COLT  Dale County Commission  Commission Meeting Minutes - July 25, 2023  The Dale County Commission convened in a regular session Tuesday, July 25, 2023. The following members were present: Chairman Steve McKinnon; District One Commissioner Chris Carroll; District Two Commissioner Donald O. Grantham; District Three Commissioner Adam Enfinger; and District Four Commissioner Frankie Wilson. Chairman McKinnon called the meeting to order at 10:00am. Commissioner Wilson opened with prayer. Commissioner Grantham followed with the Pledge of Allegiance.  APPROVED - AGENDA, MINUTES, & MEMORANDUM OF WARRANTS Commissioner Carroll made a motion to approve the agenda, memorandum of warrants, and  minutes:  Agenda: add Memorandum of Understanding - EMA and SARCOA.  Memorandum of Warrants:  Accounts Payable Check Numbers 96682-9 96793. Payroll Check Numbers: 154921 - 154923. Direct Deposit Check Numbers: 425534 - 425677. Minutes: Commission Meeting of. July 11, 2023.  Commissioner Grantham seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes - July 25, 2023  Page2of4  APPROVED - PERSONNEL  Commissioner Enfinger made a motion to approve the following:  1. Gabriel Ring - Road & Bridge - Laborer IV- - New Hire  2. Keisha Johnson - Probate - Chief Probate Clerk - Education completion  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - PERSONNEL TRAVEL  Commissioner Wilson made a motion to approve the following:  1. Sheriff-A Adam Bruhn & Jimmy Peters - September 13-14, 2023 - Corrections Officers Jail  Training - Prattville, AL $500.50  Commissioner Grantham seconded the motion, all voted aye. Motion carried.  APPROVED - BOARD APPOINTMENTS = DALE COUNTY EXTENSION Commissioner Wilson made a motion to approve the following board appointment for the Dale County Extension office: Melissa Voynich to serve in the capacity of secretary (non- interim) for a 4-year term starting August, 2023 to represent Extension ex-officio on the  Ag-Plex Authority Place 4, Seat 1.  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - NOMINATIONS FOR COUNTY BD OF EQUALIZATION  Commissioner Wilson made a motion to approve a list of names with the final approval done  by the State.  Commissioner Grantham seconded the motion, all voted aye. Motion carried.  APPROVED - ACCA LEGISLATIVE COMMITTEE  Commissioner Carroll made a motion to approve Chairman Steve McKinnon to serve on the  ACCA Legislative Committee for the Dale County Commission.  Commissioner Enfinger seconded the motion, all voted aye. Motion carried.  APPROVED - EMS QUARTERLY DISTRIBUTION I- APRIL-JUNE, 2023  Commissioner Wilson made a motion to approve the quarterly EMS distribution for April-  June, 2023. See Exhibit 1.  Commissioner Carroll seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes - July 25, 2023  Page3of4  APPROVED - ARPA = SHERIFF OFFICE RENOVATION  Commissioner Grantham made a motion to approve an architectural construction agreement.  See Exhibit 2.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - AERIAL PHOTOGRAPHY SERVICE  Commissioner Carroll made a motion to approve an agreement with Eagleview for aerial  photography services. See Exhibit 3.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED -F REAPPRAISAL SERVICES  Commissioner Wilson made a motion to approve an agreement with Governmental Services  Alabama, LLC for reappraisal services. See Exhibit 4.  Commissioner Enfinger seconded the motion, all voted aye. Motion carried.  APPROVED - SOFTWARE AGREEMENT - REVENUE & REAPPRAISAL Commissioner Enfinger made a motion to approve Ingenuity, Inc. agreement amendments.  Exhibit 5.  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - ARPA- -I IAC REVIEW  Commissioner Carroll made a motion to approve a review of an ARPA project for a Dale Commissioner Grantham seconded the motion, all voted aye. Motion carried.  Medical Center parking lot.  APPROVED - MOU - EMA & SARCOA  Commissioner Wilson made a motion to approve a Memorandum of Understanding between  Dale County Commission's EMA and SARCOA. See Exhibit 6. Commissioner Carroll seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes - July 25, 2023  Page4of4  ANNOUNCEMENT - NEXT REGULAR MEETING  Chairman McKinnon announced that the next regular meeting of the Dale County Commission  will be Tuesday, August 8, 2023, at 10:00am.  ADJOURNMENT: CONFIRMATORY STATEMENT  Commissioner Enfinger made a motion to adjourn the meeting. Commissioner Grantham  seconded the motion. All voted aye. Motion carried.  Itis hereby ordered the foregoing documents, resolutions, etc., be duly confirmed and entered  into the minutes of the Dale County Commission as its official actions.  Steve McKinnon, Chairman    Exhibit 1  EMS FUNDS  April-June, 2023 Tag Fee Distribution  ARITON DALEVILLE ECHO LEVEL PLAINS MARLEY MILLS OZARK EMS  $ $ $ $ $ $  3,394.00 14,112.40 10,860.80 1,500.00 11,195.85 32,582.40 $73,645.45    Exhibit 1  s    5   3 3 w  S 46  5   wl  u    Exhibit 2  RESOLUTION FOR THE ALLOCATION OF AMERICAN RESCUE PLAN ACT  FUNDS FOR GOVERNMENT SERVICES  WHEREAS, Dale County, Alabama (the' "County") has received American Rescue Plan Act fiscal recovery funds ("ARPA funds") andi is charged with ensuring that such funds are expendedi in accordance with state and WHEREAS, under thel Final Rule published by the United States Department of Treasury dated. January 6, 2022, the County has elected to designate as standard allowance of up to $10,000,000 ofi its ARPA1 funds, nott to exceed the County's total ARPA1 funds award, as revenue replacement ('Revenue Replacement funds"); and  federal law; and  WHEREAS, the County may expend designated Revenue Replacement funds for govemment services, like WHEREAS, the Dale County Commission ("Commission') has previously contracted with Poly, Inc. to perform preliminary design services and cost estimates fori improvements tot the Sheriffs Office (the" Project");and WHEREAS, based upont the work product from Poly, Inc., the Commission has determined is a necessary, WHEREAS, the Commission desires to further engage Poly, Inc., top perform full architectural and design WHEREAS, the County has complied with all administrative requirements to engage Poly, Inc., pursuant to  improvements to County buildings; and  reasonable, and proportionate measure to proceed with the Project; and  services to facilitate the Project; and  state law andi federal guidelines relating toi the expenditure of Revenue Replacement funds. NOW, THEREFORE, BEI IT RESOLVED BY THE COMMISSION as follows:  1) 2) 3) 4)  The County hereby allocates up to $24,942.50 ofi its ARPA funds, designated as Revenue  Replacement funds, to facilitate the government services set forth herein; tov wit: costs to Poly, Inc. for preliminary  and full design services needed to complete the Project.  The County hereby resolves to enter into a contract with Poly, Inc. for full design services oft the Upon the execution oft the funding agreement, the County Administrator is hereby authorized to The ARPAI Program Director is charged with ensuring that Revenuel Replacement funds allocated  Project in substantially the same form as attached hereto as Addendum 1.  expend ARPA funds for costs oft thel Project.  and expended to provide these government services will not! be usedi in such a way as to frustrate COVID-19 mitigation guidance issued by the Centers for Disease Control, orf for any other use prohibited byt the Final Rule or  any applicable state orf federal law.  5)  Expenditure of these funds, as authorized byt this Resolution, shall be contingent ont the continued  appropriation and availability of ARPAI Revenue Replacement funds for this purpose andi in no event shall be used for IN WITNESS WHEREOF, the Dale County Commission has caused this Resolution to be executed in its  any expenses not obligated by December 31, 2024, and expended by December 31, 2026.  name and oni its behalf byi its Chairman on the 25th day of July, 2023.  sh  M5 Steve Mckinnon, Chetfman    Exhibit 2  POLY  Attn: Mr. Stevel McKinnon, Chairman Dale County Commission 202ALHWY123 Ozark, AL36360 334-774-6025 mckimmons5/@yahocom  Re: Proposal for "For Construction". A/E Services for Renovation ofl Dale County Sheriff's Department  Date: July 10,2023 Dear Mr. McKinnon,  Thank you for allowing POLY (Architect) to submit a proposal to provide "For Construction" Architectural/Engmneering Services to You (Client). We: are submitting our fee proposal describing the Scope  ofWork, Description of Services, and Compensation for your approval.  I.  Scope of Work  The Architect understands the project as follows:  The Client intends to make interior improvements to thel Dale County Sheriff's Department. The Architect with thei input of the Client has performed Preliminary Architectural Services to come up with an overall scope for the project. A Client-approved preliminary floor plan that defines the  project scope has been created and is attached with this letter.  II.  Description of Services  The following services will be provided by the Architect as part ofh his Basic Services:  1. Construction Document Phase  a. Prepare final drawings and specifications ready for construction based on the drawings drafted by the Architect which were previously approved by the Owner.  2. Procurement Phase  a. Develop and publish the Invitation for Bids. b. Distribute Bid Documents. Conduct Pre-bid Conference. d. Issue appropriate Addendums. Receive and open bids. Tabulate Bids. Prepare Construction Contract.  1935 Headland Avenue Dothan, Alabama 36303  Ph3 334.793.4700 Fax 334.793.9015 wwwhinc.om  Post Oflice Box 837 Dothan, Alabama 36302    Exhibit 2  3. Construction Phase  a. Observe and review the Contractor's performance of the work. b. Respond to questions about the Contract Documents. Maintain aj project record. d. Review shop drawings and submittals. Review. Applications and Certifications for payment by the Contractor. Administer Contract Change Orders. On-Site Visits at appropriate times during construction.  Reimbursable Expenses  The following items are listed as Reimbursable Expenses should the Architect provide them:  1.1 Newspaper Advertisement Cost  Excluded Services  The following Services are excluded from the Architect's! Scope of Services but may be provided by the  Architect as Supplemental Services with prior approval from the Owner: Furniture, Fixtures and Equipment (FF&E) Design Interior Finish Selection Boards III. Compensation  POLY proposes compensation fort the above mentioned services for the following amount:  Service  Fee $ 15,000 $ 2,500 $ 2,500 20.000  Construction Document Phase Services Procurement Phase Services Construction Phase Services Total A/E Fee:  2of3    Exhibit 2  Ifyou find this Proposal for Preliminary Architectural. / Engineering Services acceptable, the Architect will  forward an Owner/Architect. Agreement to the Owner for review ands signature.  Thank you for allowing us to submit this Proposal.  Sincerely, Poly, Inc:  Cbaybr m. Willes  Clayton M. Wilks, AIA Principal Architect Poly, Inc.  3of3    Exhibit 2  a : 8 eR N R MKN & 8ENa *W  o  e  MOONOS e  o jo  oj  Do  jo jo    Exhibit 2  Document  - 2017  OAIA  B105'  Standard Short Form of Agreement Between Owner and Architect  AGREEMENT: made as of the (In words, indicate day, month and) year.) BETWEEN the Owner: (Name, legal status, address and other information) Dale County Commission 202 ALI HWY 123 Ozark, AL36360 334-774-6025 andt the Architect: Poly, Inc. 1935 Headland. Avenue Dothan, AL: 36303 334-793-4700 for the following Project: (Name, location and detailed description) Sheriff's Department Location: 113 West Reynolds Street, Ozark, AL The Owner and Architect agree as follows.  day of  int the year 2023  ADDITIONS AND DELETIONS: The author oft this document has addedi information needed fori its completion. The author may also have revised the text oft the original AIA standard form. An Additions and Deletions Reportt thatr notes added information as wella asr revisionst toth the standard form texti is available from the author ands should ber reviewed. A verticall linei int thel left margin oft this documenti indicates wheret the author has addedr necessaryi information andv where the author has addedt toor deletedf from the original AIA1 text. This document hasi important legal consequences. Consultation with an attorneyi is encouraged" with respect toi its completion or modification.  (Name, legal status, address and other information)  "For Construction" Archrectura/engineerng Services for Renovation ofl Dale County  AIAD Document B105- 2017. Copyright @ 1993, 2007 and2 2017. Allr rights reserved. TheA American! Institule of Architects," "American institute ofA Architects," "AIA," Init. the AIAL Logo, and" "AIA Contract Documents" arer registered trademarks ofT The American! Institute of Architects." Thiso document wasp produced at 15:14:10ET on 1 07/21/2023 under Order No.2114410787 whiche expires ond 02/22/2024, isn notf forr resale, isli licensedf for one-timet usec only. andr may only beu usedk in accordancev with  I theA AIA Contract Documents" Terms ofs Service. Tor report copyright violations, e-mail onio@aaconnads.com.  User Notes:  (1934120803)    Exhibit 2  ARTICLE 1 ARCHITECT'S RESPONSIBILITIES  The Architect shall providc architectural scrviccs fort thc Projcct as described in this Agrcement. Thc Architcct shall perform its services consistent witht the professional skill and care ordinarily provided bya architects practicingi ini the same ors similar locality undert the samc or similar circumstances. The Architect shall perform its scrvices as expeditiously: as is consistent with such professional skill and care andt the orderly progress oft the Project. The Architect shall assist the Owner inc determining consulting services required for the Projcct. Thc Architect's services As described in the Proposal Letter dated. July 10, 2023, which is adopted and incorporated as ifset forth herein. During thel Design Phase, the Architect shall revicw the Owner's scope of work, budget ands schedule and reach an understanding witht the Owner oft the Project requirements. Based on the approved Project requirements, the Architect shail developa a design, which shall bes set forth in drawings and other documents appropriate for the Project, Upon thc Owner's approval of the design, the. Architect shall prepare Construction Documents indicating requirements for construction oft thel Project and shall coordinate its services with any consulting services the Owner provides. The Architect shalla assist the Owneri in filing documents required fort the approval ofg governmental: authorities, in obtaining During the Construction Phase, the. Architect shall act as the Owner's representative and provide administration of the Contract between the Owner and Contractor. The extent oft the Architect's authority and responsibility during construction is described in AIA Document AIO5TM-2017, Standard Short Form of Agreement Between Owner and Contractor. Ift the Owner and Contractor modify AIA Document. A105-2017, those modifications shall not affect the Architect's services under this Agreement, unless the Owner and Architect amend this Agreement. The Owner shall provide full information about the objectives, schedule, constraints and existing conditions ofthe Project, ands shall establish a budgct that includes rcasonable contingencics and meets the Projcct requirements. The Owner shall provide decisions and furnish required information: as expeditiously as necessary for the orderly progress oft the Project. The Architect shall be entitled to rely on the accuracy and completeness of the Owner'si information. The Owner shall furnish consulting services not provided by the Architect, but required for the Project, such as surveying, which shall include property boundaries, topography, utilities, and wetlands information; geotechnical engineering; and environmental testing serviccs. Thc Owners shall cmploy a Contractor, cxpericnced int the typc of Project to be constructed, to perform the construction Work and to provide price information. Drawings, specifications and other documents prepared by the Architect are the Architect'sl Instruments of Service, and are fort the Owner's use: solely with respect to constructing the Project. The Architect shall retain all common law, statutory and other reserved rights, including the copyright. Upon completion oft the construction oft thcl Project, provided that the Owners substantially performs its obligations under this Agreement, the Architect grants tot the Owner al license to use the Architect's Instruments of Service as a reference for maintaining, altering and adding to the Project. The Owner agrees toi indemnify the. Architect from all costs and expenses relatedt to claims arising from the Owner's use oft the Instruments of Service without retaining the Architect. When transmitting copyright-protected information for use ont the Project, the transmitting party represents thati itis either the copyright owner oft the information, or has permission from the copyright owner tot transmit the information for its use on thc Projcct. Int the event oft termination, suspension or abandonment of the Project by the Owner, the Architect shall be compensated for services performed. The Owner's failure tor make payments in accordance with this Agreement shall be considered substantial nonperformance and sufficient cause for the Architect tos suspend or terminate: services. Either the Architect ort the Owner may terminate this Agreement after giving nol less than seven days' written notice if thel Project is suspended for more than 90 days, ori ifthe other parly subslantially failst to perform in accordance with the terms oft this Agreement. Except as otherwise expressly provided herein, this Agreement shall terminate one ycar  include the following consulting services, ifany:  bids or proposals, and in awarding contracts for construction.  ARTICLE 2 OWNER'S RESPONSIBILITIES  ARTICLE 3 USE OF DOCUMENTS  ARTICLE 4 TERMINATION, SUSPENSION OR ABANDONMENT  from the date of Substantial Completion.  Init. AIA Document B105- 2017. Copyright e 1993, 2007 and2 2017. All rights reserved. "The American Institute ofA Architects," "American Institute of Architects."AIA, the AIAL Logo, and" "AIA Contract Documents" arer registered trademarks of The American! Institute of Architects. This document was produced at1 ina 15:14:10ETon 2 07/21/20231 under Order No.2114410787 whiche expires on 02/22/2024, isr not forr resale, is! licansed ford one-lime use only, andr may only beu usedi accordance with  I the AIA Contract Documents Terms of Service. Toreport copyright violations, e-mail doamlogaacontacis.com.  User Notes:  (1934120803)    Exhibit 2  ARTICLE 5 MISCELLANEOUS PROVISIONS  This Agreement shall be governed byt the law oft thep place where the Project is located. Terms int this Agreement shall have the same meaning as those in AIA Document A105-2017, Standard Short Form of Agreement Between Owner and Contractor. Neither party to this Agreement shall assign the contract as a whole without written consent oft the Nothing containedi in this Agreement shall create a contractual relationship with, or a cause ofa action in favor of,a The Architects shall have noi responsibility for the discovery, presence, handling, removal or disposal of, or exposure of  other.  third party against either the Owner ort the Architect.  persons to, hazardous materials or toxics substançes in any form at the. Project site. ARTICLE 6 PAYMENTS AND COMPENSATION TO THE ARCHITECT The Architect's Compensation shall be: As described in thel Proposal Letter dated July 10,2 2023. Thei initial payment shall be credited tot the final invoice.  The Owner shall pay the Architect ani initial payment of zero ($ 0.00 )asaminimum payment undert this Agreement. The Owners shall reimburse the. Architect for expenses incurred int the interest oft thel Project, plus five percent(5 %). Payments are due and payable uponr receipt oft the Architect's monthly invoice. Amounts unpaid ninety ( 90 )days aftert the invoice date shall bear interest from the date payment is due at the rate of the Prime Interest Rate plus one percent( Prime+1 %) ,ori int the: absence thereof, att thel legal rate prevailing at the principal place of business ofthe At the request oft the Owner, the. Architect shall provide additional services not included in Article I for additional compensation. Such additional services mayi include, but not be limited to, providing or coordinating serviçes of consultants not identified in Article l;revisions due to changes in the Project scope, quality or budget, or due to Owner-requested changes in the approved design; evaluating changes in the Work and Contractors' requests for substitutions ofr materials or systems; providing services necessitated by the Contractor's failure to perform; and the extension ofthe Architect's, Article 1 services beyond twelve (1 12 )months oft the date ofthis Agreement through no  Architect.  fault oft the Architect. ARTICLE7 OTHER PROVISIONS  (Insert descriptions ofothers services and modifications to the terms of this Agreement.) This Agreement entered into as oft the day andy year first written above.  Exhibit A- ARPA Terms and Conditions is attached and shall be incorporated into the terms of this agreement.  g OWNER (Signature) Steve McKinnon, Chairman (Printed name and title)  Ch m. wila ARCHITECT (ignature) Clayton M. Wilks, Principal Architect (Printed name, title, and license number, ifrequired)  AIA Document! B105 2017. Copyright e 1993, 2007 and2 2017. Allr rights reserved. The American! Institute ofA Architects," "American Institute ofA Architects," "AIA. Init. theA AIAL Logo, and AIA Contract Documents" arer registered trademarks of The American Institute ofA Architects. This documenty was produced at 15:14: 10ET on 3 07/21/2023 under Order No.2114410787 which expires ond 02/22/2024, isnot for resale. isl licensed forc one-limeu useo only, andr may onlybe usedi ina accordance with  L the AIA Contract Documents* Terms ofs Service." Tor report copyright violations, e-mail doahiogaancontacis.com  User Notes:  (1934120803)    Exhibit 2  Additions and Deletions Report for AIA Document B1050-2 2017  This Additions and! Deletions Report, as defined onp page 1oft thea associated document, reproduces belowa alit textt the author! has added tot thes standard form AIA documenti inc ordert toc completei it, asv well asa any textt thea authorr may have added too ord deletedi fromt thec original AIA text. Added texti iss shown underlined. Deleted texti isi indicated with al horizontal line through the original AIAI text. Note: This Additions and Deletions Reportis is provided fori information purposes only andi isr noti incorporated into or constitute any part ofthea associated AIA document. This Additions and Deletions Report andi its associated documenty were generated simultaneously by  AIA software at1 15:14:10E ET on 07/21/2023.  PAGE1  AGREEMENT made as oft the Dalc County Commission 202 ALIIWY123 Ozark.AL36360 334-774-6025 Poly,Inc. 1935 Headland Avenue Dothan. AL36303 334-793-4700  day of  int the year 2023  "For Construction" ArhitectualEnginering Services for Renovation of Dale County Sheriff's Department As described in thel Proposal Letter dated. July 10. 2023. which is adopted and incorporated as ifs set forthl herein.  Location: 113 West Reynolds Street, Ozark, AL  PAGE2 PAGE3  As described in the Proposal Letter dated. July 10. 2023. The initial payment shall be credited lo the final invoice.  The Owner shall pay the Architect: ani initial payment of zero ($ 0.00)asaminimum; payment undert this Agreement. The Owner shall reimburse the Architect for expenses incurred int the interest oft the Project, plus five percent(5_%). Payments are due and payable upon reccipt of the Architect's. monthly invoice. Amounts unpaid ninety_ 90) days after thei invoice dates shall bear interest from the date payment is due at the rate of the Prime Interest Rate plusone percent( Prime +1%) ,ori in the absence thereof, att thcl legal ratc prevailing at the principal place oft business ofthe At the request oft the Owner, the Architect shall provide additional services not included in Article L for additional compensation. Such additional services may include, but not be limited to, providing or coordinating services of consultants not identified in Articlc 1; revisions due to changes in the. Projcct scope, quality or budget, or due to Owner-requested changes in the approved design; evaluating changes in the Work and Contractors" requests for substitutions ofr materials or systems; providing services necessitated by the Contractor's failure to perform; and the Additions and Deletions Reportf for AIA Document B105- 2017. Copyright 01 1993. 2007 and2 2017. Allir rights reserved. "The American Institute of Architects. of Archilects," "American Institute of Architects." "AIA," the AIAL Logo, and" "AIA Contract Documents" arer registered trademarks of The American! Institute document was produceda at 15:14:10E ET ond 07/21/2023 under Order No.2114410787 which expires on 02/22/2024, is not for resale, is licensed ford one- -time use only, andr may only be usedi ina accordance witht the AIA Contract Documents" Terms ofs Service. Tor report copyright violations, e-mail docinlo@alacontracisc com.  Architect.  This 1 (1934120803)  User Notes:    Exhibit 2  extension oft the Architect's Article 1 services beyond twelve ( 12) months oft thec date oft this Agreement through no  fault of the Architect.  Exhibit A - ARPA Terms and Conditions is attached and shall bei incorporated into the terms oft this agreement.  Steve McKinnon, Chairman  Clayton M. Wilks. Principal Architect  Additions andD Deletions Reportf for AIAD DocumentE B105- 2017. Copyright 01 1993, 2007 and2 2017>. Allri rights reserved. "The American Institute afArchitects," "American! Institute of Architects," AIA," theA AIAL Logo, and" "AIA Contract! Documents" aret trademarks ofl TheA American Institute ofA Architects. This draft was produceda at1 15:14:10ET ono 07/21/2023 under Order No.2114410787 whiche expires ono 02/22/2024, is notf forr resale, isl licensedf for one-li time useo only, andr mayonly beu usedi ina accordances witht the AIA Contract Documents" Terms of Service. Tor report copyright violations, e-mail docinlo@eiacontracis.c com.  2  User Notes:  (1934120803)    Exhibit 2  Certification of Document's Authenticity AIA8 Document D401TM.-2003  I,Clayton M. Wilks, hereby certify, to the best of my knowledge, information and belief, that created the attached final documents simultaneously withi its associated. Additions and Deletions Report and this certification at 15:14:10 ET on 07/21/2023 under Order No. 2114410787 from AIA Contract Documents software and that inj preparing the attached final document I made no changes to the original text of AIA* Document BI05TM-2017, Standard Short Form of Agreement Between Owncr and Architect, other than those additions: and deletions showni int the associated  Additions and Deletions Report. mt  7. wlhy  frincipal Architect (Title)  (Dated) 7aular  AIAD Document D401 2003. Copyright 01 1992a and2 2003. Allrights reserved." "The American! Institute ofA Architects," "American! Institute of Architects," ""AIA,"the AIA Logo, and" "AIAC Contract Documents" aret trademarks ofT TheA American Institute of Architects. This document was praduced at1 15:14:10ET on 07/21/2023 under 1 Order No.2114410787) whiche expires on 02/22/2024, is nol forn resale, is licensed forc one-lime use only, andr may onlyt be usedi ina accordance with lhe AIA Contract  Documenls" Terms of Service. Tor report copyrighty violations, e-mail docnio@alaconiaciscom  User Notes:  (1934120803)    Exhibit 3  /eagleview  CUSTOMER NAME: Dale County, AL CUSTOMER. ADDRESS: 101 Court Square, Ozark, AL. 36361 CUSTOMER PHONE:334-774.2226 CUSTOMER E-MAIL: coutawi@cemtuyte.net  MASTER SERVICES AGREEMENT  This Master Service Agreement ("Agreement") is entered into by and between the Customer identified above ("Customer"): and Pictometry International Corp. dbal EagleView, a corporation formed under the laws oft the State of Delaware, withi its principal place oft business at 251 Methodist Hilll Drive, Rochester, NY 14623(EagleView). This Agreement is effective as of the date Customer signs the Order Form and will remain in effect during the Term, as defined below or untilt terminated as provided in this Agreement. In the event ofa conflict between the terms ofthis Agreement and an Order Form, the Order Form shall prevail. Customer and EagleView may be referred to individually as "Party" and/or collectively as "Parties". EagleView shall provide the Product(s) and/or Service(s) in accordance with and subject tot the conditions oft this Agreement during the applicable Term as defined below.  GENERAL TERMS AND CONDITIONS  1. DEFINITIONS the Product(s) and/or Service(s). Services are available to Customer.  1.1. "Account" means an account created for Customer by EagleView for the purpose ofproviding access to 1.2. "Activation" means the point in time where Customer has access to an Account and the Products and/or 1.3. "Authorized User" means: (i) any employee or elected or appointed official of the Customer authorized by Customer to use the Service; (ii) any additional users as may be defined in an Order Form (such as governmental subdivisions and their employees or elected or appointed officials ift the Order Form indicates that governmental subdivisions are included) all ofv whom are considered to be agents of Customer for the purposes of Section 1.3; or (iii)a contractor of Customer (so long as Customer gives written notice of its intent to use such contractor to EagleView prior to being granted access to the Service and, unless EagleView expressly waives such requirement for any individual, has entered into a written agreement with EagleView authorizing such access). 1.4. "Confidential Information" means any non-public information that is identified as or would be reasonably understood to be confidential and/or proprietary as disclosed by al Party ("Discloser") to another Party ("Recipient"). Confidential Information of EagleView includes, buti is not limited to: (a) the Product(s) and/or Service(s) including any related software code and. Documentation; (b) the terms oft this Agreement including all Order Forms and statements of work as applicable and related pricing, to the extent Customer is not required to disclose this information under al Freedom ofl Information Act type obligation, and (c) EagleView'si roadmaps, product plans, product designs, architecture, technology and technical information, security audit reviews, business and marketing plans, and business processes, however disclosed. Confidential Information shall not include information that was (a) at the time ofdisclosure, through no fault oft the Recipient, already known and generally available to the public; (b) at thet time of disclosure to Recipient already rightfully known to the Recipient without any obligation ofconfidentiality; (c) disclosed tot the Recipient by a third party whol had the right to make the disclosure without any confidentiality restrictions; or (d) independently developed by the Recipient without access 1.5. "Documentation" means the materials describing the features and functions oft thel Product(s) and/or  to or use oft the Discloser's Confidential Information. Service(s) as may be updated from time tot time by EagleView.  ALI Dale County  LC-100040420235-07-11  Lof16    Exhibit 3  € eagleview  1.6. "Fee" means the fees charged by EagleView for the Product(s) and/or Service(s) asi identified in an Order 1.7. "Intellectual Property Rights" means all worldwide intellectual property rights whether registered or unregistered including copyrights, patents, patent applications, trademarks, service marks, trade secrets, and all other 1.8. "Malware" means any software program or code intended tol harm, destroy, interfere with, corrupt, or cause undesired effects on program files, data. or other information, executable code. or application software 1.9. "Order Form" means a mutually agreeable order describing the Product(s) and/or Service(s) purchased by Customer. The Parties may enter into several Order Forms with each Order Form made part ofthis Agreement. 1.10. "Products and/or Services" means EagleView's proprietary products and/or services and/or content identified in an Order Form and developed and owned by EagleView, its Affiliates (its directors, officers, employees, agents, representatives, advisors, and persons or entities which are controlled by or are under common  Form or ani invoice issued by EagleView.  proprietary rights. macros.  control with EagleView) and/or their licensors.  2.A ACCESS. AND USE OF THE PRODUCT(S) AND/OR SERVICE(S)  2.1. Access to thel Product(s). and/or Service(s). Subject to Customer's compliance with the terms of this Agreement, EagleView hereby grants to Customer the right to access and use the Product(s) and/or Service(s) identified on an Order Form(s) for its internal business purpose on a limited, revocable, non-exclusive, non- transferable basis in accordance witht the scope ofusei identified in the Order Form. Unless a different term oft the license grant to a Product is set forthi in an Order Form, the right to access and use the Product(s) and Service(s) for its internal business purpose during the term of any Order Form(s)i ist the only right granted to Customer under this Agreement and any Order Form(s). EagleView willl have no liability for any loss or damage arising from Customer's failure to comply with the terms of this Agreement. EagleView will provide Customer a primary Administrator Account for managing and granting access to its Authorized Users. Customer shall be responsible for activating Authorized Users through use of the Account. Customer and its Authorized Users are responsible forr maintaining 2.2. Access Restrictions. Access by Customer and its Authorized Users tot the Service is subject to the  the confidentiality ofa all passwords. following conditions:  2.2.1. Customer shall not access the Product(s), Service(s) or Confidential Information ofE EagleView in away that might adversely affect the security, stability, performance, or functions oft the Service. 2.2.2. Customer will not directly ori indirectly: (a) resell or sublicense the Product(s) and/or Service(s), (b)n modify, disassemble, decompress, reverse compile, reverse assemble, reverse engineer, or translate any portion of the software related to the Product(s) and/or Service(s); (c) create derivative works from the Product(s) or Service(s): (d) use the Product(s) and/or Service(s) in violation ofa appliçable law or the rights of others; (e) perform any vulnerability or penetration testing oft the Service; (f) cause harm in any way to the Product(s) and/or Service(s) or cause. Malware tol harm the Products and/or Service(s); (g) work around the Product(s)' and/or Service(s) technical limitations; (h) remove any proprietary notices from the Application, documentation or any other EagleView materials furished or made available hereunder; (i) access the Application in order to build a competitive product or service; or () copy any features, functions or graphics 2.2.3. Customer will not use the Product(s) and/or Service(s) in connection with any data that: (a) may create a risk ofharm orl loss to any person or property; (b) constitutes or contributes to a crime ort tort; (c)is illegal, unlawful, harmful, pornographic, defamatory, infringing, or invasive of personal privacy or publicity  oft the Application.  ALI Dale County  LC-10003404 2023-07-11  2of16    Exhibit 3  - eagleview  rights; (d) contains any information that Customer does not have the right to use; or (e) use the Application or associated documentation orl Data Products in violation of export control laws andr regulations. 2.2.4. EagleView may suspend the Product(s) and/or Service(s) if EagleView determines, ini its reasonable discretion, thats suspension is necessary to protect Customer or the Service from operational, security, or other material risk, ori ift thes suspension is ordered by a court or other tribunal. In such event(s), EagleView will provide notice ofs suspension to Customer as soon as reasonably practicable. 2.3. Account Use. Customer is responsible for maintaining andl keeping confidential its Accounti information, including passwords, usernames, ande email addresses. IfCustomer becomes aware of: (i) any violation ofthet terms ofthis Agreement by an Authorized User or unauthorized access to an Account, or (ii) any compromise to an Account including unauthorized access to or disclosure of any Account information, passwords, usernames orl login credentials, Customer must promptly suspend such access or Authorized User and notify EagleView. 2.4. Reservation of Rights. Except for the limited rights expressly granted herein, EagleView andi its Affiliates retain all right, title andi interest in all Intellectual Property Rights and technology related tol EagleView's proprietary Products and Services. Customer shall preserve and keepi intact all EagleView copyright, patent, and/or trademark notices presented in connection with the Products and Services. Customer shall not assert any implied rights in or to any ofE EagleView's Intellectual Property Rights. From time to time, Customer may provide suggestions, ideas, enhancement requests, or otheri information on their use oft thel Products or Services ("Feedback"). Customer agrees that EagleView shall have all right, title, and interest to use such Feedback without any restrictions and without any  payment to Customer. 3. PAYMENT  3.1. Fees. Customer shall pay the Fees within thirty (30) days of receipt ofi invoice. EagleView shall have the right to assess a late payment charge on any overdue amounts equal to the higher of: (i) one and one-half percent (1.5%) per month; or (ii) the rate allowed by applicable law. Additional payment terms may be set forth in the Order Form. AIlE Fees paid pursuant to this Agreement and any applicable Order Form are non-refundable anda alll Product(s) and/or Service(s) ordered pursuant to an Order Form are non-cancelable, unless expressly stated to the contrary. In the event that EagleView seeks legal recourse for the collection of any unpaid Fees from Customer, Customer shall be responsible for all of EagleView's costs ofs such collection action if EagleView is the prevailing party Ifany Fees are overdue by moret than thirty (30) days, EagleView may, without limiting its other rights andi remedies, suspend the Product(s) and/or Service(s) until such amounts are paidi in full. provided that, EagleView will give Customer at least 3.2. Pricing Changes.. EagleView shall have the option to adjust the pricing for any Products and/or Services upon any renewal or extension ofa an Order Form by providing one hundred and cighty (180) days' notice ofs such 3.3. Taxes. The Fees do noti include any levies, duties excise, sales, use, value added or other taxes, tariffs, or duties that may apply to the Product(s) and/or Servicets,C-Taxes"). Customer is responsible for paying all Taxes associated withi its purchases hereunder. IfEagleView has the legal obligation to collect" Taxes from Customer, Customer will pay thata amount tol EagleView unless Customer provides EagleView' with a valid tax exemption certificate authorized by the applicable taxing authority prior to billing. For clarity, EagleView is solely responsible  ten (10) days' prior notice thati its account is overdue.  pricing change to Customer prior to the date for such renewal or extension.  for taxes assessable against it based on its income, property, and employees.  4. TERM AND TERMINATION  4.1. Term. Thet term ofthis Agreement will commence ont the date Customer signs an Order Form under this Agreement and will endi upont the expiration date oft the Order Form, or upon the expiration date ofa any subsequent or renewal Order Form(s)CTerm"). After expiration Customer shall not have any access to content, Product(s)or Service(s). Unless either Party gives notice ofi its intent not to renew the Product(s) and/or Service(s) and/or Content at least one hundred and twenty (120) days prior tot the end of the then current Term, access tot the Services  will automatically renew. AL Dale County  LC-10003404: 2023-07-11  3of16    Exhibit 3  6 eagleview  4.2. Termination. Either Party may terminate this Agreement upon written notice tot thec other Party if: (i) the non-terminating Party materially breaches this Agreement and fails to cure: such breach within thirty (30) days of delivery of written notice; or (ii) if the other Party becomes thes subject ofa petition in bankruptcy or any other proceeding relating toi insolvency, receivership, liquidation, or assignment for the benefit of creditors. EagleView may suspend the Product(s) and/or Service(s) in the event Customeri is in material breach ofthis Agreement and such breach has not been cured within thirty (30) days' written notice to Customer. In the event ofs suspension due to Customer'sr material breach oft this Agreement, Customer will remain liable for all Fees applicable to the Term 4.3. Effect of Termination on Fees: EagleView Breach. Ini the event this Agreement is terminated by Customer fora a material breach by EagleView, (a) where EagleView has fully delivered imagery to Customer, no refund of fees shall be made, or (b) where customer is accessing on-line imagery and data access and/or an application, EagleView will refund any unused prorated, prepaid fees for the Product(s) and/or Service(s). 4.4. Effect of Termination on Fees: Customer Breach. Int the event this Agreement is terminated by EagleView for a material breach by Customer, Customer: shall be responsible for all fees under any current Order 4.5. Survival. Upon any expiration oft the Product(s) and/or Services or termination of this Agreement, the following sections shalls survive: 2.4 (Reservation of Rights). 3 (Payment),5 Canseab.7Usmaiaw.  that would have been paid had the Product(s) and/or Service(s) not been suspended.  Form(s).  8(Limitation ofLiability). and 9 (General Provisions).  5. CONFIDENTIALITY  5.1. Obligations. Each Party willl holdt the other Party's Confidential Information in confidence with at least as much care asi it holds its own Confidential Information, and neither Party will disclose any ofthe other Party's Confidential Information to any third party. Each Party may use the Confidential Information solely for purposes of its performance under this Agreement, and may disclose such information to its employees, subcontractors and professional advisors only on a need-to-know basis, provided that such employees, subcontractors and professional advisors are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement. 5.2. Required Disclosure. The Recipient may disclose Confidential Information as required by court order or otherwise by law, provided that it gives the Discloser prior written notice ofs such disclosure (to the extent legally permitted) as well as reasonable assistance ifDiscloser: seeks a protective order to prevent the disclosure. Any disclosure pursuant to this Section 5.2 shall be restricted toi include the least amount of Confidential Information necessary to comply with the order. All costs incurred by the Recipient in connection with complying with such  order shall be reimbursed by the Discloser. 6. WARRANTIES  6.1. Mutual Warranties. Each Party represents and warrants to the other Party that: (i) itisa a organization duly organized, validly existing andi in good standing under the laws oft thej jurisdiction of its formation, has all requisite power and authority to carry on its business and to own and operate its properties and assets; and (ii) the individual signing this Master Services Agreement and/or the Order Form(s) has the requisite authority to bind the party to this 6.2. EagleView Warranty. EagleView warrants that ()i it will provide the Product(s) and/or Service(s) with commercially reasonable care and skill; and (ii) the Product(s) and/or Service(s) will conform to the then-current Documentation in all material respects. Ini the event ofab breach oft this warranty, Customer's sole and exclusive 6.3. Disclaimer. EXCEPTFOR EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EAGLEVIEW MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANYI KIND, WHETHER EXPRESS. IMPLIED INI FACT OR BY OPERATION OF LAW, OR STATUTORY, ASTO ANY MATTER  Agreement.  remedy shall be as described in Section 4.3 Payments Upon Termination.  ALI Dale County  LC-10004042025-07-11  4of16    Exhibit 3  eagleview  WHATSOEVER. EAGLEVIEW EXPRESSLY DISCLAIMS ALLI IMPLIED WARRANTIES OF MERCHANTABILITY ANDI FITNESS FOR A PARTICULAR PURPOSE. EAGLEVIEW DOES NOT WARRANTTHATTHE PRODUCT(S) AND/OR SERVICES)INCLUOING ANY SUPPORT SERVICES) WILL BE ERROR FREE, WILL MEET CUSTOMER'S! REQUIREMENTS, OR WILLI BE TIMELY OR SECURE. CUSTOMER WILLI NOTE HAVE THEI RIGHT TOI MAKEOR PASS ON ANY REPRESENTATIONS OR WARRANTY ONI BEHALF OF CUSTOMER TOANY THIRDI PARTY. TOTHE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND SUPPORT SERVICES AREI PROVIDED "ASI IS." 7.1. EagleView Indemnification. EagleView will defend Customer against any claim, demand, suit or proceeding made by a third party alleging that the Product(s) and/or Service(s) infringes the intellectual property rights ofs such third party and will pay all costs or damages that are finally awarded by a court of competent jurisdiction (including reasonable attorneys' fees) or agreed toi in a writtens settlement. signed by EagleView. Customer will: (i) notify EagleView in writing within ten (10) calendar days ofi its receipt ofr notice oft the claim, (ii) give EagleView sole control ofthe defense and settlement oft the claim (except that EagleView will not settle any claim that results in liability or an admission ofl liability by Customer without Customer's prior written consent), and (ii) provide EagleView with all reasonable assistance, information, and authority necessary to perform EagleView's obligations under this paragraph. Notwithstanding the foregoing, EagleView will haver nol liability for any claim ofi infringement or misappropriation toi the extent such claim arises from: (i) use of the! Product(s) and/or Service(s) in combination with materials including software, hardware, or content not furnished by EagleView; or 7.2. Remedies. Ini the event the Product(s) and/or Service(s) is held or is believed by EagleView toi infringe or misappropriate any Intellectual Property Right ofat third party, EagleView willl have the option, ati its expense, to: (i) replace the Product and/or Service with a non-infringing equivalent, (ii) modify the Product(s) and/or Service(s)to be non-infringing, (ili) obtain for Customer a license to continue using the Product(s) and/or Service(s); or (iv) terminate the. Agreement and refund any prepaid, prorated fees for the remainder ofthe Term. The foregoing remedies constitute Customer's sole and exclusive remedies and EagleView's sole liability with respect to any third- 7.3. Customer Indemnification. Customer will, ati its expense, defend EagleView from and against all third party claims and will pay any costs, losses or damages that are finally awarded (including reasonable attorneys' fees) or agreed to in settlement to the extent arising out of Customer's breach of this Agreement, provided that (i) EagleView notifies Customer in writing within ten (10) calendar days ofi its receipt of written notice oft the claim, (ii) Customer has sole control of the defense and settlement of the claim (except that Customer will not settle any claim that results in liability or an admission of liability by EagleView without EagleView's prior written consent), and (iii) EagleView provides Customer with all reasonable assistance, information, and authority necessary to perform  7. INDEMNIFICATION  (ii) Customer's breach oft this Agreement.  party infringement claim.  Customer's obligations under this paragraph. 8. LIMITATION OF LIABILITY  8.1. Consequential Damages. TOTHE EXTENT PERMITTED BY LAW, INI NO EVENT SHALLI EITHER PARTY OR ITS AFFILIATES BEI LIABLETOTHE OTHER FOR. ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, SPECIAL, OR PUNITIVE DAMAGES OFANY KIND ORI NATURE, INCLUDING, BUTI NOTLIMITED TO, LOSS OF USE, DATA, PROFITS, REVENUE,OR GOODWILL, WHETHER AN ACTION IS BASED IN CONTRACT, TORT, OR OTHERWISE, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHI DAMAGES. 8.2. Limitation ofLiability. EXCLUDING EITHERI PARTY'S INDEMNIFICATION OBLIGATIONS PURSUANTTOSECTION7,TOTHE EXTENT PERMITTED BY LAW, THE. AGGREGATE. AND CUMULATIVE LIABILITY OFI EITHER PARTY INCLUDING ALL THEIR AFFILIATES REGARDLESSOF THEI FORM OF ACTION, WHETHER: IN CONTRACTOR TORT( (INCLUDING BUTI NOTLIMITEDTO NEGLIGENCE) SHALL INI NO EVENT EXCEED THE AMOUNT OFI FEES PAID OR PAYABLEBY CUSTOMER IN THETWELVE! MONTHS PRECEDING THE ACTIONS GIVING RISE TO THE CLAIM.  ALI Dale County  LC-10003404 2023-07-11  5of16    Exhibit 3  / eagleview  9. GENERALPROVISIONS  9.1. Export Laws. The Product(s) and/or Services and derivatives thereof may be subject to export laws and regulations oft the United States and other) jurisdictions. EagleView and Customer each represent that itist not named ona any U.S. government denied-party list. Customer will not permit any user to access or use any Product(s) andor Service(s) or Content in a U.S.-embargoed country or region (including but notl limited to Cuba. Iran, North Korea. 9.2. No Third-Party Beneficiaries. Except as specifically identified in this Agreement, nothing in this Agreement is intended to confer upon any person other than the parties and their respective successors or permitted 9.3. Independent Contractors. Nothing contained in this Agreement shall be deemed or construed. as creating ajoint venture or partnership between any oft the Parties hereto. Neither Party shall have the power nor authority to control the activities or operations of the other. Atall times, the status ofthe Parties shall be that ofi independent 9.4. Force Majeure. Except with respect to Customer': s payment obligations for services delivered. reports delivered. or any ongoing payment obligation. each party willl be excused from performance under this Agreement, willr not be deemed to bei in breach hereof. and will have no liability tot the other parly whatsoever ifeither party is prevented from performing any ofits obligations hereunder. in whole or inj part. as a result ofaf Force Majeure Event. A"Force Majeure Event" means ane event or occurrence beyond the control oft the nonperforming party.: such as an act ofGod or of the public enemy. embargo or othera act of government ine either its sovereign ord contractual capacity., government regulation. travel ban orr request. court order. civil disturbance. terrorism. war. quarantine restriction. epidemic. virus. fire. weather. flood. accident. strike. slowdown. delay in transportation. electrical power outage. interruption or degradation ine electronic communications systems. inability to obtain necessary labor. materials or manufacturing facilities. and other similar events. In the event of any delay resulting froma al Force Majeure Event. any date ofc delivery hereunder will be extended for a periode equal to1 the time lost because oft the delay. 9.5. Security Assessment. Upon reasonable request, EagleView will assist Customer in its EagleView security risk assessments by completing forms and/or providing reports that provide Customer with generally available information relating to EagleView'ss security practices, policies and procedures usedt to protect its systems. Such information will include highl level overviews of implemented security measures, such as access controls, encryption, or other means, where appropriate, and will provide details relating tol how Customer's Confidential 9.6. Assignment. Neither Party may assign any ofi its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including all Order Forms), without the other Party's consent toi its Affiliate ori in connection with a merger, acquisition, corporate reorganization, or sale ofall or substantially all ofits assets. Subject to the foregoing, this Agreement will bind and inure to the benefit oft the 9.7. Governing Law. This Agreement will be governed by the laws of the State of Customer, without regard to conflict of law principles. The Parties agree that any claims, legal proceedings, or disputes and/or litigation arising out ofc or in connection with this Agreement, will be brought solely in the state or federal courts located int the jurisdiction the Customer is based in, and the Parties irrevocably consent tot the exclusive personal jurisdiction of 9.8. Severability & Waiver. The failure ofe either Party to exercise any right or the waiver by either Party of any breach, shall not prevent as subsequent exercise ofs suchr right or be deemed a waiver of any subsequent breach of the same, or any other provision oft this Agreement. All waivers must bei in writing and signed by the Party waiving its rights. Ifany section of this Agreement is held to be invalid or unenforceable, the remain sections ofthis  Sudan, Syria, Crimea, or Russia) or in violation ofa any U.S. export law or regulation.  assigns, any rights, remedies, obligations, or liabilities whatsoever.  contractors.  Information is disclosed, accessed, processed, ands stored (as applicable).  Parties, their respective successors, and permitted assigns.  such courts.  Agreement will remain ini forcet tot the extent feasible.  ALI Dale County  LC-10003404 2023-07-11  6of16    Exhibit 3  /eagleview  9.9. Notices. Notwithstanding anything to the contrary int this Agreement, notices and other communications may be given or made pursuant to this Agreement via electronic mail. Notwithstanding the foregoing, any notice concerning a material breach, violation, or termination hereof must be in writing and will be delivered: (a) by certified or registered mail: or(b) by an internationally recognized express courier or overnight delivery service. All written notices or other written communications. to EagleView shall be provided to the address first listed above and addressed to: ATTENTION: LEGAL DEPARTMENT. Ally written notices to Customer shall be sent to the address identified on the Order Form and addressed to the individual signing said Order Form, and shall be deemed to have been duly given when delivered personally, when deposited in the U.S. mail, postage prepaid, or when deposited with an overnight courier or delivery service. With respect to notices and other communications regarding EagleView'sp privacy policy. Support Plan, or other similar provisions. such notices shall be deemed given. when posted to EagleView'swebsite www.eagleview.com) or e-mailed to the Customer's Account administrator(s). 9.10. Execution in Counterparts. This Agreement may be executed in one orr more counterparts, each ofwhich shall be deemed tol be an original and all of which together shall constitute only one: agreement, The execution and delivery ofcounterparts of this Agreement by electronici mail, electronic form (including execution by way ofan electronic or other signature stamp), website submission, facsimile. or by original manual signature, regardless of the means or any such variation inj pagination or appearance shall be binding upon the Parties executing this 9.11. Entire Agreement. This Agreement, along with the Order Form(s) and Exhibit(s), contains the entire understanding oft the Parties with respect to the subject matter hereof ands supersedes all prior agreements. oral or written, and all other communications between the Parties relating to such subject matter. The Parties agree that any term or condition stated in a Customer purchase orderi is null and void. This Agreement may not be amended or modified except by mutual written agreement. In the event that any court holds any provision oft this Agreement as null, void, or otherwise ineffective or invalid, such provision shall be deemed to be restated to reflect as nearly, as possible the original intentions of the Parties in accordance with applicable law, and the remaining provisions shall remaini ini full force and effect. The unenforceability. ofa any provision oft this Agreement shall not affect the validity oft ther remaining provisions hereof. A waiver by either Party ofal breach or failure to perform hereunder shall not  Agreement.  constitute a waiver ofa any subsequent breach or failure. Pictometry International Corp. dba EagleView  Customer By: Name: Title: Date:  By: Name:. Title: Date:  SRR  371523  ALI Dale County  LC-10004042025-07-11  7of16    Exhibit 3  € eagleview  EXHIBITA ORDERFORM  EFFECTIVE, DATE MONTHIDAYNEAR: TERM (DURATION): Six_years  ORDER# LC-10003404  BILLTO Eleanor Outlaw, Revenue Commissioner 101 Court Square Ozark. AL 36361 Email: coutlaw acenturvrel.net V Phone: 334-774-2226  SHIP TO Eleanor Outlaw. Revenue Commissioner 101 Court Square Ozark.A AL36361 Email: oulaventunieint V Phone: 334-774-2226  CUSTOMER ID A1227137 PRODUCTI NAME EagleView Cloud- Imagery Certified  SALESREP KLamonds  REFRESH FREQUENCY Triennial  QTY 217  PRODUCT DESCRIPTION  Provides entitlement to the EagleView Platform. as secure hostedi infrastructure and access to EagleView enabled workflow. analytics. and high-resolution: imagery to dramatically improve efficiency for govemment agencies. Includes regular refreshes ofc ortho and oblique imagery at the GSD and frequency specified. Target capture season subject to weather and airspace permissions. Each refresh upgraded toi include: a certified orthomosaic produced in accordance with: state andl local requirements. Certified ortho also includes the application of visual improvements to customers" orthomosaic imagery. Services term commences ond date of  activation. GSD: 3in Refresh Frequency: 3-Year Refresh Certified Orthomosaic Upgrade: Yes Start Year: 2024 End" Year: 2029 Irequency specified. GSD: 6in Refresh Frequency: 3-Year Refresh Certified Orthomosaic Upgrade: Yes Start Year: 2024 End Year:2 2029  379  EagleView Cloud- Imagery Additional Ortho  Provides entitlement to: additional ortho only imagery refreshes at the GSD: and  EagleView Cloud- EagleView Cloud- and Oblique Image Frames EagleView Cloud- Soflware  Provides an offline copy of the orthomosaic tiles and mosaics att the GSD: specified Deliverables). Files to bep provided ini industry standard formats selectable by the customer with delivery made physically via hard drive media. Provides an offline copy oft the individual ortho and oblique image framesi in includes one copy of Pictometry Electronic Field Study (EFS) software. latest version. ont the storage media specified herein. and access to download updated versions oft the EFS Licensed Software fora a period of one years from thei initial date ofs shipment oft the EFSs software. along with a copy ofthe updated Provides an unlimited number of authorized users the: ability tol login and access the EagleView Cloud software and: analytics via the web-based EagleView Cloud  Physical Delivery Ortho int the EagleView Cloud Imagery product once per refresh (Transfèrred Physical Delivery Ortho Pictometry Warehouse format at the GSD: specified ini imagery refresh. Delivery  documentation.  AL Dale County  LC-10003404 2023-07-11  8of16    Exhibit 3  eagleview  platform. This software provides an robust complement oft tools for engaging with imagery as well as additional project and collaboration tools. and access to mobile application. Requires the purchase of an EagleView Imagery entitlement. Provides activation ofi integrations between thel EagleView Cloud platform and compatible customer environments (including compatible CAMA providers. 911/PSAP. Cityworks. and ESRI/GIS) and viat the Integrated Web Application. Extends the ability for a contracting county or non-state consortium of counties the unit ors subdivision located totally or substantially within their boundary. Building outlines are created from the orthomosaic tiles ofas specified newer Pictometry imagery source and classified relativet to a specified. olderi imagery source. EagleView delivers digital building outlines from the newer imagery source and their classification attributes ins shapefile and geodatabase formats. Coverage includes only locations specified in a single. customer-provided digital parcel shapefile. Parcels int the: specified locations must be generally contiguous. All Pictometry imagery tob be used must be licensed or owned by the customer. AccuPLUS or acrotriangulated orthomosaic tiles are used ifl licensed. Final invoiced amount willl be adjusted fort the: actual quantity ofrecordsi int the parcel file used for production. Usec of olderr non-Pictometny-soureed imagery requires Refresh Frequency: 3-Year Refresh Includes eligibility for the Disaster Response Program. Full conference registration to advanced training designed to maximize and round-trip airfare up to $500. Customer will be provided with discount code to complete FutureView registration. (Air Travel Restrictions 30 day advance purchase for airfare. Continental US only, per person round trip airfare ats standard coach class rates through Pictometry's travel provider only.) Credit must be redeemed within three years ofa agreement execution date. archive. Quantity represents the number of calendar years of archive imagery  EagleView Cloud- Comprehensive Integration Bundle EagleView Cloud- EagleView Cloud- - ChangeFinder  *  Authorized Subdivisions ability to authorize access tot their EagleView Cloud organization to any political  30800  acceptance. ina advance.  EagleView Cloud- Disaster Response Program EagleView Cloud- Training (Full)  FutureView Advanced deployment. Includes airfare. hotel room for up tot three nights. eventr registration.  9 FEES  EagleView Cloud- Years Includes access tol historical ortho and oblique framei imagery from the EaglcView  Capture History  available in EagleView Cloud.  Due at Initial Activation ofServices Due at First Anniversary of Initial Activation of Services Due at Second Anniversary ofInitial Activation ofServices Due at Third Anniversary ofInitial Activation of Services Due at Fourth Anniversary ofl Initial Activation of Services Due atl Fifth. Anniversary ofInitial Activation ofs Services  $53.471.40 $53.471.40 $53.471.40 $53.471.40 $53.471.40 $53.471.40  Non-appropriation of Funds: Notwithstanding anything herein to the contrary, in the event that the funds due for deliverables under the terms and conditions of this Agreement are not lawfully appropriated, the following a. Customer shall provide EagleView with written documentation oft non-appropriation of funds from its funding source one hundred and twenty (120) days prior to commencement ofas subsequent refresh; b.7 This Agreement shall remain in full force and effect, however commencement oft the subsequent refresh shall be deemed postponed until such time as funds for the subsequent refresh have been appropriated and all others sums due under thet terms and conditions oft this Agreement have been paid by Customer. Ini the event that the postponement exceeds eighteen months, EagleView reserves the right to terminate any and all obligations with respect to the  provisions shall apply:  postponement: and all subsequent deliverables included in this Agreement; and  AL Dale County  LC-10004042025-07-11  9of16    Exhibit 3   eagleview  c.IFCustomer, or any party authorized under thet terms and conditions oft this Agreement to use the licensed products set forth int this Order Form, isi inj possession of licensed products for which! EagleView has not been fully compensated in accordance witht the payment terms ofthis Agreement, Customer or such authorized party shall immediately cease use oft those licensed products. purge those licensed products from all Customer anda authorized  party computers, and return thosel licensed products to EagleView.  RODUCTFARAMETERS Disaster Response Program ("DRP")  Agreement includes eligibility for the! DRP described below so long as the customer remains under an active services agreement andi in goods standing with EagleView. Imagery captured through DRP will be captured "as-is". A. Disaster. Coverage Imagery at No Additional Charge - EagleView: will, upon request of Customer and ati no additional charge, provide standard quality imagery of up to 200: square miles ofa affected areas (as determined by EagleView) upon the occurrence of any oft the following events during any period Customer is eligible for DRP:  Hurricane: areas affected by hurricanes ofCategory 2 and higher. Tornado: areas affected by tornados rated EF4 and higher. Terrorist: areas affected by damage from terrorist attack.  Earthquake: areas affected by damage to critical infrastructure resulting from earthquakes measured at 6.0 Tsunami: areas affected by damage to critical infrastructure resulting from tsunamis.  orh higher on the Richter scale.  B. Discounted Rate - Coverage for areas affected by the events set forth above exceeding 200 square miles willl be, subject to EagleView resource availability, offered to Customer at the then-current! DRPI rates.. Also, coverage for areas affected by hurricanes below Category II. tornadoes below EF4 ore earthquakes rated below 6.0 ont the Richter scale. flooding meeting or exceeding the major flood stage, wildfires impacting population centers, or other disasters as agreed to between the customer and EagleView, willl be, subject to EagleView resource availability. offeredt to  Customer at the then current DRP rates. TRANSFERRED DELIVERABLES  Customer: shall own the offline copies oft the orthogonal imagery delivered to Customer by EagleView pursuant tot this Agreement (the" "Transfèrred Deliverables"). Customeri ist free to use and reproduce copies oft the Transferred Deliverables in any manner without any accounting to! EagleView. EagleView shall own all copies oft the Transferred, Deliverables. including all formats in whichs such copies are maintained (including. but not limited to. electronic). that remain in EagleView'sp possession. EagleView isf free to use. reproduce. and redistribute copies oft the Transfèrred Deliverables in any manner without any accounting to Customer. All inventions. discoveries. improvements. technology. designs, works of authorship. patents. copyrights. techniçal information. data, databases. software. business information, and other information used to create the Transferred Deliverables remain the sole: and exclusive property of EagleView. All oblique imagery. software. online services and online content. or other deliverables not specifically mentioned above which are produced by EagleView pursuant to this Agreement remain the sole and exclusive properly ofE EagleView and are subject tot the provisions of Section 2 of the Agreement.  ALI Dale County  LC-10003404: 2023-07-11  10of16    Exhibit 3  /eagleview  AOI(S)  Dale County, AL  E/eagleview  EV Cloud 3" Imagery w' Certified Ortho &1 True Touch -217S4 Miles EV Cloud 6"1 Imageryy w/ Certified Ortho &T True Touch- 379Sq Miles  [Signature page follows] LC-10003404 2023-07-11  ALI Dale County  11of16    Exhibit 3   eagleview  This Order Form is incorporated by reference into the Master Services Agreement between Pictometry International  Corp. dba EagleView and Customer. Pictometry International Corp. dba EagleView  Customer  Bys Name: Title: Date:  mSLK  Name: Title: Date:  RL    172523  ALI Dale County  LC-10003404 2023-07-11  12of16    Exhibit 3  /eagleview  EXHIBITB SECURITY  . Definitions.  1.1 "Controls Report" means an AICPA AT Section 101 SOC 2 Type 2 or comparable report, in each case appropriately scoped to the services provided, that will at a minimum focus on ensuring and testing the existence of controls related to the confidentiality, integrity, availability, security, and privacy of Customer 1.2 "Critical Issue" means ani issue that does, or has the potential to, compromise the confidentiality, integrity, 1.3 "Highly Sensitive Information" means an individual's first and last name or first initial and last name in combination with (a) government-issued identification number (including Social Security number, driver's license number, or state-issued identification number); (b) financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, or password that would permit access to an individual's financial account; or (c) biometric, genetic, health, medical, medical insurance, or precise location data. 1.4 "Security Incident" means any (a) access to Customer's Confidential Information in the possession or control of EagleView or any Subcontractors, by an unauthorized party or by an authorized party for unauthorized purposes; (b) unauthorized use of any such Confidential Information; or (c) event involving data or information that results in a material impact to EagleView'ss services or to Customer. Security Compliance. EagleView will meet the security requirements set forth in this Agreement or, alternatively, demonstrate and implement to Customer's reasonable satisfaction appropriate compensating 2.1 To the extent applicable, EagleView will: (a) take all steps necessary to maintain its status as a PCIDSS compliant; (b) promptly notify Customer if EagleView ceases to be PCI DSS compliant, explaining the cause for non-compliance: and the target date for becoming compliant; and (c) annually provide to Customer 2.2 At least annually, EagleView will conduct an assessment of the information technology and information security controls for all facilities used in complying with its obligations under this Exhibit, will prepare a Controls Report that includes the results of such assessment, and, upon request, will provide a current 2.3 If EagleView learns of any Critical Issues, EagleView will use all reasonable efforts to remediate such 3.1 Upon request, provide to Customer a report identifying where Customer Confidential Information is processed and stored, and how access is controlled. For any material changes in data center hosting, including, without limitation, outsourcing of data center hosting, such report will be accompanied by the most recent Controls Report for such data center. Any new or newly configured data center will be at least as secure as it was prior to the changes and, if requested by Customer, EagleView will cooperate with 3.2 Not allow Customer Confidential Information to be disclosed, açcessed, processed, or stored outside the United States, its territories, and possessions ("U.S.") without Customer's prior written consent, and will cooperate with Customer's security assessment of such non-U.S. based activities. EagleView will be responsible for any such non-U.S. based activities and will ensure that such non-U.S. based activities arei in compliance with applicable law: and this Agreement, including, without limitation, all security requirements.  Confidential Information.  availability, security, or privacy ofCustomer Confidential Information.  1.5 "Subcontractor" means as subcontractor of EagleView.  controls.  its current PCI DSS Attestation ofCompliance report upon request.  Controls Report to Customer. Critical Issues promptly. 3. Data Security. EagleView will:  Customer to perform a security assessment of such changes.  ALI Dale County  LC-10003404 2023-07-11  13of16    Exhibit3 3   eagleview  3.3 When transmitting and storing Customer Highly Sensitive Information as defined in Sections 1.3 (a) and (b), encrypt suchi information using persistent encryption thati is applied tos such Highly Sensitive Information and maintains its protection throughout the lifecycle of such Highly Sensitive Information. Use encryption keys unique to Customer and use encryption and key management techniques that comply with security industry standards published by the National Institute of Standards and' Technology ("NIST"). 3.4 Where practicable, store Customer Confidential Information on a separate server, virtual server image, tenant, separate database instance, or, ifapplicable, comparable cloud storage. 3.5 Ensure that Customer Confidential Information is not stored on any portable removable media (such as USB mass storage, exteral hard drives, and CD/DVDs), except as necessary to support the services provided under this Agreement and provided that such Customer Confidential Information is encrypted as described 3.6 Remove all Customer Confidential Information from any media taken out ofs service and destroy or securely erase such media to make it unreadable, undecipherable, and unrecoverable by any means consistent with 3.7 Conduct as security risk assessment based upon an industry standard security framework of alll EagleView's Subcontractors. Ensure Subcontractors have and follow appropriate security processes and remediate any Failure to comply with this Section 3 within 20 business days after notice of breach will constitute a material Secure Application Development. When EagleView makes a material enhancement or major release to any application used in connection with the services provided under this Agreement, EagleView will: 4.1 Conduct an application security assessment prior to placing such application into production. Application vulnerabilities, such as those referenced in OWASP Top 10, must be evaluated by a qualified employee or contractor to determine exploitability. EagleView will not place into production any applications that have 4.2 Upon request, provide application source code that has been specifically developed as a deliverable for the sole benefit of Customer or, altematively,provide process documentation that supports review ofsuch code. 4.3 Not use Customer Confidential Information for any testing, unless Customer has given its prior written consent and such test use is subject to the same security policies and procedures as implemented in the 4.4 Nor more than once pers year while this Exhibiti isi in effect andy withr nol less than thirty (30) days prior written notice to EagleView, Customer will be permitted to conduct a penetration test at Customer's expense on a EagleView replicated, non-production testing site that includes all production security controls, in order to verify that EagleView has and continues to comply with the security and data requirements set forth in this Agreement. Customer may elect to use a qualified third-party vendor to conduct such penetration test. In no event will any such test exceed ten (10) business days in duration. Upon completion of such test, 5. Information Security Program. Without limiting EagleView's obligation of confidentiality under this Agreement, EagleView will establish and maintain: a written information security program, together with adequate 5.1 Ensure the confidentiality, integrity, availability, security, or privacy of all Customer Confidential 5.2 Protect against anticipated threats ork hazards to the confidentiality,integriy,avallability,s securitvy,orprivacy 5.3 Protect against unauthorized access to or use ofsuch Customer Confidential Information; and 5.4 Ensure the secure disposal ofs such Customer Confidential Information by shredding, erasing, or otherwise modifying the data tor makei itu unreadable, undecipherable, and unrecoverable by any means consistent with  in Section 3.3.  data destruction practices recommended by NIST.  Critical Issues promptly. breach ofthis Agreement.  vulnerabilities that are defined as Critical Issues.  production environment.  Customer will provide EagleView with a copy of the results ofs such test.  administrative, technical, and physical safeguards, to:  Information that is accessed, processed. stored, or controlled by EagleView;  ofsuch Customer Confidential Information;  the data destruction practices recommended by NIST.  ALI Dale County  LC-10003404 2023-07-11  14of16    Exhibit 3  /eagleview  Such written information security program and administrative. technical, and physical safeguards must be nol less rigorous than accepted industry practices (such as applicable security standards published by ISO, ITIL, and/or NIST),and wille ensuret thata alls suchs safeguards, includingt the manneri iny which Customer Confidential Information is collected, accessed, used, stored, processed, disposed of, and disclosed, comply with applicable dataj protection  and privacy laws, as well ast thei terms and conditions oft this Agreement. 6.1 Maintain an asset management process covering hardware and software.  Vulnerability Management. EagleView will:  6.2 Maintain a patch management procedure that deploys security patches fors systems used to access or process Customer Confidential Information that includes a defined timeframe to implement all patches based on a risk assessment (not to exceed thirty (30) days for patches rated critical or forty-five (45) days for patches 6.3 Maintain a malware management process in accordance with industry standards for EagleView's entire 6.4 Document and follow a formal change managementchange control process that covers both systems and infrastructure and application programs to ensure only authorized changes are implemented. 6.5 Engageathird-party, vendor top perform ana annual network-level penetration test thati includes the following environments as applicable: production, non-production, multi-tenant, ands shared services. Thet third-party vendor must followi industry best practices and be certified to conduct penetration testing. EagleView will also ensure all Critical Issues identified by such testing are remediated and retested promptly but in any event within 30 days. Upon completion of such test, EagleView will provide Customer with al letter from the third-party stating that testing was performed, and all critical/high issues were addressed. 6.6 Conduct bi-annual vulnerability assessments toi identify publicly known security vulnerabilities. 7. Disaster Recovery and Business Continuity. EagleView will maintain a backup of Customer Confidential Information, for an orderly and timely recovery thereof if access to or use oft the services hereunder may be Security Incident Process. EagleView will notify Customer of any Security Incident within 48 hours of confirming that a Security Incident has occurred. EagleView will continue to notify Customer daily until Customer acknowledges receipt of such notification, which Customer agrees to do promptly upon receipt. Promptly following any such notice, the parties will coordinate to investigate the Security Incident. Unless otherwise agreed toi in writing, EagleView will remediate the cause ofs such Security Incident immediately. 8.1 EagleView agrees to fully cooperate with Customer in responding to the Security Incident, including, without limitation, by: (a) designating an employee and a backup who each will be available to Customer 24 hours per day, 7 days per week as a contact regarding obligations under this Section; and (b) assisting 8.2 IfCustomer determines that applicable law or regulation requires notification to any person ofa Security Incident, such notification will be carried out by EagleView at EagleView's cost, including any costs for credit monitoring or other mitigation services, unless otherwise directed by Customer in writing; provided, however, that in all cases Customer will have sole control over the content, timing, and method ofa any such notification to persons affected by a Security Incident involving Customer's Confidential Information. 8.3 EagleView will maintain Security Incident handling and reporting processes that ensure: (a) server logs are maintained; (b)a all Security Incidents are appropriately logged;(c)a all information associated with a Security Incident and all server access and audit logs are retained for at least 3 years; and (d) all such logs and information are appropriately protected to ensure the integrity of such logs andi information. 9. Human Resources Security. EagleView will: (a) unless agreed otherwise in the Agreement, perform criminal background checks covering charges and convictions of any felony or any misdemeanor involving violence, dishonesty, or breach oft trust for all employees of EagleView and any Subcontractors who perform services at Customer facilities and/or access or process Customer Confidential Information and/or access Customer information systems; (b) ensure that physical and logical access for each employee of EagleView and of any  rated high). infrastructure.  interrupted.  with any investigation ofther nature or cause ofs such Security Incident.  AL Dale County  LC-10003404 2023-07-11  15of16    Exhibit 3  e eagleview  Subcontractors are deactivated within twenty-four (24) hours of such employee's termination of employment or such Subcontractor's termination of engagement; and (c) provide regular security awareness training to all EagleView employees and require Subcontractors top provide such training fort their employees. 10. Facility Requirements. EagleView will employ physical security procedures to ensure that only authorized individuals have access to corporate facilities. Such procedures will include, but not be limited to, the use of CCTV, cardkey access, process to log and monitor visitors. Surveillance records willl be maintained for atl least 30 days or, ifHighly Sensitive Information is accessed or stored by EagleView, 3 months. 11. Record Retention and Return. EagleView will retain Customer Confidential Information only as long as EagleView is required to by applicable law. Customer may request earlier destruction ofall or a portion ofs such Customer Confidential Information. IfCustomer so requests, then EagleView will promptly destroy or arrange for the destruction of any and all retained copies of such Customer Confidential Information in EagleView's or any Subcontractor's possession or control by shredding, erasing, or otherwise modifying such Customer Confidential Information to make itu unreadable, undecipherable, and unrecoverable by any means consistent with data destruction practices recommended by NIST and will certify in writing that the foregoing has been completed. Except as may be required by applicable law, the requirement to destroy Customer Confidential Information will not apply to Customer Confidential Information that has been, stored for backup or archiving purposes, but EagleView will continue to comply with the provisions oft this Agreement regarding such Customer  Confidential Information.  AL Dale County  LC-10003404 2023-07-11  16of16    Exhibit 4  Government Services Alabama, LLC  Business Personal Property Processing Services Contract  This contract made and entered into this 2Ehyot Il 2023, by and between Dale County, Alabama by and through its Governing Body, thé Dale County Commission (hereinafter "County") the Dale County Revenue Commissioner (hereinafter "Assessing Official") and Government Services Alabama, LLC a corporation authorized to conduct business in Alabama, (hereinafter "GSA"), to assist the County Revenue Commissioner in the performance of business personal property processing compliance services as it relates to the taxpayers' returns and assessment of business personal property for  ad valorem taxation.  Contractual services may! begin upon full execution oft this contract. Quarterly reports may bes submitted to the Alabama Department of Revenue's Property Tax Division asi itrelates  to the status of all assigned work.  SPECIAL PROVISIONS WITNESSETH:  WHEREAS, the COUNTY and Assessing Official desire to obtain Business Personal Property Processing Services on the County's business personal property process as  authorized by the Alabama General Statutes; and  WHEREAS, GSA agrees to provide said Business Personal Property Processing services for the County and Assessing Official pursuant to the charges, terms and conditions  ofthis Contract; and parties agree as follows: 1. SERVICES  NOW, THEREFORE, in consideration of the promises mutually exchanged, the  A. In accordance with the charges, terms and conditions contained: in this Contract, GSA agrees to furnish business personal property processing and compliance review services for the taxpayers' business personal property tax returns filed with the Dale  County Assessing Official.    Exhibit 4  B. The services provided by GSA will be performed in accordance with the terms and conditions provided by this Contract and in compliance with all applicable Alabama Property Tax Statutes, rules and regulations, the Alabama Personal Property Appraisal Manual, and specific County requirements. GSA agrees to perform Personal Property Processing Services in accordance with the Property Tax Plan for Equalization. C.GSA will conduct all services related to the processing of Business Personal Property returns. This service will include data entry of returns filed with the Revenue Commissioner's Office, processing of returns filed over OPPAL, determination of economic. life and market value ofassets, analysis ofreturns to: identify unusual differences inv values reported year to year, and differences in values reported for similar businesses. GSA will add discoveries of new accounts to the database when provided by the county. GSA will conduct field review of businesses requested by the Assessing Official. The County will be responsible for any mailings of returns or correspondence to taxpayers. D.Itis expressly agreed by the parties that all work performed by GSA shall be under the supervision and control oft the Assessing Official. The Assessing Official will coordinate with their CAMA vendor to provide GSA remote access to their computer system for all data entry and analysis functions. All correspondence in connection with business personal property services will be signed by the Assessing Official or by her authorized E. In order to assist in the data entry and analysis functions the County Assessing Official agrees to make available original or appropriate copies oft the business personal property F. GSA will perform processing and analysis services at its home office or other designated G.Iti is expressly understood by GSA that under the provisions of the Alabama General Statutes, it and its employees are subject to the State Confidentiality Statutes and the penalties contained therein and GSA agrees to abide by the. Alabama Statutes concerning confidentiality of taxpayer records and shall hold the County harmless from any liability which may result from an action involving GSA or its employees or agents regarding H. GSA agrees that any appropriate designee of the County/Assessing Official may accompany GSA on any field inspections of a business, provided the county shall be I. GSA agrees that no employee of the company will consult with or answer questions regarding any services being performed, except with authorized county officials, the Alabama Department of Revenue and the apayet/epresentative whose personal property tax return is being processed, unless otherwise directed to do sO by the County  designee.  returns to GSA by mail or pickup by a GSA representative.  location.  confidentiality of taxpayer records.  responsible for the travel-related expenses ofs such county employee.  Assessing Official.  2    Exhibit 4  . Ifthrough any cause, GSA or the County fails to fulfill its obligations as provided by this Agreement, or materially violates any of the covenants Or stipulations within this agreement, and such failure or violation continues for thirty (30) days after written notice thereofby aj party, the party against which the violation has occurred shall thereupon have the right to terminate this agreement immediately upon giving written notice to the other party. Said notice shall be delivered to the violating party personally Or mailed by certified mail to the mailing address as specified herein. In the event of termination all pending services shall be terminated unless specifically authorized to be continued by the county/assessing official. All fees for completed services shall be payable in accordance K.I Itis expressly understood and agreed to by GSA and the County/Assessing Official that the processing services performed under this agreement represents an examination of data and materials, as might be contained in a taxpayer's business personal property tax return or other documents and a physical inspection of the taxpayers' business personal property when requested. Taxpayer returns willl bei returned to the county upon completion of data L. By signing this contract, the contracting parties affirm, for the duration of the agreement, that they will not violate federal immigration law or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the state of Alabama. Furthermore, a contracting party found tol bei in violation of this provision shall be deemed in breach of the agreement and shall be responsible for all damages resulting therefrom.  with the terms as provided by this Agreement.  entry.  3    Exhibit 4  2. COST AND PAYMENT FOR PROCESSING: SERVICES:  A. Thel Dale County/Assessing Official hereby authorizes GSA to provide Business Personal Property Tax Return processing services. Fees for Business Personal Property Processing services shall be $25,920 and may be adjusted in subsequent years B. Unless otherwise provided for int this Agreement, the above fees include all cost associated with GSA's performance of services including, but not limited to, travel, food, lodging, mileage, salaries, employee benefits, and defending the processing of business personal property returns throughout any appeals process. The County/Assessing Official will be responsible for the cost of postage for handling any taxpayer related correspondence and the cost of providing GSA copies of County/Taxpayer Personal Property Tax records. C. GSA shall invoice the County for applicable fees at the beginning of each month for review and approval by the County Assessing official. Invoiced fees willl be due and D.A Alll Legal costs involving appeals resulting from a business personal property tax return valuation shall be the responsibility of the County. GSA will defend its processing services throughout any appeals process. Defense of! processing services shall include personal appearances at meetings with taxpayers or their representatives, and providing testimony and evidence at all hearings before the County Assessing Official, and at any other appeal level concerning information related to the processing ofl business personal E. IfDale County enters into a contract with GSA, the term of the contract shall begin October 1,2 2023 and shall remain in effect fora period oft twelve (12) months and may be renewed each year thereafter, contingent upon the county budgeting for services. The contract may be terminated by either party without cause upon thirty (30) days written notice to the other party. Said notice shall be delivered to the party personally or mailed by certified mail to the mailing address as specified herein. In the event of termination, all pending services shall be terminated unless specifically authorized to be continued by the county/assessing official. All fees for completed services shall be payable in accordance with the terms as provided by this Agreement.  based on numbers and complexity of returns filed.  payable within thirty (30) days from the billing date.  property tax: returns.  4    Exhibit 4  GENERAL PROVISIONS  1. AUTHORITY TO CONTRACT: The COUNTY and ASSESSING OFFICIAL's authority to contract for the service herein is authorized by the Alabama General Statutes. 2. SERVICES: All invoices shall be submitted by GSA to the COUNTY ASSESSING 3. TERM OF THE AGREEMENTLThe initial term of this Agreement shall begin October 1, 2023 and shall: remain in effect for a period oft twelve (12) months*. After the initial term, this Agreement may continue upon renewal on an annual basis contingent 4. CANCELLATION: This Agreement may be terminated by either party without cause following the initial term, upon thirty (30) days written notice to the other party. Said notice shall be delivered to the party personally or mailed by certified mail to the mailing address as specified herein. In the event of termination, all pending services shall be terminated unless specifically authorized to be continued by the county/assessing official. All fees for completed services shalll be payable in accordance with the terms as provided 5. INDEMNIFICATION: To the fullest extent permitted by laws and regulations, GSA shalli indemnify and hold harmless the County andi its officials, agents and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including, but not limited to, fees and charges of engineers or architects, attorneys and other professionals and costs related to court action or arbitration) arising out of or resulting from the performance of this contract or the actions of GSA or its officials, employees or contractors under this Contract or under the Contracts entered: intol by GSA inc connection with this contract. This indemnification shall survive the termination oft this 6. NON-DISCRIMINATION: GSA shall not discriminate against any person on the grounds of race, color, national origin, sex, age or disability in the administration of this contract. Norshall any person be excluded from participation in, or be denied the benefits oft this contract on the grounds of race, color, national origin, sex, age or disability. 7. LAW CONTROLLING: The laws oft the state of Alabama shall control and govern this 8. NON-ASSIGNMENT: This Agreement is not assignable by either party, by operation 9. MODIEICATION: This contract may be modified only by a written agreement 10. ENTIREAGREEMENTE This contract constitutes the entire agreement of the parties and no other agreement or modification to this contract, expressed or implied, shall be binding on either party unless same shall be in writing and signed by both parties. This  OFFICIAL with sufficient detail for Services verification.  upon the county budgeting for auditing services in subsequent years.  by this Agreement.  Agreement.  contract.  ofl law or otherwise, unless agreed upon by the non-assigning party.  executed' by both parties hereto.  5    Exhibit 4  Agteement may not be orally modified. Any modifications must be in writing, expressly titled a modification or addendum to this contract, attached to this contract, and signed 11. SEVERABILITY: Should any provision, portion or application thereof of this Agreement be determined by a court of competent jurisdiction to bei illegal, unenforceable orin conflict with any applicable law or constitutional provision, the Parties shall negotiate an equitable adjustment in the affected provisions of this Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions, portions or applications thereof, shall not be impaired. 12. HEADINGS: The subject headings of the paragraphs are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. This Agreement shall be deemed to have been drafted by both parties, and no 13. NOTICES: Any notices to be given or submitted by either party to the other pursuant tot this Agreement shall be made in writing and sent by first class mail, postage paid or by  by both parties.  purposes of interpretation shall be made to the contrary.  hand delivery to: COUNTY: Dale County Revenue Commissioner Attn: Eleanor Outlaw PO: Box 267 Ozark, AL 36361 Copy to: Dale County Commission Attn: County Administrator 202S. Highway 123 Suite C Ozark, AL36360  CONSULTANT: Government Services Alabama, LLC 164 Willow Bend Dr. Wetumpka, AL 36093  GS&A and County/Assesing Official can extendt the contract term bcyondt bwelve (12) months upon approval ofa ally partics and  contingent upont the county! budgeting for auditing and compliance reviews services.  6    Exhibit 4  Executed and enteredi intol by the parties hereto.  ACCEPTED: Dale County, Alabama AUTHORIZED SIGNATURE: Shs AE Steve McKinnon DATE: ATTEST BY: Cheryl Ganey County. Administrator COUNTY (SEAL)  ACCEPTED:  Government Services Alabama, LLC AUTHORIZED SIGNATURE: B.2PBass Bill Bass TITLE: Owner/Manager DATE: ATTEST: BY: TITLE:  TITLE: County Commission Chairman  03B3  Apby  APPROVED: (IF NECESSARY) AUTHORIZED SIGNATURE:  APPROVED: (IF NECESSARY) AUTHORIZED SIGNATURE:  NAME: TITLE: DATE:  NAME: TITLE: DATE:  7    Exhibit 5  Ingenuity Statement of Work - 01 Amendment1  This Amendment ("Amendment 1"), dated August 1, 2023, revises Statement of Work - 01 between the Dale County Commission ("Dale County") and Ingenuity, Inc. ("Ingenuity") dated August 1, 2019 ("SOW-01"). SOW - 01 is incorporated within the Master Agreement ("Agreement") between Dale County and Ingenuity also dated  August 1, 2019.  Dale County and Ingenuity agree to amend SOW- - 01 as follows:  Thel End Date is changed to September 30, 2026 and willl be automatically extended ini two-yeari increments unless terminated in writing by either party at least sixty (60) daysi in advance of the End Date applicable at The Annual Fee will continue tol be $28,500 from October 1, 2023 through September 31, 2026.  that time.  All of the other details included in SOW-01 will remain unchanged.  IN WITNESS WHEREOF, the parties have entered into this Amendment 1 as of the day and year first above  written.  Dale County Commission Signature: sl AS  Ingenuity, Inc. Signature: By: Title: President  By: Title: Chairman  Steve Mckinnon  Rick A. Hayes    Exhibit 5  Ingenuity Statement of Work-02 Amendment1  This Amendment ("Amendment 1"), dated August 1, 2023, revises Statement of Work - 02 between the Dale County Commission ("Dale County") and Ingenuity, Inc. ("Ingenuity") dated. August 1, 2019 ("SOW-02"). SOW - 02 is incorporated within the Master Agreement ("Agreement") between Dale County and Ingenuity also dated  August 1,2019.  Dale County and Ingenuity agree to amend SOW - 02 as follows:  The End Date is changed to September 30, 2026 and will be automatically extended in two-year increments unless terminated in writing by either party at least sixty (60) daysi in advance of the End Date applicable at The Annual Fees will continue to be $34,560 for the Mapping/Appraisal Module related Services, as well as $10,800 for the AssessmenlCollection Module related Services, through September 30, 2024. The Annual Fees will be $37,200 for thel Mapping/Appraisal Module related Services and an additional $10,800 for the Asessment/Collection Module related Services from October 1,2024 through September 30, 2025. The Annual Fees will be $40,200 for the Mapping/Appraisal Module related Services and an additional $10,800 for the Assessment/Colection Module related Services from October 1, 2025 through September  that time.  30,2026.  All of the other details included in SOW-02 will remain unchanged.  IN WITNESS WHEREOF, the parties have entered into this Amendment 1 as of the day and year first above  written.  Dale County Commission Sipm5h 45  Ingenuity, Inc. Signature: By: Title: President  By: Title: Chairman  Steve Mckinnon  Rick A. Hayes    Exhibit 6  MEMORANDUM OF UNDERSTANDING (MOU)  between and  SOUTHERN ALABAMA REGIONAL COUNCIL ON AGING (SARCOA)  Dale County Emergency Management. Agency  IN Mission  As an Area Agency on Aging, SARCOA provides information, resources and services which The purpose of this MOU is to facilitate the protection of vulnerable older adults during a disaster or emergency event through the sharing of information, data, resources and/or SARCOA is available to provide information and assistance to elderly and disabled personnel. individuals  promote independence for seniors, disabled individuals and caregivers.  II. Purpose  clients in need of assistance during an emergency.  III. Term  The term of this MOU is from this date forward. It shall be reviewed at least every three ensure that it is fulfiling its purpose and to make any necessary revisions. Either organization years  to  may terminate this MOU upon written notification of 10 days. There will be no compensation for the above described activities.  IV. Authorization  WHEREAS, pursuant to the commitment between Dale County Emergency Management and SARCOA, this Memorandum of Understanding is executed outlining the purpose and Agency of commitments and responsibilities that will be provided by Dale County Emergency Management type IN WITNESS WHEREOF the undersigned have executed this Memorandum of Understanding.  Agency and SARCOA.  Dale County Emergency Management Signature wibi Nlam Name WILIE 7.AbeSHAm Title DALE Couvry EMERGENEY MAMAGER, Title Date 3HLla23  Southern Alabama Regional Council Ehumduh  Agency  on Aging, Name Date  Executive Director //23