sentence applies to all assignments of rights, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes Company’s form of agreement agreeing to be bound all of the terms and conditions of this Agreement. Any change of control DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process 9 transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section is void. (d) Governing Lawª Venue. The laws of the State of North Carolina (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Wake County, North Carolina, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any state or federal court sitting in Orange County, North Carolina; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum. (e) Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement. (f) If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. (g) Relationship of Parties; Responsibility of Signatory. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. If you are an agent or employee of the intended subscriber or user, you individually represent and warrant to Company that you are authorized to bind that party to this Agreement. (h) Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections 1, 2(c), 5(c), 6, 7, 8, and 9 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Management and Administrative Services Agreement as of the date first above written. DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process 10 COMPATICA, INC. By: __________________________________ Printed Name: Adee Feinstein Title: CEO Date: _________________________________ CUSTOMER By: __________________________________ Printed Name: Bonnie Hammersley Title: County Manager Date: _________________________________ DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FF 6/27/2022 6/28/2022 DocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process AUTHORIZED REPRESENTATIVE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Click or scan to view LIVE CERTIFICATE Orange County, North Carolina 200 S Cameron St Hillsborough, NC 27278 CERTIFICATE NUMBER: 6373841 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X NXT9H7TLLL-00-GL 06/24/2022 06/24/2023 EACH OCCURRENCE $ 1,000,000.00 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100,000.00 MED EXP (Any one person) $ 15,000.00 PERSONAL & ADV INJURY $ 1,000,000.00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000.00 X POLICY PRO- LOC JECT OTHER: PRODUCTS - COMP/OP AGG $ 2,000,000.00 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability X NXT9H7TLLL-00-GL 06/24/2022 06/24/2023 Each Occurrence: Aggregate: $1,000,000.00 $2,000,000.00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Certificate Holder is Orange County, North Carolina. This Certificate Holder is an Additional Insured on the General Liability policy per the Additional Insured Automatic Status Endorsement. All Certificate Holder privileges apply only if required by written agreement between the Certificate Holder and the insured, and are subject to policy terms and conditions. CERTIFICATE HOLDER © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/24/2022 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). PRODUCER Next First Insurance Agency, Inc. PO Box 60787 Palo Alto, CA 94306 CONTACT NAME: PHONE (855) 222-5919 (A/C, No, Ext): FAX (A/C, No): E-MAIL support@nextinsurance.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Next Insurance US Company 16285 INSURED Compatica, Inc. 107 Natchez Ct Cary, NC 27519 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB In Process The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If 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: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11/16/2021 Scott Insurance -Lynchburg 1301 Old Graves Mill Road Lynchburg VA 24502 Laura Bailey 434-832-2134 434-455-8857 lbailey@scottins.com HSB Specialty Insurance Company (A++)14438 COMPINC-01 Compatica,Inc. PO Box 4065 Cary NC 27519 348640760 A Cyber Liability 6605406-02 8/27/2021 8/27/2022 Aggregate Limit Cyber Retention 2,000,000 2,500 Orange County,North Carolina 200 S.Cameron St. Hillsborough NC 27278 DocuSign Envelope ID: EDA3200E-120F-4689-8924-3B3CED1889FFDocuSign Envelope ID: 2803EE47-19DD-4BE6-A7F0-AF245858D0AEDocuSign Envelope ID: BEBA87C4-019E-43DE-AD75-76A3FF9EEEEB