HomeMy WebLinkAbout2016-346-E Economic Dev - Xceligent for online software to promote commercial real estate available in OC DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
Subscriber Agreement ) CELIGENTi
BUILDING DATA. EVERYWHERE.
Application Metro/ Term
Date Xceligent Rep Service Area Territory (12 mo. Minimum)
6/28/2016 Ron Dixon Raleigh n/a 12
BILLING START DATE Unless otherwise stated in a supplemental addendum,billing start date will be based on Xceligent's
acceptance/execution of this agreement.
SUBSCRIBER CONTACT INFORMATION BILLING CONTACT INFORMATION
Company Name: Orange County Economic Development Company Name:
Contact Person: Steven Brantley Contact Person:
Email Address: sbrantley @orangenc.gov Email Address:
Web Address: www.groworangenc.com Web Address:
Street Address: 131 W Margaret Lane, Suite 205 Street Address:
City,State,Zip: Hillsborough, NC 27278 City,State,Zip:
Phone: 919.245.2325 Phone:
Fax: Fax:
PRODUCTS SERVICE ACTIVATION FEE
® CDX Pro CDX Pro:
M Xceligent Direct (n Market/n Company) Xceligent Direct:
PRICING
Seat# Monthly Price Extended Rate Subscriber Type Number Monthly Amount
Brokers/Agents/Users 1 $0
Admin 1 $0
Xceligent Direct
EDC Package, 1 user 1 1 $250
admin and X Direct
Bundle
Total Monthly Rate» $250
®An addendum has been made part of this agreement.
SUBSCRIBER PAYMENT METHOD
Credit Card ACH(Bank Draft) Invoice:
❑Monthly ['Quarterly ❑Monthly ['Quarterly ❑Semi-Annual If a member opts to pay for service via invoice,
❑Semi Annual only semi-annual and annual options are available.
['Annual ❑Semi-Annual ['Annual ❑Annual
Note that payment must be received before
Credit Card/Bank info on separate page. system access will be provided.
IDENTIFICATION INFORMATION:At least one form of ID info required prior to service activation
Federal Tax ID: Drivers License#: State:
Other terms and conditions of the CDX Service are set forth on the following pages of this Agreement. If the Subscriber is an entity, the
undersigned represents that he or she is a duly authorized representative of the entity.
DocuSigned by: ,. --DocuSigned by.
SUBSCRIB XCELIGENT, IncbakkEgicgajavBlue Springs, MO 64014
Signature �ov�wt� Signature:
g `—D8DDOIDF3Dccgcq...
Name(Print) 'fl �iV4 �s1 ey Name(Print): Glenn Soeridker
Title: County Manager Title: CAO/Asst . Secretary
Date: 7/8/2016 Date: 7/6/2016
If signing on behalf of an entity, I represent that I am a duly authorized representative of the entity shown under"Company Name." If I am representing a
corporation,I acknowledge that the execution of this Agreement has been authorized by all necessary corporate actions.
TERMS AND CONDITIONS—The Terms and Conditions are incorporated herein,and Subscriber acknowledges that Subscriber has been given the opportunity to read,
understand and agree to the Terms and Conditions and agree to be bound by such Terms and Conditions.
DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
Subscriber Agreement
BUILDING DATA. EVERYWHERE.
Application Metro/ Term
Date Xceligent Rep Service Area Territory (12 mo. Minimum)
6/28/2016 Ron Dixon Raleigh n/a 12
BILLING START DATE Unless otherwise stated in a supplemental addendum,billing start date will be based on Xceligent's
acceptance/execution of this agreement.
SUBSCRIBER CONTACT INFORMATION BILLING CONTACT INFORMATION
Company Name: Orange County Economic Development Company Name:
Contact Person: Steven Brantley Contact Person:
Email Address: sbrantley @orangenc.gov Email Address:
Web Address: www.groworangenc.com Web Address:
Street Address: 131 W Margaret Lane, Suite 205 Street Address:
City,State,Zip: Hillsborough, NC 27278 City,State,Zip:
Phone: 919.245.2325 Phone:
Fax:
PRODUCTS SERVICE ACTIVATION FEE
CDX Pro CDX Pro:
® Xceligent Direct ( Market/ Company) Xceligent Direct:
PRICING
Seat# Monthly Price Extended Rate Subscriber Type Number Monthly Amount
Brokers/Agents/Users 1 $0
Admin 1 $0
Xceligent Direct
EDC Package, 1 user 1 1 $250
admin and X Direct
Bundle
Total Monthly Rate» $250
❑An addendum has been made part of this agreement.
SUBSCRIBER PAYMENT METHOD
Credit Card ACH(Bank Draft) Invoice:
['Monthly ❑Quarterly ❑Monthly ['Quarterly ESemi-Annual If a member opts to pay for service via invoice,
❑Semi Annual only semi-annual and annual options are available.
['Annual ❑Semi-Annual ❑Annual ❑Annual
Note that payment must be received before
Credit Card/Bank info on separate page. system access will be provided.
IDENTIFICATION INFORMATION:At least one form of ID info required prior to service activation
Federal Tax ID: Drivers License#: State:
Other terms and conditions of the CDX Service are set forth on the following pages of this Agreement. If the Subscriber is an entity, the
undersigned represents that he or she is a duly authorized representative of the entity.
Docu5igned by: ,r-^-^^^DocuSigned by
SUBSCRIB XCELIGENT, Inc . E �r' . 11 ,_r Blue Springs, MO 64014
Signature fJbvkut ikAmt� I Signature: tee^ 4
g Ct DO1DFe "ICI..
•Name(Print)
�iV4 �sley Name(Print): Glenn Soendker
Title: County Manager Title: CAO/Asst . Secretary
Date: 7/8/2016 Date: 7/6/2016
If signing on behalf of an entity, I represent that I am a duly authorized representative of the entity shown under"Company Name." If I am representing a
corporation,I acknowledge that the execution of this Agreement has been authorized by all necessary corporate actions.
TERMS AND CONDITIONS—The Terms and Conditions are incorporated herein,and Subscriber acknowledges that Subscriber has been given the opportunity to read,
understand and agree to the Terms and Conditions and agree to be bound by such Terms and Conditions.
DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
This Agreement may be executed in one or more counterparts,and by the different parties hereto in separate counterparts,each of which when executed will be deemed
to be an original but all of which taken together will constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by facsimile or other electronic delivery will be effective as delivery of a manually executed counterpart of this Agreement
Access Code:The log in code and password combination assigned to each User allowing access to the CDX Service.
CDX(Commercial Data Exchange):The CDX Application and the Database Content that is available as part of the CDX Service.
CDX Application:Xceligent's proprietary software application used to provide the CDX Service.
CDX Service:Xceligent's standard web-based commercial real estate service offered by Xceligent that provides subscribers a means to profile commercial real estate
property,listing and transaction information and exchange such information with other subscribers.
Database Content:Any commercial real estate property listings,including but not limited to,transaction information,attachments,and images entered into the CDX by
Subscriber,Subscriber's Users and/or Xceligent.
Derivative Works:Reports or any other products produced utilizing or derived from Database Content.
Users: Those designees of Subscriber with Access Codes registered to access the CDX.
p the CDX Service are quoted as a monthly rate,Subscriber er Subscription i nF fees
the extent that the Subscription Fees for Subscriber will be invoiced in advance for such Subscription Fees. All fees
are non-refundable.
If Xceligent terminates this Agreement pursuant to Section 4.2 or 4.3 of this Agreement,all fees due by Subscriber through the end of the current term are accelerated
and immediately due and payable.
The Monthly Subscription Rate for any Renewal Term may be changed by Xceligent by providing Subscriber with written notice of such change at least ninety(90)days
prior to the end of the then current Term, Xceligent will directly bill Subscriber for all of its Users.
The following personnel associated with Subscriber are required to be Users:(i) All licensed real estate professionals that derive the majority of their annual income from
the sale or lease of commercial real estate,as well as administrative personnel;(ii)if Subscriber's primary focus is commercial real estate development,all real estate
professionals engaged in the sale or lease of real estate,regardless of whether they hold real estate licenses are required to be Users,as well as administrative personnel,
and(iii)if Subscriber is not a real estate brokerage firm(considered an"Affiliate Subscriber"),all personnel associated with an Affiliate Subscriber who are issued an
Access Code by Xceligent.
Subscriber shall,in addition to paying its Subscription Fees,pay all sales taxes,use fees,excise fees,tariffs and any other charges by governments related to its use of
the CDX Service,excluding those based upon Xceligent's net income.
Late payments will accrue interest at 1'/z%per month(or,if lesser,the maximum rate permissible by law)measured from the date the amount was due until the date such
amount is paid by Subscriber. If Xceligent commences collection proceedings to recover past due amounts,Subscriber shall pay all reasonable collection costs incurred,
including reasonable attorney's fees.
Subscriber may request Users to have access to the CDX Service in addition to the number of Users set forth on page 1 of this Agreement,on the terms described herein.
Upon enabling the additional Users requested by Subscriber,no further documentation will be required between Subscriber and Xceligent. Xceligent will automatically
incrementally bill Subscriber at the then applicable monthly rate per User per additional User on the next applicable invoice. It is understood and agreed that the number
of Users may be increased during the term of this Agreement,but may not be decreased without the prior written consent of Xceligent. Upon any renewal of the term of
this Agreement,with respect to each additional User who was added during the immediately preceding term,Subscriber will continue to be billed by Xceligent for such
additional User at the then applicable monthly rate per User.
If Subscriber's account is thirty(30)days or more overdue then,in addition to any of its other rights or remedies,Xceligent reserves the right to suspend Subscriber's
access to the
CDX Service,without liability to Subscriber,until such amounts are paid in full.
The Term of this Agreement shall commence on the execution date by Xceligent and shall remain in effect for a period no , h
on page 1 of this Agreement(the"Initial Term"). IF NOT OTHERWISE TERMINATED T
p less than stated
AS HEREIN PROVIDED,THIS AGREEMENT SHALL
AUTOMATICALLY RENEW FOR SUCCESSIVE ONE-YEAR PERIODS FOLLOWING THE END OF THE INITIAL TERM (EACH, A Initials:
"RENEWAL TERM,AND TOGETHER WITH THE INITIAL TERM,THE"TERM"). EITHER PARTY MAY TERMINATE THIS AGREEMENT
WITH WRITTEN NOTICE SIXTY(60)DAYS PRIOR TO THE END OF THE CURRENT TERM.
Either party may provide notice of termination of this Agreement and exercise its rights and remedies provided in this Agreement and by law in the event of a material
breach by the other party which remains uncured after 30 days written notice of such breach. The cure period will not apply to any breach by Subscriber of Sections 5.1,
5.2 or 7.1 of this Agreement. Additionally,Subscriber shall not have more than two(2)notice and cure opportunities in any twelve month period.
Either party may terminate this Agreement if any of the following occurs:(a)the other party becomes insolvent,(b)voluntary or involuntary proceedings by or against the
other party are instituted in bankruptcy or under any insolvency law, (c)a receiver or custodian or similar agent is appointed for the other party, (d) proceedings are
instituted by or against the other party for corporate reorganization or the dissolution of such party,which proceedings,if involuntary,shall not have been dismissed within
30 days after the date of filing,(e)the other party makes an assignment for the benefit of creditors,(f)all or substantially all of the assets of the other party are seized or
attached and not released within 30 days thereafter,or(g)the other party has ceased its on-going business operations.
Except as specifically provided herein, termination of this Agreement shall be without prejudice to any right of the party seeking termination to also sue for damages
resulting from any breach of this Agreement. .
Upon the expiration or termination of this Agreement:(a)all rights granted to Subscriber under this Agreement will cease,except the following Sections of this Agreement
will survive:2,3.1,3.2,3.6,4.5,7,8,9 10 and 11,(b)Subscriber shall immediately pay all amounts owed under this Agreement, and(c)Subscriber shall and shall cause
all of its User's to cease using the CDX Service and no longer utilize and promptly destroy all Database Content not entered into by Subscriber or Subscriber's Users
received hereunder.
Xceligent will give an Access Code to each User. It is understood and agreed that in Code, terms g' g order to receive an Access Code,a User must accept Xceligent's terms and conditions
on the CDX web site.
Subscriber and/or Subscriber's User's shall comply with all Xceligent's security procedures to maximize the security of the CDX Service,including prevention of sharing
Access Codes and unauthorized access to the CDX Service. Each Access Code is personal to the User and such User is obligated to keep the Access Code confidential
and may not share the Access Code with any other employee of Subscriber or any third party. Subscriber shall be responsible for any breach of such obligations by any
of its Users. Subscriber shall immediately notify Xceligent if any third party gains or has the potential to gain access to any of Subscriber's User's Access Codes,and shall
be fully responsible for any and all activities that occur under any Access Code,whether conducted by a User or a third party.
Xceligent may from time to time change,update or enhance the CDX Service,by posting a notice of the change on the CDX web site.
Subscriber is solely responsible for acquiring and installing all equipment,hardware,software(including web browser software),telecommunications lines,Internet access
connections and other items(the"Access Systems")necessary to use the CDX Service.
During the Term,Subscriber agrees not to compete with Xceligent in the development and marketing of a software or database application that will offer a computerized
data service for commercial real estate.
Xceligent represents and warrants that the up-time for User's access to the CDX Service will be 99.7%measured on a monthly basis for all Users accessing the CDX
Service in the preceding calendar month. The up-time computation under this Section 6.2 shall exclude:(i)down-time resulting from factors beyond the reasonable control
of Xceligent,including but not limited to actions or inactions of any User or any third parties not affiliated with Xceligent or failures that resulted from any User's equipment
and/or third party equipment;and(ii)down-time resulting from scheduled maintenance or upgrades.Subscriber's sole remedy for service outages for the CDX Service will
be a prorated credit on the next invoice. Any unused credits at the end of the end of the Term shall extend the Term until such unused credits are reduced to zero(by
applying such credits against the then applicable monthly rate).
No more than twice in any 12 month consecutive period,Xceligent may audit Subscriber during normal business hours for the purpose of ensuring Subscriber's compliance
with the terms and conditions of this Agreement,upon at least ten days prior written notice;provided,however,that the limit on the number of audits per year shall not
apply if an audit indicates any Subscriber non-compliance under this Agreement. If the audit indicates there is a breach in Subscriber's compliance with this Agreement:
(i)Xceligent may,if the breach is not curable,immediately terminate this Agreement and pursue its legal remedies or if the breach is curable,terminate this Agreement
and pursue its legal remedies if such breach is not cured within 15 days or such additional time as mutually agreed upon by the parties if such breach is not curable in
fifteen 15 days.
Subscriber may not submit any image to the CDX if Subscriber has granted exclusive rights to the image to a third party,nor may Subscriber submit any image to the CDX
and thereafter grant exclusive rights to the image to a third party. Subscriber may not submit any image obtained from the CDX to a third party if a requirement of submitting
the image is the granting of exclusive rights to the image. Xceligent may reject or refuse to use,distribute or display any Database Content that it considers to be defective,
libelous, inaccurate, incomplete or that violates, misappropriates or infringes any rights of any third party. Neither Subscriber nor any User may submit any property
DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
descriptions, photographs, images,financial,transactional,tenant,contact or other information to the CDX unless Subscriber has legal rights to publish,advertise and
distribute that information.
Subscriber hereby grants to Xceligent a non-exclusive license to develop,use,display,distribute,exploit and sell Derivative Works utilizing Database Content entered into
the CDX by or on behalf of Subscriber and Subscriber's Users.
If an error in the Database Content or in any information contained in the CDX is caused by Xceligent,Subscriber's sole remedy will be the correction of the error after
notice to Xceligent.
7 4 Xceligent may modify or suspend access to the CDX Services(a)as necessary to comply with any law or regulation as reasonably determined by Xceligent,(b)to comply
with any court order or instruction or(c)if deemed reasonably necessary by Xceligent to prevent substantial harm to Xceligent or their businesses.
Xceligent shall retain all right,title and propriety interest(including without limitation all copyrights,trademarks,patents,and trade secrets)in and to the CDX Service(other
than Subscriber's Database Content),CDX Application and CDX including the designs,user interfaces, protocols,the"look and feel"of all screens and the organization
and presentation of any of its components and Subscriber shall not acquire any proprietary rights thereto. Subscriber acknowledges that the development of the CDX
Service,CDX Application and CDX involved the expenditure of substantial time and money. Except as expressly provided herein,Xceligent does not grant any rights to
Subscriber or any Users under any patents, copyrights, trademarks or trade secret information. Subscriber shall not alter or remove Xceligent's name, trademarks,
copyright notices,disclaimers or other restrictive legends on the CDX Service,CDX Application and CDX,any component thereof.
Without limiting any other provision in this Agreement,Xceligent grants Subscriber a limited, non-exclusive, non-transferable, non-assignable, revocable license to use
the CDX Service(and the Database Content not entered into by Subscriber or Subscriber's Users)solely for internal use including the provision of services to its clients
or marketing its services to prospective clients in accordance with the terms, restrictions and limitations set forth herein(including without limitation,the prohibitions set
forth in Section 7.7).
7, Subscriber acknowledges that the following are strictly prohibited:(i)the license,grant,transfer,sale,assignment,and distribution of the CDX Service(and the Database
Content not entered into by Subscriber or Subscriber's Users) or otherwise making the CDX Service (and the Database Content not entered into by Subscriber or
Subscriber's Users)available to,or utilizing for,any third party;(ii)redistribution to any third party any Database Content not entered into by Subscriber or Subscriber's
Users;and(iii)developing a competitive product or service or building a product using the same features and functions of the CDX Service or similar ideas,features,
functions,or graphics.
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a, Subscriber represents, warrants and covenants that, and Subscriber will comply with all applicable laws, rules and regulations. Subscriber represents, warrants and
covenants that(i)neither the execution of this Agreement by Subscriber nor its performance of its obligations hereunder violates any agreement to which it is a party or
by which it is bound,(ii)it has the right to enter into this Agreement and perform its obligations hereunder and to grant to Xceligent the rights set forth in this Agreement
and the rights in the Database Content submitted by Subscriber and its Users,(iii) no submission of Database Content will violate the rights of any third party,whether
those rights arise by contract or otherwise,and(iv)Subscriber will comply with all applicable laws,rules and regulations with regard to the performance of its obligations
hereunder and the use of the CDX Service.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,XCELIGENT DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT
TO THE SERVICES PROVIDED, WHETHER EXPRESSED OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT,FREEDOM OF INTERFERENCE WITH ENJOYMENT,MERCHANTABILITY,QUALITY,
ACCURACY,COMPLETENESS,FITNESS OF RESULTING WORK PRODUCT AND FITNESS FOR A PARTICULAR PURPOSE OR THAT THE CDX APPLICATION
OR THE CDX WILL GENERATE CERTAIN RESULTS, WORK IN COMBINATION WITH OTHER COMPONENTS OR AS AN INTEGRATED SYSTEM OR WILL
FULFILL ANY SUBSCRIBER'S PARTICULAR NEEDS.
5 a Access by Subscriber and Users to Database Content and modifications or additions thereto and related documentation,regardless of form,is provided"as is"and with
all au is and the entire risk
as to satisfactory qualit ,performance,accurac and effort is with Subscriber.
r" Ted aii£" ." r 7117 41, alfalli i1 "
Subscriber shall indemnify Xceligent and its directors,officers,employees and affiliates(collectively,the"Covered Entities")and defend and hold harmless the Covered
Entities from and against any and all losses,damages,expenses and liabilities suffered by any of them or to which any of them become subject, resulting from,arising
out of or relating to: (1)any claim,action or demand with respect to the business, resources,technology or services of Subscriber(including the Database Content of
Subscriber)for: (a)infringement or misappropriation of any intellectual property rights;(b)defamation,libel,slander,obscenity, pornography or violation of the rights of
privacy or publicity; or(c)spamming or any other offensive, harassing or illegal conduct or violation of the acceptable use guidelines of the CDX; or(2)the business,
resources or services of Subscriber(including the Database Content of Subscriber). Subscriber shall not enter into any settlement that adversely affects Xceligent's rights
or interests without first obtaining the prior written consent of Xceligent,as applicable.
9 2 Xceligent shall defend,indemnify and hold Subscriber harmless Subscriber from and against any and all losses,damages,expenses and liabilities suffered by Subscriber
or to which Subscriber become subjects,resulting from,arising out of or relating to any completed third party claim,demand or action that the CDX Service(excluding the
Database Content and any information or technology provided by any Subscriber and excluding any combination of Database Content with other products or information
not a part of the CDX)infringes the United States patents,trademarks,copyrights,trade secrets or other intellectual property rights of any third party.In no event will the
obligations of Xceligent under this Section 9.2 apply to any claim which arose from (i)a use of the CDX Service by Subscriber or any of its Users which was not in
accordance with the terms of this Agreement, or(ii)a modification to the CDX Service not consented to in writing by Xceligent.Without limiting the generality of the
foregoing,should the CDX Service or any part thereof become,or in Xceligent's opinion be likely to become,the subject of a claim of infringement or the like,Xceligent
may, in its sole discretion procure for Subscriber the right to continue using the CDX Service, or replace or modify the CDX Service without changing its functional
capabilities,so that the CDX Service becomes non-infringing. If Xceligent determines in its discretion that the foregoing are not reasonable,Xceligent may terminate this
Agreement and refund to Subscriber the entire fees paid to Xceligent by Subscriber prorated to reflect use of the CDX Service by Subscriber prior to commencement of
the claim or proceeding described herein.
�'.. r;: � pp u.4""�7 J`a C �..Fu„yam y�y 74! ^T=. '
io 1 XCELIGENT'S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED,IN THE AGGREGATE,THE AMOUNT OF SUBSCRIPTION FEES PAID BY SUBSCRIBER
PURSUANT TO THIS AGREEMENT FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE OF THE ACTION OR OMISSION GIVING RISE TO SUBSCRIBER'S
CLAIM.
o z Xceligent will not be liable for any indirect damages,consequential damages,damages for loss of profits or revenues,lost data,business interruption or loss of business
µ nforme ossibilit of such dama.es by the Subscriber.
information arising in connection with this Agreement,even if i d of the�p� }y � � „xey * Y �
6773AMP�"'1 .�✓":.,'rd" .11n Mgr ,. s h„rc.'S.t W,;n £ka''a .�'"t d.'s4� ���'.�'1 a4,: '.1�".',4''��� '6&'e° .E3"$',,,«!k.,`3':11
Subscriber may not assign this Agreement or any of Subscriber's rights or obligations hereunder without Xceligent's prior written consent.
2 This Agreement may not be amended or modified except in a written document signed by an authorized representative of both parties.
r a Subscriber agrees to allow Xceligent to use Subscriber's name and logo for the purpose of indicating Subscriber is a client of Xceligent without indicating any endorsement
of any services provided.
Subscriber acknowledges that a violation of this Agreement by it may cause substantial and irreparable injury to Xceligent for which Xceligent's remedies at law may not
be adequate. Accordingly,Subscriber agrees that Xceligent shall be entitled to seek injunctive relief with respect to any breach,or threatened breach,of this Agreement,
and that such right shall be in addition to,and not in limitation of,any other rights or remedies to which Xceligent may be entitled at law or in equity.The rights and remedies
provided for in this Agreement are cumulative and shall be in addition to any other rights and remedies provided by law or in equity.
_: All notices relating to this Agreement must be in writing and either delivered personally,mailed(first class mail,postage paid)certified mail,return receipt requested),by
overnight courier or transmitted by facsimile to the addresses set forth herein or to such other address as any party may substitute by written notice to the other.
1 1 6 This Agreement and all of the transactions contemplated hereby will be governed by and construed in accordance with the laws of the state of Missouri,without regard to
any conflict or choice of law principles.The parties expressly agree to submit all disputes concerning this Agreement to the exclusive personal jurisdiction and venue of
the federal and state courts sitting in Kansas City,Missouri.
1 7 If any provision of this Agreement is for any reason held unenforceable or invalid,then this Agreement shall be construed as if such provision were not contained herein.
a The parties to this Agreement are independent contractors. No party has any right or authority to act on behalf of any other party.
This Agreement constitutes the entire agreement,and supersedes all prior agreements,between the parties with respect to the subject matter hereof. In the event of a
conflict between the terms of this Agreement and any other source,the provisions of this Agreement shall control.
,,io Neither Xceligent nor Subscriber will be liable for delays or failure in performance where the delay or failure is due to an event beyond either's control,including acts of
God,war,terrorism,civil disturbance or otherwise.
Neither party may disclose the terms and conditions of this Agreement to any third party.
DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
Subscriber Agreement
cELIGENT
BUILDING DATA. EVERYWHERE.
Subscriber Users
Company Name: I Orange County Economic Development I Date: I 6/28/16
Metro: I Raleigh NC
Please
check if Name NRDS# Phone#&Ext. Email Address
REALTOR® (if applicable)
El Steven Brantley 919.245 2325 sbrantley@orangecountync.gov
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Other Company Users: Admins
Name Position Phone#&Ext. Email Address
Amanda Garner Admin 919.245.2330 agarner@orangecountync.gov
DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
'';'s,<CEL1GENT
dir
BUILDING DATA. EVERYWHERE.
BUILDING DATA. EVERYWHERE.
Addendum A to Subscriber Agreement
(Orange County Economic Development)—Subscriber
1. ORDER OF PREFERENCE: In the case if any inconsistencies or conflict among the standard terms and conditions of
the Xceligent contract,and this addendum,the addendum shall take precedence.
2. TERM: The Initial Term shall commence on the date signed by the County Executive and terminate twelve (12)
months later.
3. FEES: The total amount owed by the County under this Agreement shall not exceed Two hundred and fifty dollars
($250) per month or Three thousand dollars ($3,000) for the one (1) year term. Any additional amount shall
require necessary pre-audited approval by the County's CFO.
4. IRAN DIVESTMENT ACT CERTIFICATION: (Applicable only to contracts/agreements valued at $1,000.00 or more).
Xceligent by signing/executing this contract certifies that as of the date of this contract Xceligent is not on the
Final Divestment List as created by the State Treasurer pursuant to North Carolina General Statute 143C-64-4
and in compliance with the requirements of the Iran Divestment Act and North Carolina General Statute 143C-
6A-5(b). Xceligent shall not utilize in the performance of this contract any subcontractor that is identified on the
Final Divestment List.
Xceligent and Subscriber agree to the following changes to the terms and conditions:
5. Section 1.2. of the General Terms and Conditions—Xceligent agrees that an electronically signed document such as
DocuSign is permissible.
6. Section 3.2 of the General Terms and Conditions, under "Fees and Payment" shall be stricken and replaced with
the following:
If Xceligent terminates this agreement pursuant to section 4.2 or 4.3 of this Agreement, all fees due by
Subscriber through the date of termination, shall be payable at the time of termination.
7. Section 3.3 of the General Terms and Conditions, under "Fees and Payment" For purposes of clarification - The
Monthly Subscription Rate cannot be changed during any month Term. Any rate change will take effect at the
beginning of the next Term and will require written agreement by Subscriber
8. Section 3.4 of the General Terms and Conditions, under "Fees and Payment, Section 3.4 shall be stricken in its
entirety.
9. 3.5. of the General Terms and Conditions, under "Fees and Payment" - Subscriber is tax exempt and will provide
certificate as proof
DocuSigned by: —DocuSigned by:
SUBSCRIBE' / • � XCELIGENT
r, In ,
r r tty
By: By:
o"" ' n sle Glenn`Soendker
Name(Print): � Y Name(Print):
Title: County Manager Title: CAO/AS st . Secretary
Date: 7/8/2016 Date: 7/6/2016
DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
CELIGENT
BUILDING DATA. EVERYWHERE.
10. Section 3.6. of the General Terms and Conditions, under"Fees and Payment"—Shall be stricken in its entirety.
11. Section 3.7. of the General Terms and Conditions, under "Fees and Payment"—Shall be stricken and replaced with
the following:
Subscriber may request Users to have access to the CDX Service in addition to the number of Users set forth on
page 1 of this Agreement, on the terms described herein. Subscriber will request additional access via email and
sign Amendment B of this agreement requesting and approving the additional users. Xceligent will immediately
provide access, and automatically bill Subscriber at the then monthly rate per additional user on the next
applicable invoice. Should subscriber pay annually, Xceligent will provide a supplemental invoice, for monthly
prorated fees, for the additional users for the remainder of the term.
12. Section 3.8. of the General Terms and Conditions, under "Fees and Payment" —Shall be stricken and replaced with
the following:
If Subscriber's account is thirty (30) days or more overdue then, in addition to any of its other rights or
remedies, Xceligent reserves the right to suspend Subscriber's access to the CDX Service until such amounts are
paid in full. Regardless of non-payment, the fee for the current term shall remain in accordance with the
Subscriber agreement.
13. Section 4.1 of the General Terms and Conditions, Under "Term and Termination"— Removal of second sentence,
i.e. the auto-renewal clause.
14. Section 4.2 of the General Terms and Conditions, under "Term and Termination" — Shall be stricken and replaced
with the following:
Either party may provide notice of termination of this Agreement and exercise its rights and remedies provided
in this Agreement and by law in the event of a material breach by the other party which remains uncured after
thirty (30) days written notice of such breach. The cure period will not apply to any breach by Subscriber of
Sections 5.2 or 7.1 of this Agreement. Additionally, Either Party shall not have more than two (2) notice and cure
opportunities in any twelve (12) month period.
15. Section 4.5 of the General Terms and Conditions, under "Term and Termination" — Shall be stricken and replaced
with the following:
Upon expiration or termination of this Agreement (a)all rights granted to Subscriber under this Agreement will
cease, except the following Sections of this Agreement will survive: 2,3.1, 3.2, 7, 8, 10 and 11. (b) Subscriber shall
immediately pay all amounts owed under this Agreement, and (c) Subscriber shall and shall cause all of its User's
to cease using the CDX Service and no longer utilize and promptly destroy all Database Content not entered into by
Subscriber or Subscriber's Users received hereunder as allowed for under North Carolina's public records law, set
forth at Chapter 132 of the North Carolina General Statues, local Record Retention Schedules and as described in
Section 7. Xceligent agrees to indemnify and hold harmless Subscriber and its officers, employees and agents from
all costs, damages, and expenses incurred in connection with any destruction.
16. Section 5.1 of the General Terms and Conditions, under"CDX Service"—Shall be stricken in its entirety.
Docu5igned by: c-^^^DocuSigned by.
SUBSCRIB R LL XCELIGENT In•..i,,._
By: gig
By
Bonnie Hd 2�rsle Glenn^soendker
Name(Print): y Name(Print):
Title: County Manager Title: CAO/Asst . Secretary
Date: 7/8/2016 Date: 7/6/2016
DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
„PCCELIGENT
BUILDING DATA. EVERYWHERE.
17. Section 5.2 of the General Terms and Conditions, under "CDX Service" Shall be stricken and replaced with the
following:
Subscriber shall immediately notify Xceligent if it becomes aware that any third party gains or has the potential
to gain access to any of Subscribers Users Access Codes.
18. Section 6.1 of the General Terms and Conditions, under "Non-Compete and Commitments" Shall be stricken and
replaced with the following:
It is understood that this Agreement and services are for the specific use of Orange County, North Carolina,
and will not be shared with any additional counties, cities, towns, townships or another other municipality within
or outside of Orange County, North Carolina.
19. Section 7.2 of the General Terms and Conditions, under "Content and Proprietary Rights" — Removal of 7.2 in its
entirety
20. Section 7.3 of the General Terms and Conditions, under "Content and Proprietary Rights" — shall be stricken and
replaced with the following:
If an error in the Database content or any information contained in the CDX is caused by Xceligent, Xceligent
will correct the error after notice to Xceligent.
21. Section 7.4 of the General Terms and Conditions, under "Content and Proprietary Rights" — Removal of 7.4 in its
entirety
22. Section 8.3 of the General Terms and Conditions, under "Warranties" — shall be amended to remove "the entire
risk" and shall now read:
Access by Subscribers and Users to Database Content and modifications or additions thereto and related
documentation, regardless of form, is provided "as is" and with all faults as to satisfactory quality,
performance, accuracy and effort is with Subscriber.
23. Section 9. of the General Terms and Conditions, under "Indemnities"— Removal of 9.1 and 9.2 in its entirety
24. Section 10.1 and 10.2 of the General Terms and Conditions, under "Limitations of Liability" shall be amended to
read as follows:
10.1 XCELIGENT'S OR SUBSCRIBER'S LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL NOT
EXCEED, IN THE AGGREGATE, THE AMOUNT OF SUBSCRIPTION FEES PAID BY SUBSCRIBER PURSUANT TO THIS
AGREEMENT FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE OF THE ACTION OR OMISSION GIVING
RISE TO SUBSCRIBER'S OR XCELIGENT'S CLAIM.
10.2 Xceligent or SUBSCRIBER will not be liable for any indirect damages, consequential damages, damages for
loss of profits or revenues, lost data, business interruption or loss of business information arising in connection
with this Agreement, even if informed of the possibility of such damages by the other Party to this Agreement.
DocuSigned by: ^-^^^DacnSignetl by.
SUBSCRIBER XCELIGENT In.
ler
By: By:
C8DDO4DrODCC
Name(Print): ffeePeBffAW&sley Name(Print): Glenn soendker
Title: County Manager Title: CAO/Asst . Secretary
Date: 7/8/2016 Date: 7/6/2016
DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
CELIGENT
BUILDING DATA. EVERYWHERE.
25. Section 11.3 of the General Terms and Conditions, under"General"—Removal of this section 11.3
26. Section 11.4 of the General Terms and Conditions, under"General"—Removal of this section 11.4
27. Section 11.6. of the General Terms and Conditions, under "General" will be stricken, and replaced with the
following:
This Agreement and all of the transactions contemplated hereby will be governed by and construed in
accordance with the laws of the state of North Carolina
28. Section 11.11 of the General Terms and Conditions, under "General"—Removal of this section 11.11
IN ADDITION, FOLLOWING ITEMS SHALL BE INCLUDED IN THE ADDENDUM.
29. FEES AND PAYMENT: The County agrees to pay at the rates specified for Services satisfactorily performed in
accord with this Agreement. The amount to be paid by the County shall not exceed $250/mo or $30007 yr.
Payment shall be made within thirty (30) days of an invoice properly submitted to the County. Should Provider fail
to perform it duties under this terms of this Agreement, County may, without fault or penalty withhold any
payment associated with the work to be performed until such time as said work is completed.
30. GOVERNING LAW: Both parties agree that this Agreement shall be governed by the laws of the State of North
Carolina. Provider shall at all times remain in compliance with applicable local, state and federal laws, rules and
regulations including, but not limited to all anti-discrimination laws. By Executing this Agreement, Provider affirms
that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes.
31. DISPUTE RESOLUTION: Any and all suites or actions to enforce, interpret, or seek damages with respect to any
provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of
Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court
shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by
either party, however the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such
suit or action.
32. E-VERIFY: All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and
Article 40 of North Carolina General Statutes.
33. PUBLIC RECORD LAW: Both parties recognize and agree to adhere to North Carolina's public records law, set forth
at Chapter 132 of the North Carolina General Statutes. Xceligent agrees to indemnify and hold harmless Subscriber
and its officers, employees, and agents from all costs, damagers, and expenses incurred in connection with
refusing to disclose any information.
34. NON-DISCRIMINATION: Xceligent shall not discriminate based upon race, ethnicity, color, national origin, religion,
creed, gender identity or expression, marital status, familial status, disability, political affiliation, Vietnam era or
disable veteran status as provided by law.
DocuSigned by: c-^^^DocuSigned by.
SUBSCRIBE E�
jOlAk,tt, (1Ay
By: By: y7
Bonnie Name(Prnt): aesle Y Name(Prnt): GlennLsoendker
Title: County Manager Title: CAO/Asst . Secretary
Date: 7/8/2016 Date: 7/6/2016
DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
BUILDING DATA. EVERYWHERE.
35. NON-APPROPRIATION: Xceligent acknowledges that Subscriber 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 County's obligations under
this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon
written notice to Provider of the unavailability and non-appropriation of funds.
DocuSigned by: —DocuSigned by.
SUBSCRIBER 0 XCELIGENT Ind
By: By: _
Name(Print): � Ersley Name(Print): Glenn soendker
Title: County Manager Title: CAO/Asst . Secretary
Date: 7/8/2016 Date: 7/6/2016
DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
CELIGEN
BUILDING DATA. EVERYWHERE.
Addendum B
Add/New User Contract Addendum
Company Name:
Contact Person:
Street Address:
City: ST: Zip:
Phone:
The above Subscriber has requested that the following users be added to their current Xceligent contract,
dated / /20
User Name Email Address Agent Phone Billable
Amount
7J 7rr '. .! r[ 3 j''' r f rr ✓ -'r / -! ,'/ r f !{,r a ✓r / rs r.: ?a, rr f r' r Ij r fr J r ,:/ �y y I s l'' r a i"; ;j
� r - S .� r r r°, r' /,r r r tr �! l!. rr -'�r � Sjr. tii �r9 r -F rr rr r.:X;r J� !'/r/fycj l r ti �$sr r>4,,,ri�,
,( �( �, r i d ,iy I rl 4 r /. ( J,. r J.. r ;f/ :.rr n ✓i Y„ z r k ,+ ! ir1.. 1 ✓ r rain�„�-r t g r e n
G �.,..�..ti r F '.e r,;�,,. r ,. .�i r�„ � ,�l^r l:r�,� *''. �.��„�,1,,..<, r '�/ ',.:,,,., �" ,.,.,.r �: �r;,. I. �/.Fr-1„n �� .r.,.. ! .,', ."e ��,; �,rirr r J,f a (C ✓b
�„ ,,.,, � s. �., ti.. ., ! ,, ,, r�r r� ✓��..�� �.�n a��r!/�rr.�.�.�,��
Subscriber agrees to have the above changes be applied to their billing and payment terms with Xceligent.
�r r . r, 5 „i t r J; Y j r r r / r r >„r f r, l 1 e 1/ i r '? r! R i./g x r r �;.
✓ r /?� :;r ',r rr r ,r/ r r f r. ! .krr Jr r/ a / J/irrfv r rr c } {tN f/1/i,. "r!✓ rr 9r r, v,-2
i r �,,� I :r J o r r ✓.., r. Y . :.r r. rr., r �t c.:f r � .li / r,.. �"r„
,.+ r r rl 1 r 1 r /, s r / 6 rr r 1 F39 �' 1 �r 1. l G i^ „., r 1 ,F. l .r rsfi,.r,v
� V r i / r r rr ,t /r /r ?;..�' 1 I..�- r :✓ r�a I �r n! //:- tr /!!r^'/ rEr I r� ./i-./ r jv fa: ri�Y„;w
rr ,,,�,�„,u ✓w,,,w rar,,.�/.�r� wry ,,,,.,r„a..r r4lo s,i r4N .��,�;y.r-,r/ ��� r rk�,rts,i alp, ...,J,✓,,.. J.,..,,..,..r a�� ,.l,al..,., f,,r/i ML.:'�.r r �,.�..�,.vl!!su,,:�lr'�;p�dr�i��r,r.�.�,trdl✓,�/yrF�hrh�f��J.,l:�::/�er<�n,
This Addendum shall commence at the start of the subscriber's next 30-day cycle of the month,following the
submission of this form and run concurrent with Subscriber's existing agreement.
SUBSCRIBER XCELIGENT, Inc.
By: By:
Name(Print): Name(Print):
Title: Title:
Date: Date: