2016-210-E Health - Stratus Video, LLC for video remote interpretation

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DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E [Departmental Use Only] TITLE Stratus Video VRI FY FY 15-16 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this first day of April, 2016, ("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 Stratus Video, LLC(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: Video remote interpreting services for American Sign Language (ASL) and selected spoken languages through the use of Stratus' on demand interpreter software, user training, bi-annual review meetings, mobile device management and the purchase of (3) Stratus Stand with Ipad Air and Speaker as provided in Attachment A, Stratus Video Interpreting Services,which is attached and hereby incorporated herein. The term of this agreement rendered shall be from April 1, 2016 to June 30, 2016, and may be automatically renewed for an additional one year term unless either party elects to terminate the Agreement by providing written notice of such termination to the other party no later than thirty (30) days prior to the expiration of the initial term of the Agreement. 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 I. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Eight Thousand Nine Hundred Fifteen Dollars, ($8,915). Payment shall be made based on the fee rates set forth in Exhibit "A", Stratus Video Pricing of Attachment A. 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 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. Nor shall any express waiver or failure to exercise promptly any right under this Agreement by the Parties create a continuing waiver or any expectation of non-enforcement. Revised 1/16 1