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HomeMy WebLinkAboutAgenda - 12-10-2024 ; 8-i - Approval of Contract with TripSpark Technologies for Consolidation of County Transit Management Technology 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: December 10, 2024 Action Agenda Item No. 8-i SUBJECT: Approval of Contract with TripSpark Technologies for Consolidation of County Transit Management Technology DEPARTMENT: Orange County Transportation Services (OCTS) ATTACHMENT(S): INFORMATION CONTACT: TripSpark Contract Nishith Trivedi, Transportation Director, 919-245-2007 PURPOSE: To approve a contract with TripSpark Technologies for the consolidation of County transit management technology and authorize Manager to sign. BACKGROUND: The Fiscal Year 2025 Orange County Transit Annual Work Program authorized Orange County Transportation Services (OCTS) to pursue a capital project consolidating all transit management technology — Ecolane, TransLoc, GIS, and others — into a single resource through a formal Request for Proposals process. TripSpark (formerly Trapeze) (link) was selected, with the help of the Orange County Information Technologies (IT) Department. OCTS in collaboration with the County Attorney's Office and IT Department has finalized the contract (Attachment 1) and requests that the Board approve and authorize the County Manager to sign. FINANCIAL IMPACT: There is no financial impact associated with this item. OCTS annual operating funds will pay the contract, and the County will be reimbursed through the Orange County transit tax. ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 4: MULTI-MODAL TRANSPORTATION OBJECTIVE 2. Increase community awareness of all modes of transportation including transit, bike and pedestrian, vehicle, and all other modes. OBJECTIVE 3. Support road projects that address congestion and reduce commute time using the County' s Complete Streets policy. OBJECTIVE 4. Coordinate transit investments with municipal and county land use planning to reduce vehicle miles travelled and to provide more equitable access to shopping, employment, medical centers, college campuses, etc. OBJECTIVE 5. Invest in implementing the County' s Safe Routes to Schools plan. OBJECTIVE 6. Update transportation related plans to provide more multi- modal options including rural Orange County. RECOMMENDATION(S): The Manager recommends the Board approve the contract with TripSpark Technologies (Attachment 1) and authorize the Manager to sign. 2 [Departmental Use Only] TITLE OCTS-TripSpark FY FY 25 NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 3 day of December, 2024, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County" or"Licensee") and Trapeze Software Group, Inc. dba TripSpark Technologies (hereinafter, the "Provider" or"TripSpark"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement, and attached Attachment 1, Attachment 2 (collectively the "Agreement") is for services to be rendered by Provider to County in accordance with the Attachment 1 of the Agreement ("Services"). Attachment 1 details the Scope of Work, schedule and deliverables. Attachment 2-Federal and State requirements-are hereby incorporated into this Agreement by reference as though fully set out here. ii) By executing the Agreement, the Provider agrees that Provider is qualified to perform and capable of performing and providing the Services required or necessary under the Agreement in a competent and professional manner. iii) The Services to be performed under the Agreement consist of Services, as further described and designated in Section 3 hereof. Compensation to the Provider for Services under the Agreement shall be as set in Exhibit B of Attachment 1. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all Services required in accordance with Exhibit C of Attachment 1 to complete the Services within the time period set forth therein 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 the Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance Revised 01/24 1 3 with applicable federal, state and local laws and regulations applicable to the performance of these Services. Notwithstanding the foregoing and the provisions in Attachment 2 of the Agreement, Provider will adhere to federal, state, local laws, codes, and regulations, as they apply only to Provider's performance under the Agreement; and (ii) third party any hardware (if applicable and Software licensed under the final Agreement is commercial "off the shelf' and laws and regulations shall: (a) be in effect only to the extent that such clauses are applicable to the subject matter hereof. (b) not require DBE requirements. (c) not transfer ownership of any intellectual property. (d) not include bonding requirements for the Agreement; and (e) not include any liquidated damages under the Agreement; and (f) not exceed the limitation of liability and indemnification obligations under the Agreement. Should federal, state, local laws and regulations, allow the parties agree Provider shall be allowed an equitable adjustment. Finally, Provider makes no representation that Provider or its subcontractor's software, third party hardware and related documentation contain features and functionality that is federal, state, local law, codes, and regulation compliant or meets any specific federal, state, local law, codes, and regulation requirements. ii) Provider shall be responsible for its employees, or assigns in the performance of Services pursuant to the Agreement. iii) The Provider shall not, except as otherwise provided for in the Agreement, subcontract the performance of any work under the Agreement without prior written permission of the County for which written permission shall not be withheld or delayed. 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 Services required of the Provider under the Agreement, shall be considered employees 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 Services pursuant to the Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, 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. vii) [Deleted] 3. Services Revised 01/24 2 4 a. Services. i) The Provider shall perform as Services the work and services described herein and as specified in Provider's proposal dated July 26, 2024 ("Proposal") in response to the County's Request for Proposals or Request for Qualifications (the "RFP") "RFP Number RFP No. 367-005425 for "Automated Public Transit Management Scheduling, Reporting, and Routing Software" issued June 7, 2024, which are fully incorporated and integrated herein by reference. In the event a term or condition in any referenced document conflicts with a term or condition of the Agreement the term or condition in the Agreement shall control. Should such conflict arise the priority of documents shall be as follows: Attachment I of the Agreement, this Services Agreement, Attachment 2 of the Agreement, the Proposal, the County's RFP. In the event of a perceived default under the terms of the Agreement, Provider will be granted a thirty (30) day cure period from the date of receipt of the notice of default, during which time Provider shall be entitled to cure the default prior to any further action being taken by the County. In addition, termination for default by County and Provider's obligations to any claim, including a claim for breach are subject to the limitation of liability provisions and termination provisions as stipulated under Section 13 and 14 in Attachment I of the Agreement. Provider will pay costs as finally determined by a court of competent jurisdiction. ii) [Deleted] iii) [Deleted] 4. Duration of Services a. Term. The term of this Agreement shall be from December 3, 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 Services shall be December 3, 2024. 5. Compensation a. Compensation for Services. Compensation for Services shall include all compensation due the Provider from the County for all Services performed pursuant to the Agreement. Revised 01/24 3 5 The maximum amount payable for Basic Services is Two Hundred Eighty Three Thousand, Five Hundred Sixty Nine Dollars ($283,569). Subject to the provisions of Section 7 of the Agreement, payment for Services shall become due and payable in direct proportion to Services performed as project milestones set out in Exhibit B, Attachment 1 of the Agreement. Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Nishith Trivedi, OCTS) 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 see attached COI(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, to defend and indemnify the County from all third party claims, including reasonable attorney's fees, arising from property damage or bodily injury or death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider provided that the County gives Provider prompt notice of a claim and Provider is permitted to have full and exclusive control of any defense except to the extent same are caused by in whole or in part by the negligence or willful misconduct of the County. It Revised 01/24 4 6 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 Services. Changes in the Services and entitlement to additional compensation or a change in duration of the Agreement shall be made by a written amendment to the 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 by either Party. The Agreement may be terminated, in whole or in part, without cause by either party for its convenience upon ninety (90) days prior written notice to the other party. b. Other Termination. The Provider may terminate the Agreement based upon the County's material breach of the Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County thirty (30) days' prior written notice of its intent to terminate the Agreement for cause. Either party may terminate the Agreement upon notice to the other party that obligations pursuant to the Agreement are made impractical due to emergencies in Orange County or any other part of North Carolina due to events directly impacting Orange County including but not limited to pandemics. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice. c. Compensation After Termination. In the event of termination, the Provider shall be paid that portion of the fees and expenses due pursuant to the Agreement up until the date of termination. d. Waiver. The payment of any sums by the County under the Agreement or the failure of the County to require compliance by the Provider with any provisions of the Agreement or the waiver by the County of any breach of the Agreement shall not constitute a waiver of any claim for damages by the County for any breach of the Agreement or a waiver of any other required compliance with the Agreement. e. Suspension. County may suspend the Services and the Agreement at any time for County's convenience and without penalty to County, except County shall pay travel expenses to Provider, if applicable, upon five (5) business days' notice to Provider. Upon any suspension by County, Provider shall discontinue the Services and shall not resume the 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 the Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the Revised 01/24 5 7 written consent of the other, except Provider shall not require the County's written consent in the event of a corporate reorganization. There are no third-party beneficiaries of the Agreement and nothing in the Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. The Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Subject to the provisions in Section 2 b. (i) herein, Provider shall during the provision of Services pursuant to the Agreement, remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.oran ecountync. ov�/departments/purchasing division/contracts.php.) Any violation of this requirement is a breach of the Agreement and County may immediately terminate the Agreement. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing the 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 the 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. 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, the Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. The 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. The Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. £ Severability. If any provision of the Agreement is held as a matter of law to be unenforceable, the remainder of the Agreement shall be valid and binding upon the Parties. Revised 01/24 6 8 g. Ownership of Work Product. Should Provider's performance of the Agreement generate documents, items or things, including Documentation and Software such documents, items or things, including Trade Secrets, Documentation and Software as defined in Attachment 1 of the Agreement are or shall become the property of Provider. Provider will not take ownership of County provided data. The use of the documents, items or things, Trade Secrets, Documentation and Software as defined in Attachment 1 of the Agreement by the County or by any person or entity for any purpose other than as set forth in the Agreement shall be at the full risk of the County. h. Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of the 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 the Agreement, then the Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of the 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 the 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. Notwithstanding the foregoing, the County's payment obligations to the Provider for fees due up until and including the date of termination shall continue and survive termination of the Agreement. i. Signatures. The 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 the Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name &Address Attention: Nishith Trivedi TripSpark Technologies P.O. Box 8181 5625 Rockwell Drive,NE Hillsborough,NC 27278 Cedar Rapids, IA 52402 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: TRAPEZE SOFTWARE GROUP, INC. By: By: Revised 01/24 7 9 Travis Myren, County Manager Printed Name and Title Revised 01/24 8 10 ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name: TripSpark Technologies Vendor Contact Person: Brendan Samis Phone: (416)471-7036 Address: 5625 Rockwell Drive City Cedar Rapids State: IA Zip: 52402 Department: OCTS Amount: $283,569 Purpose: Consolidate Technologies Budget Code(s): 10435020-630000 Vendor# Vendor Status with NCSOS: Vendor is a BOCC consultant: ❑Yes ®No Contract Details Contract Type: ®New ❑Amendment(Original Contract: )(Most Recent Amendment ) Effective Date December 3,2024 End Date June 30,2025 Notice Date (Notice Purpose ) Award ®Approved by Board(Agenda Date:December 2,2024); ®Made or Administered by OCTS Signature Authority - ®BOCC Express Delegation(Agenda Date: December 2, 2 0 2 4) - 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: 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: Revised 01/24 9 11 Revised 01/24 10 12 Attachment 1 SOFTWARE LICENSE AND MAINTENANCE AGREEMENT Between TRAPEZE SOFTWARE GROUP,INC. d.b.a. TripSpark Technologies ("TripSpark"),with a place of business at 5265 Rockwell Drive Ne, Cedar Rapids, Iowa 52402, U.S.A. And ORANGE COUNTY TRANSPORTATION SERVICES ("Licensee")with its principal place at business at 600 NC-86,Hillsborough, North Carolina 27278, U.S.A. Notice Information: If intended for TripSpark,to: If intended for Licensee,to: 1980 Matheson Blvd. Unit D Mississauga, Ontario L4W 5N3 Contact: Legal Department Contact: Telephone: 905-629-8727 Telephone: Number of Pages in this Agreement including attached Exhibits: _ This terms and conditions of this Agreement shall govern all dealings between TripSpark and the Licensee for the purchase of goods and services from TripSpark. This Agreement,including its Exhibits(Exhibit A,Exhibit B, Exhibit C,Exhibit D) shall apply in place of and prevail over any preceding or subsequent terms and conditions contained or referred to in any of the Licensee's purchase orders,correspondence or elsewhere or implied by trade,custom,practice, or course of dealing and any purported provisions to the contrary are hereby extinguished or excluded. Without limiting the generality of the foregoing,TripSpark will not be bound by any standard or printed terms produced by Licensee. Licensee expressly acknowledges that no provisions, representations, undertakings, agreements,regarding the goods or services to be provided hereunder,have been made,other than those contained in this Agreement. The parties agree that no obligations or duties not set out expressly herein shall be imposed upon the parties or implied by law. Signed for and on behalf of Trapeze Software Group,Inc. Signed for and on behalf of Orange County Transportation Services By: By: Print Name: Print Name: Title: Title: Date: Date: 13 NOW THEREFORE,the parties agree as follows: 1. Definitions In this Agreement the capitalized words set out below will have the following meanings: "Agreement" this Software and Maintenance Agreement effectively made between TripSpark and Licensee, and the attached exhibits, all of which form an integral part of this Agreement; "Confidential Information" all information obtained by the parties from each other under this Agreement,but does not include any information which at the time of disclosure is generally known by the public; "Documentation" the user documentation and training materials pertaining to the Software as supplied by TripSpark; "Hosting Services" specifications for the hosting services to be provided by TripSpark for the TripSpark Software, attached hereto as Exhibit D; "Software" the certain software as identified in Exhibit A,including all modifications of the Software developed for Licensee under this Agreement; "Statement of Work" the specifications for the services to be provided by TripSpark and the Licensee, attached hereto as Exhibit C; "Trade Secrets" the Software,Documentation,and other related information(including all modifications of the Software developed for Licensee) disclosed to Licensee under this Agreement, including trade secrets and other confidential and proprietary information of TripSpark; "Upgrades" generic enhancements to the Software that TripSpark generally makes available as part of its long term software support program. 2. Software License In consideration of payments to be made by Licensee to TripSpark as set out below, TripSpark agrees as follows: (a) TripSpark hereby grants to Licensee a personal, non-transferable, non-exclusive license to use a production copy of the object code version of the Software in the form supplied by TripSpark and on hardware approved by TripSpark as of the License Date referred to in Exhibit A("License Date")restricted to the places of business of the Licensee,for the Licensee's own operations,in accordance with the operational characteristics described in Exhibit A and Exhibit B. (b) TripSpark hereby grants to Licensee a personal, non-transferable, non-exclusive license to use the Documentation,but only as required to exercise the license granted herein. (c) Licensee may make one back-up copy of the Software as applicable. Licensee may use the Software solely to process Licensee's own data, and the software may not be used on a service bureau or similar basis to process data of others. (d) The license to use the TripSpark Transit Database is granted to Licensee solely for the development of internal reports by Licensee and for the integrated operation of TripSpark software components. Unless expressly included herein all other access rights to the TripSpark Transit Database are excluded from this Agreement,and the Licensee shall not develop or use, or authorize the development or use of, any other interfaces to or from the TripSpark Transit Database. (e) Other than the rights of use expressly conferred upon Licensee by this paragraph,Licensee shall have no further rights to use the Software or the Documentation, and shall not copy,reproduce,modify, adapt,reverse engineer, disassemble or translate them,without the express written authority of TripSpark. (f) Licensee acknowledges and agrees that the Software may record and transmit to TripSpark statistical and other information about Licensee's use of the Software ("Usage Data"),provided the Usage Data is collected in a form that does not contain any Licensee Confidential Information. 14 3. Software Services In accordance with the terms of Exhibit B and Exhibit C, TripSpark will perform services related to Licensee's use of the Software (the "Services"). Such services may include installation, modification, testing, training, and additional services. 4. Software Acceptance Upon completing the delivery, installation, and testing of the TripSpark DriverMate Software module on five(5)tablet devices or all other individual Software modules in TripSpark's test environment, for which acceptance shall be governed by the Application Acceptance provision in the corresponding Statement of Work, Exhibit D of this Agreement, TripSpark will notify Licensee in writing. Licensee will then have ten(10)business days in which to conduct acceptance tests in order to ensure that the individual Software module operates in all material respects as specified in the Documentation. At the end of this period,Licensee will be deemed to accept the individual Software module unless TripSpark receives prior written notice outlining the nature of the perceived defects in the individual Software module. Notwithstanding the above,Licensee will be deemed to accept the individual Software module when the Licensee puts the individual Software module into operational and functional use. The individual Software module will be deemed to be in operational and functional use when the Licensee first uses the individual Software module to support its then current operations in any capacity. 5. Software Warranty TripSpark warrants that it holds title to all Software licensed and delivered pursuant to this Agreement. No warranty is provided by TripSpark with respect to the Software or any third party licensed products and third party hardware, including but not limited to tablet devices. Separate warranties may be available from the developer, distributor, or publisher of the third party licensed products. The foregoing warranty is in lieu of all other warranties or conditions,express or implied,including but not limited to any implied warranties or conditions of merchantability,merchantable quality,fitness for a particular purpose and any other warranties arising by statute or otherwise in law or from the course of dealing or usage of trade. TripSpark does not represent or warrant that this Software will meet all of Licensee's particular requirements,or that the operation of the Software will operate 100% error-free or uninterrupted,or that all program errors in the Software can be found in order to be corrected. The parties acknowledge and agree, third party sms/messaging services ("Third Party Transaction Services") are provided "as is" and "as available". TripSpark disclaims all representation and warranties, express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, and non- infringement. TripSpark makes no representation, warranty or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Third Party Transaction Services or that such Third-Party Transaction Services will be uninterrupted or error-free. 6. Software Maintenance During any annual support period for which maintenance fees have been paid in full by Licensee: (a) TripSpark will maintain the Software so that it operates in conformity in all material respects with the descriptions and specifications for the Software set forth in the Documentation; (b) in the event that Licensee detects any errors or defects in the Software, TripSpark will provide reasonable support services through a telephone software support line from Monday to Friday, 8 am to 5 pm EST(Except North American holidays). Upon registration by Licensee, TripSpark will also provide Licensee with access to its software support website; (c) TripSpark will post notices of available Upgrades of the Software on its website and copies of the release notes for download. TripSpark will provide Licensee with Upgrades of the Software at no additional license fee charge. 7. Payment Upon execution of this Agreement,Licensee will issue a Purchase Order to TripSpark, for the Software license fees, Service fees, Third Party Transaction Services fees,Hosting Services fees, and related expenses as set out in Exhibit B of this Agreement. TripSpark will invoice Licensee for the Software license fees, Services fees,and Third Party Transaction Services fees as set out in and according to Exhibit B of this Agreement. The gross amount of the license fee is set out in Exhibit A of this Agreement. TripSpark will invoice Licensee monthly for the Services provided, 15 in accordance with Exhibit B of this Agreement. The total amounts due for all Service fees,modifications fees,and expenses are firm fixed amounts and will be invoiced on that basis. The Purchase Order shall be governed exclusively by the terms and conditions of this Agreement. Licensee shall pay annual maintenance fees to TripSpark as provided in Exhibit B (the "Maintenance Fee") of this Agreement. This fee shall be subject to change as set out in Exhibit B of this Agreement. Licensee shall issue a Purchase Order annually specifying the amount set forth in the TripSpark invoice for Software maintenance services,and the Purchase Order shall be governed by the terms and conditions of this Agreement. Licensee shall pay invoices within thirty (30) days of receipt. In the event of an invoice dispute, Licensee shall have five (5)business days from date of receipt of invoice to advise TripSpark of the reasons for disputing the invoice in question. If TripSpark has not received such notification within such timeframe, the invoice in question shall be deemed accepted by Licensee. Overdue undisputed payments will bear interest at the annual rate often percent(10%)on the amount outstanding from the date when payment is due until the date payment in full is received by TripSpark. Licensee will also be responsible for payment of all applicable taxes and other levies,including sales and use taxes,and this obligation will survive termination of this Agreement. If Licensee has a tax exemption certificate,a copy of the certificate must be provided to TripSpark upon signing of this Agreement to avoid payment of the applicable tax to TripSpark. 8. Trade Secrets and Confidential Information Licensee acknowledges that any Trade Secrets or Confidential Information disclosed to Licensee pursuant to this Agreement are owned by TripSpark and include trade secrets and other confidential and proprietary information of TripSpark. Licensee shall maintain in confidence and not disclose the same, directly, or indirectly, to any third party without TripSpark's prior written consent. Licensee further acknowledges that a breach of this Section would cause irreparable harm to TripSpark for which money damages would be inadequate and would entitle TripSpark to injunctive relief and to such other remedies as may be provided by law. 9. Media and Publication Licensee shall not communicate with representatives of the general or technical press, radio,television,or other communications media regarding the work under this Agreement without prior written consent of TripSpark,which such consent shall not be unreasonably withheld.Neither Licensee nor any of its personnel shall publish or reproduce or arrange press releases regarding TripSpark without the prior written consent of TripSpark upon such terms as may be agreeable to TripSpark. TripSpark reserves the right to publish the results of the work done under this Agreement. 10. Force Majeure Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising out of any delay or failure by such party in performing its obligations hereunder, except the making of payments due hereunder, if such delay or failure was the unavoidable consequence of a pandemic, natural disaster, exercise of governmental power, strike or other labor disturbance,war,revolution, embargo, insurrection, operation of military forces, or other event or condition beyond the control of such party,provided that such party notifies the other party of its inability to perform and the reasons there for, with reasonable promptness, and performs its obligations hereunder as soon as circumstances permit. 11. Remote Access Licensee shall provide TripSpark with the right to establish a remote connection to Licensee's computer(s) on which the Software is installed, so as to enable TripSpark to monitor the operation of the Software. 12. Intellectual Property Indemnification In the event of an intellectual property infringement claim by a third party, TripSpark will defend Licensee in respect of any such claims based on the claim that the Software infringes the intellectual property rights of that third party. TripSpark will pay any award rendered against Licensee by a court of competent jurisdiction in such action,provided that Licensee gives TripSpark prompt notice of the claim and TripSpark is permitted to have full and exclusive control of any defense. If all or any part of the Software becomes,or in TripSpark's opinion is likely to become, the subject of such a claim, TripSpark may either modify the Software to make it non-infringing or terminate this Agreement as it relates to the infringing portion of the Software. This is TripSpark's entire liability concerning intellectual property infringement. TripSpark will not be liable for any infringement or claim based upon any modification of the Software developed by Licensee or any other third party,or use of the Software in combination with software or other technology not supplied or approved in advance by TripSpark, or use of the Software contrary to this Agreement or the Documentation. 13. Limitation of Liability (a) TripSpark and Licensee do not rely on and will have no remedy arising from any statement,representation,warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other 16 than as expressly set out in this Agreement. The only remedy available to Licensee for breach of warranty is for breach of contract under the terms of this Agreement. This does not preclude a claim for fraud. (b) TripSpark does not guarantee the privacy, security, authenticity, or non-corruption of any information transmitted through the internet or any information stored in any system connected to the internet. TripSpark shall not be responsible for any claims, damages, costs, or losses whatsoever arising out of or in any way related to Licensee's connection to or use of the internet. (c) TripSpark will not be liable to Licensee or any third party for any claims, expenses, damages, costs, or losses whatsoever arising out of or in any way related to: (i) Licensee's use of map or geographical data, owned by Licensee or any third party, in conjunction with the Software or otherwise; or (ii) Licensee's use of the Software insofar as such Software may be used to store, transmit, display, disclose or otherwise use data or information which is considered private, confidential,proprietary, or otherwise exempt from public disclosure under applicable law. (d) TripSpark's entire liability and responsibility for any claims, damages, costs or losses whatsoever arising either jointly or solely from or in connection with this Agreement or the use of the Software(whether or not in the manner permitted by this Agreement) including, but not limited to claims for breach of contract, tort, misrepresentation, or otherwise, or the development,modification or maintenance of the Software will be absolutely limited,in the aggregate,to the amount of the license fee paid for the Software product or Services that is the subject of a claim. (e) TripSpark will not be liable to the Licensee or any third party for losses or damages suffered by Licensee or any third party which fall within the following categories: i) punitive,indirect, incidental, or consequential damages,however arising,whether foreseeable or not; ii) special damages even if TripSpark was aware of circumstances in which special damages could arise; iii) loss of profits or revenue,anticipated savings,business opportunity,goodwill,or loss of information or data of any kind. (f) Paragraphs (d) and(e) do not apply to claims arising out of death or personal injury caused by either party's gross negligence or fraudulent misrepresentation. 14. Termination The license granted by this Agreement is effective until terminated. (a) Either party may terminate this Agreement if the other party is in material breach of any term or condition of this Agreement and fails to cure such default within thirty (30) days after receipt of written notice of such default. Without limitation, the following are deemed material breaches under this Agreement: (i) Licensee fails to pay any amount when due hereunder; (ii) Licensee becomes insolvent or any proceedings will be commenced by or against Licensee under any bankruptcy, insolvency, or similar laws. (b) If Licensee develops software that is competitive with the Software,or Licensee is acquired by or acquires an interest in a competitor of TripSpark,TripSpark shall have the right to terminate this Agreement immediately. (c) Should Licensee fail to pay any amount due under the Agreement,TripSpark reserves the right,in its sole discretion, to remove Licensee's access to the Software without TripSpark's liability or further obligations to Licensee under the Agreement, or otherwise until such time Licensee has met its payment obligations to TripSpark. (d) Either party may terminate for convenience,in whole or in part,with ninety(90)days written notice. (e) In the event Licensee terminates this Agreement for any reason, Licensee shall pay TripSpark for all license fees and service fees then due, and all costs incurred up to and including the date of termination. (f) If this Agreement is terminated, Licensee will immediately return to TripSpark all copies of the Software, the Documentation and other materials provided to Licensee pursuant to this Agreement and will certify in writing to TripSpark that all copies or partial copies of the Software,the Documentation and such other materials have been returned to TripSpark 17 or destroyed. 15. Assignment This Agreement, or any of the rights or obligations of TripSpark created herein,may be assigned by TripSpark,but this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without the express written consent of TripSpark. 16. Applicable Law This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. 17. Survival The parties hereto agree that any provisions of this Agreement requiring performance or fulfilment by either party after the termination of this Agreement shall survive such termination. 18. Severability If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable, or void and does not relate to the payments to be made to TripSpark. If the remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance,then each provision not so affected shall be enforced to the extent permitted by law. 19. Notices All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered or certified mail,return receipt requested,postage prepaid,to the respective addresses of the parties appearing on page one of this Agreement. Any notice given shall be deemed to have been received on the date on which it is delivered if delivered personally,or,if mailed,on the fifth business day next following the mailing thereof. Either party may change its address for notices by giving notice of such change as required in this section. 20. Audits In addition to Section 2 (f) of this Agreement, TripSpark may perform audit(s) on the use of the Software and Documentation. Licensee agrees to make the necessary operational records, databases, equipment, employees, and facilities available to TripSpark for the audit(s). The purpose of the audit will be to verify compliance with the terms and conditions of this Agreement. 18 EXHIBIT A Software Item Software Gross License License Date Fees 1. NovusDR(Core) $36,605 Effective date of this Agreement 2. Novus COM $4,188 Effective date of this Agreement 3. Novus Friendly Fixed Route(FFR) $13,500 Effective date of this (Deviated Fixed Route) Agreement 4. Passenger Portal Website(Core, $24,945 Effective date of this Trip Booking(Booking and Agreement Cancellation,Payment Integration) 5. Rides on Demand App-Paratransit $36,335 Effective date of this Agreement 6. Rides on Demand App-Micro $5,200 Effective date of this transit Agreement 7. Client Import/Trip Import Tool $7,524 Effective date of this Agreement 8. Notifications (Core,Outbound) $18,456 Effective date of this Agreement 9. DriverMate $34,910 Effective date of this Agreement 10. Transit Database Included Effective date of this Agreement Notes: 1. Licenses are provided for operations of up to up to one hundred and fifty (150) one way booked trips per day for TripSpark NovusDR(Core),Novus COM, Passenger Portal Website (Core, Trip Booking (Booking and Cancellation, Payment Integration), Client Import/Trip Import Tool,Notifications (Core, Outbound) Software products, up to thirty (30)paratransit vehicles TripSpark DriverMate Software product,up to one thousand(1,000)weekly fixed route vehicle services hours for TripSpark NOVUS Friendly Fixed Route (FFR) (Deviated Fixed Route), and up to twenty two (22) peak vehicles for Rides on Demand App-Paratransit and Rides on Demand App-Micro transit Software products. 2. Licenses are provided for Software utilization by Orange County Transportation Services (Hillsborough, North Carolina). 3. Third Party runtime licenses, if required, are not included. 19 EXHIBIT B Summary of Pricing and Payment Schedule 1.0 Application Software Product Licenses Services Expenses Discount Total NovusDR(Core) $36,605 $39,601 $6,700 -$23,427 $59,479 Novus COM $4,188 $6,600 $0 -$2,680 $8,108 Custom NEMT Reports $0 $9,075 $0 $0 $9,075 Passenger Portal Website(Core) $7,936 $12,375 $0 -$5,079 $15,232 Trip Booking(Booking& Cancellation) $12,067 $1,650 $0 -$7,723 $5,994 Payment Integration $4,942 $13,200 $0 -$3,163 $14,979 Notifications (Core,Outbound) $18,456 $19,800 $0 -$11,812 $26,444 Rides on Demand App-Paratransit Portion $36,335 $13,200 $0 $0 $49,535 DriverMate $34,910 $25,163 $3,800 -$22,342 $41,531 Novus FFR(Deviated Fixed Route) $13,500 $9,075 $0 -$8,640 $13,935 Client Import/Trip Import Tool $7,524 $10,725 $0 -$4,815 $13,433 Rides on Demand App-Micro transit Portion $5,200 $9,900 $0 $0 $15,100 Hosting Set Up Services $0 $2,475 $0 $0 �?.475 Total USD $275,319 Third Party Transaction Services' Fees(USD) TripSpark Notifications(Core,Outbound)Software requires payment of monthly Third-Party Transaction Services' fees by Licensee based on the number of voice minutes used and SMS messages transacted. Current per-use charges are: 1. Per Voice Minute $0.03 2. Per SMS Message $0.02 Note: Third Party Transaction Services Fees pricing, as identified above, are subject to change without notice. 2.0 Payment Schedule(excludes Hosting Services Setup Services Fees) Milestones below will be invoiced and due on a per individual Software component basis. Milestone Description Percentages Due Milestone 1: Due upon execution of this Agreement 100%of Software license fees 20%of Services fees and 20%expenses' fee Milestone 2: Due upon delivery of draft Operational Review 20%of Services fees and 20%expenses' document fee Milestone 3: Due upon first installation of Software on 20%of Services fees and 20%expenses' Licensee's test environment fee Milestone 4: Due upon delivery of initial training session 20%of Services fees and 20%expenses' fee Milestone 5: Due upon Software Acceptance, Section 4 of the 20%of Services fees and 20%expenses' Agreement fee 20 EXHIBIT B Summary of Pricing and Payment Schedule 2.0 Payment Schedule for Hosting Services Setup Fee Milestone Description Percentages Due Milestone 1: Due upon execution of this Agreement 50% of Services Fee Milestone 2: Due upon first production use of NovusDR 50% of Services Fee (Core) Software in TripSpark's hosted environment 3.0 Hosting Services' Fees Hosting(USD) Year 1 Year 2 Year 3 *Yearly Hosting $6,505 $6,830 $7,171 Fees Note: *First three(3)years payable Hosting Services fees only, assumes a three(3)years of Hosting Services fees Licensee minimum payment commitment and a single production instance. For all subsequent annual renewals,Hosting Services fees shall be subject to TripSpark's then prevailing pricing. Hosting Services fees are due and payable upon installation of the Software in accordance with the corresponding Statement of Work, attached hereto as Exhibit C. Includes five(5)individual login user ids **each additional user $15 per month Includes 320GB of transfer per month **Each additional 1GB $1 per month **Each 1GB of Disk Space after 50GB $1 per month Note: **Pricing is subject to change without notice. 4.0 Long Term Support Maintenance Fees (USD) Software Product - Year 1 Year 2 Year 3 Year 4 Year 5 *NovusDR(Core) $7,321 $7,687 $8,071 $8,475 $8,899 Novus COM $838 $879 $923 $970 $1,018 DriverMate $6,982 $7,331 $7,698 $8,083 $8,487 Passenger Portal Website(Core) $1,587 $1,666 $1,750 $1,837 $1,929 Trip Booking(Booking& Cancellation) $2,413 $2,534 $2,661 $2,794 $2,933 Payment Integration $988 $1,038 $1,090 $1,144 $1,201 Notifications (Core,Outbound) $3,691 $3,876 $4,070 $4,273 $4,487 **Rides on Demand App-Paratransit Portion $9,865 $10,358 $10,876 $11,420 $11,991 Novus FFR(Deviated Fixed Route) $2,700 $2,835 $2,977 $3,126 $3,282 Client Import/Trip Import Tool $1,505 $1,580 $1,659 $1,742 $1,829 **Rides on Demand App-Micro Transit Portion $1,300 $1,365 $1,433 $1,505 $1,580 21 EXHIBIT B Summary of Pricing and Payment Schedule Note: First five(5)years annual Software maintenance fees only, as identified above correspond to the operational metrics of Software licensed used as identified in Exhibit A of this Agreement. Year 1 is due upon individual Software module acceptance as defined in Section 4 of the Agreement. For all subsequent annual renewals, Software maintenance shall be subject to program availability and then current TripSpark pricing. "First five (5)years TripSpark Rides on Demand App-Paratransit Portion and Rides on Demand App-Micro Transit Portion Software maintenance fees are inclusive of annual Hosting Services fees. General Pricing Assumptions 1. Pricing expires December 31, 2024. 2. Applicable taxes are not included and will be assessed at TripSpark invoicing. 3. Licensee is responsible for the computer hardware& off-the-shelf software as per TripSpark's most current specifications. 4. SQL must be used for databases for all TripSpark Software. 5. Third party Bing maps will be used and allow for: Up to 60 reverse geocode transactions(GetLocationInfo or similar)per hour. Up to 200 geocoding transaction sessions or routing requests, all measured as an average over any 24-hour period. Additional geocode or reverse geocode transactions will be charged at a cost of$0.01 per transaction. Per transaction pricing is subject to change without notice. Third party Bing maps do not allow for Street Routing. Software Assumptions NovusDR Assumptions Data loading will be completed for clients, common locations/landmarks, and client registered addresses. Training will utilize 'train the trainer"training philosophy. NovusDR will use third party Bing maps. Operational Review and Software installation will be performed remotely. Novus COM All Services will be performed remotely. One(1)standardized workflow included. Passenger Portal Assumptions All Services will be performed remotely. Passenger Portal utilizes third party Google Maps for client facing address lookup and real time vehicle location display. Includes Trip Booking and Trip Cancellations component. English and Spanish languages only. Notifications Assumptions All Services will be performed remotely. English and Spanish languages only. Solution Functionality TripSpark Notifications provides outbound voice callbacks for Trip Reminders and notifications. TripSpark Notifications provides outbound SMS/Email Trip Reminders and notifications. Trips can be Confirmed/Cancelled by SMS responses to callback reminders only. TripSpark Notifications does not provide call center menu functionality. 22 EXHIBIT B Summary of Pricing and Payment Schedule Software Assumptions(continued) DriverMate Assumptions Operational Review and Software Installation will be performed remotely. Training will utilize'train the trainer" training philosophy. Licensee is responsible for providing Xgate server hardware, space,power,network connectivity, and a dedicated(always on)high speed internet connection. Licensee is responsible for providing access to the Xgate server via the internet to support remote troubleshooting/support. Licensee is responsible for configuration of router/firewall to allow two-way IP based communications with mobile devices. Licensee is responsible for public data network activations and monthly airtime subscriptions for each vehicle. Licensee is responsible for installing and maintaining in-vehicle tablets. Licensee is responsible for third party interface fees to any other in-vehicle equipment. EXHIBIT C Statement of Work: NovusDR This Document defines the implementation Services to be provided by TripSpark for the Licensee,as well as the roles and responsibilities of the Licensee's staff and resources. Unless otherwise indicated,TripSpark will provide `standard' implementation Services (project management, operational review,testing, installation,training, etc.) as defined by TripSpark. Any Services beyond what is defined in this Document will be considered out of scope, and a change order outlining any additional costs will be required. Any additional costs uncovered from a change order will be the responsibility of the Licensee. All implementation Services, materials, and training will be provided in English,unless otherwise stated. Overview This implementation involves the following high-level tasks: • Operational Review • Software Installation and Configuration • Data Load& Development • Training • User Acceptance Testing • Go-Live Support Operational Review The operational review will involve a series of meetings and conference calls with Licensee's project team to discuss the business requirements. The goal of the operational review is to: • Review Licensee business requirements and operational needs • Review business processes to identify any takeaways that require mitigate strategies • Provide any sample marketing materials that the Licensee may be able to use • Review the Scope of Work and finalize project timelines and the project plan • Review application functionality • Current operational environment(policies/procedures) as they relate to the trip booking, scheduling and dispatching processes. • Testing and Training requirements The outcome is an Operational Review Document(ORD)outlining the understanding gained from the meetings, identifying the deliverables, and the timing for the implementation as mutually agreed upon by the parties. The TripSpark Project Manager(PM)will coordinate a meeting with the Licensee's project team to review the initial 23 responses to the Operational Review Document within approximately five(5) days of delivery by TripSpark. Software Installation and Configuration TripSpark will install the Software in TripSpark's hosted environment. The Software will be installed once (1)within the test environment. TripSpark will also provide assistance with transitioning the Software to the production environment. Data Load & Configuration During the training process, ancillary data will need to be developed so that the Software will function in accordance with the Operational Review Document. This will confirm that all required elements are present and configured as outlined in the Operational Review Document. Licensee will be responsible for developing this data,with the supervision of the TripSpark technical expert. Importing data can be done via import scripts. The Software has an integrated Client Import Job and Location Import Job which allows Licensee to import their client and location data into the Software. The import files must be in CSV file format in TripSpark's required format.However,the format is fairly flexible and as long as the data is in good shape the import process is relatively simple. Data development will be required under the following categories: • Client Registration • Eligibility • Booking • Pricing • Organizations • Services • Runs • Scheduling • Employees • Vehicles Training Training provided will be based on TripSpark standard training agendas. Training methodology follows a train-the trainer approach. Training sessions will vary in length depending on topic. Training will be provided remotely, utilizing Zoom as the preferred platform. Each session can be attended by up to six(6) employees. • Up to four(4) days of Booking and Scheduling Training • Up to four(4) days of Operations Training • Up to one (1) day of Training in the Administrative functions of the Software. • Up to two (2) days of Standard Report Training In addition to training, TripSpark will provide one (1) digital copy of all available user Documentation. Licensee is free to create copies of the provided Documentation for their users. Users will also have access to recorded training videos and online sessions provided through mytripspark.com, as described in our standard support Documentation. Licensee's resources are encouraged to participate in all training sessions related to their field, as outlined in the Operational Review. For remotely accessed training sessions attendees will require: • Networked computer with access to the internet • Necessary Software (i.e. WebEx Licensee) installed and ready to go • For groups in a single room, LCD projector to display the material and computers per student with access to the test environment 24 • Telephone or headset and microphone for audio portion • If the items above are not available, TripSpark will work with Licensee to identify alternative arrangements. User Acceptance Testing The final phase of the implementation will be acceptance testing. This involves Licensee utilizing the Software in the test environment to ensure the Software functions as specified in the Documentation. We estimate the duration of user acceptance for this implementation to be approximately two (2)weeks. Go-Live Go Live is critical to ensure the solution is adopted and used properly by staff, as often issues are not discovered until using a live environment with real-time conditions and situations. TripSpark will provide up to approximately five (5) days of Go Live support as part of this SOW. Software Acceptance Period The final phase of the implementation will be Software Acceptance testing while Software is in Production. The Software Acceptance period is expected to be approximately ten(10)business days. Upon completion of Software Acceptance, Licensee will be eligible to go into TripSpark's Customer Care program. Transition to Customer Care Following Software Acceptance TripSpark will schedule a Transition meeting with the Licensee to discuss ongoing Customer Care support. TripSpark Resource Responsibilities TripSpark will provide Project Management and Off-Site Support of NovusDR at Licensee. These Services will consist of the following: • The TripSpark PM will provide bi-weekly reports to Licensee's PM. These reports will be based on TripSpark standards and will consist of, project team information, current status and next steps. • For the duration of the implementation the TripSpark technical product expert will be available for consultation off-site via phone or email. • Acting as a single point of contact at TripSpark, managing deliverables, running weekly conference calls, and managing Documentation • Issue escalation and resolution plans Licensee Resource Responsibilities If Licensee causes delays by not adhering to the below responsibilities and requirements listed in this SOW, and these delays result in additional Service work being incurred by TripSpark, then TripSpark reserves the right to charge Licensee additional Services fees, which shall be the responsibility of the Licensee. The table below identifies the resource requirements for the Licensee. Resource Description Time Dedication Tasks Project Manager The project 20% of time for o Coordinate the scheduling of all of the manager duration of Licensee's resources. coordinates all project. efforts between o Coordination of conference calls and Licensee and meetings, as required. TripSpark o Prepare training facilities and coordinate training sessions. o Coordinate completion of data development. 2.9 Resource Description Time Dedication Tasks o Coordinate completion of user acceptance testing. Subject Matter Someone with 75% of time for o Participation in the completion of the Expert intimate duration of knowledge of the project. Operational Review. processes and o Participation in all training sessions. procedures o Assist PM with completion of user acceptance testing and data development. System 25% of their time o Procure and configure hardware to a Administrator for the duration TripSpark Ready specification as per each of the project. Software product's Tech Sheet (where available). o Participate in System Administration training o Provide TripSpark Remote Desktop (RDP) over secured Virtual Private Network (VPN) access to servers where NovusDR and NovusDR databases will be installed. Testers Responsible for 50% of their time o Execute user acceptance testing. user acceptance during the testing testing phase of the project. End Users 50% of their time o Participate in end user training. during the training and transition phase of the project. Timeline This implementation can be completed within approximately four(4) months from the kickoff call with Licensee. During the operational review, a project plan will be prepared for each Software module. Assumptions The key assumptions that TripSpark has employed while determining the level of effort involved with this implementation are presented below: • Bing maps will be used within the core algorithm for routing and scheduling purposes and consists of the following o Geocode or reverse geocode transactions will be charged at a cost of$0.01 per transaction. Charges are invoiced quarterly on an on-going basis. Such variable costs are subject to change without notice. o The Bing map solution supports street routing and triangulation for calculating booking distance, however only triangulation for scheduling distance is used due to transaction costs and performance associated with running multiple scheduling scenarios. • Data loading will be completed for Clients, Common Locations, Landmarks, and Client Registered Addresses. • No more than four(4) super users will receive Booking and Scheduling Training 26 • No more than six(6) reservationists and six(6) dispatchers will receive Operations Training • Software will be delivered `off the shelf • Microsoft SQL will be used for the database 27 EXHIBIT C Statement of Work: Novus COM The following information defines the implementation Services to be provided by TripSpark for the Novus COM Software as well as the effort that will be required from Licensee staff and resources. Unless otherwise indicated, TripSpark will provide `standard' implementation Services (project management, operational review, testing, installation, training, etc.) as defined by TripSpark. Any special requirements will be considered a change request and processed through our standard change request system. Overview THIS IMPLEMENTATION INVOLVES THE FOLLOWING HIGH LEVEL TASKS: 1. Operational Review/Configuration of COM Functionality 2. Software Installation 3. NOVUS COM End User Training 4. Project Management and Offsite Support Timeframe This implementation can be completed within approx. two (2) months from the kickoff call with Licensee assuming NOVUS-DR is already in live use. TripSpark Implementation Services The implementation Services below will be provided by TripSpark. All implementation Services, materials and training will be provided in English,unless otherwise stated. Travel expenses (if applicable) have been quoted based on a minimum of 2 weeks' notice for travel dates. Insufficient travel notice will result in additional travel expenses being incurred by Licensee to cover the higher cost of last minute travel. Operational Review/Configuration of COM Functionality This phase will involve a series of meetings and conference calls with Licensee's project team to discuss the following items: Current operational environment(policies/procedures) as they relate to complaints. Software configuration(organizational security and workflow, etc.) Training requirements. Project timeline. An operational review document will be prepared outlining the understanding gained from the meetings, identifying the deliverables and timing for the implementation as mutually agreed upon by the parties("Operational Review Document"). The TripSpark Project Manager(PM)will coordinate a meeting with the Licensee's project team to review the initial responses to the Operational Review Document within five (5) days of delivery by TripSpark. Software Installation TripSpark will install the Software remotely in TripSpark's hosted environment. The Software will be installed once (1)within the test environment. TripSpark will also provide assistance with transitioning the Software to the production environment. Licensee must have a test environment at their facility that can be used for testing new versions of the Software. It is Licensee's responsibility to ensure adequate user testing is completed before implementation of the Software in a live environment. 28 Novus COM End User Training Training provided will be based on TripSpark standard training agendas. The training session will occur remotely via webex and can be attended by up to six (6) employees. ■ Up to four(4) hours of training is allocated for Novus COM Functionality In addition to training,TripSpark will provide one(1)digital copy of all available user Documentation. Licensee is free to create copies of the hard copy Documentation for their users. TripSpark will also provide printed and electronic material in the form of`quick reference guides' for certain aspects of the Software. Users will also have access to recorded training videos and online sessions provided through myTrip Spark.com, as described in our standard support Documentation. Project Management and Off-Site Support TripSpark will provide Project Management and Off-Site Support Services for up to two (2) months from the kickoff meeting with Licensee. These Services will consist of the following: ■ The TripSpark PM will provide bi-weekly reports to Licensee's PM. These reports will be based on TripSpark standards and will consist of project team information, current status and next steps. ■ For the duration of the implementation the TripSpark technical product expert will be available for consultation off-site via phone or email. ■ Up to four(4) hours of labour is allocated to create custom COM workflows for Licensee. ■ Acceptance testing support for up to eight(8)hours. Licensee Services The following tasks will be the responsibility of the Licensee. These items will need to be completed in order to support the introduction of the Software. Prior to any work being performed by TripSpark, Licensee will be required to execute the TripSpark license and maintenance agreements and as amended and provide an executed purchase order(PO) for the value of the project. Operational Review Licensee's staff will be required to participate in the Operational Review. In advance of the conference calls, Licensee's staff may be required to collect information and respond to a simple survey. Within five (5) days of delivering the operational review, the TripSpark PM will schedule a meeting to review the Operational Review Document. It's encouraged that Licensee review the Operational Review Document internally prior to the meeting. Training Licensee's resources are encouraged to participate in all training sessions related to their field, as outlined in the Operational Review. IDEAL TRAINING ENVIRONMENTS INCLUDE: Networked computer for each trainee, connected to the test environment. White board and markers LCD projector Acceptance Testing The final phase of the implementation will be acceptance testing. This involves Licensee utilizing the Software in the test environment to ensure the Software functions according to the Documentation. We estimate the duration of user acceptance for this implementation to be approximately two (2)weeks. High Level Roles and Responsibilities TripSpark is responsible for the following key tasks: Development, Testing & Delivery of the Software/ Services as defined in this Document Utilize an Issues Log (in Excel format) if required 29 Organize Status Meetings and provide minutes if part of this scope of work Prompt delivery of sign off forms for each delivery item Prompt invoicing for each delivery item Licensee is responsible for the following key tasks: Utilize an Issues Log (in Excel format)provided by TripSpark if required related to this scope of work only. Other issues are to be managed via Customer Care as applicable. Attend Status Meetings if part of this scope of work. Prompt return of sign off forms and payment of invoices. Disseminate project status to the internal project team including project sponsors Assumptions - Software will be delivered 'off-the-shelf. - The existing network, hardware and Software configuration will be re-used for this implementation. - Novus DR must already be in production use. - Microsoft SQL will be used for the database. - It is assumed this Software will take advantage of existing TripSpark infrastructure, data sources and Software unless otherwise stated. 30 EXHIBIT C Statement of Work: Novus Friendly Fixed Route (FFR) The following information defines the implementation Services to be provided by TripSpark for the Novus Friendly Fixed Route Software as well as the effort that will be required from Licensee staff and resources. Unless otherwise indicated, TripSpark will provide `standard' implementation Services (project management, operational review, testing, installation, training, etc.) as defined by TripSpark. Any special requirements will be considered a change request and processed through our standard change request system. Overview Novus friendly fixed route is functionality within Novus-DR that adds the ability to create, manage, and schedule to deviated fixed routes. This allows an agency to: 1. Create simple deviated fixed route stop patterns, and also clone the patterns plus set the headway 2. Display the routes side by side with regular paratransit routes 3. Schedule passenger trips to the routes where applicable 4. Track boarding and alighting count at stops, and report on this information THIS IMPLEMENTATION INVOLVES THE FOLLOWING HIGH LEVEL TASKS: 5. Operational Review/Configuration of Functionality 6. Software Installation 7. End User Training 8. Project Management and Offsite Support Timeframe This implementation can be completed within approx. two (2) months from the kickoff call with Licensee assuming NOVUS-DR is already in live use. TripSpark Implementation Services The implementation Services below will be provided by TripSpark. All implementation Services, materials and training will be provided in English,unless otherwise stated. Travel expenses (if applicable) have been quoted based on a minimum of 2 weeks' notice for travel dates. Insufficient travel notice will result in additional travel expenses being incurred by Licensee to cover the higher cost of last minute travel. Operational Review/Configuration of Functionality This phase will involve a series of meetings and conference calls with Licensee's project team to discuss the following items: Current operational environment(policies/procedures) as they relate to fixed route functionality. Software configuration (organizational security and workflow, etc.) Training requirements. Project timeline. An operational review document will be prepared outlining the understanding gained from the meetings, identifying the deliverables and timing for the implementation as mutually agreed upon by the parties ("Operational Review Document"). The TripSpark Project Manager (PM) will coordinate a meeting with the Licensee's project team to review the initial responses to the Operational Review Document within five(5)days of delivery by TripSpark. 31 Software Installation TripSpark will install the Software remotely in TripSpark's hosted environment. The Software will be installed once (1) within the test environment. TripSpark will also provide assistance with transitioning the Software to the production environment. Licensee must have a test environment at their facility that can be used for testing new versions of the Software. It is Licensee's responsibility to ensure adequate user testing is completed before implementation of the Software in a live environment. End User Training Training provided will be based on TripSpark standard training agendas. The training session will occur remotely via webex and can be attended by up to six(6) employees. ■ Up to eight (8) hours of remote training is allocated for Novus Friendly Fixed Route Functionality In addition to training,TripSpark will provide one(1)digital copy of all available user Documentation. Licensee is free to create copies of the hard copy Documentation for their users. TripSpark will also provide printed and electronic material in the form of`quick reference guides' for certain aspects of the Software. Users will also have access to recorded training videos and online sessions provided through myTrip Spark.com, as described in our standard support Documentation. Project Management and Off-Site Support TripSpark will provide Project Management and Off-Site Support Services for up to two (2) months from the kickoff meeting with Licensee. These Services will consist of the following: ■ The TripSpark PM will provide bi-weekly reports to Licensee's PM. These reports will be based on TripSpark standards and will consist of project team information, current status and next steps. ■ For the duration of the implementation the TripSpark technical product expert will be available for consultation off-site via phone or email. ■ Project management of up to two (2) days. ■ Acceptance testing support for up to eight (8) hours. Licensee Services The following tasks will be the responsibility of the Licensee. These items will need to be completed in order to support the introduction of the Software. Prior to any work being performed by TripSpark, Licensee will be required to execute the TripSpark license and maintenance agreements and as amended and provide an executed purchase order(PO) for the value of the project. Operational Review Licensee's staff will be required to participate in the Operational Review. In advance of the conference calls, Licensee's staff may be required to collect information and respond to a simple survey. Within five (5) days of delivering the operational review, the TripSpark PM will schedule a meeting to review the Operational Review Document. It's encouraged that Licensee review the Operational Review Document internally prior to the meeting. Training Licensee's resources are encouraged to participate in all training sessions related to their field, as outlined in the Operational Review. IDEAL TRAINING ENVIRONMENTS INCLUDE: Networked computer for each trainee, connected to the test environment. White board and markers LCD projector Acceptance Testing The final phase of the implementation will be acceptance testing. This involves Licensee utilizing the Software in the test environment to ensure the Software functions according to the Documentation 32 We estimate the duration of user acceptance for this implementation to be approximately two (2)weeks. High Level Roles and Responsibilities TripSpark is responsible for the following key tasks: Development, Testing & Delivery of the Software/ Services as defined in this Document Utilize an Issues Log (in Excel format) if required Organize Status Meetings and provide minutes if part of this scope of work Prompt delivery of sign off forms for each delivery item Prompt invoicing for each delivery item Licensee is responsible for the following key tasks: Utilize an Issues Log (in Excel format)provided by TripSpark if required related to this scope of work only. Other issues are to be managed via Customer Care as applicable. Attend Status Meetings if part of this scope of work. Prompt return of sign off forms and payment of invoices. Disseminate project status to the internal project team including project sponsorsAssumptions The key assumptions that TripSpark has employed while determining the level of effort involved with this implementation are presented below. - Software will be delivered `off-the-shelf. - The existing network, hardware and Software configuration will be re-used for this implementation. - Novus DR must already be in production use. - Microsoft SQL will be used for the database. - It is assumed this Software will take advantage of existing TripSpark infrastructure, data sources and Software unless otherwise stated. 33 EXHIBIT C Statement of Work: Passenger Portal This document defines the implementation Services to be provided by TripSpark for the Licensee, as well as the roles and responsibilities of the Licensee's staff and resources. All implementation Services will be provided remotely, unless otherwise stated. Unless otherwise indicated,TripSpark will provide `standard' implementation Services (project management, operational review,testing,installation,training, etc.) as defined by TripSpark. Any Services beyond what is defined in this document will be considered out of scope, and a Change Order will be required. Any additional costs uncovered from a Change Order will be the responsibility of the Licensee,work related to the Change Order will not commence until after Software Acceptance for this project.All implementation Services,materials, and training will be provided in English,unless otherwise stated. Overview This implementation involves the following high-level tasks: 1. Operational Review 2. Software Installation and Configuration 3. Training 4. User Acceptance Testing 5. Go-Live 6. Post Go-live Licensee care Product Description Passenger Portal is an add-on module to TripSpark's demand response and medical products. It provides an on- line portal that allows passengers to view, book, schedule, and cancel their own bookings. Specific functionality consists of: 1. Passenger Portal Core Software: a. Passenger account management(backend Software) b. Passenger profile management c. Ability to view details of existing passenger bookings online d. Ability to add and edit bulletins that passengers can view upon login e. Help tab which displays common information that will be useful for passengers f. Ability to add custom menu links g. Administrator Settings to customize website settings and look and feel 2. Passenger Information: a. Upcoming Trips View— see current trip status and imminent arrival time b. View location of bus on a map (when agency has MDTs or Tablets) c. "I am Ready"button to notify dispatch of pending "Will Calls" 3. Trip Booking: a. Book a new trip a. Book a one way or return trip for a single date b. Request a recurring subscription trip c. Enter in all relevant trip details: date, time, addresses, comments, mobility aids, space types, and additional passengers d. Review trip details before requesting booking e. Ability for the trip to be booked or scheduled depending on agency configuration 4. Trip Review screen a. Cancel existing bookings b. Create a new booking from an existing booking 34 5. Payment Integration: a. Ability for a passenger to add funds to a pre-paid account via credit/debit card. b. Ability for a passenger to view transaction details. c. This module will interact with the pre-paid faring functionality within Novus. d. This functionality is only available to the passengers directly; delegates cannot manage funds on their behalf. Operational Review The operational review will involve a series of meetings and conference calls with Licensee's project team to discuss the business requirements. The goal of the operational review is to: • Review Licensee business requirements and operational needs • Review business processes to identify any takeaways that require mitigation strategies • Provide any sample marketing materials that the Licensee may be able to use • Review the Scope of Work The outcome is an Operational Review Document (ORD) outlining the understanding gained from the meetings, identifying the deliverables, and the timing for the implementation as mutually agreed upon by the parties. Software Installation and Configuration Back Office TripSpark will install the Software remotely in TripSpark's hosted environment. The Software will be installed once (1) within the test environment. TripSpark will also provide assistance with transitioning the Software to the production environment. Licensee must have a test environment at their facility that can be used for testing new versions of the Software. It is Licensee's responsibility to ensure adequate user testing is completed before implementation of the Software in a live environment. SSL Configuration TripSpark will assist the Licensee with SSL configuration provided the Licensee has purchased an SSL certificate and already has a web domain available. TripSpark will assist the Licensee with the SSL setup. Licensee is responsible for procuring their own web domain as well as an SSL certificate. Training Training provided will be based on TripSpark standard training agendas. Training methodology follows a train-the trainer approach. Training sessions will vary in length depending on topic. Training will be provided remotely, utilizing Zoom as the preferred platform. Each session can be attended by up to six(6) employees. After each training session, Licensee may be required to complete project work assignments that pertain to training material just covered and that are relevant to the operational characteristics of Passenger Portal at Licensee location. Upon progression from each session to the next session is dependent upon diligent completion of project work assignments, by Licensee, resulting from the previous training session. Each session builds upon mastery of material covered at the previous session. ■ Up to four(4) hours of remote system administrator training ■ Up to four(4) hours of remote advanced functionality training ■ Up to one (1) day of remote training for users who will interact with Web via the Novus/PASS user interface ■ Up to four(4) hours of remote training on the Payment Integration Software 35 In addition to training, TripSpark will provide one (1) digital copy of all available user Documentation. Licensee is free to create copies of the Documentation for their users. Users will also have access to recorded training videos and online sessions provided through myTripSpark.com, as described in our standard support Documentation. Licensee's resources are encouraged to participate in all training sessions related to their field. For remotely accessed training sessions attendees will require: • Networked computer with access to the internet • Necessary Software (i.e. WebEx Licensee) installed and ready to go • For groups in a single room, LCD projector to display the material and computers per student with access to the test environment • Telephone or headset and microphone for audio portion • If the items above are not available, TripSpark will work with Licensee to identify alternative arrangements. User Acceptance Testing (UAT) The final phase of the implementation will be user acceptance testing. This involves Licensee utilizing the Software in the test environment to ensure the Software functions as specified in the Documentation. It is estimated that User Acceptance Testing should take up to approximately two (2)weeks. TripSpark will be available for support during this time if configuration changes are required. Licensee is responsible for creating use cases that best demonstrate common business processes in order to ensure testing is appropriately covering real business situations. TripSpark will provide UAT templates created for general use which can be adapted by Licensee for Licensee's operationally specific use. Upon completion of the UAT, TripSpark and the Licensee will mutually agree upon a Soft Launch Go-Live date. Go-Live Support Soft Launch Go-Live Before releasing the Passenger Portal for all passengers, we recommend asking a select group of passengers to test the website and assist with an additional round of troubleshooting. Basic testing for this group would include: • Testing the registration process • Viewing previous and upcoming trips • Booking new trips online • Any other feedback to enhance the functionality of the system TripSpark will be available for support during this time if configuration changes are required. Full Launch Go-Live Upon completion of Soft Launch, the Licensee can now invite all passengers to enroll and access the site. TripSpark will be available for support during this time if configuration changes are required. Software Acceptance Period The final phase of the implementation will be Software Acceptance testing while Software is in Production. The Software Acceptance period is expected to be approximately ten (10)business days as outlined in the Software Acceptance section of this Agreement. Upon completion of Software Acceptance, Licensee will be eligible to go into TripSpark's Licensee care program. Transition to Licensee Care Following Software Acceptance TripSpark will schedule a Transition meeting with the Licensee to discuss 36 ongoing Licensee Care support. When Licensee is in Licensee care, Licensee will be eligible for upgrades, 24/7 support, webinars, etc. subject to TripSpark's Licensee Care policies. TripSpark Resource Responsibilities TripSpark will provide Project Management and Off-Site Support of the Passenger Portal application at Licensee. These Services will consist of the following: ■ The TripSpark Project Manager will provide bi-weekly reports to Licensee's Project Manager. These reports will be based on TripSpark standards and will consist of;project team information, current status and next steps. ■ For the duration of the implementation the TripSpark technical product expert will be available for consultation off-site via phone or email. Licensee's Resource Responsibilities If Licensee causes delays by not adhering to the below responsibilities and requirements listed in this SOW, and these delays result in additional Service work being incurred by TripSpark, then TripSpark reserves the right to charge Licensee additional Services fees, which shall be the responsibility of the Licensee. The table below identifies the resource re uirements for the Licensee Resource Description Time Dedication Tasks Project Manager The project 20% of time for o Coordinate the scheduling of all the manager duration of Licensee's resources. coordinates all project. efforts between o Coordination of conference calls and Licensee and meetings, as required. TripSpark o Prepare training facilities and coordinate training sessions o Coordinate completion of data development o Coordinate completion of user acceptance testing. Subject Matter Someone with 75% of time for o Participation in the completion of the Expert intimate duration of knowledge of the project. Operational Review. processes and o Participation in all training sessions. procedures o Assist PM with completion of user acceptance testing and data development. System 25% of their time o Procure and configure hardware to a Administrator for the duration TripSpark Ready as per each Software of the project. product's Tech Sheet(where available). o Participate in System Administration training. o Provide TripSpark Remote Desktop (RDP) over secured Virtual Private Network (VPN) access to servers where Novus and Novus databases will be installed. 37 Resource Description Time Dedication Tasks Testers Responsible for 50% of their time o Execute user acceptance testing. user acceptance during the testing testing phase of the project. End Users Examples: 50% of their time o Participate in end user training. Dispatchers, during the Schedulers, training and Reservationists transition phase of the project. Timeline The Services as outlined in this document can be completed within approximately three (3) months from the Operational Review. During the Operational Review, a project plan will be prepared for this Software module. Assumptions - Licensee is responsible for the purchase and installation of any required server hardware and Microsoft SQL databases, SQL must be used for the database. (servers shall be preconfigured to TripSpark's specifications) - Software will be delivered 'off-the-shelf. Off the shelf means: - Software will be installed"as-is" (no customizations) and existing functionality within the Software will be used or adapted for the needs of this project. Feature requests or improvements will be considered after Software Acceptance for this project is completed. - It is assumed this Software will take advantage of existing TripSpark infrastructure, data sources and Software unless otherwise stated - Licensee is responsible for providing a server for their test environment and production environment - Licensee will provide physical servers or VMs that meet TripSpark's minimum hardware specifications and network diagram that will be provided at the project Operational Review. If Licensee chooses to use VMs Licensee will be solely responsible for setting up, maintaining, diagnosing, or troubleshooting VMs. - TripSpark does not provide any custom web markup or web design outside of items that can be configured in the administration pages. - Licensee is required to sign up and set up billing for their own Google account, in order to obtain a Google Maps Key - The Feedback functionality of Passenger Portal can only function if the Licensee has acquired Novus-COM - Passenger Portal is available in English and Spanish. Licensee will be responsible for providing translations for the Software. - Unless noted otherwise, Stripe will be used as the Payment Service Provider(PSP). The Licensee will be responsible for signing up for a Stripe account. - Payment Integration requires Novus-DR/MED version 4.0 or later. ADA compliance for public (passenger) facing web, Passenger Portal is designed to meet or exceed WCAG 2.1 AA standards. 38 39 EXHIBIT C Statement of Work: Notifications (Outbound) This Document defines the Services to be provided by TripSpark for the Licensee, as well as the roles and responsibilities of the Licensee's staff and resources. All Services will be provided remotely,unless explicitly stated otherwise. Unless otherwise indicated,TripSpark will provide `standard' implementation Services(project management, operational review,testing, installation,training, etc.) as defined by TripSpark. Any Services beyond what is defined in this Document will be considered out of scope, and either an Amendment to the contract or a Work Order will be required.Any additional costs uncovered from the scope changes will be the responsibility of the Licensee. Work related to the scope changes will not commence until after Software Acceptance for this project. All implementation Services,materials, and training will be provided in English,unless otherwise stated. Overview This implementation involves the following high-level tasks: • Operational Review • Software Installation and Configuration • Training • User Acceptance Testing • Go-Live Support Product Description Notifications is an add-on module to TripSpark's demand response and medical products. The Notifications Software consists of a Service and a configuration/monitoring application. The Notifications Service communicates with Novus on the internal network, as well as cloud-based services to send/receive calls and text messages. Specific functionality consists of- 1. £1. Outbound Functionality a. Next day trip reminders with ability to confirm/cancel via touch tone b. Imminent arrival notifications c. No show notifications d. Trip booking confirmations e. Mass notifications f. Account Balance notifications if enabled g. Provider notifications for trips cancelled in Novus if enabled Operational Review The operational review will involve a series of meetings and conference calls with the Licensee's project team to discuss the business requirements. The goal of the operational review is to: • Review Licensee business requirements and operational needs • Review business processes to identify any takeaways that require mitigation strategies • Provide any sample marketing materials that the Licensee may be able to use • Review the Scope of Work The outcome is an Operational Review Document(ORD) outlining the understanding gained from the meetings, identifying the deliverables, and the timing for the implementation as mutually agreed upon by the parties. 40 Software Installation and Configuration TripSpark will install the Software remotely in TripSpark's hosted envirnment. The Software will be installed once(1) within the test environment. TripSpark will also provide assistance with transitioning the Software to the production environment. The Licensee may be required to add/modify port filtering rules in their firewall,to facilitate the communication between Novus,the Notifications Service, and cloud-based services with TripSpark support as required. The Licensee must have a test environment at their facility that can be used for testing new versions of the Software. The Licensee's test environment must include a test version of Novus(complete with its database)that is configured the same way as in the production environment. It is the Licensee's responsibility to ensure adequate user testing is completed before implementation of the Software in a live environment. It is also the Licensee's responsibility to ensure that all tests are performed with test Voice/SMS numbers -not numbers of their actual Licensees. Training Training provided will be based on TripSpark standard training agendas. Training methodology follows a train-the trainer approach. Training sessions will vary in length depending on topic. Training will be provided remotely, utilizing Zoom as the preferred platform. Each session can be attended by up to six(6) employees. • Up to four(4) hours of Remote System Administrator Training, consisting o£ o Configuration and maintenance of administrative functions in the Notifications interface related to Notification Types, Communication Modes, Agency Information, Notifications, Licensee Configuration, Email/Voice/SMS Parameters • Up to four(4) hours of Remote Advanced Functionality and User Training, consisting of: o User training for front line staff, including overview of Notifications, types of messaging and what is required in Novus in order to trigger notifications In addition to training, TripSpark will provide one (1) digital copy of all available user documentation. Licensee is free to create copies of the provided documentation for their users. Users will also have access to recorded training videos and online sessions provided through mytripspark.com, as described in our standard support documentation. Licensee's resources are encouraged to participate in all training sessions related to their field, as outlined in the Operational Review. For remotely accessed training sessions attendees will require: • Networked computer with access to the internet • Necessary Software (i.e. WebEx Licensee) installed and ready to go • For groups in a single room, LCD projector to display the material and computers per student with access to the test environment • Telephone or headset and microphone for audio portion • If the items above are not available, TripSpark will work with Licensee to identify alternative arrangements. User Acceptance Testing(UAT) Licensee must complete testing of Notifications with internal testing accounts using local or agency phone numbers. It is estimated that User Acceptance Testing should take up to approximately two (2)weeks. TripSpark will be available for support during this time if configuration changes are required. Licensee is responsible for creating use cases that best demonstrate common business processes in order to ensure testing is appropriately covering real business situations. TripSpark will provide UAT templates created for general use which can be adapted by Licensee for Licensee's operationally specific use. 41 Upon completion of the UAT, TripSpark and the Licensee will mutually agree upon a Soft Launch Go-Live date. Go-Live Support Soft Launch Go-Live Licensee should enroll an ideal sample population of passengers in Notifications for a pilot run. These passengers are expected to provide quality feedback and thoroughly communicate their experiences. TripSpark will be available for support during this time if configuration changes are required. Full Launch Go-Live Upon completion of Soft Launch for Notifications, you can now enroll all passengers at their discretion. TripSpark will be available for support during this time if configuration changes are required. Note: TripSpark highly discourages mass enrolments, in order to maintain HIPAA compliance. The recommended method is an opt-in approach where users can confirm phone numbers and email addresses prior to any notifications being sent. Software Acceptance Period The final phase of the implementation will be Software Acceptance testing while Software is in Production. The Software Acceptance period is expected to be approximately ten (10)business days. Upon completion of Software Acceptance, Licensee will be eligible to go into TripSpark's Customer Care program. Transition to Customer Care Following Software Acceptance TripSpark will schedule a Transition meeting with the Licensee to discuss ongoing Customer Care support. When Licensee is in customer care, Licensee will be eligible for upgrades, 24/7 support, webinars, etc. subject to TripSpark's Customer Care policies. TripSpark Resource Responsibilities TripSpark will provide Project Management and Off-Site Support of the Notifications application at Licensee. These Services will consist of the following: • The TripSpark PM will provide bi-weekly reports to Licensee's PM. These reports will be based on TripSpark standards and will consist of project team information, current status, and next steps. • For the duration of the implementation the TripSpark technical product expert will be available for consultation off-site via phone or email. Licensee Resource Responsibilities If Licensee causes delays by not adhering to the below responsibilities and requirements listed in this SOW, and these delays result in additional Service work being incurred by TripSpark, then TripSpark reserves the right to charge Licensee additional Services fees, which shall be the responsibility of the Licensee. The table below identifies the resource requirements for the Licensee. Resource Description Time Dedication Tasks Project Manager The project 20% of time for o Coordinate the scheduling of all of the manager duration of Licensee's resources. coordinates all project. efforts between o Coordination of conference calls and Licensee and meetings, as required. TripSpark o Prepare training facilities and coordinate training sessions. 42 Resource Description Time Dedication Tasks o Coordinate completion of data development. o Coordinate completion of user acceptance testing. Subject Matter Someone with 75% of time for o Participation in the completion of the Expert intimate duration of knowledge of the project. Operational Review. processes and o Participation in all training sessions. procedures o Assist PM with completion of user acceptance testing and data development. System 25% of their time o Procure and configure hardware to a Administrator for the duration TripSpark Ready specification as per each of the project. Software product's Tech Sheet (where available). o Participate in System Administration training o Provide TripSpark Remote Desktop (RDP) over secured Virtual Private Network (VPN) access to servers where Novus and Novus databases will be installed. Testers Responsible for 50% of their time o Execute user acceptance testing. user acceptance during the testing testing phase of the project. End Users 50% of their time during the o Participate in end user training. training and transition phase of the project. Timeline The Services as outlined in this Document can be completed within approximately three (3) months from the Operational Review. During the Operational Review, a project plan will be prepared for this Software module. Assumptions The key assumptions that TripSpark has employed while determining the level of effort involved with this implementation are presented below. - Licensee is responsible for the purchase and installation of any required server hardware and Microsoft SQL databases, SQL must be used for the database. (servers shall be preconfigured to TripSpark's specifications) - Software will be delivered 'off-the-shelf. Off the shelf means: - Software will be installed"as-is" (no customizations) and existing functionality within the Software will be used or adapted for the needs of this project. Feature requests or improvements will be considered after Software Acceptance for this project is completed. 43 Licensee is responsible for the payment of fees associated with their usage of the Notifications Software Notifications are in English and Spanish. Licensee will be responsible for providing translations for Notifications It is assumed this Software will take advantage of existing TripSpark infrastructure, data sources and Software unless otherwise stated Licensee is responsible for providing a server for their test environment and production environment Licensee will provide physical servers or VMs that meet TripSpark's minimum hardware specifications and network diagram that will be provided at the project Operational Review. If Licensee chooses to be use VMs Licensee will be solely responsible for setting up, maintaining, diagnosing, or troubleshooting VMs. 44 EXHIBIT C Statement of Work: Novus Client Import Tool The following information defines the Services to be provided by TripSpark for the Novus Client Import Tool for OCTS (Licensee). Unless otherwise indicated, TripSpark will provide `standard' Services (project management, operational review, testing, installation, training, etc.) as defined by TripSpark. Any special requirements will be considered a change request and processed through the change request system. In addition, it is assumed this SOW will take advantage of existing TripSpark infrastructure, data sources and systems unless otherwise stated. Overview THIS IMPLEMENTATION INVOLVES THE FOLLOWING HIGH LEVEL TASKS: 1. Implementation of the Novus Client Import Tool at Licensee site 2. Data field mapping and testing Licensee must have a test environment at their facility that can be used for testing new versions of the Software. It is Licensee's responsibility to ensure adequate user testing is completed before implementation of the Software in a live environment. TripSpark Implementation Services The specific implementation Services below will be provided by TripSpark. All implementation Services, materials and training will be provided in English,unless otherwise stated. Any Services not explicitly defined below are not included in this SOW and will incur additional charges. Travel expenses have been quoted based on a minimum of 2 weeks' notice for travel dates. Insufficient travel notice will result in additional travel expenses being incurred by Licensee to cover the higher cost of last minute travel. The TripSpark technical resource will complete the following tasks: Data will be imported from the source file supplied by Licensee. Basic data mapping from the source file to the database will be performed. The import will be configured to run on-demand. Client data will be added for new clients, updated clients and clients that need to be marked as inactive. After the initial import is developed, testing will be done to ensure the import is working as designed, and clients are being correctly imported according to the data map. Assumptions - Licensee must supply a copy of their input file for TripSpark to review and assist TripSpark with mapping of the fields. - The import described does not include any error checking—fields are imported straight into the database as mapped. - TripSpark is not responsible for any data corruption as a result of the database inserts. - SQL must be used for the database. 45 EXHIBIT C Statement of Work: DriverMate This document defines the implementation Services to be provided by TripSpark for the Licensee, as well as the roles and responsibilities of the Licensee's staff and resources. Unless otherwise indicated,TripSpark will provide `standard' implementation Services (project management, operational review,testing, installation,training, etc.) as defined by TripSpark. Any Services beyond what is defined in this document will be considered out of scope, and a change order outlining any additional costs will be required.Any additional costs uncovered from a change order will be the responsibility of the Licensee. All implementation Services, materials, and training will be provided in English,unless otherwise stated. Overview This implementation involves the following high-level tasks: • Operational Review • Software Installation and Configuration • Training • User Acceptance Testing • Hardware Pilot • Hardware Roll-Out • Go-Live Support Operational Review The operational review will involve a series of meetings and conference calls with Licensee's project team to discuss the business requirements. The goal of the operational review is to: • Review Licensee business requirements and operational needs • Review business processes to identify any takeaways that require mitigate strategies • Provide any sample marketing materials that the Licensee may be able to use • Review the Scope of Work and finalize project timelines and the project plan The outcome is an operational review document(ORD) outlining the understanding gained from the meetings, identifying the deliverables, and the timing for the implementation as mutually agreed upon by the parties. Software Installation and Configuration Back Office TripSpark will install the Software remotely in TripSpark's hosted environment. The Software will be installed once (1) within the test environment. TripSpark will also provide assistance with transitioning the Software to the production environment. Licensee must have a test environment at their facility that can be used for testing new versions of the Software. It is Licensee's responsibility to ensure adequate user testing is completed before implementation of the Software in a live environment. In-Vehicle TripSpark will train Licensee to load and configure the in-vehicle/remote Software. Training Training provided will be based on TripSpark standard training agendas. Training methodology follows a train-the trainer approach. Training sessions will vary in length depending on topic. Training will be provided remotely, utilizing Zoom as the preferred platform. Each session can be attended by up to six (6) employees. ■ Up to one (1) day of Driver Trainer Training 46 ■ Up to one (1) day of Dispatch Training ■ Up to four(4) hours of Training in the Administrative functions of the Software. In addition to training, TripSpark will provide one (1) digital copy of all available user documentation. Licensee is free to create copies of the provided documentation for their users. Users will also have access to recorded training videos and online sessions provided through mytripspark.com, as described in our standard support documentation. Licensee's resources are encouraged to participate in all training sessions related to their field, as outlined in the Operational Review. For remotely accessed training sessions attendees will require: • Networked computer with access to the internet • Necessary Software (i.e. WebEx Licensee) installed and ready to go • For groups in a single room, LCD projector to display the material and computers per student with access to the test environment • Telephone or headset and microphone for audio portion • If the items above are not available, TripSpark will work with Licensee to identify alternative arrangements. User Acceptance Testing The final phase of the implementation will be acceptance testing. This involves Licensee utilizing the Software in the test environment to ensure the Software functions according to the Documentation. We estimate the duration of user acceptance for this implementation to be approximately two (2)weeks. Pilot (Optional) The initial hardware phase of the project will involve the installation and commissioning of five (5)new in- vehicle units, configured to communicate with the TripSpark back-office products via a public cellular data network. Project team in collaboration with the Licensee determine to proceed with a full roll out of the vehicles for go live. Rollout The Licensee will install the hardware units on the remaining fleet. Go-Live Go Live is critical to ensure the solution is adopted and used properly by staff, as often issues are not discovered until using a live environment with real-time conditions and situations. TripSpark will provide up to approximately five (5) days of Go Live support as part of this SOW. Software Acceptance Period The final phase of the implementation will be Software Acceptance testing while Software is in Production. The Software Acceptance period is expected to be approximately ten(10)business days. Upon completion of Software Acceptance, Licensee will be eligible to go into TripSpark's Customer Care program. Transition to Customer Care Following Software Acceptance TripSpark will schedule a Transition meeting with the Licensee to discuss ongoing Customer Care support. TripSpark Resource Responsibilities TripSpark will provide Project Management and Off-Site Support of the DriverMate at Licensee. These Services will consist of the following: • The TripSpark PM will provide bi-weekly reports to Licensee's PM. These reports will be based on TripSpark standards and will consist of, project team information, current status and next steps. 47 • For the duration of the implementation the TripSpark technical product expert will be available for consultation off-site via phone or email. Licensee Resource Responsibilities If Licensee causes delays by not adhering to the below responsibilities and requirements listed in this SOW, and these delays result in additional Service work being incurred by TripSpark, then TripSpark reserves the right to charge Licensee additional Services fees, which shall be the responsibility of the Licensee. The table below identifies the resource requirements for the Licensee. Resource Description Time Dedication Tasks Project Manager The project 20% of time for o Coordinate the scheduling of all of the manager duration of Licensee's resources. coordinates all project. efforts between o Coordination of conference calls and Licensee and meetings, as required. TripSpark o Prepare training facilities and coordinate training sessions. o Coordinate completion of data development. o Coordinate completion of user acceptance testing. Subject Matter Someone with 75% of time for o Participation in the completion of the Expert intimate duration of knowledge of the project. Operational Review. processes and o Participation in all training sessions. procedures o Assist PM with completion of user acceptance testing and data development. System 25% of their time o Procure and configure hardware to a Administrator for the duration TripSpark Ready specification as per each of the project. Software product's Tech Sheet (where available). o Participate in System Administration training o Provide TripSpark Remote Desktop (RDP) over secured Virtual Private Network (VPN) access to servers where DriverMate and DriverMate databases will be installed. Testers Responsible for 50% of their time o Execute user acceptance testing. user acceptance during the testing testing phase of the project. End Users 50% of their time o Participate in end user training. during the training and transition phase of the project. 48 Timeline This implementation can be completed within approximately three (3) months from delivery of Tablet's at Licensee assuming Novus DR is already in operational use. During the operational review, a project plan will be prepared for each Software module. Assumptions The key assumptions that TripSpark has employed while determining the level of effort involved with this implementation are presented below: • Software will be delivered 'off-the-shelf'. • The Google map data set embedded in Android will be used for DriverMate. • Microsoft SQL will be used for the database 49 EXHIBIT C Statement of Work: Custom Reports This document defines the implementation services to be provided by TripSpark for the Licensee, as well as the roles and responsibilities of the Licensee's staff and resources. Unless otherwise indicated,TripSpark will provide `standard' implementation services (project management, operational review,testing, installation,training, etc.) as defined by TripSpark. Any services beyond what is defined in this document will be considered out of scope, and a work order or amendment outlining any additional costs will be required. Any additional costs uncovered from will be the responsibility of the Licensee. All implementation Services, materials, and training will be provided in English,unless otherwise stated. Overview This implementation involves the following high-level tasks: • Custom Report Development • Installation • User Acceptance Testing Custom Report Development It has been identified that Licensee requires custom reports to generate and print billing invoices for payment, as well as to enable data and billing reports. As such, TripSpark will design and develop a series of Custom Reports for Licensee to utilize. TripSpark and Licensee will meet to scope out the various reports and the individual requirements and fields. TripSpark has included thirty-two (32)hours' worth of development time, if the desired reports require more time to complete then additional costs will be incurred to the Licensee. Installation TripSpark will install the reporting package remotely on the Licensee's network. User Acceptance Testing Licensee must complete user testing of the reports, ensuring they meet the requirements as identified during the Custom Report Development stage of this implementation. Assumptions The key assumptions that TripSpark has employed while determining the level of effort involved with this implementation are presented below: - Licensee is responsible for the purchase and installation of any required server hardware and Microsoft SQL databases, SQL must be used for the database. (servers shall be preconfigured to TripSpark's specifications) - It is assumed this Software will take advantage of existing TripSpark infrastructure, data sources and software unless otherwise stated - Licensee is responsible for providing a server for their test environment and production environment - Custom reports do not include integration with NCTracks or any Yd party unless specified in this scope. - Custom reports are limited to the data available within the Novus DR data set. 50 EXHIBIT C Statement of Work: Rides on Demand This document defines the implementation services to be provided by TripSpark for the Licensee, as well as the roles and responsibilities of the Licensee's staff and resources. All implementation services will be provided remotely, unless otherwise stated. Unless otherwise indicated,TripSpark will provide `standard' implementation services (project management, operational review,testing,installation,training, etc.) as defined by TripSpark. Any services beyond what is defined in this document will be considered out of scope, and a Change Order will be required. All implementation services, materials, and training will be provided in English,unless otherwise stated. Overview This implementation involves the following high-level tasks: Operational Review 1. Custom Branding and User Agreements 2. Software Installation and Configuration 3. Training 4. User Acceptance Testing 5. Go-Live 6. Transition to Customer Care Product Description Rides on Demand is an add-on module to TripSpark's demand response solution(NovusDR) . Rides on Demand enables eligibility-based and non-eligibility-based riders the ability to make ride requests and track their journey via an iOS and Android compatible mobile application, which includes the following functionality: • Rider registration • Map functionality • Individual or group trip booking • Journey Summary's • Vehicle Tracking &Estimates Operational Review The operational review will involve a series of meetings and conference calls with the Licensee's project team to discuss the business requirements. The goal of the operational review is to: • Review the Licensee's business requirements and operational needs • Review business processes to identify any takeaways that require mitigation strategies • Provide available template marketing materials to Licensee • Review the Scope of Work The outcome is an operational review document(ORD) outlining the understanding gained from the meetings, identifying the deliverables, and the timing for the implementation as mutually agreed upon by the parties. Custom Branding and User Agreements TripSpark will work with the Licensee such that the Rides on Demand App Software will reflect their branding for the purposes of agency selection by the user within the app and when using the app for Licensee's services. Licensee must provide files that contain the necessary branding content that will help TripSpark create and maintain the branding. Licensee must provide TripSpark with the terms of use and the privacy policy specific to their service offered by the application. 51 Software Installation and Configuration Software Installation-Web API TripSpark will install the Software remotely on the Licensee's network. The Software will be installed once (1)within the test environment. TripSpark will also provide assistance with transitioning the Software to the production environment. The Licensee must have a test environment at their facility that can be used for testing new versions of the Software. It is the Licensee's responsibility to ensure adequate user testing is completed before implementation of the Software in a live environment. Configuration TripSpark will assist the Licensee in importing or configuring bus stops and travel zone rules within Novus. TripSpark will also assist the Customer in configuration for the following items: • Cancel Codes • Passenger Types • Seat Types • Violation Sets • Context Properties TripSpark will configure the following within the Rides on Demand App Software: • Connection information to the Licensee's environment • Configurable feature options Training Training provided will be based on TripSpark standard training agendas. Training methodology follows a train-the trainer approach. Training sessions will vary in length depending on topic. Training will be provided remotely, utilizing Zoom as the preferred platform. Each session can be attended by up to six(6) employees. After each training session, the Licensee may be required to complete project work assignments that pertain to training material just covered and that are relevant to the operational characteristics of Rides on Demand at Licensee location. Successful progression from each session to the next session is dependent upon diligent completion of project work assignments, by Licensee, resulting from the previous training session. Each session builds upon mastery of material covered at the previous session. • Up to four(4) hours of back office and dispatch training o This training will focus on changing configurable settings within the service type for both Rides on Demand and Novus • Up to four(4) hours of customer service training o This training will focus on providing the skillset to the Licensee's customer service team in order to support the Licensee's ridership with ongoing issues In addition to training, TripSpark will provide digital copies of all available user documentation. The Licensee is free to create copies of the documentation for their users. Users will also have access to recorded training videos and online sessions provided through myTripSpark.com, as described in our standard support documentation. The Licensee's resources are encouraged to participate in all training sessions related to their field. For remotely accessed training sessions attendees will require: • Networked computer with access to the internet • Telephone or headset and microphone for audio portion If the items above are not available, TripSpark will work with The Licensee to identify alternative arrangements. 52 User Acceptance Testing (UAT) UAT involves the Licensee utilizing the application alongside the back-office software in a test environment to ensure the Software functions as specified in the Documentation. It is estimated that User Acceptance Testing should take up to one (1) week. TripSpark will be available for support during this time if configuration changes are required. The Licensee is responsible to create use cases that best demonstrate common business processes in order to ensure testing is appropriately covering real business situations. TripSpark will provide UAT templates created for general use which can be adapted by the Licensee for the Licensee's operational specific use. Upon completion of the UAT, TripSpark and the Licensee will mutually agree upon a Soft Launch Go-Live date. TripSpark will add the new agency-specific service to the application via a menu hidden from the public. TripSpark will provide special access instructions (including passcode) for enabling the service menu to allow for the functionality to be tested before being released to the public. Go-Live Support Soft Launch Go-Live TripSpark will redirect the Web API to communicate with the Licensee's production environment. Before releasing Rides on Demand for all passengers, we recommend asking a select group of passengers to download and use the application and assist with an additional round of troubleshooting. Basic testing for this group would include: • Licensee registration • Trip booking • Trip processing • Accuracy of information provided to rider TripSpark will be available for support during this time if configuration changes are required. Full Launch Go-Live Upon completion of Soft Launch, the Licensee can now invite all passengers to register and access the application. TripSpark will be available for support during this time if configuration changes are required Application Acceptance The final phase of the implementation will be Application Acceptance testing while the Application is running with the back-office Software in Production. The TripSpark Rides on Demand App Software shall be deemed accepted by Licensee on soft launch go- live, as defined above. Customer Care Following Software Acceptance TripSpark will schedule a transition meeting with the Licensee to discuss ongoing Customer Care support. TripSpark Resource Responsibilities TripSpark will provide Project Management and Off-Site Support of the Rides on Demand application to the Licensee. These Services will consist of the following: ■ The TripSpark Project Manager will provide bi-weekly reports to the Licensee's Project Manager. These reports will be based on TripSpark standards and will consist of, project team information, current status, and next steps. ■ For the duration of the implementation the TripSpark technical product expert will be available for consultation off-site via phone or email. Licensee's Resource Responsibilities If the Licensee causes delays by not adhering to the below responsibilities and requirements listed in this SOW, and these delays result in additional service work being incurred by TripSpark, then TripSpark 53 reserves the right to charge the Licensee additional services fees, which shall be the responsibility of the Licensee. The table below identifies the resource re uirements for the Licensee: Resource Description Time Dedication Tasks Project Manager The project 20% of time for o Coordinate the scheduling of all the manager duration of Licensee's resources. coordinates all project. efforts between o Coordination of conference calls and the Licensee and meetings, as required. TripSpark o Prepare training facilities and coordinate training sessions o Coordinate completion of data development o Coordinate completion of user acceptance testing. Subject Matter Someone with 75% of time for o Participation in the completion of the Expert intimate duration of Operational Review. knowledge of the project. processes and o Participation in all training sessions. procedures o Assist PM with completion of user acceptance testing and data development. System 25% of their time o Procure and configure hardware to a Administrator for the duration TripSpark Ready as per each Software of the project. product's Tech Sheet(where available). o Participate in System Administration training. Testers Responsible for 50% of their time o Execute user acceptance testing. user acceptance during the testing testing phase of the project. End Users Examples: 50% of their time o Participate in end user training. Dispatchers, during the Schedulers, training and Drivers, transition phase Reservationists of the project. Timeline The services as outlined in this document can be completed within approximately three (3)months from the Operational Review. During the Operational Review, a project plan will be prepared for this Software module. Assumptions - TripSpark will not be providing customer service directly to the ridership for the Licensee. - Application will be delivered 'off-the-shelf. Off the shelf means: - Application will be delivered"as-is" (no customizations, only configurations) and existing functionality within the Application will be used or adapted for the needs of this project. 54 Feature requests or improvements will be considered after Application Acceptance for this project is completed. It is assumed this application will take advantage of existing TripSpark infrastructure, data sources, and software unless otherwise stated. Rides on Demand Software will be in English only. Rides on Demand Software application requires Novus version 4.9 or later. Other TripSpark Software components such as the software on the Licensee's mobile devices, and associated gateway software such as XGate, may need to be upgraded in tandem with Novus. Rides on Demand requires Ranger or DriverMate MDTs, if these are not in use then validation testing must be completed on whichever Yd party MDTs are in use. If development efforts are needed to work with the Yd party MDTs, then the Licensee is responsible for any costs incurred, assuming the 3rd party will work with TripSpark. TripSpark will publish the application to the Google Play and Apple App stores. TripSpark does not take responsibility for the services the Licensee is providing. Upon selecting a specific agency as allowed within the Rides on Demand App Software, Licensee own terms or disclaimer will come up. Licensee is responsible for marketing the Rides on Demand App to the public. Marketing may involve a public education campaign. Licensee shall have a Privacy Policy and Terms of Use that is compliant with both Apple App and Google Play stores. Licensee is responsible for all Licensee-configurable images and logos to be utilized in the Rides on Demand App Software and must have them scaled appropriately to size. Licensee is responsible for all charges incurred by using Google's API's as well as all charges incurred from Twillio for SMS notifications. - ADA compliance for public (passenger) facing mobile, Rides on Demand is designed to meet or exceed WCAG 2.1 AA standards. 55 EXHIBIT C Statement of Work: Hosting Set Up This document defines the implementation Services to be provided by TripSpark for Licensee as well as the roles and responsibilities of Licensee's staff and resources. Unless otherwise indicated, TripSpark will provide `standard' implementation Services (project management, operational review, testing, installation, training, etc.) as defined by TripSpark. Any services beyond what is defined in this document will be considered out of scope, and a change order outlining any additional costs will be required. Any additional costs uncovered from a change order will be the responsibility of the Licensee. All implementation Services, materials, and training will be provided in English,unless otherwise stated. Overview This implementation involves the following high-level tasks: 1. Project Management Services 2. Hosting Setup Services Software & Product List TripSpark will create hosted instances of the following Software: • NovusDR, DriverMate,Notifications, Passenger Portal & Rides on Demand Hosting Setup Services The TripSpark technical resource will: • Create the virtual machine and servers to facilitate the project • Create the required hosting user accounts and ensure users have appropriate access • Provide support during the Go-Live stage Licensee will: • Access and test the Software on the new server in preparation for Go-Live Timeline This project can typically be completed within six (6) to eight (8) weeks from kick off call. Assumptions The key assumptions that TripSpark has employed while determining the level of effort involved with this implementation are presented below: - This project assumes the software and databases are being migrated as-is, any software upgrades must occur prior to or after the services outlined in this scope of work - Licensee must provide TripSpark with remote access to servers as necessary - Licensee's Software environment has no customizations that will affect migration - TripSpark is providing a single production instance - Licensee must schedule required internal resources and personnel to be available to support the activities in the Detailed Scope section of the SOW - Pricing is based on a maximum of five (5)users accessing the products through individual logins, this is not five (5) concurrent users - Licensee is responsible for testing of the Software on the new server - Microsoft SQL will be used for the database 56 EXHIBIT D Hosting Services 1. OVERVIEW This Exhibit D describes the hosting services for the TripSpark Software under the Agreement("Hosting Services")to be provided by TripSpark,the respective responsibilities of the parties,the service level objectives("SLOs"),and the problem management process. 2. HOSTING SERVICES The general scope of services addressed by this Agreement includes the operation,maintenance, and support of the: • Database for the TripSpark Software hosted under this Agreement • Database security • Data Center server operation The scope of services specifically excludes operation and maintenance of the following: • Licensee hardware, including Licensee's servers, printers, network hardware (including routers and switches) and other Licensee site computing equipment • Licensee application Software • Licensee Local Area Networks("LAN") • Licensee network infrastructure for connecting to the Internet and to the TripSpark Data Center All Hosting Services will be provided by TripSpark to and for the Licensee's benefit in a manner that will meet the objectives outlined in the Service Level Objectives below. Support TripSpark Software Support for TripSpark Software includes the operating system, utilities, database Software, and all necessary licenses required to operate TripSpark Software as provided by TripSpark as part of the Hosting Services. Hardware Licensee shall provide telecommunications equipment, communication lines, and associated internet services for connection from Licensee's site to the Data Center. Database Instances TripSpark will maintain a single production database instance up to 50GB. This production database will provide the daily, real-time transaction data to the users. Internet Bandwidth TripSpark will provide up to 1Mbps pursuant this Agreement. Additional bandwidth is charged at the then current rate. Backups Full database backups, along with hourly transaction log backups, are done on a regular basis. Backup data is retained for 14 days. Hours of System Operations The TripSpark Software will be accessible and available to the Licensee and capable of all normal operating functions 24 hours a day, seven days a week except for periods of scheduled maintenance and previously approved outages. TripSpark will not be held responsible for inaccessibility arising from communications problems occurring anywhere beyond the TripSpark side of the router resident at the Data Center,nor will these hours of unavailability be counted as unavailable. Data Center Maintenance TripSpark will complete routine maintenance on the TripSpark Software systems quarterly. TripSpark will provide at least seven(7)business days' notice of these planned outages. If TripSpark is required to perform additional maintenance outside of the scheduled maintenance window,it will notify the Licensee via email of its request. The Licensee and TripSpark will mutually agree on the downtime, which will then be considered a period of scheduled maintenance. 57 Travel Expense In addition to the fees set forth above, if TripSpark is required by Licensee to attend and perform Services on-site,Licensee shall reimburse TripSpark for air fare,meals,ground transportation,and other reasonable travel and living expenses incurred by TripSpark in support of this Agreement during provision of support services at the Licensee site. 3. SERVICE LEVEL OBJECTIVES These Service Level Objectives are intended to provide an understanding of the level of service to be delivered by TripSpark for the Hosting Services specified in this Exhibit D. The service levels set forth below apply to the Hosting Services provided by TripSpark under this Agreement. AVAILABILITY TripSpark will use commercially reasonable efforts to provide Hosting Services with an average of 95% Availability (as such term is hereinafter defined) for each quarter during the Term. For purposes of the Agreement, "Availability" during any quarter refers to an Authorized User's ability to log into the TripSpark Software during such quarter, and will be calculated in accordance with the following formula: x=(y-z)/y * 100 Where, • "x"is the Availability of the Software during the quarter; • "y"is the total number of hours in such quarter minus the number of hours during such quarter that the Licensee is unable to log into the TripSpark Software because of(a)regularly scheduled maintenance windows for the TripSpark Software and for times in which Licensee has been notified in writing (including e-mail) by TripSpark in advance thereof, (b) a Force Majeure Event; (c) non-performance of hardware, TripSpark Software,ISP connections,and other equipment that is not provided by TripSpark or certified by TripSpark for use in conjunction with the Hosting Services (except as such non-performance is directly or indirectly caused by TripSpark). • "z"is the number of hours in such month during which the Licensee is unable to log into the TripSpark Software (other than for reasons set forth in the definition of"y"above);provided that TripSpark has been notified or is otherwise aware(or reasonably, should be aware) of Licensee's inability to utilize the TripSpark Software. 4. LICENSEE RESPONSIBILITIES The Licensee is responsible for: • Assigning a primary and alternate Licensee representative to coordinate all communications and activities related to TripSpark services. • Providing contact information for a primary and an alternate contact to TripSpark that will be added to the notification lists upon execution of this amendment. • Providing user identification data and determining the appropriate security profile for each user. Licensee will control security at the TripSpark Software level. • All printing. No print job will print at the Data Center and all physical printing requirements will be managed by the Licensee. • The purchase and installation of printers at Licensee's sites for the TripSpark Software being utilized. • Installation, operation,and maintenance of all workstation TripSpark Software(and Licensee's LAN, existing data communications configuration, hardware, or Software required at the Licensee's site. TripSpark network and network responsibility extends from the TripSpark routers at TripSpark's sites to all connected equipment at TripSpark's sites. • Testing updates and fixes applied by TripSpark to TripSpark Software used by Licensee. Except for emergency fixes,Licensee will test updates and fixes prior to their introduction to the production environment within a mutually agreed upon timeframe. • Testing upgrades. Upgrades will be moved to production by TripSpark at the end of the Licensee testing period unless specific problems are documented in writing to TripSpark. 58 • Diligent analysis of suspected problems to determine their specific nature and possible causes before calling TripSpark for assistance. Notwithstanding this diligence requirement, Licensee is responsible for informing TripSpark of any problems encountered in a timely manner. 5. OWNERSHIP OF TRIPSPARK SOFTWARE AND DATA Licensee shall not obtain any ownership rights,title,or interest in the TripSpark Software,hardware or systems developed or employed by TripSpark in providing any TripSpark Software and Services under the Agreement. TripSpark shall not obtain any ownership rights, title or interest to Licensee's data contained within the TripSpark Software database. Upon request by Licensee before or within sixty(60)days after the effective date of termination, TripSpark will make available to Licensee their data in secure(i.e., encrypted, and appropriated authenticated) SQL bak format file. Should Licensee request a different format,Licensee shall be subject to additional costs. If TripSpark has not received a written request from Licensee within the sixty(60) day period, TripSpark reserves the right to destroy the Licensee's data,as it exists at the date of expiration or termination. 59 Attachment 2 PAT MIcCRORY Governor „ NICHOLAS J. TENNYSON Secretary Transportation Contract Provisions for Non-Federal Entity Contracts Under Federal Awards --------------------------------------------------------------------------------------------------------------------- NCDOT is providing the following list of contract provisions(as noted by the US Code or the Code of Federal Regulations)that should be included in all contracts or subcontracts that include federal funding. Title 2 CFR 200 is the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and is applicable government-wide to any contract with Federal Funding. Appendix II contains a list of contract provisions that should be included in contracts. Title 23 CFR 172 is the Procurement,Management, and Administration of Engineering and Design Related Services, subject to the provisions of 23 USC 112(a)—related to construction. Contract provisions that are not already included in 2 CFR 200,are listed below. These should be included in all professional engineering contracts. Construction Contracts,funded under Title 23 of the US Code(Federal-aid Highway Program), have specific required contract provisions. Resources to build the contract proposal and include appropriate provisions are listed below. IMPORTANT: It is the Local Government Agency responsibility to ensure all provisions are included in relevant contracts,in which federal funds are participating. You may need to consult with your legal representative or contracts office to ensure your contracts are in compliance. --------------------------------------------------------------------------------------------------------------------- ALL CONTRACTS AND SUB-CONTRACTS WITH FEDERAL FUNDS Pursuant to Title 2 Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,the following list of contract provisions should be incorporated into every sub-recipient contract,if federal funds will be used on the contract. Please note applicability requirements. 2 CFR 200,Appendix II https://www.gpo.gov/fdsys/pkg/CFR-2014-title2-vol l/xml/CFR-2014-title2-vol l-part200-appILxml (A)Contracts for more than the simplified acquisition threshold currently set at$150,000,which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council(Councils) as authorized by 41 U.S.C. 1908,must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B)All contracts in excess of$10,000 must address termination for cause and for convenience by the non-Federal entity including the manner by which it will be effected and the basis for settlement. Nothing Compares State of North Carolina I Department of Transportation I Transportation Program Management Unit 1020 Birch Ridge Drive 1 1595 Mail Service Center I Raleigh,NC 27699-1595 919 707 6600 T 1 919 212 5711 F 60 (C)Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of"federally assisted construction contract"in 41 CFR Part 60- 1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b),in accordance with Executive Order 11246, "Equal Employment Opportunity"(30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp.,p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,"and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs,Equal Employment Opportunity, Department of Labor." (D)Davis-Bacon Act, as amended(40 U.S.C. 3141-3148).When required by Federal program legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations(29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland"Anti-Kickback"Act(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing,by any means, any person employed in the construction, completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours.Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary,hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F)Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement"under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research 2 61 work under that"funding agreement,"the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. (G) Clean Air Act(42 U.S.C. 7401-7671q.)and the Federal Water Pollution Control Act(33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). (H)Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201). (I)Debarment and Suspension(Executive Orders 12549 and 12689)—A contract award(see 2 CFR 180.220)must not be made to parties listed on the governmentwide Excluded Parties List System in the System for Award Management(SAM),in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp.,p. 189) and 12689 (3 CFR Part 1989 Comp.,p. 235),"Debarment and Suspension."The Excluded Parties List System in SAM contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (J)Byrd Anti-Lobbying Amendment(31 U.S.C. 1352)—Contractors that apply or bid for an award of$100,000 or more must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. (K) See §200.322 Procurement of recovered materials. 3 62 PROFESSIONAL SERVICES CONTRACTS Pursuant to Title 23 CFR 172,Procurement, Management, and Administration of Engineering and Design Related Services,the following contract provisions should be included, either by reference or by physical incorporation into the language of each contractor or subcontract, as applicable. Provisions that are not already noted in 2 CFR 200 are in bold. (i) Administrative, contractual, or legal remedies in instances where consultants violate or breach contract terms and conditions, and provide for such sanctions and penalties as may be appropriate; (ii) Notice of contracting agency requirements and regulations pertaining to reporting; (iii) Contracting agency requirements and regulations pertaining to copyrights and rights in data; (iv) Access by recipient,the subrecipient,FHWA,the U.S.Department of Transportation's Inspector General,the Comptroller General of the United States, or any of their duly authorized representatives to any books,documents,papers, and records of the consultant which are directly pertinent to that specific contract for the purpose of making audit,examination,excerpts, and transcriptions; (v) Retention of all required records for not less than 3 years after the contracting agency makes final payment and all other pending matters are closed; (vi) Standard DOT Title VI Assurances(DOT Order 1050.2); (vii) Disadvantaged Business Enterprise(DBE) assurance, as specified in 49 CFR 26.13(b); (viii) Prompt pay requirements, as specified in 49 CFR 26.29; (ix) Determination of allowable costs in accordance with the Federal cost principles; (x) Contracting agency requirements pertaining to consultant errors and omissions; (xi) Contracting agency requirements pertaining to conflicts of interest,as specified in 23 CFR 1.33 and the requirements of this part; and (xii) A provision for termination for cause and termination for convenience by the contracting agency including the manner by which it will be effected and the basis for settlement. (xiii) All contracts and subcontracts exceeding$100,000 shall contain, either by reference or by physical incorporation into the language of each contract, a provision for lobbying certification and disclosure,as specified in 49 CFR part 20. 4 63 CONSTRUCTION CONTRACTS NCDOT has developed guidance to help Local Government Agencies build a contract proposal for highway construction projects that complies with applicable federal and state requirements. LGAs should reference this website first for assistance and direction on developing contract documents: https:Hconnect.ncdot.gov/municipalities/Pages/Bid-Proposals-for-LGA.aspx For other non-highway construction or service contracts,please reference FHWA's Contract Provision matrix,noting applicability requirements: htlp://www.fhwa.dot.gov/construction/contracts/Trovisions.cfm 5 64 EXHIBIT B Uniform Guidance Contract Clauses for Federal Funding(UGCCFF) (A) Cumulative Nature of These Clauses; Conflicts with Other Clauses. It is intended that the clauses in this document,Uniform Guidance Contract Clauses for Federal Funding("UGCCFF"), are to be in addition to other clauses in this contract. The clauses in this UGCCFF will control in case of conflict with other clauses in this contract except for those additional clauses, if any,provided in this contract at the direction of the federal awarding agency or pass-through agency; clauses provided by such direction will control over this UGCCFF. A termination for cause clause elsewhere in this contract(not in this UGCCFF)will control over the termination for cause clause in this UGCCFF. (B)Termination. (1) Termination for Cause; Default. Each of the following is included as an example of a default by the contractor under this contract: (i) The contractor made a false statement or omitted information in the proposal or bid, such that if the City had known of its falsity or of the facts before contract award,there would have been a reasonable possibility that the City would not have made the award to the contractor; (ii) The contractor fails to observe or perform one or more of its contractual duties, and the failure continues 15 days after the City gives written notice describing the failure in reasonable detail; however, if failure requires performance that cannot by its nature be completed within such 15-day period,the failure does not constitute a default for purposes of this subsection"ii"as long as the contractor begins curing the failure to perform one or more of its contractual duties before or during the 15-day period and diligently and continuously carries out the cure to completion; (iii)The contractor files a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent,or files a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy act or any other applicable laws, or seeks, consents to, or acquiesces in the appointment of a trustee,receiver, or liquidator of the contractor,the contractor's interest in this contract, or of any substantial part of its property; (iv)A proceeding against the contractor seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy act or any other applicable law is not dismissed within 60 days after its commencement; (v) A trustee,receiver, or liquidator of the contractor,the contractor's interest in this contract, or of any substantial part of its property, is appointed, and the appointment is not vacated or stayed within 30 days; or (vi)A levy under execution or attachment is made against the contractor or any of its property and the execution or attachment is not vacated or removed by court order,bonding, or otherwise within 60 days. (2) Termination for Cause; City's Remedies on Default. Upon the contractor's default,the City is entitled to all remedies lawfully available, including all of the following to the extent they are applicable: (i) The City may proceed with remedies available under any performance bond, letter of credit, or other security. (ii) The City may proceed with legal action, including obtaining damages and specific performance. (iii)The City may give written notice stating that the contract or the services of the contractor shall terminate on the date described in such notice. Such termination shall not be deemed UGCCFF—Page 1 of 7 10.06.22-CAO 65 to impliedly renounce, discharge, or waive any remedy, including claims in damages for breach. Note on subsections (C)—(Q). In subsections (C)—(Q)below,where an obligation must be imposed on any subcontractors, changes in language may be made in the subcontract as shall be appropriate to properly identify the parties and their obligations. (C)Equal Employment Opportunity. Under this Agreement,the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. 1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332,the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color,religion,national origin, sex, disability, or age. In addition,the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FEDERAL AWARDING AGENCY may issue. 2. Race,Color,Religion,National Origin, Sex.In accordance with Title VII of the Civil Rights Act, as amended,42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332,the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor(U.S. DOL)regulations, "Office of Federal Contract Compliance Programs,Equal Employment Opportunity,Department of Labor," 41 C.F.R. chapter 60,and Executive Order No. 11246, 'Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it,referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, color, religion,national origin, or sex(including sexual orientation and gender identity). Such action shall include,but not be limited to,the following: employment,promotion, demotion or transfer,recruitment or recruitment advertising, layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition,the Contractor agrees to comply with any implementing requirements FEDERAL AWARDING AGENCY may issue. 3. Age.In accordance with the Age Discrimination in Employment Act,29 U.S.C. §§ 621-634,U.S. Equal Employment Opportunity Commission(U.S. EEOC)regulations, "Age Discrimination in Employment Act,"29 C.F.R.part 1625,the Age Discrimination Act of 1975, as amended,42 U.S.C. § 6101 et seq.,U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,"45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332,the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition,the Contractor agrees to comply with any implementing requirements FEDERAL AWARDING AGENCY may issue. 4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794,the Americans with Disabilities Act of 1990, as amended,42 U.S.C. § 12101 et seq.,the Architectural Barriers Act of 1968, as amended,42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332,the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition,the Contractor agrees to comply with any implementing requirements FEDERAL AWARDING AGENCY may issue. (D)Davis Bacon Act and Copeland Anti-Kickback Act. (1)If this contract is a prime construction contract in excess of$2,000, and if federal program legislation requires a provision for compliance with the Davis-Bacon Act(40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations(29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction,")this Davis Bacon Act and Copeland Anti-Kickback Act clause applies to this contract. (2)In accordance with the statute, the contractor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in the wage determination UGCCFF—Page 2 of 7 10.06.22-CAO 66 made by the Secretary of Labor. In addition,the contractor is required to pay wages not less than once a week.By signing this contract,the contractor accepts the wage determination. (3)The contractor must comply with the Copeland"Anti-Kickback"Act(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient shall not induce,by any means, any person employed in the construction, completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled. (E) Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708). If this contract is in excess of$100,000 and involves the employment of mechanics or laborers,the contractor must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5). If the Act, as supplemented by said regulations applies to this contract,then under 40 U.S.C. 3702 of the Act,the contractor is required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary,hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. In the event of any violation of the clause set forth herein,the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition,the Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of this clause in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this clause. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement. (F) Contract Work Hours and Safety Standards for Awards Not Involving Construction The Contractor shall comply with all federal laws,regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act,40 U.S.C. § 3701 et seq., and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction(also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),"29 C.F.R.part 5. The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three(3)years from the completion of the contract for all laborers and mechanics, including guards and watchmen,working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications,hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the Federal Awarding Agency and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers. UGCCFF—Page 3 of 7 10.06.22-CAO 67 (G)Rights to Inventions Made Under a Contract or Agreement. If the Federal award applicable to this contract meets the definition of"funding agreement"under 37 CFR § 401.2 (a)and the recipient or subrecipient enters into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement,"the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. (H) Clean Air Act and the Federal Water Pollution Control Act, as amended. If this contract or the subgrant is in excess of$150,000,the contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). The Contractor agrees: 1)It will not use any violating facilities; 2)It will report the use of facilities placed on or likely to be placed on the U.S. EPA"List of Violating Facilities;" 3)It will report violations of use of prohibited facilities to the Federal Awarding Agency; and 4)It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 —7671 q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). (I)Debarment and Suspension (Executive Orders 12549 and 12689). A contract award(see 2 CFR 180.220)must not be made to parties listed on the government-wide exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp.,p. 189) and 12689(3 CFR part 1989 Comp.,p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The contractor and subcontractors of all tiers shall include the substance of this section in every subcontract so that it will be binding upon subcontractors of all tiers,with a clause requiring subcontractors of all tiers to include the substance of this section in every lower tier subcontracts. The contractor shall be responsible for compliance by subcontractors of all tiers with the substance of this section. (.n Byrd Anti-Lobbying Amendment, CONTAINING CERTIFICATION BY CONTRACTOR AND SUBCONTRACTORS OF ALL TIERS. Unless this is a contract for which such certifications are not required by 31 U.S.C. 1352 (the Byrd Anti-Lobbying Amendment)or 2 CFR 200 Appendix 11, every contractor and subcontractor of every tier certifies,by signing a contract containing this section,to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also immediately disclose to the City of Durham any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. If requested by the City, each tier shall promptly complete, sign under oath, and return to the City the forms the City will provide regarding the tier's lobbying or the tier's use or non-use of Federal funds relevant to this paragraph. Such disclosures are forwarded from tier to tier up to the non-Federal award. The contractor and subcontractors of all tiers shall include the substance of this section in every subcontract so that it will be binding upon subcontractors of all tiers, with a clause requiring subcontractors of all tiers to include the substance of this section in every lower tier subcontract. The contractor shall be responsible for compliance by subcontractors of all tiers with the substance of this section. UGCCFF—Page 4 of 7 10.06.22-CAO 68 (K)Procurement of Recovered Materials. The contractor must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition,where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (L)Access to Records and Reports; Retention of Records (1) The contractor agrees to permit, and require its subcontractors to permit,the granting federal agency, and the Comptroller General of the United States, and,to the extent appropriate,the State of North Carolina,the City or their authorized representatives,upon their request to inspect all project work records, documents,papers,materials,payrolls, and other data, and to audit the books,records, and accounts of the contractor and its subcontractors pertaining to the project. (2) The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to maintain all books,records, accounts and reports required under this contract for a period of not less than three(3)years after that the City makes final payment and all other pending matters are closed, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case contractor agrees to maintain same until the Comptroller General, granting federal agency, state agency, City or any of their duly authorized representatives have disposed of all such litigation, appeals, claims or exceptions related thereto. (M)Bond Requirements. Contracts or subcontracts for construction or facility improvement exceeding the Simplified Acquisition Threshold set by the Federal Acquisition Regulation(FAR)at 48 CFR part 2, subpart 2.1, shall be subject to the bidding and bid,performance and payment bonding requirements of N.C. Gen. Statute § 143-129 et seq. and Article 3 of Chapter 44A(N.C.G.S. 44A-25 et seq.). of (N)Domestic Preference. The Contractor should,to the greatest extent practicable under a Federal award,provide a preference for the purchase, acquisition, or use of goods,products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts including all contracts and purchase orders for work or products under this agreement. (1) "Produced in the United States" means, for iron and steel products,that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products"means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum;plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. (0)Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. Contractor and subcontractor must comply with 2 C.F.R 200.216 which prohibits the obligating or expending loan or grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a contract to procure or obtain equipment, services, or systems that uses equipment produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliate of such entities). Video surveillance and telecommunications equipment produced by Hytera Communications corporation, Hangzhou Hikvision Digital Technology Company, Dahua Technology Company, or any entity that the Secretary of Defense reasonably believes to be an entity owned or controlled by, or connected to,the government of a covered foreign country are also prohibited. UGCCFF—Page 5 of 7 10.06.22-CAO 69 (P)Disadvantaged Business Enterprise(DBE). Disadvantaged Business Enterprise. Contracts over $3,500 awarded on the basis of a bid or proposal offering to use DBEs. a. This contract is subject to the requirements of Title 49, Code of Federal Regulations,Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE)is 10%. The recipient's overall goal for DBE participation is listed elsewhere. If a separate contract goal for DBE participation has been established for this procurement, it is listed elsewhere. b. The contractor shall not discriminate on the basis of race, color,religion,national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this contract. Failure by the contractor to carry out these requirements is a material breach of this contract,which may result in the termination of this contract or such other remedy as the municipal corporation deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph(see 49 CFR 26.13(b)). c. If a separate contract goal has been established,Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. d. If no separate contract goal has been established,the successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. e. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the recipient. In addition,the contractor may not hold retainage from its subcontractors or must return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed or must return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the recipient and contractor's receipt of the partial retainage payment related to the subcontractor's work. f. The contractor must promptly notify the recipient whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the recipient. (Q) Conflict of Interest. Contractor shall maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts in conformance with 2 CFR 200.318(c). Contractor shall immediately disclose in writing to City any potential conflict of interest affecting the awarded funds in accordance with 2 CFR 200.112. The contractor shall comply with all applicable conflicts of interest laws including N.C.G.S. § 133-32 and 23 C.F.R. § 1.33. The contractor does hereby certify that it has not entered into and, during the lifetime of the contract,will not enter into any agreement with a third-party affording the contractor, or any subcontractors that they may hire,with any direct or indirect financial interest in the outcome of the project, except with regard to the project development,human and natural environmental and/or engineering services associated with this contract. (i) Pursuant to N.C.G.S. § 133-1,the contractor will not knowingly specify building materials, equipment, or other items that are manufactured, sold or distributed by any firm or corporation in which the designer has a financial interest. (ii) Pursuant to N.C.G.S. § 133-2,the contractor will not employ or allow manufacturers or their UGCCFF—Page 6 of 7 10.06.22-CAO 70 representatives or agents to write,plan, draw, or make specifications for such public works. (iii) The contractor does hereby certify that it does not have any potential conflict of interest with any entity involved with the project. Any potential conflict of interest shall be disclosed immediately to the City. (R)Determination of allowable costs in accordance with the Federal cost principles. The contractor agrees to comply with established principles and standards for determining costs incurred under the contract pursuant to the cost principles established for state and local governments pursuant to OMB Circular A-87 Revised. (End of Uniform Guidance Contract Clauses for Federal Funding) UGCCFF—Page 7 of 7 10.06.22-CAO DF�fd(MM/DDIYYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 11/05/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Canada Limited NAME:PHONE FAX _ 120 Bremner Blvd.,Suite 800 Attn:Canada.Certrequest@marsh.com (A/C.No Ext): A/C No): Toronto,ON,M5J OA8 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN102165922-sndrd-GAWUP-24-25 Volari INSURER A: Federal Insurance Company 20281 INSURED Trapeze Software Group,Inc. INSURER B: Great Northern Insurance Company 20303 dba TripSpark Technologies INSURER C: ACE American Insurance Company 22667 5265 Rockwell Drive NE Cedar Rapids,IA 52402 INSURERD: INSURER E, INSURER F, COVERAGES CERTIFICATE NUMBER: HOU-004153152-02 REVISION NUMBER: 12 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LTR POLICY NUMBER MM/DD/YYYY MM DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 9950-48-39EUC 09/27/2024 09/27/2025 EACH OCCURRENCE $ 1,000,000 TED CLAIMS-MADE XI OCCUR PREM SES(E.occurrence) lccurrrence) $ 1,000,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY❑ PRO JECT ❑ LOC PRODUCTS-COMP/OP AGG $ 1,000,000 OTHER: $ B AUTOMOBILE LIABILITY 7360-03-97 09/27/2024 09/27/2025 COEaMBINED ccidentSINGLE LIMIT $ 1,000,000 a X ANY AUTO BODILY INJURY(Per person) $ X OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY X AUTOS HIRED NON-OWNED FIR PERTYDAMAGE X AUTOS ONLY X AUTOS ONLY Per accident) ccident $ A X UMBRELLALIAB X OCCUR 9365-24-30 09/27/2024 09/27/2025 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTION$ $ C WORKERS COMPENSATION 71764342 09/27/2024 09/27/2025 X STATUTE OERH AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability D01813225 09/2712024 09/27/2025 Limit 1,000,000 Tech E&O&Cyber SIR-$5M DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Orange County,its officers,agents and employees are included as additional insured(except workers compensation,Professional Liability and Errors&Omissions)where required by written contract. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions with respect to General Liability,Auto Liability and Worker's Compensation. Cyber liability is included under the Professional/E&O Policy. CERTIFICATE HOLDER CANCELLATION Orange County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 300 West Tryon Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O.Box 8181 ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE of Marsh USA LLC ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 72 A�® 111051120242024 CERTIFICATE OF LIABILITY INSURANCE DATE(1YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Canada Limited NAME: FAX 120 Bremner Blvd.,Suite 800 Attn:Canada.Certrequest@marsh.com PHONED E AIC No: _1A NToronto,ON,M5J OA8 E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC# CN102165922-sndrd-GAWUP-24-25 Volari INSURER A: Federal Insurance Company 20281 INSURED Trapeze Software Group,Inc. INSURER B: Great Northern Insurance Company 20303 dba TripSpark Technologies INSURER c: ACE American Insurance Company 22667 5265 Rockwell Drive NE INSURER D: Cedar Rapids,IA 52402 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-004153152-02 REVISION NUMBER: 12 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICYNUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY 9950-48-39EUC 09/27/2024 09/27/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO CLAIMS-MADE E OCCUR PREMISES (Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER, GENERAL AGGREGATE $ 2,000,000 X POLICY❑JECT PRO [:] LOC PRODUCTS-COMP/OP AGG $ 1,000,000 OTHER: $ B AUTOMOBILE LIABILITY 7360-03-97 09/27/2024 09/27/2025 COMBINED SINGLE LIMIT $ 1,000,0()0 Ea accident X ANY AUTO BODILY INJURY(Per person) $ X OWNED X SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS - HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ $ A X UMBRELLA LAB X OCCUR 9365-24-30 09/27/2024 09/27/2025 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTION$ $ C WORKERS COMPENSATION 71764342 09/27/2024 09/27/2025PER AND EMPLOYERS'LIABILITY YIN X STATUTE EERH ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ 1,090,000 OFFICER/MEMBER EXCLUDED? N❑ (Mandatory m NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability D01813225 09/27/2024 09/27/2025 Limit 1,000,000 Tech E&O&Cyber SIR-$5M DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Orange County,its officers,agents and employees are included as additional insured(except workers compensation,Professional Liability and Errors&Omissions)where required by written contract. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions with respect to General Liability,Auto Liability and Worker's Compensation. Cyber liability is included under the Professional/E&O Policy. CERTIFICATE HOLDER CANCELLATION Orange County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 300 West Tryon Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O.Box 8181 ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE of Marsh USA LLC a�ZCS�4.G�1f�? ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD