2022-522-E-Emergency Svc-Social Solutions Global-Case Management Software

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5 86.81. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. The Uniform Computer Information Transactions Act does not apply to this Agreement or orders placed under it.” 11. Section 12.12. Publicly. Section 12.12 is hereby deleted in its entirety and replaced with the following: “Client agrees that SSG may identify Client as a recipient of Services and use its logo in sales presentations, marketing materials and press releases, upon prior written approval from Client.” 12. Section 12.14. Insurance. A new Section 12.14 is hereby added as follows: “Insurance. SSG shall obtain, pay for, and maintain in full force and effect during the Term insurance coverages in the following types and amounts: (a) Commercial General Liability with limits no less than One Million Dollar ($1,000,000) per claim and Two Million Dollar ($2,000,000) in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring the activities of SSG under this Agreement; (b) Cyber Liability Insurance, including first party and third party coverage, with limits no less than Two Million Dollar ($2,000,000) per claim and Five Million Dollar ($5,000,000) in the aggregate for all claims each policy year; (c) Worker’s Compensation in at least the minimum amount required by applicable law; (d) Errors and Omissions/Professional Liability with limits no less than One Million Dollar ($1,000,000) per claim and Two Million Dollar ($2,000,000) in the aggregate for all claims each policy year; and (e) Umbrella/Excess Coverage for the insurance coverages required under this Section. Such Umbrella/Excess Coverage insurance shall provide for a limit of at least Five Million Dollars ($5,000,000) per occurrence excess of underlying insurance. (f) All insurance policies: (a) will be issued by insurance companies with a Best’s Rating of no less than A-VII; (b) provide that SSG gives Client at least thirty (30) days’ prior written notice of any cancellation or non- renewal of, or material change in, the coverage, scope or amount of such policy and SSG will furnish to Client evidence of insurance evidencing the required insurance coverages promptly upon Client’s written request. If underwritten on a claim made insuring agreement, all required insurance hereunder shall be maintained for a period necessary to cover any claim(s) made under the Agreement.” 13. Section 12.15. Transition of Client Data at Termination. A new Section 12.15 is hereby added as follows: “Transition of Client Data at Termination. Prior to termination of this Agreement or any Order Form, Client may access and download their Client Data at any time via the standard Services interfaces and reporting. Upon termination of this Agreement or any Order Form, should Client elect SSG’s assistance in the extraction of Client Data, including any attachments, data extraction fees shall apply to provide a standard SQL backup. Such data extraction fees will be the greater of (i) $250.00 per hour per SSG personnel or $2,500.00 but not to exceed $5,000.00 in total. In no event shall SSG be liable to retain Client Data or perform the extraction of Client Data for a period in excess of 90 days of the termination or expiration of the SaaS Services unless otherwise required by applicable law.” 14. Section 12.16. Responsibilities of the County. A new Section 12.16 is hereby added as follows: DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7