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HomeMy WebLinkAbout2026-081-E-Elections Dept-ES&S-Software License Agreement Revised 01/24 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: ES&S Vendor Contact Person: Elliot Andrews Phone: (252) 670-9669 Address: 3741 Centurion Dr. City Garner State: NC Zip: 27529 Department: Elections Amount: PAID Purpose: Software License Agreement Budget Code(s): 10310020 630000 Vendor # 37822 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 07/01/2025 End Date 06/30/2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); 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 agreement was not signed as part of the sales order. 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: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 4/6/2026 4/7/2026 4/7/2026 4/7/2026 1 ELECTION SYSTEMS & SOFTWARE, LLC SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES AGREEMENT THIS SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES AGREEMENT (“Agreement”) is made effective as of the date set forth below, by and between Election Systems & Software, LLC, a Delaware Limited Liability Company (“ES&S”) and Orange County, North Carolina (“Customer”). RECITALS: A. ES&S has licensed to Customer the ES&S software described on Attachment 1 (“Software”) and Customer now desires to obtain license, maintenance, and support services for such Software. B. Customer is required to maintain software license and maintenance agreements necessary to maintain the warranty of its voting system in compliance with NC Gen Stat. § 163-165.9. C. ES&S has agreed to provide such services, subject to the terms and conditions of this Agreement. D. This Agreement supersedes and replaces in their entirety any and all prior agreements between ES&S and Customer regarding, license, maintenance and support services for such Software. NOW, THEREFORE, in consideration of the foregoing recitals (which are specifically incorporated herein by this reference) and the mutual representations, warranties, covenants and agreements set forth below, the parties hereby agree as follows: ARTICLE I GENERAL TERMS 1. Term; Termination. This Agreement shall be in effect for the coverage period as described in Attachment 1 (the “Term”). This Agreement may be terminated by the first to occur of: (a) the date which is sixty (60) days after either party notifies the other that the other has materially breached this Agreement, if the breaching party fails to cure such breach (except for a breach pursuant to subsection (d), which shall require no notice); (b) the date which is thirty (30) days after ES&S notifies Customer that ES&S is no longer able to perform the services contemplated hereunder; (c) the date which is thirty (30) days after ES&S provides written notice to Customer that ES&S desires to terminate this Agreement at any time during the Term; (d) the date which is thirty (30) days after Customer fails to pay any amount due to ES&S under this Agreement; or (e) the date which is thirty (30) days after Customer provides written notice to ES&S that it desires to terminate this Agreement at any time during the Term. The termination of this Agreement shall not relieve Customer of its liability to pay any amounts due to ES&S hereunder and shall only entitle Customer to a prorated refund of any fees already paid to ES&S in the event this Agreement is terminated pursuant to subsections 1(a), 1(b), or 1(c) above. In no event shall Customer be entitled to a refund of any fees paid in the event this Agreement is terminated pursuant to subsections 1(d) or 1(e) above. 2. Fees. In consideration for ES&S to provide license, maintenance and support services for the Software pursuant to this Agreement, Customer shall pay to ES&S the fees set forth on Attachment 1 for the Term. The fees for the Term are due as set forth in Attachment 1. The fee shall be comprised of a fee for the license, maintenance and support services for the Software and shall be in addition to any fees or charges separately referred to in any Section of this Agreement. If Customer elects to receive software, license, maintenance, and support services for any add-on or new product during the Term, ES&S shall charge an incremental fee for such services. ARTICLE II ANNUAL LICENSE OF SOFTWARE 1. Grant of License. Subject to the terms and conditions of this Agreement, ES&S hereby grants to Customer a nonexclusive, nontransferable license for its bona fide full time, part time and temporary employees to use the Software and all related operating instructions, user manuals and training materials supplied by ES&S (collectively the “Documentation”) in Orange County, North Carolina (the “Jurisdiction”). The license allows Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 2 Customer to use and copy the Software (in object code only) and the Documentation, solely for the purposes of defining elections and tabulating and reporting election results in the Jurisdiction. The license does not permit Customer to take any of the following actions: a. Reverse engineer, decompile, disassemble, re-engineer or otherwise create, attempt to create, or permit, allow or assist others to create, the source code or the structural framework for part or all of the Software; b. Cause or permit any use, display, loan, publication, transfer of possession, sublicensing or other dissemination of the Software or Documentation, in whole or in part, to or by any third party including, but not limited to, any transfer of possession to, or use of the Software or Documentation by any third party to perform any services for Customer (including but not limited to any coding, programming or layout services) without the prior written consent of ES&S; or c. Cause or permit any change to be made to the Software without the prior written consent of ES&S. d. Allow any third party to cause or permit any copying, reproduction or printing of any output generated by the Software (except finished ballots by ballot printers selected by Customer) in which ES&S owns or claims any proprietary intellectual property rights (e.g., copyright, trademark, patent pending or patent), including but not limited to any ballot shells or ballot code stock. 2. License Fees. In consideration for the grant by ES&S of the license for the Software described in Section 1 of this Article II, Customer shall pay ES&S the fees set forth on Attachment 1. Any license or royalty fees payable to any third parties for the use of any third-party items shall be the sole responsibility of Customer. 3. Term of License. The license for the Software shall be in effect for the coverage period as described in Attachment 1. ES&S may terminate the license in the event Customer fails to pay the consideration due for, or breaches Sections 1, 2, or 4 of this Article II with respect to, such license. Upon the termination of the license granted in Section 1 for Software or upon Customer’s discontinuance of the use of any Software, Customer shall immediately return such Software and Documentation (including any and all copies thereof) to ES&S, or (if requested by ES&S) destroy such Software and Documentation and certify in writing to ES&S that such destruction has occurred. 4. Proprietary Rights. Customer acknowledges and agrees that ES&S owns all rights, title, and interest in and to the Software and Documentation, subject to the license granted herein. ES&S likewise owns all patents, trademarks, copyrights, trade names and other proprietary or intellectual property in, or used in connection with, the Software and Documentation. The Software and Documentation also contain confidential and proprietary trade secrets of ES&S which are protected by law and are of substantial value to ES&S. Customer shall keep the Software and Documentation free and clear of all claims, liens and encumbrances and shall maintain all copyright, trademark, patent or other intellectual or proprietary rights notices which are set forth on the Software, the Documentation, and all permitted copies thereof. ARTICLE III SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES 1. Services Provided. ES&S shall provide maintenance and support services for the Software to enable the Software to perform in accordance with the Documentation in all material respects and to cure any defect in material or workmanship. The specific maintenance and support services for the Software provided by ES&S and each party’s obligations with respect thereto are set forth on Attachment 1. 2. Updates. During the Term for which Customer has paid the associated fees, ES&S may provide new releases, upgrades, or maintenance patches to the Software, together with appropriate Documentation (collectively, “Updates”), on a schedule defined by ES&S. Customer shall be solely responsible for obtaining and Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 3 purchasing any upgrades or third-party items required to operate the Updates, as well as the cost of any replacements, retrofits or modifications to the any equipment which may be necessary in order to operate the Updates. All Updates shall be deemed to be Software for purposes of this Agreement upon delivery. ES&S shall charge Customer at then-current rates of ES&S to: (i) train Customer on Updates, if such training is requested by Customer; and (ii) if applicable, provide maintenance and support on the Software that is required as a result of Customer’s failure to timely or properly install an Update. Notwithstanding the foregoing, Customer shall pay ES&S to install all election management software Updates. If applicable, Customer shall be responsible for any claim, damage, loss, judgment, penalty, cost, amount paid in settlement or fee which is caused by Customer’s failure to install the most recent Update provided to Customer by ES&S. If Customer proposes changes in the Software to ES&S, such proposals shall become the property of ES&S. ES&S may, in its sole discretion, elect to make or not to make such changes without reference or compensation to Customer or any third party. ES&S represents to Customer that the Updates will comply with all applicable state law requirements at the time of deli very. Customer shall be responsible to ensure that Customer has installed and is using only certified versions of the Software in accordance with applicable law. In the event that any Updates are required due to changes in state law, ES&S reserves the right to charge Customer for the following: (i) the total cost of any third-party items that are required in order to operate the Updates; (ii) the total cost of any replacements, retrofits or modifications to any equipment in order for such equipment to remain compliant with applicable laws and regulations; and (iii) Customer’s pro-rata share of the costs of designing, developing and/or certification by applicable federal and state authorities of such state-mandated Updates. Customer’s pro-rata share of the costs included under subsection (iii) above shall be determined at the time by dividing the number of registered voters in Customer’s jurisdiction by the total number of registered voters in all counties in Customer’s state to which ES&S has licensed the Software. Customer shall pay to ES&S all costs incurred for design, development and certification of any Update which is required due to a change in local law or is otherwise requested or required by Customer. 3. Conditions. ES&S shall not provide license, maintenance and support services for any component of the Software if such item requires such services as a result of: (a) repairs, changes, modifications or alterations not authorized or approved by ES&S; (b) use, modification, dismantling, disassembly, or transfer to any third party without the prior written consent of ES&S; (c) accident, theft, vandalism, neglect, abuse or use that is not in accordance with instructions or specifications furnished by ES&S; (d) causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, flooding, riots, acts of war, terrorism or insurrection, government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations and utility or communication interruptions; (e) Customer’s failure to timely and/or properly install and use the most recent Update provided to Customer by ES&S; or (f) Customer's failure to notify ES&S within three (3) business days after Customer knows of the need for such services. Any such license, maintenance and support services shall be provided at the fees to be agreed upon by the parties if and when the need arises. Replacement versions of the Software requested by Customer as a result of items set forth in Section 3 of this Article III or as a result of Customer’s actions or inactions shall be billable to Customer at then-current rates of ES&S. 4. Proprietary Rights. ES&S shall own the entire right, title, and interest in and to all corrections, programs, information, and work product conceived, created or developed, alone or with Customer or others, as a result of or related to the performance of this Agreement, including all proprietary rights therein or based thereon. Subject to the payment of all fees, ES&S hereby grants to Customer a non-exclusive license to use that portion of such corrections, programs, information, and work product that ES&S delivers to Customer pursuant to this Agreement. All licensed items shall be deemed to be Software for purposes of this Agreement. Except and to the extent expressly provided herein, ES&S does not grant to Customer any right, license, or other proprietary right, express or implied, in or to any corrections, programs, information, or work product covered by this Agreement. Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 4 5. Reinstatement of Software License, Maintenance and Support. If the Term expires without being renewed, Customer may thereafter receive a license for the Software and resume receiving maintenance and support upon: (a) notification to ES&S; (b) payment of all fees, which would have been due to ES&S had the Term not expired; and (c) granting to ES&S access to the Software, so that ES&S may analyze it and perform such maintenance as may be necessary before resuming the license, maintenance and support services for the Software. ARTICLE IV MISCELLANEOUS 1. Taxes; Interest. Customer shall provide ES&S with proof of its tax-exempt status. If Customer does not provide such proof, Customer shall pay or shall reimburse ES&S for all sales and use, excise or other similar taxes imposed on the transactions contemplated by this Agreement; In no event shall Customer be liable for taxes imposed on or measured by income of ES&S. If Customer disputes the applicability of any tax to be paid pursuant to Section 1 of this Article IV, Customer shall pay the tax and may thereafter seek a refund. Any disputed or undisputed payment which is past due to ES&S shall bear interest at the rate of one and one-half percent per month (or such lesser amount as may be permitted by applicable law) for each month or portion thereof during which it remains unpaid. 2. Limitation of Liability. Neither party shall be liable for any indirect, incidental, punitive, exemplary, special, or consequential damages of any kind whatsoever arising out of or relating to this Agreement. Neither party shall be liable for the other party’s negligent or willful misconduct. The total liability of ES&S to Customer arising out of or relating to this Agreement shall not exceed the aggregate amount to be paid by Customer to ES&S hereunder. By entering into this Agreement, Customer agrees to accept responsibility for: (a) the selection of, use of and results obtained from any equipment, software or services not provided by ES&S and used with the Software; or (b) user errors, voter errors, or problems encountered by any individual in voting that are not otherwise a result of the failure of ES&S to perform. ES&S shall not be liable under this Agreement for any claim, damage, loss, judgment, penalty, cost, amount paid in settlement or fee that is caused by: (y) Customer’s failure to timely or properly install and use the most recent Update provided to it by ES&S; or (z) Customer’s election not to receive or to terminate license, maintenance and support services for the Software. . 3. Excusable Nonperformance. Except for obligations to make payments hereunder, if either party is delayed or prevented from performing its obligations under this Agreement as a result of any cause beyond its reasonable control, including acts of God, fire, riots, acts of war, terrorism or insurrection, government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations and utility or communication interruptions, the delay shall be excused during the continuance of, and to the extent of, such cause, and the period of performance shall be extended to the extent necessary to allow performance after the cause of delay has been removed. ES&S agrees to work with Customer, at Customer's reasonable request, to develop mutually agreeable alternatives in order to minimize the negative impact of any such delay. 4. Notice. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by confirmed fax; (d) sent by commercial overnight courier (with written verification of receipt); or (e) sent by registered or certified mail, return receipt requested, postage prepaid. All communications shall be sent to the attention of the persons listed on the signature page to this Agreement and at the contact information set forth on such signature page unless other contact information is provided by either or both parties in accordance herewith. 5. Assignment. Except in the case of a reorganization of the assets or operations of ES&S with one or more affiliates of ES&S or the sale, transfer or assignment of all or substantially all of the assets of ES&S to a successor who has asserted its intent to continue the business of ES&S, neither party may assign or transfer this Agreement or assign, subcontract or delegate any of its rights, duties or obligations hereunder without the prior written consent of the other party hereto, such consent not to be unreasonably withheld or conditioned, nor unduly delayed. 6. Entire Agreement. This Agreement, including all attachments hereto, shall be binding upon and inure to the benefit of the parties and their respective representatives, successors, and assigns. This Agreement, Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 5 including Attachment 1 (which is specifically incorporated herein by this reference), contains the entire agreement of the parties with respect to the subject matter hereof and supersedes and replaces any and all other prior or contemporaneous discussions, negotiations, agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. Any provision of any purchase order, form or other agreement which conflicts with or is in addition to the provisions of this Agreement shall be of no force or effect. In the event of any conflict between a provision contained in any attachment to this Agreement and the general terms of Article I, the provision contained in the attachment shall control. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver, amendment, or modification is sought to be enforced. No consent by either party to, or waiver of, a breach by either party sh all constitute a consent to or waiver of any other different or subsequent breach by either party. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Customer resides, without regard to its conflicts of laws principles. The parties agree that venue for any dispute or cause of action arising out of or related to this Agreement shall be in the state and federal courts of the United States located in the State in which the Customer resides. ES&S is providing services to Customer as an independent contractor and shall not be deemed to be a “state actor” for purposes of 42 U.S.C. § 1983 or any similar State statute. ES&S may engage subcontractors to provide certain of the services, but shall remain fully responsible for such performance. The provisions of Article II and Article III Sections 1-6 shall survive the termination of this Agreement, to the extent applicable. 7. Counterparts; Execution by Email. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. The parties may execute this Agreement and exchange counterparts of the signature pages by means of email transmission, and the receipt of such executed counterparts by email transmission shall be binding on the parties. Following such exchange, the parties shall promptly exchange original versions of such signature pages upon request. Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 6 IN WITNESS WHEREOF, this Agreement has been executed effective as of the date it is signed by the last of the parties hereto. ELECTION SYSTEMS & SOFTWARE, LLC ORANGE COUNTY, NORTH CAROLINA 11208 John Galt Boulevard P.O. Box 220 – 208 S. Cameron Street Omaha, NE 68137 Hillsborough, NC 27278 ___________________________________ Signature Signature Name (Printed or Typed) Name (Printed or Typed) ___________________________________ Title Title Date Date Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 Rachel Raper 4/7/2026 Director of Elections 7 PRICING SUMMARY AND PAYMENT TERMS Sale Summary: Description Refer To Amount ES&S Software License, Maintenance and Support Fees Attachment 1 $23,100.00 Total Maintenance Fees for the Term: $23,100.00 Terms & Conditions: Note 1: Any applicable state and local taxes are not included and are the responsibility of Customer. Note 2: Invoicing and Payment Terms are as Follows: $23,100.00 due upon Contract Execution for the Coverage Period of July 1, 2025 through June 30, 2026. Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 8 Attachment 1 ES&S SOFTWARE LICENSE, MAINTENANCE AND SUPPORT DESCRIPTION AND FEES SOFTWARE Term: July 1, 2025 through June 30, 2026 Listed below are the Software and fees for which license, maintenance and support will be provided: Qty Description Coverage Period Software License, Maintenance and Support Fee in Total 1 ElectionWare Software – Reporting Only Base Package 7/1/2025 through 6/30/2026 $10,900.00 1 Media Burn Capability 7/1/2025 through 6/30/2026 $12,200.00 Total Software License, Maintenance and Support Fees for the Term $23,100.00 Software License, Maintenance and Support Services Provided by ES&S 1. Telephone Support. 2. Issue Resolution. 3. Technical Bulletins will be available through Customer’s ES&S Web-based portal. Note: Except for those license, maintenance and support services specifically set forth herein, ES&S is under no obligation and shall not provide any other services to Customer unless previously agreed upon by the parties in writing. Software License, Maintenance and Support Services – Customer Responsibilities 1. Customer shall have completed a full software training session for each software product selected. • Customer shall have completed training at a proficiency level to successfully the product. • Customer shall have the ability to install application software and make changes to date and time settings. 2. Customer shall have reviewed the complete user manual for each software product. 3. Customer shall be responsible for the installation and integration of any third-party hardware or software application or system purchased by Customer, unless otherwise agreed upon by the parties in writing. 4. Customer shall be responsible for data extraction from Customer voter registration system. 5. Customer shall be responsible for implementation of any security protocols, physical, network or otherwise which are necessary for the proper operation of the software product. 6. Customer shall be responsible for the acceptance of the software product, unless otherwise agreed upon by the parties in writing. 7. Customer shall be responsible for the design, layout, set up, administration, maintenance, and connectivity of Customer’s network. Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 9 8. Customer shall be responsible for the resolution of any errors associated with Customer’s network or other hardware and software not purchased or recommended by ES&S and not otherwise identified in the user guide(s) as part of the software product. 9. Customer shall be responsible for all costs associated with diagnosing ballot printing problems resulting from the potential use of non-ES&S ballot partner printer ballots. 10. Customer shall be responsible for the payment of additional or replacement CDs or DVDs of the software product requested by Customer. Pricing for such additional or replacement CDs or DVDs shall be at then-current rates of ES&S. Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 Holder Identifier : 7777777707070700077763616065553330763735764015474607762215770634132071660557146323320716045773247451007700411356634754077224311764145760770621115663657407324231152270130077727252025773110777777707000707007 6666666606060600062606466204446200620222426226000206220006062040200062020262400420000622222426204020206222006060060000062222040422402020622220426202240206220046200462242066646062240664440666666606000606006Certificate No : 570118854575 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/27/2026 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Central, Inc. Omaha NE Office 14301 FNB Parkway Suite 100 Omaha NE 68154 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (402) 697-1400 INSURED 41718Endurance American Specialty Ins Co.INSURER A: 11515QBE Specialty Insurance CompanyINSURER B: 38911Berkley National Insurance CompanyINSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.):(402) 697-0017 CONTACTNAME: Election Systems & Software, LLC 11208 John Galt Blvd Omaha NE 68137 USA COVERAGES CERTIFICATE NUMBER:570118854575 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.Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $15,000 $1,000,000 $2,000,000 $2,000,000 C 10/01/2025 10/01/2026TCP7029133Q14 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $1,000,000C10/01/2025 10/01/2026 $1,000 Coll. Ded. COMBINED SINGLE LIMIT (Ea accident)TCP-7029133-10 $1,000 Comp Ded. EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $10,000,000 $10,000,000 10/01/2025UMBRELLA LIABC 10/01/2026TCP702913310 RETENTION X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ERPER STATUTEC10/01/2025 10/01/2026 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 TWC702913410 Aggregate LimitACP3008353780004/01/2025 04/01/2026 E&O/Cyber Claims Made E&O - Professional Liability - Primary A SIR applies per policy terms & conditions $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Orange County, its officers, agents and employees are included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: 570118854575 570118854575 Aon Risk Services Central, Inc. 570000005601 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # Election Systems & Software, LLC TYPE OF INSURANCE POLICY NUMBER LIMITS OTHER B E&O - Professional Liability - Excess 130009536 04/01/2025 04/01/2026 Aggregate Limit $5,000,000 SIR $2,500,000 5M x 5M Claims Made ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) SIR applies per policy terms & conditions ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/26/2026 Lancaster,McAden,Willis,Smith The Insurance Center 1320 Commerce Dr New Bern NC 28562 Jennifer Riggs 252-639-9586 252-636-1664 jriggs@ticnc.com FFVA Mutual Insurance Co.10385 OWENGDU-01 Selective Insurance Company of the Southeast 39926OwenGDunnCompanydbaPrintElect Andrews Graphics dba Alpha Graphics 3731 Trent Rd New Bern NC 28562 At-Bay Specialty Insurance Company 19607 1305984096 B X 1,000,000 X 500,000 10,000 1,000,000 3,000,000 X Y S 2002322 9/9/2025 9/9/2026 3,000,000 B 1,000,000 X X X S 2002322 9/9/2025 9/9/2026 B X X 2,000,000S20023229/9/2025 9/9/2026 2,000,000 X 0 A XWC84000296942025A9/9/2025 9/9/2026 500,000 500,000 500,000 C B Cyber Liability Rented/Leased Equipment AB-6612826-05 S 2002322 9/9/2025 9/9/2025 9/9/2026 9/9/2026 Limit Limit 1,000,000 40,000 3731 Trent Rd. New Bern NC 28562 Orange County its officers,agents and employees are additional insureds with respects to General Liability as required per written contract Orange County 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 Docusign Envelope ID: 99C86DDB-EDE0-4B35-B5C5-112789BE86C6