Agenda - 03-06-2025; 8-g - Contract Amendment with Farragut Systems, Inc. for Land Records Computer Assisted Mass Appraisal (LR CAMA) System Conversion Project

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DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED 52 resulting from, or attributable to any and all of their senior executives of the parties shall meet and enter individual acts or omissions to the extent allowable into further good faith settlement negotiations. If by law. such senior executives cannot resolve the Dispute within thirty(30)days,the parties agree to try in good 9.2 Remedies. As to Software which is subject faith to settle the dispute by mediation administered to a claim of infringement or misappropriation by a mutually agreed third-party mediator before specified in Section 9.1, Farragut may (a) obtain resorting to arbitration. If the parties do not reach the right of continued use of the Software for such solution within a period of sixty (60) days after Customer or (b) replace or modify the Software to engagement of a mediator, then, upon notice by avoid the claim. If neither alternative is available, either parry to the other, any Dispute shall be finally then, at the request of Farragut, any applicable settled by binding arbitration administered by a single Software license will terminate, Customer will stop arbitrator under the rules of the American Arbitration using the Software, and Customer will return to Association. The venue for any mediation or Farragut and/or destroy (including, without arbitration shall be in Durham County, North limitation, deleting all electronic copies in a manner Carolina. This Agreement shall be interpreted, that cannot be recovered), at Farragut's option, all construed, and governed by the laws of the State of copies of the applicable Software, and will certify in North Carolina, without regard to conflict of law writing to Farragut that such return and destruction provisions. has been completed. Upon Farragut's receipt of such certification, Farragut will give to Customer a 10.2 Time Limit. Neither mediation credit for the price paid to Farragut, less a under this section nor any legal action, regardless reasonable offset for use and obsolescence. of its form, related to or arising out of this Agreement may be brought more than two (2) 9.3 Exclusions. Farragut will not defend or years after the cause of action first accrued. indemnify Customer, and Farragut will not be liable to Customer, if any claim of infringement or 11. General Provisions. misappropriation: (a) results from Customer's design, alteration, modification, maintenance or 11.1 Entire Agreement. This support of Software, (b) results from the Agreement and the attachments, schedules and combination, operation or use of any Software exhibits hereto are the entire agreement and supplied hereunder with Customer or third party supersede all prior negotiations and oral equipment, devices or software to the extent such agreements. Farragut has made no a claim would have been avoided if the Software representations or warranties with respect to this were not used in such combination, (c) relates to Agreement, the Software, Software support or any any Customer products or services, or third party other services that are not included herein. This products or third party services, (d) failure of Agreement may not be amended or waived except Customer to use Software Maintenance Releases in writing signed by an officer of the party to be provided by Farragut to avoid infringement; or (d) bound thereby. There are no oral agreements arises from Customer-specified customization between the parties. work undertaken by Farragut or its designees in response to Customer specifications. 11.2 Preprinted Forms. The use of preprinted forms in connection with this Agreement 9.4 EXCLUSIVE REMEDIES. THIS SECTION is for convenience only and all preprinted terms 9 STATES THE ENTIRE LIABILITY OF and conditions stated thereon are void and of no FARRAGUT AND CUSTOMER'S SOLE AND effect. If any conflict exists between this EXCLUSIVE REMEDIES FOR INFRINGEMENT Agreement and any terms and conditions on a AND TRADE SECRET MISAPPROPRIATION. purchase order, acknowledgment or other preprinted form, the terms and conditions of this 10. Dispute Resolution. Agreement will govern and the conflicting terms and conditions in the purchase order, 10.1 Disputes and Demands. The acknowledgment or preprinted form will be void parties agree to attempt to resolve any controversy, and of no effect. The terms and conditions of this claim or dispute ("Dispute") arising out of or relating Agreement, including but not limited to this Section to this Agreement by means of good faith discussion 11.2, cannot be amended, modified or altered by and negotiation. In the event that a Dispute cannot any conflicting preprinted terms or conditions in a be resolved at the project level, then designated preprinted form. -7-