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HomeMy WebLinkAbout2014-262 Tax - Autoagent Data Solutions LLC for implementation, hosting and maintenance of Real Estate Tax Processing and Payment Software $0 �piS6 X 4 W- Autoagent Data Solutions, LLC "'s 8312 NW 8`h Way Boca Raton, FL 33487 T: 773.784.0709 Escrow Tax Payments Made Easy AGREEMENT: The Implementation, Hosting and Maintenance of The Real Estate Tax Processing and Payment Software known as"AutoAgent Software" Prepared for: Orange County, NC 1 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 Autoagent Data Solutions, LLC 8312 NW 8"Way Boca Raton, FL 33487 T: 773.784.0709 Escrow Tax Payments Made Easy 9. CONFIDENTIALITY: Autoagent agrees that it will not disclose any proprietary information, real estate data, records, addresses or any data or information related to the Tax Collector to any unauthorized third party. 10. OWNERSHIP AND LICENSE: All of the software developed and compiled by Autoagent pursuant to this agreement shall be the property of Autoagent. 11. GOVERNING LAW: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Autoagent shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Autoagent's breach of this Agreement. By executing this Agreement Autoagent affirms that they are in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 12. ENTIRE AGREEMENT. The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. ACCEPTANCE For the Customer For Autoagent Company: Company: Autoagent Data Solutions, LLC Your Name: nSvtn Name: Niko Spyridonos Signature: Signature: Date: 5 _737. <1 �y Title: Preside Address: Z2Q S Chuc}o� S . Date: S 120 061q Su:►� '2 Address: 8312 NW 8th Way \\Sbocou�h,tUC 117.19 Boca Raton, FL 33487 This instrument has been approved as to technical content. Department This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. �/a,,� A A, Office of the Chief Financial Officer 3 Autoagent Data Solutions, LLC 8312 NW 8`h Way Boca Raton, FL 33487 alaer* T: 773.784.0709 Escrow Tax Payments Made Easy This � str m t s been approved as to form and legal sufficiency. Offic of the unty Atto ney 4 AUTOA-1 OP ID: MK Al OJQO DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 05/22/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Insurance Service Center,Inc. PHONE FAX 8833 Gross Point Rd.Ste.206 A/c No Ext: AIC No): Skokie,IL 60077-1859 E-MAIL Jack L.Rosen,CIC ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Sentinel Insurance Co. Ltd. 11000 INSURED Autoagent Data Solutions, LLC. INSURER B:Hartford Accident&Indemnity 10448 8312 NW 8th Way INSURER C: Boca Raton, FL 33487 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A COMMERCIAL GENERAL LIABILITY 83SBMTZ7370 11/01/2013 11/01/2014 PREM O RENTED PREMISES Ea occurrence $ 1,000,00 CLAIMS-MADE FXI OCCUR MED EXP(Any one person) $ 10,00 X Business Owners PERSONAL&ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,00 X POLICY I PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1 000,00 Ea accident $ s A ANY AUTO 83SBMTZ7370 11101/2013 11/01/2014 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ X HIRED AUTOS FX NON-OWNED PROPERTY DAMAGE $ AUTOS PER ACCIDENT UMBRELLA LIAS OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS R B ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 83WECB10590 11101/2013 11/01/2014 E.L.EACH ACCIDENT $ 1,000,00 OFFICER/MEMBER EXCLUDED? F_N1 N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,00 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ 1,000,00 A Technology E&O 83SBMTZ7370 11/01/2013 11101/2014 E.Glitch 1,000,00 CLAIMS MADE RETENTION:$5,000 Aggregate 1,000,00 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION ORANG01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County Tax THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g tY ACCORDANCE WITH THE POLICY PROVISIONS. Administration 228 South Churton Street, Suit AUTHORIZED REPRESENTATIVE Hillsborough, NC 27278 e/ �/ %"6 �©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD