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Home My WebLink About2025-459-E-OCTS Dept-TransLoc -Software LicenseRevised 01/24 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this _23__ day of __July _______, 2025_ by and between ORANGE COUNTY (hereinafter referred to as “County”) and _TransLoc (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated 3/25/2024 (hereinafter the “Original Agreement”), for the provision of services for _one year renewal_(see attached Amendment); and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1.In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of _June 30, 2026_____________. 2.Exhibit __N/A__ to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: 3.Article _N/A__, Section _N/A___ is amended to reflect a maximum payable not-to-exceed amount of ________________. 4.Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY ______________________________ County Manager TRANSLOC, INC. _________________________________ _ _Group Manager_______ ___7/24/2025_____ Docusign Envelope ID: 39E6F8F2-E771-4F90-ADE3-1A99FFECF312 Revised 01/24 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: TransLoc Inc Vendor Contact Person: Teresa Domingo Phone: 888.959.3120 Address: 4505 Emperor Blvd, Ste 120 City Durham State: NC Zip: 27703 Department: OCTS Amount: $12,140 Purpose: Software License Budget Code(s): 10435020-630000 Vendor # 65934 Vendor Status with NCSOS: Existing Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 3/25/2024) (Most Recent Amendment ) Effective Date July 23, 2025 End Date June 30, 2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by OCTS Signature Authority - BOCC Express Delegation (Agenda Date: ) -Policy 9.4:Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Continued use app by County residents to reserve MOD rides. Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 39E6F8F2-E771-4F90-ADE3-1A99FFECF312 7/25/2025 7/29/2025 7/29/2025 7/29/2025 AMENDMENT 1 This First Amendment to the Service Agreement (this “Amendment 1”) is entered into as of July 01, 2025 (the “Amendment 1 Effective Date”) by and between TransLoc, Inc., with its principal place of business located at 5000 Centregreen Way, Suite 500, Cary, NC. 27513 (“Provider”) and Orange County, North Carolina, a political subdivision of the State of North Carolina (“County”). Provider and County are collectively referred to as parties and individually as a party. The parties entered into the Service Agreement dated March 11, 2024 (the “Agreement”), for County to license Provider’s proprietary vehicle tracking and passenger information service. The parties wish to amend the Agreement for the purpose of renewing the Agreement Term and as stated herein. It is therefore mutually understood and agreed between the undersigned contracting parties to amend the Agreement as follows: 1. Section 2 “Responsibilities of the Provider”, item (ii) is hereby deleted in its entirety and replaced by the following: ii. Provider shall be responsible for errors or omissions of its agents, contractors, employees, assigned in the performance of the Agreement. Provider shall use reasonable efforts to correct suspected Errors (deviations from the Service and the associated Documentation) when such Errors are reported to Provider. Provider does not warrant that all Service Errors will be corrected. 2. Section 4 “Duration of Service, item (a) is hereby deleted and replaced by the following: The Term of this Agreement is extended by one (1) year, to expire on June 30, 2026, subject to the terms and conditions of the Agreement. 3. Section 4 “Duration of Service, item (c) is hereby added as follows: c. Service Decommissions. County may not decrease their Service subscription count during the Term. Upon not less than thirty (30) days before the end of the Term, County must provide written notice to Provider should County require fewer Service subscriptions during the Renewal. For avoidance of doubt, County may at any time during the Term, pursuant to an amendment to this Agreement, purchase additional Service subscriptions 4. Section 5 “Compensation”, item (d) is hereby amended by the following: Compensation for Basic Services shall include all compensation due the Provider from the County for all Services satisfactorily performed pursuant to this Agreement. Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b) The rates for the Service are identified in Exhibit A (the “Service Fee”). The Service Fees are paid annually in advance upon the Amendment 1 Effective Date and will continue for the Term. The Provider shall, upon each anniversary of the Amendment 1 Effective Date during Docusign Envelope ID: 853426B9-B610-4002-98C1-8FD13E17B949Docusign Envelope ID: 39E6F8F2-E771-4F90-ADE3-1A99FFECF312 the Renewal Term, increase Fees six percent (6%). Any increase greater than six percent (6%) shall be preceded by thirty (30) days written notice. 5. Section 5 “Compensation”, item (e) is added as follows: e. Excess Use Fees Should Provider perform an audit and discover the County’s use of the Service exceeds that as defined within the Exhibits and/or Work Orders herein (“Excess Use”), the County must then pay Fees for all such Excess Use that are in effect at the time such notice of Excess Use is given to the County. 6. Exhibit A, Section 1 “Fees and Costs” is hereby deleted in its entirety and replaced by the following:[For the avoidance of doubt, the pricing in this Amendment 1 is effective July 1, 2025] 7. With respect to Company address, Section 11, “Additional Provisions”, item (j) is hereby amended by the following: If to Provider: TransLoc, Inc. 5000 Centregreen Way Suite 500 Cary, NC 27513 All other terms and conditions of the Agreement that are not hereby amended are to remain in full force and effect. Docusign Envelope ID: 853426B9-B610-4002-98C1-8FD13E17B949Docusign Envelope ID: 39E6F8F2-E771-4F90-ADE3-1A99FFECF312 IN WITNESS WHEREOF, the parties have caused this Amendment 1 to the Agreement to be executed by and through their duly authorized representatives and effective when the last party signs. TransLoc, Inc. Orange County North Carolina By: _________________________ Name: _______________________ Title: _________________________ Date: _________________________ By: ________________________ Name: ______________________ Title: _______________________ Date: _______________________ Docusign Envelope ID: 853426B9-B610-4002-98C1-8FD13E17B949 Brian Canivet General Manager, TransLoc 7/14/2025 Docusign Envelope ID: 39E6F8F2-E771-4F90-ADE3-1A99FFECF312 County Manager Travis Myren 7/30/2025 Docusign Envelope ID: 39E6F8F2-E771-4F90-ADE3-1A99FFECF312