HomeMy WebLinkAbout2012-055 Register of Deeds - AMCAD Software Maintenance~Dl~-DS~
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AMCAD~ Software Maintenance, Update & ROAM~ License Agreement
THIS SOFTWARE MAINTENANCE, UPDATE & ROAM~ LICENSE AGREEMENT is made the 4th day of February,
2012 between AMERICAN CADASTRE, LLC (dba "AMCAD~") of 220 Spring Street, Ste 150, Herndon, VA 20170
and the Customer identified below whereby AMCAD~ is to provide the services specified in this Agreement. This
agreement consists of the cover page(s) and 23 Paragraphs.
NAME OF CUSTOMER: Orange County Register of Deeds
ADDRESS: 228 S. Churton Street
P.O Box 8181
Hillsborough, NC 27228
TELEPHONE: (919) 245-2679
FACSIMILE: (919) 644-3018
CUSTOMER CONTACTS (Maximum of Two):
1) Deborah Brooks, Register of Deeds
2) Stephanie Glaze
SOFTWARE APP~ICATIONS: Cashiering, Scanning, Indexing/Verification, Index Rule Enforcement, Marriage
License, System Administration, Public Inquiry, AmRedact and ROAM~
DESIGNATED SERVER: NA
MAXIMUM NUMBER OF CONCURRENT USERS: Unlimited
NUMBER OF CONTRACTED LICENSES: 31
SOFTWARE UPDATES: Included for the purchased AiLIS° Software Version of the modules licensed and
designated above under Software Applications.
ROAM~ LICENSING PARAMETEf2S:
. Edition: Standard Edition
Edition Features: Full Text Searching, Faceting, Relevance Ranking, Time-
Based Ranking, Search Suggestions, Phonetic Searching, Export Options,
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Advanced Search, Shopping Basket
• 1 Database instance-Customer's Office AiLIS° Database
• 1 Server located within the physical site of the Customer's Office
• Up to 20 Million Records - defined as per this agreement to be a result set row of
a single query
SOFTWARE MAINTENANCE & ROAM~ LICENSING: Included while under Software
Maintenance & Update Agreement. $200.00 per hour outside of the Principal Period of
Support after Initial Period
AiLIS° Maintenance Amounts
• Year #1: $30,387 (Due on July 1~ 2012)
• Year #2: $31,299 (Due on July 1~ 2013)
• Year #3: $32,237 (Due on July 1~ 2014)
• Year #4: $33,204 (Due on July 1~ 2015)
• Year #5: $34,201 (Due on July 1° 2016)
• Total: $161,327
AmRedact Annual Maintenance Amounts
• Year #1: $5,000 (Due on July 13~ 2012)
• Year #2: $5,000 (Due on July 13~ 2013)
• Year #3: $5,000 (Due on July 13~ 2014)
• Year #4: $5,000 (Due on July 13~ 2015)
• Year #5: $5,000 (Due on July 13~ 2016)
• Total: $25,000
ROAM~ Licensing and Maintenance Amounts
• Year #1: $13,000: (Due on upon Go-Live)
o $9,720 License Charge
o $3,280 Maintenance Charge
• Year #2: $13,164 (Due upon Go-Live anniversary )
o $9,720 License Charge
o $3,444 Maintenance Charge
• Year #3: $13,336 (Due upon Go-Live anniversary)
o $9,720 License Charge
o $3,616 Maintenance Charge
• Year #4: $13,517 (Due upon Go-Live anniversary)
o $9,720 License Charge
o $3,797 Maintenance Charge
• Year #5: $13,706 (Due upon Go-Live anniversary)
o $9,720 License Charge
o $3.987 Maintenance Charge
• Total: $66,724
This Agreement consists of this cover page (the "Cover Page") and the attached terms
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and conditions 1 through 20 and constitutes the entire agreement between the parties
for the subject matter hereof and supersedes all prior arrangements, agreements,
representations and undertakings written or oral. This Agreement may not be changed
or modified except by a written instrument duly executed by each of the parties hereto.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR BY LAW, THERE
ARE NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED.
AGREED AND ACCEPTED:
AMCAD~
. o n etti
TI : SVP of Records Management
DATE: 2 I ~,~ I ~Z
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ORANGE COUNTY
This instrument has been approved as to technical content.
. Deborah Bro s
TITLE: Register of Deeds
DATE:
This instrument has been pre-audited in the manner required by the Local Government
Budget and Fiscal Control Act.
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BY:
TITLE: Office of the Finance Director
DATE:
This instrument has been approved as to form and legal sufficiency.
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BY:
TITLE: Office of the County Attorney
DATE:
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1. Definitions
"Support Organization" means AMCAD, or at AMCAD's, option in respect of any service
to be performed hereunder, means a person, firm or corporation authorized by AMCAD
at any time or from time to time to supply Software Maintenance in respect of Software
and nominated in writing by AMCAD at any time or from time to time to provide
Software Maintenance to the Customer hereunder;
"Licensor" means AMCAD;
"Commencement Date" means the date referred to in Clause 3;
"Customer" means the customer referred to on the Cover Page;
"Initial Period" means the twelve (12) calendar months next ensuing after the
Commencement Date;
"Software Applications" means the software detailed on the Cover Page;
"Version" means the software code of a particular AiLIS variant or original;
"Software Maintenance" means advice on operating the Software, advice on problems
with the Software (given over the telephone or in writing) and includes spot training,
software documentation improvements and software bug fixes;
"Software Updates" means feature additions to the "Software Versions" already
purchased by the Customer;
"Application" means a part of a software package containing one or more functions;
"Related Persons" means and includes any related body corporate of AMCAD or any
secretary, officer or employee, agent or contractor of any of AMCAD or its related
bodies corporate.
"Go Live" means the date/day that the AMCAD system is first utilized by the customer
for support to its customers. This is usually the first Monday after training and final
legacy data conversion has taken place.
"Grant of License": Licensor, grants Customer, an annual, non-exclusive and non-
transferable License to use the Software pursuant to the terms and conditions of this
Agreement.
"Authorized Equipment and Site": Customer shall use the Software only on the
computer equipment at the location listed on the Cover Page.
"Restrictions on Use": Customer agrees to use the Software only for Customer's own
business. Customer shall not (i) permit any parent, subsidiaries, affiliated entities or
third parties to use the Software, (ii) process or permit to be processed the data of any
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other party, (iii) use the Software in the operation of a service bureau, or (iv) allow
access to the Software through any terminals located outside of Customer's prime and
remote sites - except as utilized for Internet access to public records.
"Copies": Customer, solely to enable it to use the Software, may make one archival
copy of the Software's computer program, provided that the copy shall include
Licensor's copyright and any other proprietary notices. The Software delivered by
Licensor to Customer and the archival copy shall be stored at Customer's Site.
Customer shall have no other right to copy, in whole or in part, the Software. Any copy
of the Software made by Customer is the exclusive property of Licensor.
"Modifications", `Reverse Engineering": Customer agrees that only Licensor shall have
the right to alter, maintain, enhance or otherwise modify the Software. Customer shall
not disassemble, decompile or reverse engineer the Software's computer program.
"Query": A query is a specialized language to request information from a database.
"Result Set": A result set is a set of rows from a database and the meta-information
pertaining to the query.
"Record": Record is defined as per this agreement to be a resultset row of a single
query. License is partly based on a specific number of records hosted locally as set
forth on the Cover Page.
2. Services
Subject to the terms and conditions contained in this Agreement the Support
Organization will provide Software Maintenance as may be necessary to maintain the
Software in good operating condition.
3. Term
The Software Maintenance to be supplied under this Agreement will have a
commencement date which will be the date on the cover page and shall be effective for
five (5) years. Subsequently, the Software Maintenance will be automatically renewed
for further periods of one (1) year unless otherwise terminated by either party giving to
the other not less than thirty (30) days' notice in writing of such termination prior to any
anniversary of the Commencement Date.
4. AiLIS Software Updates, Etc
A. AMCAD will support Software Updates via remote installation support. The
Customer is required to provide a VPN connection to AMCAD for remote access. Any
on-site support required or any support required to upgrade to a new Version of the
AiLIS Software or to add a new Application is subject to service and travel (as required)
will be subject to additional costs.
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B. AMCAD has the option of deferring Software Maintenance pursuant to this
Agreement should the Customer delay installation of any new release/upgrade of the
Software by AMCAD.
C. AMCAD will provide software updates, which include corrections to known software
issues, for Customer's with active maintenance agreements. A minimum of two (2)
weeks' notice will be given for such software updates. Should a Customer decline
installation of two (2) or more software updates AMCAD reserves the right to charge on
time and materials to update the Customer to the latest software version.
D. New Versions of the Software or additional Applications not already purchased by
the Customer will not be considered part of this Agreement. The Customer may
purchase new Software Versions and Applications at a discount from standard pricing
for other AMCAD Customers of similar size and volume (document recordings)
processing.
E. The current Version of the AiLIS Software Product installed for this Customer is
Version 6.003.00018.
F. AMCAD has included, as part of this software agreement, an upgrade to the next full
version of the AiLIS Software. Additional Applications or Versions of AMCAD's AiLIS
Software may or may not be included as determined by AMCAD.
G. STATUTORY CHANGES- If state statutory changes are required; AMCAD includes,
in our Maintenance and Support agreement, the changing to AiLIS system configuration
and user defined tables available through AiLIS Administration table maintenance. Any
alterations to the system as a result of state statute changes not covered in this
maintenance agreement can be provided to the Customer, via a change order, at the
hourly rates included in this document. AMCAD will make every attempt to complete
the changes as quickly as possible, but will require that a minimum of thirty (30) days
be allowed for completion of statutory changes.
AMCAD will provide up to 50 hours of support, per year, for such state statute changes.
For any statute items that require development on the AiLIS platform, AMCAD will
proportionality share the development hours across its North Carolina customers. Any
additional hours required for statute changes will be chargeable at the hourly rates
discussed in this contract.
AMCAD also reserves the right to charge, at the hourly rates discussed in this contract,
for changes to a state statute, that require AMCAD to either change the specifications
of the alterations to the system or revert back to a previous configuration, that are made
after the specifications to comply with the state statute are agreed on by AMCAD and
the Customer.
5. ROAM SOFTWARE UPDATES, ETC
A. Licensor will support Software Updates via remote installation support. The
Customer is required to provide a VPN connection to Licensor for remote access. Any
on-site support required or any support required to upgrade to a new Version of the
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ROAM Software or to add a new Application is subject to service and travel (as
required) will be subject to additional costs.
B. New Versions of the ROAM Software or additional Applications not already
purchased by the Customer will not be considered part of this Agreement. The
Customer may purchase new Software Versions and Applications at a discount from
standard pricing for other Licensor's Customers of similar size and volume (document
recordings) processing.
C. The current Version of the ROAM Software Product installed for this Customer is
Version 2.8.
D. Additional Applications or Versions of Licensor's ROAM Software may or may not be
included as determined by Licensor.
6. Software Maintenance
A. The Support Organization provides herewith telephone and/or facsimile and/or
electronic mail support for problems associated with the routine use and operation of
the software.
B. The Customer shall provide a Virtual Private Network (VPN) connection for AMCAD
to use to perform maintenance during the principal period of support.
C. The Customer shall provide to AMCAD on the Cover Page with the names of up to
two (2) representatives who with AMCAD's acknowledgement shall have access to the
Support Organization's telephone advice service. The representatives may be changed
from time to time by Agreement befinreen the parties. The initial representatives shall be
the persons referred to on the Cover Page.
7. General
All services to be provided under this Agreement shall be referred to as the Principal
Period of Support and provided between the hours of 8:00 a.m. to 5:00 p.m. E.S.T.,
Monday to Friday (excluding public holidays). Service coverage required outside of
these hours is defined as emergency support and may be arranged with the Support
Organization. Emergency Support services shall be defined as outside the Principal
Period of Support and be charged at a rate of $200 per hour or fraction thereof (in
fifteen (15) minute increments). Each customer will be provided an AiLIS Software
Maintenance Program document tailored to the specific county. This document will be
provided by the AMCAD Customer Support Manager (CSM) assigned specifically to the
Customer and includes contact, priority, and Tracker support system information.
8. Services Not Covered
The following services are not covered by this Agreement; provided, however, they may
be provided by mutual agreement at the request of Customer at charges based on
AMCAD's then-current price list and as agreed by both parties.
A. Repair or damage resulting from malfunction of external electrical power, air
conditioning, water damage, fire damage, burglary, theft, vandalism, civil commotion, or
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war.
B. Remediation of problems caused by use of software not covered by this Agreement
or improper Computer Network operation and control by the customer.
C. Any support that is the result of DML or DDL updates to any AMCAD databases
(primary or replicated) that are not executed by AMCAD personnel, or have not been
previously authorized in writing by AMCAD personnel to be executed, is considered
outside of the scope of this agreement. AMCAD reserves the right to charge on a time
and materials basis for support that is required as a result of such updates.
D. Support provided to remedy problems caused by items in paragraphs 8a, 8b and 8c
will be billed to the customer at $150 per hour during the Principle Period of Support
and $200 per hour outside of the Principal Period of Support.
E. This Maintenance Support Agreement is not intended to supplement training for
Customer personnel that do not attend the training sessions. Excessive support for
strictly customer training or lack of knowledge of the system by the customer is not
maintenance. It is expected that Customer will utilize the "user manuals" provided by
AMCAD~ prior to contacting the Support System for help.
F. Hardware maintenance on Customer equipment. If the equipment was purchased
through AMCAD, the Manufacturer's Warranty will be passed on to the Customer. For
Customers who purchase equipment through AMCAD, the Customer will notify AMCAD
of the equipment problem and AMCAD will arrange for the OEM to provide the warranty
service. By passing on the equipment warranty and coordinating warranty service,
AMCAD assumes no responsibility for identifying, troubleshooting, or resolving
hardware-related problems. Should this level of support be needed it will be covered by
a separate Hardware Maintenance Agreement.
9. Customer Responsibilities
A. The Customer must have a valid license to use the Software from AMCAD.
B. The Customer shall notify the Support Organization of any Software problem
together with complete information concerning the failure, as soon as possible after the
problem has been recognized.
C. The Customer will provide the Support Organization with the following:
1. Name of nominated personnel who are competent to use the Software;
2. Access to the Software and computer(s) on which it resides via VPN access;
3. Adequate working space and facilities;
4. Access to and use of all information necessary to service the Software;
5. The Customer shall be responsible for security of its confidential, proprietary
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and classified information as well as for the maintenance of adequate backup
procedures for files, as AMCAD will not be responsible for loss of or altered files,
data or programs;
6. The Customer agrees to provide an installation environment which meets the
specified requirements of the computer on which the software is running.
7. The Customer agrees to limit use of the Software Maintenance Services that
are the subject of this Agreement to occasions when the Software fails to work
as set forth in the user manuals or occasions where the user manuals are
unclear.
10. Service Charges
A. The annual maintenance fee shall be the amount set out on the Cover Page. Fees
for subsequent periods of one (1) year shall be AMCAD's then current standard annual
fee for maintenance of the Software Applications. Annual fees may be invoiced thirty
(30) days prior to the expiration of the previous period and shall be paid in advance.
Maximum annual increase in the annual maintenance fees shall be 5% per annum.
B. Where the Software is located at a distance beyond fifty miles (50 miles) from the
Support Organization's office, a travel charge may be made by the Support
Organization, if on site support is necessary.
C. Customer will pay all shipping and media costs for Software Updates.
11. Changes to Sofiware Maintenance, License and Update Agreement
A. During the terms of the Agreement no changes shall be made to the terms and
conditions contained herein other than by variation agreed to by both parties and
comprised in a written variation hereof.
B. AMCAD has the right to vary the charges made hereunder if the Customer wishes to
extend the service hours beyond normal working hours referred to in Clause 7.
12. Non-Payment
The Support Organization reserves the right to decline to provide Software
Maintenance if any amounts invoiced by the Support Organization have not been paid
by the Customer within finrenty (20) days of invoice.
The ROAM License payment is due prior to the annual software delivery of the ROAM
license key. License key will be delivered based on length of initial payment. Upon
each annual payment, a new License key will be provided that will maintain the active
status of the software.
13. Extraordinary Expenses
The Support Organization reserves the right to charge for unusual or excessive
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telephone, shipping, handling media or user manual expenses in connection with the
Software Support to be provided hereunder. In all cases, the Support Organization will
notify the Customer of these costs in advance. However, in no event shall such costs
be the responsibility of the Customer unless the Customer agrees in writing to bear
responsibility for such costs.
14. Assignment
Neither party to this agreement may assign this Agreement to a third party without the
prior written agreement of the other party to this agreement.
15. Force Majeure
AMCAD shall not be responsible or liable for failure to perForm or observe, or for delay
in performing or observing any obligation under this Agreement where such failure or
delay arises from any cause beyond the control of AMCAD or the Support Organization
(as appropriate), including, but not limited to, strikes, lockouts, industrial action, act of
god, insurrection, or civil commotion, or any other cause which AMCAD or the Support
Organization (as appropriate) could not reasonably be expected to have foreseen and
avoided.
16. Limitation of Liability
Laws from time to time in force in the jurisdiction where any service to be performed
hereunder may imply warranties or liabilities which cannot be excluded or which can
only be excluded to a limited extent. In which case, both parties hereby limit its liability
to the extent permitted by law. If both parties cannot exclude or limit any warranty
implied by law, this Agreement shall be read and construed subject to such statutory
provisions.
SUBJECT TO THIS CLAUSE UNDER NO CIRCUMSTANCES WILL BOTH PARTIES
OR ITS RELATED PERSONS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR
UNFORESEEABLE, BASED ON CLAIMS OF THE OTHER PARTY OR ITS RELATED
PERSONS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA,
GOODWILL, PROFITS, USE OF MONEY OR USE OF THE SOFTWARE,
INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER
WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF
EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT,
MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR
OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND
TO THE EXTENT THAT APPLICABLE LAW PROHIBITS EXCLUSION OF SUCH
LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH BOTH
PARTIES AND ITS RELATED PERSONS MAY INCUR IN ANY ACTION OR
PROCEEDING ARISING OUT OF PERFORMANCE OR NON PERFORMANCE OF
THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO AMCAD
BY CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE THAT DIRECTLY
CAUSED THE DAMAGE.
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No litigation or other action under this Agreement, unless involving death or personal
injury, may be brought by either party against the other more than one (1) year after the
cause of action arises.
In the event that it is established to AMCAD's satisfaction that any Software
Maintenance or other service carried out by AMCAD under this Agreement was
defective, AMCAD shall remedy such defective maintenance by provision of the same
service again without cost to the Customer.
17. Applicable Laws
This Agreement shall be governed and construed in accordance with the laws of the
State of North Carolina and each party hereto submits to the jurisdiction of the Courts of
that jurisdiction and any Courts which may hear appeals therefrom.
18. Entire Agreement
This Agreement and the Cover Page and any amendments subsequently made to the
terms of this Agreement as provided herein, constitute the entire agreement between
the parties in respect of the subject matter hereof and supersede all proposals or prior
agreements, whether oral or written, and all other communications befinreen the parties
relating to the subject matter of this Agreement.
19. Notices
Any notice permitted or required under this Agreement shall be deemed given if in
writing and personally served or sent by pre-paid registered or certified air mail, or by
confirmed facsimile, addressed (or as either Party may direct otherwise in writing) to the
parties on the Cover Page.
Any notice given in accordance with this Clause shall be deemed to be received by and
served upon the other party on the date such letter would in the ordinary course of post
have reached such address or on the date such notice is served or left at the relevant
address (as appropriate) and in the case of facsimile shall be deemed to have been
served on the day following the date of successful transmission.
20. Legal Fees
If any litigation shall be commenced to enforce any of the provisions of this Agreement,
to recover damages for breach of any of the provisions of this Agreement, or to obtain
declaratory, injunctive or specific relief in connection with any of the provisions of this
Agreement, the substantially prevailing party in such action shall be entitled to recover
actual legal fees, expert witness fees, costs of depositions, and court costs on a
solicitor/client basis, and expert witness fees and associated expenses incurred, and all
other court costs irrespective of any laws or court rules to the contrary.
21. Severability
If any term, provision, covenant or condition of this Agreement shall be held by a court
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of competent jurisdiction to be invalid, void or unenforceable, it shall be severed
herefrom and the remaining provisions of this Agreement will remain in full force and
effect and will not be affected, impaired or invalidated.
22. ROAM License Ownership
a. Title. Customer and Licensor agree that Licensor owns all proprietary rights,
including patent, copyright, trade secret, trademark and other proprietary rights,
in and to the Software and any corrections, bug fixes, enhancements, updates or
other modifications, including custom modifications, to the Software, whether
made by Licensor or any third party.
b. Transfers. Under no circumstances shall Customer sell, license, publish, display,
distribute, or otherwise transfer to a third party the Software or any copy thereof,
in whole or in part, without Licensor's prior written consent.
23. Confidential Information
Customer agrees that the Software contains proprietary information, including trade
secrets, know-how and confidential information that are the exclusive property of
Licensor.
24. Non-Appropriation
AMCAD acknowledges that Customer and/or Orange County is a governmental entity,
and the validity of this Agreement is based upon the availability of public funding under
the authority of its statutory mandate. In the event that public funds are unavailable and
not appropriated for the performance of Customer and/or Orange County's obligations
under this Agreement, then this Agreement shall automatically expire without penalty to
Customer or Orange County immediately upon written notice to AMCAD of the
unavailability and non-appropriation of public funds. It is expressly agreed that
Customer and/or Orange County shall not activate this non-appropriation provision for
its convenience or to circumvent the requirements of this Agreement, but only as an
emergency fiscal measure during a substantial fiscal crisis. In the event of a change in
the Customer and/or Orange County's statutory authority, mandate and mandated
functions, by state and/or federal legislative or regulatory action, which adversely
affects Customer's and/or Orange County's authority to continue its obligations under
this Agreement, then this Agreement shall automatically terminate without penalty to
Customer and/or Orange County upon written notice to AMCAD of such limitation or
change in Customer and/or Orange County's legal authority.
24. Termination for Breach
Upon discovering a breach of this Agreement Customer shall, within a reasonable time
after discovering such breach, notify AMCAD in writing of the breach and demand
AMCAD cure the breach. AMCAD will then have thirty (30) days to cure the breach.
Nofinrithstanding any other section of this Agreement, should AMCAD breach this
Agreement and fail to cure said breach Customer may immediately terminate this
Agreement without penalty to Customer or to Orange County.
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