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Home My WebLink About20211472.tiffCbr*vacftb1 8555 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: OpenGov Cartegraph SaaS Migration DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose ----4?1N%" DATE: 7/26/2024 Brief description of the problem/issue: Cartegraph is an application utilized by Public Works to manage daily maintenance work of roads, bridges, etc., and is now a subsidiary of OpenGov, Inc. This agreement amends the original contract between Cartegraph Systems LLC and Weld. The agreement also authorizes migration of current architecture to Cartegraph Enterprise Asset Management SaaS (software as a service), replacing the on -premise servers and databases which will be maintained by OpenGov. OpenGov recommends this move as best practice and will provide improved functionality, as well as unlimited licensing. What options exist for the Board? IT is requesting the Board authorize the Chair to sign the attached agreement so the application can be moved to the cloud and Public Works can continue using the software. Consequences: Decline the request and the system remains on -premise with limited functionality. Impacts: This application provides Public Works an efficient process to manage road and bridge maintenance, track time and labor and report on materials. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): This project was approved for 2024 as part of project PW 1543. There is no cost to migrate to the hosted environment as defined in the Statement of Work. Annual maintenance costs remain at $74,100. Recommendation: The contract was reviewed and approved by Karin McDougal. Weld County IT recommends approving the attached contract. Perry L. Buck, Pro -Tern Mike Freeman Scott K. James Kevin D. Ross , Chair Lori Saine Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Ltnvl+57t/Z4 j,5/01 2021-1 41 2 \--rout() Docusign Envelope ID: B24CAD02-4CDB-4B1A-9EDB-9ABB5AC2756E Amendment 1 to the Cartegraph Order Form #PA -2956 (County of Weld Contract #2021-1472) with the County of Weld, CO This Amendment 1("Amendment") is effective as of the date of the last signature below and is made to amend that Cartegraph Order Form #PA-2956(County of Weld Contract #2021-1472) by and between Cartegraph Systems LLC ("Cartegraph") and the County of Weld, CO ("Customer") dated April 22, 2024 ("Agreement"). 1. Definitions. Capitalized words and terms used but not defined in this Amendment, shall have the meanings ascribed to them in the Agreement. 2 Amendments. The Agreement is hereby amended as follows: 2.1. Assignment. Cartegraph is a wholly owned subsidiary of OpenGov, Inc. ("OpenGov"). The Agreement shall hereby be assigned to OpenGov, Inc. as of the date this Amendment is effective. 2.2. Scope. The Agreement is additionally amended by the attached statement of work ("Exhibit A"), which will migrate the purchased solutions to hosted infrastructure, maintained by OpenGov. 2.3. Service Level. This Agreement is additionally amended to include the attached OpenGov service level agreement ("Exhibit B") 2.4. Address: OpenGov's principal place of business is hereby amended to: 660 3rd Street, Suite 100, San Francisco, CA 94107 3 Legal Effect. Except as expressly amended or modified by this Amendment, all other terms of the Agreement shall remain unchanged and in full force in effect. 4 Conflict. In the event of any conflict between the main body of the Agreement and this Amendment, this Amendment will control. 5 Counterparts. This Amendment may be signed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. County of Weld, CO Signature Name Title Date ATTES By: Kevin D. Ross mer Chair, Board of We d County Commissioners AUG 0 5 2024 OpenGov, Inc. Signature Name Title Date r DocuSigned by: Scum kuAtiti A3AFFF r48-i-t 1.764 i Sam Kramer SVP, Finance 7/26/2024 otooD2/- /4/7F Exhibit A OPENG011 Statement of Work County of Weld, CO Creation Date: 5/21/2024 Version Number: 2 Created by: Jennifer Nordin 2023 Statement of Work V1 1 TABLE OF CONTENTS 1. Project Timeline 2. General Project Assumptions 3. Project Scope 4. Change Management 2023 Statement of Work V1 1. Project Timeline The expected timeline to move Cartegraph OMS on-prem to Cartegraph Enterprise Asset Management SaaS is 1-2 months depending on customer responsiveness. 2. General Project Assumptions In order to ensure we are able to meet the project timeline and ensure Customer is successful, OpenGov asks that Customer abide by the General Assumptions detailed in this Statement of Work (SOW). • Contracted Domains and Functionality are referenced in the Cartegraph 2024 Renewal Software Services Agreement. • There is no cost to migrate to the hosted environment as defined below. Any additional services or support not defined in this section will be considered out of scope and managed in accordance with Section 4 Change Management of this SOW. • Customer will commit and provide access to all necessary stakeholders and subject matter experts necessary to complete the Section 3 Project Scope in this SOW. • The delivery of Section 3 Project Scope will be completed remotely. 3. Project Scope OpenGov will: o setup new hosted product and sandbox environments o provide a location for Client to upload files o receive a copy of database and project home from client o Setup and copy data to hosted production and sandbox environments o help convert integrations if clients have some o setup \ Sandbox Esri connections o restore backup in hosted production Customer will: o provide SQL backup and zip copy of project home o work with OpenGov on scheduling of production downtime o locks production site on an agreed upon date, client o sends backup and new project home items o notifies end users of new url 4. Change Management Any change to scope must be agreed to in writing or email, by both Customer and OpenGov, and documented as such via a Change Order. A change order is work that is added to or deleted from the original scope of this SOW. Depending on the magnitude of the change, it may or may not alter the original contract amount or completion date and be paid for by Customer. 2023 Statement of Work V1 Exhibit B SUPPORT AND SOFTWARE SERVICE LEVELS I. SUPPORT FOR OPENGOV SOFTWARE SERVICES: A. SUPPORT PLANS OpenGov offers two types of technical support plans for all support issues relating to the OpenGov Software Services in accordance with Table 1: TABLE 1 Standard and Premium Support Offerings and Service Level Offering Standard Premium Unlimited Number of Support Cases per Year* V ✓ Unlimited Access to OpenGov Resource Center V V Unlimited Online access to the Support Request Portal V V Access to Phone/Chat Support 4:00 AM PT to 7:00 PM PT Monday through Friday, excluding OpenGov holidays V V Designated OpenGov Contact V Increased Response Times V SEYERtTY LEVEL FIRST RESPONSE TIME Urgent One (1) Business Hour One (1) Calendar Hour High One (1) Business Day Two (2) Business Hours Normal Four (4) Business Days Eight (8) Business Hours Low Eight (8) Business Days Two (2) Business Days Support Cases are defined as issues related to the OpenGov Software Services. 1. Severity Level Definitions Severity Level Urgent: Customer experiences complete loss of use of the Software Services, meeting the definition of "Unavailable" in Section V -A-1 below and no procedural workaround exists, thereby blocking a Customer's business operations. Severity Level High: Customer experiences a severe defect or configuration issue with the use of the Software Services and no procedural workaround exists, thereby causing a high impact to Customer's business operations (excluding Software Service failures that qualify as Severity Level Urgent). Severity Level Normal: Customer experiences a problem where the use of the Software Services are partially reduced, thereby causing a low -to -medium impact to Customer's business operations. A procedural workaround exists (excluding Software Service issues that qualify as Severity Level Urgent or High). Severity Level Low: Routine Software Service support requests relating to issues where the use of the Software Service is negligibly reduced thereby causing a no -to -low impact to a Customer's business operations (excluding Software Service issues that qualify as Severity Level Urgent, High or Normal). 2. Assignment of Severity Levels: OpenGov will determine the Severity Level assigned to each support issue in its reasonable discretion, but taking into consideration the Severity Level input by Customer. 3. First Response Time: OpenGov will use commercially reasonable efforts to respond (via OpenGov's Normal Support Channels) to each support issue reported by the Customer within the applicable response time in Table 1, depending on the applicable severity level and Support Plan contracted by the Customer. "Business Days" are Monday -Friday, excluding holidays (which said holidays are described in our Resource Center). "Business Hours" are 4:00 AM PT to 7:00 PM PT Business Day. II. SUPPORT REQUEST PORTAL & RESOURCE CENTER: A. Customer must opt -in to OpenGov's support portal ("Support Portal") to take required actions relating to support and use of the Software Services. B. Customer must opt -in to the Resource Center to receive certain important information about updates and other changes to the Software Services III. EXCLUSIONS This Support Exhibit does not apply to any: (a) features designated Beta or Limited Availability (unless otherwise stated in the associated Documentation), (b) features excluded from the Support Exhibit, (c) responding to problems caused by third party software, (d) configuration changes for third party software, (e) support for issues related to the operation of the Software Services on local personal computers and related printing issues; problems with the browser and loading the required add-on programs; support for using Vision and Intellicus reporting tools, (f) firewall support, (g) responding to problems caused by hardware, (h) issues with ViewPoint ViewPermit Software, (i) on -site support, and (j) errors: (i) caused by factors outside of OpenGov's reasonable control, including misuse, accidents, Customer neglect, or fire; (ii) that resulted from Customer's equipment, software or hardware or third party software or hardware, or both; (iii) that resulted from abuses or other behaviors that violate the Agreement, (iv) that result from Customer's unauthorized action or lack of action when required, or from Customer's employees, agents, contractors, or vendors, or anyone gaining access to OpenGov's network by means of Customer's passwords or equipment, or otherwise resulting from Customer's failure to follow appropriate security practices; or (v) that result from Customer's failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or Customer's use of the Software Services in a manner inconsistent with the features and functionality of the Software Services (for example, attempts to perform operations that are not supported) or inconsistent with OpenGov's published guidance. IV. PREMIUM SERVICES A. Customers who subscribe to Premium Services will be assigned an OpenGov Designated Contact or "Named Contact". A Named Contact is a designated point of contact who provides coordination and access to consulting, training, and configuration services. In addition, Named Contacts will provide quarterly reviews with the Customer to review outstanding support items, upcoming projects, and technical needs. B. "Premium Services" are defined as services in addition to the "Standard" support provided with the annual OpenGov Software Services. Premium Services are available at OpenGov's discretion and will be billed on a time and materials basis at the then current billable rate.. OpenGov Consultation and Training. Step by step instruction, and problem solving by a product or subject matter expert to Customer for users of the Software Services. OpenGov will provide web based, one-on-one remote training to any user during normal OpenGov business hours. This does not include training for newly purchased Software Services that are in deployment. Training is only included for Software Services purchased. Customer users must have a working knowledge of their job function, and of the Software Services. ii. OpenGov Software Services Configuration:Configuration of the Software Services, with direction by the Customer. These configuration services are available for currently licensed software and at the sole discretion of OpenGov. V. OPENGOV SOFTWARE SERVICES: A. SOFTWARE SERVICE LEVELS 1. Uptime Commitment The Quarterly Uptime Percentage for the Software Service (excluding the Permitting, Licensing and Code Enforcement / Citizen Services Software Services and any OpenGov software not hosted by OpenGov) will be ninety-nine and nine -tenths percent (99.9%) (the "Uptime Commitment"). The Uptime Commitment for Permitting, Licensing and Code Enforcement / Citizen Services Software Services will be ninety-nine percent (99%). Subject to the exclusions described in Subsection V.A.2 below, "Quarterly Uptime Percentage" is calculated by subtracting from 100% the percentage of 1 -minute periods during any quarterly billing cycle (i.e., 3 calendar months) in which the Software Services (are) Unavailable out of the total number of minutes in that quarterly billing cycle. "Unavailable" and "Unavailability" mean that, in any 1 -minute period, all connection requests received by the Software Services failed to process (each a "Failed Connection"); provided, however, that no Failed Connection will be counted as a part of more than one such 1 -minute period (e.g. a Failed Connection will not be counted for the period 12:00:00-12:00:59 and the period 12:00:30-12:01:29). The Quarterly Uptime Percentage will be measured based on the industry standard monitoring tools OpenGov uses. 2. Exclusions from Quarterly Uptime Percentage Notwithstanding anything to the contrary in this exhibit, any Software Service Unavailability issues resulting from any of the following will be excluded from calculation of Quarterly Uptime Percentage: 2.1 Regularly scheduled maintenance of the Software Service that is communicated by OpenGov at least twenty-four (24) hours in advance via the Support Portal. (OpenGov typically schedules such regularly scheduled maintenance twice per month); 2.2 any issues with a third -party service to which Customer subscribes (e.g. Budget Book by Workiva); 2.3 any problems not caused by OpenGov that result from (a) computing or networking hardware, (b) other equipment or software under Customer's control, (c) the Internet, or (d) other issues with electronic communications; 2.4 OpenGov's suspension or termination of the Software Service in accordance with the Agreement and/or its associated Order Form; 2.5 the Software Service is experiencing an unforeseeable amount of user requests from Customer; 2.6 software that has been subject to unauthorized modification by Customer; 2.7 negligent or intentional misuse of the Software Service by Customer; or 2.8 "Beta" or "limited availability" products, features and functions identified as such by OpenGov. Customer may elect to use certain billable OpenGov Professional Software Services to resolve issues associated with the excluded areas listed in this Subsection V -A-2. Such Professional Software Services may require Customer to complete a network assessment, and/or give OpenGov access to Customer's network, in order to diagnose the issue. 3. Process Customer shall notify OpenGov of any Unavailability via the Support Portal. Customer shall provide such notification within thirty (30) days of the Unavailability event. ADDENDUM C: SOLUTIONS AGREEMENT Last Modified: 03/28/2018 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"). 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. PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT, THROUGH THE EXECUTION OF A PURCHASE AGREEMENT THAT REFERENCES THIS AGREEMENT, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT OR ANY PURCHASE AGREEMENT, CARTEGRAPH IS NOT WILLING TO PROVIDE YOU, AS CUSTOMER, WITH ACCESS TO OR USE OF CARTEGRAPH SOLUTIONS OR SERVICES, AND YOU MUST NOT ACCESS OR USE CARTEGRAPH SOLUTIONS OR SERVICES. IF YOU ACCESS OR USE CARTEGRAPH SOLUTIONS OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND ANY PURCHASE AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. 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, 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 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, Customer is 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. 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 Cif 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. 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 11/2./0 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 90 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. 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 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. 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 party's respective obligations in connection with the transition and migration of Customer off 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. 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. 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 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 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 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. 11.2 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. 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. 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. 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 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. 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 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. Ct Entity Information Entity Name * OPENGOV INC Entity ID* @00046964 Contract Name * OPENGOV CARTEGRAPH SAAS MIGRATION AND AMENDMENT Contract Status CTB REVIEW Q New Entity? Contract ID 8555 Contract Lead * NWONDER Contract Lead Email nwonder@weld.gov Parent Contract ID 1472 Requires Board Approval YES Department Project # PW-1543 Contract Description * CARTEGRAPH IS A SUBSIDIARY OF OPENGOV INC AND THIS AGREEMENT AMENDS THE ORIGINAL CONTRACT AND AUTHORIZES THE MIGRATION OF CARTEGRAPH ON-PREM TO THE THE CLOUD. Contract Description 2 Contract Type * AGREEMENT Amount* $0.00 Renewable * NO Automatic Renewal NO Grant NO IGA NO Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGI S@weldgov.com Department Head Email CM- InformationTechnologyGI S- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Requested BOCC Agenda Due Date Date* 08/03/2024 08/07/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date 08/05/2024 Review Date * 05/01/2025 Termination Notice Period Committed Delivery Date Contact Information Renewal Date Expiration Date* 08/11/2025 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 PHILLIP RYAN PRIMARY PRYAN@OPENGOV.COM (61 9) 869-5594 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 07/31/2024 Approval Process Department Head Finance Approver Legal Counsel RYAN ROSE CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 07/31/2024 07/31/2024 07/31/2024 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 08/05/2024 Tyler Ref # AG 080524 Originator NWONDER oniv ac-} tpi+T5z BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Cartegraph Agreement Renewal DEPARTMENT: Information Technology DATE: 4/3/2024 E Ryan R PERSON REQUESTING ya Rose Brief description of the problem/issue: Cartegraph Systems, LLC provides Weld County with software utilized by Public Works. The application is used to manage daily maintenance work of roads, bridges, etc. This agreement is to extend annual software support. What options exist for the Board? IT is requesting the Board authorize the Chair to sign the attached agreement so Public Works can continue using the software. Consequences: If the Board does not sign; the agreement expires, and Public Works will no longer be able to use the application for maintenance. Impacts: This application provides Public Works an efficient process to manage road and bridge maintenance, track time and labor and report on materials. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): $63,640.12 for 2024/2025 and was included in the FY2024 Budget. Recommendation: Legal has reviewed the agreement and Information Technology recommends approval. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro -Tern Mike Freeman Scott K. James Kevin D. Ross , Chair Lori Saine Coorstrft Fcrc¼ 4/n/fl -C22 \(L de • ZbZ r l4%Z 1100I0 DocuSign Envelope ID: D0AF556F-85BB-457C-A765-FD2/184F6248D Cartegraph Order Form Number: PA -2956 Creates/ On: 306/2024 Order Form Erpiration: 6/3/2024 Subscription Start Date: 6/4/2024 Subscription End Date: 6/3/2025 Cartegraph Systems, LLC 3600 Digital Dr Dubuque. IA 52003 United States Prepared lily: Jenny Russ ell Email: lrussell@op engov corn Contract Term: 12 Months Customer Infortnation Customer: Qill Ta/Mtip To: County of Weld. CO 1111 H Street Greeley, Colorado 80632 United States killing Frequency: Annually in A dvance Payment "1 erins. Net Thirty(30) Days SOFTWARE SERVICES: Pr cduct / Service tI= Stormwater Domain Transporation Domain Asset Builder Advanced Material Management OMS User(100 Users) Serivice Terms Service Date: Account: June 4, 2024 163,640 12 (Annual Software Fee) Start Date 6/4/2024 6/4/2024 6/4/2024 6/4/2024 6/4/2024 6/4/2024 End Date 6/3/2025 6/312025 6/3/2025 6/3/2025 6/3/2025 6/3/2025 Contnc t Name: Email: Jacob Mundt lmundt@weld gov Quantity 1 I 1 1 1 Annual Fee $24.045 00 $6,430 22 $4222 67 *1.071 70 $535 85 $26:734 68 Annual Subscription Total: $63,640.12 Order Form Legal Terms This Order Form inccrporates the Cartegraph Purchase Agreement PA -2956 between Customer and Cartegraph dated June 2, 2021 The "Agreement" consists of the Order Form, Caste graph Purchase Agreement, and, if Professional Services are purchased. the Statement of Work Unless otherwise specified above. fees for the Software Services and Professional Services shall be due and payable. in advance, 30 days from receipt o f the invoice By signing this Agreement, Customer acksiowledges that it has reviewed, and agites to bel egally bound by the Agreement Each party's acceptance of this Agreement is conditional upon the other's acceptance of the A gzeement to the exclusion of all other terms. County of Weld, CO Signature "CO Name. Kevin D. Ross Title Chair, Board of Weld County Commissioners Date C a: ha $t1tJS&J e d b y : S1gn3ltilt Sot* V'evatteiti N vne Sam Kramer SVP, Finance Gne 4/3/2024 boa i - Pi 7a- n Ct Entity Information Entity Name* CARTEGRAPH SYSTEMS LLC Entity ID* @00023614 Contract Name* CARTEGRAPH AGREEMENT RENEWAL 2024-2025 Contract Status CTB REVIEW Contract ID 8052 Contract Lead * NWONDER O New Entity? Parent Contract ID 4811 Requires Board Approval YES Contract Lead Email Department Project # nwonder@weld.gov Contract Description* EXTEND ANNUAL SOFTWARE SUPPORT ONPREM SYSTEM. CARTEGRAPH'S UTILIZED BY PUBLIC WORKS TO MANAGE MAINTENANCE WORK OF ROADS, BRIDGES, ETC. Contract Description 2 Contract Type* AGREEMENT Amount* $63,640.12 Renewable* NO Automatic Renewal NO Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGI S@weldgov.com Department Head Email CM- InformationTechnologyGI S- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM Requested BOCC Agenda Due Date Date* 04/18/2024 04/22/2024 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date 04/22/2024 Termination Notice Period Contact Information Review Date* 01/01/2025 Committed Delivery Date Renewal Date Expiration Date* 06/04/2025 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 PHILLIP RYAN PRIMARY PRYAN@OPENGOV.COM (61 9) 869-5594 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 04/17/2024 Approval Process Department Head Finance Approver Legal Counsel RYAN ROSE CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 04/17/2024 04/17/2024 04/17/2024 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 04/22/2024 Tyler Ref # AG 042224 Originator NWONDER /00 MEMORANDUM TO: Esther Gesick, Clerk to the Board June 7, 2 1 FROM: Ryan Rose, Chief Information Officer SUBJECT: Cartegraph Systems, LLC SOW Cartegraph Systems, LLC provides Weld County with software utilized by Public Works. This software is used to help Public Works manage their daily maintenance work for roads, bridges, etc. The attached agreement between the Board Of County Commissioners and Cartegraph Systems, LLC is to engage their professional services for assistance with the extension of the application. The cost for this request is $7,400.00 and was reviewed by Legal. We ask that the BOCC approve the agreement as submitted. 1 otoaV - X72 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Cartegraph Systems, LLC DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose, CIO DATE: 6/7/2021 Brief description of the problem/issue: Cartegraph Systems, LLC. provides Weld County with software utilized by Public Works. The software is used to help Public Works manage their daily maintenance work for roads, bridges, etc. This agreement is to engage their professional services to assist with the extension of their product for the Public Works department. What options exist for the Board? (include consequences, impacts, costs, etc. of options): The Board has the option of approving this agreement or declining it. Recommendation: This vendor specializes in this software. The cost of this engagement is $7,400.00 and has been budgeted in the 2021 project budget process. The agreement has been reviewed by Legal. Perry L. Buck Mike Freeman Scott K. James, Pro -Tern Steve Moreno, Chair Lori Saine Approve Schedule Recommendation Work Session Other/Comments: DocuSign Envelope ID: 389CF93F-5CEE-4488-8F41-843B58AA93CB Weld County / 5/6/2021 Cartegraph Weld County Cartegraph Solutions Purchase Agreement PA#: PA -004971 Date Prepared: 5/6/2021 Date of Expiration: 6/3/2021 For any questions or assistance, please contact: Heather Henderson Account Manager Phone: (303) 359-8327 Mobile: +1 3033598327 Email: heatherhenderson@cartegraph.com Cartegraph Systems LLC 3600 Digital Dr Dubuque, IA 52003-8962 http://www.cartegraph.com Toll Free: (800) 688-2656 Phone: (563) 556-8120 Fax: (563) 556-8149 Page 1 of 8 DocuSign Envelope ID: 389CF93F-5CEE-4488-8F41-843B58AA93CB Weld County / 5/6/2021 Purchase Agreement Cartegraph Systems LLC is pleased to present this Purchase Agreement for the implementation of world class technology solutions. This Purchase Agreement is made and entered into between Weld County (hereinafter referred to as "Weld County", or "Customer") and Cartegraph Systems LLC (hereinafter referred to as Cartegraph). In the case that any terms or conditions provided in the Cartegraph Solutions Agreement differ from, are provided in more detail by, or are made irrelevant by the terms and conditions provided in this Purchase Agreement, the terms in this Purchase Agreement shall control. For all terms and conditions not addressed by this Purchase Agreement, the Cartegraph Solutions Agreement shall control. CUSTOMER ADDRESS: LICENSEE ADDRESS: Weld County 1111 H Street Greeley, Colorado 80632 Weld County 1111 H Street Greeley, Colorado 80632 The following Addendums are attached to the Purchase Agreement and are incorporated by reference: ADDENDUM A ADDENDUM B - ADDENDUM C ADDENDUM D ADDENDUM E - ADDENDUM F- - SOLUTIONS SUPPORT SERVICES SCOPE OF WORK - SOLUTIONS AGREEMENT can be found at https:/www.Cartegraph.com/solutions- agreement - Not Used Not Used Not Used Page 2 of 8 DocuSign Envelope ID: 389CF93F-5CEE-4488-8F41-843B58AA93CB Weld County / 5/6/2021 Investment Summary The following section describes Purchase Agreement line items for Customer's Solution. Based on the core needs that have been identified and understanding the organization's budgeting and funding cycle, Cartegraph is providing the following Solution configuration. Term 1 - 5/14/2021 - 5/13/2022 - Services No. Product Code Quantity Price 1 Implementation Services CGPFSV 1.00 USD 7,400.00 Term 1 - 5/14/2021 - 5/13/2022 - Services TOTAL: Summary By Term - Includes Services & Subscriptions USD 7,400.00 Total Term 1 USD 7,400.00 Page 3 of 8 DocuSign Envelope ID: 389CF93F-5CEE-4488-8F41-843B58AA93CB Weld County / 5/6/2021 Investment Notes: All pricing presented in this document is valid through the date of expiration. Any pricing concessions made are only applicable to this transaction and should not be assumed for future purchases. Purchasing the products presented in this document through any alternative procurement method other than that identified will require a revised price proposal which may include an associated price adjustment. Any applicable taxes are not included. Pricing does not include any applicable Esri ArcGIS licenses. All pricing is in U.S. Dollars ($USD). Pricing is valid through 6/3/2021 This contract is in reference to the original Purchase Agreement PA704, between Cartegraph, Inc and Weld County, CO on May 9, 2018. Cartegraph acknowledges no payment in excess of the amounts listed above in Exhibit will be made by County unless a "change order" authorizing such additional payment has been specifically approved by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contractor under the terms of this Agreement for any amount in excess of the sum of the bid amount set forth in above Exhibit. Cartegraph acknowledges that any work it performs beyond that specifically authorized by County is performed at Contractor's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by the County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. Page 4 of 8 DocuSign Envelope ID: 389CF93F-5CEE-4488-8F41-843B58AA93CB Weld County / 5/6/2021 Payment Terms and Conditions In consideration for the Solutions provided by Cartegraph to Customer, Customer agrees to pay Cartegraph the Fees in U.S. Dollars as described below: DELIVERY Upon execution of this Purchase Agreement, Cartegraph will provide the Solution Subscriptions and/or Services as detailed in the Investment Summary. SOLUTION SERVICES SCHEDULING Solution Services will be scheduled and delivered upon your acceptance of this Purchase Agreement, which will be considered your notification for Cartegraph to proceed. Customer agrees to work with Cartegraph to schedule Services in a timely manner. All undelivered Services shall expire 365 days from the signing of this Purchase Agreement unless indicated differently in the Investment Notes. SOLUTION SUBSCRIPTION INVOICING Customer shall be provided with the ability to access and use the Solution Subscriptions upon execution of this Purchase Agreement. The payment for the initial term is due upon execution of the Purchase Agreement. Payment for any subsequent renewal terms will be due in annual installments 15 days prior to the anniversary of the initial term in the amount(s) that follow: SOLUTION SERVICES INVOICING Invoicing for the Solutions Services shall occur upon the acceptance of this Purchase Agreement and be invoiced as follows: Invoicing shall occur upon the execution of this Agreement. PAYMENT TERMS • All payments are due Net 30 days from start date of invoice. All payments are to be in U.S. Dollars. Page 5 of 8 DocuSign Envelope ID: 389CF93F-5CEE-4488-8F41-843B58AA93CB Weld County / 5/6/2021 Acceptance BY SIGNING BELOW, THE PARTIES AGREE THAT ALL USE AND ACCESS TO THE SOLUTIONS DESCRIBED IN THIS PURCHASE AGREEMENT SHALL BE GOVERNED BY THE CARTEGRAPH SOLUTIONS AGREEMENT. THE PARTIES AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS PURCHASE AGREEMENT, THE CARTEGRAPH SOLUTIONS AGREEMENT, AND ALL OTHER AGREEMENTS AND ADDENDUMS SPECIFICALLY REFERENCED HEREIN. Cartegraph Systems LLC: 1—DocuSigned by: M By '-439C3A53C532492... (Signature) Mitch Bradley (Type or Print Name) Title: SVP of sales & Marketing Date: 6/7/2021 I 9:51 AM CDT Weld County: ATTEST: Weld By: (Signature) Steve Moreno (Type or Print Name) Chair, Board of Weld Title: County Commissioners Date: JUN 1 6 2021 Page 6 of 8 ty Clerk to the Board DocuSign Envelope ID: 389CF93F-5CEE-4488-8F41-843B58AA93CB Weld County / 5/6/2021 ADDENDUM A Solutions Support 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 - premises customers can then schedule a time to install the Service Pack with our Technical Support team 3. Hot Fixes Page 7 of 8 DocuSign Envelope ID: 389CF93F-5CEE-4488-8F41-843B58AA93CB Weld County / 5/6/2021 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 8 of 8 DocuSign Envelope ID: 389CF93F-5CEE-4488-8F41-843B58AA93CB Addendum B Services Scope of Work The Solutions Services listed in the Investment Summary of the Purchase Agreement are specific Cartegraph services which will be delivered to the Customer based on the descriptions below, and are subject to the limitations and terms and conditions set for the in the Purchase Agreement, and its reverence Addendums. Cartegraph will coordinate with the Customer on service delivery expectations and timeframes. Cartegraph — Scope of Work The scope of work includes the following professional services: Extended Support • Cartegraph will provide up to thirty-five (35) hours for post -production system development. The deliverables will be defined, and agreed upon, by both your and Cartegraph's project managers. Topics may include any of the following: o Project or implementation consulting o System configuration for your current products o Training Cartegraph will provide all services remotely via audio, video, and web conferences unless otherwise noted. Exclusions The following service items are not included in the scope of this project: Implementation or support of any custom modification or integration developed by Cartegraph, your internal staff, or any third -party is not included in the scope of this project unless specifically listed above. Data conversion services from other software system(s) or sources (including Cartegraph Navigator databases) are not included in the scope of this project unless specifically listed above. Any service items discussed during demonstrations, conference calls, or other events are not included in the scope of this project unless specifically listed above. Implementation of any asset builder templates if the Advanced User Tools extension is not owned. Customer/Cartegraph Responsibilities Project representatives from Customer and Cartegraph accepts responsibility for all aspects of project planning, management, and execution not specifically identified as the responsibility of Cartegraph in the Agreement or in the Purchase Agreement. Ongoing management of the day-to-day allocation of Customer and Cartegraph resources and management of project tasks is the responsibility of the Customer and Cartegraph project representatives. Customer and Cartegraph project representatives will provide overall guidance and direction for the project and will direct the project accordingly. Further, and with regard to the Cartegraph obligations listed in this Purchase Agreement, Customer understands that it is vital to the success of the project that Customer provides assistance in the following matters: Addendum B DocuSign Envelope ID: 389CF93F-5CEE-4488-8F41-843B58AA93CB 1. For those services listed under Field Services, Cartegraph personnel will conduct information gathering and evaluation sessions with various Customer Users and management. While Cartegraph respects the time and workload of Customer staff, dedicated time on the part of the appropriate Customer resources is necessary to complete these exercises. 2. The installation process requires the assistance of Customer personnel and suitable access to hardware and systems (e.g., security clearance). Customer is required to supervise the installation process while systems are accessible to Cartegraph. All hardware and software, for both personal computers and servers, is expected to be available, installed, and operating as specified in Cartegraph's system requirements documentation such that delivery and execution of Cartegraph Field Services will not be impeded. 3. Customer and Cartegraph understand that the successful performance of Field Services depends upon Customer fulfilling its responsibilities. The Project assumes that Customer will provide all personnel required to achieve a successful implementation, including a dedicated project manager responsible for reviewing the implementation scope of work, ensuring all attended meetings are attended by invited staff, and providing leadership and insight on all relevant internal issues such as policy/procedure, organizational structure, project stakeholders, technical architecture, data, and current systems. Customer responsibility also includes internal documentation, internal change management, task completion, staff coordination and schedule commitment. 4. Customer will provide Internet access and IT staff support as required. For those services that are web -based, Cartegraph utilizes WebEx Meeting (or similar) technology. 5. Customer shall ensure that their workstation platform and database meet Cartegraph system requirements as specified in the Cartegraph System Requirements documentation. Solutions will be supported within new versions of these workstation platforms and databases within a reasonable period of time from their release from their manufacturer. Cartegraph will discontinue support of its Solutions within older versions of these workstation platforms and databases as their support is discontinued by their manufacturers. 6. Customer agrees to work with Cartegraph to schedule Field Services in a timely manner. All undelivered Field Services shall expire 365 days from the execution of this Purchase Agreement, unless noted differently in Services Scope listed above. Upon expiration of services, the project may be cancelled at Cartegraph's discretion. Not -to -Exceed Purchase Agreement Cartegraph will not exceed the total included in this Purchase Agreement without written approval from Customer. In the event it becomes apparent to Cartegraph that additional Service will be needed due to any changes in the scope of this Purchase Agreement, Cartegraph will notify Customer prior to exceeding the approved efforts and obtain written approval if additional Services are required. Addendum B Contract Form New Contract Request Entity Information Entity Name* CARTEGRAPH SYSTEMS INC Contract Name* CARTEGRAPH SOW Contract Status CTB REVIEW Entity ID* x'00023614 New Entity? Contract ID 4832 Contract Lead* MTRLISLOW Contract Email mtruslow o.weld.co.us Contract Description* SOW FOR ASSISTANCE WITH CARTEGRAPH EXTENSION PROJECT Contract Description 2 Contract Type* STATEMENT OF WORK Amount* $ 7,400.00 Renewable* NO Automatic Renewal Grant IGA rtment INFORMATION TECHNOLOGY-GIS Department Email CM- InforniationTechnologyGIS{ weldgay.com rtment Head Email CM- InformationTechnalogyGi5- DeptHeadAveldgov,corn County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- C'OU NTYA I I O RN EYCQ WELDG OV,COM Parent Contract ID Requires Board YES Department Project # Requested C nda Due Date Date* 06,10 2021 06/ 14,.`2021 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note, the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in On&ase Contract Dates Effective Date Review Date* 12/31 /2021 Renewal Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver CONSENT Approval Process Department Head RYAN ROSE OH Approved Date 06'1©,2021 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 06,16,2021 Originator MTRUS LOW Committed Delivery Date Contact Type Contact Email Finance Approve CONSENT Expiration Date* 06 01 2022 Contact Phone 1 Purchasing 06=` 10, 2021 Finance Approved Date 06,10'2021 Tyler Ref # AG 061 621 Legal Counsel CONSENT Legal Counsel 06:10.2021 Contact Phone 2 Obn+r-ca c+ MEMORANDUM TO: Esther Gesick, Clerk to the Board May 24, 2021 FROM: Ryan Rose, Chief Information Officer SUBJECT: Cartegraph Annual Support Agreement Cartegraph Systems, LLC provides Weld County with software utilized by Public Works. This software is used by Public Works to help them manage their daily maintenance work for roads, bridges, etc. The attached agreement between the Board Of County Commissioners and Cartegraph Systems, LLC is to extend the software support. The cost for this request is $57,130.41, with a 3% year over year increase (total of $176,584.36), and was reviewed by Legal. We ask that the BOCC approve the agreement as submitted. Consen+ ArwIL ocoroaiai I ce2.4604--€-(-9 2021-1472 _L TOO to BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Cartegraph Systems, LLC DEPARTMENT: Information Technology PERSON REQUESTING: Ryan Rose, CIO DATE: 5/13/2021 Brief description of the problem/issue: Cartegraph Systems, LLC. provides Weld County with software utilized by Public Works. The software is used to help Public Works manage their daily maintenance work for roads, bridges, etc. This agreement is to extend our software support. What options exist for the Board? (include consequences, impacts, costs, etc. of options): The Board has the option of approving this agreement and continuing with the vendor's support or terminating it. Recommendation: This vendor specializes in this software. The first year of the three year agreement is an annual cost is $57,130.41, with a 3% year over year increase (total of $176,584.36). The expense was budgeted for in the 2021 budget cycle and the contract has been reviewed by Legal. Perry L. Buck Mike Freeman Scott K. James, Pro -Tern Steve Moreno, Chair Lori Seine Aoorove Schedule Recommendation Work Session Other/Comments: DocuSign Envelope ID: 0E599B22-D502-4F07-691F-BA852E3F5483 Weld County / 4/22/2021 Cartegraph Weld County Cartegraph Solutions Purchase Agreement PA#: PA -2956 Date Prepared: 4/22/2021 Date of Expiration: 6/4/2020 For any questions or assistance, please contact: Heather Henderson Account Manager Phone: (303) 359-8327 Mobile: +1 3033598327 Email: heatherhenderson@cartegraph.com Cartegraph Systems LLC 3600 Digital Dr Dubuque, IA 52003-8962 http://www.cartegraph,com Toll Free: (800) 688-2656 Phone: (563) 556-8120 Fax: (563) 556-8149 Page 1 of 12 DocuSign Envelope ID: 0E599B22-D502-4F07-691F-BA852E3F5483 Weld County / 4/22/2021 Purchase Agreement Cartegraph Systems LLC is pleased to present this Purchase Agreement for the implementation of world class technology solutions. This Purchase Agreement is made and entered into between Weld County (hereinafter referred to as "Weld County", or 'Customer") and Cartegraph Systems LLC (hereinafter referred to as Cartegraph). In the case that any terms or conditions provided in the Cartegraph Solutions Agreement differ from, are provided in more detail by, or are made irrelevant by the terms and conditions provided in this Purchase Agreement, the terms in this Purchase Agreement shall control. For all terms and conditions not addressed by this Purchase Agreement, the Cartegraph Solutions Agreement shall control. CUSTOMER ADDRESS: LICENSEE ADDRESS: Weld County 1111 H Street Greeley, CO 80632 Weld County 1111 H Street Greeley, CO 80632 The following Addend urns are attached to the Purchase Agreement and are incorporated by reference: ADDENDUM A - SOLUTIONS SUPPORT ADDENDUM B - Not Used ADDENDUM C - SOLUTIONS AGREEMENT can be found at https:/www,Cartegraph_com/solutions- agreement ADDENDUM D - Not Used ADDENDUM E - CARTEGRAPH OMS EDITIONS ADDENDUM F - Addendum to Cartegraph Solutions Agreement Page 2 of 12 DocuSign Envelope ID: 0E599B22-D502-4F07-691 F-BA852E3F5483 Weld County / 4/22/2021 Investment Summary The following section describes Purchase Agreement line items for Customer's Solution. Based on the core needs that have been identified and understanding the organization's budgeting and funding cycle, Cartegraph is providing the following Solution configuration. Term 1 - 6/4/2021 - 6/3/2022 - Subscription No. Product Code Quantity Price 1 OMS Plus OMSPLS 1 USD 21,585.45 2 Stormwater Domain DOM007 1 USD 5,772.48 3 Transportation Domain DOM008 1 USD 4,329.36 4 Asset Builder OMSABD 1 USD 962.08 5 Advanced Material Management OMSAMM 1 USD 481.04 6 OMS User OMSUSR 100 USD 24,000.00 Term 1 - 6/4/2021 - 6/3/2022 - Subscription TOTAL: Term 2 - 6/4/2022 - 6/3/2023 - Subscription USD 57,130.41 No. Product Code Quantity Price 1 OMS Plus OMSPLS 1 USD 22,233.01 2 Stormwater Domain DOM007 1 USD 5,945.65 3 Transportation Domain DOM008 1 USD 4,459.24 4 Asset Builder OMSABD 1 USD 990.94 5 Advanced Material Management OMSAMM 1 USD 495.47 6 OMS User OMSUSR 100 USD 24,720.00 Term 2 - 6/4/2022 - 6/3/2023 - Subscription TOTAL: Term 3 - 6/4/2023 - 6/3/2024 - Subscription USD 58,844.31 No. Product Code Quantity Price 1 OMS Plus OMSPLS 1 USD 22,900.00 2 Stormwater Domain DOM007 1 USD 6,124.02 3 Transportation Domain DOM008 1 USD 4,593.02 4 Asset Builder OMSABD 1 USD 1,020.67 5 Advanced Material Management OMSAMM 1 USD 510.33 6 OMS User OMSUSR 100 USD 25,461.60 Term 3 - 6/4/2023 - 6/3/2024 - Subscription TOTAL: Summary By Term - Includes Services & Subscriptions Page 3 of 12 USD 60,609.64 DocuSign Envelope ID: 0E599B22-D502-4F07-B91 F-BA852E3F5483 Weld County / 4/22/2021 Total Term 1 USD 57,130 41 Total Term 2 USD 58,844.31 Total Term 3 USD 60,609 64 Page 4 of 12 DocuSign Envelope ID: 0E599B22-0502-4F07-691F-BA852E3F5483 Weld County / 4/22/2021 Investment Notes: All pricing presented in this document is valid through the date of expiration. Any pricing concessions made are only applicable to this transaction and should not be assumed for future purchases. Purchasing the products presented in this document through any alternative procurement method other than that identified will require a revised price proposal which may include an associated price adjustment. Any applicable taxes are not included. Pricing does not include any applicable Esri ArcGIS licenses. All pricing is in U.S. Dollars ($USD). Pricing is valid through 6/4/2020 Cartegraph acknowledges no payment in excess of the amounts listed above in Exhibit will be made by County unless a "change order" authorizing such additional payment has been specifically approved by formal resolution of the Weld County Board of County Commissioners, as required pursuant to the Weld County Code. Any other provision of this Agreement notwithstanding, in no event shall County be liable for payment for services rendered and expenses incurred by Contractor under the terms of this Agreement for any amount in excess of the sum of the bid amount set forth in above Exhibit. Cartegraph acknowledges that any work it performs beyond that specifically authorized by County is performed at Contractor's risk and without authorization under this Agreement. County shall not be liable for the payment of taxes, late charges or penalties of any nature other than the compensation stated herein. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by the County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. Page 5 of 12 DocuSign Envelope ID: 0E599822-D502-4F07-B91F-BA852E3F5483 Weld County / 4/22/2021 Payment Terms and Conditions In consideration for the Solutions provided by Cartegraph to Customer, Customer agrees to pay Cartegraph the Fees in U.S. Dollars as described below: DELIVERY Upon execution of this Purchase Agreement, Cartegraph will provide the Solution Subscriptions and/or 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 Purchase Agreement. The payment for the initial term is due upon execution of the Purchase Agreement. Payment for any subsequent renewal terms will be due in annual installments 15 days prior to the anniversary of the initial term in the amount(s) that follow: • Term 1: $57,130.41 • Term 2: $58,844.31 • Term 3: $60,609.64 PAYMENT TERMS • All payments are due Net 30 days from start date of invoice. All payments are to be in U.S. Dollars. TERMINATION FOR NON -APPROPRIATION. For public governmental Customers, if funds are not appropriated or otherwise made available to support the continuation of its obligations under this agreement, this Contract will be terminated automatically as of the beginning of the period for which funds are not available. Customer shall provide sixty (60) days written notice to Cartegraph of such non -appropriation of funds, and this Agreement shall terminate, provided, however, that each party shall remain liable for all obligations accrued to the date of such termination. Page 6 of 12 DocuSign Envelope ID: 0E599B22-D502-4F07-891 F-BA852E3F5483 Weld County / 4/22/2021 Acceptance BY SIGNING BELOW, THE PARTIES AGREE THAT ALL USE AND ACCESS TO THE SOLUTIONS DESCRIBED IN THIS PURCHASE AGREEMENT SHALL BE GOVERNED BY THE CARTEGRAPH SOLUTIONS AGREEMENT THE PARTIES AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS PURCHASE AGREEMENT, THE CARTEGRAPH SOLUTIONS AGREEMENT, AND ALL OTHER AGREEMENTS AND ADDENDUMS SPECIFICALLY REFERENCED HEREIN. Cartegraph Systems LLC: p—OoeuSigiud by: By: (Signature) Mitch Bradley (Type or Print Name) Title: svP of Sales & Marketing Date:5/13/2021 I 1:55 PM CDT Weld County: By: (Signature) Scott K. James, Pro-Tem (Type or Print Name) Pro-Tem, Board of Weld Title: County Commissioners Date: JUN 0 2 2021 Page 7 of 12 oZoa-/ -/$7,,2 DocuSign Envelope ID: 0E599822-D502-4F07-B91F-BA852E3F5483 Weld County 14/22/2021 ADDENDUM A Solutions Support 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 Cartcgraph 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 - premises customers can then schedule a time to install the Service Pack with our Technical Support team 3. Hot Fixes Page 8 of 12 DocuSign Envelope ID: 0E599B22-D502-4F07-B91F-BA852E3F5483 Weld County / 4/22/2021 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 9 of 12 DocuSign Envelope ID: 0E599B22-D502-4F07-B91F-BA852E3F5483 Weld County / 4/22/2021 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 Dashboard / Home Screen Included Included Included Included User Management Included Included Included Included Role Management 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 Included Manager Included Included Included Layout Manager Included Included Included Import / Export Included Included Included Record Filter Administration Included Included Included Container / Component Included Included Included Included Embedded Maps Included Included Included Included Report Designer Included Included Included Integration Toolkit Option Option Included Cartegraph for Zapier Option Option Included Included Automation Manager Included Included Notification Manager Included Included Included Routing — Esri Identity Required included Included Included Included Geocode Options- Esri Identity Required Included Included Included Included Work Task Management Included Included Included Included Page 10 of 12 DocuSign Envelope ID:0E599B22-D502-4F07-B91F-BA852E3F5483 Weld County / 4/22/2021 Work Orders Included Included Task Calendar Included Included Included Included Scenario Builder Option Included Request Request Management Required w/ SeeClickFix Included included Included SeeClickFix Option Option Option Option Internal Requests Option Included Included Resources Resource Management (LEMV) Included Included Included Included Advanced Material Management Option ncluded Fleet Management Option Included Included Assets Asset Inventory By Domain/Asset By Domain/Asset By Domain/Asset By Domain/Asset Container / Component Included Included Included Included Preventative Maintenance Plans Included Included Included Asset Condition Manager / Advanced Inspections Required w/ Fleet Mgmt. Included Included Asset Builder Option Option included Page 11 of 12 DocuSign Envelope ID: 0E599B22-D502-4F07-691F-BA852E3F5483 ADDENDUM F ADDEDNDUM TO CARTEGRAPH SOLUTIONS AGREEMENT, DATED MARCH 28, 2018 THIS ADDENDUM is dated April 22, 2021, and contains terms intended to supersede and clarify the terms set forth in that certain Cartegraph Solutions Agreement, to which this Addendum is attached and incorporated by this reference. Section 6.1 is hereby amended to read as follows: 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. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year" Section 11.1 is hereby amended to read as follows: To the extent permitted by law, 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. Section 11.3 is hereby amended to read as follows: To the extent permitted by law, 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. Section 14.2 is hereby amended to read as follows: 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 DocuSign Envelope ID: 0E599B22-D502-4F07-B91F-BA852E3F5483 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. Contractor is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24- 72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Section 16 is hereby removed from Cartegraph Solutions Agreement Section 19 is hereby amended to read as follows: 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. 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. 2 DocuSign Envelope ID: 0E599B22-D502-4F07-891 F-BA852E3F5483 BY EXECUTING THIS ADDENDUM CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND CONDITIONS ON THE FOLLOWING PAGES IN ADDITION TO ANY EXHIBITS AND PURCHASE AGREEMENTS AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first stated above. ,GARI6GRAPH SYSTEMS LLC Hztel F.44141 By: Mitch Bradley Mitch Bradley SVP of Sales & Marketing ATTEST: dj„ J G: Jeit4•&k. BOARD OF COUNTY COMMISSIONERS Weld County Clerk to the Board WELD COUNTY, COLORADO BY 40,,0....,' Deputy trk to the 3 t K. James, Pro —Tern JUN 0 2 2021. aoo2i - /9%- Contract Form Entity Information New Contract Request Entity Name* CARTEGRAPH SYSTEMS INC Contract Name* CARTEGRAPH ANNUAL SUPPROT Contract Status CTB REVIEW Entity ID* C-00023614 ❑ New Entity? Contract ID 4811 Contract Lead* MTRUSLOW Contract Lead Email mtruslowCco.weld,co.us Contract Description* ANNUAL SUPPORT CONTRACT - 3 YEARS FOR TOTAL OF Si - 76,584.36) Contract Description 2 Contract Type* AGREEMENT Amount* 557,130.41 Renewable* YES Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InforrnationTechnologvGIS weldgov.corn Department Head Email CM- InformationTechnologyGlS- DeptHeadAweldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYA i I ORNEYWELDG OV.COM Requested BOCC Agenda Date* 06102 2021 Parent Contract ID Requires Board Approval YES Department Project # Due Date 05,29/2021 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in On Base Contract Dates Date Termination Notice Period Contact Information Contact Info Contact Name Contact Type Purchasing Purchasing Approver CONSENT Approval, Process Department Head RYAN ROSE DH Approved Date 05;°25x`2021 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 06/02a=2021 Originator MTRUSLOW Review Date* 03012024 Committed Delivery Date Finance Approver CONSENT Renewal Date* 06;'04:'2024 Expiration Date Contact Phone 1 Contact ne 2 Purchasing 05:25x`2021 Finance Approved Date 05/25,`2021 Tyler Ref AG 060221 Legal Counsel CONSENT Legal Counsel reed 05/25/2021 Hello