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HomeMy WebLinkAbout2025-658-E-Emergency Svc-Juvare-WebEOC PlatformRevised 01/24 1 NORTH CAROLINA [Departmental Use Only] TITLE Juvare FY 25/26 SERVICES AGREEMENT NO RFP/RFQ Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 2 ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 28 day of October, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and ESi Acquisition, Inc., (hereinafter, the "Provider") a Delaware corporation registered with the North Carolina Secretary of State, having its principal place of business at 235 Peachtree Rd. Suite 2300, Atlanta, GA 30303. WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to providing Hosting Services for County in a shared ASP Environment according to the provisions set forth below and in Exhibit A (Juvare Hosted Terms) to this Agreement). 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) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional 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, Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 3 employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits (excepting expressly Exhibit A). vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 4 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows: Subscription services to Provider’s WebEOC SaaS solution for emergency management. 4. Duration of Services a. Term. The term of this Agreement shall be from September 1, 2025 to August 31, 2026. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 9/1/2025 . 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Twenty-eight thousand six undred and twenty two dollars and twenty four cents ($28,622,24). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of the disputed portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Sarah Pickhardt) 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 Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 5 a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of n/a (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider due to non-appropriation of funds. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 6 i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, and as practicable, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. Provider may suspend County’s access to the Basic Services should it have reasonable reason to believe that County is mis-using the Basic Services or any intellectual property of Provider. 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. Except by operation of law (i.e, merger, acquisition), neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 7 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement 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. Public Record Law. Both parties recognize and agree to adhere to North Carolina’s public records law, set forth at Chapter 132 of the North Carolina General Statutes. Provider agrees to indemnify and hold harmless County and its officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose any information. h. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project (and such documents, items or things are expressly called out in a SOW as being designated for transfer in terms of intellectual property ownership) such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. The Basic Services, any other proprietary technology of Provider, and any derivatives thereto shall remain the intellectual property of Provider. i. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 8 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 of such limitation or change in County’s legal authority. j. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. k. 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 Attention:Sarah Pickhardt P.O. Box 8181 Hillsborough, NC 27278 Provider’s Name Attention: Bryan Kaplan 235 Peachtree St., Suite 2300 Atlanta, GA 30303 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 9 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: By: Printed Name and Title Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 CEO and PresidentCounty Manager Revised 01/24 10 Exhibit A JUVARE HOSTED SERVICES TERMS Client- Orange County NC 1. Definitions. For the purposes of this Exhibit, the following words have the meaning set forth below: a. “Hosted Services” means the installation and management of specified software applications in the Juvare Cloud shared environment on behalf of a Juvare customer and exclusively for the benefit of permitted users of the Software. b. “Hosted System” means the combination of hardware, software and networking components used by the application service provider to deliver the Hosted Services. c. “Juvare Cloud” means the shared hardware environment for the purpose of hosting and maintaining software and data on behalf of Juvare’s customers; may also be referred to as the application service provider or the “ASP.” All other capitalized terms in this Exhibit A shall have the same meaning set forth in the Agreement, except where otherwise stated in this Exhibit. 2. Scope of Services. Juvare shall provide the following services to address the Software hosting needs: a. Juvare shall provide Hosted Services to Client according to the provisions set forth in the Agreement and this Exhibit. Juvare shall notify Client promptly upon creation of Hosted Services account and provide Client with all information required to access such account. Juvare, at its sole discretion, may provide and maintain such Hosted System and/or deliver such Hosted Services internally or through a qualified subcontractor. b. Juvare shall provide and maintain the facilities, hardware, and networking components as it sees fit to provide access to the Juvare Cloud for the benefit of Client. c. Juvare shall perform, at its convenience and after notice to Client, scheduled updates of the Juvare Cloud as Juvare or its hosting subcontractor sees fit. Such updates shall be scheduled to enable the simultaneous update to all of Juvare-hosted customers. d. Juvare or its hosting subcontractors shall be entitled to perform, as needed, emergency security updates to the Hosted System to protect the Juvare Cloud or the subcontractor’s hosted environment from newly identified and widespread threats to the internet or internet-based services posed by worms, viruses and Trojans, or to address other vulnerabilities, with little or no notice to Client. e. Juvare shall provide and maintain a redundant shared environment of the Juvare Cloud at a location that is geographically separated from its primary ASP Environment to ensure continuity of Software access and operation in the event of any unforeseen outage, disaster or other event that may interrupt service at the primary location of the Juvare Cloud. Failover to the redundant shared environment of the Juvare Cloud is a manual process and service will be activated by Juvare immediately upon notification of malfunction, unavailability or failure of primary shared environment of the Juvare Cloud. f. Juvare will notify (via Juvare’s Support Center) the Client of any planned service outages, i.e., for the purpose of performing Software updates or testing, or other inability to perform the services outlined in this Agreement. g. Juvare shall schedule, perform and maintain a duplicate (“backup”) record of Client’s data within the Juvare Cloud. Juvare shall perform hourly SQL transaction log backups and daily full backups. Data backups are limited to SQL database server files (i.e., those files having a .mdf or .ldf file extension). Data backups shall be retained on-site for four weeks. h. In addition to the Support Services pursuant to the Agreement and Exhibit B, Juvare shall provide Client with Support Services for the Hosted Services which include assistance with problems Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 11 related to the Juvare Cloud, data access, Hosted System access, or similar problems. Such Support Services for the Hosted Services may be accessible to Client via the same contact information provided to Client for Support Services; provided, however, services to be provided by Juvare under this Exhibit and the Agreement do not include assistance with third party products; training; installation of plug-ins, boards or modules; API support; or board building; or repair or correction of errors, defects or other operational or performance defects caused by Software configuration, modification, enhancement or programming provided by any party other than Juvare or an Juvare- certified technician. Any professional services described in this Section 2(h), or services required to repair or correct the errors and defects described in this Section 2(h), shall be provided on a fee- for-services basis at rates consistent with the Juvare published price list in effect at the time services are rendered. i. Client may request performance of additional services by Juvare. Such services shall be invoiced separately by Juvare at the current published rate for labor and actual costs for materials and travel, if applicable. 3. Ownership and Licensing Authority. 3.1 Ownership of, and title to, the Software and Documentation shall be held by Juvare and its licensor(s) and is protected by United States law and applicable international laws, treaties and conventions regarding intellectual property. Juvare and its licensor(s) shall retain all rights, title and ownership not granted herein to all copies of the Software and Documentation provided as part of the Subscription under this Agreement. “WebEOC” is a registered trademark of Juvare (or an Affiliate), all rights reserved. 3.2 Juvare is authorized to redistribute, license and/or provide subscriptions to any third-party software delivered with the Software and Documentation provided under this Agreement. The owner of such third-party software shall have the right to enforce this Agreement to the extent permitted by applicable law. 4. Client Obligations a. The Client shall maintain, at Client’s expense, a secure high-speed internet connection through which to access its hosted Software. b. The Client shall appoint a designated point of contact and two alternate points of contact for its interactions with Juvare. Client shall provide Juvare with the name, job title, physical address, telephone number, facsimile number and electronic mail address for each of the contact persons. Client shall keep such contact information up-to-date and promptly notify Juvare, in writing via electronic mail, of any changes. c. The Client shall use reasonable security precautions in connection with the use of Services provided under this Agreement. d. The Client is responsible for any and all use and access to the Hosted System and Hosted Services by its employees, agents, contractors and permitted users of the Software and Hosted Services. e. The Client shall make best efforts to notify Juvare in writing, via electronic mail or facsimile, of any planned non-emergency use of its Software, such as the occurrence of training sessions, drills and exercises, to aid Juvare with the planning of any scheduled outages. f. The Client shall promptly notify Juvare Support Center of any identified Hosted Services outage that impairs Client’s access to the Software so that Juvare may manually activate the redundant shared environment of the Juvare Cloud and immediately commence work to restore service to the primary shared environment of the Juvare Cloud. b. The Client shall not conduct any load testing, performance testing or any other test of the Hosted System which may degrade performance or limit or adversely impact availability of the Juvare Cloud for other customers. Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 12 5. Limitations on Use of Hosted Services. a. Client’s usage of the Hosted Services in the Juvare Cloud is subject to user limits, capacity and performance constraints. Monthly active users do not equal maximum concurrent users. Concurrent user capacity will be variable based on Juvare Cloud load. b. Access to the Hosted System may not be rented, leased, sold, sub-leased, assigned or otherwise transferred for value or for no value by Client to any third party. c. Hosted System and Hosted Services are provided to support the Software which is an information management tool. Hosted Services are not guaranteed to be fault-tolerant or to provide fail-safe performance. Hosted Services are not appropriate for use in ultra-hazardous environments where failure of the Hosted System or the Juvare Cloud may lead to bodily injury, death or destruction of property. d. Installation of Software applications in the Juvare Cloud is limited to the Software included in the Subscription to Client by Juvare and Software supplied by Juvare either as a component of the Hosted System or to support delivery of Hosted Services. e. Juvare shall only be responsible for performance of components of the Hosted System and Services under its control. Juvare shall not be responsible for performance deficiencies caused by processes, hardware and software beyond its control including, but not limited to, information transmission delays due to excessive internet traffic, internet outages, or failure of Client to perform its obligations under this Agreement. f. Administrators, Sub-Administrators, and Users shall have different rights to access the Software as follows: i. Administrators may access all features of the Software. Certain features of the Software may only be accessed by named users who are granted status as an Administrator (“Administration Tools”). Administration Tools include, without limitation, the following: creation and administration of user accounts; creation and subsequent editing of incidents; software configuration; use of the WebEOC BoardBuilder tool; installation and administration of board sets, plug-ins, modules, interfaces and Software Updates; and access to the Software’s Application Programming Interface. ii. “Sub-Administrator” is a subset of Administrator Users as set forth in this subsection (ii) and such Sub-Administrators are only active if set forth on Exhibit A to this Agreement and if Client has subscribed to the WebEOC Enterprise Software. Sub- Administrator rights also shall be available solely to support management of Sub- Organizations. Sub-Administrators may access the following Administration Tools: creation of user accounts; management of user accounts including definition of roles and permissions; and creation and subsequent editing of incidents. Maintenance of Sub-Administrator rights requires the purchase of an annual “Enterprise” Software Support Plan. If Client elects to discontinue the required Software Support Plan, access to Sub-Administrator features and any other benefits of Enterprise which Juvare may elect to make available from time to time shall be discontinued. iii. Users may not be granted access to any Administration Tools, except that Administrators may grant designated Users rights to create or edit incidents and to add or edit maps in MapTac™. g. Except where otherwise provided in this Agreement, rights to access and use Administrative Tools are given exclusively to the Client and Client may not grant such rights to any third party. h. Client may provide its consultant(s) or independent contractor(s) with access to the Software and Documentation, provided that such consultants or independent contractors are using the Software and Documentation exclusively for the benefit of the Client. Client shall be responsible for compliance by its consultants and independent contractors with the terms and conditions of this Agreement. i. If Client has subscribed to the WebEOC Enterprise Software or the WebEOC Professional Software, then Client may use the WebEOC BoardBuilder tool and, if subscribed to, the DesignStudio® solution, to copy, modify and create forms and templates (“Status Boards”) and Client may distribute, in printed form or as electronic media, the Status Boards to Client’s Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 13 authorized users, provided that such Status Boards are used exclusively for the internal business purposes of Client. Status Boards shall be considered Derivative Work(s) of the Software and Client shall not sell, resell, license or otherwise transfer for value any Derivative Work(s) created using the WebEOC BoardBuilder tool or the DesignStudio® solution, and Client shall not distribute such Derivative Work(s) as part of any product or service for value to any third party. Any Derivative Work(s) prepared by Client shall remain subject to the terms of this Agreement and shall clearly display the following copyright notice to properly acknowledge the proprietary rights of Juvare and its third-party licensors: “This work includes the intellectual property of Juvare, or its affiliates, and its licensors and is provided under subscription/license. Copyright © Juvare Asia Pacific Limited, affiliates, and its licensors. All rights reserved.” j. Client may, at its option and according to the terms of the Juvare standard price list, obtain a Disaster Recovery Software Subscription to support replication of an active, source server to one or more redundant (“Target”) servers which may be placed in use to support disaster recovery or fail-over activities. A Disaster Recovery Software Subscription is required for each Target server. A Disaster Recovery Software Subscription may be used to operate an “in production” instance of the Software only when the source server is inactive or inoperable; only one Instance of the Software shall be active at any one time. Client is not required to obtain additional subscriptions for Software plug-ins, modules or interfaces installed on a redundant non-production Instance. k. A high-speed Internet connection is required for proper transmission of the Client Data into the Hosting Services and Software. Client, at its sole cost and expense, is solely responsible for procuring and maintaining the network connections that connect the Client network to the Hosting Services and Software, including, but not limited to, "browser" software that supports protocols used by Juvare, and to follow procedures for accessing services that support such protocols. Juvare is not responsible for notifying Client and its Users of any upgrades, fixes, or enhancements to any such software or for any compromise of data, including Client Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated, or controlled by Juvare. Juvare assumes no responsibility for the reliability or performance of any connections as described in this subsection. l. Client and its Users agree to not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Software and Hosting Services available to any third party, other than authorized Users in furtherance of Client’s internal business purposes as expressly permitted by this Agreement; (ii) use the Software and Hosting Services to process data on behalf of any third party other than Client; (iii) modify, adapt, or hack the Software and Hosting Services, or otherwise attempt to gain unauthorized access to the Software and Hosting Services or related systems or networks; (iv) falsely imply any sponsorship or association with Juvare, (v) use the Software and Hosting Services in any unlawful manner, including but not limited to violation of any person's privacy rights; (vi) use the Software and Hosting Services to send unsolicited or unauthorized junk mail, spam, pyramid schemes, or other forms of duplicative or unsolicited messages; (vii) use the Software and Hosting Services to store or transmit files, materials, data, text, audio, video, images, or other content that infringes on any person's intellectual property rights; (viii) use the Software and Hosting Services in any manner that interferes with or disrupts the integrity or performance of the Software and Hosting Services and its components; (ix) attempt to decipher, decompile, reverse engineer, or otherwise discover the source code of any software making up the Software and Hosting Services; (x) use the Software and Hosting Services to knowingly post, transmit, upload, link to, send, or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (xi) use the Software and Hosting Services to store or transmit any "protected health information" as that term is defined in U.S. 45 C.F.R. 160.103 or “personal data” as that term is utilized in the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation); (xii) use the Software and Hosting Services to knowingly post transmit, upload, link to, send, or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; or (xiii) try to use, or use the Software and Hosting Services in violation of this Agreement. Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 14 6. Disclaimers. 6.1 JUVARE DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND/OR ACCOMPANYING DOCUMENTATION. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY JUVARE OR ANY OF ITS AGENTS, EMPLOYEES OR CONTRACTORS SHALL CREATE A WARRANTY, AND CLIENT IS NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. JUVARE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR FREE OF ERRORS. 6.2 THE SOFTWARE AND ANY SERVICES THERETO ARE NOT COMPLIANT WITH THE REQUIREMENTS OF THE HIPAA. 6.3 The Software is an information management application. The software is not fault-tolerant and is not designed, manufactured, or intended for use or resale in hazardous environments that require fail-safe performance such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, emergency response, terrorism prevention or response, life support or weapons systems (collectively “High Risk Activities”), the failure of which could lead to death, personal injury, or severe physical or environmental damage. JUVARE EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. Client agrees to indemnify, defend and hold Juvare, and its affiliates, officers, directors, employees, agents, subcontractors, licensors, successors, and assigns harmless from and against any and all liability, losses, claims, expenses (including attorneys’ fees), demands or damages of any kind, including direct, indirect, special, punitive, incidental, or consequential damages, arising out of or in connection with the Client’s use of the Software for High Risk Activities. 7. Effects of Termination. Termination of this Agreement shall result in the termination of all outstanding Quotes, Statements of Work and Exhibits, and termination of all outstanding Quotes, Statements of Work and Exhibits shall result in the termination of this Agreement. Upon termination of this Agreement and/or any Quotes, Statements of Work and Exhibits for any reason, any amounts owed to Juvare under this Agreement or any Quotes, Statements of Work and Exhibits, regardless of whether not yet due and payable, will be accelerated and deemed immediately due and payable (including, without limitation, the remaining balance of unpaid fees for professional services and Travel Expenses). All Subscriptions, including, without limitation, Services and all Software use and access, granted under this Agreement and all Quotes, Statements of Work and Exhibits hereto shall immediately terminate upon termination of this Agreement. All Subscriptions, including, without limitation, Services and all Software use and access, granted pursuant to an applicable Quotes, Statements of Work and Exhibits shall terminate upon the expiration or termination of the applicable Quotes, Statements of Work and Exhibits. Upon termination of this Agreement, Juvare will immediately cease performing all Services and terminate Client’s and its User access to the Software. Juvare shall have no obligation for retaining or maintaining a copy of any such Client’s Information or data from the Software following the date of expiration or termination of the Quotes, Statements of Work and Exhibits governing such information or (if sooner) the expiration or termination of this Agreement. Juvare shall be entitled, without further liability, to destroy all such Client’s Information or data from the Software following the date of expiration or termination of the Quotes, Statements of Work and Exhibits governing such information or (if sooner) the expiration or termination of this Agreement. Notwithstanding the foregoing, in no event shall any Client Confidential Information, including, without limitation, the Client Data, that is entered into or shared in the Juvare Exchange be returned to Client or removed from the Juvare Exchange; Client understands and acknowledges that any Client Confidential Information, including, without limitation, the Client Data, entered Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 15 into the Juvare Exchange is visible and viewable by other Juvare Exchange users and is not secure or held confidential. If Client receives Hosted Services from Juvare, the following termination provisions also apply upon termination of this Agreement for any reason: a. Client’s access to the Hosted Services (including, without limitation, all access to the hosted environments and data) shall be suspended; b. Client shall immediately surrender to Juvare any Internet protocol numbers, addresses or Juvare-owned domain names assigned to Client in connection with the Hosted Services delivered hereunder; c. Unless other arrangements are requested by Client within five (5) days of the effective date of termination and provided Client has paid all outstanding amounts due to Juvare under this Agreement, for the five (5) day period following the effective date of termination of this Agreement Juvare shall provide Client with access to its data or information within the Hosted Services for Client to download the Client Data or information; and d. Any and all Client Data shall be overwritten, erased, encrypted or otherwise rendered unrecognizable upon the sooner to occur of (i) Client’s confirmation that it has downloaded the Client Data or information, or (ii) expiration of the period of access as set forth in subsection (c) above, or (ii) thirty (30) days from the effective date of termination of this Agreement. 8. Other Termination/Suspension of Services. In addition to all other remedies to which it may be entitled hereunder, Juvare shall have the right, without notice to Client, to immediately suspend the provision of any and all Software and Services hereunder, including, without limitation, access to the Software and Support Services, in the event of (i) any breach or threatened breach of this Agreement or any Quotes, Statements of Work and Exhibits hereto by Client or its Users or contractors, (ii) any requirement or direction by any legal or regulatory body having jurisdiction over Client, Juvare or its suppliers or third party service providers, or (iii) any change in law that renders Juvare provision of the Software unlawful or otherwise non-compliant with applicable law. Client’s payment obligations shall continue during any period of suspension pursuant to this Section. Client agrees that Juvare shall have no liability to Client, and Client waives any claim or action against Juvare, in the event of termination of access to the Software as provided in this Agreement. Juvare shall make reasonable efforts to restart such access upon Client’s cure or correction of the event of default or breach unless it has already terminated this Agreement or any Quotes, Statements of Work and Exhibits as provided hereunder. Client shall reimburse and pay to Juvare all charges, expenses and fees incurred by Juvare or payable by Juvare to third parties as a result of such suspension of Software or reconnection/restart of such access to such Software. 9. Export Controls. Client acknowledges that the Software and Documentation are subject to United States export laws. Client shall not, nor shall Client authorize or permit its directors, employees, consultants, independent contractors or other persons, to export, re-export, disclose or otherwise provide the Software and/or Documentation to any country unless an appropriate license, exemption or authorization has been obtained from the U.S. Government. Client expressly agrees that Client shall not export, re-export, barter, or otherwise provide or disclose the Software and Documentation, in whole or in part, to: (a) any country covered by any United States trade embargo; (b) any person listed on the United States Department of Treasury’s list of Specially Designated Nationals; (3) any person or entity listed on the United States Department of Commerce Denied Persons List; (4) any person or entity listed on the United States Department of Commerce Unverified or Entity Lists; (5) any person or entity listed on the United States Department of State Debarred List; or (6) any person or entity where such export, re-export, barter, disclosure or provision violates United State export control law or regulation. Client represents Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 16 and warrants that neither it nor its directors, employees, consultants, nor any other persons or entities who may gain access to the Software and Documentation through the Client, are persons or entities subject to such U.S. export controls. Client agrees to defend, indemnify, and hold harmless Juvare from and against any claim, loss, liability, damage or expense, including fines or legal fees incurred by Juvare with respect to any of Client’s export or re-export activities contrary to the foregoing instructions. Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Revised 01/24 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Juvare, LLC Vendor Contact Person: Cynthia Mihelich Phone: (419) 320-6008 Address: 211 Perimeter Center Parkway, NE, Suite 700 City Atlanta State: Georgia Zip: 30346 Department: Emergency Services Amount: $28,622.24 Purpose: WebEOC Platform Budget Code(s): 10750120-630000 Vendor # 56044 Vendor Status with NCSOS: Registered Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 9-1-2025 End Date 8/31/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: June 17, 2025); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. 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: This is a renewal of ongoing services for the WebEOC incident management platform. The service period began on September 1, which was during the TD Chantal response/recovery period. Use of the platform continues. 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: Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 10/28/2025 11/4/2025 11/4/2025 11/4/2025 11/4/2025 Revised 01/24 2 Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Juvare Contact Cynthia Mihelich (419) 320-6008 cynthia.mihelich@juvare.com When you send in a Purchase Order for the items below, THE PURCHASE ORDER MUST INCLUDE THE QUOTE NUMBER & QUOTE DATE TO BE ACCEPTED   Quote Number: Q-17811 Quote Date: 10/28/2025 Quote for: Orange County EM NC - Maintenance Renewal - 9/1/2025 - 8/31/2026 Quote Expires: 11/30/2025    Quote To:Ship To: Orange County EM NC Orange County EM NC 510 Meadowlands Drive Hillsborough, North Carolina 27278 510 Meadowlands Drive Hillsborough, North Carolina 27278    Quote Contact: Sarah Pickhardt, Division Chief of Emergency Management spickhardt@orangecountync.gov | (919) 245-6138       Thank you for your support of Juvare products and services! When you are ready to proceed with a Purchase Order: •Address all Purchase Orders to ESi Acquisition, Inc., 211 Perimeter Center Parkway, NE, Suite 700, Atlanta, Georgia 30346. •The terms and conditions of the master agreement by and between Juvare, LLC (or the above affiliate) and the Client, as set forth in the applicable master agreement, shall govern and control this Quote and all services, products and deliverables provided pursuant to this Quote. Any terms and conditions in the purchase order that attempt to add, change, remove or otherwise modify terms and conditions set forth in such master agreement shall not be effective unless and until signed in a written amendment by and between the parties to the master agreement. Any such modifications via a purchase order shall be deemed null and void. •Quotes issued in US Dollars and are exclusive of applicable taxes and travel expenses. Items not manufactured by Juvare are subject to change. Substitutes will be provided for customer consideration and approval.   ESi Acquisition, Inc., a Juvare Company 211 Perimeter Center Parkway, NE, Suite 700, Atlanta, Georgia 30346 | Phone: 866.200.0165 © Juvare, LLC. Proprietary and Confidential. Page 1 of 2 Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Juvare Contact Cynthia Mihelich (419) 320-6008 cynthia.mihelich@juvare.com Year 1 ITEM NUMBER DESCRIPTION SALES PRICE QTY TOTAL PRICE 102-P-LEG WebEOC Software Maintenance 9/1/2025 - 8/31/2026 $17,751.20 1.00 $17,751.20 103-H-PRO-250 ASP Hosting - WebEOC Professional (Up to 250 Users) 9/1/2025 - 8/31/2026 $10,871.04 1.00 $10,871.04 Year 1 Total:$28,622.24       Contract Total  *plus applicable taxes      USD 28,622.24       Additional Disclaimer Work cannot be started and dates for services cannot be secured until the applicable initial payment or purchase order has been received. Pricing contained herein is based on configuration outlined above. Some items may not be sold separately. Pricing is valid until the expiration date set forth above.   If the "Bill To" entity above is tax-exempt, such entity shall be responsible for providing all necessary documentation to show such tax-exempt status.   Estimated amounts for Pre-Paid Travel Expenses are for informational purposes only; all Travel Expenses incurred by Juvare or its affiliate shall be invoiced to and paid by Client.   When you send in a Purchase Order (PO) for the items above,  THE PURCHASE ORDER MUST INCLUDE THE QUOTE NUMBER & QUOTE DATE TO BE ACCEPTED.   We look forward to working with you and your staff! ESi Acquisition, Inc., a Juvare Company 211 Perimeter Center Parkway, NE, Suite 700, Atlanta, Georgia 30346 | Phone: 866.200.0165 © Juvare, LLC. Proprietary and Confidential. Page 2 of 2 Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies, LLC DBA Lockton Insurance Brokers, LLC in CA CA license #0F15767 1185 Avenue of the Americas, Ste. 2010 New York NY 10036 (646) 572-7300 ESi Acquisition, Inc. 211 Perimeter Center Parkway NE, Suite 700 Atlanta GA 30346 Chubb Indemnity Insurance Company 12777 Columbia Casualty Company 31127 Federal Insurance Company 20281 Great Northern Insurance Company 20303 AXIS Insurance Company 37273 X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 15,000,000 15,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 E&O/Cyber Crime D&O Limit: $10M Retn: $100K Limit: $2M, Retn: $25K Limit: $5M, Retn: $25K B 99508704 5/8/2025 5/8/2026 A 36071150 5/8/2025 5/8/2026 C 651995465 5/8/2025 5/8/2026 D P-001-001571836-01 5/8/2025 5/8/2026 A 56716084 5/8/2025 5/8/2026 E 71835976 5/8/2025 5/8/2026 5/8/2026 1482572 Y N N N N N Y 5/6/2025 Y N 19083879 19083879 XXXXXXX Orange County, NC 300 West Tryon Street Hillsborough NC 27278 Orange of County its elected and appointed officials, officers, agents and employees are included as Additional Insured on a primary and non-contributory basis on the General Liability and Cyber Liability as required by written contract. A waiver of subrogation applies per written contract. X See Attachments Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Named Insured JUVARE HOLDINGS, INC FA JUVARE HOLDINGS L.P. FA JUVARE INTERMEDIATE HOLDINGS, INC. JUVARE HOLDINGS, INC. Juvare Intermediate Holdings Inc. JUVARE, LLC JUVARE ASIA PACIFIC LTD (NZ) JUVARE CANADA LTD. ILD CONSULTING LTD (AU) Knowledge Center Enterprises, LLC LIVEPROCESS CORPORATION EMSystems LLC JUVARE LITHUANIA, UAB ESI ACQUISITION, INC. Collaborative Fusion, Inc. GLOBAL SECURE SYSTEMS CORP. GEOPLIANT, LLC Juvare IP Holding Company, LLC Nusura, LLC SimulationDeck, LLC Attachment Code: D582741 Master ID: 1482572, Certificate ID: 19083879 Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361 Orange County, NC 300 West Tryon Street Hillsborough, NC 27278 Dear ESi Acquisition, Inc. certificate holder: In an effort to meet demand for instant electronic delivery of certificates, Lockton Companies now provides paperless delivery of Certificates of Insurance. Thank you for your patience and willingness to help us lessen our environmental footprint. To fulfill your certificate delivery, we need your email address. Please contact us via one of the methods below with your Holder ID number, email address, and phone number in the event we have any questions. Your Holder ID number is 19083879. Email: Juvarecertrequests@lockton.com Toll-free automated phone service: 866-218-4018 If this certificate is no longer needed or valid, please notify us. Thank you, Lockton Companies Lockton Companies Three CityPlace Dr, Suite 900 / St. Louis, MO 63141-7088 314-432-0500 / FAX: 314-812-3299 lockton.com Attachment Code: D608458 Master ID: 1482572, Certificate ID: 19083879 Docusign Envelope ID: D0900EE4-E771-4CAB-8A8A-9D643E68D361