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SOFTWARE INTEGRATION AGREEMENT <br />This Software Integration Agreement (this "Agreement ") is made and entered into as of <br />November 10, 2009 (the "Effective Date") by and among Intelligent Information Systems, Inc., a <br />North Carolina corporation having a place of business at 2810 Meridian Parkway, Suite 160, <br />Durham, North Carolina 27713 ("I!S "); Patriot Properties, Inc., a Massachusetts corporation have <br />a place of business at 330.1-ynnway, Lynn, MA 01910 ( "Patriot "); and Orange County, a North <br />Carolina county with a mailing address of its executive offices at P 0 Box 8181, Hillsborough, <br />NC 27278 ( "County's. <br />RECITALS <br />WHEREAS, on or about the date of this Agreement, County is entering into an agreement with <br />I18 (the "IIS Implementation Agreement ") relating to the implementation of the billing and <br />collections portion of the NCPTS property tax system (the "IIS System "); and <br />WHEREAS, on or about the date of this Agreement, County is also entering Into an agreement <br />with Patriot (the "Patriot Implementation Agreement") relating to the Implementation of <br />AssessPro 4.6 property assessment product (the "Patriot System "}, and <br />WHEREAS, under the terms of this Agreement, the parties wish to confirm their agreement <br />regarding the implementation for County of an interface between the IIS System and the Patriot <br />System and certain other matters related to the Implementation for County of the IIS System and <br />Patriot Systems: <br />NOW THEREFORE, in consideration of the mutual promises and covenants contained herein <br />and other good and valuable consideration, the receipt and sufficiency of which are hereby <br />acknowledged, the parties agree as follows: <br />1. Development of Interface. Patriot will develop and implement for County an interface <br />('Interface ") for the exporting of data from the Patriot System to the 113 System In accordance <br />with the specifications set forth in Exhibit A (or mutually agreed revisions to such specifications), <br />Including a mutually agreed automated methodology for reconciling data between the two <br />systems. IIS agrees that, as part of the implementation of the IIS System under the IIS <br />Implementation Agreement, it will fully cooperate with Patriot and use commercially reasonable <br />efforts to assist in the development of the Interface. The County acknowledges that work done by <br />IIS in connection with the implementation of the integration is outside the original scope of IIS' <br />proposal and will be performed on a fixed cost basis in accordance with a mutually agreed <br />Statement of Work under the IIS Implementation Agreement. <br />2. Support of Interface. Patriot agrees that, so tong as the County remains on a support and <br />maintenance contract with Patriot, it will: (a) use commercially reasonable efforts to correct errors <br />in the Interface, and (b) keep IIS and the County informed in advance of any new releases or <br />updates to the Patriot System that might affect the operation of the Interface. Likewise, IIS <br />agrees that, so long as the County remains on a support and maintenance contract with 11S, It <br />will: (a) use commercially reasonable efforts to assist Patriot with Patriot's correction of errors in <br />the Interface, and (b) keep Patriot and the County informed In advance of any new releases or <br />updates to the IIS System that requires a modification to Exhibit A or that otherwise might affect <br />the operation of the Interface. In the event that either party changes its system in a manner that <br />requires an adjustment to the Interface, then Patriot and/or IIS will negotiate in good faith with the <br />County a fixed cost Statement of Work to cover the services associated with such adjustments. <br />"Good faith" means that degree of diligence which a reasonable person would exercise In the <br />Page 1 <br />