HomeMy WebLinkAbout2017-218-E Housing - Emphasys Software for housing choice voucher DocuSign Envelope ID: E99BD042-6278-47A2-A065-D9DF68E4A938
[Departmental Use Only]
TITLE Emphasys Software
FY 2016-17
ORANGE COUNTY
CONTRACT UNDER$15,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 11th day of May, 2017, ("Effective Date") by
and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the
"County"),party of the first part; and Emphasys Sorftware(the "Provider"),party of the second part;
WITNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby
contracts for the services of the Provider, and the Provider agrees to provide the following services to the
County in accordance with the terms of this Agreement, time being of the essence:
The services and/or materials (hereinafter referred to collectively as "Services") to be furnished
under this Agreement are as follows: See Attachment A- Streamline(Residential Portal)with Hosting Sales
Quote and Attachment B -Partner Portal with Hosting Sales Quote
The term of this agreement rendered shall be from May11, 2017 to May 10, 2018.
Provider represents and agrees that Provider is qualified to perform and fully capable of performing and
providing the services required or necessary under this Agreement in a fully competent, professional and
timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in
the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies,
ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not
sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or
responsibility granted or required by this Agreement,without the prior written approval of the County.
SPECIFIC TERMS
1. Compensation: The County agrees to pay at the rates specified for Services satisfactorily
performed in accordance with this Agreement.
a. The amount to be paid by the County shall not exceed Fourteen Thousand One Hundred Sixty
dollars, ($14, 160). Payable as follows:
(1) Streamline(Residential Portal)with Hosting $ 8,600
(2) Partner Portal with Hosting $ 5,560
b. Payment upon Signing: Upon signing County will pay Provider Two Thousand dollars
($2,000)for Streamline Portal as provided in Attachment A and One Thousand dollars ($ 1,000)
for Partner Portal as provided in Attachment B, both payment which will applied to reduce the
total amount to be paid to Provider. The remaining payments shall be paid by County after
receiving a properly submitted invoice.
c. Payment shall be made within thirty (30) days of an invoice properly submitted to County.
Should Provider fail to perform its duties under the terms of this Agreement, County may,
without fault or penalty, withhold any payment associated with the work to be performed until
such time as said work is completed.
2. Non—waiver: Failure by County at any time to require the performance by Provider of any
of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor
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shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of
this Non-Waiver Clause.
3. Independent Contractor: The Provider shall operate as an independent contractor and the
County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated
as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or
workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of
any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider.
4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability
Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may
be required by County's Risk Manager as such insurance requirements are described in the Orange County
Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is
incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk
Manager determines additional insurance coverage is required such additional insurance shall consist of
(if no additional insurance required mark N/A as being not applicable). Provider shall not commence
work until such insurance is in effect and certification thereof has been received by the County's Risk
Manager.
5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County
from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable
attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or
destruction of any property caused in whole or in part by any negligent or intentional act or omission on the
part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed
pursuant to this Agreement on the part of the Provider.
6. Limitation of Liability: Provider shall not be liable to County or any other person for any
claim or damages arising directly or indirectly from the furnishing of Equipment, Software, Services, or any
documentation relating to such Equipment, Software or Services provided hereunder or from any other
cause, except for claims arising from the negligence or willful misconduct of Provider or Provider'
employees, agents or subcontractors. Liability of Provider for negligence shall in no event exceed the total
price of the item of Equipment, Software Module, or particular Service that is the subject of the claim.
Except for acts of willful misconduct, in no event shall Provider be liable to County or any third party for
indirect, incidental, special, consequential, or exemplary damages of any kind arising out of the existence,
furnishing, functioning or the use of the Equipment, Software or Services provided hereunder, even if
Provider has been advised of the possibility of such damages.
7. Termination: This Agreement may be terminated at any time by mutual written agreement of
the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon
reasonable notice to the Provider.
8. Entire Agreement and Signatures: The parties have read this Agreement and agree to be
bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the
Agreement between the parties unless and until modified in writing and signed by the parties. This
Agreement together with any amendments or modifications may be executed electronically. All electronic
signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of
the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66.
9. Priority: In determining the basic services to be provided, should any documents be
referenced in or attached to this Agreement, the terms of this Agreement shall have priority in any conflict
between the terms of referenced documents and the terms of this Agreement.
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10. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the
State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and
federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws,
policies,rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living
Wage Policy (each policy is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing division/contracts.php.). Any violation of this
requirement is a breach of this Agreement and County may immediately terminate this Agreement without
further obligation on the part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and
shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By
executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the
services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58.
11. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with
respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in
the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the
parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding
arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
12. Non Appropriation: Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority of its statutory
mandate. In the event that public funds are unavailable and not appropriated for the performance of County's
obligations under this Agreement, then this Agreement shall automatically expire without penalty to County
immediately upon written notice to Provider of the unavailability and non-appropriation of public funds.
12. Proprietary Information&Non-Disclosure
a. Licensed Software, including source code and Support Services, and all documents related
thereto, constitutes proprietary information and trade secrets to Provider or to the principals for
whom Provider is the authorized agent. Title and full ownership, including any modifications
or revisions thereto, shall at all times remain with Provider or its principal.
b. County may not make copies of the Licensed Software except for backup, archival, emergency
recovery purposes or to replace a worn copy. If this License Agreement is terminated, all such
copies must be destroyed and the Licensed Software returned to Provider.
c. County agrees that it will not allow others to reverse engineer, disassemble, de-compile or in
any way tamper with the Licensed Software.
d. County shall take all reasonable steps to ensure that all Licensed Software, in whatever form,
and all documents relating thereto, are held in confidence by County, its employees and
consultants and are not disclosed or made available to any third party not licensed by Provider,
without the prior written consent of Provider. County shall instruct in writing all parties having
access to the Software of their obligations under this Article.
e. In the event of County's breach of this Article, as determined by Provider, Provider shall have
the right to enjoin County from further breach and obtain such relief as may be determined by a
court of competent jurisdiction.
[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID: E99BD042-6278-47A2-A065-D9DF68E4A938
IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of
the day first written above.
O GE�O]INTY PRO ;,.. •ned by:
1jbin,ln,lt, A A1141t,V'Stt, /19/2017 �l t bbrA ,
By' ®6 ... BY _�•. RQOaz�+a
37954 55E477 ...
County Manager Title:
200 S. Cameron St. Emphasys Software
P.O. Box 8181 3890 Charlevoix Avenue, Suite 370
Hillsborough,NC 27278 Petoskey, MI 49770
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