2022-631-E-County Mgr-AssetWorks-Appraisals & Software Access

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AssetWorks Complete Property Appraisal Solution Orange County, NC 15 SOFTWARE AND SERVICES AGREEMENT This Software and Services Agreement (“Agreement”) is effective , 20 (“Effective Date”) and entered into between AssetWorks Risk Management Inc. (“AssetWorks”), with offices at 400 Holiday Drive, Suite 200, Pittsburgh, PA 15220, and Orange County, North Carolina (“Client”), with a principal mailing address at P.O. Box 8181, Hillsborough, NC 27278. In consideration of the mutual covenants contained herein, the parties agree as follows: 1. Software as a Service, Maintenance, and Services. Subject to the terms and conditions of this Agreement and the payment of fees hereunder, AssetWorks will provide Client with appraisal, software, maintenance, and other related services (collectively, “Professional Services”) and the SaaS as follows: 1.1 Software as a Service. AssetWorks will provide Client with access, through a website or designated IP address, to its proprietary software identified on Schedule A (“Software”) which is maintained by AssetWorks in a hosted environment at a third party data center (“SaaS”). 1.2 Maintenance. 1.2.1 AssetWorks will provide: (i) support during normal business hours (9:00 a.m. to 5:00 p.m. ET, Monday through Friday, excluding legal holidays) relating to the operation of the Software and use of the SaaS and (ii) Updates to the Software as they are developed and made generally available (“Maintenance”). Requests for support may be submitted to AssetWorks by Client via email at: ampsupport@assetworks.com (or through other methods provided by AssetWorks). “Update” means the latest updates, modifications, and enhancements to the Software, including corrections of Errors, which relate to the operating performance of the Software. “Error” means a reproducible error in the Software which prevents use of the Software as described in the Documentation (defined in Section 2.1). 1.2.2 Maintenance does not include: (a) custom programming services; (b) on‐site support, including installation of hardware or software; (c) support of any software other than the Software accessed as part of the SaaS; (d) training; (e) expenses for third party products including, but not limited to, hardware and related supplies; (f) support of Client’s computer system, software, or hardware (e.g., computer equipment, servers, printers etc.) or third party software or hardware, including problems which arise therefrom. For clarity, AssetWorks is not responsible for errors or defects of Client or third party software or hardware. 1.3 Software Services. AssetWorks will provide Client with services including, but not limited to, data conversion, system configuration, training, consultation, custom reporting and other related services selected by Client and identified in Schedule A or a separate signed quote or statement of work (“SOW”) referencing this Agreement (“Software Services”). The Software Services do not include Maintenance. 1.4 Appraisal Services. 1.4.1 AssetWorks will provide Client with onsite property insurance valuation services and other professional services associated with property insurance and risk management (“Appraisal Services”) selected by Client and set forth in a SOW, subject to the payment of Appraisal Service fees. The SOW will set forth the relevant project details. Project completion will be upon delivery of the final reports, which final reports package will be delivered to Client electronically via the Software. Final report delivery occurs upon the earlier of: (i) acceptance of the preliminary reports by Client or (ii) ten (10) business days after the date of preliminary report delivery, at which time the DocuSign Envelope ID: 02EEC888-C962-4FC9-A4CA-BF568439A052