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Agenda - 03-06-2025; 8-g - Contract Amendment with Farragut Systems, Inc. for Land Records Computer Assisted Mass Appraisal (LR CAMA) System Conversion Project
1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: March 6, 2025 Action Agenda Item No. 8-g SUBJECT: Contract Amendment with Farragut Systems, Inc. for Land Records Computer Assisted Mass Appraisal (LR CAMA) System Conversion Project DEPARTMENT: Tax Administration ATTACHMENT(S): INFORMATION CONTACT: Attachment 1. Original Contract Nancy Freeman, Tax Administrator, Attachment 2. Contract Amendment (919) 245-2735 PURPOSE: To: 1) Approve a contract amendment with Farragut Systems, Inc. for an addendum to the Orange County Land Records Computer Assisted Mass Appraisal (LR CAMA) system conversion project that provides additional support from Farragut to assist with data extraction and validation; and 2) Authorize the County Manager to execute the contract amendment, subject to final review by the County Attorney, and any subsequent amendments on behalf of the Board. BACKGROUND: On February 23, 2023, the County entered into a service contract with Farragut Systems, Inc. for conversion of the Land Records Computer Assisted Mass Appraisal (LR CAMA) system in the amount of $537,065 (Attachment 1). That original amount plus the additional cost for the proposed contract amendment exceeds the County Manager's contract services $90,000 threshold. Why is an amendment needed? The project has faced significant delays due to challenges with data quality from the County's legacy software system. While the project vendor, Farragut Systems, Inc., is aware of these issues, their own resources have also been delayed. This addendum represents Farragut's proposal to mitigate the delays without invoking the contractual "Delay" clause, which could have result in much more significant additional costs to the County. Specifically, the County requires assistance with the data extraction and validation process, which was originally outside of the original scope. The need for this support arose because the County's Tax Information Technology (IT) Systems Analyst is the sole individual available and qualified for the project data extraction tasks, and the problematic data from the legacy system has significantly hindered progress, delaying the project by at least two (2) years. Farragut has worked cooperatively to address these issues and, rather than enforcing penalty fees, has proposed additional support to assist with data extraction and validation. This assistance is expected to help prevent further delays and facilitate project completion. 2 FINANCIAL IMPACT: The proposed addendum for the Orange County LR CAMA Project will result in an additional cost of up to $12,388 if all contingency hours are utilized, and a total contract cost of $549,453. Information Technology General Control (ITGC) funds will be used to cover the additional cost, as the original contract was funded by ITGC. There are funds available in the ITGC budget to cover this contract amendment without requiring additional appropriations. ALIGNMENT WITH STRATEGIC PLAN: There are no Orange County Strategic Plan Goals applicable to this item. RECOMMENDATION(S): The Manager recommends that the Board: 1) Approve the attached contract amendment for the additional $12,388 to Farragut; and 2) Authorize the County Manager to execute the contract amendment, subject to final review by the County Attorney, and any subsequent amendments on behalf of the Board. DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 3 [Departmental Use Only] TITLE Farragut LR-CAMA FY 2022-2023 NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter"Agreement"), made and entered into this 23th day of February, 2023, (`Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina(hereinafter, the "County") and Farragut Systems, Inc., having offices at 2775 Meridian Parkway, Durham,NC 27713, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement ("Agreement") is for services to be rendered by Provider to County with respect to (insert type of project): Land Records Computer Assisted Mass Appraisal (LR CAMA) system. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the Revised 06/21 1 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 4 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. The resolution of all defects and omissions will be addressed according to the attached service agreements. If the errors or omissions are not timely corrected and cause the solution to be substantially unusable, then the existence of such errors or omissions shall be a material breach of the agreement. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Revised 06/21 2 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 5 a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County's Request for Proposals or Request for Qualifications (the "RFP") "RFP Number 367-005349 for "LR CAMA System" issued March 25, 2022, and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachments Exhibit I - Farragut Master Services Agreement and Statement of Work, Exhibit II - Farragut NCPTS Software Maintenance and Support Agreement, and Exhibit III - Farragut Software License and Support Agreement (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP together with attachments, Provider's Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. See attached EXHIBIT I, "ATTACHMENT A- PROJECT PLANS" starting on page 11 of EXHIBIT I 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from February 23, 2023 to June 30, 2024. Revised 06/21 3 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 6 b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be February 23, 2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services is Five Hundred Thirty-seven Thousand Sixty-five Dollars ($537,065.00). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) 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 Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Nancy Freeman, Tax Administrator) 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 Revised 06/21 4 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 7 a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php.) If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. b. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses Revised 06/21 5 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 8 incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. C. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. d. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon ten (10) days' notice to Provider, up to a cumulative amount of 30 days. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. Upon notice to proceed by County, Provider shall resume Basic Services within ten (10) days. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecoun . nc. o�partments/purchasing division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not Revised 06/21 6 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 9 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, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the REP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. The license terms associated with County's use of the NCPTS Software are specified in the County's license agreement with NCACC (the "NCACC-County Agreement"). County's rights in the NCPTS Software will be limited to those expressly granted in the NCACC-County Agreement. If Provider develops any enhancements or other materials under this Agreement ("Work Product"), NCACC and Provider will be the sole owner of all intellectual property rights in such Work Product. In addition, Provider shall retain all intellectual property rights in all methodologies, algorithms, software, documentation, know-how, techniques and other materials which have been previously developed or acquired by Provider and that are used in connection with the Services. Any delivered enhancements will be deemed NCPTS Software and licensed to County pursuant to the terms of the NCACC-County Agreement. h. Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County's statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement,then this Agreement shall automatically terminate without penalty to County upon written notice to Provider Revised 06/21 7 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 10 of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name & Address Attention: Nancy Freeman Farragut Systems, Inc. P.O. Box 8181 2775 Meridian Parkway Hillsborough,NC 27278 Durham,NC 27713 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: DocuSigned by: By: � a IxG�Fbr4L By: l� JameR%Wfff6rd, Chair, Orange County y an, Vice President, Board of Commissioners Engineering Printed Name and Title Revised 06/21 8 DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 11 ORANGE COUNTY—DEPARTMENT USE ONLY Department Party/Vendor Name: Farragut Systems, Inc. Party/Vendor Contact Person: Sanjay Chouhan Contact Phone: 9U� 595-1876 sanjay.chouhankfarra ug t.com Party/Vendor Address: 2775 Meridian Parkway City Durham State: NC Zip: 27713 Department: Tax Administration Amount: $537,065.00 Purpose: Land Records Computer Assisted Mass Appraisal (LR CAMA) software Budget Code(s): 61370035 897230 30007 Vendor# 61464 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective Date February 23, 2023 Approved by Board Yes® No❑ Agenda Date: 2/21/2023 --- For Section XIV.c.contracts only,Approved by Board in Current FY Budget Yes No® This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: DocuSigned by: Department Director's Signature N rmt,wo, Date:2/27/2023 Agreements for emergency services airat natsubject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases and related services)This agreement has been reviewed and is approved as to information technology content and specifications: 3YK DocuSigned by: Office of the Chief Information Officer 4nq Date:2/28/2023 C11 BA91 E73AMDF... 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: DocuSigned by: Office of the Chief Financial Officer r ti O.Z4. Date:3/3/2023 7D4E5181ACC1409... Legal Services This agreement is approved as tortyr&WA, �1 form�nd sufficiency: ocuSigne by: Office of the County Attorneytwin Date:3/3/2023 7B1 EE29AD219488... Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 06/21 9 DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 12 EXHIBIT I FARRAGUT TM MASTER SERVICES AGREEMENT This Master Services Agreement (this "Agreement") is made and entered into as of (the "Effective Date") by and between Farragut Systems, Inc., a North Carolina corporation having a place of business in Durham, North Carolina 27713 ("Farragut") and Orange County of North Carolina ("Customer"), a governmental agency with a mailing address of its executive offices at In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Services 1.1. Farragut agrees to provide installation, implementation, configuration, consulting, development, training, support, and/or other services as set forth in one or more agreed Statements of Work (the "Services"). Statement of Work No. 1 are attached hereto and incorporated by reference. The parties may from time to time agree to additional Statements of Work, each of which, when signed by an authorized representative of each party, will be deemed a part of and incorporated into this Agreement. Each Statement of Work will identify responsibilities of each party, and the parties shall work together cooperatively to complete their respective responsibilities. 1.2. All changes to a Statement of Work will be made pursuant to a mutually agreed Change Order. The form of Change Order is attached hereto as Exhibit A. The Change Order will address as necessary changes to the requirements, Statement of Work or cost of the Services. No changes to a Statement of Work will be effective unless authorized in a written Change Order agreed by the parties. 1.3. Customer agrees to cooperate with Farragut and promptly perform Customer's responsibilities under this Agreement. Customer will provide timely access to its key personnel and will timely respond to Farragut's questions relating to this Agreement or Farragut's performance under this Agreement and the associated Statements of Work. 1.4. Unless otherwise agreed in writing by the parties, Customer shall have sole responsibility for acquiring and maintaining its own technology environment, including but not limited to client workstations, operating systems, database software, servers, internet access, local area networks, and wide area networks. 2. Fees and Expenses 2.1. Customer shall pay Farragut the fees set forth in the applicable Statement of Work in accordance with the terms and conditions therein. If the Services are provided on a time and materials basis, any estimates provided by Farragut are for planning purposes only. Unless otherwise set forth in the Statement of Work, Farragut shall invoice Customer on a milestone basis upon acceptance of deliverables, and payments are due within thirty (30) days of receipt of invoice. If payment is not made within thirty (30) days of receipt of invoice, then Customer agrees to pay 2/3% per month interest on unpaid amounts or the highest rate allowed by law, if lesser. In the event that Customer, in good faith, disputes any invoiced amounts, Customer shall notify Farragut in writing prior to the payment due date identifying in detail the reason why such charges are disputed. Customer may delay payment on disputed charges (but only disputed charges) pending - 1 - DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 13 resolution of the dispute. If any nondisputed amounts are past due, Farragut may upon notice to Customer, and without waiving any rights or remedies, suspend performance under any or all Statements of Work until payments are current. Except to the extent set forth in a Statement of Work, all fees paid hereunder are nonrefundable. 2.2. To the extent authorized and set forth in the applicable Statement of Work, Customer agrees to reimburse Farragut for reasonable out-of-pocket expenses incurred in the performance of Services, including but not limited to travel, lodging, meals, postage, freight, printing and long distance phone expenses. All travel-related expenses must be approved in advance by Customer. 2.3. Customer shall be responsible for any and all applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement, including but not limited to state and local privilege, excise, sales, and use taxes and any taxes or amounts in lieu thereof paid or payable by Farragut, but excluding taxes based upon the net income of Farragut. This provision does not apply to any taxes for which Customer is exempt and for which Customer has furnished Farragut with a valid tax exemption certificate authorized by the appropriate taxing authority. 3. Confidentiality and Proprietary Rights 3.1. "Confidential Information"means any information or data(including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (a disclosing party) to the other party (a receiving party) pursuant to this Agreement that is identified in writing as confidential or that would reasonably be recognized as confidential. Confidential Information does not include information that: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; (c)was previously known by the receiving party as shown by its written records; or (d) was independently developed by the receiving party as shown by its written records. 3.2. A receiving party agrees: (a)to hold the disclosing party's Confidential Information in strict confidence;and(b)except as expressly authorized by this Agreement, not to,directly or indirectly, use, disclose, copy,transfer or allow access to the Confidential Information. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure and the other party may seek to obtain a protective order or other protections against the disclosure of its Confidential Information. 3.3. Upon the termination or expiration of this Agreement, the receiving party will return to the disclosing party all the Confidential Information delivered or disclosed to the receiving party, together with all copies in existence thereof at any time made by the receiving party, and will delete all electronic copies of such Confidential Information. 3.4. In the event that Farragut develops any custom software, scripts, documentation or other materials under this Agreement ("Work Product"), unless otherwise set forth in the Statement of Work, Farragut will be the sole owner of all intellectual property rights in such Work Product. In addition, Farragut shall retain all intellectual property rights in all methodologies, algorithms, software, documentation, know-how, techniques and other materials which have been previously developed or acquired by Farragut and that are used in connection with the Services. Upon receipt in full of all payments due under the applicable Statement of Work, Farragut will grant Customer a non-exclusive, perpetual, royalty-free license to use, copy and modify the Work Product solely in connection with Customer's internal operations. Customer agrees not to sell, distribute or otherwise disclose the Work Product to any third party,without Farragut's prior written consent; provided that Customer may disclose and transfer its license to the Work Product to an affiliated organization or to the acquirer of all or substantially all of Customer's business. Through its relationship with the North Carolina Association of County Commissioners ("NCACC"), Farragut intends to make the Work Product from Statement of Work#1 that is related directly to NCPTS available for licensing by NCACC to other North Carolina counties. -2- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 14 4. Term and Termination 4.1. As a master agreement, this Agreement shall remain in place until terminated as set forth herein. 4.2. The term of a Statement of Work will begin when it is executed by both parties and will terminate when performance under the Statement of Work is completed and paid for, unless the Statement of Work is otherwise terminated as provided herein or in the Statement of Work. Either party may terminate this Agreement or any Statement of Work if the other party materially breaches this Agreement and such breach is not cured, or an acceptable plan for resolving the breach is not put in place, within thirty (30) days after written notice identifying specifically the basis for such notice. If a breach relates solely to Services provided or fees to be paid under a specific Statement of Work and not to other Statements of Work, then a party will have the right to terminate only the affected Statement of Work and not the entire Agreement or other Statements of Work. 4.3. Customer may terminate a Statement of Work by providing at least thirty (30) days prior written notice to Farragut, in the event that applicable county, state,or federal funds associated with such project are withdrawn. 4.4. The terms provided in Sections 3, 5, 6.1, 7 and 8 of this Agreement shall survive any termination of this Agreement. In the event of termination, unless such termination is due to a material breach by Farragut, Customer agrees to pay Farragut for all Services rendered and expenses incurred up to the date of termination (on a pro-rated basis for fixed-fee or milestone-based Statements of Work). 4.5. Except as otherwise set forth in this Agreement, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party.Termination of this Agreement will not relieve Customer of its obligation to pay all fees and expenses that accrued before such termination. 5. Representations and Warranties 5.1. Farragut represents and warrants that it has the requisite knowledge, expertise and experience necessary to perform Services under this Agreement, and that the results of the Services will meet the tax purposes of Customer,to the extent such purposes are reflected in the requirements and specifications set forth in a Statement of Work between the parties. Customer agrees to notify Farragut of any breach of this representation within thirty (30) days after completion of the Services, including all substantiating documentation. Customer's sole remedy for breach of this representation shall be for Farragut to reperform the Services at issue at no charge to County; provided that if Farragut breaches this representation for the same Services more than three (3) times, then County will have the right to terminate this Agreement for breach without further opportunity to cure. 5.2. Customer represents and warrants that it has obtained or will obtain prior to Farragut's commencement of the Services all licenses and consents from third party vendors authorizing access to and/or modifications of software and/or technical information owned by such vendors and licensed to Customer, as required in order for Farragut to perform the Services. 5.3. Each party represents and warrants that it has received all necessary authority and approvals to enter into this Agreement, and that the negotiation and performance of this Agreement is not in conflict with any other agreement entered into by such party. 5.4. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1, FARRAGUT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE TRADE OR BY COURSE OF DEALING. 6. Liability and Insurance -3- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 15 6.1. All liability arising under or relating to the subject matter of this Agreement, whether under theory of contract, tort (including negligence), or otherwise, shall be limited to direct damages. Neither party, including its officers, directors, employees, agents, representatives, and subcontractors, shall have any liability to the other party or to any third party for any incidental, punitive, indirect, special or consequential damages, including but not limited to lost profits, loss of data, cost of recreating lost data, interruption of business, or costs of procurement of substitute goods or services, even if advised of the possibility of such damages, whether under theory of warranty, contract,tort(including negligence), strict liability or otherwise. The aggregate liability of Farragut under any Statement of Work shall not exceed the total fees paid by Customer to Farragut with respect to the Statement of Work. 6.2. Farragut will carry and maintain throughout the period of this Agreement, at Farragut's sole expense, insurance including specifically general liability and worker's compensation insurance, to cover the obligations of Farragut set forth herein, or the acts of Farragut performed hereunder. Certificates of such insurance shall be furnished by Farragut to Customer within ten(10)business days after execution of this Agreement. Such certificates shall require the insurer issuing the underlying policy to provide Customer with a minimum of thirty (30) days notice prior to modification or cancellation of said policy. Farragut agrees that such insurance shall be primary, regardless of any other insurance coverage, which Customer may procure for its own benefit. 6.3. Customer is responsible for assuring and maintaining the backup of all Customer data, software and network systems. UNDER NO CIRCUMSTANCES WILL FARRAGUT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE LOSS OF, CORRUPTION OF, OR DAMAGE TO CUSTOMER DATA, SOFTWARE OR NETWORK SYSTEMS. 6.4. The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and Farragut's compensation for the Services reflects such allocations. 7. Dispute Resolution 7.1. The parties agree to attempt to resolve any controversy, claim or dispute ("Dispute") arising out of or relating to this Agreement by means of good faith discussion and negotiation. In the event that a Dispute cannot be resolved at the project level, then designated senior executives of the parties shall meet and enter into further good faith settlement negotiations. If such senior executives cannot resolve the Dispute within sixty (60) days, then, either party may initiate a law suit exclusively in a state or federal court located in Durham County. 7.2. This Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without regard to conflict of law provisions. 8. Miscellaneous 8.1. During the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement for any reason, neither party shall employ nor offer or seek to employ, either directly or indirectly, any person who, at that time or within the last six (6) months, was either employed by or engaged as an independent contractor by the other party and was involved in the delivery or receipt of services under this Agreement. 8.2. The parties are and intend to be independent contractors with respect to the services contemplated hereunder. Farragut agrees that neither it nor its employees or contractors shall be considered as having an employee status with Customer or having any claim to employee benefits of any kind offered by Customer. All persons employed by Farragut to perform Services shall be subject to the exclusive direction and control of Farragut. No form of joint employer,joint venture, partnership, or similar relationship between the parties is intended or hereby created. -4- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 16 8.3. Neither party shall be liable for any failure or delay in the performance of its obligations due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, terrorism, strikes or other labor shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other act of God. Each party shall promptly notify the other party in the case of an event arising under this Section. 8.4. This Agreement, including all Statements of Work, constitutes the entire understanding of the parties with respect to its subject matter, and supersedes all prior or contemporaneous written and oral agreements with respect to its subject matter. Except as provided expressly herein,this Agreement shall not be modified, amended, or in any way altered except in a written amendment executed by both of the parties. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. 8.5. Headings used in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement. 8.6. Neither party may assign this Agreement or any right hereunder without the prior written consent of the other party; provided however that Farragut may assign this Agreement to the acquirer of all or substantially all of its business, so long as such acquirer agrees in writing to be bound by the terms of this Agreement and notice is provided to Customer within ten (10) days of such transfer of any new entity, address and/or contact(s). Any attempted assignment not authorized herein shall be null and void. 8.7. Farragut may use Customer's name and logo in a list of Farragut customers. 8.8. All notices required or permitted hereunder shall be in writing, delivered personally; by certified or registered mail, or by overnight delivery by an established national delivery service at the respective addresses first set forth above. Notices to Farragut shall be sent to the attention of , or to such other person designated by Farragut in a written notice to Customer. Notices to Customer shall be sent to the attention of or to such other person designated by Customer in a written notice to Farragut. All notices shall be deemed effective upon personal delivery or when received if sent by certified or registered mail or by overnight delivery. Farragut Systems, Inc. Customer: Orange County By: By: Name: Sanjay Chouhan Name: Title: Vice President, Engineering Title: Date: Date: -5- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 17 STATEMENT OF WORK NO. 1 This Statement of Work ("SOW") is made and entered into by and between Farragut Systems, Inc. ("Farragut")and Orange County of North Carolina ("Customer"), and is subject to the terms of the Master Services Agreement between the parties dated (the "Services Agreement"). The Effective Date of this SOW is 1. BACKGROUND Customer has acquired a license to certain software known as North Carolina Property Tax System ("NCPTS")pursuant to a license agreement with North Carolina Association of County Commissioners(the "NCACC License Agreement"); has acquired a license to Farragut's ParcelSync, DeedSync, and MapMetrics software products ("Farragut Products") from Farragut pursuant to a license agreement with Farragut(the"Farragut License Agreement");and has acquired a license to Apex Sketch product from Apex Software pursuant to a license agreement with Apex Software (the"Apex Software License Agreement"). This SOW relates to the implementation of NCPTS Land Records&CAMA software module("LRC"), Parcel Identification Number application ("PIN App"), Farragut Products, Apex Sketch Product in Customer's environment. Customer has separately agreed to obtain support for NCPTS, Farragut Products, and Apex Sketch Product pursuant to separate Support Agreements (the "Support Agreements"). Customer's rights to use NCPTS are solely as set out in the NCACC License Agreement and Customer's rights to use Farragut Products are solely as set out in the Farragut License Agreement. Also, all software created by Farragut under this SOW that is a new release, update, modification or derivative of NCPTS, PIN App, or Farragut Products, or that is otherwise based on or related to NCPTS or Products, will be considered part of NCPTS and Farragut Products (and not part of the Work Product hereunder). All warranties related to NCPTS are set forth in the NCACC License Agreement and all warranties related to Farragut Products are set forth in the Farragut License Agreement, and not this Agreement. County acknowledges and agrees that Farragut is not responsible for errors or issues in Apex Sketch and other third-party products. However, Farragut will use commercially reasonable efforts to assist Customer with any issues arising with such third-party products that relate to the subject matter of this SOW, including by directly communicating with such third-party vendors as appropriate. 2. PIN APP REPLACEMENT The new PIN App will be designed, built, and implemented to replace and improve the Customer's current software and workflows, including: CCS Deeds » EDeedSync + NCPTS LRC ParcelSync ip New PIN App -7- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 18 • CCS Deeds will be export XML files that will be imported into DeedSync with the scanned deed image references. It can be referenced from the remote location or can be imported and saved on the LR server. • New DeedSync provides integration between CCS Deeds and NCPTS LRC. Deeds will be imported and accessible in NCPTS LRC and in ParcelSync for mapping. Users can search and maintain deed work queue items and view scanned deed images. PIN changes will be reported back to CCS Deeds. • New NCPTS CAMA is the new NCPTS LRC system. • New PIN App will be developed to support the County's PIN ordinance requirements and it will maintain reserved PINs and activated PINS. This new PIN App will also interface with NCPTS LRC and ParcelSync. • New ParcelSync is an ArcMap extension provides that integrates NCPTS LRC and DeedSync. It provides the interface to perform split, combine, ownership transfer, and additional parcel maintenance transactions. It will also integrate with the new PIN App. 3. IMPLEMENTATION SERVICES AND FEES Attachment A to this SOW, incorporated herein by reference, contains an initial Project Plan outlining the implementation tasks, Farragut responsibilities, Customer responsibilities, acceptance criteria, and fees associated with the implementation of NCPTS and Farragut Products. The total amount of services shall not exceed $407,375 for the term of the contract, as follows: County agrees to pay Farragut for the services above as follows: 1. Upon signed contract: $81,475 (20% of total services) 2. Upon delivery of services: $244,425 (60% of total services) 3. Upon acceptance and production of software modules: $81,475 (20% of total services) Farragut out-of-pocket expenses incurred in the performance of Services, including but not limited to travel, lodging, meals, postage, freight, printing and long-distance phone expenses, are included in the Services fees. 4. DELAYS The parties agree to work together in good faith to meet established timeframes and avoid delays in the completion of Services. In the event that either party believes that a delay may be likely, whether due to factors within the control of such party or outside the control of such party, then it shall promptly notify the other party in writing and the parties will meet as soon as practicable to discuss ways to mitigate or avoid any such delays. Customer shall provide Farragut with access to Customer's technical personnel, facilities, databases, information, approvals and security clearance as set forth in this Statement of Work, an agreed Project Plan or other agreed project document. In addition, so long as Farragut provides reasonable advance notice, Customer will provide reasonably required office space and limited access to a telephone, computer,copier, printer and parking spaces. Customer also understands that certain individuals, because of their position or particular expertise, may be required to participate in the Services on an `as needed' basis to attend meetings, provide answers, research issues, define policies, etc. Customer acknowledges that a delay in the completion of the Services is likely to lead to additional costs for Farragut. In the event that Customer solely causes a delay of more than two (2) months in the -8- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 19 completion of a major Phase of Services as defined in the Project Plan, then Customer agrees to pay Farragut a fee in an amount equal to one percent (1%)of the total fees due for such Phase for each week that the Project is delayed past 2 months, up to a maximum of 10% (10 weeks). Farragut acknowledges that a delay in the completion of the Services is likely to lead to additional costs for Customer. In the event that Farragut solely causes a delay of more than two (2) months in the completion of a major Phase of Services as defined in the Project Plan,then Farragut agrees to provide Customer with a credit in an amount equal to one percent(1%)of the total fees due for such Phase for each week that the Project is delayed past 2 months, up to a maximum of 10% (10 weeks). The parties agree that the fees and credits in this Section are not penalties but instead are good-faith estimates of the damages associated with delays to each party. In addition, this Section is subject to the terms of Section 8.3 of the Services Agreement (force majeure). 5. PROJECT MANAGERS Each party will appoint and maintain a qualified person as its "Project Manager" under this SOW. Each Project Manager will be the primary point of contact for this Agreement,will coordinate the party's activities and responsibilities under this SOW, and will respond promptly when contacted by the other Project Manager regarding this Agreement. Each party shall notify the other in writing of any replacement of its Project Manager. The Customer's Project Manager shall have responsibility and authority for: • Ensuring all Customer responsibilities are completed in a timely manner • Accepting or rejecting deliverables under the terms of this SOW • Approving invoices The Project Managers will meet on at least a weekly basis to review status of the Services and any delays or other issues under the Project Plan. For Farragut: Name: Stephanie Gavilan-O'Neal Address: 2775 Meridian Pkwy, Durham, NC 27713 Telephone: 919-595-1814 Email: Stephanie.GavilanONeal@farragut.com For Customer: Name: Address: Telephone: Email: 6. ACCEPTANCE Customer shall review each final deliverable("Deliverable")to determine if it is in compliance in all material respects with the acceptance criteria set forth in the Project Plan. Customer shall provide Farragut in writing with its acceptance or rejection of each Deliverable within five (5) business days, unless a different time period is agreed by the parties. The Deliverable will be deemed accepted by Customer if Customer uses the Deliverable in a live, production setting or if Customer does not notify Farragut of any problems within the five business day period noted above. Customer shall provide Farragut with detailed information and specific reasons in the event Customer -9- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 20 rejects a Deliverable. In such event, Farragut shall promptly verify and will use commercially reasonable efforts to either modify the Deliverable or provide a reasonable workaround to address any verified issues within ten (10) business days. 6. EXCLUSIONS The following tasks are specifically not included in this SOW: a. Provisioning of any computer hardware. Customer will have sole responsibility for acquiring and installing any computer hardware needed to support NCPTS at Customer's expense. b. Provisioning of any supporting software. Customer will have sole responsibility for acquiring and installing all software not licensed by Farragut at Customer's expense. This includes (but is not limited to) operating systems, relational databases, ESRI server products and ArcGIS Desktop products. c. Provisioning of test environment. If Customer desires a dedicated test environment (recommended), Customer shall be responsible for providing all required hardware and software for this environment. Should Customer desire to provision the test environment as a virtual machine, Farragut staff is available to provide technical assistance in creating the VM, but Customer will be responsible for providing the VM hosting hardware and all required third party licensed software. d. Interaction with non-Customer staff. There are frequently many organizations other than Customer who are interested in addressing, including municipalities, utility companies, delivery companies, and the post office. It is not uncommon for the interests of these different parties to be in conflict, and Customer has sole responsibility for meeting with and determining whether to and how to best meet the needs of any other interested parties. 7. ADDITIONAL TERMS Customer will, as applicable: (i) provide Farragut adequate, timely, safe and hazard-free access to its personnel, facilities, equipment, hardware, software, network and information, subject to Customer's reasonable security rules; (ii) provide adequate working and storage space for use by Farragut personnel near Customer's hardware, software and systems; (iii) provide Farragut full access to Customer's hardware, software and systems and sufficient computer time; (iv)follow Farragut's procedures for placing service requests and determining if remedial service is required; (v)follow Farragut's or applicable third party instructions for operator maintenance and for obtaining services; (vi) reproduce suspected errors or malfunctions of software upon request; and, (vii)timely make decisions, notify Farragut of relevant issues or information and grant approvals and/or permission to Farragut. Customer will obtain and provide to Farragut all required licenses, approvals or consents from third parties necessary for Farragut's performance of the Services, except to the extent, if any, relating to Farragut products. Customer accepts responsibility for Customer's failure to obtain the appropriate licenses, intellectual property rights, or any other permissions, regulatory certifications or approvals required to support this SOW, except to the extent, if any, relating to Farragut products. If Farragut is to install products as part of the Services, Customer shall prepare and maintain the installation site in accordance with Farragut's and the applicable third party manufacturer's instructions and specifications. Customer is responsible for insuring that these instructions and specifications, as well as all instructions and specifications provided by Customer, comply with all local laws and building ordinances. Customer is responsible for all environmental requirements, electrical interconnections and modifications to facilities for proper installation. Any delays in preparation of the installation site will correspondingly extend Farragut's delivery and installation deadlines. Customer is exclusively responsible for supervising, managing and controlling its use of hardware, - 10- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 21 software, integrated systems and other Deliverables installed or provided by Farragut, including but not limited to, establishing operating procedures, appropriate access and permissions, and audit controls, supervising its employees, providing adequate network security, making daily backups, providing virus protection, inputting data, ensuring the accuracy and security of data input and data output, monitoring the accuracy of information obtained, and managing the use of information and data obtained. Customer will insure that its personnel are, at all times, educated and trained in the proper use and operation of products provided by Farragut and that products provided by Farragut are used in accordance with applicable manuals, instructions and specifications. CUSTOMER IS RESPONSIBLE FOR BACKING UP CUSTOMER'S DATA, SOFTWARE AND SYSTEMS. Customer will maintain back-up data, software and systems necessary to replace critical Customer data, software and systems in the event of loss, corruption or damage to data, software or systems from any cause. Customer represents and warrants to Farragut that it does not have any contracts or other obligations to third parties, including but not limited to any license agreements or confidentiality obligations, that will be violated in any respect by Customer's or Farragut's performance under this Agreement. Farragut Systems, Inc. Customer: Orange County By: By: Name: Sanjay Chouhan Name: Title: Vice President, Engineering Title: Date: Date: - 11 - DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 22 ATTACHMENT A PROJECT PLANS The specific start and finish dates in detail for each task below will be mutually determined by Farragut and Customer during Phase 1 of the project. The project will start on February 2023, and the target production date is December 2023. Project Initiation Plan Project Farragut Customer Responsibilities Start.Date Finish Completion Fee Initiation Responsibilities Date Criteria Services PROJECT 2/27/2023 03/31/2023 $10,000 INITIATION Data Farragut will Customer staff will Customer Conversion conduct 2 days participate in these understands Structure sessions to sessions. Farragut's Education educate the Standard Data Customer on the Customer will document File format. LRC database their data transformation structure and plan,with support from Customer data Farragut Farragut. transformation Standard Data plan is file format. documented and signed-off by Customer and Farragut. Fit Analysis Farragut will Customer staff will be Documented conduct 5 days available to demonstrate or list of business of sessions with discuss business process process gaps the Customer to workflows with Farragut. identified, perform a Fit process Analysis.The Customer trainers/power changes goals of this users will attend the recommended, analysis are to: business process and product 1) Understand overview/orientation enhancements Customer's sessions for NCPTS. desired. legacy system and Customer trainers/power Customer processes. users will attend the receipt and 2) Describe business process mapping sign-off of Fit NCPTS sessions in each of the Analysis system business areas listed to the documents. functionality left to identify and document at a high Customer business process level and similarities and differences introduce required to use NCPTS. Customer to NCPTS Customer's management business team will be available for processes. review of the business process gaps identified During this time, during these sessions Farragut will review the Customers business processes for the following areas: LRC 1)Maintain Property - 12- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 23 Project Farragut Customer Responsibilities Start Date Finish Completion Fee Initiation Responsibilities Date Criteria Services 2)Street Dictionary,Situs Addressing 3)Adjustments 4)Lookup Maintenance, User Management 5)SOV and Neighborhood Management days 6)Workflow 7)Sales, Multi Sales and Deed 8)Permits 9)Transactions Processing 10)Zoning Dictionary,Photo Management 11)Revaluation process 12)GIS processes 13 Appeals Project Farragut will Customer will assign a Communication Management assign a Project Project Manager to manage and Project Process Manager to and coordinate activities with Management Foundation manage and Farragut. process are coordinate all documented. activities with the Customer Project Manager customer. will work with Farragut to Farragut and create a project Customer Farragut will management and commitment work with the communication plan. and signed-off Customer to to defined create a project processes management and communication plan. Change Farragut will Customer staff available to Customer and Order provide review documented change Farragut Management documented order process with Farragut. mutual Foundation change order commitment process. and sign-off to change order Farragut will process review process with Customer to align expectations. Farragut will provide documentation for Customer to use when requesting changes to the project scope and schedules. - 13- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 24 Project Farragut Customer Responsibilities Start Date Finish Completion Fee Initiation Responsibilities Date Criteria Services Customer Farragut will Customer is responsible for Change support preparing and leading staff Management Customer for the required changes in Confirmation established and business process and staff led organization roles. change management processes. Finalize Farragut will Customer will work with Initial SOW and SOW and work with Farragut to modify initial Project Plan is Project Plan Customer to SOW and Project Plan revised and modify initial where needed to signed by SOW and Project accommodate Customer's Farragut and Plan to business needs. Customer. accommodate Customer's business needs. - 14- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 25 Land Records & CAMA Implementation Plan The specific start and finish dates in detail for each task below will be mutually determined by Farragut and Customer during the Project Initiation phase. LRC Services Farragut Customer Start Date Finish Completion Fee Responsibilities Responsibilities Date Criteria PHASE 1: LRC 03/17/2023 06/30/2023 $60,000 PREPARATION Project Planning Farragut will create Customer project Project Plan and Management and review with manager(along commitment& Customer the with leaders of sign-off by detailed Phase 1 LRC&IT)will Farragut and Project Plan and work with Customer. high-level Phase 2 Farragut project Project Plan.The manager to Project Kick-Off detailed Phase 2 complete the Meeting plan will be project planning completed. completed and for Phases 1 &2. reviewed at the end of Phase 1. Customer leaders will prepare staff Farragut will for the coming support Customer changes in leaders in business preparing staff for processes. the coming changesin business processes. Product Farragut will Appropriate Delivery of Enhancement facilitate and Customer approved Requirements document the trainers/power requirements requirements users will for described in the participate in the enhancements. Product requirements Enhancements List sessions for below. desired enhancements. PHASE 2: LRC 04/01/2023 12/31/2023 $237,375 IMPLEMENTATION Data File Specific Farragut will Customer staff will Customer Education conduct education participate in understands sessions these sessions. Farragut's throughout the Standard Data process based on Customer will File format. the data being document their extracted at the data Customer data time. transformation transformation plan specific to plan is the files being executed and reviewed,with data files are support from provided to Farragut. Farragut. Customer staff will generate data files in the Farragut standard file format. - 15- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 26 LRC Services Farragut Customer Start Date Finish Completion Fee Responsibilities Responsibilities Date Criteria Data Conversion& Farragut,using Customer will Database is Reports Standard Data files provide legacy generated Reconciliation provided by the data in the utilizing the Customer,will Farragut Standard Customer's populate Customer File format at data files and legacy data into multiple times Farragut's the NCPTS throughout the Standard database in project. Migration tool. accordance with NC statutes. Customer,along Data value with Farragut,will matching is Farragut will use review results of completed with automated data detailed value match migration tools to discrepancy within help verify that the report.Customer agreeable legacy data has will make tolerance. been transformed necessary and populated changes to Manual correctly into the reconcile verification of NCPTS database. discrepancies. legacy data is Farragut will completed provide the Customer will during training Customer with a work with sessions. report detailing any Farragut to discrepancies determine best found during this method for migration. reconciling value matching Farragut will discrepancies. migrate those data elements that are Customer will required and identify a subset supported by of parcels in NCPTS.Any legacy data to be additional data verified manually. required by customer will be subject to additional costs. Once the data has been migrated into NCPTS, Farragut will perform Value Matching calculations. Farragut will identify any data elements that fall outside of agreed upon acceptable ranges. Farragut will work with Customer to identified reasons for value discrepancies and steps for correction,either through Customer data transformation or Farragut adjustments. - 16- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 27 LRC Services Farragut Customer Start Date Finish Completion Fee Responsibilities Responsibilities Date Criteria Product Farragut will Customer will Farragut Enhancements deliver unit-tested provide delivered Implementation and executable requirements enhancements code for the clarifications as functionality as requirements needed. part of planned described in the releases. Product Enhancements List below. System Installation Farragut will Customer will Customer &Configuration provide Customer create a system application with application environment that environments software, meets or exceeds successfully installation Farragut's created. instructions, minimum configuration recommended requirements and environment in database. the Hardware Specification document. Customer(with Farragut's help if needed)will install the application and upload the provided databases. Customer will provide Farragut staff with remote access to their environments for troubleshooting and support. MapMetrics Farragut will Customer will MapMetrics is Integration provide application provide map operational on software for services the customer installation on both published on network and the Customer's test ESRI's ArcGIS for ready for User and production Server(Standard Acceptance environments. License)software. Testing to begin Farragut will Customer will configure both the create and publish MapMetrics is test and production map services to in use for MapMetrics configure in production GIS servers. MapMetrics for analysis of LRC test and data. Farragut will production provide information environment. of required layers for map services. Customer will provide Farragut with access to the test and production environments to configure the MapMetrics server application. - 17- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 28 LRC Services Farragut Customer Start Date Finish Completion Fee Responsibilities Responsibilities Date Criteria ParcelSync Farragut will Customer will ParcelSync Integration conduct a 1-day make appropriate integrated with meeting to discuss staff available to LRC is GIS data provide Farragut operational on conversion, parcel staff information the Customer mapping workflow regarding GIS network and and supporting IT data,parcel ready for User infrastructure mapping Acceptance procedures,and Testing to Farragut will supporting begin convert the infrastructure Customer's GIS ParcelSync data into the Customer will integrated with ParcelSync data create ParcelSync LRC is in use model,configure database utilizing for production the mapping the Farragut parcel mapping transaction types provided and creation of as agreed and database backup LRC records. provide a database for both test and backup file. production environments. Following Customer review of Customer will this first draft provide a configuration, permanent Farragut refines mapping the data workstation with conversion and ArcMap software workflow for use by definitions and Farragut to use delivers an for test and updated database training.Customer backup file. will create production Farragut will desktop profiles perform a final GIS for parcel data conversion to mapping staff. the ParcelSync data model and Customer will provide the final provide Farragut ParcelSync remote access to database file to the the above Customer. machines via VPN or similar means. Customer will provide the production ArcSDE server with appropriate ESRI software licenses and supporting database product licenses. - 18- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 29 LRC Services Farragut Customer Start Date Finish Completion Fee Responsibilities Responsibilities Date Criteria DeedSync Farragut will Customer will DeedSync is Integration conduct a 1-day make appropriate operational on meeting to discuss staff available to the Customer Register of Deeds provide Farragut network and data mapping, staff information ready for User ParcelSync regarding Acceptance integration and Register of Deeds Testing to supporting IT data,data transfer begin infrastructure. procedures,and supporting DeedSync Farragut will infrastructure. integrated with configure the test LRC and and production Customer ParcelSync and DeedSync servers responsible for is in use for to integrate with managing production the Register of communication processing Deeds(ROD) between Farragut ROD Software. and ROD vendor. documents. Farragut will Customer provide Customer responsible for with documentation providing ROD with the required with Farragut's data format required file needed from the format and ROD. working with the vendor to provide Farragut with the appropriate data for integration into the Farragut system. Customer will provide servers to host both the test and production DeedSync web application. Customer will provide Farragut remote access to the above machines via VPN or similar means Customer will provide the SQL Server databases for both the test and production DeedSync databases. Apex Sketch Farragut will County will obtain County can see Integration deploy the new Apex v5 licenses. sketch in LRC sketch files with accurate provided by Apex County will information. into LRC. contract directly with Apex Software to convert the current sketch files to LRC compatible file. - 19- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 30 LRC Services Farragut Customer Start Date Finish Completion Fee Responsibilities Responsibilities Date Criteria Permits Integration Farragut will Customer will County can see configure the ensure that their that Permits are NCPTS Permit permits software loaded in to interface to will provide data LRC with integrate with in the standard accurate Customer's permits format required by information that software. the NCPTS matched with interface. data provided in the permit files from customer's permit software. Training Farragut will Customer will Farragut provide up to 120 actively delivers training hours of training for participate in within the the functional training sessions project areas of Land for each of the schedule and Record,CAMA, functional areas of budget GIS&System Land Records, constraints. Administration. CAMA&System Administration. Farragut will provide up to 32 Customer will hours of reports participate in reconciliation reports training. reconciliation training. User Testing& Farragut will Customer will Application Acceptance provide software execute system defects and database to be testing for all the documented utilized during user NCPTS and acceptance testing functionalities categorized. review during Farragut will training visits and Resolution for provide support for will document and critical defects user acceptance report discovered provided to the testing. defects. Customer. Farragut will repair Customer will critical defects execute user reported during acceptance user acceptance testing for all the testing that NCPTS materially impede functionalities and the Customer's will document and business report discovered processes. Other defects. issues will be addressed post- Customer test and production under validates all the maintenance& critical defect support repairs. agreement. -20- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 31 Parcel Identification Number Application Plan The specific start and finish dates in detail for each task below will be mutually determined by Farragut and Customer during the Project Initiation phase. PIN App Services Farragut Customer Start Date Finish Completion Fee Responsibilities Responsibilities Date Criteria PHASE 1: PIN APP 03/17/2023 12/31/2023 $50,000 PREPARATION Project Planning Farragut will create Customer project Project Plan and Management and review with manager(along commitment& customer the with leaders of PIN sign-off by detailed Phase 1 App,Tax/LR,GIS& Farragut and Project Plan and IT)will work with Customer. high-level Phase 2 Farragut project Project Plan.The manager to Project Kick-Off detailed Phase 2 complete the Meeting plan will be project planning for completed. completed and Phases 1 &2. Project Kick-Off reviewed at the end Meeting of Phase 1. Customer leaders completed. will prepare and Farragut will align staff for the support Customer upcoming software leaders in preparing changes in staff for the coming business changes in processes. business processes. Product Farragut will Customer's Delivery of Enhancement facilitate and trainers/power/lead requirement Requirements document the users will documents for requirements participate in the the approved described in the requirements software Product sessions for desired enhancements. Development and enhancements. Implementation section below. Data Conversion: Farragut will Customer will Customer PIN Application capture required provide required shares copy of information to data model current PIN prepare PIN information of PIN data for application data application to conversion and model.This data design new data shares data model will be model based on model utilized during PIN NCPTS schema information. application and business development workflow. Farragut shares captured data model information with the customer for verification. Data conversion: Farragut will Customer will Data is DeedSync capture required provide required successfully information to data from Plat migrated to migrate existing Tracker and help to DeedSync or data from Plat identify data reasons are Tracker and element to data identified if validate migration migration validation. migration is not feasibility. feasible. PHASE 2: PIN APP 04/01/2023 12/31/2023 $50,000 DEVELOPMENT& IMPLEMENTATION -21 - DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 32 PIN App Services Farragut Customer Start Date Finish Completion Fee Responsibilities Responsibilities Date Criteria Data Conversion: Farragut will define Customer will Database is PIN Application new PIN app data provide legacy PIN generated model based to app data in SQL utilizing the meet NCPTS (preferred)or CSV Customer's application format,including data files to integration and will related data for meet NCPTS migrate legacy data successful data system to the new data migration. requirements. model. Customer will Manual Farragut will share review new PIN app verification of data model and data model and legacy data is migrated data to may suggest completed the Customer for feasible changes. during training review and sessions. approval. Customer,along with Farragut,will review migrated PIN app data for correctness and may help to identify data discrepancies. Customer will make necessary changes to reconcile discrepancies. Customer may create sample test scenarios to validate similar data structure and/or data relationship. Customer will provide necessary environment to test and validate data and integrations. Data conversion: Farragut will review Customer will Upon data DeedSync data from Plat confirm if Plat migration Tracker and Tracker conversion feasibility, validate if existing is required and existing data is data can be provide necessary available in migrated to the data to migrate for DeedSync DeedSync DeedSync system. system and application. user is able to Upon data search existing data in conversion DeedSync feasibility,existing data from Plat queue. Tracker will be migrated to DeedSync data model. Upon non-feasibility of data conversation,the DeedSync database will not have any records to begin with but will be capable for importing new data. -22- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 33 PIN App Services Farragut Customer Start Date Finish Completion Fee Responsibilities Responsibilities Date Criteria Product Farragut will Customer will Farragut Enhancements enhance provide delivered application requirements enhancements capabilities and clarifications as functionality as deliver unit-tested needed. part of planned and executable releases. code for the Customer will requirements as validate(with the described below: help from Farragut) • Enhancement required of DeedSync to functionality for its export files for correctness. Register of Deeds • Development of PIN application • Integration of PIN App to other NCPTS suite of products such as ParcelSync and CAMA • Development of PIN App reports • PIN App data exporting capability for PWA • PIN reservation and activation workflows in ParcelSync • Enhancement of ParcelSync workflows to accommodate PIN App functionality • Enhancement of CAMA PWA to incorporate PIN App&PIN History search capabilities • Manual creation of DeedSync transaction System Farragut will Customer will Customer Implementation& provide Customer create a system application Configuration with application environment that environments software, meets or exceeds successfully installation Farragut's minimum created. instructions, recommended configuration environment in the parameters and Hardware migrated database. Specification document. Customer(with Farragut help if needed)will install the application and upload the provided databases. -23- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 34 PIN App Services Farragut Customer Start Date Finish Completion Fee Responsibilities Responsibilities Date Criteria Customer will provide Farragut staff with remote access to their environments for troubleshooting and support. Training Farragut will Customer will Farragut provide up to 24 actively participate delivers training hours of training for in training sessions within the the functional areas for each of the project of PIN App and functional areas of schedule and System PIN App and budget Administration. System constraints. Administration. User Testing& Farragut will Customer will Application Acceptance provide software execute system defects and database to be testing for all the documented utilized during user PIN Application and and acceptance testing integration with categorized. NCPTS Farragut will functionalities Resolution for provide support for review during critical defects user acceptance training visits and provided to the testing. will document and Customer. report discovered Farragut will repair defects. critical defects reported during Customer will user acceptance execute user testing that acceptance testing materially impede for all the PIN the Customer's Application and business NCPTS integration processes. Other functionalities and issues will be will document and addressed post- report discovered production under defects. the maintenance& support agreement. Customer test and validates all critical defect repairs. -24- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 35 EXHIBIT A CHANGE ORDER FORM This Change Order Number_ is made as of in reference to that certain Statement of Work No. _ entered into by and between Farragut Systems, Inc. ("Farragut') and ("Customer") dated which is subject to the Master Services Agreement between the parties. For: <Change Order Title> I. Change Request Description of Proposed Change: Business Reason for Proposed Change: Change Request submitted by: _Customer _Farragut Name: Signature: Title: Date: II. Analysis of Change Fee Impact: Change in Project Schedule: Other Considerations: III. Approval or Denial If not approved by both parties within 10 days of submission, this change request will be deemed denied. Approved: Denied: Farragut Systems, Inc. Customer: By: By: Name: Name: Title: Title: Date: Date: -25- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED EXHIBIT 1136 FARRA(OZUT �' NCPTS SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT This Software Maintenance and Support Agreement (this "Agreement") is made and entered into as of (the "Effective Date") by and between Farragut Systems, Inc., a North Carolina corporation having a place of business at 2810 Meridian Parkway, Suite 160, Durham, North Carolina 27713 ("Farragut")and Orange ("County"), a North Carolina county with a mailing address of its executive offices at In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Background 1.1. County has acquired a license to certain software known as NCPTS from NCACC pursuant to the Property Tax Software License Agreement between NCACC and County (the "License Agreement"). The specific software version(s)acquired by County and supported under this Agreement ("Software") is specified in Exhibit A hereto. 1.2. County desires to retain Farragut to provide support and maintenance services for the Software ("Services"), and Farragut desires to provide such services to the County, in accordance with the terms of this Agreement. 2. Definitions. In addition to the definitions in the License Agreement, Farragut and County agree to the following definitions. 2.1. "Error" means a failure of the Software to perform in accordance with its published documentation. 2.2. "Hot Fix" means a software patch that resolves a Critical Severity issue and is delivered prior to the normal System Release. 2.3. An "Issue" shall mean a reported Error or other request for assistance under this Agreement to be tracked for completion within the scope of this Agreement. 2.4. A"Severity Level" shall mean the level of importance for all Issues as reasonably established by the County. The Severity Level designations shall consist of the following: (a) "Critical Severity" Error means an Error that materially impedes the operation of the entire Software or major portions of the County's business operation, and a workaround is not available; (b) "Major Severity" Error means an Error that causes a substantial impact on a major business process; however, a workaround is available or the function can be completed on a limited basis; (c) "Minor Severity" Issue means an Error that causes a minor impact on a business process or a requested enhancement. Page 1 DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 37 2.5. A"System Release"shall include Error corrections and may include functional, processing, and/or cosmetic enhancements. System Releases shall be delivered based upon a mutually agreed schedule. 2.6. "Acknowledgement Time" is the elapsed time from County's reporting of an Issue until Farragut' acknowledgement of receipt of the reported Issue. 2.7. "Resolution Time" is the elapsed time from County's submission of an Issue and delivery of associated information until either(1) Farragut delivers a fix or reasonable workaround for the reported Error or supplies the requested information for Issues not involving Errors, or(2) in the event such delivery is not reasonably feasible, Farragut delivers a plan/schedule for the support. 2.8. "Release Acceptability" is a quality measurement for a System Release, defined as the total number of Issues addressed in such System Release without a reported defect within 30 days of delivery, divided by the total number of Issues that are purported to be addressed by such System Release. For example, if 90 Issues are closed without defect (10 defects are reported)out of a total of 100 Issues delivered in a Support Release, the Release Acceptability is 90/100 = 90%. 3. Services. Farragut shall provide the support and maintenance services specified in Exhibit A hereto. 4. Fees. 4.1. The annual support and maintenance fee for the initial term is set out on Exhibit A, which fee shall be due and payable within thirty(30)days of the Effective Date. Fees for renewal terms shall be Farragut' then current standard annual fee for maintenance of the Software, which fee shall be payable in advance prior to the start of such one-year renewal term; provided that in no event shall the maintenance fee increase by a cumulative amount of more than ten percent (10%) per year(unless the Country has acquired additional Software modules or has increased its number of real property parcels into a higher tier, as described in Exhibit A). Annual fees may be invoiced thirty(30) days prior to the expiration of the previous term. Farragut may impose interest on late payments in the amount of one percent (1 %) per month beginning on the date such payments became overdue. 4.2. Where on-site support is requested by County, a travel charge may be made by Farragut. 4.3. County understands that if County terminates this Agreement and then wishes at a later date to resume receiving services under this Agreement, County will be required to pay Farragut the entire maintenance fees for the period of discontinuance plus the maintenance fee for the period then commencing. 4.4. County shall be responsible for payment of all federal, state, local and other taxes (including, but not limited to, sales, use and property taxes) related to this Agreement, excluding any taxes based upon Farragut' income, unless County is tax exempt and provides a tax certificate of exemptions. 5. Confidentiality 5.1. "Confidential Information" means any information or data (including without limitation any formula, pattern,compilation, program,device,method,technique,or process)that is disclosed by one party (a disclosing party) to the other party (a receiving party) pursuant to this Agreement that is identified in writing as confidential or that would reasonably be recognized as confidential. Confidential Information does not include information that: (a) is or becomes publicly known or Page 2 DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 38 available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; (c)was previously known by the receiving party as shown by its written records; or (d) was independently developed by the receiving party as shown by its written records. 5.2. A receiving party agrees: (a)to hold the disclosing party's Confidential Information in strict confidence; and (b) use the disclosing party's Confidential Information solely in connection with the provision of Services under this Agreement. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure. 5.3. Upon the termination or expiration of this Agreement, the receiving party will return to the disclosing party all the Confidential Information delivered or disclosed to the receiving party, together with all copies in existence thereof at any time made by the receiving party. The provisions of this Section 5 shall survive any termination of this Agreement. 6. Term and Termination 6.1. This Agreement shall be in effect for an initial term of one (1)year from the Effective Date unless earlier terminated pursuant to this Section 6. After the end of the initial term, this Agreement will automatically continue for up to five (5) successive annual renewal terms unless either party provides the other party written notice at least sixty (60) days prior (or, if County does not receive continued appropriation by the applicable Country Board of Commissioners or other funding source, at least five (5) days prior) to the end of the then-current term of its intent to terminate this Agreement. Fees for renewal terms are due as set forth in Section 4.1 above. If County does not pay the support fee for a renewal term within thirty (30) days after the date of invoice, then Farragut may in its discretion suspend the delivery of support services or terminate this Agreement. 6.2. Either party may terminate this Agreement or if the other party materially breaches this Agreement and such breach is not cured, or an acceptable plan for resolving the breach is not put in place, within thirty (30) days after written notice identifying specifically the basis for such notice. 6.3. The terms provided in Sections 2, 5, 7, 8.1, 8.3, 9 and 10 of this Agreement shall survive any termination of this Agreement. For the avoidance of doubt, the parties agree that termination of this Agreement shall not result in termination of the License Agreement. 7. Warranty 7.1. Farragut represents that it has the requisite knowledge, expertise and experience necessary to perform Services under this Agreement. County agrees to notify Farragut of any breach of this representation within thirty(30)days after completion of the Services. County's sole remedy for breach of this representation shall be for Farragut to reperform the Services at issue at no charge to County. 7.2. County represents that it has obtained or will obtain prior to Farragut'commencement of the Services all licenses and consents from third party vendors authorizing access to software and/or technical information owned by such vendors and licensed to County, as required in order for Farragut to perform the Services. 7.3. Each party represents that it has received all necessary authority and approvals to enter into this Agreement, and that the negotiation and performance of this Agreement is not in conflict with any other agreement entered into by such party. 7.4. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Farragut MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE Page 3 DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 39 TRADE OR BY COURSE OF DEALING. ALL WARRANTIES RELATING TO THE NCPTS SOFTWARE SHALL BE AS SET FORTH IN THE LICENSE AGREEMENT. 8. Liability and Insurance 8.1. All liability arising under or relating to the subject matter of this Agreement, whether under theory of contract, tort (including negligence), or otherwise, shall be limited to direct damages. Neither party, including its officers, directors, employees, agents, representatives, and subcontractors, shall have any liability to the other party or to any third party for any incidental, punitive, indirect, special or consequential damages, including but not limited to lost profits, loss of data, cost of recreating lost data, interruption of business, or costs of procurement of substitute goods or services, even if advised of the possibility of such damages, whether under theory of warranty, contract, tort(including negligence), strict liability or otherwise. The aggregate liability of Farragut under this Agreement shall not exceed the total fees paid by County to Farragut with respect to the annual term at issue. 8.2. Farragut will carry and maintain throughout the period of this Agreement, at Farragut' sole expense, insurance including specifically general liability, and if applicable, worker's compensation insurance,to cover the obligations of Farragut set forth herein,or the acts of Farragut performed hereunder. Certificates of such insurance shall be furnished by Farragut to County within ten (10) business days after execution of this Agreement. Such certificates shall require the insurer issuing the underlying policy to provide County with a minimum of thirty (30) days notice prior to modification or cancellation of said policy. Farragut agrees that such insurance shall be primary, regardless of any other insurance coverage,which County may procure for its own benefit. 8.3. The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and Farragut'compensation for the Services reflects such allocations. 9. Dispute Resolution 9.1. The parties agree to attempt to resolve any controversy, claim or dispute ("Dispute") arising out of or relating to this Agreement by means of good faith discussion and negotiation. In the event that a Dispute cannot be resolved at the project level, then designated senior executives of the parties shall meet and enter into further good faith settlement negotiations. If such senior executives cannot resolve the Dispute within thirty (30) days, the parties agree to try in good faith to settle the dispute by mediation administered by a mutually agreed third—party mediator before resorting to litigation. Any legal proceeding arising out of or relating to this Agreement or its alleged breach will be brought solely in the a state or federal court in Durham Country, to the exclusion of any other forum, and the parties hereby expressly agree and submit to the exclusive jurisdiction of such courts. 9.2. This Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without regard to conflict of law provisions. 10. Miscellaneous 10.1. During the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement for any reason, neither party shall employ nor offer or seek to employ, either directly or indirectly, any person who, at that time or within the last six (6) months, was either employed or engaged as an independent contractor by the other party. 10.2. The parties are and intend to be independent contractors with respect to the services contemplated hereunder. Farragut agrees that neither it nor its employees or contractors shall be considered as having an employee status with County. All persons employed by Farragut to perform Services shall be subject to the exclusive direction and control of Farragut. No form of joint employer,joint venture, partnership, or similar relationship between the parties is intended or Page 4 DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 40 hereby created. 10.3. Neither party shall be liable for any failure or delay in the performance of its obligations due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other act of God. Each party shall promptly notify the other party in the case of an event arising under this Section. 10.4. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous written and oral agreements with respect to its subject matter. Except as provided expressly herein, this Agreement shall not be modified, amended, or in any way altered except in a written amendment executed by both of the parties. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. 10.5. Headings used in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement. 10.6. Neither party may assign this Agreement or any right hereunder without the prior written consent of the other party; provided however that Farragut may assign this Agreement to the acquirer of all or substantially all of its business, so long as such acquirer agrees in writing to be bound by the terms of this Agreement and notice is provided to County within ten (10) days of such transfer of any new entity, address and/or contact(s). Any attempted assignment not authorized herein shall be null and void. 10.7. All notices required or permitted hereunder shall be in writing, delivered personally; by certified or registered mail, or by overnight delivery by an established national delivery service at the respective addresses first set forth above. Notices to Farragut shall be sent to the attention of Vice President of Local Gov Solutions or to such other person designated by Farragut in a written notice to County. Notices to County shall be sent to the attention of or to such other person designated by County in a written notice to Farragut. All notices shall be deemed effective upon personal delivery or when received if sent by certified or registered mail or by overnight delivery. IN WITNESS THEREOF, the parties have caused this Agreement to be signed and delivered by its duly authorized officer or representative. ORANGE COUNTY FARRAGUT SYSTEMS, INC. By: By: Name: Name: Sanjay Chouhan Title: Title: Vice President, Engineering Date: Date: Page 5 DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 41 EXHIBIT A SUPPORT SERVICES AND FEES 1. Software. The Software supported under this Agreement is NCPTS Billing & Collections (B&C) and Land Records & CAMA(LRC). 2. General Performance Duties of Farragut. Farragut shall: 2.1. Use diligent efforts to correct Errors and provide reasonable workarounds in the order of priority as specified by the County. As part of this service, Farragut will also correct defects in data that are not caused by user or third-party software error, e.g., those caused by Errors or Farragut batch run or data migration errors. 2.2. Provide reasonable assistance related to maximizing the use or the performance of the Software, including assisting users with the proper use of the Software and with data issues related to queries and report writing. 2.3. Maintain a Customer Response Center("CRC") Monday through Friday (excluding normal business holidays)from 8:30 AM until 5:00 PM Eastern Time for the reporting, execution, and management of Services. 3. Staffing Requirements of Farragut. 3.1. Farragut will provide personnel with adequate skill and training as shall be required to meet its obligations and deliver the Services as described in this Agreement. 4. Reporting Requirements of Farragut. Farragut will provide a web-based Issue entry and service status system ("Online Customer Portal", including any successor system thereto). This system will support: 4.1. Submission of Issues 4.2. Tracking of Issue priorities and status (including opened and closed issues) 4.3. Access to Issue resolution database 5. Meetings Arranged by Farragut. Farragut will facilitate and provide reports for the following meetings: 5.1. Monthly prioritization meetings by telephone to review and prioritize the County's Issues. 5.2. Periodic planning meetings at Farragut to collectively review and plan how support services are delivered to all support customers for the Software. These meeting will be scheduled on mutually agreeable dates and will include other NC county customers of the Software. 5.3. Such additional meetings as are mutually agreed and scheduled. 6. System Releases -6- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 42 6.1. Not less than three System Releases per year will be delivered to all NC county customers. 6.2. System Releases will be delivered using the following approach: (a) Issue Cut Off—Cutoff date for reporting Issues to be included in the System Release is five weeks prior to the scheduled Acceptance Testing Release. (b) Issue List—A List of Issues to be included in the System Release provided to the County in the Online Release Notes (available in the application) at the time of the Acceptance Testing Release. (c) Acceptance Testing Release—System Release is provided to the County for installation and acceptance testing. (d) Production Decision—Participating Counties independently make a decision to accept or reject the System Release within four weeks after Acceptance Testing Release is made available. (e) Production—Farragut recommends County put System Release into production within two weeks of acceptance. 6.3. Technology Upgrades. Farragut will add support in System Releases for minor new versions of third party database software as soon as commercially practicable. 6.4. System Releases will have a Release Acceptability of 92% or higher. 7. Timing Standards of Performance by Farragut. Farragut shall meet the following timing standards in connection with the Repair and Support Services: 7.1. Resolution Time. Critical Severity Issues will be resolved within one business day, or if software change required, delivered with next weekly Hot Fixes of the Issue being reported; provided that if the Critical Severity Issue is not capable of resolution within that time frame, Farragut shall provide to the County a description of the Hot Fix plan and time frame for resolving the Issue. 7.2. Acknowledgement Time. (a) In the event of a Critical Severity Issue Farragut will respond within one business hour. (b) In the event of a Major Severity Issue Farragut will response within one business day. (c) Farragut shall respond to telephone and e-mail queries about additional Issues, services, and other matters within 2 business days of the receipt of the inquiry from the County. 8. General Performance Duties of the County. In addition to the obligations in the License Agreement, the County shall meet or cause the Users to meet the following obligations in connection with the Services: 8.1. Report Issues in Online Customer Portal. 8.2. Provide timely user acceptance testing for Hot Fixes and System Releases prior to putting them into production. -7- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 43 8.3. Put System Releases into production within two weeks of collective acceptance. 8.4. Participate in scheduled support review and planning meetings. 8.5. Respond to reasonable requests for information and clarification regarding Services to be performed. 8.6. Appoint a named Support Coordinator to provide first-level maintenance and support services to the Users and coordinate second-level support with Farragut. First level maintenance and support includes the provision of telephone and e-mail support to Software users and the implementation of documented fixes and workarounds. 8.7. Provide system administration services to keep the Software in good working order including monitoring security configuration, managing allocation of user names and passwords, configuring and monitoring automated batch jobs, monitoring disk space and other resource use, and performing backups. 8.8. Provide database administration services that provide for data security enforcement, database performance, and backup and recovery 8.9. Provide data loading and extraction services related to required data imports or extracts from the Software. 8.10. Provide and maintain Farragut access to a current test environment. All such Farragut access shall be consistent with County's security policy, as communicated to Farragut from time to time. 9. Services Not Included in this Agreement. The following services can be provided by Farragut at additional cost and are not provided in this Agreement. 9.1. First-level maintenance and support services to the Users. 9.2. Administration services to keep the Software and related hardware, third-party software and other IT infrastructure in good working order including monitoring security configuration, managing allocation of user names and passwords, configuring and monitoring automated batch jobs, monitoring disk space and other resource use, and performing backups. 9.3. Database administration services that provide for data security enforcement, database performance, and backup and recovery. 9.4. Data loading and extraction services related to required data imports or extracts from the Software. 9.5. Report writing. 9.6. Data migration-related issues for situations where Farragut was not responsible for the data migration. 9.7. Extended service hours beyond the normal CRC hours. 9.8. On-site services (unless determined by Farragut to be necessary for addressing a Critical Severity Issue). 9.9. Change requests and enhancements. -8 DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 44 9.10. Business and technical consulting. 9.11. Technology upgrades, other than those contained under section 6.3 Technology Upgrades. 10. Reporting and Approvals. The Support Coordinator for the County shall be . The Support Coordinator for Farragut shall be Renee Knight-Tate. The delivery and implementation of all Hot Fixes must be approved by both Support Coordinators. 11. Fee Schedule. The Services will be provided by Farragut for an annual fee, based upon the Software modules in production and Client's total number of real property parcels as of July 1, 2022 and subsequently as of each annual renewal date, as follows. NCPTS Software Number of Real Property Parcels Annual Fee Modules B&C Tier 1: equal to or greater than 300,000 $206,700 real property parcels Tier 2: greater than 120,000 and less $110,770 than 300,000 real property parcels Tier 3: equal to or less than 120,000 $58,300 rerty parcels LRC Tier 1: equal to or greater than 300,000 $206,700 real property parcels Tier 2: greater than 120,000 and less $110,770 than 300,000 real property parcels Tier 3: equal to or less than 120,000 $58,300 rerty parcels Farragut will invoice Client for four equal quarterly payments, beginning on the Effective Date. Payment terms are net 30 days. If, as of the beginning of any renewal term, the applicable number of real property parcels for either B&C or LRC, or both, has changed enough to move into a new tier, then the annual support fee will be changed on a graduated basis to the new tier amount, in that'/2 of the change will apply in the renewal term and the remaining '/z of the change will apply in the following renewal term. Client agrees to provide Farragut with access to Client's systems upon Farragut' request to audit and confirm Client's total number of real property parcels. -9- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED EXHIBIT 111 FARRAGUTTm SOFTWARE LICENSE AND SUPPORT AGREEMENT This Software License and Support Agreement ("Agreement") is entered into by and between Farragut Systems, Inc., a North Carolina corporation having a place of business in Durham, North Carolina 27713 ("Farragut"), and Orange County("Customer"),a governmental agency with a mailing address of its executive offices at This Agreement, including the attached Software License and Support Terms, sets forth the terms of Customer's license of the Software from Farragut and Farragut's support services to be provided to Customer. The following Schedules are attached to this Agreement and made a part hereof: Schedule A Software Description, Licensed Location, and Fees Schedule B Software Support Customer acknowledges it has read and understands this Agreement(including all Schedules and Exhibits as applicable) and is entering into this Agreement only on the basis of the terms expressly set forth in this Agreement. Any executed copy of this Agreement made by reliable means (e.g. photocopy or facsimile) is considered an original. The "Effective Date" of this Agreement is Agreed and Accepted: Farragut Systems, Inc. Customer: Orange County By: By: Name: Sanjay Chouhan Name: Title: Vice President, Engineering Title: Date: Date: DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 46 FARRAGUT SYSTEMS SOFTWARE LICENSE AND SUPPORT TERMS 1. Software License. copies of the Software provided to Customer. Customer shall notify Farragut of the following: (i)the 1.1 License. Subject to the terms of this location of all Software and all copies thereof,and (ii) Agreement, Farragut grants to Customer a non- all circumstances known to Customer regarding any exclusive, non-transferable, perpetual license to unauthorized possession or use of the Software. use the Software in executable code form only for Customer's internal business purposes. The c) Upon termination of this Software may be installed only on the Computer(s) Agreement, Customer's license will terminate, and or server(s) located at the Licensed Location Customer shall immediately discontinue all use of the specified in Schedule A, which may be amended Software and return to Farragut and/or destroy from time to time to specify additional locations as (including, without limitation, deleting all electronic required. Customer may temporarily install the copies in a manner that cannot be recovered), at Software on a Computer(s) or server(s) at an Farragut's option, the Software and all archival, alternative location as a disaster recovery site for disaster recovery, back-up and other copies thereof, testing or other similar purposes, provided and provide written certification to Farragut of such Customer promptly provides Farragut written return and destruction. notice of such temporary installation, including the physical address of the alternative location. d) Customer agrees that Farragut and its representatives may, during the term of the 1.2 Delivery; Installation and Training. The Agreement, inspect and/or conduct an audit of the Software will be deemed accepted by Customer on Customer's computer site, computer systems, the Delivery Date. Customer will be responsible for and/or equipment and appropriate records of installation of the Software and training of its Customer, in order to verify Customer's compliance employees unless there is a separate written with the terms of the license granted to Customer agreement between Customer and Farragut by Farragut. Farragut will provide Customer with providing for installation and/or training by at least 15 calendar days prior written notice of a Farragut. Documentation will be in the English proposed inspection and/or audit, which will be language and provided in printable electronic soft conducted no more often than once per calendar copy. year, at mutually agreed upon times during Customer's normal business hours. 1.3 Protection of Software. 1.4 No Transfer of Title. The Software and any a) Customer may not, directly or and all related algorithms, database structures, indirectly: (i) cause or permit any reverse reports and screen layouts, and all associated engineering, disassembly or de-compilation of the intellectual property rights, are the property of Software, or to otherwise ascertain, derive, and/or Farragut. appropriate for any reason, the source code, design, architecture, logic or algorithms for the 1.5 Limited Rights. Customer's rights in the Software; (ii) create derivative works based on the Software will be limited to those expressly granted Software; (iii) use the Software for application in this Agreement. Farragut reserves all rights and development purposes or to modify or customize licenses in and to the Software not expressly other software; (iv) modify or customize the granted to Customer under this Agreement. Software; or (v) assign, transfer, sublicense, time- share, distribute, rent, or grant any rights to the 1.6 Government Users. If Customer is an Software or use as a service bureau. agency, department, or other entity of the United States Government ("Government"), the use, b) Customer may make up to two duplication, reproduction, release, modification, copies of the Software for archival, disaster disclosure or transfer of the Software, manuals, or recovery, or backup purposes. Otherwise, any technical specifications, or any related Customer shall not copy or duplicate the Software. documentation of any kind, including technical data All copies of the Software must contain all of ("Software and documentation"), is restricted in Farragut's proprietary notices and legends(including accordance with Federal Acquisition Regulation government restricted rights) as they appear on the ("FAR") 12.212 for civilian agencies and Defense - 1 - DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 47 Federal Acquisition Regulation Supplement warrants that during the Warranty Period the ("DFARS") 227.7202 for military agencies. The Software will perform, during normal and proper Software and documentation is commercial use,substantially as described in the specifications computer software and commercial computer set forth in the then-current Documentation software documentation. The use of the Software accompanying the Software, when the Software and documentation is further restricted in has been properly installed. Due to the complex accordance with the terms of this Agreement, or nature of computer software, Farragut does not any modification thereto. warrant that the functions contained in the Software or in any Software Maintenance Release will meet 2. Software Support. the requirements of Customer or that the operation of the Software, including Software Maintenance 2.1 Scope of Software Support. Farragut will Releases, will be uninterrupted or error free. provide Customer with support services as set forth Failure to conform to the warranty must be reported in this Section 2 and Schedule B in accordance by Customer to Farragut in writing within the with Farragut's standard policies, as adopted by Warranty Period and must be accompanied with Farragut from time to time ("Software Support'). sufficient written detail to enable Farragut to Software Support is subject to Customer's proper reproduce or verify the error and provide a solution use of the Software, Customer's cooperation with or suitable work-around. If the Software does not Farragut as provided in Section 5.4, the Exclusions conform to this warranty and Farragut is properly from Warranty and Support Coverage set forth in notified of non-conformance during the Warranty Section 3.2, Customer's payment of the required Period, Farragut will make commercially Annual Support Fees, and Customer's continued reasonable efforts to provide a remedy or suitable compliance in all material respects with the terms workaround, at no additional charge to Customer. of this Agreement. Customer acknowledges and agrees that this warranty is contingent upon and subject to 2.2 Term of Software Support. Annual Customer's proper use of the Software in Support Fees will be invoiced upon 12 month accordance with the then-current Documentation, periods, as further described in Section 4.2. If and the Exclusions from Warranty and Support Customer does not pay the invoice for the next Coverage set forth in Section 3.2. The remedies annual Software Support period, then Software set forth in this Section 3.1 are the full extent of Support will not be renewed. If Customer elects to Customer's remedies and Farragut's obligations purchase Software Support, then Customer must regarding this warranty. purchase Software Support with respect to all of the Software licensed by Customer. All Annual 3.2 Exclusions from Warranty and Support Support Fees are nonrefundable except as Coverage. The warranties under this Section 3 and expressly provided herein. Software Support under Section 2 do not cover defects, errors, or malfunctions that are caused by 2.3 Termination. By notifying the other party in any external causes, including, but not limited to, writing at least 30 days before expiration of the any of the following: (a)Customer's failure to follow Software Support period, a party may elect to operational, support, or storage instructions as set terminate Software Support for the Software. If this forth in applicable Documentation; (b) the use of Agreement is terminated, then Software Support non-compatible media, supplies, parts, or also will terminate. components; (c) modification or alteration of the Software or its components, by Customer or any 2.4 Modifications. Farragut may modify its third party; (d) use of software not supplied or Software Support upon written notice to Customer, authorized by Farragut; (e) external factors except that in no event may Farragut make any (including, without limitation, power failure, surges modifications to its Software Support that would or electrical damage, fire or water damage, air materially reduce the level of Software Support that conditioning failure, humidity control failure, or Farragut provides to Customer hereunder during corrosive atmosphere harmful to electronic the then-current term for which Customer has paid circuitry); (f) failure to maintain proper site Annual Support Fee. specifications and environmental conditions; (g) negligence, accidents, abuse, neglect, misuse, or 3. Limited Warranties. tampering; including attacks by malicious software such as viruses, Trojan horses, worms, time 3.1 Software Limited Warranty. Farragut bombs, cancelbots or other similar harmful or -2- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 48 deleterious software routines; (h) improper or 4.3 Additional Charges. Additional charges abnormal use or use under abnormal conditions; (i) may apply for services and products not included use in a manner not authorized by this Agreement in Software Support or for services rendered or use inconsistent with Farragut's Documentation; outside contracted hours or beyond normal Q)use of Software on equipment that is not in good coverage at Customer's request, e.g., travel operating condition or defects in Customer expenses, premium and minimum charges. Any Infrastructure; (k) acts of Customer, its agents, additional charges must be mutually agreed to in servants, employees, or any third party; (1) advance by Customer and Farragut, except for servicing or support by any third party, or without charges resulting from defects in Customer written authorization by Farragut; or (m) Force Infrastructure as given in Section 2.5(e) of Majeure. Farragut reserves the right to charge for Schedule B. Farragut will invoice Customer for repairs on a time-and-materials basis at Farragut's additional charges incurred under this Agreement. then-prevailing rates, plus expenses, and for Payment is due on these invoices within 30 days replacements at Farragut's standard prices caused by these exclusions from warranty and support after the date of invoice. coverage. 4.4 Payment. Unless otherwise stated herein, 3.3 Disclaimer. TO THE MAXIMUM EXTENT Customer will pay Farragut any fees due under this PERMITTED BY APPLICABLE LAW, EXCEPT Agreement within 30 days after the invoice date. FOR THE WARRANTIES IN THIS SECTION 3, (A) Customer shall pay Farragut all amounts due in THERE ARE NO WARRANTIES, EXPRESS OR U.S. dollars. All payments are to be made to IMPLIED, BY OPERATION OF LAW OR Farragut at its office in Durham, North Carolina or OTHERWISE UNDER THIS AGREEMENT OR IN to such other location as is designated by Farragut CONNECTION WITH THE LICENSE, by written notice to Customer. Unless otherwise SOFTWARE SUPPORT OR PERFORMANCE OF expressly set forth in this Agreement, all fees paid OTHER SERVICES, AND (B) FARRAGUT or due hereunder by Customer are non-refundable. DISCLAIMS ALL EXPRESS AND IMPLIED If any payments are past due, Farragut may, WARRANTIES, INCLUDING, BUT NOT LIMITED without waiving any other available rights or TO, THE IMPLIED WARRANTIES OF FITNESS remedies, (a) suspend performance under any or FOR A PARTICULAR PURPOSE, all of this Agreement until payments are current, (b) MERCHANTABILITY, TITLE, AND decide not to accept additional SOW's or other NONINFRINGEMENT FOR ALL SOFTWARE, orders from Customer under other agreements, if SOFTWARE SUPPORT AND OTHER SERVICES. any, between Customer and Farragut, and/or (c) THE EXPRESS WARRANTIES EXTEND SOLELY seek collection of all amounts due. TO CUSTOMER. 4. Fees. 4.5 Taxes and Duties. Customer shall be responsible for paying all taxes and duties in 4.1 License Fees. Upon execution of this connection with this Agreement, including taxes Agreement, Customer will pay Farragut the paid or payable by Farragut or which Farragut is required to collect, in connection with the products License Fees (the "License Fees") in the amount set forth on Schedule A. Farragut will invoice or services provided by Farragut to Customer Customer for the License Fees, and the License hereunder, or arising from Customer's use, operation or possession of the So Fees are due within 30 days after the date of Software, or any part thereof, but excluding any taxes based upon invoice. Farragut's income.This provision does not apply to 4.2 Annual Support Fees. Customer willa any taxes for which Customer is exempt and for Farragut the Annual Support Fee in the amount set et which Customer has furnished Farragut with a valid forth on Schedule A on or before each Anniversary tax exemption certificate authorized by the Date of this Agreement. Farragut will use appropriate taxing authority. reasonable efforts to invoice Customer for the 5. Customer's Responsibilities. Annual Support Fee at least 60 days before the due date. Customer will pay the support fee within thirty 5.1 Independent Determination. Customer (30) days of receipt of a correct invoice from has independently determined that the Software Farragut. provided under this Agreement currently meets -3- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 49 Customer's requirements. input and data output, monitoring the accuracy of information obtained, and managing the use of 5.2 Cooperation. information and data obtained. Customer will ensure that its personnel are, at all times, educated a) Customer agrees to cooperate and trained in the proper use and operation of the with Farragut and promptly perform Customer's Software. Customer will ensure that the Software responsibilities under this Agreement. Customer is used in accordance with its Documentation. will provide timely access to its key personnel and Customer shall comply with all applicable laws, will timely respond to Farragut's questions relating rules and regulations with respect to its use of the to this Agreement or Farragut's performance under Software. this Agreement. 5.5 Backups. CUSTOMER IS RESPONSIBLE b) Customer will, as applicable, (i) FOR BACKING UP CUSTOMER'S DATA, provide Farragut adequate, timely, safe and SOFTWARE AND SYSTEMS. Customer will hazard-free access to its personnel, facilities, maintain back-up data, software and systems equipment, hardware, software, network and necessary to replace critical Customer data, information, subject to Customer's reasonable software and systems in the event of loss, security rules; (ii) provide adequate working and corruption or damage to data, software or systems storage space for use by Farragut personnel near from any cause. Customer's hardware, software and systems; (iii) provide Farragut full access to the Software and 6. Confidential Information. sufficient computer time; (iv) follow Farragut's procedures for placing warranty and Software 6.1 Confidentiality. Customer shall keep in Support service requests and determining if confidence and protect Farragut Confidential warranty or Software Support remedial service is Information from disclosure to third parties and will required; (v) follow Farragut's instructions for restrict its use to uses expressly permitted under obtaining support and warranty services; (vi) this Agreement. Customer shall take all reasonable reproduce suspected defects, errors or steps to ensure that the Confidential Information is malfunctions in Software at the request of Farragut; not disclosed, copied, misappropriated or used in (vii) provide Farragut with access to the Software any manner not expressly permitted by the terms of through the internet, VPN or other connection this Agreement. Customer shall keep the acceptable to Farragut that will permit Farragut to Confidential Information and all tapes,diskettes,CDs provide warranty and support services remotely; and other physical embodiments of the Confidential and, (viii)timely make decisions, notify Farragut of Information, and all copies thereof, at a secure relevant issues and information, and grant location and limit access to those employees who necessary approvals and/or permissions to must have access to enable Customer to use the Farragut. Software. Each permitted copy of Confidential Information, including its storage media, must be 5.3 Site Maintenance; Proper Storage. marked by Customer to include all notices that Customer shall maintain the appropriate operating appear on the original. Title, copyright and all other environment for the Software in accordance with proprietary rights in and to the Confidential normally accepted industry standards for an office Information at all times remains vested exclusively in environment. Customer shall also maintain all Farragut. If Customer is compelled by subpoena or communications equipment, telephone lines, court order to disclose Farragut Confidential electric lines, cabling, modems, air conditioning Information, Customer shall promptly notify and all other equipment and utilities necessary for Farragut upon receipt of the subpoena or court the Software to operate properly. order and shall reasonably cooperate with Farragut, at Farragut's election and expense, in 5.4 Use. Customer is exclusively responsible contesting or limiting the subpoena or court order. for supervising, managing and controlling its use of Customer shall limit its disclosure to the extent and the Software, including but not limited to, terms required by the subpoena or court order and establishing operating procedures, appropriate related protective orders. access and permissions, and audit controls, supervising its employees, providing adequate 6.2 Return of Confidential Information. Upon network security, making daily backups, inputting termination or cancellation of this Agreement or, if data, ensuring the accuracy and security of data earlier, upon termination of Customer's permitted -4- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 50 access to or possession of Confidential Agreement, by giving written notice of termination Information, Customer shall return to Farragut to the other party, if the other party is in default(as and/or destroy(including,without limitation, deleting defined in Section 7.3). If default occurs,the parties all electronic copies in a manner that cannot be will have all remedies provided in this Agreement recovered), at Farragut's option, all copies of the and otherwise available by statute, law or equity, Confidential Information in Customer's possession, subject to the other terms of this Agreement. and provide certification to Farragut of such return and destruction. b) Farragut may terminate its Software Support and other support obligations, if 6.3 Intellectual Properties. All ideas,concepts, any, under this Agreement, by providing at least 30 know-how, data processing techniques, days prior written notice of such termination to documentation, diagrams, schematics, firmware, Customer, if Farragut determines that any equipment architecture, software, improvements, modifications to the Software that are not made by bug fixes, upgrades and trade secrets developed Farragut or Customer's failure to install a Software by Farragut personnel (alone or jointly with Maintenance Release will materially interfere with Customer) in connection with Confidential the provision of Software Support or Farragut's Information will be the exclusive property of other obligations. Farragut. 7.3 Defaults. The following events will be 6.4 Support and Maintenance Materials. deemed to be defaults: Customer acknowledges that all support materials are the property of Farragut and include a) A party committing a material Confidential Information of Farragut. Customer breach of any term of this Agreement if such agrees that it will not permit anyone other than breach has not been cured within 30 days after Farragut installation and support personnel and written notice of such breach has been given by the authorized Customer employees to use such non-defaulting party to the defaulting party; materials. b) A party failing to comply in any 6.5 Customer Employees. Customer will material respect with any federal, state or local inform its employees of their obligations under this laws applicable to the party's performance under Section 6 to ensure that such obligations are met. this Agreement if such breach has not been cured within 30 days after written notice of such breach 6.6 Public Information Act. Notwithstanding has been given by the non-defaulting party to the anything else to the contrary in this Agreement, the defaulting party. confidentiality terms and provisions of this Agreement are subject to the applicable 7.4 Effect of Termination. The Software requirements of the Public Information Act. If license, Software Support, and Farragut's other Customer is asked to disclose Farragut Confidential obligations, if any, under this Agreement will Information, Customer shall seek confidential automatically terminate upon the termination of this treatment for such information in accordance with the Agreement. In such an event, Customer's use of applicable Public Information Act. Customer shall the Software must immediately cease and promptly notify Farragut in writing of all requests for Customer must comply with the provisions of Farragut Confidential Information and shall notify Section 1.3(c). Farragut in writing before releasing any Farragut Confidential Information. 7.5 Survival. Upon termination of this Agreement, all rights and obligations of the parties 7. Term of Agreement; Termination. under this Agreement will automatically terminate except for rights of action accruing prior to 7.1 Term. This Agreement will commence on termination, payment obligations, and any other the Effective Date set forth above the parties' obligations that expressly or by implication are signatures and will continue in full force and effect, intended to survive termination including, without unless otherwise terminated as provided herein. limitation Sections 1.3, 3.3, 4, 6, 7.4, 7.5, 7.6, 7.7, 8, 10 and 11. 7.2 Termination. 7.6 Nonexclusive Remedy. Except as a) Either party may terminate this otherwise set forth in this Agreement, termination -5- DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 51 of this Agreement by either party will be a transportation control, medical applications, or any nonexclusive remedy for breach and will be without other life critical uses or inherently dangerous prejudice to any other right or remedy of such party. activities. Customer understands and agrees that Termination of this Agreement will not relieve Farragut makes no assurances that the Software is Customer of its obligation to pay all fees and suitable for any high-risk uses or inherently expenses that accrued before such termination. dangerous activities. 7.7 Amendment. The terms of this Agreement 8.4 Referrals. FARRAGUT IS NOT may only be amended with a written Amendment PROVIDING TO CUSTOMER ANY THIRD PARTY executed by both Parties. PRODUCTS, SOFTWARE OR SERVICES PURSUANT TO THIS AGREEMENT. Farragut 8. Limitation of Damages. may direct Customer to third parties having products, software or services that may be of 8.1 Back-Ups; Customer Data. Customer is interest to Customer for use in conjunction with the responsible for assuring and maintaining the Software. Notwithstanding any Farragut backup of all Customer data, software and network recommendation, referral or introduction, systems. UNDER NO CIRCUMSTANCES WILL Customer will independently investigate and test FARRAGUT BE LIABLE TO CUSTOMER OR ANY third party products, software and services and will THIRD PARTY FOR THE LOSS OF, have sole responsibility for determining suitability CORRUPTION OF, OR DAMAGE TO for use of third party products, software and CUSTOMER DATA, SOFTWARE OR NETWORK services. FARRAGUT HAS NO LIABILITY FOR SYSTEMS CLAIMS RELATING TO OR ARISING FROM USE OF THIRD PARTY PRODUCTS, SOFTWARE OR 8.2 Limitation of Liability. SERVICES. FARRAGUT DISCLAIMS ALL NOTWITHSTANDING ANYTHING TO THE REPRESENTATIONS AND WARRANTIES CONTRARY IN THIS AGREEMENT, TO THE RELATING TO THIRD PARTY PRODUCTS, MAXIMUM EXTENT PERMITTED BY SOFTWARE AND SERVICES, INCLUDING BUT APPLICABLE LAW, FARRAGUT WILL NOT BE NOT LIMITED TO ALL IMPLIED WARRANTIES LIABLE TO CUSTOMER FOR ANY SPECIAL, CONCERNING THE PERFORMANCE, INDIRECT, INCIDENTAL, PUNITIVE, OR MERCHANTABILITY, SUITABILITY, NON- CONSEQUENTIAL DAMAGES (INCLUDING INFRINGEMENT OR FITNESS FOR A LOST PROFITS) OR FOR LOST DATA PARTICULAR PURPOSE OF THIRD PARTY SUSTAINED OR INCURRED IN CONNECTION PRODUCTS, SOFTWARE AND SERVICES. WITH THIS AGREEMENT, THE SOFTWARE, SOFTWARE SUPPORT, OR ANY OTHER 9. Infringement Indemnity. SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 9.1 Indemnity. REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE a) Farragut, at its own expense, will FORESEEABLE. IN ADDITION, FARRAGUT'S defend and indemnify Customer against claims that TOTAL LIABILITY TO CUSTOMER FOR DIRECT the Software infringes a United States patent or DAMAGES ARISING OUT OF OR RELATING TO copyright, or misappropriates trade secrets, THIS AGREEMENT, THE SOFTWARE, protected under United States law, provided SOFTWARE SUPPORT, OR ANY OTHER Customer (a) gives Farragut prompt written notice SERVICES WILL IN NO EVENT EXCEED THE of such claims, (b) permits Farragut to control the TOTAL AMOUNT ACTUALLY PAID BY defense and settlement of the claims, and (c) CUSTOMER TO FARRAGUT UNDER THIS provides all reasonable assistance to Farragut in AGREEMENT DURING THE TWELVE MONTH defending or settling the claims. PERIOD IMMEDIATELY PRECEDING THE EVENT CAUSING SUCH DAMAGES. . b) Farragut shall operate as an independent contractor for all purposes. The 8.3 High Risk Application Disclaimer. Farragut Parties agree to each be solely responsible for their has not tested or certified its Software for use in own acts or omissions in the performance of each high-risk applications including, without limitation, of their individual duties hereunder, and shall be medical transport, 911 response, nuclear facilities, financially and legally responsible for all liabilities, weapon systems, mass transit and air costs, damages, expenses and attorney fees -6- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 52 resulting from, or attributable to any and all of their senior executives of the parties shall meet and enter individual acts or omissions to the extent allowable into further good faith settlement negotiations. If by law. such senior executives cannot resolve the Dispute within thirty(30)days,the parties agree to try in good 9.2 Remedies. As to Software which is subject faith to settle the dispute by mediation administered to a claim of infringement or misappropriation by a mutually agreed third-party mediator before specified in Section 9.1, Farragut may (a) obtain resorting to arbitration. If the parties do not reach the right of continued use of the Software for such solution within a period of sixty (60) days after Customer or (b) replace or modify the Software to engagement of a mediator, then, upon notice by avoid the claim. If neither alternative is available, either parry to the other, any Dispute shall be finally then, at the request of Farragut, any applicable settled by binding arbitration administered by a single Software license will terminate, Customer will stop arbitrator under the rules of the American Arbitration using the Software, and Customer will return to Association. The venue for any mediation or Farragut and/or destroy (including, without arbitration shall be in Durham County, North limitation, deleting all electronic copies in a manner Carolina. This Agreement shall be interpreted, that cannot be recovered), at Farragut's option, all construed, and governed by the laws of the State of copies of the applicable Software, and will certify in North Carolina, without regard to conflict of law writing to Farragut that such return and destruction provisions. has been completed. Upon Farragut's receipt of such certification, Farragut will give to Customer a 10.2 Time Limit. Neither mediation credit for the price paid to Farragut, less a under this section nor any legal action, regardless reasonable offset for use and obsolescence. of its form, related to or arising out of this Agreement may be brought more than two (2) 9.3 Exclusions. Farragut will not defend or years after the cause of action first accrued. indemnify Customer, and Farragut will not be liable to Customer, if any claim of infringement or 11. General Provisions. misappropriation: (a) results from Customer's design, alteration, modification, maintenance or 11.1 Entire Agreement. This support of Software, (b) results from the Agreement and the attachments, schedules and combination, operation or use of any Software exhibits hereto are the entire agreement and supplied hereunder with Customer or third party supersede all prior negotiations and oral equipment, devices or software to the extent such agreements. Farragut has made no a claim would have been avoided if the Software representations or warranties with respect to this were not used in such combination, (c) relates to Agreement, the Software, Software support or any any Customer products or services, or third party other services that are not included herein. This products or third party services, (d) failure of Agreement may not be amended or waived except Customer to use Software Maintenance Releases in writing signed by an officer of the party to be provided by Farragut to avoid infringement; or (d) bound thereby. There are no oral agreements arises from Customer-specified customization between the parties. work undertaken by Farragut or its designees in response to Customer specifications. 11.2 Preprinted Forms. The use of preprinted forms in connection with this Agreement 9.4 EXCLUSIVE REMEDIES. THIS SECTION is for convenience only and all preprinted terms 9 STATES THE ENTIRE LIABILITY OF and conditions stated thereon are void and of no FARRAGUT AND CUSTOMER'S SOLE AND effect. If any conflict exists between this EXCLUSIVE REMEDIES FOR INFRINGEMENT Agreement and any terms and conditions on a AND TRADE SECRET MISAPPROPRIATION. purchase order, acknowledgment or other preprinted form, the terms and conditions of this 10. Dispute Resolution. Agreement will govern and the conflicting terms and conditions in the purchase order, 10.1 Disputes and Demands. The acknowledgment or preprinted form will be void parties agree to attempt to resolve any controversy, and of no effect. The terms and conditions of this claim or dispute ("Dispute") arising out of or relating Agreement, including but not limited to this Section to this Agreement by means of good faith discussion 11.2, cannot be amended, modified or altered by and negotiation. In the event that a Dispute cannot any conflicting preprinted terms or conditions in a be resolved at the project level, then designated preprinted form. -7- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 53 11.3 Interpretation. This Agreement 11.7 Compliance with Laws. Customer will be construed according to its fair meaning and and Farragut shall comply with all federal,state and not for or against either party. Headings are for local laws in the performance of this Agreement, reference purposes only and are not to be used in including those governing use of the Software. construing the Agreement. Software provided under this Agreement may be subject to U.S. and other government export 11.4 GOVERNING LAW. THIS control regulations. Customer shall not export or AGREEMENT WILL BE GOVERNED BY THE re-export any Software in violation of such export LAWS OF THE STATE OF NORTH CAROLINA, regulations. WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS, UNLESS CUSTOMER IS A 11.8 Assignments. Farragut may GOVERNMENTAL SUBDIVISION OF ANOTHER assign this Agreement or its interest in the STATE, IN WHICH CASE THE LAWS OF THE Software, or may assign the right to receive STATE IN WHICH CUSTOMER IS A payments, without Customer's consent. Customer GOVERNMENTAL SUBDIVISION WILL will be notified in writing if Farragut makes an CONTROL. assignment of this Agreement. Customer shall not assign this Agreement without the express written 11.5 Severability. Whenever possible, consent of Farragut, such consent not to be each provision of this Agreement will be interpreted unreasonably withheld. In the event of any to be effective and valid under applicable law. If any permitted assignment of this Agreement, the provision is found to be invalid, illegal or assignee shall assume in writing the liabilities and unenforceable, then such provision or portion responsibilities of the assignor. Any attempted thereof will be modified to the extent necessary to assignment in violation of this section will be void. render it legal, valid and enforceable and have the Subject to the foregoing, this Agreement will bind intent and economic effect as close as possible to and inure to the benefit of the parties, their the invalid, illegal or unenforceable provision. If it respective successors and permitted assigns. is not possible to modify the provision to render it legal, valid and enforceable, then the provision will 11.9 Third-Party Rights. The be severed from the rest of the Agreement and enforcement of the terms and conditions of this ignored. The invalidity, illegality or unenforceability Agreement and all rights of action relating to such of any provision will not affect the validity, legality enforcement will be strictly reserved to Customer or enforceability of any other provision of this and Farragut, and nothing contained in this Agreement, which will remain valid and binding. Agreement will give or allow any claim or right of action whatsoever by any third person. It is the 11.6 Force Majeure. "Force Majeure" express intent of the parties to this Agreement that means a delay encountered by a party in the any person, other than Customer or Farragut, performance of its obligations under this receiving services or benefits under this Agreement Agreement which is caused by an event beyond will be deemed an incidental beneficiary only and the reasonable control of the party, but does not will not have any rights under this Agreement. include any delays in the payment of monies due by either party. Without limiting the generality of 11.10 Independent Contractors. The the foregoing, "Force Majeure" will include but is parties are independent contractors. Neither party not restricted to the following types of events: acts will have any right, power or authority to act or of God or public enemy; acts of governmental or create an obligation, express or implied, on behalf regulatory authorities (other than, with respect to of the other party except to the extent, if any, as Customer's performance, Customer and its specifically provided by this Agreement. Nothing in governing entities); fires, floods, epidemics or this Agreement will be construed to create any serious accidents; unusually severe weather partnership, association, joint venture or conditions; strikes, lockouts, or other labor employment relationship between the parties. disputes. If a Force Majeure occurs, the affected party will not be deemed to have violated its 11.11 Notices. A notice required or obligations under this Agreement, and time for permitted to be given under this Agreement by one performance of any obligations of that party will be party to the other must be in writing, addressed to extended by a period of time necessary to the party to whom the notice is given at their overcome the effects of the Force Majeure. address set forth on the Signature Page, and shall -8- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 54 be given by: (i) actual delivery, in which case the on Schedule A and its Documentation, including all notice will be deemed given upon delivery, or (ii) Software Maintenance Releases, and other deposit in the United States Mail, postage prepaid, modifications, including custom modifications by registered or certified mail with return receipt created by Farragut, if any, to such computer requested, in which case the notice will be deemed programs and code,and all copies of the foregoing, given on the fifth business day following such delivered to Customer hereunder. deposit. Each party may change its address for notice by giving written notice of the change to the "Warranty Period" means the 90 day other party. period beginning with the Delivery Date. 11.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 12. Definitions. "Anniversary Date" means each anniversary of the Effective Date of this Agreement. "Computer" means the single computer unit, regardless of platform or operating environment, on which Customer loads the Software covered by this Agreement. "Confidential Information" means the Software, Documentation, designs and configurations of the Software, trade secrets and related documentation, and all other information confidential to Farragut or its suppliers or licensors. "Delivery Date" means the date the Software is delivered or made available to Customer (including by making the Software available for download). "Documentation" means all user documentation relating to the Software provided or made available to Customer by Farragut, whether as hard copy or as electronic copy, including but not limited to operating manuals, user documentation, environmental specifications and other documentation. "Key Operator" means an employee of Customer who has been trained in the proper use of the Software and has been designated by Customer as their Key Operator. The initial Key Operator(s) are identified in Schedule B of this Agreement. "Software" means the software code and associated support files of the Software described -9- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 55 SCHEDULE A SOFTWARE DESCRIPTION, LICENSE LOCATION, AND FEES QUANTITY SOFTWARE DESCRIPTION LICENSE FEE ANNUAL SUPPORT FEE 1 Farragut ParcelSync $0 $15,000 1 Farragut DeedSync $0 $10,000 1 Farragut PIN Application $0 $10,000 Licensed Location: License fees are due upon execution of this agreement. Support services will begin and the annual support fees are due the date the software is in production use by the Customer. - 10- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 56 SCHEDULE B SOFTWARE SUPPORT This Schedule further describes Farragut's Software Support as referenced in the Software License and Support Agreement(the"Agreement"), by and between Farragut and Customer. Unless otherwise specified, terms defined in the Agreement will apply to this Schedule. In consideration for the Annual Support Fee paid by Customer, Farragut will use commercially reasonable efforts to provide the Software Support set forth herein below for the Software licensed by Farragut to Customer. Farragut may, where appropriate, prorate the Annual Support Fees so that Annual Support Fees for all Software is renewable on the same date, even if all Software was not ordered at the same time. 1. Contact Information. The following contact information is to be used by Customer for submitting Software Support requests, as well as any other Software support requests, to Farragut: Customer Support Center: http://helpcenter.farragut.com Phone: 919-572-0901 The following contact information is to be used by Farragut for contacting Customer on Software Support requests, as well as any other Software support requests: Primary Customer Contact Point("CCP"): First Alternate CCP: Customer Key Operator(s): Customer or Farragut may change their respective Support Contact Information by providing notice of such change to the other party by email, fax or pursuant to the notice provisions in Section 11.11 of the Agreement. 1.1 Customer Support Center. The Customer Support Center (CSC) is the primary point of Customer contact for all support. CSC consultants will provide responses to support requests received from a Customer CCP. 1.2 Methods for contacting the CSC. • Email—Customer contacts the CSC by email at cresupport@farragut.com. When an issue is communicated via email, the CSC will log the ticket and return an email to the email recipient designated in the account along with the issue tracking number. Customers may provide contact email addresses that route to an email distribution list established and managed by Customer. • Telephone-Customer contacts the CSC by phone at 919-599-5604. When an issue is reported by phone,the CSC staff will open a new ticket and the ticket number will be verbally communicated to the person calling. For calls received outside of the CSC operation hours, Customer may leave a voice message stating the issue and contact information. CSC staff will check the voicemail message and contact Customer the following business day. All telephone calls concerning support requests must be made by calling the regular CSC telephone number and must be followed by a written request. 1.3 CSC Hours of Operation. Normal operating hours for the CSC are 8:00 AM to 5:00 PM Eastern - 11 - DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 57 Time, Monday through Friday, except for Farragut company holidays. 2. Correction of Software Defects, Errors or Malfunctions, 2.1 General Description. Software Support will include Farragut's commercially reasonable efforts to provide a solution or suitable work-around for defects, errors or malfunctions in the Software that prevent the Software from performing, during normal and proper use, substantially as described in the specifications set forth in the then-current Documentation accompanying the Software, when properly installed on the Customer's Computer. Software Support will not include or cover any defects, errors or malfunctions in the Software that are caused by any external causes, including, but not limited to, any of the Exclusions from Warranty and Support Coverage described in Section 3.2 of the Agreement. Software Support also will not include or cover modifications made to the Software by anyone other than Farragut staff. Because not all defects, errors or malfunctions can or need to be corrected, it is possible that not all defects, errors or malfunctions will be corrected. 2.2 Support Requests. All support requests must be made in accordance with Farragut's standard support procedures and accompanied with sufficient detail to enable Farragut to verify the error and provide a solution or suitable work-around. All telephone calls concerning support requests must be made by calling the regular CSC telephone number and must be followed by a written request. Farragut is not responsible for responding to support requests placed by a person other than the Customer CCP's. Farragut is not responsible for support calls from Customer placed to a Farragut telephone number other than the established CSC telephone number or for written requests that are not made to Farragut's CSC. 2.3 Support Process for Reported Issues. After receiving a written report of a Software error from a Customer CCP, Farragut will commence its efforts to resolve the reported Software error by: (a) Answering the Key Operator's or Customer CCP's questions and diagnosing the Software error during Farragut's normal service hours by telephone, by e-mail and/or through Farragut Web Support, or; (b) Troubleshooting, diagnosing and providing a solution or suitable work-around during Farragut's normal service hours; or (c) If Farragut determines in its discretion that it is necessary or appropriate to efficiently and promptly resolve any reported software error on-site, Farragut may provide service at Customer's site during regular business hours. Farragut reserves the right to charge for on-site service as provided for in Section 2.5(c) of this Schedule; or (d) If Farragut determines the reported issue is related to a defect in the Software, Farragut will determine its Severity Level (as defined below) and take the appropriate level of action pursuant to the terms below. The resolution of all defects is addressed through Software Maintenance Releases. (e) Timely Commencement. If Customer reports any suspected Software error that causes the Software to be inoperative or significantly impairs its functionality, Farragut will begin the troubleshooting and diagnosis of the problem within one business day after Farragut receives the written report. For other reported problems, Farragut will begin the troubleshooting and diagnosis as promptly as is reasonably practical. 2.4 Software Maintenance Releases. "Software Maintenance Release" means all error corrections, bug fixes and minor modifications to the Software and Documentation, as developed by Farragut and made generally available without a separate charge to licensees of the Software who have purchased Software Support for such Software. Software Support will include standard periodic Software Maintenance Releases, if any, that are provided by Farragut from time to time. If Farragut determines, at - 12- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 58 its own discretion, that a reported Software defect requires a programmatic change to the Software, Farragut shall provide the Software correction in the form of a Software Maintenance Release. Customer promptly will install all Software Maintenance Releases provided by Farragut. Software Support will also include reasonable assistance, upon request, during Farragut's normal business hours by telephone, e- mail, web, or Farragut's CSC for the installation of any new Software Maintenance Releases for the Software. On-site installation of Software Maintenance Releases and any Customer staff training specific to those Software Maintenance Releases are not included under Software Support. If Customer requires on-site installation of Software Maintenance Releases by a Farragut technician, those services must be requested in writing in advance to Farragut by Customer. Any such services will be invoiced to Customer by Farragut on a time and materials basis, plus reasonable and actual expenses. Modifications to the Software by anyone,other than Farragut staff may render the Software Maintenance Releases incompatible with the Software. 2.5 Services Not Included. Software Support does not include: (a) Software Installation, Implementation and Training Services. Farragut will not provide Software installation, implementation or training services pursuant to this Agreement. Farragut may provide these services to Customer by separate written agreement specifying the terms and conditions of installation, implementation and/or training services and related fees and charges. (b) Custom Programming Services. Custom programming services are not included in Software Support. Farragut may provide custom programming services to Customer by separate written agreement between Farragut and Customer specifying the custom programming services and related fees and charges. Custom programming services could include development of custom computer programs, custom programming related to the Software, and installation, training and maintenance with respect to such custom computer programs and custom programming. (c) On-Site Support. On-site support is not included in Software Support. At Farragut's discretion as provided in Section 2.3(c)of this Schedule or upon receipt of a written request from Customer, Farragut will provide Customer on-site support at a mutually agreed upon time. Customer agrees to pay Farragut for on-site support on a time and materials basis at Farragut's then prevailing rates, plus expenses (including but not limited to travel, lodging and miscellaneous expenses), and for replacements at Farragut's list prices, unless otherwise agreed in writing by Farragut and Customer. (d) Hardware, Third-Party Software and Related Supplies. Farragut will not provide any hardware, third party software or related supplies pursuant to this Agreement. Farragut may provide hardware, third-party software and related supplies to Customer by separate written agreement between Farragut and Customer specifying the terms and related fees and charges. (e) Customer Infrastructure Defects. Trouble-shooting, diagnosing or otherwise identifying defects that are a result of Customer's hardware and/or software systems ("Customer Infrastructure")that the Software has been installed on for operation are not covered by Software Support. Any defect that is reported against the Software and which is subsequently determined by Farragut to be caused by Customer Infrastructure shall be the responsibility of Customer and any time extended by Farragut to trouble-shoot, diagnose or otherwise identify the cause of said defect shall be chargeable to Customer at Farragut's prevailing rates prevailing rates, plus expenses (including but not limited to travel, lodging and miscellaneous expenses), and for replacements at Farragut's list prices, unless otherwise agreed in writing by Farragut and Customer. Customer agrees to waive the requirement for prior written approval in the case of a Customer Infrastructure defect. (f) Other Support Services. If Farragut, in its discretion, provides other support, in addition to the Software Support described under this Schedule, Customer will pay Farragut for the services on a time and materials basis at Farragut's then prevailing rates, plus expenses, and for replacements at Farragut's list prices, unless otherwise agreed in writing by Farragut and Customer. At Customer's request, Farragut will provide to Customer a written schedule of Farragut's then prevailing rates and list prices. - 13- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 59 Before undertaking such work, Farragut will notify Customer if there will be any additional charges for support services. 3. CSC Response Goals. 3.1 Upon receipt of a support request from Customer,a CSC consultant will review the information and assign a severity for urgency of response according to the following list: 1 Major critical functionality is not operating. 2 Non-critical but major functionality is inoperative. 3 System feature is malfunctioning or inoperative. 4 Cosmetic in nature. 3.2 A CSC consultant will communicate to Customer a Response based upon the severity of the problem. "Response" is defined as a communication with Customer of the status of problem, analysis or potential remedies,or workarounds.The Response goals for a support request received during normal working hours are shown in the following table: 1 Within 1 business hour 2 Within 1 business day 3 Within 2 business days 4 Will determine if it should be included in a future maintenance release. 3.4 CSC Request Escalation. (a) Upon receipt of a Severity 1 support request, the CSC manager will be notified to ensure that appropriate Farragut resources are focused on returning the affected system to operation as soon as possible. (b) Customer will be notified of the current status and projected closure target on each unresolved support request,which will be tracked and reported until resolved. 3.5 Remote Diagnostics. The CSC consultant, subject matter expert, account manager, or other Customer support personnel may utilize remote access capability to assist with system diagnosis and/or corrective action. Customer direct participation may or may not be required during remote access operations. However, in either case, all use of remote access capability will be coordinated with Customer in advance. 4. Customer Responsibilities. 4.1 Systems Operation. Customer retains responsibility for the day-to-day management of the system and Software, including the backup system. 4.2 Customer CCP who will serve as the primary interface between Farragut's support team and Customer. The responsibilities of the Customer CCP include the following: (i) Provide Customer contact information and inform Farragut of any changes before they occur. (ii)Insure basic troubleshooting and a complete analysis of system problems using internal Customer resources prior to referring a problem to Farragut. (iii) Before submitting a support request to the CSC, gather and record the information - 14- DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 60 needed to document request. (iv) Contact the CSC and provide the support request information and any amplifying data to the CSC consultant. (v) Coordinate Customer activities required to assist the CSC in resolving the problem. (vi) Serve as a liaison and primary point of Customer contact for the account manager. (vii)Submit change request and provide them to the account manager to initiate system or software modifications. (viii) Insure a Purchase Order(PO) or other suitable form of Customer financial obligation authorization is generated and approved prior to requesting additional support not specifically included in the Agreement. 4.3 System Access, Security, and Software Licenses. (i)Throughout the term of Software Support, Farragut requires continuous remote access to all of Customer's Computers for the purpose of providing Software Support. Such access is typically handled by VPN access provided by Customer. Customer will ensure that appropriate primary and alternate means are available for Farragut support personnel to gain remote access to Customer's system (when appropriately coordinated with Customer)for the purpose of providing Software Support. (ii) Customer will maintain system passwords and will notify Farragut, prior to implementation, of any changes that may affect Farragut's ability to provide support under the Agreement. (iii) Customer will maintain a record of all user workstations running any portion of the licensed Software, if any, (including any associated Internet applications). Customer will provide this information to Farragut upon request and will advise Farragut of any changes in the system that affect the currency of this information. 5. Upon the release of a new Software Maintenance Release, the Software Support for the current Software release will terminate in two years from the release date of the new Software Maintenance Release. - 15- DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED FARRSYS-01 NLEE , R CERTIFICATE OF LIABILITY INSURANCE DAE(MM/DD YYYY) 11% �� F6110/111/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT William Millsaps NAME: Alera Group PHONE FAX 4325 Lake Boone Trail,Suite 200 (A/C,No,Ext): (919) 719-5643 (A/C,No): Raleigh,INC 27607 E-MAIL WMillsaps@trisure.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:The Hanover American Insurance Company 36064 INSURED INSURER B:Allmerica Financial Benefit Insurance Company 41840 Farragut Systems,Inc. INSURER C:The Hanover Insurance Company 22292 2775 Meridian Parkway INSURER D:Lloyds of London Durham, NC 27713 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR ZZ6A289808 4/30/2022 4/30/2023 DAMAGE TO RENTED 100,000 PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY 1 PRO JECT F—] LOCPRODUCTS-COMP/OP AGG $ 2,000,000 OTHER $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO AW6A289825 4/30/2022 4/30/2023 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE UH6A289810 4/30/2022 4/30/2023 AGGREGATE $ 2,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION PER 0H- AND EMPLOYERS'LIABILITY Y/N STATLITE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED,) N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Property ZZ6A289808 4/30/2022 4/30/2023 Limit 50,000 D Tech Prof Liab/Cyber ESK0039457499 4/30/2022 4/30/2023 Limit 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Operations of the named insured covered by the above referenced policies. Primary Tech E&O/Cyber(Noted above)$2,000,000 Limit;Excess Tech E&O/Cyber(Second Layer): Scottsdale Insurance Company; Policy#EKS3442020; Effective 8/9/2022-4/30/2023;$3,000,000 Limit XS$2,000,000; Orange County is an additional insured as respects Cyber Liability when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange Count THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9 y ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 8181 Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 62 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT ("Amendment') is made and entered into this 7' day of March 2025 by and between ORANGE COUNTY (hereinafter referred to as "County") and Farragut Systems, Inc., having offices at 2775 Meridian Parkway, Durham,NC 27713 (hereinafter referred to as"Provider"). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated February 23, 2023, (hereinafter the "Original Agreement'), for the provision of services for Land Records Computer Assisted Mass Appraisal (LR CAMA) software system; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below; and WHEREAS, the parties acknowledge that delays have been experienced in the performance of services under the Original Agreement, and the parties desire to take corrective action to address such delays; and WHERAS, the parties agree that the attached Addendum, titled Orange County CAMA Project Proposed Addendum, constitutes an amendment to the Original Agreement and is hereby incorporated by reference into this Amendment; and WHEREAS, the parties further agree that the additional services outlined in the Addendum are intended to cure the delay issues experienced by the project and facilitate the timely completion of all outstanding work. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement, the end date for all Services shall be amended to reflect a completion date of March 31,2026. 2. Exhibit I to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant, as outlined in the attached Orange County CAMA Project Proposed Addendum. 3. Article 5. Compensation, Section a. Compensation for Basic Services. is amended to reflect a maximum payable not-to-exceed amount of Five Hundred Forty-Nine Thousand Four Hundred Fifty-Three Dollars ($549,453.00). 4. The Addendum attached hereto shall be considered an amendment to the Original Agreement, and its terms shall be binding upon the parties. The additional services provided in the Addendum are expressly agreed upon as remedial actions to address prior delays and ensure the successful and timely completion of the project. 5. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment,this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER Travis Myren, County Manager Neil Herding,Vice President, Operations and Customer Experience Revised 01/24 63 ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name: Farragut Systems,Inc. Vendor Contact Person: Stephanie Gavilan-O'Neal Phone: (919)595-1814 Stephanie.GavilanONeal(a-)farra ug t.com Address:2775 Meridian Parkway City Durham State:NC Zip:27713 Department: Tax Administration Amount:Increase to contract of$12,388 from$537,065 to$549,453 Purpose: Continued transition and implementation of Land Records Computer Assisted Mass Appraisal(LR-CAMA,)software project Budget Code(s):ITGC fundine 61330035-897230-30007 Vendor#61464 Vendor Status with NCSOS:N/A Vendor is a BOCC consultant: ❑Yes ®No Contract Details Contract Type: ❑New ®Amendment(Original Contract:2/23/2023)(Most Recent Amendment N/A) Effective Date 3/7/2025 End Date 03/31/2026 Notice Date N/A(Notice Purpose N/A) Award ®Approved by Board(Agenda Date: 3/6/2025); ❑Made or Administered by Signature Authority - ® BOCC Express Delegation(Agenda Date: 3/6/2025) - 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 the 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 64 Orange County CAMA Project Proposed Addendum Overview This Orange County CAMA Project proposal addendum accounts for the additional time required to work with the county to extract the required data needed for project success. Onsite visits to Extract Data Total Estimated Cost:$5868 The objective shall be working sessions with Eric Taylor and Bhagwan Singh (Farragut)with Project Managers Hardik Patel and Stephanie Gavilan-O'Neal and/or Ann Marie Lee (Farragut). The goal is to have data delivered within 3 business days.The data delivery will be based on what was covered in the meeting. • Review the data—Before the onsite • Collaborate to map the data-Onsite • Create initial queries-Onsite • Deliver data-within 3 business days after onsite o Unless otherwise mutually agreed upon by both parties, due to the influence of related business or data processes that may affect data quality, any extension the time frame shall not exceed two business days. Proposed Schedule Time Date Purpose 9am-12pm March PinSync DB Bhagwan and $978 (6hrs X$163 Extraction Ashish or Ann rate) Marie 9am-12pm March PinSync DB update Bhagwan and $978 (6hrs X$163 Ashish or Ann rate) Marie 9am-12pm April Prioritization List Bhagwan and $978 (6hrs X$163 #14-19 Stephanie rate) 9am-12pm April Continuation of Bhagwan and $978 (6hrs X$163 Prioritization List Stephanie rate) #14-19 9am-12pm April Review of additional Bhagwan and $978 (6hrs X$163 updates required Stephanie rate) based on last data delivery 9am-12pm May Review of additional Bhagwan and $978 (6hrs X$163 updates required Stephanie rate) based on last data delivery 65 Contingency Plan to this Addendum Estimated additional time and cost:$6520(40 hours) These additional hours are available for use, as necessary, if the project timelines are not met due to unforeseen circumstances.These hours will be billed on an hourly basis, as required. The proposal addendum total project cost would be$12,388 if the contingency plan hours are used in full.