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2026-244-E-IT Dept-CentralSquare Technologies-ONESolution software annual maintenance and technical support
Revised 01/24 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 20th day of April 2026 by and between ORANGE COUNTY (hereinafter referred to as “County”) and CentralSquare Technologies, LLC having an address of 1000 Business Center Drive, Lake Mary, FL 32746 (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated June 22, 2023, amended March 28, 2024 (hereinafter the “Original Agreement”), for the provision of services for ONESolution – Public Safety and Justice; and WHEREAS the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Provider: Annual maintenance for ONESolution Public Safety and Justice in accordance with the attached quotes Q-255180 and Q-255181. 2. Article 5, Section a is amended to reflect a maximum payable not-to-exceed amount of Three Hundred Ninety- Nine Thousand Eight Hundred Ninety-Five and 56/100 Dollars ($399,895.56 = Original amended contract $337,731.41 + $62,164.15 for annual maintenance through 12/31/2026). 3. Article 4, Section a is amended to reflect a term ending December 31, 2026. 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Travis Myren Ron A. Anderson County Manager Chief Revenue Officer Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Revised 01/24 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: CentralSquare Technologies, LLC Vendor Contact Person: Ron A. Anderson Phone: (800) 727-8088 Address: 1000 Business Center Dr. City Lake Mary State: FL Zip: 32746 Department: Information Technologies Amount: $399,895.56 Purpose: ONESolution software annual maintenance and technical support Budget Code(s): 10315020-625010 Vendor # 67241 Vendor Status with NCSOS: Active - Current Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 06/22/2023) (Most Recent Amendment 03/28/2024) Effective Date 07/01/2026 End Date 12/31/2026 Notice Date N/A (Notice Purpose N/A) Award Approved by Board (Agenda Date: 06/06/2023); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: 06/06/2023) - 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(#A) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 4/20/2026 4/21/2026 4/27/2026 6/16/2026 6/16/2026 MORE INFORMATION AT CENTRALSQUARE.COM Renewal Order prepared by: Brittany Henry brittany.henry@centralsquare.com Thank you for your continued business. We at CentralSquare appreciate and value our relationship and look forward to serving you in the future. CentralSquare provides software that powers over 8,000 communities. More information about all of our products can be found at www.centralsquare.com. WHAT SOFTWARE IS INCLUDED? _____ PRODUCT NAME QUANTITY TOTAL 1. ONESolution Alpha Numeric Paging Annual Maintenance Fee 1 817.15 USD 2. ONESolution CAD Console License Annual Maintenance Fee 8 5,883.20 USD 3. ONESolution CAD Console License Annual Maintenance Fee 5 3,466.10 USD 4. ONESolution CAD Map Display & Map Maintenance Software License Annual Maintenance Fee 12 5,279.88 USD 5. ONESolution CAD Map Display & Map Maintenance Software License Annual Maintenance Fee 5 2,073.70 USD 6. ONESolution CAD Map Display & Map Maintenance Software License Annual Maintenance Fee 1 836.35 USD 7. ONESolution Computer-Aided Dispatch System Annual Maintenance Fee 1 11,684.44 USD 8. ONESolution E911 Interface Annual Maintenance Fee 1 817.15 USD 9. ONESolution Fire ProQA/Paramount Interface Annual Maintenance Fee 1 822.91 USD 10. ONESolution Freedom Base Annual Maintenance Fee 1 1,316.64 USD 11. ONESolution Law ProQA/Paramount Interface Annual Maintenance Fee 1 822.91 USD 12. ONESolution Map Converter Software Annual Maintenance Fee 1 244.44 USD 13. ONESolution Medical ProQA/Paramount Interface Annual Maintenance Fee 1 1,047.63 USD 14. ONESolution Mobile Server Software Annual Maintenance Fee 1 1,909.29 USD Renewal Order #: Q-255180 Start Date: July 1, 2026 End Date: December 31, 2026 Billing Frequency: Yearly Subsidiary: Superion, LLC Renewal Order prepared for: Lysa May, Administrative Services Orange County Emergency Management PO Box 8181 Hillsborough, North Carolina 27278 (919) 245-6100 Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B MORE INFORMATION AT CENTRALSQUARE.COM Renewal Order prepared by: Brittany Henry brittany.henry@centralsquare.com 15. ONESolution Pagegate Interface Annual Maintenance Fee 1 139.67 USD 16. ONESolution Rip & Run Printing/Faxing Annual Maintenance Fee 1 817.15 USD 17. ONESolution US Digital Designs Communications Gateway Annual Subscription Fee 1 1,212.74 USD Renewal Order Total: 39,191.35 USD Billing Information This is not an invoice. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the Customer. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the Ship To location provided by the Customer on the Renewal Order Form. Please note that the Total Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Total Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Total Price displayed above. Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B MORE INFORMATION AT CENTRALSQUARE.COM Renewal Order prepared by: Brittany Henry brittany.henry@centralsquare.com Thank you for your continued business. We at CentralSquare appreciate and value our relationship and look forward to serving you in the future. CentralSquare provides software that powers over 8,000 communities. More information about all of our products can be found at www.centralsquare.com. WHAT SOFTWARE IS INCLUDED? _____ PRODUCT NAME QUANTITY TOTAL 1. ONESolution Automated Secure Alarm Protocol Interface (ASAP) Annual Subscription Fee 1 3,307.50 USD 2. ONESolution CAD Client AVL License Annual Maintenance Fee 13 2,178.93 USD 3. ONESolution CAD Client AVL License Annual Maintenance Fee 5 987.45 USD 4. ONESolution CAD Resource Monitor Display License With Maps Annual Maintenance Fee 7 1,173.27 USD 5. ONESolution CAD to ACS FIREHOUSE RMS Interface Annual Maintenance Fee 1 768.26 USD 6. ONESolution Crime Analysis Plus Annual Maintenance Fee 1 796.19 USD 7. ONESolution Field Training Online-Cloud 1 1,105.57 USD 8. ONESolution Field Training Online-Cloud 1 0.00 USD 9. ONESolution Generic CAD Event Export-Law/Fire/EMS Annual Maintenance Fee 1 957.21 USD 10. ONESolution Map Converter Software Annual Maintenance Fee 1 244.44 USD 11. ONESolution MCT Client AVL License Annual Maintenance Fee 1 4,888.89 USD 12. ONESolution OpCenter for CAD Annual Maintenance Fee 1 2,793.66 USD 13. ONESolution State/NCIC Messaging Software Annual Maintenance Fee 1 2,793.64 USD Renewal Order #: Q-255181 Start Date: July 1, 2026 End Date: December 31, 2026 Billing Frequency: Yearly Subsidiary: Superion, LLC Renewal Order prepared for: Sally Kadle, IT Help Desk/Admin Specialist Orange County Emergency Management PO Box 8181 Hillsborough, North Carolina 27278 (919) 245-2281 Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B MORE INFORMATION AT CENTRALSQUARE.COM Renewal Order prepared by: Brittany Henry brittany.henry@centralsquare.com 14. ONESolution Switch to Switch Annual Maintenance Fee 1 977.79 USD Renewal Order Total: 22,972.80 USD Billing Information This is not an invoice. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the Customer. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the Ship To location provided by the Customer on the Renewal Order Form. Please note that the Total Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Total Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Total Price displayed above. Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 08/31/2026 10,000 of Marsh USA LLC X 19038 2,000,000 N/A 25615 10,000,000 A X C 08/31/2026 X Travelers Property Casualty Company Of America 08/31/2025 CN130114897-8/31-5M-25-26 1,000,000 25623 ATL-005615383-08 08/31/2025 2,000,000 04/06/2026 2 1,000,000 1,000,000 1,000,000 B 08/31/2026 08/31/2025 X 25674 BA-6S783539-25-I3-G 10,000 UB-6S783668-25-I3-G X CUP-6S801390-25-I3 1,000,000 Orange County, NC, its officers, officials and employees are included as additional insureds where required by written contract with respect to General and Auto Liability. Travelers Casualty And Surety Company 1000 Business Center Drive CentralSquare Technologies, LLC Lake Mary, FL 32746 1,000,000 The Charter Oak Fire Insurance Co. X TWO ALLIANCE CENTER MARSH USA, LLC. ATLANTA, GA 30326 3560 LENOX ROAD, SUITE 2400 H-660-6S758660-COF-25 Phoenix Insurance Company N Hillsborough, NC 27278 Orange County P.O. Box 8181 08/31/2025 D N/A 1,000,000X X X X 10,000,000 08/31/2026 X Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: MARSH USA, LLC. �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� 2 Atlanta Certificate of Liability Insurance �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� 25 �� �� �� �� �� �� 1000 Business Center Drive��CentralSquare Technologies, LLC�� �� Lake Mary,FL 32746�� �� �� �� 2 CN130114897 �� �� �� �� Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA CentralSquare Technologies, LLC 1000 Business Center Drive Lake Mary, FL 32746 Orange County P.O. Box 8181 Hillsborough, NC 27278 01/27/2026 1-877-945-7378 1-888-467-2378 certificates@wtwco.com QBE Specialty Insurance Company 11515 W43828725 A Cyber/Technology & Prof E&O/ Media Liab./Privacy & Cyber Limit13001993001/15/2026 04/28/2027 Retention Security Liability 429778829319740SR ID:BATCH: $500,000 $10,000,000 WTW Certificate Center Page 1 of 1Docusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Revised 06/21 EDITED BY VENDOR 1 [Departmental Use Only] TITLE Central Square FY 24 NORTH CAROLINA CENTRALSQUARE SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 22nd day of June, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and CentralSquare Technologies, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to Software maintenance and technical support for the ONESolution software modules for the benefit of Sheriff's Office and Orange County, NC Emergency Services. In the event of a discrepancy between this Agreement and Attachment A, this Agreement shall prevail related to the relevant licenses and services, which shall be memorialized by signatures of both parties to Attachment A (CentralSquare Solutions Agreement) incorporated herein by reference. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Revised 06/21 EDITED BY VENDOR 2 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, 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) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 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 DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Revised 06/21 EDITED BY VENDOR 3 to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Software maintenance and technical support for ONESolution software modules, in accordance with Exhibit 2 (Support Standards) of Attachment A, and in accordance with the terms therein as well as those described in Exhibit 1 in Attachment A. 4. Duration of Services a. Term. The term of this Agreement shall be from 01 August 2023 to 31 July 2024. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner in accordance with CentralSquare’s Support Services set forth in Attachment A. ii) The Commencement Date for the Provider's Basic Services shall be 01 August 2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactoril y (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed one-hundred-and-sixteen-thousand-four- hundred-seventeen and 74/100 Dollars ($116,417.74) (see Exhibit 1 in Attachment A; term: 1 August 2023 – 31 July 2024). 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). Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. 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. Notwithstanding the foregoing, the County must pay all undisputed amounts due to CentralSquare in accordance with the applicable invoice. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement, as mutually agreed to by both parties. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Jim Northrup) to act as the County's representative with respect to the Project who shall have the authority to render DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Revised 06/21 EDITED BY VENDOR 4 decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. During the term of this Agreement, CentralSquare shall maintain insurance coverage covering its operations in accordance with Exhibit 4 (Insurance Requirements) set forth in Attachment A. CentralSquare shall include County as an additional insured on the applicable insurance policies provided in (Insurance Requirements) set forth in Attachment A. CentralSquare shall provide proof of current coverage during the term of this Agreement. b. 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 shall be in accordance with Section 16 (Termination) and Section 17 (Effect of Termination) set forth in Attachment A. 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. b. 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. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Revised 06/21 EDITED BY VENDOR 5 written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. 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 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.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 and 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, its Attachments and Exhibits represent the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project 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. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Revised 06/21 EDITED BY VENDOR 6 validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Jim Northrup Central Square P.O. Box 8181 1000 Business Center Drive Hillsborough, NC 27278 Lake Mary, FL 32746 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Revised 06/21 EDITED BY VENDOR 7 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: Bonnie Hammersley, County Manager By: Ron A. Anderson, Chief Sales Officer DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667 6/22/20236/29/2023 DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Revised 06/21 EDITED BY VENDOR 8 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: CentralSquare Technologies, LLC Party/Vendor Contact Person: Ron A. Anderson Contact Phone: 800-727-8088 Party/Vendor Address: 1000 Business Center Drive City Lake Mary State: FL Zip: 32746 Department: Information Technologies Amount: $116,417.74 Purpose: Software annual maintenance and technical support Budget Code(s): 10315020 625010 Vendor # 67241 (N/A if new vendor) Vendor is a BOCC consultant? No Contract Type: Renewal Effective Date 6/22/2023 Approved by Board: Y e s Agenda Date: 6/6/23 --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget 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: Department Director’s Signature Date: Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: 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 Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667 6/22/2023 6/28/2023 6/29/2023 6/29/2023 DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B Attachment A CentralSquare Solutions Agreement This CentralSquare Support and Maintenance Agreement (the "Agreement"), effective as of June 22, 2023 (the "Effective Date"), is entered into between CentralSquare Technologies, LLC, a Delaware Limited Liability Company with its principal place of business in Lake Mary, FL ("CentralSquare") and the Orange County, North Carolina on behalf of Orange County, NC Emergency Services ("Customer"), together with CentralSquare, the "Parties", and each, a "Party". WHEREAS, CentralSquare licenses and gives access to certain software applications (“Solutions”) to its customers and also provides maintenance, support, migration, installation and other professional services; and WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to support them with professional services, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement: CentralSquare Technologies, LLC Orange County, North Carolina 1000 Business Center Dr. Lake Mary, FL 32746 P.O. Box 8181 Hillsborough, NC 27278 By: By: Print Name: Ron A. Anderson Print Name: Bonnie Hammersley Print Title: Chief Sales Officer Print Title: County Manager Date Signed: Date Signed: 1. Solution: ONESolution – Public Safety & Justice 2. Term. 2.1. Term. The Term of this Agreement commences as of the Effective Date and will continue in effect until July 31, 2025, unless terminated earlier pursuant to any of the Agreement’s express provisions (the ““Term”). 2.2. Non-Renewal. Either party may elect to end renewal of the contract by issuing a notice of non -renewal, in writing, to the other party six (6) months prior to the expiration of the current contract term. 3. Fees. In consideration of the rights and services granted by CentralSquare to Customer under this Agreement, Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in Exhibit 1 (the “Solution(s) and Services Fee Schedule”). 4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below: 4.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise. 4.2. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. 4.3. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Solutions under the rights granted to Customer pursuant to this Agreement, and for whom access to the Solutions has been purchased. 4.4. “Baseline” means the version of a Solution updated to the particular time in question through CentralSquare’s warranty services and maintenance, but without any other modification whatsoever. DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667 6/22/2023 6/29/2023 DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 2 4.5. “Component System” means any one of the Solutions identified in Exhibit 1, including all copies of Source Code, Object Code and all related specifications, Documentation, technical information, and all corrections, modifications, additions, development work, improvements and enhancements to and all Intellectual Property Rights for such Component System. 4.6. "Customer Data" means information, data, and content, in any form or medium , collected, downloaded, or otherwise received, directly or indirectl y from Customer, an Authorized User or end-users by or through the Solutions, provided the data is not personally identifiable and not identifiable to Customer. 4.7. “Custom Modification” means a change that CentralSquare has made at Customer’s request to any Component System in accordance with a CentralSquare -generated specification, but without any other changes whatsoever by any Person. 4.8. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by Customer or through the use of third-party services. 4.9. “Defect” means a material deviation between the Baseline Solution and its Documentation, for which Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. Further, with regard to each Custom Modification, Defect means a material deviation between the Custom Modification and the CentralSquare generated specification and documentation for such Custom Modification, and for which Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. 4.10. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Solutions, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof. 4.11. “Enhancements” means general release (as opposed to custom) changes to a Baseline Component System or Custom Modification which increase the functionality of the Baseline Component System or Custom Modification in question. 4.12. "Harmful Code" means any software, hardware, device or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) pre vent Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement. 4.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 4.14. “Maintenance” means optimization, error correction, modifications, and updates to CentralSquare Systems to correct any known Defects and improve performance. Maintenance will be provided for each Component System, the hours and details of which are described in Exhibit 2 (“Support Standards”). 4.15. “New Releases” means new editions of a Baseline Component System or Custom Modification. 4.16. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity. 4.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1 996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing. 4.18. “Professional Services” means installation, implementation, development work, training or consulting services including custom modification programming, support relating to custom modifications, on -site support services, assistance with data transfers, system restarts and reinstallations provided by CentralSquare. DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 3 4.19. “Representatives" means, with respect to a Party, that Party's employees, officers, directors, agents, subcontractors, and legal advisors. 4.20. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and Professional Services as employees, agents, Subcontractors or independent contractors of CentralSquare. 4.21. "Solutions" means the Component Systems, Documentation, Custom Modifications, development work, CentralSquare Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement. 4.22. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third-party services. 4.23. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with the detailed Support Standards outlined in Exhibit 2. 4.24. "Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare. 5. License, Access, and Title. 5.1. License Grant. For any Solution designated as a “license” on Exhibit 1 (Solution(s) and Services Fee Schedule), Customer is granted a perpetual (unless terminated as provided herein), nontransferable, nonexclusive right and license to use the software for Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1 (Solution (s) and Services Fee Schedule). Additional software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable license. In such event, Customer shall not be entitled to a refund of any license fees paid. Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities, provided that the Software is installed and operated at only one physical location. The Software license granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever. 5.2. Access Grant. For any Solution designated as a “subscription” on Exhibit 1 (Solution(s) and Services Fee Schedule), so long as subscription fees are paid and current, (unless terminated as provided herein), Customer is granted a nontransferable, nonexclusive right to use the software for the Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1 (Solution(s) and Services Fee Schedule). Additional CentralSquare software subscriptions purchased after the execution of this Agreement shall also be accessed in accordance with the pro visions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable access. In such event, Customer shall not be entitled to a refund of any subscription fees paid. Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities. The subscription access granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever. DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 4 5.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Solutions. 5.4. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Solutions, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third -Party Materials are and will remain with CentralSquare and the respective rights holders. 6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits: 6.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; 6.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Solutions, in whole or in part; 6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an Authorized User through the use of his or her own then valid access; 6.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; 6.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare Systems, or CentralSquare's provision of services to any third-party, in whole or in part; 6.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or Solutions, including any copy thereof; 6.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law; 6.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted under Section 5. 7. Customer Obligations. 7.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and Specifications; and (c) provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under and in connection with this Agreement. 7.2. Effect of Custom er Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement. 7.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 5, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity. 8. Professional Services. 8.1. Compliance with Customer Policies. While CentralSquare Personnel are performing services at Customer's site, CentralSquare will ensure that such personnel comply with Customer’s reasonable security procedures and site policies that are generally applicable to Customer ’s other suppliers providing DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 5 similar services and that have been provided to CentralSquare in writing or in advance. Customer shall promptly reimburse CentralSquare for any out-of-pocket costs incurred in complying with such procedures and policies. 8.2. Contributed Material. In the process of CentralSquare’s performing Professional Services, Customer may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables (“Contributed Material”). Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, for CentralSquare, CentralSquare’s Affiliates and CentralSquare’s licensees to make, use, sell and create derivative works of the Contributed Material. 9. Confidentiality. 9.1. Defined. Information that is conveyed orally shall be designated as confidential at the time of disclosure and shall be reduced to writing within ten (10) business days. Notwithstanding any provision in this Section 9, Customer specifically acknowledges that the Software, including without limitation the database architecture and sequence and Documentation, comprise Confidential Information and know-how that are the exclusive property of CentralSquare. 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. CentralSquare agrees to indemnify and hold harmless Customer and its officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose any information. 9.2. Nondisclosure. The parties agree, unless otherwise provided in this Agreement or required by law, not to use or make each other's Confidential Information available to any third party for any purpose other than as necessary to perform under this Agreement. The recipient shall protect the Confidential Inf ormation from disclosure by using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its unauthorized use, dissemination or publication by its employees or agents. Customer further agrees that it will not allow any form or variation of the Software to enter the public domain. Both parties acknowledge that any breach of its obligations with respect to Confidential Information may cause the other irreparab le injury for which there are inadequate remedies at law and that the non-disclosing party shall be entitled to equitable relief in addition to all other remedies available to it. Customer shall not disclose the results of any performance or functionality tests of the Software to any third party without CentralSquare’s prior written approval. 9.3. Exceptions. A party's Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of the recipient; (b ) was in the recipient’s lawful possession prior to the disclosure and was not obtained by the recipient either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the recipient by a third party without restriction on recipient ’s disclosure, and where recipient was not aware that the information was the confidential information of discloser; (d) is independently developed by the recipient without violation of this Agreement; or (e) is required to be disclosed by law. 10. Security. 10.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer Data, protect against any anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual basis. 10.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non -repudiation and virus detection and eradication. 10.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall maintain agreements with such Authorized Users that adequately protect the confidentiality and Intellectual Property Rights of CentralSquare in the Solutions and Documentation, and disclaim any liability or responsibility of CentralSquare with respect to such Authorized Users. 11. Personal Data. If CentralSquare processes or otherwise has access to any personal data or Personal Information on Customer’s behalf when performing CentralSquare’s obligations under this Agreement, then: DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 6 11.1. Customer shall be the data controller (where “data controller” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and CentralSquare shall be a data processor (where “data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own); 11.2. Customer shall ensure that it has obtained all necessar y consents and it is entitled to transfer the relevant personal data or personal information to CentralSquare so that CentralSquare may lawfully use, process and transfer the personal data and personal information in accordance with this Agreement on Customer’s behalf, which may include CentralSquare processing and transferring the relevant personal data or personal information outside the country where Customer and the Authorized Users are located in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement; and 11.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and 11.4. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and Personal Information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relati on to the personal data and Personal Information and the nature of the personal data and Personal Information being protected. If necessary, the Parties will cooperate to document these measures taken. 12. Representations and Warranties. 12.1. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software and has the right to license the Software as described in this Agreement. CentralSquare further warrants and represents that the CentralSquare Software does not contain any “back door”, “time bomb”, “Trojan horse”, “worm”, “drop dead device” or other program routine or hardware device inserted and intended by CentralSquare to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the CentralSquare Software. Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of section and its subsections below, shall constitute the agreement of the Parties with respect to viruses. 12.2. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DE ALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF. 13. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by United States registered or certified mail, return receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing by the other Party. If to CentralSquare : CentralSquare Technologies, LLC 1000 Business Center Dr. Lake Mary, FL 32746 DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 7 Phone: 407-304-3235 email: info@CentralSquare.com Attention: Senior Counsel / Contracts Department If to Customer: Orange County P.O. Box 8181 Hillsborough, NC 27278 Phone: (919) 245-6100 email: skadle@orangecountync.gov Attention: Sally Kadle 14. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party’s reasonable control (“Excusable Delay” hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 15. Indemnification. 15.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or pr operty or arising solely from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare’s or any subcontractor’s performance pursuant to this Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 16. Termination. This Agreement may be terminated: 16.1. For cause by either Party, effective on written notice to the other Party, if the other Party materially breaches this Agreement and: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. 16.2. For lack of payment by written notice to Customer, if Customer’s failure to pay amounts due under this Agreement has continued more than ninety (90) days after delivery of written notice of non-payment. 17. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement: 17.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such Confidential Information in confidence pursuant to Section 9; and 17.2. Upon the expiration of this Agreement, each Party shall pay to the other all amounts accrued prior to and through the date of termination of this Agreement. 18. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare’s assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare’s executory obligations hereunder, as evidenced by an express written assumption of the obligations hereunder by the assignee. 19. Dispute Resolution. 19.1. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute (“Dispute Notice”). After the other Party receives the Dispute Notice, the parties agree to undertake good faith negotiation between themselves to resolve the Dispute. Each Party shall be responsible for its associated travel costs. The parties agree to attend no fewer than three negotiation sessions attended DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 8 Vice Presidents of each Party (or employees of equivalent or superior position). 19.2. Escalation to Mediation. If the Parties cannot resolve any Dispute during the good faith negotiations either Party must initiate mediation under Section 19.3. 19.3. Mediation. Subject to Sections 19.2 and 19.3, the Parties may escalate a Dispute to a mutually agreed to mediator. Parties agree to act in good faith in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties agree to use commercially reasonable efforts in participating in the mediation. The Parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to the mediation will be shared equally between the Parties. The Parties shall bear their own fees, expenses, and costs. The Parties further agree all written or oral offers, promises, conduct, and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. 19.4. If the Parties cannot resolve a Dispute through mediation, then once an impasse is declared by the mediator either Party may pursue litigation in a court of competent jurisdiction. 20. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 21. Liability. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE: 21.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO, REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, AND REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND 21.2. CENTRALSQUARE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE MONTHS PRIOR TO THE DATE THE CLAIM AROSE. 22. Insurance. During the course of performing services under this Agreement, CentralSquare agrees to maintain insurance coverage in accordance with Exhibit 4 (Insurance Requirements), attached hereto and by this reference incorporated herein. 23. Third-Party Materials. CentralSquare may from time to time, in its discretion engage third parties to perform services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for third parties, but these third parties assume all responsibility and liability in connection with the third-party software, equipment, or related services. CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage in any other acts that are binding upon the third-party, excepting specifically that CentralSquare is authorized to represent third-party fees in the Agreement and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or accessing any third-party Materials, Customer may be required to execute a click -through, shrink-wrap End User License Agreement (EULA) or similar agreement provided by the Third-Party Materials provider. All third- party materials are provided “as-is” and any representation or warranty concerning them is strictly between Customer and the third-party. 24. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitutes the entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof. This Agreement may not be modified except by a writing subscribed to by authorized representatives of both DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 9 Parties. 25. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement. 26. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall cons titute one and the same instrument. This Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means including, without limitation, Docusign, Tagged Image Format Files (TIFF), or Portable Document Format (PDF). All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statutes Chapter 66. 27. Material Adverse Change. If any Law, Regulatory Approval, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards (collectively, a “Material Adverse Change”), which is not explicitly addressed within this Agreement and results in significant extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impac t of such Material Adverse Change. 28. Cooperative Purchases. This Contract may be used by other government agencies. CentralSquare has agreed to offer similar services to other agencies under the same terms and conditions as stated herein except that the compensation may be negotiated between CentralSquare and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such agencies. 29. Order of Precedence. 29.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail: 29.1.1. The main body of this Agreement and any associated amendments or change orders. 29.1.2. The attached Exhibits to this Agreement. 29.1.3. Purchase Orders placed with CentralSquare in accordance with this Agreement. Customer’s purchase terms and conditions or CentralSquare’s sales terms and conditions are not applicable and shall have no force and effect, whether referenced or not in any document in relation to this Agreement. 29.2. Incorporated Exhibits to this Agreement: Exhibit 1 – Solution(s) and Services Fee Schedule Exhibit 2 - Maintenance & Support Standards Exhibit 3 – Travel Expense Guidelines Exhibit 4 – Insurance Requirements DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B EXHIBIT 1 Solution(s) and Services Fee Schedule (See Next Page) DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 1 Billing Period Product: Product Name Qty 8/01/23 - 7/31/24 ONESolution Field Training Online-Cloud Annual Access Fee 1 $1,823.26 Total $1,823.36 Product: Product Name Qty 11/01/23 - 10/31/24 ONESolution CAD Resource Monitor Display License With Maps 7 $2,027.06 ONESolution State/NCIC Messaging Software 1 $4,826.54 ONESolution Switch to Switch 1 $1,689.29 ONESolution MCT Client License for Message Switch 13 $627.49 ONESolution CAD to ACS FIREHOUSE RMS Interface 1 $1,327.31 ONESolution CAD to ZOLL Patient Care Reporting Software Interface 1 $1,809.95 ONESolution Zetron 25 & 26 Station Toning Interface 1 $1,411.76 ONESolution Crime Analysis Plus 1 $1,375.56 ONESolution MCT Client AVL License 1 $8,446.42 ONESolution CAD Client AVL License 13 $3,764.53 ONESolution MCT Client-Digital Dispatch 20 $3,378.27 ONESolution MCT Client-MAPS 20 $482.37 ONESolution MCT Client AVL License 20 $482.37 ONESolution MCT to Zoll Patient Care Reporting Software Interface 1 $1,375.56 ONESolution OpCenter for CAD 1 $4,826.54 ONESolution Map Converter Software 1 $422.31 Total $38,273.32 Product: Product Name Qty 11/01/23 - 10/31/24 ONESolution CAD Console License 8 $10,164.34 ONESolution Computer-Aided Dispatch System 1 $20,186.94 ONESolution CAD Map Display & Map Maintenance Software License 12 $9,121.90 ONESolution Map Converter Software 1 $422.31 ONESolution E911 Interface 1 $1,411.76 ONESolution Alpha Numeric Paging 1 $1,411.76 ONESolution Pagegate Interface 1 $241.30 ONESolution Rip & Run Printing/Faxing 1 $1,411.76 ONESolution Medical ProQA/Paramount Interface 1 $1,809.95 ONESolution CAD to ONESolution CAD Base Interface 1 $1,689.29 ONESolution Mobile Server Software 1 $3,298.63 Neverfail Virtual Enterprise Bundle Up to 5 VMS 1 $5,429.83 ONESolution Freedom Base 1 $2,274.73 ONESolution CAD Console License 5 $5,988.26 ONESolution MCT Client License for Message Switch 5 $227.48 ONESolution CAD Map Display & Map Maintenance Software License 5 $3,582.71 ONESolution CAD Client AVL License 5 $1,706.04 ONESolution Fire ProQA/Paramount Interface 1 $1,421.70 ONESolution Law ProQA/Paramount Interface 1 $1,421.70 ONESolution CAD Map Display & Map Maintenance Software License 1 $1,444.94 Total $74,667.31 Product: Product Name Qty 3/2/24 - 3/1/25 ONESolution Generic CAD Event Export-Law/Fire/EMS 1 $1,653.75 Total $1,653.75 Grand Total $116,417.74 Orange County Emergency Communications, NC DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 2 PAYMENT TERMS: Payment due in full 30 days from date of invoice. RECURRING FEES a. The Annual Access Fee is due: on the Execution Date, and annually thereafter on the anniversary of the Execution Date. b. Commencing one year after Go Live, the “Anniversary Date”, the Annual Software Maintenance Fee will be due for CentralSquare support and maintenance. Thereafter, on the Anniversary Date, Annual Software Maintenance Fees will be due on or before the commencement of the subsequent renewal term. c. ANCILLARY FEES a. Reimbursement of travel and living expenses will be governed by Exhibit 3 (“Travel Expense Guidelines”) attached hereto and will be invoiced monthly in arrears and due within thirty (30) days from date of invoice. b. Customer is responsible for paying all taxes relating to this Agreement upon written approval by Customer. Applicable tax amounts (if any) are not included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice Customer and Customer will pay to CentralSquare all such tax amounts. DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B EXHIBIT 2 Support Standards I. Support Hours: Hours During Which CentralSquare ’s Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted in the Order as to Support Type, support hours are Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer’s Local Time within the continental United States, excluding holidays (“5x9”). II. Targeted Response Times. “Notification” means a communication to CentralSquare ’s help desk by means of: (i) CentralSquare ’s web helpline; or (ii) the placement of a telephone call. III. Support Terms. Beginning on the Execution Date and continuing for twelve (12) months thereafter (“Initial Support Term”), CentralSquare shall provide the ongoing Support Services described herein for the corresponding Fees outlined in Exhibit 1. Upon expiration of the Initial Support Term, ongoing Support Services shall automatically renew, with customer paying for additional annual support periods, each a (“Renewal Support Term”). This renewal will continue until termination of this Agreement provided that, CentralSquare shall not give notice of termination if it would be effective prior to a period equal to two times the Agreement’s Initial Support Term. With respect to CentralSquare ’s support obligations, CentralSquare will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Solution identified in the Order in accordance with the following guidelines with the time period to be measured beginning with the first applicable CentralSquare “Telephone Support” hour occurring after CentralSquare ’s receipt of the Notification: Priority Description Response Goal Resolution Goal Urgent 1 A support issue shall be considered Urgent when it produces a Total System Failure; meaning the Solution is not performing a process that has caused a complete work stoppage. Within 60 minutes of the issue being reported and a resolution planned within 24 hours. Although resolution times vary depending on the exact issue and customer environment, CentralSquare has a stated goal to resolve an urgent issue within 24 hours or provide a resolution plan with urgent issues within 24 hours of being reported. A resolution plan will detail the steps necessary to understand and possibly resolve the issue. Critical 2 A support issue shall be considered Critical when a critical failure in operations occurs; meaning CentralSquare ’s Solution is not performing a critical process and prevents the continuation of basic operations. Critical problems do not have a workaround. This classification does not apply to intermittent problems. Within two hours of the issue being reported and a resolution planned within five (5) days. Non-Critical 3 A support issue shall be considered Non-Critical when a non-critical failure in operations occurs; meaning the Solution is not performing non-critical processes, but the system is still usable for its intended purpose or there is a workaround. Within four hours of the issue being reported. Minor 4 A support issue will be considered Minor when the issue causes minor disruptions in the way tasks are performed, but does not affect workflow or operations. This may include cosmetic issues, general questions, and how to use certain features of the system. Within 24 hours of the issue being reported. Response timing is measured from the moment a Case number is created. As used herein a “Case number” is created when a) CentralSquare ’s support representative has been directly contacted by Customer either by phone, in person, or through CentralSquare ’s online support portal, and b) when CentralSquare ’s support representative assigns a case number and conveys that case number to the Customer. Customer must provide remote access to its facility using a CentralSquare approved remote access Customer so that CentralSquare can perform the support obligations and/or services under this Agreement; and will provide appropriate security access and accounts for CentralSquare staff and each session participant. DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 1 EXHIBIT 3 Travel Expense Guidelines CentralSquare will adhere to the following guidelines when incurring travel expenses: All arrangements for travel are to be made through the CentralSquare Corporate Travel Agent unless other arrangements have been made with the Customer and are documented in writing. AIR TRAVEL – CentralSquare will use the least expensive class of service available with a minimum of seven (7) day, maximum of thirty (30) day, advance purchase. Upon request, CentralSquare shall provide the travel itinerary as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require a receipt for reimbursement. Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips. LODGING –CentralSquare will use the most reasonable accommodations possible, dependent on the city. All movies, and phone/internet charges are not reimbursable. RENTAL CAR – Compact or Intermediate cars will be required unless there are three or more CentralSquare employees sharing the car in which case the use of a full size car is authori zed. Gas is reimbursable however, pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer. CentralSquare shall decline all rental car insurance offered by the car rental agency as staff members will be covered under the CentralSquare auto insurance policy. Fines for traffic violations are not reimbursable expenses. OTHER TRANSPORTATION – CentralSquare staff members are expected to use the most economical means for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee’s personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available electronic mapping service. The mileage rate will be the then-current IRS mileage guideline rate (subject to change with any change in IRS guidelines). OTHER BUSINESS EXPENSES – Parking at the airport is reimbursable. Tolls to and from the airport and while traveling at the Customer site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursabl e. Porter tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day or Company Holiday, and the hotel stay is four nights or more. Laundry charges must be incurred during the trip and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be provided to Customer upon request for all the aforementioned items. MEALS – Standard per Diem. Subject to change due to cost of living. DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 1 EXHIBIT 4 Insurance Requirements CentralSquare shall procure and maintain during the entire period of its performance hereunder, the following coverage and limits of insurance: A. Worker’s Compensation complying with applicable statutory requirements. B. Commercial General Liability insurance with personal injury and property damage limits at a combined single limit of not less than $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. C. Automobile liability of at least $1,000,000.00 D. Professional Liability/Errors and Omissions insurance covering the Contractor and all personnel employed by the Contractor and providing the services hereunder with limits at a combined single limit of not less than $1,000,000.00 per occurrence, and $2,000,000.00 general aggregate. E. Cyber Liability in an amount no less than $1,000,000.00 F. Umbrella/Excess Liability in the amount of $5,000,000.00 CentralSquare will include Customer as an “Additional Insured” on the General Liability, Auto Liability and Umbrella/Excess Liability policies, and if requested by Customer, CentralSquare shall provide Customer with certificates of insurance indicating CentralSquare is covered by insurance as set forth above and a copy of the “Additional Insured” endorsement, establishing such additional insured status . DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 1 October 2013 Attachment B BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”) is made effective the 14th day of March, 2023, by and between Orange County Government through its Orange County Health Department (“Covered Entity”), and CentralSquare Technologies, LLC, (“Business Associate”). Covered Entity and Business Associate may be referred herein individually as a “Party” or collectively as the “Parties”. This Agreement supersedes any previously executed Business Associate Agreement between the Parties. WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Public Law 104-191, as modified by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), Public Law 111-5, known as “the Administrative Simplification provisions,” direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services (“Secretary”) has issued regulations modifying the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from time to time (the “HIPAA Security and Privacy Rule”); and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business Associate may be considered a “Business Associate” of Covered Entity as defined in the HIPAA Security and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred to as the “Service Agreement(s)”); and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties’ continuing obligations under the Service Agreement, compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provision s of this Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect the interests of both Parties. I. DEFINITIONS (a) Service Agreement. Agreement(s) for services affected by this HIPAA Business Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby incorporated by reference, and which shall be taken and considered as a part of this document the same as if fully set out herein: Name of Agreement(s) (b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule, 45 CFR Parts 160 and 164, subparts A and E. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Security and Privacy Rule, as amended, the HIPAA Security and Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule, the provisions of this Agreement shall control. DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 2 October 2013 (c) Electronic Protected Health Information. Protected Health Information that is transmitted by or maintained in Electronic Media (as defined in the HIPAA Security and Privacy Rule). (d) Protected Health Information. “Protected Health Information” shall have the same meaning as the term in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity and includes without limitation “Electronic Protected Health Information.” Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity’s behalf shall be subject to this Agreement. (e) Required by Law. “Required by Law” shall have the same meaning as the term in 45 CFR § 164.103. II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE (a) Use and Disclosure. Business Associate agrees to fully comply with the requirements under the HIPPA Security and Privacy Rule applicable to Business Associates and not to use or disclose Protected Health Information other than as permitted or required by this Agreement, the Service Agreement or as Required by Law. To the extent Business Associate carries out obligations of Covered Entity under the HIPAA Security and Privacy Rule, Business Associate shall comply with the applicable provisions of the HIPAA Security and Privacy Rule as if such use or disclosure were made by Covered Entity. Business Associate agrees to comply with Covered Entity’s policies regarding the minimum necessary use or disclosure of Protected Health Information. (b) Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for by this Service Agreement(s), this Agreement or as Required by Law. This includes the implementation physical, technical and administrative safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreement or Required by Law and reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security and Privacy Rule. The Business Associate shall maintain appropriate documentation of its compliance with the HIPPA Security and Privacy Rule, including, but not limited to, its policies, procedures, records of training and sanctions of members in its workforce. (c) Assurances. Business Associate agrees to provide Covered Entity with written assurances that any Protected Health Information placed on any type of mobile media, including, but by no means limited to, lap top computers, Ipads and mobile phones, is encrypted in accordance with guidance issued by the Secretary. (d) Agents and Subcontractors. Business Associate shall require any agents, including any subcontractors, to whom it provides Protected Health Information from Covered Entity that is created, received, maintained or transmitted on behalf of Business Associate to agree by written contract with Business Associate to the same (or greater) restrictions, conditions and requirements that apply to Business Associate with respect to such information, and to agree to implement reasonable and appropriate safeguards to protect any of such information that is Electronic Protected Health Information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees’ actions or omissions do not cause Business Associate to breach the terms of this Agreement. (e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 3 October 2013 Information by Business Associate in violation of the requirements of this Agreement, as well as to provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity’s breach analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with Covered Entity in the event that Covered Entity determines that any third parties must be notified of a Breach, provided that Business Associate shall not provide any such notification except at the direction of Covered Entity. (f) Breach Reporting. Business Associate shall report in writing to Covered Entity’s Privacy Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of which it becomes aware, without unreasonable delay, and in no event later than ten (10) business days of such discovery. For purposes of this Agreement, “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. Such notification shall contain the elements required by 45 C.F.R. § 164.410. (g) Compliance. To the extent applicable, Business Associate will comply with (i) Covered Entity’s Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to an Individual’s permission to use or disclose his or her Protected Health Information; and (iii) any restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed or is required to agree. (h) Government Access. Business Associate will make its internal practices, books and records available to the Secretary of the Department of Health and Human Services for purposes of d etermining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of the Secretary, will comply with any investigations and compliance reviews, permit access to information, and cooperate with any complaints, as Required by Law. Without unreasonable delay and, in any event, no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered Entity in writing of any request by any governmental entity, or its designee, to review Business assessment of any kind. (i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic Transaction Rule. (j) Audit. Business Associate shall permit Covered Entity, in its discretion, to conduct an audit of Business Associate’s compliance with this Agreement, HIPAA, and HITECH. Such audit may consist of an onsite visit, a series of inquiries that require written responses, or both. Business Associate shall promptly and completely respond to Covered Entity’s requests for information in support of the audit, which shall not be conducted more than once annually except in cases of an actual or reasonably suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or HITECH. Each Party shall bear its own costs associated with the audit. (k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies and Procedures to protect any patient information that may be breached by the Business Associate to the extent applicable under the Federal Trade Commission’s Red Flag Rules. (l) HITECH Compliance. Business Associate shall: A. Not receive, directly or indirectly, any impermissible remuneration in exchange for Protected Health Information or Electronic Protected Health Information, except as permitted by HITECH § 13405(d) or the HIPPA Regulations; DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 4 October 2013 B. Comply with the marketing and other restrictions applicable to Business Associates contained in HITECH § 13406 and the HIPPA Regulations; C. To the extent required under HITECH § 13404, fully comply with the applicable requirements of 45 CFR 164.502(e)(2) for each use and disclosure of Protected Health Information; D. To the extent required under HITECH § 13401, fully comply with 45 CFR §§ 164.308, 164.310, 164.312, and 164.316; E. To the extent required under HITECH §§13401 and 13404, comply with the additional privacy and security requirements that apply to Covered Entities in the same manner and to the same extent as Covered Entity is required to do so; and F. To the extent required under the HIPPA Regulations, comply with the privacy and security requirements that apply to Business Associates. (m) State Privacy Laws. Business Associate shall understand and comply with state privacy laws to the extent that such privacy laws are not preempted by HIPPA or HITECH. III. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE (a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities or services for, or on behalf of, Covered Entity described in the Service Agreement, provided that such use or disclosure would not violate the HIPPA Security and Privacy Rule if it were made by Covered Entity or would not violate the Covered Entities minimum necessary policies. (b) Other Uses of Protected Health Information. Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information within its workforce for the proper management and administration of Business Associate not to include Marketing or Commercial Use and to carry out the legal responsibilities of Business Associate; and (c) Third Party Confidentiality. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that if Business Associate discloses any Protected Health Information to a third party for such purpose, the Business Associate shall enter into a written agreement with such third party requiring the following: A. Disclosure only as Required by Law; or B. Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality, integrity, and or availability of the Protected Health Information has been breached immediately upon becoming aware. (d) Business Associate may provide data aggregation services relating to the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship as permitted by 45 CFR § 164.504(e)(2)(i)(B). (e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business Associate to share Protected Health Information with Business Associate’s affiliates or contractors except DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 5 October 2013 for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s) identified in Section I (a) of this Agreement. (f) Covered Entity Authorization for Additional Uses. Any use of Protected Health Information by Business Associate, its affiliate or Contractor, other than those purposes of this Agreement, shall require express written authorization by the Covered Entity, and a Business Associate Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to, Marketing, as defined by 45 CFR § 164.503 or the sharing for Commercial Use or any purpose construed by Covered Entity as Marketing or Commercial Use, even if such sharing would be permitted by federal or state laws. (g) Business Associate may de-identify Protected Health Information only at the specific direction of and only for the use of Covered Entity. Business Associate may not sell Protected Health Information except at the direction of Covered Entity and in compliance with the requirements of the HIPAA Security and Privacy Rule. IV. AVAILABILITY OF PHI (a) Access to Protected Health Information. Business Associate agrees, in the event the Business Associate maintains protected health information in a Designated Record Set, to make available, within ten (10) days of a request by Covered Entity in a time and manner designated by Covered Entity, Protected Health Information in a Designated Record Set, to Covered Entity or as directed by Covered Entity, to an individual in order to meet the requirements of 45 CFR § 164.524 of the HIPAA Security and Privacy Rule. (b) Amendments to Protected Health Information. In the event that the Business Associate maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make any amendment(s) to Protected Health Information in a designated record set that the Covered Entity directs or agrees to pursuant to the HIPAA Security and Privacy Rule at the request of Covered Entity of an individual, within ten (10) days of receipt of a request from Covered Entity and in the time and manner designated by Covered Entity. (c) Accounting of Disclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures, as required by 45 CFR § 164.528 of the HIPAA Security and Privacy Rule. Business Associate will comply with Covered Entity’s policy regarding accounting of disclosures. (d) Document Disclosures. In the event an Individual makes a request under this Section of the Agreement directly to Business Associate, Business Associate will notify Covered Entity of such request within three (3) business days and shall cooperate with, and act only at the direction of Covered Entity in responding to such request. V. OBLIGATIONS OF COVERED ENTITY (a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy practice that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to that notice. (b) Notice of Changes in Individual’s Access or Protected Health Information. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, is such changes affect Business Associate’s permitted or required uses. DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 6 October 2013 (c) Notice of Restriction in Individual’s Access to Protected Health Information. Covered Entity shall notify Business Associate of any restrictions to the use or disclosure of Protected Health Information that Covered Entity has agreed in accordance with 45 CFR § 164.522 to the extent that such restriction may affect Business Associate’s use of Protected Health Information. VI. PERMISSABLE REQUESTS BY COVERED ENTITY Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy or Security Rule. VII. TERMINATION (a) Term. This Agreement shall be effective as of the date first set forth above and shall terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the termination by Covered Entity for cause as provided herein. (b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately if Covered Entity determines that Business Associate has or will violated any material term of this Agreement. Upon Covered Entity’s knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the violation within the time period specified by Covered Entity. If termination, cure or end of the violation is not feasible, Covered Entity may report the violation to the Secretary. (c) Obligation of Business Associate Upon Termination. At termination of this Agreement, the Service Agreement (or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, Business Associate, shall: A. if feasible, return (in a manner or process approved by the Covered Entity) or destroy all Protected Health Information, regardless of form, including but not limited to paper or electronic format, received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Protected Health Information. This provision shall also apply to Protected Health Information and other confidential information in the possession of sub-contractors or agents of Business Associate. B. If such return or destruction is not feasible, Business Associate shall (i) retain only that Protected Health Information necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) return or destroy the remaining Protected Health Information that the Business Associate still maintains in any form; (iii) extend the protections of this Agreement to the retained Protected Health Information; (iv) limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information not feasible; and (v) return or destroy the retained Protected Health Information when it is no longer needed by Business Associate. (d) Survival. This paragraph shall survive the termination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 7 October 2013 (a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims, losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur by reason of Business Associate’s breach of or failure to perform any its obligations pursuant to this Agreement, including but not limited to any injury or damages arising from any noncompliance with this Agreement or any Security Incident attributable to the negligence of Business Associate, including failure to execute the terms of this Agreement. Further, Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of Business Associate in connection with the defense of such claims. (b) Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement, HIPAA, HITECH, or the HIPAA Regulations will be adequate or satisfactory for Business Associate’s own purposes. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of Protected Health Information. (c) Assistance in Litigation or Administrative Proceedings. Business Associate shall make itself, and any subcontractors, employees, affiliates or agents assisting Business Associate in the performance of its obligations under this Agreement, available to Covered Entity, at no cost to Covered Entity, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against Covered Entity, its directors, officers or employees based upon a claimed violation of HIPAA, HITECH, the HIPAA Regulations, or other laws relating to security and privacy, except where Business Associate or its subcontractor, employee or agent is named adverse party. (d) Survival. The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. (e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the Protected Health Information and Business Associate does not hold and will not acquire by virtue of this Agreement or by virtue of providing goods or services to Covered Entity, any right , title, or interest in or to the PHI or any portion thereof. (f) Right to Injunctive Relief. Business Associate expressly acknowledges and agrees that the breach, or threatened breach, by it of any provision of this Agreement may cause Covered Entity to be irreparably harmed and that Covered Entity may not have an adequate remedy at law. Therefore, Business Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seek injunctive relief to prevent Business Associate from commencing or continuing any action constituting such breach without having to post a bond or other security and without having to prove the inadequacy of any other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other remedy available to Covered Entity at law or in equity. Except as expressly stated herein or in the HIPAA Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. (g) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the HIPSS Regulations. In addition, this Agreement may be amended or modified by the Parties only in writing. (h) Assignment. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 8 October 2013 (i) Independent Contractor. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. (j) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH or the HIPAA Regulations means the section as it currently is in effect or as amended. (k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information that are more restrictive than the provisions of this Agreement, the more restrictive provisions will control. The provisions of this Agreement are intended to establish the minimum requirements regarding Business Associate’s use and disclosure of Protected Health Information. (l) Severability. In the event any part or parts of this Agreement are held to be unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing. For a period of up to (30) thirty days, the parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule, then either party has the right to terminate upon written notice to the other party. (m) Notices and Communications. All instructions, notices, consents, demands, or other communications required or contemplated by this Agreement shall be in writing and shall be delivered to the Party at the address below: For Covered Entity: For Business Associate (n) Strict compliance. No failure by any Party to insist upon strict compliance with any terms or provisions of this Agreement, to exercise any option, to enforce any right, or to seek any remedy upon any default of any other Party shall affect, or constitute a waiver of, any Party’s right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at variance with any provisions of this Agreement shall affect, or constitute a waiver of, any Party’s right to demand strict compliance with all provisions of this Agreement. (o) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by HIPAA and without giving effect to principals of conflicts of law. Jurisdiction shall be Orange County, North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this Agreement and the Service Agreement(s). (p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 9 October 2013 with governmental units. E-Verify is a Federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General Statutes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: By: Title: County Manager By: Title: DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667 Chief Sales officer 6/22/20236/29/2023 DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 10 October 2013 EXHIBIT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with the terms of this Agreement that might be considered a privacy breach, Business Associate should contact the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident (as defined in the Agreement), Business Associate should contact , or the Security Officer at The Orange County Health Department. DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 06/21/2023 MARSH USA, LLC. TWO ALLIANCE CENTER3560 LENOX ROAD, SUITE 2400ATLANTA, GA 30326 CN130114897-EO/C-GAWU-22-23 The Charter Oak Fire Insurance Co. Phoenix Insurance Company Travelers Property Casualty Company Of America Travelers Casualty And Surety Company AIG Specialty Insurance Company 26883 19038 25674 25623 25615 CentralSquare Technologies, LLC 1000 Business Center DriveLake Mary, FL 32746 ATL-005615383-00 0 X X X X H-630-6S758660-COF-22 08/31/2022 08/31/2023 1,000,000 10,000 1,000,000 B X X X BA-6S783539-22-I3-G 08/31/2022 08/31/2023 1,000,000 C X X X CUP-6S801390 08/31/2022 08/31/2023 10,000,000 10,000,000 D N UB-6S783668-22-I3-G10,000 08/31/2022 08/31/2023 1,000,000 1,000,000 1,000,000 E E&O/Cyber 015930626 09/30/2022 08/31/2023 SIR Limit 1,000,000 5,000,000 Orange County, NC, its officers, officials and employees are included as additional insureds where required by written contract with respect to General and Auto Liability. 2,000,000 2,000,000 X A Orange County of Marsh USA LLC P.O. Box 8181 Hillsborough, NC 27278 DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: MARSH USA, LLC. 2 2 CentralSquare Technologies, LLC1000 Business Center DriveLake Mary,FL 32746 25 Certificate of Liability Insurance CN130114897 Atlanta CONTINUED FROM DESCRIPTION SECTION: Excess E&O/Cyber: Carrier: Certain Underwriters at Lloyds, London Policy Number: ACX1045822 Effective Date: 09/30/2022 Expiration Date: 08/31/2023 Limit: $5M x $5M DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667DocuSign Envelope ID: 9C6C31CC-8E4A-48A9-924F-B7DB40383AFFDocusign Envelope ID: 6199413C-B423-8B40-8376-4FF4E9952B1B