2014-262 Tax - Autoagent Data Solutions LLC for implementation, hosting and maintenance of Real Estate Tax Processing and Payment Software $0

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Autoagent Data Solutions, LLC 8312 NW 8`h Way Boca Raton, FL 33487 aA)ager* T:773.784.0709 Escrow Tax Payments Made Easy AGREEMENT- This AGREEMENT is made and entered into as of 5/20/2014, by and between Autoagent Data Solutions, LLC (hereinafter, "Autoagent"), an Illinois corporation, maintaining its principal place of business at 8312 NW 8th Way, Boca Raton, FL 33487, and Orange County, North Carolina, by and through the Orange County Tax Administrator, (hereinafter, "the Tax Collector"), a local political subdivision of the State of North Carolina, maintaining its place of business at 228 S. Churton St, Suite 200, Hillsborough, NC 27278. 1. TERM: This agreement shall be in effect for a period of one (1) year from the date of its acceptance by Tax Collector, and shall be renewed automatically for successive one year terms thereafter, subject to the right of either party to terminate anytime during the term (initial term or as extended thereafter) by providing the other party written notice of the desire to terminate at least thirty (30) days prior to the intended date of termination. 2. COMPUTER OPERATIONS: Autoagent will provide computer usage of its Autoagent software and related systems and services to the Tax Collector. There is no fee to be paid to Autoagent from the Tax Collector associated with the usage of the aforementioned software or any services related to the use of this software. The fees are paid by the end users of the software("Payers"). These users are third party companies that are interested in paying escrow or bulk real estate taxes electronically using Autoagent software. The computer software will be available 7 days a week, 24 hours a day except time for scheduled maintenance. 3. FEE PAID BY PAYERS: The fee associated with the use of the software is$0.25 per parcel ("Fee"). This fee is paid by the payers. 4. INDEMNITY: Autoagent agrees to indemnify and hold harmless the Tax Collector against loss or threatened loss or expense by reason of the liability or potential liability of the Tax Collector for or arising out of any claims for damages related to the use of Autoagent's software and business practices. 5. PROGRAMMING: Autoagent will provide programming services as needed to meet the requirements of the Tax Collector in accordance with the business rules and regulations that the Tax Collector operates under in terms of collecting escrow real estate taxes. Autoagent shall have no access to any computer hardware of the Tax Collector unless the Tax Collector provides limited access to Autoagent for the sole purpose of distributing data directly related to the operation of Autoagent's software. Autoagent shall employ all necessary professional practices and take all precautions to ensure that the Tax Collector's systems are intact and free of any harm. 6. IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT: The fee payable to Autoagent from the Payers hereunder includes and shall cover all of the services set forth in this agreement and there will be no additional charges whatsoever to the Tax Collector for changes to the system required by programming errors or modifications or any incidental user support. 7. NO PAYMENT: The Tax Collector shall not be liable in case of no payment to Autoagent from a Payer. The collection of use fees from Payers is strictly between Autoagent and the Payer. 8. MAINTENANCE AND HOSTING: Autoagent agrees to pay for maintenance and hosting of all computer equipment related to the smooth and normal operation of Autoagent software. The Tax Collector shall not be responsible for any expenditures that Autoagent may incur in relation with the maintenance and hosting of Autoagent's application software. 2