2009-097 IT - Intelligent Information Systems, Inc. - Addendum to Software Maintenance and Support Agreement

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~~. ~~ IMPLEMENTATION SERVICES AGREEMENT This Implementation Services Agreement (this "Agreement") is made and entered into as of November 10, 2009 (the "Effective Date") by and between Intelligent Information Systems, Inc., a North Carolina corporation having a place of business at 2810 Meridian Parkway, Suite 160, Durham, North Carolina 27713 ("IIS") and Orange County ("County"), a North Carolina county with a mailing address of its executive offices at P O Box 8181, Hillsborough, NC 27278. In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Background 1.1. County desires to implement the NCACC Collaborative Property Tax System ("NCPTS"), which is jointly owned by the North Carolina Association of County Commissioners ("NCACC") and IIS. 1.2. County has agreed to license NCPTS from NCACC pursuant to the Property Tax Software License Agreement between NCACC and County (the "License Agreement"). 1.3. County desires to retain IIS to provide implementation services for NCPTS, and IIS desires to provide such services to the County, in accordance with the terms of this Agreement. 1.4. This Agreement will serve as a Master Agreement, under which IIS may perform additional agreed services to County, whether related or unrelated to NCPTS. 2. Services 2.1. IIS agrees to provide installation, implementation, configuration, consulting, development, and/or training services set forth in one or more agreed Schedules (the "Services"). Schedule No. 1 is attached hereto and incorporated by reference. The parties may from time to time agree to additional Schedules, each of which, when signed by an authorized representative of each party, will be deemed a part of and incorporated into this Agreement. Each Schedule will identify responsibilities of each party, and the parties shall work together cooperatively to complete their respective responsibilities. All goods and/or services shall be provided in a competent, workmanlike and professional manner. 2.2. The parties may by mutual written agreement, modify the Services or any associated Project Plan or other project document by means of an agreed Change Order. The Change Order will address as necessary changes to the requirements, schedule or cost of the Services. No changes to the Services will be effective unless authorized in a written Change Order agreed by the parties. For the avoidance of doubt, changes made to address errors in the Work Product that are made by IIS pursuant to the acceptance or warranty provisions of this Agreement shall not constitute Change Orders under this Agreement. 2.3. Unless otherwise agreed in writing by the parties, County shall have sole responsibility for acquiring and maintaining its own technology environment, including but not limited to client workstations, operating systems, servers, Internet access, local area networks, and wide area networks. -1-