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HomeMy WebLinkAbout2023-119-E-Housing Dept-Emphasys Computer Solutions-SoftwarePage 1 of 8 Standard Contract EMPHASYS SOFTWARE AGREEMENT This Agreement is entered into on the date set forth below, by and between Emphasys Computer Solutions, Inc. having its principal place of business in Petoskey, Michigan (hereinafter Emphasys); and Orange County Housing Department having its principal place of business at PO Box 8181, 300 W. Tryon St., Hillsborough, NC 27278 (hereinafter Licensee). 1. LICENSED SOFTWARE 1.1. Emphasys grants to Licensee a nonexclusive, nontransferable, non-assignable license to use the software identified in Exhibit A (“Application Software”) and Emphasys, as authorized agent, grants to Licensee a nonexclusive, nontransferable, non-assignable license to use the software described in Exhibit A (“Other Licensed Software”). The license is solely for Licensee's own use for its internal data processing operations and solely on the one computer system currently used by Licensee or purchased and delivered hereunder. Licensee agrees to abide by all terms and conditions as required by the manufacturers of the Other Licensed Software. 2. PROPRIETARY INFORMATION & NON-DIS- CLOSURE 2.1. Licensed Software, including source code and Support Services, and all documents related thereto, constitutes proprietary information and trade secrets to Emphasys or to the principals for whom Emphasys is the authorized agent. Title and full ownership, including any modifications or revisions thereto, shall at all times remain with Emphasys or its principal. 2.2. Licensee may not make copies of the Licensed Software except for backup, archival, emer gency 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 Emphasys. 2.3. Licensee agrees that it will not allow others to reverse engineer, disassemble, de-compile or in any way tamper with the Licensed Software. 2.4. Licensee shall take all reasonable steps to ensure that all Licensed Software, in whatever form, and all documents relating thereto, are held in confidence by Licensee, its employees and consultants and are not disclosed or made available to any third party not licensed by Emphasys, without the prior written consent of Emphasys. Licensee shall instruct in writing all parties having access to the Software of their obligations under this Article. 2.5. In the event of Licensee’s breach of this Article, as determined by Emphasys, Emphasys shall have the right to enjoin Licensee from further breach and obtain such relief as may be determined by a court of competent jurisdiction. 3. PAYMENT TERMS 3.1. Licensee agrees to pay Emphasys the price of the Application Software by paying a deposit of fifty percent of the license/SaaS fees at the time of execution of this Agreement and the balance of the license fees upon initial installation of the Application Software. 3.2. Licensee agrees to pay Emphasys the price of the Other Licensed Software by paying a deposit of eighty-five percent of the price at the time of execution of this Agreement and the balance upon initial installation of the Other Licensed Software. 3.3. Licensee agrees to pay Emphasys the price of the Equipment, if any, identified in Exhibit A, by paying eighty-five percent of the price of the Equipment at the time of execution of this Agreement and the balance of the price upon initial installation of the Equipment. 3.4. Licensee agrees to pay 90% of the amounts listed in this Agreement for Services upon execution of this Agreement and the balance of the service fees upon delivery of such Services by Emphasys. 3.5. Licensee agrees to pay for Software Standard Support each year, in advance, prior to the anniversary of the initial due date, which shall be effective the first of the month following the date of the initial installation of the Application Software. 3.6. All amounts are due and payable within thirty calendar days of Emphasys’ invoice, and all amounts shall be in US dollars unless otherwise noted. Emphasys accepts all major credit cards. A 3% convenience fee will be charged on processed items. 3.7. Emphasys shall have the right to withhold services and be held harmless in the event scheduled payments due hereunder remain outstanding for a period longer than thirty days from the due date. Emphasys shall also have the right to charge a reinstatement or collection fee equal to 10% of any amount unpaid and overdue for this period of time. In addition, Licensee shall be responsible for paying for any third party collection or legal costs incurred by Emphasys as a result of additional collection efforts. Finally, Emphasys reserves the right to cancel Licensee’s license for Application Software, after written notice of 30 days, for any material breach by Licensee or if any charges called for herein, which are not reasonably disputable and are in excess of $10,000, remain unpaid for a period of one hundred twenty (120) days beyond the due date. Cancellation for any reason shall not affect the sums DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C Page 2 of 8 Standard Contract due hereunder or any additional remedies provided by law or equity. 3.8. In addition to any penalties that may be charged, Emphasys reserves to right to assess and licensee agrees to pay a service charge of one and one-half percent (1.5%) per month or partial month on all past due invoices. 3.9 In addition to the amounts listed for Services, Licensee agrees to pay for reasonable expenses incurred by Emphasys to fulfill its obligations to Licensee, including travel expenses such as lodging, food, airfare, ground transportation, mileage and airport parking during the term of this Agreement. 3.10 Any sales-related taxes, whether specifically identified in this Agreement or not, which are imposed currently or in the future, by any authority with the power of taxation in connection with this Agreement, shall be paid by Licensee. If Licensee is exempt from taxation, Licensee shall provide Emphasys with a Certificate of Exemption upon request. 4. INSURANCE 4.1. 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/purcha sing_division/contracts.php). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. WARRANTY 5.1. Emphasys warrants that it is the owner of the Application Software and Documentation and that Emphasys has the right to sublicense such Application Software or Other Licensed Software, as applicable. Emphasys further warrants that no portion of the Application Software or Documentation infringes on the intellectual property rights of any third party. Emphasys will indemnify and hold harmless Licensee, its affiliates and each of their respective officers, directors, affiliates, owners, employees and agents (“Indemnitee”) from any loss, liability, damage, or expense, including, but not limited to, costs of defense resulting from any claims, demands, or actions brought against Indemnitee based on a claim or allegation that the Application Software or Documentation infringes or misappropriates a patent, copyright, trade secret, information, or any other rights of any third party. Emphasys shall have the right to direct the defense strategy and to select their legal representation. The affected Indemnitee, however, shall give Emphasys prompt written notice of any such claim and shall cooperate in the defense of such claims, demands or actions. 5.2. Emphasys warrants that the Software will be free from defects in material and workmanship and shall substantially comply with Emphasys’ then current documentation. The warranty period of thirty (30) days commences immediately following initial Software installation. 5.3. These warranties will only be valid when the Software is used by Licensee in an appropriate and reasonable manner consistent with normal usage and management of such Software. The exclusive remedy of Licensee for breach of these warranties is that Emphasys shall be required to correct, repair, adjust or modify the Software if such defect in material or workmanship occurs and is reported by Licensee in writing within the appropriate warranty period. Emphasys shall not be responsible or liable for damage to the Software caused by Licensee, acts of God, the tampering with or modification of the Software by anyone other than Emphasys' authorized personnel, or damage to the Software occurring by virtue of electrical malfunctions or external factors over which Emphasys has no control. 5.4. These warranties do not extend to any Software to which repairs or modifications have been performed by Licensee or persons not authorized by Emphasys, unless such repairs were performed with the prior written consent of Emphasys. 5.5. Emphasys warrants that all Services provided pursuant to this Agreement will be performed in a workmanlike manner in accordance with reasonable commercial standards. This warranty shall extend for thirty days following completion of the particular Service, and Emphasys shall correct all Services not so performed if brought to Emphasys' attention in writing within the warranty period. 5.6. Emphasys provides no warranties for hardware Equipment and related system software beyond that provided by the manufacturer. 5.7. THE WARRANTIES PROVIDED IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE HEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C Page 3 of 8 Standard Contract MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. LIMITATION OF LIABILITY 6.1. Emphasys shall not be liable to Licensee 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 Emphasys or Emphasys' employees, agents or subcontractors. Liability of Emphasys 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 Emphasys be liable to Licensee 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 Emphasys has been advised of the possibility of such damages. 7. AGREEMENT 7.1. The Agreement between Licensee and Emphasys consists of the following documents and all attachments thereto, which are hereby incorporated by reference. If there is any conflict between the documents, the following order of precedence shall govern: 7.1.1. The contents herein, as may be modified in accordance with Article 9.5, including all Exhibits. 8. SUPPORT 8.1. Emphasys shall provide Support commencing on the January 1, 2023. During the first year of this Agreement, the cost of Standard Support will be $19,669 per year. This Agreement shall automatically renew for additional terms of one (1) year each unless either party provides the other with written notice of termination at least sixty (60) days prior to the expiration date of the initial term or of any subsequent one-year term. SaaS Fees shall be based on a five-year term. If for any reason, within the first five (5) years, the Licensee cancels any SaaS modules provided in Exhibit A below or which may be purchased later by the Licensee under this Agreement, the balance of the remaining unpaid five (5) years of SaaS Fees will be due immediately upon cancellation or termination of the said-SaaS module. 8.2. Emphasys shall be entitled to increase its fees for Standard Support upon sixty (60) days prior written notice to Licensee. 8.3. Emphasys agrees to provide Standard Support, as defined in this Agreement, for the Application Software licensed to Licensee. Emphasys agrees to provide Standard Support to enable the Application Software to perform substantially without interruption and error, and in Substantial Compliance with the then current Documentation and the then current Mandated Changes. 8.4. Emphasys is to provide support to Licensee for technical issues arising from the Application Software malfunctioning relative to the functionality described in the Documentation. Any additional services to support Licensee are outside the scope of this Agreement. 8.5. “Software for Life”: Licensee shall be entitled to Upgrades without having to repurchase Emphasys proprietary software licenses. Once Licensee owns a license to an Emphasys proprietary Software Module, Licensee shall be entitled to any substantially equivalent future Upgrades of that originally licensed module at no additional license fee, provided that all related Standard Support fees have been paid since the original licensing of that module. Licensee is responsible for purchasing any third party required product (hardware or software) and Services required to properly implement the Upgrade. 8.6. Audits: During the term of this Agreement and for three (3) years after termination or expiration, Licensee will maintain complete records regarding its housing unit counts, software modules installed or purchased, or any other measure upon which Standard Support fees are based. Upon reasonable notice to Licensee, Emphasys may audit, at Emphasys’ expense, Licensee’s unit counts, software modules installed, and other relevant measures and supporting records to determine its compliance hereunder. 8.7. Standard Support means the following services shall be provided by Emphasys to Licensee at no additional cost to Licensee: 8.7.1. Technical troubleshooting and assistance with Application Software in order to restore the Application Software’s functionality to its operational condition prior to any known errors and to comply with related published Documentation, the current published software manuals and Mandated Changes. 8.7.2. Corrections of errors, interruptions, malfunctions or defects in the Application Software to enable the Application Software to substantially conform to published Documentation. DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C Page 4 of 8 Standard Contract 8.7.3. Assistance with errors caused by routine Software Fixes or Enhancements that are correctly installed, as directed in writing by Emphasys. 9. RESPONSIBILITIES OF LICENSEE 9.1. Request for Service. At any time, Licensee may report its request for service and its priority code by fax using Emphasys’ dedicated support fax phone number, its 800-support number or e -mail. If Licensee believes that the Support Event is a Priority 1, Licensee shall make every reasonable effort to determine if the event is hardware or software- related prior to requesting support from Emphasys. 9.2. Standard Required Information. When contacting Emphasys for Standard Support, Licensee shall provide the following information: Licensee name, phone and contact person, the name of the Application Software module (e.g., General Ledger, Low Income, Section 8, etc.), the menu item that was selected and the exact difficulty that was experienced. Licensee understands and agrees that its full cooperation and assistance are necessary for Emphasys to properly respond to a request for service. Licensee is responsible for notifying Emphasys of any Application Software problems and providing written documentation of Application Software problems with specific examples. 9.3. Install Latest Third Party Software. Licensee agrees to install in their live environment the latest released version of Third Party Software that is used by and compatible with the Application Software within two (2) years of general release by said third party. During such two (2) year period, Emphasys shall use its Best Efforts to continue to support the Application Software using Licensee's version of the Third Party Software. In the event a Third Party Software product or version thereof is discontinued, phased-out or no longer supported by its owner, Emphasys' obligation to support that Software shall cease. 9.4. Install Latest Application Software. Licensee agrees to install the latest released Upgrade of the Application Software in their live environment within 6 (six) months of release by Emphasys. 9.5. Reasonable Access. Licensee agrees to provide those Emphasys personnel involved with the operation and support of the Application Software reasonable access to perform activities necessary to fulfill its obligations under this Agreement. Licensee will provide Emphasys with predefined passwords that will not change without the prior approval of Licensee. Licensee agrees to provide Emphasys appropriate access to Licensee’s computer system during normal business hours via Emphasys- approved telephone modem and modem software. Licensee will also provide its own Internet access and connection. Such provision shall be operable prior to initial software installation and shall remain operable for the duration of Emphasys’ obligation to Licensee for software support services. 9.6. Data for Support. Licensee will make available to Emphasys, on a reasonable basis, data necessary for the successful support of the Application Software, including all currently existing critical files. All such data shall be considered to be Licensee’s Proprietary Information, and Emphasys shall retain same in strict confidence and shall not use or disclose such Proprietary Information except to the extent necessary to perform services hereunder. 9.7. Backups. Licensee shall create and keep current backups, not older than two (2) working days, of all Application Software and related data files. Licensee further agrees to make backups available for restoration purposes if needed by Emphasys. Any backup services provided by Emphasys shall result in billable time to Licensee. 9.8. Modifications by Licensee. In no event shall Emphasys be liable or responsible for correcting any errors or damage resulting from changes or modifications to the Application Software made by Licensee. 9.9. Designated Licensee Contact. It is the intent that only Licensee designated contacts or, in their absence, their assignees initiate support calls to Emphasys. 10. GENERAL 10.1. Site Location: The Equipment and Software shall be located at the following address: PO Box 8181, 300 W. Tryon St., Hillsborough, NC 27278. 10.2. Export: The Equipment and Licensed Software furnished by Emphasys herein and any direct products thereof are presently considered licensable commodities and are regulated by the U.S. Department of Commerce. In order to either export said commodities from the United States or to re- export same from any country, a valid license from the U.S. Department of Commerce is required. Diversion contrary to United States Law is prohibited. 10.3. Assignment: The rights under this Agreement shall not be assigned by Licensee without the written consent of Emphasys. 10.4. Complete Agreement: This Agreement, including all Exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings or agreements, DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C Page 5 of 8 Standard Contract whether written or oral, regarding the subject matter hereof. 10.5. Modification: This Agreement may not be modified, except by an instrument in writing signed by a duly authorized representative of each party. 10.6. Severability: If any provision of t his Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 10.7. Waivers: Any waivers by either party of a breach of any provision to this Agreement shall not operate as, or be construed as, a waiver of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 10.8. 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. 10.9. Force Majeure: In the event of any cause beyond the control of either party, such party shall not be liable for any delay in the performance of, or failure to perform, this Agreement. Without limiting the generality of the foregoing, such causes include acts of God or the public enemy, fires, floods, storms, earthquakes, riots, strikes, lockouts, quarantines, wars or war operations or other causes which could not, with reasonable diligence, be controlled or prevented by the party affected. 10.10. Notices: All notices, requests, demands or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by certified mail or when delivered in person to the parties who have executed this Agreement. 10.11. Jurisdiction: 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, on the list created by the State Treasurer pursuant to G.S. 147- 86.81. 10.12. Headings: The paragraph headings used herein are for convenience of reference only and shall in no way be deemed to define, limit or add to any of the provisions hereof. IN WITNESS WHEREOF the parties hereunto have caused this Agreement to be executed by their duly authorized representatives this 20th_ day of _February_____ 2023. Emphasys Software By: Name: David Badun Title: CEO Date: DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C 2/22/2023 Orange County Housing Department By: Name: Bonnie Hammersley Title: County Manager Date: DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C 3/9/2023 Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Emphasys Computer Solutions, Inc. Party/Vendor Contact Person: Zachary Dloomy Contact Phone: 416-716-1047 Party/Vendor Address: 1200 SW 145th Ave., Suite 310 City Pembroke Pines State: FL Zip: 33027 Department: Housing Amount: $19,669 Purpose: Software Budget Code(s): 10480020-630000 Vendor # 17814 (N/A if new vendor) Vendor is a BOCC consultant? Yes No X Contract Type: (Check one) New x Renewal Amendment Effective Date 1/1/23 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 wo rk 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 affirmatio n. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: 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:_________ DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C 2/22/2023 3/8/2023 3/9/2023 3/9/2023 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY A 1,000,000 9950-48-39 X HOU-003830075-08 1,000,000 9,000,000 20303 9,000,000 SIR of Marsh USA Inc. N X09/27/2022 0 09/27/2023 09/27/2022 09/27/2023 73600397 Professional Liability and A 2,000,000 1,000,000 X Great Northern Insurance Company 1,000,000 X A X 09/27/2022 Vela 5,000,000 09/27/2022 5,000,000 X HILLSBOROUGH, NC 27258 ORANGE COUNTY A CN102165922--GAWUP-22-23 Limit 25,000 09/27/2023 1,000,000 9365-24-30 Technology E&O X 1,000,000 20281 1,000,000 1,000,000 09/27/2023 X 7176-4342 120 Bremner Blvd., Suite 800 Attn: Canada.Certrequest@marsh.com Marsh Canada Limited X Toronto, ON, M5J 0A8 EMPHASYS COMPUTER SOLUTIONS INC CONSTELLATION SOFTWARE INC. AND MIAMI, FL 33178 9675 NW 117TH AVENUE, SUITE 305 X 9950-48-39 09/27/2022 HOUSING AUTHORITY 300 W TRYON STREET PO BOX 8181 09/27/2022 B 09/27/2023 Federal Insurance Company DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: 22 Canada THE US COMMERCIAL GENERAL LIABILITY POLICY, US WORKER'S COMPENSATION & EMPLOYER'S LIABILITY POLICY, AND TECHNOLOGY ERRORS & OMISSIONS LIABILITY POLICY HAVE �� WHICH ARE INDICATED HERE FOR YOUR CONVENIENCE.�� BEEN PLACED BY SERVICE OF MARSH USA INC. MARSH CANADA LIMITED HAS ONLY ACTED IN THE ROLE OF A CONSULTANT TO THE CLIENT WITH RESPECT TO THESE PLACEMENTS Certificate of Liability Insurance CN102165922 Marsh Canada Limited� EMPHASYS COMPUTER SOLUTIONS INC� CONSTELLATION SOFTWARE INC. AND� MIAMI, FL 33178 9675 NW 117TH AVENUE, SUITE 305� 25 DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C Page 6 of 8 Standard Contract Exhibit A: Licensed Modules Licensee Name: Orange County Housing Department Application Software: Administration Accounting Suite-Core Financials (AP, AR, GL, BB)-SMA HCV Housing Suite- SMA HQS Inspections (Host)-SMA HQS Touch-SMA Rent Reasonableness-SMA MyHousing Applicant Portal-SMA MyHousing Web App-SMA MyHousing Applicant Portal-Hosting MyHousing Web App-Hosting Partner Portal-Hosting Partner Portal-SMA DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C Exhibit B: Scope of Work  Year 1 (January 1, 2023-December 31, 2023) Annual Maintenance Amount - $19,669  Services Provided – Products listed in Exhibit A: o Administration Accounting Suite-Core Financials (AP, AR, GL, BB)-SMA o HCV Housing Suite- SMA o HQS Inspections (Host)-SMA o HQS Touch-SMA o Rent Reasonableness-SMA o MyHousing Applicant Portal-SMA o MyHousing Web App-SMA o MyHousing Applicant Portal-Hosting o MyHousing Web App-Hosting o Partner Portal-Hosting o Partner Portal-SMA DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C