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HomeMy WebLinkAbout2023-545-E-Sheriff Office-The Sheriff.com-Provision, development, and maintenance of an app for the Sheriff’s OfficeNORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this ______ day of ______ 2023, (“Effective Date”) by and between Orange County Sheriff Charles S. Blackwood (“Sheriff”) and TheSheriffApp.com (hereinafter, the “Provider”). WITNESSETH: That the Sheriff and the Provider, for the consideration named herein, do hereby agree as follows: 1. Services a. Scope of Work. i. This Agreement is for services to be rendered by Provider to the Sheriff with respect to: development of an app and on-going support. 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 Sheriff 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 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 Sheriff. DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E 5th October 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 Sheriff. No permission for subcontracting shall create, between the Sheriff and the subcontractor, any contract or any other relationship. iv. Provider is an independent contractor of the Sheriff. 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 Sheriff, 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 Sheriff 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 Sheriff may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to 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 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows: provision of an app for both Apple and Android users, including providing a mockup design, integration support and maintenance, marketing kit and video and as described in Attachment A, attached hereto and incorporated by reference, dated May 16, 2022. DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E 4. Duration of Services a. Term. The term of this Agreement shall be from September 1, 2023 to August 31, 2024. b. Scheduling of Services. i. The Provider shall schedule and perform its activities in a timely manner. ii. Should the Sheriff 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 Sheriff. iii. The Commencement Date for the Provider’s Basic Services shall be September 1, 2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the Sheriff for all services satisfactorily (as determined by the Sheriff) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Nineteen-Thousand-Eight- Hundred-Fifty-and-63/100 Dollars ($19,850.63). One-half payment will be invoiced at the time of contract signing and shall become due and payable within thirty (30) days of Provider properly invoicing the Sheriff. The balance of payment will be invoiced upon App approval of the Sheriff for release and shall become due and payable within thirty (30) days of Provider properly invoicing the Sheriff. 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 Sheriff, the Sheriff 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, the Sheriff 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. The Sheriff shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless the Sheriff requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the Sheriff a. Cooperation and Coordination. The Sheriff has designated Alicia Stemper as the Sheriff’s representative with respect to the Project who shall have the authority to render decisions as authorized by the Sheriff and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E 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). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Sheriff. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless the Sheriff from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney’s fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the Sheriff. It is the intent of this provision to require the Provider to indemnify the Sheriff 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 Sheriff and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the Sheriff. 10. Termination a. Termination for Convenience of the Sheriff. This Agreement may be terminated without cause by the Sheriff and for his convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the Sheriff’s material breach of this Agreement; provided, the Sheriff has not taken all reasonable actions to remedy the breach. The Provider shall give the Sheriff seven (7) days’ prior written notice 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. 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 Sheriff due to errors or omissions of the Provider. Upon request of the Sheriff, the Provider shall submit to the Sheriff all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E ii. Should this Agreement be terminated, the Provider shall deliver to the Sheriff 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 Sheriff under this Agreement or the failure of the Sheriff to require compliance by the Sheriff with any provisions of this Agreement or the waiver by the Sheriff of any breach of this Agreement shall not constitute a waiver of any claim for damages by the Sheriff for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. The Sheriff may suspend the Basic Services and this Agreement at any time for the Sheriff’s convenience and without penalty to Sheriff upon three (3) days’ notice to Provider. Upon any suspension by the Sheriff, Provider shall discontinue work on the Basic Services until notified to proceed by the Sheriff. 11. Additional Provisions a. Limitation and Assignment. The Sheriff and the Provider each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the Sheriff 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 Provider is 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 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 the Sheriff may immediately terminate this Agreement without further obligation on the part of the Sheriff. 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. DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E e. Entire Agreement. This Agreement represents the entire and integrated agreement between the Sheriff and the Provider and supersedes all prior negotiations, representation, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidence by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of the 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 Sheriff and may be used on any other project without additional compensation to the Provider. The use of the documents, items, or things by the Sheriff 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 Sheriff. h. Non-Appropriation. Provider acknowledges that the Sheriff’s Office is an Office of county government, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate and subject to appropriations made by the Orange County Board of Commissioners. In the event that public funds are unavailable or not appropriated for the performance of the Sheriff’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to the Sheriff upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that the Sheriff shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. 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 signature and the intent of the Parties to comply with Article 11A and Article 40 of the North Carolina General Statutes 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: Sheriff Provider Sheriff Charles S. Blackwood Kevin Cummings, Vice President Orange County Sheriff’s Office TheSheriffApp.com 106 E Margaret Lane 809 2nd Avenue Hillsborough, NC 27278 Opelia, AL 36801 DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E 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 written above. ORANGE COUNTY SHERIFF: PROVIDER: By: ___________________________ By: ___________________________ Charles S. Blackwood, Sheriff Kevin Cummings, Vice President Kevin Cummings Verified by pdfFiller 09/29/2023 DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E Orange County Sheriff's Office, NC Charles Blackwood,Sheriff Orange County Sheriff's Office NC MAY 16, 2022 Attachment ADocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E A Message From Our Founder Dear Sheriff Blackwood, I wanted to take this opportunity to thank you for your thoughtful consideration of our proposal. As I know you're aware, the mobile space is the dominant information sphere for an ever expanding segment of our population. The need for civic minded organizations to be able to effectively communicate with and better serve their communities is what first inspired me to start TheSheriffApp.com almost- 10 years ago. Since that time, we've grown into the Nation's largest provider of law enforcement specific apps that allow sheriffs’ offices nationwide to effectively engage with the communities they serve. Our team of dedicated experts has grown to include long serving law enforcement directors such as yourself, talented technology visionaries, experienced developers, and top notch sales and support staff; all of whom are passionate about our company's Mission Statement “Serving Those Who Serve”. Being in on the ground floor of the mobile space has allowed our company to grow along with the technological advancements which now allow us to offer you the absolute best in reliable and effective communication tools to not only help your office effectively serve, but to actively engage your community and build those lasting relationships that mutually benefit the community at large. As you will see outlined below, our proposed solution is custom tailored to ensure your office puts its best foot forward, can actively inform and interact with the community it serves and that you can easily call your community to action by rapidly disseminating urgent messages, notifications and pertinent agency news. When you allow us to Serve You, together we ensure your office is harnessing the most effective communication tool each member of your community is already engaging with on a daily basis. By putting the Orange County Sheriff's Office, NC app in the pocket of those you serve, we help build stronger, safer and more engaged communities, and that is what drives us to continue to provide the absolute best product available on the market today. We look forward to the opportunity to Serve You and your Community. Eric Halverson I Invite you to contact me directly with ANY questions or concerns -Eric@TheSheriffApp.com 1thesheriffapp.com DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E We Serve Those Who Serve Who We Are Over the past decade TheSheriffApp.com has grown to become the premiere app developer for Sheriff Offices. With experience serving over 500 public safety agencies in the US and Canada, our custom apps have allowed offices such as yours to better connect with the communities whom they serve. Our dedicated team of design and support specialist will work to ensure your office's mobile representation professionally and effectively reaches your community In addition to Sheriff Offices such as your own, our apps support Fire Departments, Police Departments, Public Health Departments, and Offices of Emergency Management across the US and Canada. What We Do TheSheriffApp.com develops custom iPhone and Android apps for law enforcement agencies around the country. With more custom apps for Law Enforcement agencies than any other developer, TheSheriffApp.com is the “App Developer of Choice”. TheSheriffApp.com works with progressive organizations to develop custom iPhone and Android apps to help harness the growing number of users that leverage mobile devices, when engaging with an organization. Our team will work with you to provide an app with a custom design, tailored to meet the needs of your office and community. We use modern design techniques to create an iPhone and Android app experience that users will never forget. By choosing TheSheriffApp.com, you gain a customized mobile application that increases the level of effective communication between your sheriff’s office and community. 2thesheriffapp.com DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E Your Representative Kevin Cummings Vice President 3342210782 kevin@thesheriffapp.com Your Support Team 3thesheriffapp.com DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E Your App After initial discussions with Orange County Sheriff's Office NC, our design team has developed a mockup design for the Orange County Sheriff's Office, NC. The below features are recommendations based on our experience, you will be able to add and remove prior to development. 4thesheriffapp.com DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E Popular Features •Push Notifications •Tip Submission •Integrations (JMS, RMS, CAD, etc.) •Inmate Search/Recent Arrests •Most Wanted/Warrants •Sex Offender Search/Mapping (Offender Watch) •Social Media Integration (Twitter, Facebook) •Press Releases •Sheriff Sales •Inmate Information •Resource Map •NWS Alerts/Weather •Recruitment •Contact/Directory •FAQ's •Many More! Those that download the app will have the most up to date information from Orange County Sheriff's Office, NC.TheSheriffApp.com was created to help Sheriff Offices better communicate their messages to their organization and community. Our goal is to develop a core group of technology services that allows your organization to create, upload and share content specific to your organization for distribution to others around your county/Parish, State and around the world. 5thesheriffapp.com DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E Testimonials "Within a matter of a few days of this app going live, it has led to the safe return of two runaway juveniles and is currently providing information on larceny cases through the tips we have received. This app is a great community tool and hopefully we can continue to grow it." Alan Norman, Sheriff Cleveland County , NC 6thesheriffapp.com  Click to play video in browser DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E 7 Your Investment DESCRIPTION SUBTOTAL iOS Development (Apple App Store), Android Development (Google Play), Base Support & Maintenance Cornerstone Discount $17,991.30 Discount -40% iOS and Android Developer Account Setup Consultation Facilitate Developer Account Creation with Client Designated Account Manger $0 Discount -995$ Year 1 Integration Support & Maintenance (Inmate Search, NWS, Social Media, etc) (Annual) Cornerstone Discount $1,686.75 Discount -35% Appriss Integration Fee (Annual) Cornerstone Discount $172.58 Discount -35% Year 2 Base Support and Maintenance (Annual) Cornerstone Discount $6,497.08 Discount -35% Year 2 Integration Support & Maintenance (Inmate Search, NWS, Social Media, etc) (Annual) Cornerstone Discount $1,686.75 Discount -35% Year 2 Appriss Integration Fee (Annual) Cornerstone Discount $172.58 Discount -35% TOTAL $19,850.63 TOTAL SAVINGS $13,990.37 $29,985.50 $995 $2,595 $265.50 $9,995.50 $2,595 $265.50 thesheriffapp.com Pricing is based on a 1 Year commitment.INITIALS Charles Blackwood DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E 8thesheriffapp.com Marketing Your New App As a valuable member of TheSheriffApp.com family we have many tools available to help maximize the impact and reach of the new Orange County Sheriff's Office, NC mobile app. We have developed a comprehensive marketing package to support the launch and spread of your new mobile community feedback interaction platform. Additionally we offer additional marketing components designed to maximize the reach and impact in the community your new app will have. These tools are specifically designed to raise awareness of your communities new mobile resource. DESCRIPTION PRICE QTY SUBTOTAL Marketing Kit A Includes, social media graphics, press release, smart banner, digital only print kit $995 1 $0 Discount -100% Marketing Kit B Includes everything from Marketing Kit A + (1) Printed Retractable Banner + (1,000) Business Cards w/QR code and + (1) Premium video with Voice Over $1,995 1 $1,995 Premium Marketing Video with Voice Over $1,495 1 $0 Discount -100% Additional Printed Retractable Banner (6') with QR Code $245 1 $245 Additional Printed Rack Cards with QR Code (Per 1000) $295 1 $295 Table Tents with QR Code (Per 500)$395 1 $395 Flyers (Per 1000)$295 1 $295 Business Cards (Per 2500)$145 1 $145 TOTAL $0 TOTAL SAVINGS $2,490 $995 $1,495 DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E Your Project Process PRE DEVELOPMENT Subject to Client Availability Average 1-2 Week ▪Contract Signature ▪Project Manager Assigned ▪Account and Project Manager Align App Content with Our Internal Production Form ▪Client is provided with forms and documentation for submission to Google and/or Apple for the formation of their Developer Accounts ▪Project Manager finalizes content and integrations for app production DEVELOPMENT Contingent upon Client completion of Pre Development Average 2-4 Weeks • Engineering develops first beta of the app with content provided on the production form. • PM completes a quality control check to ensure content and functionality is working properly. APP REVIEW Subject to Client Availability Average 2 Days ▪Project Manager sends iOS and Android release candidates to client for review ▪Client reviews app and provides Project Manager with any change requests. ▪Project Manager requests Google/Apple approve release of finalized app to App Stores ( Avg 5 - 7 day lead time). APP RELEASE Subject to Apple/Google Release Channel Average 1-2 Weeks • Marketing team finalizes the custom marketing kit for the client to promote the app in their community • Account and Project Manager complete client training of app control panel • App is officially released to the App Store ONGOING • Client's Account Manger will check in quarterly to ensure that the app is operating as desired and make any changes that are necessary 9thesheriffapp.com DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E Let's Work Together TheSheriffApp.com proposes to develop an iPhone and Android app for Orange County Sheriff's Office NC. THIS AGREEMENT is made between OCV, LLC (“Host”) having an address at 809 2nd Avenue, Opelika, AL. 36801 and Orange County Sheriff's Office NC ("Client") having a mailing address at 106 East Margaret Lane,Hillsborough,North Carolina,27278 and is effective from Not yet accepted: Date Customer Signs Proposal to End Date: 1 Years Following Signature (Renewable Annually Thereafter) 1.SERVICES:Host agrees to provide custom mobile app development services and support. 2.BILLING AND PAYMENT: Option 1 100% Invoiced Net 30 at Contract Signing OR Option 2 50% Invoiced Net 30 at Contract Signing 50% Invoiced Net 30 upon App approval for Release Please Type 100% or 50% Terms (Net 30) Annual Maintenance / Subscription Payment Schedule - 2023 and Beyond Total Annual Maintenance / Subscription Fee - Annual fee billed annually on contract anniversary date. 3.*TERM AND TERMINATION:This Agreement is effective as of the date of this Agreement and will extend for a period of 1 Year. *At the end of the initial contract period, Host will contact the customer for a renewal confirmation. Confirmation is typically communicated through email or other electronic means. Host will also send a renewal invoice 30 days prior to the expiration of this agreement. Receiving the invoice without renewal confirmation does not lock the customer into renewal. Customer will have 30 days to decline renewal. Host retains ownership of all intellectual property rights associated with the services, its technology and any enhancements or modifications thereof. 4.AMENDMENTS:This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties. 5.ACCEPTANCE OF TERMS:Use of services provided by Host constitutes acceptance of the terms and conditions contained in this agreement and any amendments thereto. 10thesheriffapp.com PLEASE TYPE TERMS OF PAYMENT (Option 1 / Option 2 / Other and Describe) DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E OCV, LLC TERMS AND CONDITIONS 1.MOBILE APP CREATION AND REVIEW PERIOD:Upon execution of this contract, the OCVapps team will go to work on designing and building your app(s). At the design phase, we will solicit your initial design ideas, existing graphics and logos and use any other existing asset that you have to set the direction. A mock up / prototype will be developed using graphics and be sent to you for approval/ review. This will happen prior to the start of coding. Upon electronic approval of the prototype images, OCV, LLC will begin coding your app (contingent on having all information from the customer). Upon completion of the code, OCV will review and test the app at all levels. Once the app passes our internal review and processes, we will upload it to the Apple iTunes Store/Google Play store for official App review and release. Upon acceptance of the app within the iTunes store/ Google Play store, we will notify you via email/phone. After the App is released in the stores we will train you how to use the control panel and how to update your app. Total elapsed time estimate: ~ 45 - 60 days after all information is provided to Host project management staff. 2.OCV, LLC Features:Features will be solidified after contract acceptance. 3.CUSTOMER/OCV CONTROL:An OCVapp exists in two parts: the “features” and “content”. The features remain static in nature. The “content” is the update-able features that the client can update. OCV will work with your team to ensure that you can edit the “content” via RSS feeds and a custom web accessible control panel. Unless requested of OCV by the client, only the client can make changes to the content within the control panel. 4.PUSH NOTIFICATION AND OTHER ALERT NOTIFICATIONS:An OCVapp may be instrumented with a Push notification or other Alert terminology. OCV does not warranty, suggest, or advertise that an OCVapp is designed for life saving immediate warnings. The OCVapp push notification and alert systems are simply intended to give a central location for end users to see the latest information. While it will be the intent of a push notification to be delivered to your OCVapp, it is not something that can be guaranteed. Due to the technical limitations, multiple internet connections and outside factors that are out of the control of OCV, we suggest that our warnings will almost always be delivered in less than a minute. Some instances will show quicker and others slower. There is a chance that during a storm or other emergency, information may slow due to power outages, mobile phone network shortages or outages and many other factors. In severe situations, the feed may not happen at all. Note: Never assume that the end user has received the push notification. Due to the requirements of the marketplace, push notifications are opt-in services. A user can turn off the notifications at any time or uninstall the app. 11thesheriffapp.com DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E 5.Warranties Disclaimer:Due to the many links in the overall national and regional communication networks and infrastructure (national/regional cellular/mobile communication networks and their traffic management, land-phone lines and regional switching networks, power grids, etc.) all of which are completely outside the control or monitoring of OCV, OCV disclaims any and all warranties with respect to the Client’s use of an App developed by OCV, direct or indirect, including but not limited to warranties of merchantability and fitness for a particular purpose. In no event shall OCV, its affiliates, business partners, service providers, employees, agents, representatives, or shareholders be liable to customer for any incidental, consequential, indirect, special, or punitive damages (including damages due to: service failures, business or service interruptions, etc.) for any aspect of its service outside of OCV’s direct control. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof, and as of the date this Agreement is executed by both Parties, shall supersede any previous agreements or understandings, written or oral, between the Parties. All modifications to the applicable Compensation arrangement shall be in writing and signed by both Parties and shall not supersede the terms of this Agreement. The Agreement shall commence on Not yet accepted. The total cost of the Proposal is $19,850.63. Subsequent Year Annual Maintenance and Support is $8,356.41. Cancellation Terms - This Agreement may be terminated immediately by both parties, at any time without cause, complying with a thirty (30) days prior written notice. Material and equipment furnished under this proposal shall remain the property of the seller unit final payment has been received. Kevin Cummings,Vice President OCV, LLC Charles Blackwood,Sheriff Orange County Sheriff's Office NC We look forward to working with you! We serve those who serve. 12thesheriffapp.com SIGNATURE Kevin Cummings SIGNATURE Charles Blackwood Kevin Cummings Verified by pdfFiller 09/29/2023 DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: 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) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $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 LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED 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 any 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Travelers Property Casualty Co. of Amer Farmington Casualty Company 9/14/2023 Marsh & McLennan Agency LLC P. O. BOX 828 2821 Corporate Park Drive Opelika, AL 36803 Morgan Ball Morgan.Ball@MarshMMA.com OCV, LLC 809 2nd Avenue Opelika, AL 36801 25674 41483 A X X ZPP81N38636 01/18/2023 01/18/2024 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A X X X BA8R904989 01/18/2023 01/18/2024 1,000,000 A X X X 10000 CUP8R909205 01/18/2023 01/18/2024 2,000,000 2,000,000 B N UB8R907328 01/18/2023 01/18/2024 X 1,000,000 1,000,000 1,000,000 A Cyber & Professional Liab ZPL16N99812 01/18/2023 01/18/2024 2,000,000 Orange County, its officers, agents and employees are to be designated as "additional insureds". Orange County 300 West Tryon Street Hillsborough, NC 27278 1 of 1 #S13244581/M12319536 OCVLLCClient#: 644288 JPJSC 1 of 1 #S13244581/M12319536 DocuSign Envelope ID: D0B579D6-A92D-42F0-A266-44F353F9A34E Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: TheSheriffApp.com Party/Vendor Contact Person: John Ingram Contact Phone: 910.880.4900 Party/Vendor Address: 809 2nd Ave City Opelika State: AL Zip: 36801 Department: Sheriff’s Office Amount: $19,850.63 Purpose: Provision, development, and maintenance of an app for the Sheriff’s Office Budget Code(s): 10710020/630000 Vendor # (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date September 1, 2023 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: Sheriff’s 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: D0B579D6-A92D-42F0-A266-44F353F9A34E 10/4/2023 10/5/2023 10/5/2023 10/5/2023