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

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:.. ~~ SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT This Software Maintenance and Support 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 has acquired a license to certain software known as NCPTS from NCACC pursuant to the Property Tax Software License Agreement between NCACC and County (the "License Agreement"). The specific software version(s) acquired by County and supported under this Agreement ("Software") is specified in Exhibit A hereto. 1.2. County desires to retain IIS to provide support and maintenance services for the Software ("Services"), and IIS desires to provide such services to the County, in accordance with the terms of this Agreement. 2. Definitions. In addition to the definitions in the License Agreement, IIS and County agree to the following definitions. 2.1. "Error" means a failure of the Software to perform in accordance with its published documentation. 2.2. "Hot Fix" means a software patch that resolves a Critical Severity issue and is delivered prior to the normal System Release. 2.3. An "Issue" shall mean a reported Error or other request for assistance under this Agreement to be tracked for completion within the scope of this Agreement. 2.4. A "Severity Level" shall mean the level of importance for all Issues as reasonably established by the County. The Severity Level designations shall consist of the following: (a) "Critical Severity" Error means an Error that materially impedes the operation of the entire Software or major portions of the County's business operation, and a workaround is not available; (b) "Major Severity" Error means an Error that causes a substantial impact on a major business process; however a workaround is available or the function can be completed on a limited basis; (c) "Minor Severity" Issue means an Error that causes a minor impact on a business process or a requested enhancement. Page 1