FEB 1 4 2025 Board of Commissioners Purdo Gon BY: ORIGINAL Agenda Item Transmittal Form Procurement/Contract Transmittal Form Type ofcontract: 1year Multi-year K Single Event - Contract #: BOC Approval Date: Submission Information Vendor Information Contact Name: Janice Morris Vendor Name: Cott Systems A Department: Clerk of Courts Valoft Corporohion, Tinc. dloc Address: 2800 Corporate Exchange Drive Project Title: Hosted Online Index Books Suite 300 Columbus, OH 43231 Funding Account Number: 100-2180-521300-23 M/ Email: contracts@cottsystems.com TOT C 4o. murths Contract amount: $17,200.00 ($430.00/manth) Budgeted (X) Not Budgeted 0 Phone #: 1-866-540-1072 Contract Type: Goods 0 Services (X) Grant 0 Contact: Ken Theodos Contract. Action: New 90 Renewal (X) Change Order 0 Original Contract Number: C-2023-33 Scanoing Term of contract: 40 months shi25-naobs Chief Financial Officer Senior Procurement Manager Signature Ihave revieved the attached contract, and the amount is Ihave reviewed the attached contract, and iti is in compliance approped for processing. with Purchasing Policies of Rockdale County. yclull Signature: Date: avy Signatéré: Dater abapoas ae 7olalmne 212r26 l Detailed Summary of Contract: It Online hosting of index books' for all divisions of the Clerk of Courts offices. This provides online access to digitized documents. Department Head/Eleqted Official Signature: Date: Bant mpanse 2-14:25 2421497 cott systemns Contract for Hosted Online Index Books Renewal Rockdale County, Georgia Janice Morris, Clerk of Superior Court January 30, 2025 ONLINE INDEX BOOKS 0000 OIB Cott Systems, Inc. 2800 Corporate Exchange Dr. Columbus, OH 43231 (800) 234-2688 www.cotty:tems.com Rockdale County, Georgia cott systemns MASTER AGREEMENT FOR PRODUCTS AND SERVICES This Master Agreement for Products and Services ("Master Agreement") is by and between Cott Systems, Inc., an Ohio Corporation with principal offices at 2800 Corporate Exchange Drive, Suite 300, Columbus, Ohio 43231 ("Cott") and Rockdale County, Georgia ("Customer"). Cott will provide, and Customer will acquire, the products and services described in any applicable Addendum(s) to be executed by the parties. One or more Addendum(s) may be executed at any time during the term of this Master Agreement and will become part of, and be incorporated in, this Master Agreement at the time of execution. TERMS AND CONDITIONS 1. Term. This Master Agreement will begin when it is signed ("Executed") by Customer and Cott and will continue to be binding until the Master Agreement and all Addendums have expired or terminated. 2. Construction and Interpretation. Subject headings are for convenience only. They do not define, limit or describe the scope or intent of the provisions of the Master Agreement. The Master Agreement, and any Addendum(s) shall be deemed to have been prepared jointly and any ambiguity shall not be interpreted against any party and shall be interpreted as if each oft the parties had prepared the Master Agreement or Addendum(s). Statements set forth in any preamble or recitals are made for the purpose of providing background information. Such statements do not constitute representations, warranties or covenants oft the parties. 3. Conditions. The Master Agreement, any Addendum(s) Executed by Cott and Customer, any attachments or exhibits thereto and these Terms and Conditions constitute the complete and exclusive agreement between Cott and Customer with regard to their subject matter, and supersede all prior or contemporaneous agreements, understandings, discussions or representations. The Master Agreement, any Addendum(s), may not be modified or amended except in writing signed by Cott and Customer. Acceptance of the offer presented by this Master Agreement, any Addendum(s), is limited to the terms set forth herein. The terms of this Master Agreement, including any Addendum(s), and Order Summary may not be edited or modified in any manner prior to signing by Customer. Any additional or different terms added to this Master Agreement, or any Addendum(s), by Customer will be considered proposals for additional terms to the contract and are hereby rejected, unless expressly accepted by Cott in writing prior to performance hereunder. Any term or provision of the Master Agreement that is invalid or unenforceable shall not affect the validity or enforceability of its remaining terms or provisions. No waiver of any term or provision will be effective unless in writing. No such waiver will be deemed a waiver of any subsequent default under the same or any other term or provision. Nothing herein expressed or implied is intended or shall be construed to give any person 2800 Corporate Exchange Dr. Suite 300, Columbus, Ohio 43231 I www. cottsystems. com - (800) 234:2688 Page I 2of15 cotE Rockdale County, Georgia systems other than the parties hereto any rights or remedies. The Master Agreement, any Addendum or part thereof, may be executed in counterparts, each of which when SO Executed shall be deemed to be an original. 4. Authority. By execution of this Master Agreement, or any Addendum(s), Customer represents and warrants that this Master Agreement and Addendum(s), as the case may be, has been properly approved and authorized in accordance with the laws, rules, regulations and procedures governing Customer, and that the person(s) signing on behalf of Customer are authorized to bind Customer to the terms and conditions thereof. 5. Confidentiality. "Confidential Information" means any object code and machine-readable copies of any Cott software, written materials "Documentation'), information, specifications, trade secrets, viewable pages, screen shots or other images of the "Service" (software, products, and services provided by Cott) covered in any Addendum intended for use or viewing only by employees of Customer (as opposed to the public at large) and any other proprietary information supplied to the Customer by Cott. Customer acknowledges that the Confidential Information constitutes valuable trade secrets and agrees that it will use the Confidential Information solely in connection with its internal use oft the Service and will not disclose, or permit to be disclosed, the Confidential Information to any third party without Cott's prior written consent. 6. Patent and Copyright Indemnification. Cott will defend at its expense any action brought against Customer based upon a claim that the Service provided in any Addendum infringes any patent, copyright, trade secret or other proprietary right of any third party and pay any costs and damages finally awarded against Customer in such action, which are attributable to such claim, provided that Customer notifies Cott within fifteen (15) business days in writing of the claim and Cott is given the opportunity of fully participating in the defense and/or agrees to any settlement of such claim. Such indemnity, however, is specifically exclusive of any such claims which arise or result from the misuse of the Service; the use of1 the Service in combination with software not delivered or furnished by Cott; or use of the Service in the manner for which the same was neither designed nor contemplated. If Customer, as a result of a dispute regarding a proprietary right, is required to cease using the Service, Cott shall either (i) modify the Service SO that Customer's use hereunder ceases to be infringing or wrongful, or (ii) procure for Customer the right to continue using the Service. If, after reasonable efforts, Cott is unable to achieve either (i) or (ii) above, either party shall have the right to terminate the affected Addendum upon thirty (30) calendar days written notice to the other. 7. Indemnity. Where permitted by applicable law, Customer agrees to indemnify and hold harmless Cott and its employees and agents from and against any claims, causes of action, losses, damages, costs or expenses (including reasonable attorneys' fees) arising out of or relating to the use of Customer's system by third parties and end-users. 8. Assignment; Successors. This Master Agreement, and any Addendum, will be binding upon and inure to the benefit of the parties hereto, and, except as otherwise specifically provided in the Master 2800 Corporate Exchange Dr., Suite:300, Columbus, Ohio 43231 I www.cottiystems.com, I (800)234-2688 Page I 3of15 COLE Rockdale County, Georgia systems Agreement, their respective successors, and assigns; provided, however, that neither the Master Agreement and Addendum(s), nor any rights under the Master Agreement or Addendum(s), may be assigned, transferred, or encumbered by Customer, directly or indirectly, without, Cott's prior written consent. Cott may assign this Master Agreement or Addendum(s), or anyi interest herein, in connection withi thet transfer of substantially all of the assets or equity interest of Cott or one of its lines of business. 9. Electronic Delivery. This Agreement may be executed and delivered in counterparts (including by facsimile or other electronic transmission such as in .pdf or other electronic delivery format, any such delivery, an "Electronic Delivery"), all of which shall be considered one and the same agreement. This Master Agreement, to the extent delivered by Electronic Delivery, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person including for evidentiary purposes. 10. Payments; Late Charges; Taxes. Unless otherwise specified, all payments are due, without setoff, within thirty (30) calendar days after the date of invoice. Late charges not to exceed three percent (3%) per month, may be assessed by Cott on past due accounts unless prohibited by local law. Furthermore, Cott has the right to end all services and support covered in any Addendum should payment become past due. Reinstatement of services and support may be available to Customer pending receipt of payment of all past due amounts plus any reinstatement fees. Cott's fees are exclusive of all sales, use and similar taxes which may be levied as a result of procuring Cott's Service by Customer, which taxes shall be the responsibility of Customer. If Customer is exempt from anyi tax, Customer shall provide Cott with a valid certificate of exemption. 11. Notices. Except as otherwise specified, any notice or other communication shall be in writing and deemed given when delivered in person, by: mail, fax, e-mail or other electronic means to Cott's headquarter in Ohio or Customer's offices and written confirmation of receipt is received, or two days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth in the Master Agreement. Each party must notify the other party of any change in address for notices. 12. Governing Law. The validity, interpretation and enforcement of this Master Agreement and all Addendums shall be governed by Ohio state law. 13. Warranty. Other than any express warranties set forth in the Master Agreement or any applicable Addendum, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE OR NONINFRINGEMENT. Customer's sole and exclusive remedy for any failure of a product or service to conform to an applicable warranty shall be the repair of such product or refurnishing of such service according to the warranty. This exclusive remedy shall not have failed of its essential purpose. Customer specifically acknowledges that Cott's price for its Service is based upon the limitations of Cott's liability as set forth in these Terms and Conditions. These limitations shall survive any finding that the exclusive remedy of Customer failed of its essential purpose. 2800 Corporate Exchange Dr, Suite 300, Columbus, Ohio 43231 - www.cottsystems com I (800)234-2688 Page I 4of15 cott Rockdale County, Georgia systems 14. Limitation ofl Liability. IN NO EVENT SHALL COTT BE LIABLE FOR LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED OR PUNITIVE DAMAGES EVEN IF COTT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, Cott's liability in the aggregate shall not exceed the amount received by Cott from Customer under the Master Agreement during the Term of associated Addendum(s)s. No action under the Master Agreement may be brought by either party more than one year after the cause of action accrued, except that an action for nonpayment may be brought within one year after the date of last payment. 15. Force Majeure. Cott will not be liable for any delay or failure due to fire, explosion, action of the elements, strikes or other labor disputes, restrictions imposed by law, rules or regulations of a public authority, acts of military authorities, war, terrorist acts, cyber criminal acts, riots, civil disturbances, solar flares, interruptions, or delays of utilities, telephone or telecom service, interruption of transportation facilities, and any other cause which is beyond the reasonable control of Cott, and which, by the exercise of reasonable diligence, Cott is unable to prevent. The happening of such Force Majeure will extend the time of performance to such extent as may be necessary to enable it to complete performance after the cause or causes of delay or failure have been removed. 16. Material Breach by Customer. Cott may: terminate an Addendum if the Customer materially breaches an Addendum and fails to correct the breach within thirty (30) business days following written notice specitying the breach. A "material breach" is defined as: a) Customer's violation of the Restriction of Use; b) Customer's unauthorized duplication of the Documentation; c) Customer's violation of its obligations with respect to Cott's Confidentialmformaton: and d) Customer's failure to timely pay Cott all sums due hereunder. Such termination shall not relieve Customer's obligation to pay all fees accrued or sums due and remaining unpaid under the Addendum. Material Breach by Cott. Customer may terminate an Addendum if Cott materially breaches an Addendum and fails to correct the breach within thirty (30) business days following written notice specifying the breach. A "material breach" is defined as: Cott's failure to reasonably perform its obligations hereunder. Such termination shall relieve Customer's obligation to pay fees accrued or sums due and remaining unpaid under the Addendum. 17. Early Termination. Customer may terminate an Addendum by providing sixty (60) calendar days written notice to Cott. Customer shall pay one hundred percent (100%) of the sum of the remaining monthly fees for the then-current term as liquidated damages and not as a penalty. Cott will cease providing the Service as described in the Addendum on the last day of the monthly term that occurs sixty (60) calendar days after Cott's receipt of the termination notice. 18. Service Renewal. Customer will be provided a new Agreement with any adjusted fees at least ninety (90) calendar days prior to the expiration of the then current term. Customer may elect not to renew by providing Cott written notice of non-renewal at least sixty (60) calendar days prior to the scheduled expiration of the then current term. If a new Agreement has not been executed and written notification of non-renewal has not been provided prior to the expiration of the then current term, 2800 Corporate Exchange Dr, Suite 300, Columbus, Ohio 43231 I www.cotiygitcms.com: I (800)234-2688 Page I 5of15 COLE Rockdale County, Georgia systems this Agreement and all corresponding Addendums will automatically renew for successive one-year terms at a fee increase not to exceed twenty-five percent (25%) of the current fees. 19. Order of Precedence. Where possible, the terms of this Master Agreement and the terms of each Addendum will be construed consistently. Where not possible, the terms of this Master Agreement will control unless specifically preempted by the terms of an Addendum, in which case the Addendum will control. 20. Non-Solicitation. Customer agrees not to encourage or solicit any employee to leave Cott's employment or to hire Cott employees while this Master Agreement is in effect and for a period of three (3) years after expiration. The Terms and Conditions, attached herein, govern the provision of products or services by Cott under this Master Agreement and any Addendum executed by Cott and Customer. Cott and Customer have executed this Master Agreement to be effective as of the date it is signed by both Cott and the Customer Rockdale County, Georgia (County, Parish, Town) VALSOFT CORP, INC. dba COTT SYSTEMS CUSTOMER Davig Scheiine January 30, 2025 (Signature) (Date) (Signature) (Date) David J. Scheine ENu Van Ness (Print? Name) (PrintNama) 4 Chief Executive Officer Chair CEO (PrintT T e) (PrintTitie) - below alirc - a Src Mttest) (Signature) (Date) Customer acknowledgement required on additional page(s.) Please digitally sign and initial; or print, sign, and initial original copy. Once contract is signed, please fax or email the entire contract to Cott. To: Cott Systems I ATTN: Finance Dept. I 1.866.540.1072 I contacerotsyptemscom Approved as tot form ATTEST: M. Qader A. Balg, County. Attorney Jennifer O. Rutledge, County Clerk 2800_Corporate Exchange Dr, Suite 300, Columbus, Ohio 432311 www. cottsystems: com I (800) 234-2688 Page I 6of15 coLt Rockdale County, Georgia systems HOSTED SERVICES ADDENDUM This Hosted Services Addendum ("Addendum") is by and between Cott Systems, Inc. ("Cott") and Rockdale County, Georgia "Customer"). This Addendum is being "Executed" (signed) under the Terms and Conditions of Cott's Master Agreement for Products and Services. 1. Term. The initial term of this Addendum will begin on the date this Addendum is entered into and continue for the Initial Service Term specified. The expiration shall occur on the last day of the month of the applicable anniversary of the Go-Live Date. For example, if the Go-Live Date is March 15, the initial term will expire March 30 of the applicable year. 2. Services. During the term, Cott will host and make available to Customer the service specified and described (the "Service"). The Service may be used only by current employees, staff, public searchers and authorized officials of the Customer and only in accordance with any use limitations specified (collectively, the Limitations on Use"). Cott will make available through the Service online user help instructions and provide written materials as deemed applicable by Cott in connection with the deployment ofthe Service (the Documentation'". 3. Customer Link. Customer is responsible for procuring and maintaining a high capacity internet service line and any specified security measures according to the specifications (the "Customer Link") in order to ensure proper transmission of the Service. Customer is required to have current anti-virus protection on all workstations that update the Hosted System. Cott relies on the Customer during the initial implementation and throughout the service term to verify from time to time that their internet service is properly functioning. Wireless connections in Customer's office are not supported. 4. Data Presented. While the Service allows for excluding certain data from being viewable when accessing the Hosted System, Customer acknowledges and agrees that Customer is responsible for complying with all applicable laws regulating the disclosure of private, sensitive or personal information. Cott exercises no control over, and specifically rejects any responsibility for the form, content, accuracy or quality of information of the Customer passing or obtained through or resident on the Hosted System. Customer is responsible for determining which records, fields, data, images or portions thereof, are available for searching or viewing of the Customer's data and images on the Hosted System. Customer will be responsible for implementing and carrying out such standards, and Customer is responsible for any data input errors. Customer will permit Cott to include in the viewable portion of Customer's website customary terms of use applying to Customer's end-users, and any provisions reasonably required by Cott from time to time. 5. Customer's End-Users. Customer will support all queries and training required by Customer's end- users. Customer's end-users are not covered by this Service or by Cott Customer Support. This includes, though not limited to, public searchers and internet users of Customer's system. Customer is responsible for establishing, managing and monitoring accounts with such end-users and will require all end-users to agree to and abide by terms of use containing terms reasonably acceptable to Cott in - 2800 Corporate Exchange Dr., Suite 300, Columbus, Ohio 43231 I www.cotytems.com: I (800) 234-2688 Page I 7of15 cott Rockdale County, Georgia systems connection with the use of Customer's system. Cott and Customer agree that end-users are not permitted to copy data and images in a bulk scraping fashion using a software program (aka data mining). Cott cannot control or eliminate such activity though does take reasonable steps to monitor against and block such activity to protect both parties' internet bandwidth capacity and the Customer's data and images. 6. Ownership of Service and Data. Nothing in this Addendum shall be construed to grant Customer any ownership right in the Service, Cott's software or the Documentation. Cott and Customer agree that Cott is the owner of the Service. Customer is the owner of the Customer's data on the Hosted System. Customer owns all rights and privileges to such data and Cott will not remarket or claim ownership in it. 7. Disclaimer of Warranty. COTT DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, DISCLOSURE, COMPLETENESS, LEGALITY OR RELIABILITY OF INFORMATION DISPLAYED AS A RESULT OF THE USE OF THE SERVICE. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NEITHER COTT NOR ANY OF ITS VENDORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, THE HOSTED SYSTEM OR THE OTHER PRODUCTS OR SERVICES PROVIDED BY COTT OR THE FUNCTIONALITY, PERFORMANCE, RELIABILITY, COMPLETENESS, TIMELINESS, SECURITY OR RESULTS OF USE THEREOF. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NEITHER COTT NOR ANY OF ITS VENDORS WARRANTS THAT THE SERVICE, THE HOSTED SYSTEM OR THE OTHER PRODUCTS OR SERVICES PROVIDED BY COTT OR THE OPERATION THEREOF ARE OR WILL BE COMPLETE, ACCURATE, ERROR- FREE, UNINTERRUPTED OR SECURE OR MEETS OR WILL MEET CUSTOMER'S REQUIREMENTS. 8. Service Availability. Excluding certain conditions such as those listed below, Cott commits to provide 99.5% uptime for the Service during each calendar quarter of the Term, excluding regularly scheduled maintenance times. Conditions that are not covered under Service Availability include: a) Connectivity provided by Customer's internet service provider; b) Uptime/reliability of Customer's network; c) Uptime of Customer's hardware; d) Scheduled outages or Maintenance; e) Unexpected interruption due to an unauthorized third partyi intrusion; f) Any problems with network providers, such as: network applications, equipment, omissions of network provider, local provider service interruptions. The above conditions are provided as examples and do not represent all possible conditions. 9. Service Maintenance. Regular maintenance of the Service by Cott is required. The maintenance time will be communicated to Customer and is completed during non-working hours, typically scheduled to occur at night and/or on the weekend. Cott also reserves the right to interrupt the Service for unscheduled maintenance when necessary and only interrupt the Service during normal work hours when absolutely necessary. 10. Updates. Customer will be required to accept updates, patches and new releases, whether to the Network Software or the Hosted System, that Cott deems necessary or desirable in order to maintain d 2800 Corporate Exchange Dr., Suite 300, Columbus, Ohio 43231 I www.cottsystems: com 1 (800) 234-2688 Page I 80 of15 COtE Rockdale County, Georgia systems or optimize the performance of the Service. This includes running an optimization procedure on each hosted station to increase operational efficiencies and performance. 11. Security and Data Protection. Cott mplements numerous security and data protection procedures within Cott's data center to protect Customer's data. These procedures include: a) Active/passive firewall configuration to prevent unapproved port access; b) Use of core configuration to reduce server security attack surface; c) Host Intrusion Detection System (HIDS) to monitor suspicious activity; and, d) Backup strategies storing multiple copies of Customer's data on varied technology solutions at different locations. While Cott is diligent in using multiple procedures to prevent unauthorized access to protected data, Customer acknowledges that it is virtually impossible to eliminate this risk one- hundred percent (100%) of the time due to the public nature oft the internet. 12. Defect Warranty. Cott warrants that the Service will perform as intended. Customer shall give Cott prompt notice of any defect. If Cott determines that the Service is defective and is covered by the warranty, Cott will remedy the deficiency. Cott will be afforded a commercially reasonable period of time to remedy the deficiency and will not be considered in breach if Cott commences to cure the deficiency within such period and diligently proceeds towards the remedy of the deficiency. The foregoing are Customer's sole and exclusive remedies for breach of this warranty. This warranty is expressly contingent upon proper use and application of the Service at all times in accordance with the Documentation. The warranty does not apply if malfunctions or errors are caused by defects in Customer's associated equipment, software or networks or a deficiency in the Customer Link. 13. Implementation. There will be a scheduled time for Cott to install the Service. Customer acknowledges that implementation delays requested by the Customer may cause Customer to incur additional fees. 14. Training. Cott will provide training to the Customer on the operation of the Service. Cott will make available through the Service online user help instructions and Documentation as deemed applicable by Cott in connection with deployment oft the Service. Customer acknowledges that additional charges will apply for training requested by the Customer that is beyond what is outlined. 15. Customer Support. Cott's Customer Support program is included in the hosted service offering and contains two elements as it relates to Cott provided products: 1) Cott provides customer support services and, 2) Cott provides software update services. Provided Customer is not then in breach of their contract or delinquent in payments, the Customer Support program provides Customer with unlimited phone support and unlimited remote connection support by wayo ofa central contract person at the Customer site. The Customer Support program also entitles Customer to receive, at no additional charge, software patches ("Patches") and software releases ("Releases") to the current version of any Cott software underlying the Service which increase the speed, efficiency or ease of operation of the Service. Patches typically are driven by Cott's Technical Support where the reported issue is deemed a 'bug. Releases are a group of enhancements to the current version of the existing software modules and are evaluated by a Cott committee prior to development and implementation. Any hardware or equipment upgrades at Customer's site that are necessary in order to install and run - E 2800 Corporate Exchange Dr., Suite 300, Columbus, Ohio 43231 I www.cotby:tems.com: 1 (800), 234-2688 Page I 9of15 COLE Rockdale County, Georgia systems the Releases will be the responsibility of the Customer. Cott Systems reserves the right to charge an hourly feet for support related to any hardware not purchased through Cott Systems. This includes, but is not limited to, printer or equipment setup and installation services requested by the customer through Customer Support. 16. Fees. Cost of the Service ("Fees") during the Term are specified. Ongoing Monthly Fees will begin on the first (15) of the month following the date the Service is active ("Go-Live Date") and then will be subsequently invoiced in advance of services rendered. Customer acknowledges there is a limited time to implement the software and, in the event, not all the software is installed at the time of the initial implementation, Cott will begin invoicing Customer for the total fees for the all software specified within ninety (90) calendar days of the initial Go-Live Date. 17. Increase in Storage Capacity. Customer acknowledges that the Customer's S fees are based, in part, on the number of instruments, images, transactions in the databases, the number of Cott software products in place and the annual filing volume (collectively, the "Storage Factors"). If at any time Cott determines that the storage capacity should be upgraded to accommodate an increase in any one or more oft the Storage Factors or if bandwidth should be upgraded to accommodate the Hosted System, Cott will inform Customer of the price increase which will go into effect the next monthly billing cycle. Cott reserves the right to pass through any increases in hosting fees whether related to Customer's usage or related to increased costs from Cott's hosting provider. 18. Standard Terms. Cott's Master Agreement for Products and Services also applies to the provision of products and services by Cott under this Addendum and the terms of such Agreement are hereby incorporated by reference. The terms actually set forth in this Addendum will govern in the event of any conflict or inconsistency between its terms and thei terms set forth in any other document between the parties. The terms of this Addendum govern the provision of the Service by Cott under this Addendum. X Customer. Acknowledgement: Date: - 2800 Corporate Exchange Dr, Suite 300, Columbus, Ohio 43231 L www.rotiytems.com, (800) 234-2688 Page I 10of 15 cott Rockdale County, Georgia systems HOSTED ONLINE INDEX BOOKS RENEWAL ORDER SUMMARY RENEWAL TERM: 8/1/2025 THROUGH 7/31/2028 1. Online Index Books (OIB) with Records. For continued use/access. 2. User Licenses. One (1) Hosted user license for use with OIB Find and Replace Utility. Unlimited search, rights to use software for term of contract. 3. Deployment. Hosted deployment. 4. GB of Images (Storage Factors). 196 GB. 5. RECORDhub eCommerce Gateway for OIB. Continued access included. 6. Requirements. Authorized access to Cott systems products (excluding eSearch) is limited to Rockdale County, Georgia employees, no access may be granted to third-party. suppliers. 7. Software Assurance. Included. Software Assurance allows unlimited phone support and unlimited remote support. Software Assurance provides software patches and releases to the current version of our software to increase speed, improve efficiencies, and the ease of operation for you and your staff. Lease Fees - Schedule of Payments Service Term 40 Months Hosted Online Index Books Services $ 430 /mo. TERM: the new forty (40) month contract term for Hosted Online Index Books is effective from 8/1/2025 through 11/30/2028. In addition to the above, Customer is invoiced separately $3,015 per month for Hosted Resolution3 Services through 11/30/2028. X Customer Acknowledgement: mul SMAMIS Date: Lyf.ns 2800 Corporate Exchange Dr., Suite300, Columbus, Ohio 432311 www. cottsystems.com 1 (800) 234-2688 Page I 11of15 COtE Rockdale County, Georgia systems SPECIFICATION SHEET Customer to provide the following: Work & Search Stations Use one of the following supported browsers: Microsoft Edge Google Chrome Mozilla Firefox Broadband High-Speed Access * Ifa acquiring new hardware for Online Index Books please contact your sales representative for additional assistance. -- a 2800Corporate Exchange Dr., Suite 300, Columbus, Ohio 43231 1 www.cotbyptems.com: ((800)234:2688 Page I - 120 of 15 COLE - Rockdale County, Georgia systems SERVICE LEVEL AGREEMENT FOR COTT SYSTEMS HOSTED SOLUTIONS Service Level Commitment Cott Systems commits to provide 99.5% uptime with respect to the Customer's Service during each quarter of the Term, excluding regularly scheduled maintenance times. Customer will be required to accept updates, patches and new releases, whether to the Network Software or the Hosted System, that Cott deems necessary or desirable in order to maintain or optimize the Service. Certain conditions deemed to be not under Cott's control shall not be covered under this Service Level Agreement. These conditions include, but are not limited to: Connectivity provided by Customer's ISP (example, the customer link) Uptime or reliability of Customer's network Uptime of Customer's hardware Unexpected interruption due to an unauthorized third party intrusion Other scheduled outages Packet loss Problems with underlying network providers: network or applications, equipment of facilities, acts or omissions of any underlying network provider, any use or user of the service authorized by an underlying network provider, Force Majeure (see Addendum) or local access provider outages or service interruption. Scheduled and Unscheduled Maintenance Regularly scheduled maintenance does not count as downtime. Maintenance time is regularly scheduled ifi it is communicated in accordance with the notice section set forth below at least two full business days in advance of the maintenance time. Regularly scheduled maintenance time will typically be scheduled a week in advance, scheduled to occur at night on the weekend, and take less than 10 hours per quarter. Cott Systems provides notice that every Sunday night from 10:00 PM - 10:30 PM EST is reserved for routine scheduled maintenance as needed. Cott Systems reserves the right to take down the service for unscheduled maintenance at any time. Such unscheduled maintenance will be counted against the uptime guarantee. Updates and Notices This Service Level Agreement may be amended by Cott Systems only after providing 30 days advance notice. Notice will be communicated to the person designated as Administrator of your system or of your Cott System's account. Notices will be delivered by e-mail, or on the authentication screen of your software portal. Customers to accept /receive updates as Cott deems necessary to appropriately maintain & optimize the hosted environment. This will help us keep customers on the same version in this environment. Customer is responsible for antivirus protection on stations that update the hosted site with index data and/or images. E 2800Corporate Exchange Dr., Suite 300, Columbus, Ohio 43231 I ww.cotbytemscom: I (800) 234-2688 Page 13 of 15 cott Rockdale County, Georgia systems Services Cott Provides Management of server infrastructure to support the Cott software applications in the hosted environment, including: Assure maintenance and warranty coverage. Manage all security and software updates for all hardware and systems contained within the hosted environment. Manage disaster recovery backups. Maintain high availability & redundancy. Support access and utilization of the Cott software applications in the client's environment, including: Troubleshooting of Citrix issues. Assisting Customer's IT resources in resolving issues with printers, scanners, workstations, etc. Services Customer Provides Equipment in the Customer's office, including Domain Controller and inclusive of managing antivirus software provisions. Manage and support in the Customer's office all configuration of network, internet, firewall, workstations, peripherals and other client-owned technology. Communicate details on all users who need access to the Cott solution. Maintain backups of all data and systems not part of the Cott hosted environment. 2800Corporate Exchange Dr., Suite 300, Columbus, Ohio 43231 I www.cottytems.com, (800)234:2688 Page I 14 of 15 COLE Rockdale County, Georgia systems CUSTOMER SUPPORT EXHIBIT Customer Support Structure Our automated system directs incoming Customer calls to the appropriate Customer Support Specialist. Customer Support is organized into product centric teams. This structure allows each Specialist to develop expertise in a concentrated area of Cott's vast offerings. Team members are encouraged to work together to resolve issues and use all resources available to answer your questions timely and accurately. Contacting Customer Support Cott Customer Support is available using any of the follow methods: CUSTOMER SUPPORT PORTAL: https://valsoft-cottystemsnaa.teamsupport.com o Customers can submit tickets, track support requests, and browse our knowledge base of information with how-to instructions. TOLL FREE HOTLINE: 800-588-COTT EMAIL: upperterotbytemscom FAX: 866-540-1072 Escalation Procedures Ify you are not satisfied with the service provided by Cott's Customer Support Specialists, please let us know. We have weekly meetings to discuss Customer input and determine what is needed to improve our support processes. Please contact Cott's Customer Support Manager to discuss matters of concern: Lynda Gilbert Director of Client Success Office: 800-234-COTT, Ext. 242 Email: ynda.gibert@cottsystems.com 2800 Corporate Exchange Dr., Suite 300, Columbus, Ohio 43231 - www. cottsystems. com I (800) 234-2688 Page I 150 of 15