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HomeMy WebLinkAbout2024-150-E-Economic Dev-Submittable Holdings- Grant Submission Software Maintenance for Economic DevelopmentRevised 04/23 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 27th day of February, 2024 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Submittable Holdings, Inc. (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated 13 October 2021, (hereinafter the “Original Agreement”), for the provision of services for Grant Submission Management Software Maintenance; 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 11/15/2027. 2. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: extend end date of original contract to 11/15/2027 to be billed annually 3. Article 5, Section a is amended to reflect a maximum payable not-to-exceed amount of $19,032.00 over 3 years ($6,344.00/yr) to be billed annually ($16,932.00 - original contract already paid). 4. 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 Joe Silver County Manager CFO DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA 2/29/20243/11/2024 Revised 04/23 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Submittable Holdings, Inc Vendor Contact Person: Joe Silver Phone: 855-467-8264 Address: PO Box 8255 City Missoula State: MT Zip: 59807 Department: Economic Development Amount: $19,032.00 (over 3 years) Purpose: Grant Submission Software Maintenance for Economic Development Budget Code(s): 10315020-625010 Vendor # 65091 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 13 October 2021) (Most Recent Amendment ) Effective Date 27 February 2024 End Date 15 November 2027 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 project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nat ure of the emergency condition that was addressed: 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA 2/29/2024 3/6/2024 3/11/2024 3/11/2024 3/11/2024 Revised 04/23 DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Order Form Order For:Orange County Economic Development Offer Expires On:6/19/2024 ("Customer")Order ID:Q-18030 Contact:Sonia Ensenat Billing Frequency:Annual Applications Manager | Orange County Information Technologies Payment Terms:Net 30 sensenat@orangecountync.gov Bill To:Orange County Economic Development Ship To:Orange County Economic Development 131 W. Margaret Lane Suite 205 131 W. Margaret Lane Suite 205 Hillsborough, NC 27278 Hillsborough, NC 27278 United States United States Invoice Email:sensenat@orangecountync.gov Sales Rep:Brittany Jones Subscription Dates: 11/16/2024 - 11/15/2027 Subscription Renewal - Year 1 Start Date End Date Item Quantity Discount % 11/16/2024 11/15/2025 Starter Package 1 48.00 11/16/2024 11/15/2025 Team Seats 10 48.00 11/16/2024 11/15/2025 Additional Team Seats 10 48.00 11/16/2024 11/15/2025 Collaborative Drafts 1 48.00 11/16/2024 11/15/2025 Included Submissions 500 48.00 11/16/2024 11/15/2025 Silver Support 1 48.00 11/16/2024 11/15/2025 Multiround Reviewing 1 48.00 11/16/2024 11/15/2025 Additional Forms 1 48.00 Subscription Renewal - Year 1 Total:$6,344.00 Subscription Renewal - Year 2 Start Date End Date Item Quantity Discount % 11/16/2025 11/15/2026 Starter Package 1 48.00 Q-18030 SUBMITTABLE.COM 1 Attachment ADocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Start Date End Date Item Quantity Discount % 11/16/2025 11/15/2026 Team Seats 10 48.00 11/16/2025 11/15/2026 Additional Team Seats 10 48.00 11/16/2025 11/15/2026 Collaborative Drafts 1 48.00 11/16/2025 11/15/2026 Included Submissions 500 48.00 11/16/2025 11/15/2026 Silver Support 1 48.00 11/16/2025 11/15/2026 Multiround Reviewing 1 48.00 11/16/2025 11/15/2026 Additional Forms 1 48.00 Subscription Renewal - Year 2 Total:$6,344.00 Subscription Renewal - Year 3 Start Date End Date Item Quantity Discount % 11/16/2026 11/15/2027 Starter Package 1 48.00 11/16/2026 11/15/2027 Team Seats 10 48.00 11/16/2026 11/15/2027 Additional Team Seats 10 48.00 11/16/2026 11/15/2027 Collaborative Drafts 1 48.00 11/16/2026 11/15/2027 Included Submissions 500 48.00 11/16/2026 11/15/2027 Silver Support 1 48.00 11/16/2026 11/15/2027 Multiround Reviewing 1 48.00 11/16/2026 11/15/2027 Additional Forms 1 48.00 Subscription Renewal - Year 3 Total:$6,344.00  Order Total in USD:$19,032.00   By signing below you acknowledge that you have read, understand, and agree to be bound by the Terms of Service and this Order Form on behalf of the person or entity identified in this Order Form and that you have the authority to bind such person or entity. The Terms of Service are a legal contract that will bind you and Submittable when you sign this Order Form. Our terms are available here: https://www.submittable.com/pdfs/ submittable_customer_terms.pdf   This is not an invoice - prices shown above do not include any taxes that may apply. For customers based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the “Ship To” location provided by Customer on this Order Form. Any such applicable       Q-18030 SUBMITTABLE.COM 2 DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA taxes will be added at time of invoicing. For tax exempt customers, please submit exemption certificates to accounting@submittable.com      CUSTOMER      Signature:\s1\  \s2\  Print Name:\n1\  \s2\  Title:\t1\  \s2\  Date:\d1\  \s2\        Q-18030 SUBMITTABLE.COM 3 DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Revised 07/20 Vendor Req Edit/ Dept Head approved 1 [Departmental Use Only] TITLE Submittable EconDev FY 22 NORTH CAROLINA SUBMITTABLE SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 13th day of October, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Submittable Holdings 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): Grant Submission Management Software Maintenance 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: 38427522-A9AA-41C8-927D-729D2EA76C3EDocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Revised 07/20 Vendor Req Edit/ Dept Head approved 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: 38427522-A9AA-41C8-927D-729D2EA76C3EDocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Revised 07/20 Vendor Req Edit/ Dept Head approved 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): Submittable is an online grant application processing software that will be used to collect and store grant applications throughout the grant application cycle. This system will allow for a streamlined process from application to review as well as the ability to communicate with submitters and notify of awards. 4. Duration of Services a. Term. The term of this Agreement shall be from 16Nov2021 to 15Nov2024. 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 16Nov2021. 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 sixteen-thousand-nine-hundred- thirty-two and 00/100 Dollars ($16,932.00) (over 3 years - See Attachment A). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County DocuSign Envelope ID: 38427522-A9AA-41C8-927D-729D2EA76C3EDocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Revised 07/20 Vendor Req Edit/ Dept Head approved 4 a. Cooperation and Coordination. The County has designated (Jim Northrup) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. Reserved. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or DocuSign Envelope ID: 38427522-A9AA-41C8-927D-729D2EA76C3EDocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Revised 07/20 Vendor Req Edit/ Dept Head approved 5 by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. DocuSign Envelope ID: 38427522-A9AA-41C8-927D-729D2EA76C3EDocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Revised 07/20 Vendor Req Edit/ Dept Head approved 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and 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 and 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, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate or mandated DocuSign Envelope ID: 38427522-A9AA-41C8-927D-729D2EA76C3EDocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Revised 07/20 Vendor Req Edit/ Dept Head approved 7 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. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Jim Northrup Submittable Holdings, Inc P.O. Box 8181 PO Box 8255 Hillsborough, NC 27278 Missoula, MT [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 38427522-A9AA-41C8-927D-729D2EA76C3EDocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Revised 07/20 Vendor Req Edit/ Dept Head approved 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Joe Silver, CFO Printed Name and Title DocuSign Envelope ID: 38427522-A9AA-41C8-927D-729D2EA76C3E 10/13/202110/18/2021 DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Revised 07/20 Vendor Req Edit/ Dept Head approved 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Submittable Holdings, Inc Party/Vendor Contact Person: Joe Silver Contact Phone: 855- 467-8264 Party/Vendor Address: PO Box 8255 City Missoula State: MT Zip: 59807 Department: Economic Development Amount: $16,932.00 (over 3 years) Purpose: Grant Submission Software Maintenance for Economic Development Budget Code(s): 10315020-625010 Vendor # 65091 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 13October2021 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 38427522-A9AA-41C8-927D-729D2EA76C3E 10/13/2021 10/18/2021 10/18/2021 10/18/2021 10/18/2021 DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Revised 07/20 Vendor Req Edit/ Dept Head approved 10 DocuSign Envelope ID: 38427522-A9AA-41C8-927D-729D2EA76C3EDocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD 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) 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 EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 2/27/2024 License # 0757776 (415) 257-2100 (415) 455-1516 38911 Submittable Holdings Inc. DBA Submittable 777 108th Ave NE Ste. 2020 Bellevue, WA 98004 A 1,000,000 X TCP 7025312-10 2/19/2024 12/1/2024 1,000,000 15,000 1,000,000 2,000,000 2,000,000 A TWC 7025313-10 2/19/2024 12/1/2024 1,000,000 1,000,000 1,000,000 Orange County, its officers, agents and employees are Additional Insured with regard to the General Liability policy, when required by written contract, per the attached endorsement form CG8360 12/19. Orange County 300 West Tryon Street P.O Box 8181 Hillsborough, NC 27278 SUBMHOL-01 SGONZALEZ HUB International Insurance Services Inc. 17 E. Sir Francis Drake Blvd. Suite 200 Larkspur, CA 94939 cal.cpu@hubinternational.com Berkley National Insurance Company X X X X DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA COMMERCIAL GENERAL LIABILITY CG 83 60 12 19 CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A. Additional Insured Lessors of Leased Equipment L. Duties in the Event of Occurrence, Offense, Claim or Suit B. Additional Insured Owners, Managers or Lessors of Premises M. Expected or Intended Injury or Damage (Property Damage) C. Additional Insured - Primary and Non- contributory N. Damage to Premises Rented To You D. Additional Insured Vendors O. Medical Payments E. Additional Insured Written Contract or Agreement P. Non-owned Aircraft F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments I. Broadened Named Insured T. Unintentional Omission J. Damage to Property Borrowed Equipment, Customer Goods, Use of Elevators U. Waiver of Subrogation - Blanket K. Good Samaritan Services A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II - Who Is An Insured, the following is added: omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. committed after the equipment lease expires. B. ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II - Who Is An Insured, the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 83 60 12 19 C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D. ADDITIONAL INSURED - VENDORS Under Section II - Who Is An Insured, the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to 1. agreement; and 2. The insurance provided to such vendor is subject to the following provisions: 1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or e. Demonstration, installation, servicing or repair operations, except such operations performed at such r f. container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: 1. An container entering into, accompanying or containing such products; or 2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED - WRITTEN CONTRACT OR AGREEMENT Under Section II - Who Is An Insured, the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but : 1. agreement; and 2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1. Under Section III - Limits Of Insurance, the following is added: you. DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 6 2. Under Section V - Definitions, the following is added: interrupted only by a street, roadway, waterway or right-of-way of a railroad. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II - Who Is An Insured, the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. a. A co- that you sponsor; or b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), joint venture, or limited liability company); or 2. or over which physical control is being exercised for any purpose by: a. A co- b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or an joint venture, or limited liability company). H. BODILY INJURY Under Section V - Definitions person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II - Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE - ELEVATORS 1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to used by anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired was incorrectly performed on it; cupy. 2. 3. Under Section V - Definitions, the following is added: remises for the purpose of being: a. Repaired; or DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 83 60 12 19 b. Used in your manufacturing process. 4.Under Section IV - Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Under Section II - Who Is Insured, paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or 2. Under Section V - Definitions, the following definition is added: demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a. b. Send us documents concerning a cla known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company. 2. which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I - Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following: a. Expected or Intended Injury force to protect persons or property. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Exclusions c. through n. automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 2. The paragraph immediately after Sub-paragraph j.(6) of Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 6 3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following: 6.Subject to Paragraph 5.above, the greater of: a.$500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5. Subparagraph a. of Definition 9. "Insured contract" of Section V - Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". 6. As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1. Under Section I - Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision O. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft, Auto Or Watercraft, does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2. The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1. Under Section II - Who Is Insured, is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. to a co- b. employer of any person who is an insured under this provision. 2. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3. The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 83 60 12 19 R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II - Who Is An Insured, item 3.a.is deleted and replaced by the following: a.Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I - Coverages, Supplementary Payments - Coverages A and B is amended as follows: 1. The limit for the cost of bail bonds is amended to $2,500; and 2. T. UNINTENTIONAL OMISSION Under Section IV - Commercial General Liability Conditions, paragraph 6., Representations, the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION - BLANKET Under Section IV - Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to DocuSign Envelope ID: 2FF21507-FA97-4FD5-8B88-20D4FA9B10EA