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HomeMy WebLinkAbout2024-222-E-OCTS Dept-TransLoc-Software LicenseRevised 01/24 1 [Departmental Use Only] TITLE OCTS - TransLoc FY FY24 and FY25 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ (CONTRACT SPECIFIC REVISIONS 3/25/2024 NOTED. NOT TO BE USED WITH OTHER CONTRACTS) ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 11 day of March, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and TransLoc Inc., a Delaware corporation, with its principal place of business located at 4505 Emperor Blvd., Suite 120, Durham, NC 27703 , (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): Technology License and Service Agreement for TransLoc software, necessary to collect payment and provide revene to Orange County for Mobility-on-Demand public transit services, see attached Technology License and Service Agreement, Schedule, Scope of Work and Customer Information Form. 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) Reserved (Contract Specific Revision 3/25/24) 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. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Revised 01/24 2 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 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) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. 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 DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Revised 01/24 3 is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Technology License and Service Agreement for TransLoc software, necessary to collect payment and provide revene to Orange County for Mobility-on-Demand public transit services, see attached Schedule, Scope of Work and Customer Information Form. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2025. 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 July 1, 2024. 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 Ninteen Thoursand, Three Hundred Eight-Eight Dollars ($19,388). 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. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Revised 01/24 4 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Nishith Trivedi, Orange County Transportation Services Director) 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. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Revised 01/24 5 material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 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 DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Revised 01/24 6 G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County 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 together with all exhibits hereto 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. (Contract Specific Revision 3/25/24) f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Revised 01/24 7 the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. 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:Nishith Trivedi TransLoc, Inc. P.O. Box 8181 5405 Emperor Blvd Hillsborough, NC 27278 Durham, NC 27703 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Revised 01/24 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: B y: _________________________________ Bonnie Hammersley County Manager By: __________________________________ Chip Schuneman, General Manager Printed Name and Title DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: TransLoc Inc Vendor Contact Person: Teresa Domingo Phone: 888.959.3120 Address: 4505 Emperor Blvd, Ste 120 City Durham State: NC Zip: 27703 Department: OCTS Amount: $19,388 Purpose: Software License Budget Code(s): 10435020-630000 Vendor # 65934 Vendor Status with NCSOS: Existing Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date July 1, 2024 End Date June 30, 2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by OCTS 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. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Formalizing business agreement for Mobility-on-Demand transit service payments so reveneu can be properly received 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: DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A 4/1/2024 4/5/2024 4/11/2024 4/14/2024 4/15/2024 Revised 01/24 10 Office of the Clerk to the Board __________________________________________Date:________ DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 16 of 22 CONFIDENTIAL EXHIBIT A: SCHEDULE OF SERVICES, SOFTWARE, AND EQUIPMENT This Exhibit A incorporates the terms of the Technology License and Service Agreement between Company and Customer. 1.Fees and Costs: 2.Reinstallation or Additional Equipment Installation Fees: If needed, Company will uninstall Equipment and Software from a vehicle and reinstall in a different vehicle or install additional Equipment. There is an hourly labor fee per Equipment that is reinstalled or newly installed, reimbursed travel costs, and if new Equipment, Equipment fee as stated above. Only Company is authorized to uninstall, install, and/or reinstall Equipment. 3.Spare Equipment: Spare Equipment is not included in the fees above. If desired, Customer can purchase spare Equipment to minimize downtime in the event that Equipment needs to be repaired or replaced. 4.New Customer Information Sheet: Customer must complete the New Customer Information sheet, found on the next page, to facilitate invoicing and payment. DocuSign Envelope ID: B1A6CFEF-9397-4627-91E8-BBD1CB30EEADDocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 17 of 22 CONFIDENTIAL EXHIBIT B: SCOPE OF WORK TransLoc will continue to provide service as outlined below during this contract term: On-Demand Services (1 Vehicle Already Operating) Rider Application (Mobile)  Point to point  Accessibility designation  Status alerts  WCAG 2.0 AA compliant for accessibility  Contactless Payments through Token or Stripe  Stored payments for easy ticket purchases  ETA for pickup  Available information: o Pre-request estimated drop-off window o Post-request live pickup arrival time o Post-request notification when next pickup o Post-request display of assigned vehicle location after scheduled  Multi-language capabilities o English o Spanish o Simplified Chinese Third-Party Booking API  Ability to connect riders to OnDemand service through other apps Dispatch  Book a ride o Rider information  No account: Name, Phone number (for messages)  Has account: Rider email associated with the account o Service selection  Pickup address  Dropoff address  Request time  ASAP, Future, Recurring o Vehicle details  Wheelchair  Total passengers  Driver note (if applicable)  Dispatch dashboard o View rides by category (in progress, needs attention, upcoming, complete) o Display (toggle) service Regions on map DocuSign Envelope ID: B1A6CFEF-9397-4627-91E8-BBD1CB30EEADDocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 18 of 22 CONFIDENTIAL o Display active Vehicles and rides on map o Manage Vehicle pause and status User Management  Authentication Methods  Rider Login o Account creation through Mobile application o Login through Mobile application o Login through web ride-request application  Driver Login o Login through Driver application o Account creation by administrator  Admin Login o Login through administrative/dispatch web application o Credentials for dispatcher—with permissions to manage ride requests and view services, rides, and reports—and credentials for administrator—with dispatcher permissions plus ability to manage and create services, vehicles, and users Reporting:  Reports are viewable within the admin dashboard with chart and graphical depiction  Downloadable as .csv and .xls o Rides by Status o Rides by Source o Rides by Hour o Ride Duration o Ride Wait Time o Total Passengers o Vehicle Mileage o Total Mileage o Fare Payment (graphical depiction and downloadable as .csv only) o Operator Metrics (graphical depiction and downloadable as .csv only)  Tables with information about active time and rides served per driver shift  Itemized rides per driver shift o Performance Metrics (graphical depiction and .csv only) o Origins & Destinations (graphical depiction only) o NTD Export (downloadable as .csv only) o Operator History (graphical depiction only) Rides Tab: origin/destination, cancellations, request accommodations, rider information, etc.  Single and Recurring Rides o Filter by status (pending approval, requested, on vehicle, complete, canceled, no show, denied) o Display:  Name and/or Username of the rider DocuSign Envelope ID: B1A6CFEF-9397-4627-91E8-BBD1CB30EEADDocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 19 of 22 CONFIDENTIAL  Origin & Destination of the ride request  Pickup Time & Date  Ride Status  If dispatcher approval is required, Dispatch or Admin can disallow a rider from submitting a ride request due to behavior problems, rider history of no shows, etc.  Rides with the status of Needs Approval will have a Cancel button that allows the Administrator to cancel the ride from the gridview. o Single Rides Download Available (.csv) Services:  Creating new services o Service schedule is for a specific combination of addresses or regions from “Resources”  Name of service  Selectable color for service boundary  Service schedule restrictions & regulations  Active time range, days of week, date range  Assigned vehicles (assign/unassign to service)  Ability for vehicles to operate on multiple services o Selectable business rules  Future ride scheduling (configurable settings)  Recurring ride scheduling  Ability to restrict to list of riders  Ability to restrict to SSO users to client-preferred affiliations  Requires the SSO affiliation for riders & staff  Ability to require dispatch approval for ride requests  Ability to require fare payment  Set fare amount  Ability to add driver wait timer  Set time for driver to wait before no-showing ride  Ability to limit vehicle capacity o Ability to add service announcements o Ability to add specific groups to restrict users for specific service zones  Bulk upload via .csv file o Service exceptions  Add or remove  Selectable date & time range  Custom message section for rider viewing when service is unavailable  Existing services o Ability to edit Service Schedules, Business Rules, and Service Exceptions (as above) o Archive Services Resources:  Settings DocuSign Envelope ID: B1A6CFEF-9397-4627-91E8-BBD1CB30EEADDocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 20 of 22 CONFIDENTIAL o Service message  Message appears in web portal view when service is unavailable or not running o Adjustment of agency primary latitude & longitude o Contact information to display to riders (Phone & Email) o Fare Payment Support  Dispatching Method  Scheduler  Addresses o Add/Edit stop locations  Devices o Device ID o Hardware version o Software version o Application name & version o Timestamp of last usage  Regions o Unlimited service boundaries, customizable by name  Users o Unlimited user accounts  Vehicles o Vehicle status, capacity, customizable name and selectable color  Accommodation for accessibility: Wheelchair Driver Application  iOS/Android application downloadable from Apple App Store and Google Play.  Vehicle Selection  Vehicle Status Management (start/stop receiving rides)  Turn by Turn Navigation & Map Interface o Voice enunciated directions  Rider Management o Pick-Up location o Drop-Off location o Edit Rider Information  Number of riders  No-show o Walk-Up Riders  Alerts and Voice Enunciation o Banner alerts on driver tablet o Audio alerts tied to service triggers  Destination change  Cancellation  Waiting for new ride assignment  Vehicle on break  Vehicle back in service post break DocuSign Envelope ID: B1A6CFEF-9397-4627-91E8-BBD1CB30EEADDocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 21 of 22 CONFIDENTIAL  Fare Payment o Fare Paid o Fare Owed (Amount Displayed) o Walk Up Fares DocuSign Envelope ID: B1A6CFEF-9397-4627-91E8-BBD1CB30EEADDocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 22 of 22 CONFIDENTIAL EXHIBIT C: NEW CUSTOMER INFORMATION Agency Information Agency name Primary Contact in Accounts Payable Primary Contact’s Email Billing Address Phone Fax Billing Information Who should receive the invoices? Email address of invoice recipient Will you be submitting a purchase order to us? Is there a PO number that we will need to put on the invoices? We receive payment for invoices via ACH or EFT. Please submit any paper work necessary to complete this request. Are you tax exempt? If yes, please email a copy of your Certificate of Exemption to accounting@transloc.com Is there any additional information that we should be aware of to ensure timely processing of invoices? Marketing & Communications Information Name(s) of marketing and PR contact(s) Email address(es) of marketing and PR contact(s) Are you interested in joint marketing/PR opportunities? DocuSign Envelope ID: B1A6CFEF-9397-4627-91E8-BBD1CB30EEADDocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 1 of 15 CONFIDENTIAL TECHNOLOGY LICENSE AND SERVICE AGREEMENT This Technology License and Service Agreement (this “Agreement”) dated as of the last signature to this Agreement (the “Effective Date”) is by and between TransLoc Inc., a Delaware corporation, with its principal place of business located at 4505 Emperor Blvd., Suite 120, Durham, NC 27703 (“Company”), and Orange County, North Carolina, a political subdivision of the State of North Carolina (“Customer”). Description of Agreement Customer wishes to access Company’s Service in accordance with the terms of this Agreement. Company wishes to make the Service and Equipment available to Customer on the terms and conditions described in this Agreement. Therefore, the parties agree as follows: 1. Definitions. 1.1. “Activation Date” means when the Software is available to Go Live. 1.2. “Affiliates” means an entity that owns, is owned by, or is under common ownership with a party, in each case where ownership is direct and is greater than 50%. 1.3. “Confidential Information” means any non-public information or data whether in written, electronic, or other tangible form, or provided orally or visually, that is disclosed by or on behalf of one party (a “Disclosing Party”) to the other party (a “Receiving Party”), whether owned by the Disclosing Party or a third party, pursuant to this Agreement. Confidential Information of Customer includes, but is not limited to, Customer’s financial and business information. Confidential Information of Company includes, but is not limited to, the terms of this Agreement; the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with the Software and the Service; the Documentation; and Company’s pricing, sales, proposals, implementation, and training materials, and procedures. Confidential Information does not include information that: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a Receiving Party from a third party without breach of any obligation of confidentiality; or (c) was previously known by the Receiving Party as shown by its written records. 1.4. “Day(s)” means calendar day(s), unless otherwise specified. 1.5. “De-Identified Data” means data that does not contain information that identifies Customer or Users. 1.6. “Documentation” means any instructional and user manuals relating to the Service, which may be amended from time to time by Company. EXHIBIT D: TECHNOLOGY LICENSE AND SERVICE AGREEMENT DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 2 of 15 CONFIDENTIAL 1.7. “Equipment” means Company’s tracking hardware, antennas, cabling, wiring and other electronic components provided and installed by authorized Company personnel on Customer’s Vehicle Fleet, to allow the functioning, delivery or maintenance of the Software. 1.8. “Fees” means the Subscription Fee and cost of any equipment. 1.9. “Go Live” means the time at which the Software is available for use. 1.10. “Initial Term” means a period from October 1, 2023, through June 30, 2025. 1.11. “Project Manager” means an employee of Customer, designated to be responsible for and aware of Customer’s (and if applicable, any third party brought in by Customer’s) business and systems information and needs. Project Manager will be the lead point of contact for all matters involving Customer and Company. 1.12. “Service” means Company’s Software and any services and deliverables identified in Exhibits A and B, as applicable. 1.13. “Service Data” means any data, information, content, documents, or electronic files provided to or collected by Company from either Customer or its Users during the course of their use of any component of the Service. 1.14. “Software” means (1) Company’s proprietary vehicle tracking and passenger information Service provided through proprietary software made available in combination with Equipment for use in the management, location, and inventory of Customer’s transportation resource; and (2) any of Company’s proprietary software, solutions, or technologies identified in Exhibits A and B of the Agreement, including but not limited to white label applications. 1.15. “Term” means the Initial Term plus any Renewal. 1.16. “Users” means the actual and prospective passengers on Customer’s transit system. 1.17. “Vehicle Fleet” means the multi-passenger vehicles comprising Customer’s transit system, on which the Equipment is installed in accordance with this Agreement. 2.Software, Service, and Equipment. 2.1. Subscription. Subject to payment of the Fees and the remaining terms and conditions of this Agreement (including, without limitation, the use requirements, restrictions and limitations described in Section 6.1), Company hereby grants to Customer a limited, revocable, non-exclusive, and non-transferable right to access and use the Software and the Documentation during the Term at the physical location of Customer as stated herein. Company will make the Documentation available to Customer in electronic form. 2.2. Implementation and Training. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 3 of 15 CONFIDENTIAL 2.2.1. System Information Sheet. Customer will complete the System Information Sheet no later than thirty (30) calendar days following receipt of the System Information Sheet from Company, which includes stops, routes, blocks, vehicle information, and other relevant information needed to create Customer’s Service. 2.2.2. Pre-Installation Requirement Form. Customer will complete, if applicable, the Pre-Installation Requirement Form no later than fourteen (14) calendar days following receipt of the Pre-Installation Requirement Form from Company. 2.2.3. Project Management. Within five (5) calendar days of the Effective Date of the Agreement, Customer shall provide a Project Manager that Company will work with through to project completion. Company will also provide a project manager who will coordinate resources internally. 2.2.4. Additional Materials and Documents. Company and Customer will cooperate to ensure that all applicable forms and documents necessary for implementation of the Service are completed within a reasonable timeframe. 2.2.5. Definition of Service Area. Customer shall provide Company with the physical bounds of their intended Service area upon request from Company. This information can be provided either in a series of latitude and longitudes that correspond to the vertices of a contiguous shape, a radius (in miles or kilometers) from a single latitude and longitude, or a list of all the roadways and intersections that form the outer-edges of the service area. 2.2.6. Customer Delays. In the event Company incurs delays, additional costs or labor as a result of any act or omission of Customer, including but not limited to Customer’s failure to provide information, data, or access to Customer’s facilities or personnel, Customer agrees that Company may, upon prior written notice to Customer, add reasonable charges to the amounts invoiced to Customer and adjust any implementation schedule provided to Customer. 2.3. Vehicle Fleet administrators will receive instructional materials and training to use the Service. 2.4. Software, Support and Maintenance. 2.4.1. Base Level Support. Company will provide email and telephone support for the Software to assist Customer personnel in using the Service and in reporting suspected deviations from the Service and the associated Documentation (“Errors”). Support will be provided from 8:00 a.m. to 8:00 p.m. Eastern Time, Monday through Friday, excluding regular business holidays. Only in the event of an emergency, Company will provide twenty- four (24) hours a day, seven (7) days a week telephone assistance. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 4 of 15 CONFIDENTIAL 2.4.2. Maintenance. Company will use reasonable efforts to correct suspected Errors when such Errors are reported to Company. Company does not warrant that all Service Errors will be corrected. 2.4.3. TransLoc Architect. Notwithstanding the foregoing, Base Level Support for TransLoc Architect (“Architect”) that is not obtained in conjunction with TransLoc's Fixed Route Service, will consist of up to four (4) support tickets per year beginning as of the Activation Date. Every support ticket submitted for Architect in excess of the Base Level Support noted in this section 2.4.3. will be charged to Customer at a fee of one hundred fifty dollars ($150) per ticket. 2.5. Equipment. Company will make available for Customer to purchase certain hardware Equipment as part of the solution for integration with Company’s Software. Customer agrees to purchase, and hereby purchases from Company, and Company agrees to sell, and hereby sells to Customer, the Equipment as specified in Exhibit A. 2.6. Software Upgrades. Company will provide upgrades to Software (“Upgrades”) that Company generally makes available to its other licensees for no additional charge. Customer acknowledges that Upgrades include only point releases that improve or maintain the stability of the Service and do not include major releases that add new functionality, which may be available for an additional fee. In the case where Company provides new features to Customer at no charge, the continued availability, performance, or usefulness of such features are not guaranteed or warranted by Company and such new features may be revoked at any time. Customer acknowledges that some newly integrated features in future releases of the Company Software may require the purchase of the appropriate hardware upon which the features depend. If Company is no longer providing one or more Services, or in the event that a Service goes end-of-life, Company may, replace the Service in accordance with the terms of this Agreement with a functional equivalent; provided, that any such functional equivalent shall have substantially similar features and functions as the Service it is replacing and shall reasonably meet or exceed the specifications and other requirements prescribed by this Agreement for the Service, and upon such replacement in accordance with this Section, such replacement Service shall be considered a Service for the purposes of this Agreement. To the extent necessary, Company and Customer shall amend any applicable statement of work to reflect such replacement of Service. 2.7. Route & Map Updates. Company will add the existing stops, schedules, or routes during the initial implementation with information provided by Customer. After the initial Implementation, to ensure that updates are implemented within the requested effective date, Company request that updates be submitted two (2) weeks in advance of the desired effective date. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 5 of 15 CONFIDENTIAL 2.8. Modification of Customer’s Physical Location. If Customer expands or modifies its physical location, Customer may be required to purchase additional hardware and/or Software licenses and/or services to enable the Service to function properly in the expanded, additional, or modified physical location. Such purchases shall be agreed to in writing by executing additional amendments. 2.9. Professional Services. Customer and Company may modify Exhibit B or enter into one or more statement of works subject to this Agreement, which may incorporate one or more service descriptions for the provision of professional services. Company will perform the professional services, subject to the fulfillment of any responsibilities and payments due from Customer, as stated in the applicable exhibit. 3.Fees and Payment. 3.1. Subscription Fees. The rates for the Service are identified in Exhibit A. The Subscription Fees, subject to Section 3.4 below, will commence on the Activation Date, and will continue for the Term. Subscription Fees are paid annually in advance, upon the Activation Date. 3.2. Cost of Equipment. The cost of Equipment is identified in Exhibit A. 3.3. Payment, Taxes and Procedures. Company will invoice Customer for Fees. Customer shall pay Company in accordance with payment terms set forth below: 3.3.1. Fees are payable in U.S. dollars only and are due no later than thirty (30) days after the invoice date. Fees are nonrefundable. 3.3.2. Payments shall be delivered to the address indicated on the invoice, unless otherwise instructed by Company. 3.3.3. Late payments shall be subject to interest at the monthly rate of one percent (1%), or the maximum amount allowed by applicable law, if lower. Interest on late payments will be calculated from the date when payment becomes overdue until the date payment is received by Company. Company may suspend the Service if the Subscription Fee is not received by the due date. If Company suspends the Service for non-payment, Customer may be charged a fee for reinstatement of the Service. 3.3.4. Customer shall pay Company’s costs of collecting amounts past due under this Agreement, including reasonable attorneys’ fees. 3.3.5. Prices do not include applicable state and local sales, use and other taxes. Customer is responsible for such taxes or shall provide proof of tax exemption. 3.3.6. Customer must provide written notice of any disputed invoice and/or Fees owed to Company within ten (10) days of receipt of such invoice. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 6 of 15 CONFIDENTIAL 3.4. Fee Increase. Company shall, upon each anniversary of the Activation Date during the Term, increase Fees six percent (6%). Any increase greater than six percent (6%) shall be preceded by sixty (60) days written notice or a discussion with Customer. 4.Term and Termination. 4.1. Term. This Agreement begins on the Effective Date and will remain in effect for the Initial Term. The Agreement will automatically renew for additional successive one (1) year periods (each a “Renewal”) unless either party provides written notice to the other party at least one hundred twenty (120) days before the end of the Term. 4.2. Termination for Breach. Either party may terminate this Agreement if the other party materially breaches any of the terms and conditions of this Agreement and it is not cured: 4.2.1. Within ten (10) days after written notice if the breach relates to payment of Fees; or 4.2.2. Within thirty (30) days after written notice for any other breach. 4.3. Effect of Termination or Expiration. 4.3.1. Upon termination or expiration of this Agreement for any reason, (i) the Customer’s license for Company and right to access and use the Service automatically terminates, and (ii) the Customer’s right to receive, view and/or access the Service Data automatically terminates. Termination of this Agreement does not relieve Customer of its obligation to pay monies due to Company. 4.3.2. Should this Agreement be terminated before the end of the Term, for any reason other than Company breach, Customer must pay all current, outstanding, and remaining Fees for the remainder of the Term. Fees are due no later than thirty (30) days from the effective date of termination of the Agreement. 4.4. Survival. The terms provided in Sections 5, 6, 7, 8, and 9 of this Agreement survive any termination or expiration of this Agreement. 4.5. Service Decommissions. Customer may not decrease their Service subscription count during the Term. Upon not less than one hundred twenty (120) days before the end of the Term, Customer must provide written notice to Company should Customer require fewer Service subscriptions during the Renewal. For avoidance of doubt, Customer may at any time during the Term, pursuant to an amendment to this Agreement, purchase additional Service subscriptions. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 7 of 15 CONFIDENTIAL 5.Warranties and Disclaimer of Company. 5.1. Equipment Base Warranty. In the event any third-party Equipment is provided to Customer hereunder, either as part of the Services or as necessary or incidental to Company’s provision of Services (including hosting services), Company shall pass through to Customer any and all representations, warranties and covenants from such third-party providers, in addition to any representations, warranties and covenants provided by Company in this Agreement. Such warranties may be voided as the result of Customer’s negligence, willful misconduct, or if caused by an action under Section 5.4. 5.2. Professional Services Warranty. Company represents and warrants that the professional services will be performed in a workmanlike manner consistent with industry standards. 5.3. Exclusive Remedy. Customer's exclusive remedy for breach of related warranties in this Sections 5 shall be that Company will use commercially reasonable efforts in endeavoring to resolve and cure any such breach. 5.4. Warranty Limitations. Company is not responsible for failure of the Service to conform to the Documentation or to provide accurate information with respect to the location, time, status, availability or existence of Customer’s Vehicle Fleet if the Equipment is (i) damaged, blocked, modified, disassembled, vandalized, destroyed, or interfered with; (ii) subjected to extreme temperatures, flooding, over- voltage, electrical surges, misapplication of electrical power, or caustic chemicals; (iii) improperly installed or maintained by Customer or any third party; or (iv) used for a purpose other than as intended by Company, including but not limited to use in a configuration not recommended by Company. 5.5. Additional Fees. Company requires that installation or re-installation of all Equipment be performed by Company or a third-party expressly authorized by Company. In the event Company has to repair, modify, or replace any component of the Equipment due to Customer’s improper installation, additional fees shall incur. 5.6. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM TRADE USAGE OR COURSE OF DEALING. IN ADDITION, THE SERVICE DEPENDS UPON DATA BEING TRANSMITTED OVER THE INTERNET, CUSTOMER’S NETWORK, GPS SATELLITES, AND THIRD-PARTY CARRIER NETWORKS, AND AS COMPANY HAS NO CONTROL OVER THE FUNCTIONING OF THE INTERNET, THE SERVICE IS OFFERED ON AN “AS-AVAILABLE” BASIS. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 8 of 15 CONFIDENTIAL 5.7. Excluded Parties. Company represents that it has no knowledge that any prospective business partner, employee, subcontractor or supplier is included in the General Services Administration’s (GSA’s) List of Parties Excluded from Federal Procurement and Non-Procurement Programs. 5.8. Lobbying Disclosure Act. Company represents that it has no knowledge that any prospective business partner, employee, subcontractor or supplier is in violation of the Lobbying Disclosure Act of 1995. 5.9. Non-Discrimination. Company represents that it does not discriminate against any employee or applicant for employment because of race, religion, creed, national origin, age, gender, marital status, citizenship, disability, sexual orientation, veteran’s status, or membership in any other protected group. 6.Warranties and Acknowledgement of Customer. 6.1. Use Requirements, Restrictions and Limitations. Customer represents that it will observe the following requirements and restrictions in connection with its access to and use of the Service: 6.1.1. Customer shall not reverse engineer, de-compile or disassemble the Software or Equipment, shall not attempt to access any data underlying the Software or circumvent the user interface or other technological measures put in place by Company, and shall not modify, access, download, copy, or interfere with the Equipment or its embedded software without the express consent of Company. 6.1.2. Customer shall not rent, sell, assign, lease, or sublicense the Service. Customer shall not use the Service in a service bureau, outsourcing or other arrangement to process or administer data on behalf of any third party. 6.1.3. Customer shall not knowingly access, store, or transmit via the Service any material that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive; (ii) facilitates illegal activity; (iii) is discriminatory; or (iv) causes damage or injury to any person or property. 6.1.4. Customer shall not violate or attempt to violate the security of Company’s networks, including (i) accessing data not intended for Customer; (ii) accessing a server or account which Customer is not authorized to access; (iii) attempting to scan or test the vulnerability of a system or network or to breach security or authentication measures; or (iv) attempting to interfere with the availability or functionality of the Services, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing. 6.1.5. Customer shall cause each of Customer’s employees, agents and independent contractors to comply with (i) the obligations set forth in this DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 9 of 15 CONFIDENTIAL Section 6.1 and (ii) all applicable laws, rules and regulations in connection with their use of the Service. 6.1.6. Company reserves the right, without liability to Customer, to disable Customer’s or a User’s access to the Service for breach of this Section 6.1. 6.2. Customer acknowledges and agrees: 6.2.1. That the Service is an information tool only and is not a substitute for competent management and oversight of Customer’s Vehicle Fleet, transportation system, and personnel; 6.2.2. That the Service depends upon data being transmitted over the internet, Customer’s network, GPS satellites, and third-party carrier networks, and that, Company has no control over the functioning of the internet, Customer’s network, GPS satellites, or the network of a carrier; and 6.2.3. That Customer alone is responsible for acquiring and maintaining Customer’s Vehicle Fleet, Customer’s network, Customer’s internet access, and the rest of Customer’s physical and technological infrastructure; and 6.2.4. That Customer’s cooperation is required for the timely delivery of the Service, and, as a result, Customer will promptly respond to Company’s requests and inquires and cause its Project Manager (or any applicable representative) to cooperate with Company, in good faith, to complete the implementation of the Service and troubleshoot any issues with the Service. 6.3. International Roaming. The Equipment may transmit and receive data without user intervention and, as a result, will generate international roaming charges when it is taken out of the United States. Customer alone is responsible for roaming charges. 7.Confidentiality and Ownership. 7.1. Intellectual Property. Company is the sole and exclusive owner of all rights, title and interest in and to the Service, including all updates, modifications, customizations, enhancements and other derivative works thereof (collectively “Derivative Works”), and in any and all copyrights, patents, trademarks, trade secrets and other proprietary and/or intellectual property rights therein or thereto. To the extent any Derivative Work is developed by Company based upon ideas or suggestions submitted by Customer to Company, Customer hereby irrevocably assigns all rights to modify or enhance the Service using such ideas or suggestions or joint contributions to Company, together with all copyrights, patents, trademarks, trade secrets, and other proprietary and/or intellectual property rights related to such Derivative Works. Nothing contained in this Agreement shall be construed to convey to Customer (or to any party claiming through Customer) any rights in or to the Service, other than the rights expressly granted in Section 2.1. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 10 of 15 CONFIDENTIAL 7.2. Trademarks. Customer hereby consents to use of Customer’s name and/or logo a) on Company’s website in order to direct end-users to the public-facing aspects of the Service; b) to create a Customer-specific public-facing website hosted by Company where Users may access the Service; and, c) in the event Company’s white label application is included as part of the Service, to create a Customer- branded application. 7.3. Ownership of Data. Customer acknowledges and agrees that, as between Customer and Company, Company retains all ownership right, title and interest in and to all Service Data, including all copyrights, patents, trademarks, trade secrets, and other proprietary and/or intellectual property rights therein or thereto. Company may analyze and compile Service Data for the purpose of creating De-Identified Data. Company may use the De-Identified Data without restriction and may combine the De-Identified Data with data from other sources to create aggregate statistical data. 7.4. Nondisclosure. 7.4.1. A Receiving Party (a) shall hold the Disclosing Party’s Confidential Information in strict confidence and will use the same degree of care in protecting the confidentiality of the Disclosing Party’s Confidential Information that it uses to protect its own Confidential Information, but in no event less than reasonable care; and (b) except as expressly authorized by this Agreement, shall not, directly or indirectly, use, disclose, copy, transfer or allow access to the Confidential Information. Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information of the Disclosing Party as required by law or court order. In such event, the Receiving Party shall (i) use its best efforts to inform the Disclosing Party before any such required disclosure, and (ii) provide reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. 7.4.2. The Customer shall limit access to the password-protected portions of the Service and any Equipment to Customer’s employees who have a legitimate need to access the Service and Equipment. 7.4.3. Upon the termination or expiration of this Agreement, or upon the request of the Disclosing Party, the Receiving Party will return to the Disclosing Party all the Confidential Information delivered or disclosed to the Receiving Party, together with all copies in existence thereof at any time made by the Receiving Party. 7.4.4. If Customer receives a public record request for Confidential Information, Customer shall notify Company and Company shall, within fifteen (15) business days (or within the maximum period allowed by applicable law), notify Customer whether it desires for the Confidential Information to be withheld, and provide a legal basis under the applicable Public Records Act for withholding the Confidential Information. If Customer withholds the DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 11 of 15 CONFIDENTIAL Confidential Information pursuant to Company’s request, Company shall indemnify and defend Customer from any and all costs or liabilities resulting from such withholding including, but not limited to, attorney fees and court costs. If Company fails to notify Customer within the time specified or to provide a legal basis for withholding of the Confidential Information, Company agrees that Customer shall be entitled to release and disclose the Confidential Information. 7.5. Remedies. Each party acknowledges and agrees that any violation of this Article 7 (Confidentiality and Ownership) may cause irreparable injury to the other party for which there would be no adequate remedy at law and, therefore, such other party shall be entitled to preliminary and other injunctive relief against the other party for any such violation. Such injunctive relief shall be in addition to, and in no way in limitation of, all other remedies or rights that the parties may have at law or in equity. 8.Indemnity and Liability. 8.1. Customer Indemnity. Only to the extent permitted by law, Customer shall indemnify and hold Company and its Affiliates and their respective officers, directors, shareholders, employees, agents, successors and assigns harmless from any and all claims that relate to Customer's or Users' use of or reliance upon the Service or Customer's failure to properly maintain (or to request maintenance of) the Equipment, except any claims for which Company Indemnifies Customer as described in Section 8.2. 8.2. Company Intellectual Property Infringement Protection. 8.2.1. If a third party claims that the Service provided to Customer by Company under this agreement infringes that party’s United States patent or copyright, Company shall defend Customer and Customer’s Affiliates against that claim and shall pay any losses, liabilities, damages, judgments, awards, expenses, and costs, including reasonable attorneys’ fees that a court finally awards against Customer, provided that Customer (i) promptly notifies Company of the claim and (ii) permits Company to control and cooperates with Company in the defense and any related settlement negotiations. Customer may participate, at Customer’s own expense, in the defense of such claim. 8.2.2. If any part of the Service is, or in Company's reasonable judgment may become, the subject of any such proceeding Company may, at its expense and option, do one of the following: (i) procure for Customer the necessary right to continue using the Service and Equipment; (ii) replace or modify the infringing portion of the Service or Equipment with a functionally equivalent non-infringing item or portion thereof, or (iii) if none of the foregoing are commercially reasonable, terminate Customer's right to use the Service or the affected portion thereof, and refund to Customer an DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 12 of 15 CONFIDENTIAL amount equal to the prepaid Subscription Fee or the affected portion thereof and the cost of any equipment, less amortization for its use on a straight line basis over a period of five (5) years from the Effective Date. The preceding sets forth Company’s only obligations and Customer's sole and exclusive remedies with respect to infringement or misappropriation of intellectual property rights. 8.2.3. Company will not be liable hereunder for any claim of infringement that is based upon (i) the combination of the Service, or any part of the Service, or the Equipment with any product, software, hardware, machine, or device which is not provided by Company or identified by Company in its specifications as necessary to operate the Service, (ii) any modification of the Service or Equipment by a party other than Company, or (iii) the use of a version of the Service other than a current, unaltered release of the Service if such infringement would have been avoided by the use of a current, unaltered release. 8.3. Limitation of Liability. EXCEPT WITH RESPECT TO CLAIMS ARISING FROM OR RELATING TO (i) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF COMPANY OR (ii) DAMAGES ARISING FROM OR RELATING TO BODILY INJURY (INCLUDING DEATH) OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY COMPANY IN THE PERFORMANCE OF SERVICES UNDER THE AGREEMENT: NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS OR LOSS OF DATA OR BUSINESS INTERRUPTION), WHETHER ARISING FROM NEGLIGENCE, ERRORS, OR FAILURE OF PERFORMANCE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 8.4. Damages. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER OR CUSTOMER’S AFFILIATE IN THE SIX (6) MONTH PERIOD PRECEDING THE ACT GIVING RISE TO THE CLAIM FOR DAMAGES. 9.General Provisions. 9.1. Notices. Any notice permitted or required under this Agreement may be delivered in person, by registered or certified mail (postage prepaid), by recognized overnight delivery service, or by e-mail to the party’s address identified below (or other address designated by a party by written notice that conforms to this section). DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 13 of 15 CONFIDENTIAL Notice will be deemed effective upon personal delivery, on the day after deposit for overnight delivery, three days after deposit by registered or certified mail, upon receipt if by email, when receipt is acknowledged by the receiving party. If to Company: TransLoc, Inc. 4505 Emperor Blvd, Ste 120 Durham, NC 27703 If to Customer: Orange County Attn: Nishith Trivedi PO Box 8181 Hillsborough, NC 27278 Email: 9.2. Compliance with Laws. Each party will comply with all applicable federal, state and local laws, ordinances, rules and regulations relating to the performance and use of the Service as set forth in this Agreement. 9.3. Ineligibility. Company will not knowingly contract with, purchase from, employ, sub-contract with or carry on business in any form with any person or entity that is officially listed as excluded, debarred, declared ineligible, suspended or otherwise ineligible for participation in any Federal or State program. 9.4. Assignment. Neither party may assign or otherwise transfer any of the rights and obligations arising out of this Agreement without the prior written consent of the other party, except in connection with the sale or transfer of all or substantially all of such party’s business, whether by merger, sale or otherwise. Notwithstanding the foregoing, however, Customer’s consent shall not be required for assignments of this Agreement in whole or in part that result from a merger or acquisition, provided the contract is assigned to an affiliate of Company or an entity under common control with Company or Company’s corporate parent. 9.5. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the state where the Customer is physically located as stated in this Agreement, without reference to any choice of law principles of such state, and will not be construed in accordance with or governed by the United Nations Convention for International Sales of Goods. 9.6. Arbitration. Any controversy or claim arising out of or relating to this Agreement, with the exception of injunctive relief sought by either party, may be submitted to arbitration before an arbitrator agreed upon by the parties, or, if the parties cannot agree upon an arbitrator within thirty (30) days, to an arbitrator selected by the American Arbitration Association. Arbitration shall occur in the capital of the state specified in Section 9.5. The arbitration shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrators may award attorneys’ fees and costs as part of the award. The award of the arbitrators shall be binding and may be entered as a judgment in any court of competent jurisdiction. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 14 of 15 CONFIDENTIAL 9.7. Force Majeure. Except for payment obligations, neither party will be liable or responsible for any failure or delay in the performance of its obligations due to causes beyond the reasonable control of the party affected or its subcontractors or suppliers, including but not limited to war, sabotage, insurrection, epidemics, earthquakes, terrorism, riot or other act of civil disobedience, strikes or other labor shortages, accident, fire, explosion, flood, hurricane, severe weather or act of God. The obligations of the party suffering from the force majeure event will be suspended for the duration of the force majeure. 9.8. Integration. This Agreement, together with the exhibits, constitutes the final and exclusive agreement between the parties as to the matters described in it. This Agreement supersedes all prior proposals, negotiations, conversations, discussions, understandings, representations, or agreements between the parties concerning its subject matter. Without limiting the generality of the foregoing, Company will not be bound by any standard or printed or referenced terms produced by Customer, including but not limited to terms included or referenced in any of Customer’s purchase orders. In the case of disagreement in the terms and conditions between this Agreement and any of its Exhibits, this Agreement shall control. 9.9. Amendment and Waiver. This Agreement may only be modified in writing signed by both parties and identifying the provision of the Agreement that is to be amended. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. No waiver by either party of any right or remedy whether under this Agreement or otherwise shall be effective unless in writing. 9.10. Severability. If any term, provision or condition of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 9.11. Promotion Rights. No public statements concerning the existence or terms of this Agreement will be made or released to any media except with the prior approval of both parties or as required by law. With Customer’s prior approval, approval of which will not be unreasonably withheld by the Customer, Company may publicize its relationship with Customer for marketing and promotion purposes, which may include issuing a press release, mentioning the relationship on the Company website (in each case by disclosing Customer’s name, general information and/or a link to Customer’s website), and/or list Customer as a user of the Service. 9.12. Relationship. In making and performing this Agreement, Company and Customer act and shall act at all times as independent contractors and nothing contained in this Agreement shall be construed or implied to create an agency, partnership, joint venture, or employer and employee relationship between Company and Customer. 9.13. Document. Each party acknowledges and represents that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Page 15 of 15 CONFIDENTIAL Neither this Agreement nor any of the matters set forth herein or in the schedules will be construed against either party by reason of the drafting or preparation thereof. This Agreement may be signed in any number of counterparts, each of which will be deemed an original and all of which, taken together, shall be deemed one and the same document, and may be executed by means of signatures transmitted by facsimile or by other electronic means. Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement. DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 09/27/2024 of Marsh USA LLC X 2,000,000 20281 64260768 3,000,000 A X A 5,000,000 09/27/2024 X ACE American Insurance Company Professional Liability 09/27/2023 CN102165922-Volar-GAWUP-23-24 1,000,000 20303 Raed Shubbak 09/27/2024 HOU-004106491-00 09/27/2023 X X 1,000,000 04/09/2024 0 1,000,000 Tech E&O & Cyber 1,000,000 SIR X 1,000,000 1,000,000 B raed.shubbak@marsh.com 09/27/2024 09/27/2023 09/27/2023 X 22667 7360-03-97 Limit 25,000 71764342 X 9365-24-30 1,000,000 Compensation in favor of the Certificate Holder is included. The Insurer will endeavor to provide the County thirty (30) days advance notice prior to cancellation of coverage. With regards to the Commercial General Liability policy, Orange County, its officers, official agents, and employees are added as additional insureds, but only with respect to liability arising out of the operations of the named insured where required by written contract. A Waiver of Subrogation for Workers' 4505 Emperor Blvd, Suite 120 TransLoc, Inc. Durham, NC 27703 1,000,000 Federal Insurance Company X 120 Bremner Blvd., Suite 800 Attn: Canada.Certrequest@marsh.com Marsh Canada Limited Toronto, ON, M5J 0A8 , 9950-48-39 Great Northern Insurance Company N Hillsborough, NC 27278 Orange County (Risk Management) 200 South Cameron Street, PO Box 8181 09/27/2023 C 1,000,000 1 416 349 6602 X A 3,000,000 09/27/2024 X DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A CHLJBBm Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued SEPTEMBER 27, 2023 TO SEPTEMBER 27, 2024 SEPTEMBER 27, 2023 9950-48-39 EUC TRANSLOC, INC. FEDERAL INSURANCE COMP ANY SEPTEMBER 28, 2023 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: •if and then only to the extent the person or organization is described in the Schedule; •to the extent such contract or agreement requires the person or organization to be afforded status as an insured; •for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and •with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: •that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). •with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A CHLJBBm Liability Endorsement (continued) Conditions Other Insurance -Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other fusurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. Orange County, its officers, official agents, and employee 200 South Cameron Street, PO Box 8181 Hillsborough, NC 27278 All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endorsement Page 2 DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A CHLJBBm Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued SEPTEMBER 27, 2023 TO SEPTEMBER 27, 2024 SEPTEMBER 27, 2023 71764342 EUC TRANSLOC, INC FEDERAL INSURANCE COMP ANY SEPTEMBER 28, 2023 This Endorsement applies to the following forms: WORKERS COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY Conditions Transfer Or Waiver Of Rights Of Recovery Against Others Liability Insurance Form 80-02-2362 (Rev. 4-01) Under Conditions, Transfer Or Waiver Of Rights Of Recovery Against Others, the following provision is added: However, we waive any right of recovery we may have against the designated person or organization shown below because of payments we make for in jury or damage arising out of your ongoing operations or done under a contract with that person or organization and included in the products-completed operations hazard. This waiver applies to the designated person or organization. Designated Person Or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH WAIVER AS IS AFFORDED BY THIS ENDORSEMENT. Orange County, its officers, official agents, and employees 200 South Cameron Street PO Box 8181 Hillsborough, NC 27278 Condition -Waiver Of Transfer Of Rights Of Recovery Endorsement continued Page 1 DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A Liability Endorsement (continued) Liability Insurance Form 80-02-2362 (Rev. 4-01) All other tenns and conditions remain unchanged. Authorized Representative Condition -Waiver Of Transfer Of Rights Of Recovery Endorsement last page Page2 DocuSign Envelope ID: 00AEEDF8-E56F-4832-A7DF-FBD6EF554C6A