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#22-029-NS (Cartegraph System, LLC) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the Coun_ty Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management ""Cfi' (0//1/12- 2. County Attorney Office County Attorney Office RTT ITT* Weizz 4. BCC Office Board of County Commissioners 10 frig/5/ /1//Z/z z 4. Minutes and Records Clerk of Court's Office I0 I14204- 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department Agenda Date Item was OCTOBER 11,2022 Agenda Item Number 16.A.12 Approved by the BCC Type of Document CONTRACT Number of Original 1 Attached Documents Attached PO number or account N/A 22-029-NS CARTEGRAPH number if document is Cartegraph SYSTEM, LLC to be recorded Systems, LLC INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! RECEIVED 8. The document was approved by the BCC on 10/11/2022 and all changes made during, N/A is not the meeting have been incorporated in the attached document. The County tiC T 11 202am option for Attorney's Office has reviewed the changes,if applicable. Oriyij*y this line. 9. Initials of attorney verifying that the attached document is the version approved by the Risk Manageme41A is not BCC,all changes directed by the BCC have been made,and the document is ready for the __ a option for Chairman's signature. i�i'I/i this line. NON-STANDARD AGREEMENT #22-029-NS FOR WORK & ASSET MANAGEMENT SYSTEM SOFTWARE LICENSES AND ANNUAL MAINTENANCE BETWEEN COLLIER COUNTY AND CARTEGRAPH SYSTEMS, LLC EFFECTIVE DATE: OCTOBER 31, 2022 ATTACHMENT/S: CARTEGRAPH SOLUTIONS MASTER AGREEMENT: MA-22-04548 (30-pages) 0 Collier County/8/3/2022 Cartegraph Collier County Cartegraph Solutions Master Agreement Master Agreement: MA-22-04548 Date Prepared: 8/3/2022 Date of Expiration: 12/23/2022 For any questions or assistance, please contact: Chad Walker Account Manager Phone: 563-587-3359 Mobile: +1 5635640441 Email: chadwalker@cartegraph.com Cartegraph Systems LLC 3600 Digital Drive Dubuque, IA 52003-8962 http://www.cartegraph.com Toll Free: (800) 688-2656 Phone: (563) 556-8120 Fax: (563) 556-8149 Page 1 of 30 c11 +4 Collier County/8/3/2022 Master Agreement Cartegraph Systems LLC is pleased to present this Master Agreement for its world-class technology solutions. This Master Agreement is made and entered into between Collier County (hereinafter referred to as "Collier County", or"Customer") and Cartegraph Systems LLC (hereinafter referred to as "Cartegraph"), each referred to as a "Party" or collectively as the "Parties" and is effective when fully executed by both Parties ("Effective Date"). This Master Agreement 1) will exclusively govern Customer's access to and use of Solution Subscriptions and/or Solution Services; 2) is the complete and sole understanding and agreement between Parties, and supersedes any oral or written proposal, agreement, or other communication between the Parties; 3) may only be modified or amended in writing as permitted herein; 4) is governed by the terms and conditions of the Cartegraph Solutions Agreement (Addendum A), unless (i) otherwise set forth herein, or (ii) there is an applicable written Customer Agreement executed by the Parties that directly references this Master Agreement, for the Solutions referenced in this Master Agreement. Any inconsistency between the documents shall be resolved by giving precedence to 1) a Customer Agreement (ADDENDUM F), 2) this Master Agreement, and 3) the Cartegraph Solutions Agreement. The term of this Master Agreement shall begin on the Effective Date and continue until it is terminated as permitted herein. The duration of time specified in the Investment Summary of this Master Agreement shall be the "Initial Term." Subsequently executed Sales Orders under this Agreement may add additional Solution Subscriptions and/or Solution Services to the Initial Term as well as renew the Solution Subscriptions and/or Solution Services for successive periods, each a "Renewal Term." BY EXECUTING OR REFERENCING THIS MASTER AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THEY HAVE REVIEWED THE TERMS AND CONDITIONS SET FORTH HEREIN AND ANY EXHIBITS, AND THE PARTIES AGREE TO BE LEGALLY BOUND BY SUCH AGREEMENT. CUSTOMER ADDRESS: LICENSEE ADDRESS: Collier County Collier County 2885 South Horseshoe Drive 2885 South Horseshoe Drive Naples, Florida Naples, Florida 34104 34104 The following Addendums are attached to this Master Agreement and are incorporated by reference: ADDENDUM A - SOLUTIONS AGREEMENT, COLLIER COUNTY, FLORIDA, MODIFIED 08/03/2022 ADDENDUM B - Not Used ADDENDUM C - SOLUTIONS SUPPORT ADDENDUM D - Not Used ADDENDUM E - CARTEGRAPH OMS EDITIONS ADDENDUM F - ADDITIONAL TERMS AND CONDITIONS TO CARTEGRAPH SOLUTIONS MASTER AGREEMENT (MA-22-04548) 0 Page 2 of 30 r t Collier County/8/3/2022 Investment Summary The following represents the requested Solution Subscriptions and/or Solution Services along with their related durations (Terms). Term 01 - 10/31/2022- 10/30/2023- Subscription No. Product Code Quantity Price 1 OMS Premium OMSPRM 1 USD 64,940.00 TMS-$38,964 Facilities-$25,976 2 Facilities Domain DOM001 1 USD 19,995.00 3 Signal Domain DOM006 1 USD 5,000.00 4 Stormwater Domain DOM007 1 USD 5,000.00 5 Transportation Domain DOM008 1 USD 5,000.00 6 Walkability Domain DOM009 1 USD 5,000.00 7 OMS User OMSUSR 250 USD 46,900.00 TMS Users 8 Systems Integration Subscription SYITSB 1 USD 5,000.00 Facilities Qscend Integration 9 Systems Integration Subscription SYITSB 1 USD 5,000.00 TMS Ascend Integration 10 OMS User OMSUSR 50 USD 0.00 Facilities Internal Requesters 11 Cartegraph Space Management CGSPCM 1 USD 15,000.00 12 FMS User FMSUSR 5 USD 1,250.00 13 OMS User OMSUSR 100 USD 24,000.00 Facilities Users Term 01 -10/31/2022-10/30/2023-Subscription TOTAL: USD 202,085.00 Term 02- 10/31/2023- 10/30/2024- Subscription No. Product Code Quantity Price 1 OMS Premium OMSPRM 1 USD 66,888.20 TMS-$40,132.92 Facilities-$26,755.28 2 Facilities Domain DOM001 1 USD 20,595.00 3 Signal Domain DOM006 1 USD 5,150.00 4 Stormwater Domain DOM007 1 USD 5,150.00 5 Transportation Domain DOM008 1 USD 5,150.00 6 Walkability Domain DOM009 1 USD 5,150.00 7 OMS User OMSUSR 250 USD 48,757.00 TMS Users 8 Systems Integration Subscription SYITSB 1 USD 5,000.00 Facilities Ascend Integration Page 3 of 30 r�0 V Collier County/8/3/2022 No. Product Code Quantity Price 9 Systems Integration Subscription SYITSB 1 USD 5,000.00 TMS Qscend Integration 10 OMS User OMSUSR 50 USD 0.00 Facilities Internal Requesters 11 Cartegraph Space Management CGSPCM 1 USD 15,600.00 12 FMS User FMSUSR 5 USD 1,437.50 13 OMS User OMSUSR 100 USD 24,000.00 Facilities Users Term 02-10/31/2023-10/30/2024-Subscription TOTAL: USD 207,877.70 Term 03- 10/31/2024- 10/30/2025- Subscription No. Product Code Quantity Price 1 OMS Premium OMSPRM 1 USD 68,894.85 TMS-$41,336.91 Facilities-$27,557.94 2 Facilities Domain DOM001 1 USD 21,213.00 3 Signal Domain DOM006 1 USD 5,304.50 4 Stormwater Domain DOM007 1 USD 5,304.50 5 Transportation Domain DOM008 1 USD 5,304.50 6 Walkability Domain DOM009 1 USD 5,304.50 7 OMS User OMSUSR 250 USD 50,670.00 TMS Users 8 Systems Integration Subscription SYITSB 1 USD 5,000.00 Facilities Qscend Integration 9 Systems Integration Subscription SYITSB 1 USD 5,000.00 TMS Qscend Integration 10 OMS User OMSUSR 50 USD 0.00 Facilities Internal Requesters 11 Cartegraph Space Management CGSPCM 1 USD 16,200.00 12 FMS User FMSUSR 5 USD 1,465.65 13 OMS User OMSUSR 100 USD 24,000.00 Facilities Users Term 03-10/31/2024-10/30/2025-Subscription TOTAL: USD 213,661.50 Term 04- 10/31/2025- 10/30/2026- Subscription No. Product Code Quantity Price 1 OMS Premium OMSPRM 1 USD 70,901.50 TMS-$42,540.90 Facilities-$28,360.60 2 Facilities Domain DOM001 1 USD 21,849.39 3 Signal Domain DOM006 1 USD 5,463.63 4 Stormwater Domain DOM007 1 USD 5,463.64 5 Transportation Domain DOM008 1 USD 5,463.64 Page 4 of 30 r�0 V Collier County/8/3/2022 No. Product Code Quantity Price 6 Walkability Domain DOM009 1 USD 5,463.64 7 OMS User OMSUSR 250 USD 52,190.10 TMS Users 8 Systems Integration Subscription SYITSB 1 USD 5,000.00 Facilities Qscend Integration 9 Systems Integration Subscription SYITSB 1 USD 5,000.00 TMS Qscend Integration 10 OMS User OMSUSR 50 USD 0.00 Facilities Internal Requesters 11 Cartegraph Space Management CGSPCM 1 USD 16,836.00 12 FMS User FMSUSR 5 USD 1,500.00 13 OMS User OMSUSR 100 USD 24,000.00 Facilities Users Term 04-10/31/2025-10/30/2026-Subscription TOTAL: USD 219,131.54 Term 05- 10/31/2026- 10/30/2027- Subscription _ No. Product Code Quantity Price 1 OMS Premium OMSPRM 1 USD 73,028.50 TMS-$46,817.10 Facilities-$29,211.40 2 Facilities Domain DOM001 1 USD 22,504.87 3 Signal Domain DOM006 1 USD 5,627.54 4 Stormwater Domain DOM007 1 USD 5,627.55 5 Transportation Domain DOM008 1 USD 5,627.55 6 Walkability Domain DOM009 1 USD 5,627.55 7 OMS User OMSUSR 250 USD 53,755.80 TMS Users 8 Systems Integration Subscription SYITSB 1 USD 5,000.00 Facilities Qscend Integration 9 Systems Integration Subscription SYITSB 1 USD 5,000.00 TMS Qscend Integration 10 OMS User OMSUSR 50 USD 0.00 Facilities Internal Requesters 11 Cartegraph Space Management CGSPCM 1 USD 17,491.00 12 FMS User FMSUSR 5 USD 1,530.00 13 OMS User OMSUSR 100 USD 24,000.00 Facilities Users Term 05-10/31/2026-10/30/2027-Subscription TOTAL: USD 224,820.36 Summary By Term - Includes Services & Subscriptions Total Term 1 USD 202,085.00 Total Term 2 USD 207,877.70 Page 5 of 30 G40 Collier County/8/3/2022 Total Term 3 USD 213,661.50 Total Term 4 USD 219,131.54 Total Term 5 USD 224,820.36 Page 6 of 30 CAb Collier County/8/3/2022 Investment Notes: • Any Customer Purchase Order, Contract, and/or Agreement must reference Cartegraph Master Agreement: MA-22-04548. • Purchasing the Solutions presented herein through any alternative procurement method will require a revised price proposal which may include an associated price adjustment. • Prices may include discounts, concessions, or incentives that are only applicable to this transaction and should not be assumed for future purchases. • Prices do not include any taxes that may apply at the time of invoicing. If applicable, any such taxes are the responsibility of Customer and will appear on the respective invoice. • Prices do not include any applicable Esri ArcGIS licenses. • Prices are in U.S. Dollars ($USD). • Prices for the Initial Term are valid only if this Master Agreement is executed by 12/23/2022. • The preprinted terms of a purchase order or any other similar document will not apply to or modify this Master Agreement or any other mutually agreed upon autorenewal thereof. • If Customer wishes to purchase additional Cloud Storage; it will be available to the Customer in increments of 1TB increments for $2,500.00 annually at any time during the current five year term. • Each additional Cartegraph Named User can be added to the subscription for $100 annually at any time during the current five year term. • The Cartegraph Cloud Shared Hosting Subscription includes upon Customer's request an annual SQL database backup file (.bak) that will be delivered via the Customer's secured FTP site. If further copies are required, Cartegraph will provide a copy of the production database backup for a $200 fee at the Customer's request during the current five year term. • During the current five year term, Cartegraph will restore the OMS database backup file on the County's licensed Cartegraph Test environment, up to a maximum of (3) times per contract year. Page 7 of 30 �0 Collier County/8/3/2022 Payment In consideration for the Solutions provided by Cartegraph to Customer, Customer agrees to pay Cartegraph the Fees as described below: DELIVERY Upon execution of this Master Agreement, Cartegraph will provide the Solution Subscriptions and/or Solution Services as detailed in the Investment Summary. SOLUTION SUBSCRIPTION INVOICING Customer shall be provided with the ability to access and use the Solution Subscriptions upon execution of this Master Agreement. The payment for the initial term is due upon execution of the Master Agreement. Payment for any subsequent renewal terms will be due in annual installments as specified herein and prior to the anniversary of the initial term in the amount(s) that follow: • Term 1: $202,085.00 • Term 2: $207,877.70 • Term 3: $213,661.50 • Term 4: $219,131.54 • Term 5: $224,820.36 PAYMENT • All payments are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla. Stat.. • All payments are to be in U.S. Dollars ($USD). • For customers within the United States, any applicable taxes required at the time of invoice will be determined based on the laws and regulations of the taxing authority(s) governing the "Customer Address" identified herein. • Collier County, Florida as a political subdivision of the State of Florida, is exempt form the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-1. ' Page 8 of 30 C comer uounty i aieizuzz IN WITNESS WHEREOF,the Parties hereto, have each,respectively,by an authorized person or agent, have executed this Agreement on the date and year first written above. BY SIGNING BELOW,EACH PARTY AGREES THAT I)ITS SIGNATORY HAS THE AUTHORITY TO BIND THEIR PARTY TO THIS OBLIGATION,AND 2)THAT ALL USE AND ACCESS TO THE SOLUTION SUBSCRIPTION AND/OR SOLUTION SERVICES DESCRIBED HEREIN SHALL BE GOVERNED BY THE TERMS AND CONDITIONS IN THE FOLLOWING ORDER OF PRECEDENCE A)A CUSTOMER AGREEMENT(ADDENDUM F),B)THIS MASTER AGREEMENT AND ALL AGREEMENTS AND ADDENDUMS SPECIFICALLY REFERENCED HEREIN,AND C)THE CARTEGRAPH SOLUTIONS AGREEMENT. ATTEST: Crystal K,Kinzel,Clerk of Circuit Court BOARD OF Cr"; • i ' SSIONERS and Comptroller COL 0) yf�' ORIDA Alto Y: Dated:OcktMex WI / AM L. MCDANIEL JR., Chairman ..�� (SEAL)Aitest as to ammo Signature onty. f Contractor's Witnesses: CONTRACTOR: A ` Cartegraph tern L (0)(2c-kThc,-kii*,mtN, c By: First Witnessf Signattie C j,�_�,_i —�h ►'� me e rz- Cf(1, Type/print witness name Type/print signature and title \-a)1rx� � .er azZ Second Wirt 3( Z f Date Il7cry� � d0 r.)-ria i< Type/print witness name Ap llor and Lzliti County Attorney b Ili T !To► ok° Print Name J- . \.4.642- 64) o Page 9 of 30 t^1Ir ADDENDUM A: SOLUTIONS AGREEMENT Collier County, Florida, Last Modified: 08/03/2022 This Cartegraph Solutions Agreement("Agreement") is a contract between Cartegraph Systems LLC, a Delaware corporation, having its principal place of business at 3600 Digital Drive, Dubuque, Iowa 52003 ("Cartegraph") and you, or if you represent an entity or other organization, that entity or organization, (in either case, the"Customer"). Cartegraph and Customer may be referred to in this Agreement collectively as the "parties"or individually as a"party." Cartegraph provides certain hosted operations management and asset management solutions(the "Cartegraph Solutions"or"Solutions"). Customer desires to purchase a subscription to access and use certain of the Cartegraph Solutions for Customer's own internal use and operations. This Agreement sets forth the terms and conditions under which Cartegraph will agree to provide Customer with a subscription to access and use those Solutions specified in written Purchase Agreements referencing this Agreement entered into by Cartegraph and Customer(each, a"Purchase Agreement")and perform those services specified in each Purchase Agreement(the services provided by Cartegraph under this Agreement, including the services made available through the Solutions, the"Services"). If this Solutions Agreement is executed pursuant to a Master Agreement, then subsequent Solutions and Services will be quoted in a Sales Order rather than a Purchase Order. All access to and use of the Solutions and the performance of all Services are subject to the terms of this Agreement. This Agreement includes any Purchase Agreement entered into by the parties referencing this Agreement and any written Addendum attached to a Purchase Agreement, including descriptions of any Solutions or Services(each, an "Addendum"), all of which are hereby incorporated into and made a part of this Agreement. Unless you later enter into any other Agreement with Cartegraph regarding the Solutions and Services, this Agreement is the complete and exclusive statement of the agreement between the parties and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties, in relation to the subject matter of this Agreement. Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English (US) meaning. BY ACCESSING CARTEGRAPH SOLUTION OR EXECUTING THE AGREEMENT, THE PARTIES ACKNOWLEDGE THAT EACH HAS REVIEWED THE TERMS AND CONDITIONS HEREIN AND AGREE TO BE LEGALLY BOUND. 1.TERM. The term of this Agreement shall begin upon the execution of an initial Purchase Agreement under this Agreement and, unless earlier terminated as permitted herein, shall continue for the period of time specified in that Purchase Agreement("Initial Term"). The execution of any subsequently added Purchase Agreement under this Agreement shall not extend the Initial Term unless otherwise expressly stated in that Purchase Agreement. Unless otherwise stated in an applicable Purchase Agreement under this Agreement, the Initial Term of this Agreement shall automatically renew for successive additional 1 year renewal periods (each, a "Renewal Term") unless either party provides the other party with written notice of its intent not to renew this Agreement at least 60 days before the end of the Initial Term or any such Renewal Term. 2. SOLUTIONS. 2.1 FUNCTIONALITY. The Solutions will include the functionality described in the applicable Purchase Agreement or Addendum for each Solution. Cartegraph may from time to time update, change, or revise the functionality of the Solutions, 'C5 Page 10 of 30 �,� provided the functionality of the Solutions is not materially decreased from that described in the applicable Purchase Agreement or Addendum to a Purchase Agreement. 2.2 SUBSCRIPTION. Subject to the terms and conditions of this Agreement, during the term of this Agreement Cartegraph will provide Customer with a non-exclusive, non-transferable, and non-sublicensable subscription to allow employees and independent contractors of Customer('Users")to access and use the Solutions, solely for purposes of Customer's own internal use and operations. If Customer has purchased a per-user subscription, as indicated in the applicable Purchase Agreement, only the finite number of subscriptions indicated in each applicable Purchase Agreement have been purchased by Customer and only that finite number of Users may access and use the Solutions at any given time. If Customer has purchased an unlimited subscription, as indicated in the applicable Purchase Agreement, all Users associated with Customer are permitted to access and use the Solutions at any given time. In either case, the subscription applies only to the Users and does not allow access to or use of the Solutions by any affiliated entities or organizations, or any other entity unless approved in advance by Cartegraph in writing. 2.3 ACCESS. Customer may access the Solutions solely through the account established for Customer(an"Account"). Customer will be permitted to establish user identifications and passwords through which individual Users may access the Solutions through Customer's Account("User IDs"). Each User ID is issued to a specific User and may be used only by that User. Customer will ensure that all information about each User provided to Cartegraph in connection with establishing each User ID is accurate and complete and will maintain that information as accurate and complete throughout the term of this Agreement. Customer is and will remain solely responsible for all use of the Solutions by any User and for compliance by each User with the applicable terms of this Agreement. If Customer authorizes an independent contractor or consultant as a User, in addition to being responsible for such independent contractor's or consultant's actions as a User, Customer shall also require such independent contractor or consultant to agree to terms at least as protective of the Solutions as those contained in this Agreement prior to being granted access to the Solutions. Customer will ensure the security and confidentiality of each User ID and will use commercially reasonable efforts to prevent unauthorized access to or use of the Solutions. Customer will notify Cartegraph promptly of any such unauthorized access or use of the Solutions or if any User ID is lost, stolen, or otherwise compromised. Customer acknowledges that Customer is and will remain fully responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Solutions through Customer's Account or by any User(whether lawful or unlawful) and that any Services used or transactions facilitated through Customer's Account or under any User ID will be deemed to have been completed by Customer. In no event will Cartegraph be liable for the foregoing obligations or any failure by Customer to fulfill such obligations. 2.4 RESTRICTIONS. The Solutions, the software, hardware, databases, and other technology used by or on behalf of Cartegraph to provide the Solutions (the"Cartegraph Technology"), and their structure, organization, and underlying data, information, and source code, constitute valuable trade secrets of Cartegraph and its licensors. As a condition to the use of and access to the Solutions, Customer will not, and will not permit any User or other third party to: (a)access or use the Solutions except as expressly permitted by this Agreement; (b)access or use the Cartegraph Technology directly, except through the Solutions as expressly provided in this Agreement; (c) use the Solutions in any unlawful or illegal manner or in any other manner that could damage, disable, overburden or impair the Cartegraph Technology; (d) use automated scripts to collect information from or otherwise interact with the Cartegraph Technology; (e)alter, modify, reproduce, create derivative works of the Cartegraph Technology; (f)distribute, sell, resell, lend, loan, lease, license, sublicense, transfer, or otherwise make available the Solutions or any of Customer's rights to access or use the Solutions or any Service to any third party; (g) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Cartegraph Technology; (h) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Cartegraph Technology; (i) use the Cartegraph Technology for purposes of monitoring their availability, performance or functionality, or for any other benchmarking, business intelligence, data mining, or Page 11 of 30 ()1'O competitive purposes; or(j) interfere in any manner with the operation or hosting of the Cartegraph Technology. 2.5 THIRD PARTY OFFERINGS. Customer agrees and acknowledges that certain portions of the Solutions may be provided by third-party providers ("Third-Party Offerings"). Customer's access to and use of any Third-Party Offering is also subject to any other agreement separate from this Agreement that Customer may enter into(or may have entered into) relating to those Third-Party Offerings("Third Party Terms"). In addition to the terms of this Agreement, access to and use of each Third-Party Offerings is also subject to the terms and conditions of any Third-Party Terms applicable to that Third-Party Offering. Except as set forth in this Agreement, any applicable Third- Party Terms will control in the event of a conflict between the terms of this Agreement and those Third-Party Terms. Except as expressly set forth in any Third-Party Terms, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third Party Offerings. 3. SERVICES. If Customer enters into a Purchase Agreement, including any applicable Addendum specifying any of the following Services, Cartegraph will use commercially reasonable efforts to provide those Services to Customer during the term of this Agreement. All such Services are provided subject to the terms and conditions of this Agreement. Cartegraph has no obligation to provide any of the following Services unless specified in a Purchase Agreement or Addendum to this Agreement. 3.1 ON-SITE INSTALLATION SERVICES. Cartegraph will provide Customer with deployment and installation Services for the Solutions if indicated in a Purchase Agreement("On-Site Installation Services"). On-Site Installation Services will be subject to scheduling in cooperation with Customer. Customer will provide all equipment and hardware stated in such Purchase Agreement, and any additional equipment and hardware reasonably necessary for the operation of the Solutions. Customer shall be responsible for maintaining the equipment and hardware,which shall include providing sufficient resources(e.g., electricity, HVAC, or other resources) necessary for the equipment and hardware to properly operate. Cartegraph's warranties and indemnification obligations contained in this Agreement shall be limited to the extent that such obligation arises from Customer's equipment and hardware. Customer shall coordinate with Cartegraph to provide Cartegraph with the level of access to the equipment and hardware to perform On-Site Installation Services and any other Services as specified in a Purchase Agreement. If no level of access is specified in a Purchase Agreement, then all access by Cartegraph to the equipment and hardware shall be remote access. Unless otherwise specified in a Purchase Agreement, Cartegraph shall have no obligation to perform the On-Site Installation Services, or any other Services, on Customer's premises. If Cartegraph determines that it is necessary to perform any Services on Customer's premises, Cartegraph shall first receive approval from Customer prior to performing such Services on Customer's premises. Cartegraph shall have no responsibility to Customer for any liability to the extent that such liability arises from Customer's failure to provide Cartegraph sufficient or timely access to the equipment or hardware. Customer understands that Customer does not receive any rights to the Cartegraph Technology separate and apart from Customer's right to access the Solutions installed on-site by Cartegraph as described in this Agreement. If Customer requires additional rights to access the Solutions, Customer shall obtain Cartegraph's prior written consent. Upon termination or expiration of this Agreement, Customer will immediately either return to Cartegraph or, at Cartegraph's discretion, destroy any Cartegraph Technology then in Customer's possession or control and certify in writing signed by an officer of Customer that it has fully complied with the foregoing obligations. 3.2 SUPPORT SERVICES. Cartegraph will provide Customer with support Services for the Solutions as specified in Addendum A if such Addendum is attached to a Purchase Agreement("Support Services"). 3.3 FIELD SERVICES. O Page 12 of 30 ct' Cartegraph will provide Customer with the field implementation Services for the Solutions as specified in Addendum B if such Addendum is attached to a Purchase Agreement("Field Services"). Field Services will be subject to scheduling in cooperation with Customer. 3.4 DATA SERVICES. Cartegraph will provide Customer with the data collection Services for the Solutions as specified in Addendum C if such Addendum is attached to a Purchase Agreement("Data Services"). Data Services will be subject to scheduling in cooperation with Customer. 3.5 PROFESSIONAL SERVICES. Cartegraph will perform any additional professional Services relating to the Solutions ("Professional Services") if specified in any written statement of work mutually agreed to by both parties under this Agreement. Cartegraph will perform all Professional Services at the rates for those Professional Services set forth in each applicable statement of work, or, if no rates are set forth in an applicable statement of work, at Cartegraph's then-current rates for those Professional Services. Professional Services shall be performed during the working hours stated in the statement of work applicable to those Professional Services, or, if no working hours are stated, the Professional Services will be provided during the hours of 7:00 a.m. to 7:00 p.m., Central Standard or Central Daylight Time, whichever is applicable, Monday through Friday excluding holidays. 4.SOFTWARE. Cartegraph may provide Customer with software in connection with the Solutions("Software"). Unless any Software provided by Cartegraph in connection with the Solutions is subject to a license or other agreement separate from this Agreement that Customer has entered into(or may enter into)with Cartegraph (a "Software License Agreement"), Cartegraph grants Customer a limited, non-exclusive, non-transferrable, non-assignable, license solely to install and execute the Software in accordance with the instructions provided by Cartegraph for Customer's own internal use and operations in connection with Customer's access to and use of the Solutions. Except as expressly set forth in the foregoing sentence(or any applicable Software License Agreement), Customer is granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software, and Customer may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, transfer, sell, distribute, or in any way exploit any Software without the prior written permission of Cartegraph. Except as set forth in this Agreement, the terms of any Software License Agreement will control in the event of a conflict between the terms of this Agreement and that Software License Agreement. Customer agrees that use of the Software is limited as described in the Purchase Agreement, as either: (1) Browser Based User—Each browser-based User is defined by User ID; or For Server Software—One copy of Software for each server. Customer agrees that Cartegraph may audit Customer's Software usage remotely or on-site upon reasonable notice and during standard business hours. Prevention of audit by Customer may be grounds for termination of this Agreement. Cartegraph and its licensors will not be responsible to Customer for loss of use of any Software or for any other liabilities arising from alterations, additions, adjustments, or repairs which are made to any Software by Customer or other third parties. Cartegraph reserves the right to terminate the licenses granted to any Software or any Services provided in connection with that Software upon written notice to Customer if any such alteration, addition, adjustment, or repair adversely affects Cartegraph's ability to render Services. 5. FEES AND PAYMENT. 5.1 FEES. Customer agrees to pay Cartegraph all fees specified in any Purchase Agreement and as otherwise specified in this Agreement("Fees"). 5.2 PAYMENT. All Fees will be invoiced in advance in accordance with the terms applicable to such Fees. If no terms for an applicable Fee are set forth in the applicable Purchase Agreement, such Fees will be invoiced on a monthly basis following the end of the month in which they were incurred. All Fees as set forth on each invoice issued by Cartegraph under this Agreement will be due and payable by Customer in immediately available U.S. Page 13 of 30 �© c funds within 30 days of the date of invoice. If Customer has not made payment within 30 days of the date of invoice, Customer shall be in default. Customer's default will constitute sufficient cause for Cartegraph to suspend Customer's access to the Solutions or any Services upon notice to Customer. All Fees will be non- refundable once paid to Cartegraph (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1'/2% per month or the maximum amount permitted under applicable law. If Cartegraph requires use of collection agencies, attorneys, or courts of law for collection on Customer's account, Customer will be responsible for those expenses. Customer will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement. 5.3 TAXES. The Fees do not include any local, state, provincial, federal or foreign taxes, levies, assessments, duties, or other governmental charges of any kind or nature, including, without limitation, any value-added tax(VAT), stamp or other similar tax, social security (or local equivalent), state or regional tax, or income or other federal tax("Taxes"). Customer is responsible for paying all Taxes that may be imposed by way of the performance of either party under this Agreement, excluding only Taxes based on Cartegraph's net income. If Cartegraph is found or deemed to have a legal obligation to pay or collect any Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Cartegraph with a valid tax exemption certificate authorized by the appropriate taxing authority. 5.4 FEE INCREASES. Cartegraph may increase the Fees applicable to Customer to the then-current prices for the next Renewal Term by providing notice of such increase at least 60 days before the beginning of such Renewal Term. If after receiving such notice Customer wishes not to renew the Agreement for the next Renewal Term, Customer must provide written notice to Cartegraph of Customer's intent not to renew this Agreement at least 60 days before the end of the Initial Term or any such Renewal Term. 5.5 EXPENSES. Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based on actual costs incurred. Estimated expenses shall be included in each Purchase Agreement. Cartegraph shall not exceed the estimated expenses without written approval from Customer. 6.TERMINATION. 6.1 TERMINATION FOR CAUSE. Either party may terminate this Agreement immediately upon notice to the other party if the other party: (a) materially breaches this Agreement and fails to remedy such breach within 30 days after receiving notice of the breach from the other party; (b) materially breaches this Agreement in a manner that cannot be remedied; or(c)commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets, or ceases to operate in the ordinary course of business. 6.2 SERVICE DISCONTINUANCE. If Cartegraph at any time discontinues offering any Solutions or any Services to new customers, Cartegraph will give Customer reasonable advance notice of such discontinuation. Upon such date of discontinuation, Cartegraph will have the right to terminate this Agreement as to those Solutions or Services upon notice to Customer. As of the date of termination, Cartegraph will credit to Customer, on a pro-rated basis, any pre- paid Fees under this Agreement and Cartegraph shall have no further obligation to provide the Solutions or any Service under this Agreement. Customer shall have the right to receive Customer Data files within thirty (30)days of termination of any hosting on the condition that Customer has paid all outstanding invoices owed to Cartegraph. 6.3 SUSPENSION. Without limiting Cartegraph's right to terminate this Agreement, Cartegraph may suspend Customer's access to the Solutions or any Services upon notice to Customer following any breach of this Agreement if deemed Page 14 of 30 Is G reasonably necessary by Cartegraph to prevent any damage, injury, or harm to Cartegraph, the Cartegraph Technology, any other Cartegraph customer, or any third party. 6.4 EFFECT OF TERMINATION. All Purchase Agreements shall terminate immediately upon termination of this Agreement. Upon termination or expiration of this Agreement for any reason, and following any applicable Transition Period: (a)Cartegraph may cease providing access to all Solutions and Services under this Agreement; (b)all subscriptions and other rights and licenses granted to Customer under this Agreement will terminate; (c)Customer will immediately cease all use of and access to all Solutions and Services; (d)all Fees and other amounts then owed by Customer under this Agreement will become immediately due and payable to Cartegraph; (e) Customer will immediately either return to Cartegraph or, at Cartegraph's discretion, destroy any Cartegraph Data and Cartegraph Confidential Information (each as defined below)then in Customer's possession or control; and (f)Cartegraph will either return to Customer or, at Customer's discretion, destroy any Customer Data and Customer Confidential Information)then in Cartegraph's possession or control. Customer shall have the right to receive Customer Data files within thirty(30) days of termination of any hosting on the condition that Customer has paid all outstanding invoices owed to Cartegraph. The following Sections will survive termination or expiration of this Agreement for any reason: 5 (Fees and Payment), 6.4(Effect of Termination), 7 (Ownership), 10(Disclaimer), 11 (Indemnification), 12 (Limitation on Liability), 14 (Confidentiality), 15 (Governing Law), 16(Non-Solicitation), 17 (Force Majeure), 18 (Notice), and 19 (Additional Terms). 6.5 TRANSITION SERVICES. Except in the case of a termination under Section 6.1 by Cartegraph, at any time prior to the effective date of any termination or expiration of this Agreement, Customer may request that Cartegraph continue to provide Customer with any Services then provided under this Agreement for purposes of transitioning and migrating Customer off of the Solutions("Transition Services"). Upon such request, the parties will develop a mutually agreed to transition plan describing the Transition Services and each parry's respective obligations in connection with the transition and migration of Customer off of the Solutions ("Transition Plan"). Cartegraph will provide the Transition Services for the period agreed to in the Transition Plan, such period not to exceed 180 days following termination or expiration of this Agreement(the"Transition Period"). Customer will compensate Cartegraph for all Transition Services at rates specified in the Transition Plan or, if no rates are agreed upon by the parties prior to the performance of the Transition Services, at Cartegraph's then current rates for the Services. All Transition Services will otherwise be subject to the terms of this Agreement. 7. OWNERSHIP. Cartegraph retains all right, title, and interest in and to the Solutions, Cartegraph Technology, Cartegraph Data, any additions, improvements, updates, new versions, or other modifications thereto created by either party,whether or not through the Services, alone,jointly, or with any third party, and all IPR(as defined below)therein and related thereto. Customer does not receive any ownership interest in or to any of the foregoing, and no right or license is granted to Customer to use any of the foregoing apart from Customer's right to access and use the Solutions under this Agreement. Customer will perform all acts reasonably necessary to assist Cartegraph in perfecting and defending Cartegraph's ownership interest in any of the foregoing. Without limiting the foregoing, Customer agrees to and does hereby make all assignments necessary to provide Cartegraph with the ownership rights set forth in this Section. All names and logos associated with the Solutions and other Services are trademarks of Cartegraph (or its third-party providers) and no right or license is granted to Customer to use them. Any rights not expressly granted to Customer hereunder are reserved by Cartegraph. Customer will not remove or alter any proprietary rights legend on the Solutions, Cartegraph Technology, or Cartegraph Data. For purposes of this Agreement, "IPR" means any and all intellectual property and other proprietary rights throughout the world, including, all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, rights in data and databases, and contract rights. 8. DATA. 8.1 CUSTOMER DATA. Page 15 of 30 ,0 As between Customer and Cartegraph, Customer retains ownership of all data, information, and other content provided to Cartegraph or through the Solutions by or on behalf of Customer("Customer Data"). Customer is responsible for all Customer Data, including the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. Customer will obtain and maintain all authorizations, approvals, permissions, and other rights necessary for Cartegraph to use and process all Customer Data in the performance of the Services and any other obligations of Cartegraph under this Agreement. Customer will maintain an adequate back-up of all Customer Data and, except for any express obligations of Cartegraph to maintain back-up copies of Customer Data, Cartegraph will not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Customer Data. Cartegraph shall perform a full back-up of data files on a daily basis. The daily full back up will be retained for(14)fourteen days and then deleted unless Customer contracts for additional days. 8.2 CARTEGRAPH DATA. As between Cartegraph and Customer, Cartegraph retains ownership of all data, information, and other content provided to Customer through the Solutions and the other Services, excluding any Customer Data ("Customer Data"). Subject to the terms of this Agreement, Customer may access the Cartegraph Data without modification solely for Customer's own internal business purposes in connection with Customer's use of and access to the Solutions. Cartegraph uses commercially reasonable measures to ensure the accuracy and reliability of all Cartegraph Data, but except as expressly provided herein Cartegraph will not be responsible for any erroneous data, information, or content provided through the Solutions. Except as expressly provided in this Agreement, Customer is granted no rights in or to the Cartegraph Data. 8.3 DATA SECURITY. Cartegraph shall establish and maintain during the term an information security policy providing for reasonable administrative, technical, physical safeguards and security measures designed to protect against the unintended or unauthorized destruction, loss, alteration, or access of any Customer Data in the possession or control of Cartegraph, which safeguards and measures are compliant with applicable federal, state, provincial, or local laws, rules, and regulations("Laws"). Customer will establish and maintain during the term reasonable and appropriate administrative, technical, and physical safeguards and security measures designed to protect against the unintended or unauthorized destruction, loss, alteration, or access of any Cartegraph Data in the possession or control of Customer, which safeguards and measures are consistent with applicable Laws. Each party will promptly notify the other party of any data security breach or similar incident that has, or might have, compromised the privacy or security of any Customer Data or, in the case of Customer, any Cartegraph Data in the possession or control of such party. Each party will indemnify and hold harmless the other party from and against any damages or losses asserted against or incurred by the other party arising out of or related to a breach of a party's data security obligations. 8.4 DATA PRIVACY. Cartegraph may use and disclose data and information collected through the operation of the Solutions solely as described in this Agreement and in Cartegraph's then-current privacy policy applicable to the Solutions. Notwithstanding anything to the contrary in the privacy policy, Cartegraph will have the right to collect and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) resulting from Customer's access to and use of the Solutions. To the extent any such non- personal information is collected or generated by Cartegraph, the data and information may be used by Cartegraph, or its permitted service providers, for any lawful business purpose, provided that the data and information is used only in an aggregated form, without directly identifying Customer, or any other User, as the source thereof. 9. REPRESENTATIONS AND WARRANTIES. 9.1 GENERAL. Each party represents, warrants, and covenants to the other party that: (a) it has and will continue to have during the term hereof, all rights, power, and authority necessary to enter into this Agreement and perform all of its obligations under this Agreement; (b)the performance of its obligations under this Agreement does not and will not violate any Law applicable to such party's performance, any rights of any third party, or any Page 16 of 30 �,0 agreement by which such party is bound; and (c) it will procure all rights, certificates, licenses, permits, or other approvals required for its performance under this Agreement. 9.2 PERFORMANCE. During the term of this Agreement, Cartegraph represents and warrants to Customer that Cartegraph will use commercially reasonable efforts to maintain and verify that the Solutions operate in accordance with the applicable documentation for the Solutions provided to Customer by Cartegraph and in accordance with any other levels of performance specified in this Agreement or applicable Purchase Agreement. Cartegraph's sole obligation and Customer's sole and exclusive remedy in the event of any failure of the Solutions to comply with any such performance levels will be for Cartegraph to, at its option: (a) remedy the failure or re- perform the affected Services; or(b) refund Customer the portion of any Fees applicable to the portion of the Solutions subject to the failure. 9.3 NON-INFRINGEMENT. Cartegraph represents and warrants to Customer that the use by Customer of the Solutions during the term and in accordance with this Agreement(the"Covered Services")will not infringe any third party U.S. patent or copyright or misappropriate any third party trade secret in existence under any Laws of any state within the U.S. As Cartegraph's sole obligation and Customer's sole and exclusive remedy for of any failure by Cartegraph to comply with the foregoing sentence, Cartegraph will defend Customer against any such failure as set forth in Section 11.2. 10. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOLUTIONS AND ALL SERVICES UNDER THIS AGREEMENT, AND ALL CARTEGRAPH DATA PROVIDED THROUGH THE SOLUTIONS OR THOSE SERVICES, ARE PROVIDED TO CUSTOMER STRICTLY"AS IS" AND"AS AVAILABLE"AND CARTEGRAPH AND ITS PROVIDERS EXPRESSLY DISCLAIM, AND CUSTOMER DISCLAIMS ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD THERETO OR TO ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CARTEGRAPH, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. 11. INDEMNIFICATION. 11.1 GENERAL. Each party (the"Indemnifying Party")will defend the other party and its officers, directors, employees, and agents(its"Related Parties")from and against any claim, allegation or action (any"Action") brought against the other party or one of its Related Parties by a third party (other than by the other party itself or another of its Related Parties)to the extent relating to, resulting from, or arising out of the gross negligence or willful misconduct of the Indemnifying Party in the performance(or failure to perform) any of its obligations under this Agreement. The Indemnifying Party will further pay those losses, liabilities, damages, fees, expenses, and costs(including reasonable attorneys'fees and court costs) ("Losses")finally awarded against the other party or one of its Related Parties in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. 11.2 NON-INFRINGEMENT. Cartegraph will defend Customer from and against any Action brought against Customer by a third party (other than a Customer Related Party)that the use by Customer of the Covered Services infringes any U.S. patent, or copyright or misappropriates any trade secret in existence under any Laws of any state within the U.S. Cartegraph will pay those Losses finally awarded against Customer in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. If Customer is, or Cartegraph reasonably believes Customer may be, enjoined from using any Covered Service due to an Action covered by this Page 17 of 30 0 Section, Cartegraph may procure the right for Customer to continue using the Covered Service, replace or modify the Covered Service so that it becomes non-infringing, or terminate this Agreement and provide Customer a refund of any pre-paid amounts applicable to the Covered Service (if any). Cartegraph will have no obligation under this Section or otherwise with respect to any Action or Losses in the case of: (a) any use of any Covered Service other than by Customer; (b) any use of any Covered Service not under and in accordance with this Agreement; (c) any use of any Covered Service in combination with products, equipment, services, processes, software, data or information not supplied by Cartegraph; or(d) any modification of or enhancement to any Covered Service other than by Cartegraph. This Section constitutes Cartegraph's sole and exclusive liability, and Customer's sole and exclusive remedy, for any infringement or misappropriation of IPR or any other rights relating to the solutions. 11.3 BY CUSTOMER. Customer will defend Cartegraph and its Related Parties from and against any Action brought against Cartegraph or one of its Related Parties by a third party (other than by Cartegraph or another Cartegraph Related Party)to the extent relating to, resulting from, or arising out of any: (a) any violation of any Law caused by the use of or access to the Solutions by Customer; or(b) any claim or allegation by a User or other third party relating to use of or access to the Solutions or any Services by Customer. Customer will only pay those Losses finally awarded against Cartegraph in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. 11.4 CONDITIONS. All obligation of each party to defend or indemnify the other party or any Related Party under this Agreement are conditioned upon the party seeking defense or indemnification (the"Indemnified Party") providing the other party with: (a) prompt notice of any such claim for indemnification or defense after receiving notice thereof; (b)sole control over the defense and settlement of such claim, provided that any settlement that will require the other party to assume any liability other than the payment of monies will be subject to the other party's prior written consent; and (c) reasonable assistance in such defense or settlement(at the indemnifying or defending party's expense). 12. LIMITATION ON LIABILITY. IN NO EVENT WILL CARTEGRAPH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT(INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THIS AGREEMENT, INCLUDING THE USE OF OR ACCESS TO THE SOLUTIONS OR ANY SERVICES OR THE CARTEGRAPH TECHNOLOGY (OR ANY CARTEGRAPH DATA), EVEN IF CARTEGRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF DATA, OPPORTUNITY, LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES. CARTEGRAPH'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SOLUTIONS, AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO CARTEGRAPH HEREUNDER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY. CUSTOMER AGREES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT CARTEGRAPH WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, CARTEGRAPH'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 13. INSURANCE. If Cartegraph will provide Services at Customer's location, Cartegraph will carry commercial general liability insurance with a limit of$1,000,000 per occurrence and a $2,000,000 aggregate limit, business auto liability insurance with a limit of$1,000,000 and workers compensation insurance with statutory coverage. 14. CONFIDENTIALITY. Page 18of30 C7' 14.1 PROTECTION. The parties expect to share information with each other related to the business and activities identified in this Agreement("Purpose"). Each party (the"Receiving Party") may from time to time receive or otherwise obtain data or information regarding the business, finances, services, or technology of the other party(the "Disclosing Party"), including, without limitation, technical, advertising, marketing, sales, financial, pricing, employee, customer, and planning information, or any other information that by its very nature the Receiving Party should know is confidential ("Confidential Information"). The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or permitted contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Information in the same manner as the Receiving Party protects its own confidential information of a similar nature and with no less than reasonable care. 14.2 CONFIDENTIAL OR PROPRIETARY INFORMATION. Confidential Information means all trade secrets or proprietary information conveyed by one party to the other as defined below. Each party will hold in confidence, and will not disclose to any unauthorized personnel, any Confidential Information of the other party. Each party will use such Confidential Information only for the Purpose for which it is intended. Each party deems all software and related documentation provided by the other party to be Confidential Information. For purposes of this Agreement, "Confidential Information" means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii)any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv)any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; AND(a)any information marked"Confidential" or"Proprietary"or the like; and (b) any other information that should reasonably be recognized by Receiving Party as Confidential Information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. Information which is orally or visually disclosed by one party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute Confidential Information of the releasing party if: (a) it would be apparent to a reasonable person, familiar with the business of the releasing party and the industry in which it operates, that such information is of a confidential or proprietary nature; or(b)The releasing party,within thirty (30)days after such disclosure, delivers to the receiving party a written document describing such information and referencing the place and date of such oral, visual, or written disclosure, and the names of receiving party personnel to whom such disclosure was made. Each party agrees not to use any confidential or proprietary information received by it under this Agreement for any purpose other than the Purpose. Except as otherwise permitted hereunder, each party agrees not to disclose any Confidential Information received by it under this Agreement to any third party, corporation, or other entity without the prior written consent of the other party and shall limit its disclosure to its employees having a need to know such information. Each party will adopt and maintain programs and procedures which are reasonably calculated to protect confidential or proprietary information, and will be responsible to the other party for any unauthorized disclosure or misuse of confidential or proprietary information which results from a failure to comply with this provision. Each party will promptly report to the other party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by and at the expense of the offended party to prevent, control, or remedy any such violation. Page 19of30 p c 14.3 LIMITATION ON OBLIGATIONS. The Receiving Party's obligations with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a)was already lawfully known to the Receiving Party as of the Effective Date; (b) is disclosed to the Receiving Party after the Effective Date by a third party who had the right to make such disclosure without any confidentiality restrictions; or(c) is, or through no fault of the Receiving Party becomes, generally available to the public. The Receiving Party may disclose the Confidential Information of the Disclosing Party if compelled or required to do so by a court of competent jurisdiction or other governmental entity having jurisdiction over the Receiving Party, provided that the Receiving Party provides the Disclosing Party with notice of such requirement and provides reasonable assistance to the Disclosing Party in any attempts to contest such disclosure or obtain a protective order or other applicable limitation with respect to such disclosure. In any event, the Receiving Party will be entitled to receive payment of its expenses and costs actually incurred in responding to such disclosure request and will disclose only such portion of any Confidential Information as it is legally compelled or required to disclose. 14.4 OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY Each party is, and will remain, the exclusive owner, or is the authorized agent of the owner, of its software and other Confidential Information. All patent, copyright, trade secret, trademark, and other intellectual property rights remain solely with the party. No license or conveyance of any such rights to the other party is granted or implied under this Agreement. Use, examination, reproduction, copying, disassembly, decompilation, transfer, reverse engineering, or disclosure to others, in whole or in part, of a party's software is strictly prohibited except as provided for under this Agreement. 14.5 RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party's possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the request of the Disclosing Party or when such Confidential Information is no longer needed in connection with its performance under this Agreement, whichever comes first. At the Disclosing Party's request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with the foregoing obligations. 15. GOVERNING LAW. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the state/province where the Customer has its principal place of business. Each party agrees that it will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state/provincial court in the state/province where the Customer has its principal place of business, and each party irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts. 16. NON-SOLICITATION. During the term of this Agreement and for a period of 12 months thereafter, Customer will not, directly or indirectly, for itself or on behalf of or in conjunction with any other third party, solicit, induce, hire, contract with, or engage the employment of an employee of Cartegraph, unless Customer: (1)obtains the prior written consent of Cartegraph, as applicable; and (2) pays Cartegraph as applicable a fee to be mutually agreed upon. If Customer directly employs or contracts with an employee of Cartegraph without the prior written consent of Cartegraph, Customer shall pay as damages 2 times the then yearly salary of the employee in question. The parties acknowledge and agree that the foregoing is not intended as a penalty of any kind but as reasonable and adequate compensation to Cartegraph in the event Customer should directly employ or contract with an employee of Cartegraph without the prior written consent of Cartegraph. 17. FORCE MAJEURE. Neither party will be held responsible for failure or delay in the performance of any obligation under this Agreement,with the exception of the obligation to pay Fees, if such failure or delay is due to acts of God, war, terrorism, strikes, boycotts, labor disputes, fire or other loss of facilities, accident or any other cause beyond Page 20 of 30 its control (each, a"Force Majeure"). If the performance of any obligation under this Agreement by either party is prevented, restricted or interfered with by reason of a Force Majeure event, the party whose performance is so affected, upon giving prompt notice to the other party,will be excused from such performance to the extent of such Force Majeure event, provided that the party so affected will take all reasonable steps to avoid or remove such causes of non-performance and will continue performance hereunder with dispatch whenever such causes are removed. 18. NOTICE. All notices, reports, consents, authorizations and approvals to be given by a party hereunder will be in writing and will either be via: (1) hand-delivery; (2) reputable overnight mail service; (3)facsimile transmission, provided that an original copy of a transmission will be delivered by some other means permitted under this Agreement; or(4) certified mail, return receipt requested, to the other party at its respective addresses set forth above. All notices will be effective upon receipt(or when delivery is refused), or 3 business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address for notice by giving notice of the new address to the other party. 19.ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Customer's access to and use of the Solutions and all Services and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties. Except as expressly set forth in this Agreement, this Agreement may be modified or amended only in writing signed by both parties. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Agreement nor any rights or obligations of Customer hereunder may be assigned without the prior written approval of Cartegraph. Any assignment in violation of the foregoing will be null and void. Cartegraph may assign this Agreement to any party that assumes Cartegraph's obligations hereunder, including by sale, merger, consolidation, or operation of law or otherwise. Cartegraph may subcontract its obligations under this Agreement, provided that Cartegraph remains responsible for compliance with the applicable terms of this Agreement as to those obligations. The words"include,""includes"and"including" means"include," "includes"or"including," in each case, "without limitation."All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. The preprinted terms of a purchase order or any other similar document will not apply to or modify this Agreement. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers', and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. In the event of any litigation or other proceeding between the parties relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and other reasonable costs incurred in connection therewith and in pursuing collection, appeals, and other relief to which that party may be entitled. Customer gives Cartegraph permission to use Customer's name or logo for public press releases and customer stories. Cartegraph provides the Solutions, including related software and technology, for federal government end use as a "Commercial Item"as that term is defined at 48 C.F.R. §2.101, consisting of"Commercial Computer Software"and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Solutions are provided to the Customer with only those restricted rights as provided under the terms and conditions of this Agreement. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Cartegraph to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. b Page 21 of 30 �� Collier County/8/3/2022 ADDENDUM C Solutions Support As part of the annual Solution Subscription fee identified in the above Investment Summary, Customer will receive the following support for the duration of the paid subscription Term. TECHNICAL SUPPORT 1. Campus—www.cartegraph.com/campus Our User Assistance area is a convenient and easily shareable resource designed to help you and your co-workers better understand the functions and capabilities of your Cartegraph Solutions. Instantly access user tips, step-by- step guides, videos, and more. 2. Dedicated, Unlimited, Toll-free Phone Support- 877.647.3050 and Live Chat When questions need answers and difficulties arise, count on our industry- leading Support team to provide the guidance and assistance you need. Live Chat is available within the product or through Campus. Reach us as often as you need Monday-Friday, 7:00 am-7:00 pm CT. 3. Secure, Live Remote Support If your challenge requires a more hands-on approach, we have the remote support tools to fix it. Let one of our Support Team members directly interact with your system to find a fast, effective solution. TRAINING & EDUCATION SUPPORT 1. Convenient Online Resources All the information you need, one click away. Take advantage of online training opportunities, tutorial videos, upcoming event information, and more. 2. Customer Led User Groups Meet and network with similar Cartegraph users in your region. Customer led User Groups allow you to find out what other organizations are doing to get more from their Cartegraph solutions and services. RELEASES & UPGRADES 1. New Releases Be the first to know about all new Cartegraph releases, enhancements, and upgrades. Cartegraph is continuously innovating and enhancing the Cartegraph OMS collection of products and as a customer with an active subscription, you will receive each new release of the software. 1. Your cloud-hosted site will be automatically upgraded by our System Consultants after the release is available. This way, you'll experience increased system performance while gaining timely access to the latest features and functionality. 2. For your on-Premises Installation, our Technical Consultants will work with your organization's IT staff to receive the latest software release in a timely manner. This way, you'll experience increased system performance while gaining prompt access to the latest features and functionality 2. Service Packs A Service Pack consists of lower-severity bug fixes and/or small platform updates. 1. If required, cloud-hosted sites will receive Service Packs as needed. These Service Packs are installed by the Cartegraph System Consultants. 2. On-premises customers that contacted Cartegraph Technical Support about an issue that is resolved with the Service Pack, will be provided the service pack for installation. These on- 0 Page 22 of 30 C)4+ Collier County/8/3/2022 premises customers can then schedule a time to install the Service Pack with our Technical Support team 3. Hot Fixes If an issue is determined to be a defect and falls outside the standard release cycle, Cartegraph will issue a hot fix and provide application specialists with detailed levels of product knowledge to work with you in achieving a timely and effective resolution. Cartegraph will provide the Support Services only to Customer, provided that Cartegraph reserves the right to contact any third party as necessary to facilitate the delivery of Support Services or other services relating to the Solutions. Said support applies only to the most current version of the product and the previous version in succession. All Support Services are dependent upon the use by Customer of the Solutions in accordance with Cartegraph's documentation and specifications. Cartegraph is under no obligation to modify the Solutions so that the modified Solutions would depart from Cartegraph's published documentation and specifications for such Solutions. Page 23 of 30 a0 t! Collier County/8/3/2022 ADDENDUM E Cartegraph OMS Editions Cartegraph OMS supports customers in the operation, maintenance, and management of the following asset domains. By employing these features as applicable, customers can effectively manage and report on the assets that they care about. Indicated below are the capabilities and options available for each OMS Edition at the time this document was prepared, which are subject to change. Essentials Pro Plus Premium Included Included Included Included Dashboard/Home Screen Included Included Included Included User Management Included Included Included Role Management Included Included Included Included Esri GIS Integration Included Included Included Included Report Viewer Included Included Included Included Library Management Included Included Included Included Standard KPI/ROI gadgets Included Included Included Included Esri Identity-Ready Included Included Included Structure Manager Included Included Included Layout Manager Included Included Included Import/Export Included Included Included Record Filter Administration Included Included Included Included Container/Component Included Included Included Included Embedded Maps Included Included Included Report Designer Option Option Included Integration Toolkit Option Option Included Included Cartegraph for Zapier Included Included Automation Manager Included Included Included Notification Manager Included Included Included Included Routing—Esri Identity Required Included Included Included Included Geocode Options-Esri Identity Required Work Included Included Included Included Task Management Page 24 of 30 ,Q,,0 6 Collier County/8/3/2022 Included Included Work Orders Included Included Included Included Task Calendar Option Included Scenario Builder Request Required w/SeeClickFix Included Included Included Request Management SeeClickFix Option Option Option Option Internal Requests Option Included Included Resources Included Included Included Included Resource Management(LEMV) Option Included Advanced Material Management Option Included Included Fleet Management Assets Asset Inventory By Domain/Asset By Domain/Asset By Domain/Asset By Domain/Asset Container/Component Included Included Included Included Included Included Included Preventative Maintenance Plans Required w/Fleet Mgmt. Included Included Asset Condition Manager/Advanced Inspections Option Option Included Asset Builder Page 25 of 30 0 7, ADDENDUM F: ADDITIONAL TERMS AND CONDITIONS TO CARTEGRAPH SOLUTIONS MASTER AGREEMENT (MA-22-04548) 1. PAYMENT AND INTEREST FEES: Payments are due upon receipt of a proper invoice and incompliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. 2. SALES TAX. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531 C-1. 3. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Transportation Management Services Department/Operations Support Division. 4. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Contractor Name: Cartegraph Systems LLC Address: 3600 Digital Drive Dubuque, IA 52003-8962 Attention Name & Title: Chad Walker, Account Manager Telephone: (563) 587-3359 E-Mail(s): Chadwalker(a cartegraph.com With a copy to: contract.admin@cartegraph.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: COUNTY: Board of County Commissioners for Collier County, Florida Division Name: Operations Support Division Address: 2885 South Horseshoe Drive Naples, FL 34104 Administrative Agent/PM: Samer Slaiby, Manager Technical Systems Operations Telephone: (239) 252-5811 E-Mail(s): Samer.SlaibyCa?colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 5. TERMINATION. Should either party be found to have failed to perform their services or fulfil their obligations in a manner reasonably satisfactory to the other party and as specified in this Agreement, the other party may terminate this Agreement for cause; following written notice to Addendum to Non-Standard Agreement Page 26 of 30 r tv0 the non-performing party and a thirty (30) day period to cure (unless the parties mutually agree to a longer cure period). Further the County may terminate this Agreement for convenience with a thirty (30) day written notice. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 6. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin or any other class protected by federal or Federal law. 7. PUBLIC ENTITY CRIME: By its execution of this Agreement, the Contractor acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. 8. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. C. Cyber Liability: Coverage shall have minimum limits of $1,000,000 aggregate. D. Technology Errors & Omissions: $1,000,000 aggregate. Special Requirements: Collier County Board of County Commissioners shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non- contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall endeavor to be sent to the County thirty (30) days prior to any expiration date. 9. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and Addendum to Non-Standard Agreement Page 27 of 30 �+o all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the negligence, recklessness, or intentionally wrongful conduct of Collier County. 10. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 11. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. County must provide Contractor with written notice of such intent to terminate due to appropriation funding at least ninety (90) calendar days prior to such termination; however, no matter the reason, County's termination shall not relieve it of its obligation to pay any amounts earned by Contractor through the date of termination. 12. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 13. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Addendum to Non-Standard Agreement Page 28 of 30 l0 G Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest a.colliercountvfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 14. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision- making authority and by County's staff person who would make the presentation of any Addendum to Non-Standard Agreement Page 29 of 30 �0 L settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 15. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 16. ASSIGNMENT. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, together with all Purchase Agreements, Sales Orders, and Addendums, without the other party's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Cartegraph will refund Customer any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 17. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of the Agreement and this Addendum F, the provision in this Addendum shall control. Addendum to Non-Standard Agreement Page 30 of 30 GAO AC CERTIFICATE OF LIABILITY INSURANCE DATEE�2M DrY Y) 5/ 22 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Pam Buchholtz AssuredPartners Great Plains, LLC dba Friedman Insurance PHONE FAX PO Box 759 (A/C.No.Ext): 563-556-0272 (A/C,No):563-556-4425 Dubuque IA 52004-0759 ADDRESS: buchholtzp@friedman-group.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Ins Company 36161 INSURED CARTSYS-01 INSURER B Cartegraph Systems LLC 3600 Digital Dr. INSURER C: Dubuque IA 52003 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:874301930 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRINSR TYPE OF INSURANCE INSD Swvo POLICY NUMBER R POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y ZLP14T1793A 11/1/2021 11/1/2022 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $500,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY X JE X LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y BA0L652234 11/1/2021 11/1/2022 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ - --- AUTOS ONLY AUTOS ONLY (Per accident) Hired Auto Physical $ACV A X UMBRELLA LIAB X OCCUR CUP1L959611 11/1/2021 11/1/2022 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$injtnn $ A WORKERS COMPENSATION UB 7J405961 11/1/2021 11/1/2022 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A CUP1L959611 11/1/2021 11/1/2022 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Agreement#MA-22-04548. Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County,OR Collier County Government,OR,Collier County included as an Additional Insured under the captioned Commercial General Liability and Automobile Policies on a primary and non-contributory basis if and to the extent required by written contract,per endorsement forms CGD417,CGD426,CAT437 and CAT442. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County ACCORDANCE WITH THE POLICY PROVISIONS. Procurement Services Division3295 ///J// FL Tamiami Trail East C-2 AUTHORIZED REPRE/� E Naples FL 34112-2885 �/©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD '4 • CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYW) 08/26/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on w this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). c PRODUCER CONTACT •p NAME: Aon Risk Services South, Inc. Charlotte NC office PHO.NN.Eat): (866) 283-7122 jac.No.): (800) 363-0105 1111 Metropolitan Avenue, Suite 400 E-MAIL =° Charlotte NC 28204 USA ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: North American Capacity Ins CO 25038 Cartegraph Systems LLC INSURERB: 3600 Digital Drive Dubuque IA 52003 USA INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570095027754 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested LTR TYPE OF INSURANCE AINSO SWVD POLICY NUMBER (MMIDD/YYYY) (MM/DDmYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) MED EXP(Any one person) PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY PRO- n JECT LOC PRODUCTS-COMP/OP AGG OTHER: 00- AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) ••• O OWNED AUTOS SCHEDULED BODILY INJURY(Per accident) d AUTOS ONLY HIRED AUTOS NON-OWNED PROPERTY DAMAGE -ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE 0 EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION WORKERS COMPENSATION AND PER STATUTE - EMPLOYERS'LIABILITY Y/N I ER OTH ANY PROPRIETOR/PARTNER/ E.L.EACH ACCIDENT EXECUTIVE OFFICER/MEMBER N/A (Mandatory in NH) E.L.DISEASE.EA EMPLOYEE If yes describe under DYSCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT A E&O-Technology C4LQ3051889CYBER2022 01/01/2022 01/01/2023 Aggregate $1,000,000 Cyber Liability Retention $25,000 SIR applies per policy terns & conditions DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more apace is required) Participating underwriter: North American Capacity Insurance Company. rW Its CERTIFICATE HOLDER CANCELLATION 2 Z SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION OP DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3f mad Collier County AUTHORIZED REPRESENTATIVE 3295 Tamiami Trail East Naples FL 34112 USA ��(( �? c.9:1.-e4sitedt . ©1988-2015 ACORD CORPORATION.All rights reserved ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD