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HomeMy WebLinkAbout2021-036 Agreement- Cartegraph Solutions DocuSign Envelope ID:D10235EB-3D6C-4DAB-A079-9AD464674FF5 City of Ashland/7/20/2021 ctegph City of Ashland . . Cartgraph Solutions Purchase: A. reement g PM:PA-005080 Date prepared;7/20/2021 Date of Expiration:7/31/2021 For any questions or assistance,:please contact: Ben Skemp Manager of Account Management Phone:(563) 587-3358 Mobile:563-542-1558 Email:benskemp@cartegraph.com • Cartegraph Systems LLC 3600 Digital Dr Dubuque, FA 52003-8962 • http://www.cartegraph.com Toll Free: (800)688-2656 Phone: (563) 556-8120 Fax:(563)556-8149 Page 1 of 9 FORIWI #3 CITY OF ;.SHLAN t A request fora PwIi driasY Order REQUISITION Date of request: 1 06/16/2021 Required date for delivery: .Vendor Name Cartegraph Systems INC Address,City,State,Zip 3600 Digital Dr Contact Name&Telephone Number Dubuque IA 52003-8962 , Email address . Ben Skemp:benskemp@cartegraph.com SOURCING METHOD IE Exempt from Competitive Bidding 0 Invitation to Bid 0 Emergency O Reason for exemption: Date approved by Council: 0 Form#13,Written findings and Authorization IPI AMC 2.50 090(I)(2) _(Attach copy ofcouncil communication) 0 Written quote or proposal attached ❑ Written quote or proposal attached If council a..royal rewired attach co. of CC ❑ Small Procurement D Request for Proposal Cooperative Procurement Not exceeding$5,000Date approved by Council: 0 State of Oregon '❑ Direct Award (Attach copy of council communication) Contract# ❑ Verbal/Written bid(s)or proposal(s) 0 Request for Qualifications(Public Works) 0 State of Washington Date approved by Council: Contract# _(Attach copy of council communication) 0 Other government agency contract Intermediate Procurement 0 Sole Source Agency GOODS&SERVICES 0 Applicable Form(#5,6,7 or 8) Contract# Greater.than$5,000 and less than$100,000 0 Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written bids&solicitation attached 0 Form#4,Personal Services$5K to$75K Agency PERSONAL SERVICES Date approved by Council: 0 Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 Valid until: (Date) Agreement approved by Legal and approved/signed by O Less than$35,000,by direct appointment 0 Special Procurement City Administrator.AMC 2.50.070(4) O (3)Written proposals&solicitation attached 0 Form#9,Request for Approval 0 Annual cost to City exceeds$25,000,Council ❑ Form#4,Personal Services$5K to$75K 0 Written quote or proposal attached approval required.(Attach copy of council communication) Date approved by Council: Valid until: _ Date Description of SERVICES Total Cost Cartegraph licensing and support renewal through July 30,;2023 55,755:00 Item# Quantity Unit _ ( Description of MATERIALS Unit Price Total Cost FY22 El 47,255 FY23 48,500 FY22 FY23 086000.605700 $9,451.00 086000:605700 $9,700.00 TOTAL COST 081200.605700 $9,451.00 081200.605700 $9,700.00 $:', 081800.605700 $9,451.00 081800.605700 $9,700.00 • — — 111800.603200 $9,451.00 111800.603200 $9,700.00 082400.605700 $4,725.50 082400.605700 $4,850.00 —— 086500.605700 $4,725.50 086500.605700 $4,850.00 )actual expenditures. . 1 1T'Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this requisition form,l certify that the City's.public contracting requirements have been satisfied Employee: -.:I Department Elea ice°- Q a®® . . 21 rat: oat to,r greater than$5,000) Departni•nt Ma,.gerlSupervisor: City Manager: -- (Equal to or greater than$25,000) Funds appropriated for current fiscal year: YES /NO Finance Director(Equal to or greater than$5,000) Date Comments: Form#3-Requisition DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 • City of Ashland/7/20/2021 Purchase Agreement Cartegraph Systems LLC is pleased to present this Purchase Agreement for the irnplerrientatibn of world class technology solutions. This Purchase Agreement is made and entered into between City of Ashland (hereinafter referred to as"City of Ashland",or"Customer')and Cartegraph Systems LLC(hereinafter referred to as Certegraph). 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: City of Ashland City of Ashland 20 East Main Street 20 East Main Street Ashland,Oregon Ashland,Oregon 97520 97520 The following Addendums are attached to the Purchase Agreement and are incorporated by reference: ADDENDUM A-SOLUTIONS SUPPORT ADDENDUM B-SERVICES SCOPE OF WORK ADDENDUM C-SOLUTIONS AGREEMENT,CITY OF ASHLAND MODIFICATION DATED 07/21/21 ADDENDUM D-Not Used ADDENDUM E-Not Used • ADDENDUM F-Not Used • • • Page 2 of 9 DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 City of Ashland/7/20/2021 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 1-7/31/2021 -7/30/2022- Subscription , No. Product Code Quantity Price 1 Orange Advantage(36 Hours) CGORNGSML , 1 USD 6,100.00. 1 OMS Plus :OMSPLS I USD 15,655.00 2 Scenario Builder(option) OMSSCB 1 USD 1,000.00 3 Asset Builder(option) OMSABD 1 USD 500.00 4 ' Facilities Domain DOM001 ' 1 USD 0.00 5 Parks&RecreationDomain D0M004 1 USD 0.00 6 Sanitary Sewer Domain DOM005 1 USD 0.00 7 Signal Domain D0M006 1 USD 0.00 8 Stormwater Domain DOM007 1 USD 0.00 9 Transportation Domain DOM008 1 USD 0.00 10 Walkability Domain DOM009 1 USD 0.00 11 Water Distribution Domain DOM010 1 USD 0.00 12 OMS User OMSUSR 100 USD 24,000.00. 13' OMS On-Premise OMSONP 1 USD 0.00 Term 1-7/31/2021-7/30/2022-Subscription TOTAL: USD 47,255.00 Term 2-7/31/2022-7/30/2023- Subscription No. Product Cade Quantity Price 1 Orange Advantage(36 Hours) CGORNGSML 1 USD 6,100.00 1 OMS Plus OMSPLS 1 USD 16,135.00 2 Scenario Builder(option) OMSSCB 1 USD 1,030.00 3 Asset Builder(option) OMSABD 1 USD 515.00 r 4 Facilities Domain DOM001 1 USD 0.00 5 Parks&Recreation Domain DOM004 1 USD'0 00 6 Sanitary Sewer Domain DOM005 1 USD 0.00 7 Signal Domain DOM006 1 USD 0.00 8 Stormwater Domain DOM007 1 USD 0.00 9 Transportation Domain DOM008 1 USD 0.00 10 Walkability Domain DOM009 1 USD 0.00 11 Water Distribution Domain DOM010 1 USD 0.00 Page3of9 i DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 City of Ashland/7/20/2021 No. Product Code Quantity 'Price 12 OMS User OMSUSR 100 USD 24,720.00 13 OMS On-Premise OMSONP 1 • USD 0.00 Term 2-7/31/2022-7/30/2023-Subscription TOTAL:. . . USD 48,500.00 Summary By Term-Includes Services&Subscriptions Total Term 1 USD 47255.00 Total Term 2 USD 48,500.00 L • Page 4 of 9 • J i DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 City of Ashland/7/20/2021 Investment Notes: ▪ All pricing presented in this document is valid through the date of expiration.Any pricing concessions made areonly applicable to this transaction and should not be assumed for future purchases.• Purchasing the products presented in this document throughany 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 7/31/2021. r Page 5of9 DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 City of Ashland/7/20/2021 Payment Terms and Conditions In consideration for the Solutions provided by Cartegraph to Customer, Customer agrees to pay Cartegraph the ' Fees as described below: _ DELIVERY Upon execution of this 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: •Term 1:$47,255.00 •Term 2:$48,500.00 SOLUTION SERVICES INVOICING Invoicing for the Solutions Services shall occur upon the acceptance of this Purchase Agreement and be invoiced as follows: • Invoicing shall occur upon the execution of this Agreement. PAYMENT TERMS - • All payments are due Net 30 days from startdate of invoice. • All payments are to be in U.S. Dollars. Page 6 of 9 DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 City of Ashland/7/20%2021 Acceptance BY SIGNING BELOW,THE PARTIES AGREE THAT ALL USE AND ACCESS TO THE SOLUTIONS DESCRIBED IN THIS PURCHASE AGREEMENT SHALL BE GOVERNED BY THE CARTEGRAPH SOLUTIONS AGREEMENT.THE PARTIES AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS PURCHASE AGREEMENT,THE CARTEGRAPH SOLUTIONS AGREEMENT, AND ALL OTHER AGREEMENTS AND ADDENDUMS SPECIFICALLY REFERENCED HEREIN. Cartegraph Systems LLC: oocusignedby: Ci - ad$ f By. 43903A53C5324926: , (Signature) Mitch Bradley (Type or Print Name) Title: SVP of sales & Marketing Date: '7/27/2021 l 4:50 PM CDT City of Ashland: "'Ca!' By: (Signature) 41)±1 /dm is- ( ype r(Type or Print Name) Title: 6/ A4�Gyo� �� Date: 7/2.g./2_f Page 7 of 9 DocuSign Envelope ID:D10235E8-3060-4DAB-AC79-9AD464674FF5 City of Ashland/7/20/2021 ADDENDUM A Solutions'Support As part of the annual Solution Subscription fee identified in the above Investment Summary,Customer will receive the following support for the duration of the paid subscription Term. TECHNICAL SUPPORT 1. Campus-www.cartegraph.com/campus Our User Assistance area is a convenient and easily shareable resource designed to help you and your co-workers better understand the functions and capabilities of your.Cartegraph Solutions. Instantly access user tips,step-by-step guides,videos,and more. 2. Dedicated,Unlimited,Toll-free Phone Support-877.647.3050 and Live Chat When questions need answers and difficulties arise, count on our industry- leading Support team to provide the guidance and assistance you need'. Live Chat is available within the product or through Campus.Reach us as often as you need Monday-Friday,7:00 am-7:00 pm CT. 3. Secure, Live Remote Support If your challenge requires a more hands-on approach, we have the remote support tools to fix it. Let one of our Support Team members directly interact with your system to find a fast,effective solution. TRAINING & EDUCATION SUPPORT 1: Convenient Online Resources All the information you need,one click away.Take advantage of online training opportunities,tutorial videos,upcoming event information,and more. 2. Customer Led User Groups Meet and network with similar Cartegraph users in your region.Customer led User Groups allow you to find out.what other organizations are doing to get more from their Cartegraph solutions and services. RELEASES&UPGRADES 1. New Releases Be the first to know about all new Cartegraph releases, enhancements,and upgrades. Cartegraph is continuously innovating and enhancing the Cartegraph OMS collection of products and as a customer with an active subscription,you will receive each new release of the software. 1. Your cloud-hosted site will be automatically upgraded by our System Consultants after the release is available. This way, you'll experience increased system performance while gaining timely access to the latest features and functionality. 2. For your on Premises Installation,our Technical Consultants will work with your organization's IT staff to receive the latest software release in a timely manner. This way, you'll experience increased system performance while gaining prompt access to the latest features and functionality 2. Service Packs A Service Pack consists of lower-severity bug fixes and/or small platform updates. 1. If required, cloud-hosted sites will receive Service Packs as needed. These Service Packs are installed by the Cartegraph system Consultants. 2. On-premises customers that contacted Cartegraph Technical Support about an issue that is resolved with the Service Pack, will be provided the service pack for installation. These on- premises customers can then schedule a time to install the Service Pack with our Technical Support team Page 8 of 9 DocuSign Envelope'ID:D10235EB-3D6C-4DAB-A679-9AD464674FF5 City of Ashland/7/20/2021 3. Hot Fixes If an issue is determined to be a defect and falls outside the standard release cycle,Cartegraph will issue a hot fix and provide application specialists with detailed levels of product knowledge to work with you in achieving a timely and effective resolution. Cartegraph will provide the Support Services only to Customer, provided that Cartegraph reserves the right to contact any third party as necessary to facilitate the delivery of Support Services or other services relating to the Solutions. Said,support applies only to the most current version of the product and the previous version in succession. All Support Services are dependent upon the use by Customer of the Solutions in accordance with Cartegraph's documentation and specifications. Cartegraph is under no obligation to'modify the Solutions so that the modified Solutions would depart from Cartegraph's published documentation and specifications for such Solutions. Page 9 of 9 � I DocuSign Envelope ID:DlO235EB-3D6C-4DAB-AC79-9AD464674FF5. Addendum B Services Scope of Work The Solutions Serviceslisted 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: Orange Advantage' • Cartegraph will provide the following services On an annual basis,beginning July 31st,2021,for the duration of the contract terms:, o Up to thirty-six (36). hours of remote services 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: ■ ,Project or implementation consulting • System configuration for your current products ■ Training. 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 scopeof this project unless specifically listed above. • Data conversion services from other software systems)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:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 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 respect's 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 toe 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 Service§depends upon Customer fulfilling its.responsibilities. The Project assumes that Customer will provide all personnel required to achieve a successful imlementation,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 responsibilityalso 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. Customeragrees to work with Cartegraph to schedule Field Services in a timely manner. All undelivered Field Services shall expire 365 days fromthe 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 ServiceWill 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. .f Addendum B DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 • A DEN•DUM Co S'LLTVON - 5 AGREEMENT Last Modified:City of Ashland,07/20/21 • 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 Agreementsets 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 laterenter 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 DONOT 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 en initial Purchase Agreement under this Agreement and, unless earlier terminated as permitted herein,shall continue for period of two years (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. 2. SOLUTIONS. • 2.1 FUNCTIONALITY. DocuSign Envelope ID:Dl0235EB-3D6C-4DAB-AC79-9AD464674FF5 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-sublicen"sable subscription to allow employees and independent contractors of Customer(".Users")to access and use the Solutions,solely for purposes of Customers 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 Solutionsat any given time.If Customer has-purchased an.unlimited subscription,as indicated in the applicable Purchase Agreement all Users associated with Customer are permitted 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 throughthe 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 Solutionsby 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 willuse 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 Customers 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 behaltof Cartegraph to provide the Solutions"(the"Cartegraph Technology'),and theirstructure,organization,and underlying data,information,and source code;constitute valuable trade secrets of Cartegraph and its licensors.As a condition to the use of andsaccess 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 withihe operation or hosting Of the Cartegraph Technology. DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 2.5 THIRD PARTY OFFERINGS. Customer agrees and acknowledgesthat certain portions of the Solutions may be provided by,third-party providers. ("Third-Party Offerings").Customer's access to and use of any Third-Party Offering is also subject to any other agreement. separate from this Agreement that Customer may enter into(or may have entered into)relating to those Third-Party Offerings("Third Party Terms").In addition to the terms of this Agreement,access to and use of each Third-Party Offerings is also subject to the terms and conditions of any Third-Party Terms applicable to that Third-Party Offering. Except as set forth in this Agreement,any applicable Third-Party Terms will control in the event of a conflict between the terms of this:Agreement and those Third Party Terms.Except as expressly set forth in any Third-Party Terms,'You are granted no licenses or rights;whether by implication,estoppel,or otherwise,in or to any Third Party Offerings. 3: SERVICES. ' If Customer enters into a Purchase Agreement,including any applicable Addendum specifying any of the following Services,Cartegraph will use commercially reasonable efforts to provide those Services to Customer during the4ermof this Agreement.All such Services are provided subject to the terms and conditions of this Agreement.Cartegraph has no obligation te 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 wiltprovide 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 rightsto 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 Cartegreph'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 ifsuch 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. • DocuSign Envelope ID:D10235EB-3D6C=4DAB-A679-9AD464674FF5 0 Cartegraph will provide Customer with the data collection Services for the Solutions as specified in Addendum C if such Addendum is attached to a Purchase Agreement("Data Services").Data Services will be subject to scheduling in cooperation with Customer. 3.5 PROFESSIONAL SERVICES. Cartegraph will perform any additional professional Services relating to the Solutions('Professional Services")if specified in any written statement of work mutually agreed to by both parties under this Agreement.Cartegraph Will perform all Professional Services at the rates for those Professional Services set forth in each applicable'statement of work,or,if no. rates are set forth in an applicable statement of work,at Cartegraph's then-current rates for those Professional Services. Professional Services shall be performed during the.working hours stated in the statement of work applicable to those Professional Services;Or,if no working hours are stated,the Professional Services will be provided during the hours.of 7;00 a.m.to 7:00,p.m.,Central Standard or-Central Daylight Time,whichever is applicable,Monday through Friday excluding holidays. 4. SOFTWARE Cartegraph may provide Customer with software in connection with the Solutions("Software"),Unless any Software provided by Cartegraph in connection with the Solutions is subject to a license or other agreement separate from this • Agreement that Customer has entered into(or may enter into)with Cartegraph(a"Software License Agreement"), Cartegraph grants.Customer a limited,non-exclusive,non-transferrable;non=assignable,license solely to install and execute the Software in accordance with the instructions provided by Cartegraph for Customer's own internal use and operations inconnection 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 licensesor 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.IDi 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 ofaudit 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"). r - 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 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%per month or the maximum amount permitted under applicable law.If Cartegraph requires use of collection agencies,attorneys,or I � DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 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 imposedon the Services provided under this Agreement. ' 5.3 TAXES:. The Fees do not include any focal,state,provincial,federal or foreign takes,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 of the performance of either party under this Agreement excluding only Taxes based on Cartegraph's net income.If Cartegraph isfound.or deemed to have a legal obligation to pay or collect any Taxes for which Customer is responsible under this Agreement,the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Cartegraph with a valid'tax exemption certificate authorized by the appropriate taxing authority. 5.4 FEE INCREASES. Cartegraph may increase the Fees applicable to Customer to the then-current prices for the next Renewal Term by providing notice of such increase at least 60 days before the beginning of such Renewal Term:If after receiving such notice Customer wishes not to renew the Agreement for the next Renewal Term,Customer must provide written notice to , Cartegraph of Customer's intent:not to renew this Agreement at least 60 days before the end of the Initial Term or any such Renewal Term. 5.5 EXPENSES. Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Services.Reasonable . expenses include,but are not limited to,travel,lodging,and meals.Expenses are billed basedbn 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. DocuSign Envelope ID:D10235E6-3D6C-4DAB-AC79-9AD464674FF5 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 Payriment),6.4(Effect of Termination),7 (Ownership), 10(Disclaimer), 11(Indemnification),12(L'imitation on Liability),14(Confidentiality),15(Governing Law), 16 (Nom-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 IyCartegraph,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 of the Solutions("Transition Plan").Cartegraph will provide the Transition Services for the period agreed to in the Transition Plan,such period not to exceed 180 days following termination or expiration of this Agreement(the "Transition Period"),Customer will compensate,Cartegraph'for all Transition Services et 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 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. DocuSign Envelope ID:b10235EB-3D6C-4DAB-AC79-9AD464674FF5 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 parry 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. DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 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"CoveredServices")will not infringe any third party U.S.patent or copyright or misappropriate any third party trade secret in existence under any Laws of any state within the U.S.As Cartegraph's sole obligation and Customer's sole and exclusive remedy for of any failure by Cartegraph to comply with the foregoing sentence,Cartegraph will defend Customer against any such failure as set forth in Section 11.2. 10. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,THE SOLUTIONS AND ALL SERVICES UNDER,THIS AGREEMENT,AND ALL CARTEGRAPH DATA PROVIDED THROUGH THE SOLUTIONS OR THOSE SERVICES, ARE PROVIDED TO CUSTOMER STRICTLY"AS IS"AND"AS AVAILABLE AND CARTEGRAPH AND ITS PROVIDERS EXPRESSLY DISCLAIM,AND CUSTOMER DISCLAIMS ANY RELIANCE ON,ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD THERETO'OR TO ANY OTHER SUBJECT MATTER OF THIS AGREEMENT,WHETHER EXPRESS,IMPLIED OR STATUTORY,INCLUDING,WITHOUT LIMITATION,ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,MERCHANTABILITY,TITLE,NON- INFRINGEMENT,AVAILABILITY OR ERROR-FREE OPERATION.NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CARTEGRAPH,ITS EMPLOYEES,DISTRIBUTORS, DEALERS,OR AGENTS WILL INCREASE THE SCOPE OF,OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. 11 . INDEMNIFICATION. 11.1 GENERAL. TO the extent permitted by law,each party to this Agreement(the"Indemnifying Parry")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,negligence or willful misconduct of the Indemnifying Party in the performance(or failure to perforrri)any of its obligations under this Agreement.The Indemnifying Party will further pay those losses,liabilities,damages,fees,expenses,and costs(including reasonable attorneys'fees and court costs)("Losses")finally awarded against the other party or:One of its Related Parties in any Such Action or those Losses agreed to in a monetary settlement of such Action,as applicable. . . 11.2 NON-INFRINGEMENT. Cartegraph will defend Customer from and against any Action brought against Customer by a third party(other than a , Customer Related Party)that the use by Customer of the Covered Services infringes any U.S.patent,or copyright or misappropriates any trade secret in existence under.any Laws of any state within the U.S.Cartegraph will pay those Losses finally awarded against Customer in any such Action or those Losses agreed to in a monetary,settlement of such Action,as applicable.If Customer is;or Cartegraph reasonably believes Customer may be,enjoined from using any Covered Service due to an Action covered by this Section,Cartegraph may procure the right for Customer to continue using the Covered Service,replace or modify the Covered Service so that it becomes non-infringing,or terminate this Agreement and provide Customer a refund of any pre-paid amounts applicable to the Covered Service(if any). Cartegraph will have no obligation under this Section or otherwise with respect`to any Action or Losses in the case of:(a) any use of any Covered Service other than by Customer,(b)any use of,any Covered Service not under and in accordance with this Agreement;(c)any use of any Covered Service in combination with products,equipment,services, processes,software,data or information not supplied by Cartegraph;or(d)any modification of or enhancement to any Covered Service other than by Cartegraph.This Section constitutes Cartegraph's sole and exclusive liability,and Customer's sole and exclusive remedy,for any-infringement or misappropriation of IPR or any other rights relating'to the solutions. 11.3 BY CUSTOMER. j - DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 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 orallegation by a User or other third party relating to use of or access to the Solutions or any Services by Customer.Customer will only pay those Losses finally awarded against Cartegraph in any such Action or those Losses agreed to in a monetary settlement of such Action,as applicable. 11.4 CONDITIONS. All obligation of each party to defend orindemnify 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. CONTRACTOR TORT OR OTHERWISE,WILL NOT EXCEED THE FEES PAID TO CARTEGRAPH HEREUNDER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY. • CUSTOMER AGREES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT CARTEGRAPH WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE • LIMITATIONS ON ITS LIABILITY.IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED,CARTEGRAPH'S LIABILITY IS LIMITED TO THE,MAXIMUM EXTENT PERMITTED BY LAW. 13. INSURANCE. If Cartegraph will provide Services at Customer's location,Cartegraph will carry commercial general liability insurance with a limit of$1,000,000 per occurrence and a$2,000,000 aggregate limit,-business auto liability insurance with a limit of $1,000,000 and workers compensation insurance with statutory coverage. • 14. CONFIDENTIALITY. 14.1 PROTECTION. The parties expect to share information with eachother 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 es the Receiving Party protects its own confidential information of a similar nature and with no less than reasonable care. DocuSign Envelope.ID:D10235EB-3D6C-4DAS-AC79-9AD.464674FF5 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-isproprietary 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 y 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,oris 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 patty,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 patty personnel'to Whom such disclosure"was made. Each party agrees not to useany 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. • 1.4.3 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. ' 1 DocuSign Envelope ID:D1b235EB-3D6C-4DAB-AC79-9AD464674FF5 14.5 RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party's possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the request of the Disclosing Party or when such Confidential Information is no longer needed in connection with its performance under this Agreement,whichever comes first.At the Disclosing Party's request,the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with the foregoing obligations. 15. GOVERNING LAW. The interpretation of the rights and obligations of the parties under this Agreement,including,to the extent applicable,any negotiations,arbitrations or other proceedings hereunder,will be governed in all respects exclusively by the laws of the state/province Where the Customer has its principal place of business.Each party agrees that it will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state/provincial court in the state/province where the Customer has its principal place of business,and each party irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts. ' 16. NON-SOLICITATION. During the term of this Agreement and for a period of 12 months thereafter,Customer will not,directly or indirectly,for itself or on behalf of or in conjunction with any other third party,solicit,induce,hire,,contract with,or engage the employment of an employee of Cartegraph,unless,Customer:(1)obtains the prior written consent of Cartegraph,as applicable;and(2)pays Cartegraph as applicable a fee to be mutually agreed upon.If Customer directly employs or contracts with an employee of Cartegraph without the prior written consent of Cartegraph,Customer shall pay as damages 2 times the then yearly salary of the employee in question.The parties acknowledge and agree that the foregoing is not intended as a penalty of any kind bait as reasonable and adequate compensation to Cartegraph in the event Customer should directly employ or contract with an employee of Cartegraph without the prior written consent of Cartegraph. 17. FORCE MAJE.URE. 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 andagreement between the parties,and supersedes any oral or Written proposal,agreement or other communication between the parties.Except as expressly set } DocuSign Envelope ID:D10235EB-3D6C-4DAB-AC79-9AD464674FF5 forth in this Agreement,this Agreement may be modified or amendedonlyin 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 obligation's 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 feesand 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 48.0:F.R.§227,7202-1 through 227.7202-4,as applicable,the Solutions are provided to the Customer with onlythose 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.. 20. The following laws of the State of Oregon are hereby incorporated bylreference into this Agreement ORS 27911220, ORS 279B.230,and ORS 279B.235. 21. CYBER LIABILITY COVERAGE: CARTEGRAPH shall obtain and maintain throughout the term of this Agreement,at CARTEGRAPH'S sole expense,Cyber Liability and Technology Errors&Omissions insurance coverage With limits of not less than$1,000,000(one million U.S.dollars)covering any and all costs and expenses arising directly or indirectly out of ' CARTEGRAPH'S actions under this Agreement for-any of the following: (a) Breach;access to,or disclosureof any confidential or personal information of CUSTOMER,including but not limited to,personal identifying information,financial account details,protected health information(PHI),passwords,or other non-public.information;and (b) The loss of,damage to,corruption of,inability to access,or manipulationof date;and (c) Any damages for notification costs,credit monitoring expenses,forensic expenses,public relations expenses,or other loss;damage to CUSTOMER'S hardware or software;or related costs or expenses;and (d) Loss of use of CUSTOMER'S data,hardware,orsoftware. 22. OREGON TAX LAW. CARTEGRAPH'S compliance with tax law: 22.1 CARTEGRAPH represents and warrants to the CUSTOMER that: CARTEGRAPH shall,throughout the term of this Agreement,including any extensions hereof,comply with: - (a) All tax laws of the State of Oregon,including but not limited to ORS 305.620 and.ORS Chapters 316,317,and 318; (b) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to CARTEGRAPH; and • (c) Any rules,regulations,charter.provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. CARTEGRAPH,for a period of no fewer than six(6)calendar years preceding the Agreement Date,hap faithfully complied with: (a) All tax laws of the State of Oregon,including but not limited to ORS 305.620 and ORS Chapters 316,317,and 318; (b) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to.CARTEGRAPH; and (c) Any rules,regulations,charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. 22.2 CARTEGRAPH'S failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Agreement.