HomeMy WebLinkAbout2023-048-E-Tax Dept-NCACC-NCPTS Software Licensing & Pool FundsRevised 06/21
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[Departmental Use Only]
TITLE NC Association of
County Commissioners
FY 2022-2023
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of
September, 2022, (“Effective Date”) by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and North Carolina
Association of County Commissioners, having an address of 323 West Jones Street, Suite 500,
Raleigh, NC 27603, (hereinafter, the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project): License to use certain North Carolina Propety Tax
System (NCPTS) software and pool funding for software enhancements.
ii) By executing this Agreement, the 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.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
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with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
quality, accuracy and timely completion and submission of all work related to the
Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns 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.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it or its employees,
agents and subcontractors engaged in such activities possess such licenses,
certifications, or credentials and that such licenses certifications, or credentials are
current, active, and not in a state of suspension or revocation.
vi) In determining the Basic Services to be provided, should any documents be
referenced in 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.
vii) Should this Agreement involve project designs, the construction or creation of
which is to be bid out or fulfilled by other contractors, and bidding or negotiation
with contractors produce prices which, when added to the other elements of the
approved total project cost, produce a cost that is in excess of the approved total
project cost, the Provider shall participate with the County in negotiation and
design adjustments to the extent such are necessary to obtain prices within the
approved total project cost. All activity of the Provider with respect to these
matters shall constitute Basic Services and shall be performed by the Provider
without additional compensation. If negotiation and design adjustments fail to
bring costs within the total project cost the County may reject all bids and
Provider will redesign or reduce portions of the project in an effort to reduce the
bid prices to within the total project cost and rebid the project. One such redesign
is included within Basic Services. If this second letting for bids does not produce
bids that are within the approved total project cost initially or after negotiations
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with the contractor the cost is not reduced to an amount within the total project
cost, the Provider is not obligated to engage in further redesign.
3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): License to use certain North Carolina Property
Tax System (NCPTS) software and annual pool funding as further described in attached
Exhibit I.
4. Duration of Services
a. Term. The term of this Agreement shall be from September 1, 2022 to June 30, 2023.
b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform its services in
accordance with the approved project schedule at no additional cost to the
County.
iii) The Commencement Date for the Provider's Basic Services shall be September 1,
2022.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services satisfactorily (as
determined by the County) performed pursuant to this Agreement. The maximum
amount payable for Basic Services shall not exceed Thirty Thousand Dollars ($30,000).
Payment for satisfactorily performed Basic Services shall become due and payable
within thirty (30) days of Provider properly invoicing County. Payment shall be subject
to provisions of Section 5(b).
b. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute. 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.
c. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
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a. Cooperation and Coordination. The County has designated (Nancy Freeman, Tax
Administrator) to act as the County's representative with respect to the Project who shall
have the authority to render decisions within guidelines established by the County
Manager or the County Board of Commissioners and who shall be available during
working hours as often as may be reasonably required to render decisions and to furnish
information.
7. Insurance
a. General Requirements. 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 N/A (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.
8. Indemnity
a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without
limitation, to defend, indemnify and hold harmless the County from all loss, liability,
claims or expense, including attorney's fees, arising out of or related to the Project and
arising from property damage or bodily injury including death to any person or persons
caused in whole or in part by the negligence or misconduct of the Provider except to the
extent same are caused by the negligence or willful misconduct of the County. It is the
intent of this provision to require the Provider to indemnify the County to the fullest
extent permitted under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days’ prior written notice to
the Provider.
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
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written notice of its intent to terminate this Agreement for cause. Either party may
terminate this Agreement upon notice to the other party that obligations pursuant to this
Agreement are made impractical due to declarations of emergency by Orange County or
by North Carolina due to events directly impacting Orange County. Both parties shall
remain responsible for all payment and performance due up to the receipt of such notice,
but shall have no further obligation or responsibility beyond that date provided the
terminating party has taken all reasonable steps to complete the performance of its
obligations.
c. Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider. Upon request of the County, the Provider shall submit to County all
relevant documentation, including but not limited to, job cost records, to support
its claims for final compensation.
ii) Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a
waiver of any other required compliance with this Agreement.
e. Suspension. County may suspend the Basic Services and this Agreement at any time for
County’s convenience and without penalty to County upon three (3) days’ notice to
Provider. Upon any suspension by County, Provider shall discontinue work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
11. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are 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 identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
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on the list created by the State Treasurer pursuant to G.S. 147-86.81.
c. Non-Discrimination. 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 non-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 the Orange County Non-Discrimination Policy 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.
d. 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.
e. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
f. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
g. Ownership of Work Product. Should Provider’s performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
h. 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 or 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 or non-appropriation of public funds. It is expressly agreed that County
shall not activate this non-appropriation provision for its convenience or to circumvent
the requirements of this Agreement.
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In the event of a change in the County’s statutory authority, mandate or mandated
functions, by state or federal legislative or regulatory action, which adversely affects
County’s authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County’s legal authority.
i. Signatures. 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.
j. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Provider’s Name
Attention: Nancy Freeman Kevin Leonard, Exec Diector
P.O. Box 8181 323 West Jones St., Suite 500
Hillsborough, NC 27278 Raleigh, NC 27611
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
By: _________________________________
Bonnie Hammersley, County Manager
By: __________________________________
Kevin Leonard, Executive Director
Printed Name and Title
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ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: NCACC Party/Vendor Contact Person: David Baker Contact Phone: 919-715-4365
Party/Vendor Address: Box 27288 City Raleigh State: NC Zip: 27611-7288 Department: Tax Administation
Amount: $17,111 for 2022 and up to $30,000 in future years Purpose: NCPTS Software Licensing & Pool Funds
Budget Code(s): 10315020-625010 Vendor # 33228 (N/A if new vendor) Vendor is a BOCC consultant? Yes
No Contract Type: (Check one) New Renewal Amendment Effective Date 9/1/2022 Approved
by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current
FY Budget Yes No
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature ________________________________________ Date: ________
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed: Pool funds have been paid annually since 2010, without benefit of contract, and the contract is being
put into place now at the request of Finance.Current invoice amount is $17,111. Future years will increase due to
upcoming conversion of LR/CAMA software to Farragut.
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
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2/1/2023
2/6/2023
2/6/2023
Exhibit I
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PROPERTY TAX SOFTWARE AND ENHANCEMENT LICENSE, OWNERSHIP, USE, AND
CHANGE MANAGEMENT AGREEMENT
This AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of September (the
“Execution Date”) by the North Carolina Association of County Commissioners (“Licensor” or “NCACC”) and
Orange County of North Carolina (“Licensee” or “You” or “you”).
RECITALS
WHEREAS, NCACC has worked with Wake County, North Carolina and Farragut Systems, Inc., a North
Carolina corporation (“Farragut”), as successor to Intelligent Information Systems, a North Carolina corporation
(“IIS”), to develop software for a property tax system in North Carolina, and NCACC owns the software and/or
exclusively has rights to be able to make such software available to North Carolina counties; and
WHEREAS, NCACC wishes to make this software, as further described in Exhibit A hereto, and as such
software may be enhanced or updated from time to time (collectively, the “Software”), available to Licensee under
the terms of this Agreement; and
WHEREAS, NCACC has developed a Steering Committee (now known as the Oversight Committee)
(“Steering Committee”) to advise the NCACC Board of Directors on the coordinated use of the Software among
multiple counties in North Carolina, and at the recommendation of this Steering Committee, the NCACC Board of
Directors may charge user fees to the counties to be used for training, support services, development of enhancements,
and other administrative needs determined by the Steering Committee; and
WHEREAS, Licensee wishes to use the Software under the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises, covenants and agreements
contained herein, payment of $10.00 by Licensee to Licensor in consideration for entering into this Agreement, and
other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:
1. Ownership and Licenses.
1.1. The Software is owned by NCACC and/or Farragut. Licensee only acquires a limited right of use of
the Software under this Agreement and shall not own any right, title and interest in and to the
Software, or any modifications made to the Software.
1.2. Licensee shall have a nonexclusive right to use the Software (including all enhancements thereto),
subject to the terms and conditions of this Agreement, and in consideration of payment of such fees
as assessed by the Steering Committee, as described below.
1.3. Licensee may elect to use in machine-readable object format one original copy of the Software at
the following site: ___________________________________________, or may elect to access the
Software online in object format through a portal made available by Farragut (with log-in credentials
that shall be separately notified to Licensee). No rights are granted to Licensee to access the source
code (human-readable version) of the Software.
1.4. Licensee shall pay all freight, transportation, insurance, media related costs, taxes and other
governmental charges, however characterized in connection with your licensing of the Software.
2. Training. Licensor does not provide training in connection with the Software, but Licensee may separately
contract for such training with Farragut.
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3. Copy. Unless the Software is being implemented by the Preferred Provider in a hosted model, Licensee may
make one mirror copy of the Software for backup. This copy shall also be subject to the terms and conditions
of this Agreement. Licensee must reproduce and include any copyright, trade secret, trademark, or
proprietary data notices, and other legends and logos on this copy. Licensee must maintain an accurate record
of the location of the copy.
4. Restrictions. Unless otherwise authorized by Licensor in writing in advance, you may not use the Software
at more than the site designated by you above. Except as specifically provided in Section 3 above, you may
not: make any copies of the Software; reverse engineer, disassemble or network the Software; make
alterations to the Software, or any parts thereof, including but not limited to subroutines, functions, libraries
or other binary code segments of the Software or; or rent, sublicense, lease, loan, distribute, or grant other
rights to the Software, or the associated user and technical documentation (the “Documentation”) to others.
Further, you agree to work in concert with the Steering Committee with respect to requesting and making
any changes or enhancements to the Software, which may be generally applicable across the user base of the
Software or unique to you, except such minor changes as made by Farragut as part of implementing the
Software on behalf of Licensee.
5. Proprietary Rights and Confidentiality. The Software and Documentation are protected by copyright,
patent and trade secret laws. Licensee will take all steps necessary to protect the proprietary rights of Licensor
and Farragut in the Software and Documentation including, but not limited to, the proper display of copyright,
trademark, trade secret and other proprietary notices on any copies of the Software. Licensee will, at its own
cost and expense, protect and defend Licensor’s and Farragut’s ownership of the Software, and
Documentation against all claims, liens and legal processes of creditors of yours and keep the Software, and
Documentation free and clear of all such claims, liens and processes. Licensee will not disclose or publish
to others, and will keep confidential, the Software, except for public portions of the Software intended to be
accessible or visible to tax payers of Licensee.
6. Term and Termination. This Agreement is effective until terminated and Licensee’s rights in Section 1 are
perpetual during such term. Licensee may terminate this Agreement by destroying the Software,
Documentation, and all copies thereof. Licensor may immediately terminate the Agreement if Licensee
materially breaches any representation, warranty, agreement, or obligation contained or referred to in the
Agreement and fails to cure the same within thirty (30) days following notice thereof from Licensor to
Licensee. Upon termination, Licensee shall either promptly return to Licensor all copies of the Software,
Software Enhancements, and Documentation in your possession or destroy all copies of the Software, and
Documentation, and certify in writing that all such copies have been destroyed.
7. No Warranty. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN AS-IS BASIS.
LICENSOR MAKES NO WARRANTIES REGARDING THE SOFTWARE AND DOCUMENTATION,
EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FOR
THE SOFTWARE AND DOCUMENTATION. Licensor does not warrant that the functions contained in
the Software will meet your requirements, that the operation of the Software will be uninterrupted or error
free, or that all defects will be corrected.
8. Steering Committee to Coordinate Use and Modification of the Software.
8.1. Licensor has formed a Steering Committee to administer the licensing, changes, and other matters
related to the Software.
8.2. The Steering Committee is appointed by the NCACC Board of Directors, and advises the NCACC
Board of Directors on matters related to the Software.
8.3. Licensor may set a user fee system to support the Software or services such as provision of technical
support. The fee may be scaled to the relative size of participating counties.
8.4. Licensee shall comply with the Steering Committee by-laws, as well as the policies, and decisions
of Licensor concerning the Software.
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8.5. Licensee shall pay all user fees associated with its use of the Software, as well as any fees assessed
by the Steering Committee into a pooled fund (the “NCPTS Pool Fund”) for the benefit of
participating counties to pay for enhancements to the Software (in such amounts as determined by
the Steering Committee, which may be scaled to the relative size of counties, their transaction
volumes, or as otherwise determined by the Steering Committee) so long as the maximum amount
payable under this agreement does not exceed Ten Dollars ($10.00).
8.6. Licensee shall promptly notify Licensor of any errors, “bugs”, or problems in the Software of which
it becomes aware.
8.7. Licensee shall submit all requests for enhancements to the Software through the Steering
Committee.
8.8. Licensee acknowledges and agrees that any enhancements to the Software will be made available
to all other licensees of the Software who could benefit from the enhancements.
9. Assignment. This Agreement may not be assigned by any of the parties unless the non-assigning parties
give prior written consent, except as permitted in this section. In the event that NCACC should cease to exist
or should cease to undertake a program for the administration of the licensing and enhancement of the
Software, it may assign to each N.C. local government that has licensed the Software from NCACC,
NCACC’s joint ownership rights to the Software to enable to use the Software in its then-current form
perpetually.
10. Notices. Except as otherwise provided in this Agreement, all notices or other communications hereunder
shall be deemed to have been duly given when made in writing and delivered to the Notice Addresses listed
in the signature blocks at this Agreement’s end. The Notice Addresses may be changed by notice given by
such party to the other pursuant to this Section or by other form of notice agreed to by the parties.
11. Nonwaiver. Any failure or delay by any party to exercise or partially exercise any right, power or privilege
hereunder shall not be deemed a waiver of any of the rights, powers or privileges under the Agreement. The
waiver by any party of a breach of any term, condition or provision of this Agreement shall not operate as,
or be construed as, a waiver of any subsequent breach thereof
12. Modifications, Amendments or Waivers. Modifications or amendments to this Agreement and waivers of
any provisions hereof shall be valid only when made in writing signed by duly authorized representatives of
the parties.
13. Severability. If any term, provision or part of this Agreement is to any extent held invalid, void or
unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired or
affected thereby, and each term, provision, and part shall continue in full force and effect, and shall be
interpreted in a manner consistent with the intent of the parties.
14. Dispute Resolution Process. The parties shall use their best, good faith efforts to cooperatively resolve
disputes and problems that arise in connection with this Agreement. When a dispute arises, both parties will
attempt to resolve the dispute pursuant to this section and will continue without delay to carry out all their
respective responsibilities under this Agreement.
14.1. Licensor and Licensee will use their best efforts to resolve disputes arising in the normal course of
business at the lowest organizational level between each party’s staff with appropriate authority to
resolve such disputes. However, when a dispute arises between Licensor and Licensee which cannot
be resolved in the normal course of business, either party may notify the other of the dispute, with
the notice specifying the disputed issues. The Executive Director of Licensor and the County
Manager of Licensee shall use their best, good faith efforts to resolve the dispute within five business
days of submission of such dispute notice. If these representatives are unable to resolve the dispute
within such period, either party may pursue its available legal and equitable remedies.
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14.2. The parties agree that the dispute resolution process described above in this section shall precede
any action in a judicial or quasi-judicial tribunal.
15. Agreement Authorized. Licensor and Licensee have full power and authority to enter into and perform the
Agreement, and the person(s) signing the Agreement on behalf of each has been properly authorized and
empowered to enter into the Agreement. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
For the purposes hereof, a facsimile or PDF signature shall be deemed to be an original.
16. Miscellaneous. Licensor shall not be in default nor liable for any failure in performance or loss or damage
under this Agreement due to any cause beyond its control. If requested by Licensor at any time, you will
certify under oath that you have fully and faithfully observed all of the terms and conditions of this
Agreement. Licensor or its designee may at reasonable times inspect your premises and equipment to verify
that all of the terms and conditions of this Agreement are being observed. This Agreement shall be governed
by the laws of the State of North Carolina, but not including the 1980 United Nations Convention on
Contracts for International Sale of Goods. This Agreement shall inure to the benefit of Licensor, its
successors, administrators, heirs and assigns. Exclusive venue for any action under this Agreement shall be
Wake County, State of North Carolina.
17. Acknowledgement. You acknowledge that you have read this Agreement, understand it, and agree to be
bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive
statement of Agreement between the parties and supersedes all proposals or prior agreements, oral or written,
and any other communications between the parties relating to the Software.
18. Third Party Software Necessary to Use Software. There may be third-party software, including other
software from Farragut, which is necessary or desirable to Licensee to use in connection with the Software
for Licensee to optimize Licensee’s use of the Software. NCACC licenses no software other than the Software
under this Agreement. Licensee is responsible for procuring any other software it desires.
19. Farragut Services Agreement. While Licensor oversees a licensing program for the Software for the benefit
of multiple counties in North Carolina, and acts in accordance with Section 8 above, Licensor does not itself
directly develop, support or maintain the Software. Licensee shall be required to contract with Farragut (or
any successor service provider consented to by NCACC, or notified by NCACC to Licensee in writing) to
receive support and maintenance for the Software or online access to the Software on Farragut’s servers,
except to the extent that Licensee itself self-supports the Software through its employees or hosts the Software
on its servers. NCACC is not a party to any agreements between Licensee and Farragut or any other provider.
[Signature Page Follows]
DocuSign Envelope ID: 3D9FDCE6-4984-4679-82C1-DCF1D71F6432
Exhibit I
5
The parties executed this Agreement as of the Effective Date indicated above.
NORTH CAROLINA ASSOCIATION OF
COUNTY COMMISSIONERS
By:
Print:
Title:
Date: _______________________________
Notice Address
Attn:
Licensee
By:
Print:
Title:
Date: _______________________________
Notice Address
Attn:
This instrument has been preaudited in the
manner required by the Local Government
Budget and Fiscal Control Act.
Date Director of Finance
DocuSign Envelope ID: 3D9FDCE6-4984-4679-82C1-DCF1D71F6432
2/1/2023
Kevin Leonard
Executive Director
2/6/2023
Bonnie Hammersley
County Manager
Exhibit I
6
Exhibit A – Description of Software
The certain North Carolina Property Tax System (NCPTS) software including:
-Billing module
-Collections module
-LRCAMA (Land Records County Assisted Mass Appraisal) module known as “Denali”
Including enhancements thereto
DocuSign Envelope ID: 3D9FDCE6-4984-4679-82C1-DCF1D71F6432
X
X
X
X
X
X
X
X
X
Limit Deductible
$1,650,000 $1,000
11/15/2022
Additional Information:
NONE
Employee Practices Liability LP-NO-402-22 July 1, 2022 July 1, 2023 $2,000,000 Per Claim
$6,000,000 aggregate
LP-NO-402-22 July 1, 2022 July 1, 2023 $1,000,000 aggregate
Evidence of Coverage
July 1, 2023
July 1, 2023
Physical Damage deductible
All Owned Autos,
Each Accident
LP-NO-402-22 July 1, 2023
LP-NO-402-22 July 1, 2022
LP-NO-402-22
July 1, 2023
Excess Liability
July 1, 2022
NONE
$2,000,000 occurrence
LP-NO-402-22 July 1, 2022 July 1, 2023 $2,000,000 occurrence
LP-NO-402-22 July 1, 2022 July 1, 2023 $2,000,000 Per Claim
$6,000,000 aggregate
July 1, 2022
July 1, 2022
Public Officials Liability
Law Enforcement Liability
Privacy & Security - Claims Made
Automobile Liability
Orange County
PO Box 8181
Hillsborough, NC 27278
By: Ariele D'Angelo,
Underwriter for the NCACC
Cancellation: Should any of the described coverage documents herein be
cancelled before the expiration date shown, the NCACC Pools will endeavor to
mail written notice to the Certificate Holder named herein, but failure to mail such
notice shall impose no obligation or liability of any kind upon the NCACC Pools, its
agents or representatives, or the issuer of this certificate.
CERTIFICATE HOLDER:
Automobile Physical Damage
Scheduled Vehicles
July 1, 2023
July 1, 2023Hired Autos,
Each Accident
LP-NO-402-22
LP-NO-402-22
LP-NO-402-22
July 1, 2022
$1,000
July 1, 2022
Property – Risks of Direct Physical Loss,
Blanket Limit
Hired Autos (if coverage is not
purchased elsewhere)
323 West Jones St., Suite 500
Actual Cash Value at the time of
the Loss, unless otherwise
specified in the Coverage
Document; Deductible Applies
Limits
This certificate is provided by the NCACC Liability and Property
Pool and is issued as a matter of information only. This
certificate confers no rights upon the certificate holder other than
those provided in the coverage document. This certificate does
not amend, extend, or alter the coverage afforded by the
coverage documents listed herein.
Raleigh, NC 27603
LIABILITY
COVERAGES
Excess Auto Liability for
Non-Owned Autos
Effective
Date
Expiration
Date
Coverage
Contract #
Type of Coverage
General Liability –
Each Occurrence,
No Aggregate applies
LIABILITY AND PROPERTY COVERAGE CERTIFICATE
COVERAGE PROVIDER:
NCACC Liability and Property Pool
North Carolina Association of County Commissioners
MEMBER:
323 W. Jones Street, Suite 500
Raleigh, NC 27603
DocuSign Envelope ID: 3D9FDCE6-4984-4679-82C1-DCF1D71F6432