HomeMy WebLinkAboutAgenda - Item 8-n - Register of Deeds Software Purchase and Support Agreement
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: June 19, 2018
Action Agenda
Item No. 8-n
SUBJECT: Register of Deeds Software Purchase and Support Agreement
DEPARTMENT: Register of Deeds, Information
Technologies
ATTACHMENT(S):
1 - Contract
2 - Scope Definition from RFP #5237
INFORMATION CONTACT:
Mark Chilton, Register of Deeds, 919-
245-2675
Jim Northrup, Chief Information Officer,
Information Technologies, 919-245-
2276
PURPOSE: To approve and authorize the Manager to execute a contract with Courthouse
Computer Systems, Inc., for the purchase and implementation of a Register of Deeds software
system, including first-year maintenance costs, for $189,680, and also including negotiated
multi-year annual maintenance service for years 2 through 5 at $79,000 per year and years 6
through 8 at $89,000 per year.
BACKGROUND: In FY2017-18, the Register of Deeds (ROD), with the help of Finance and
Information Technologies, issued a Request for Proposals (RFP) to replace existing software.
The current system was becoming problematic due to declining software support and infrequent
upgrades.
The RFP issued by Register of Deeds (ROD) sought a paperless system that would also scan
and index existing paper records into digital format for easy reference. Another requirement
was that the system would enable ROD staff to automate workflows by releasing documents
electronically to the next business unit. Additionally, a straightforward process to track monetary
transactions was sought.
The Request for Proposals (RFP) was advertised on August 28, 2017. The project scope is
attached as Attachment 2. The County received responses from 3 vendors:
Granicus
Tyler Technologies
Courthouse Computer Systems.
Criteria used to evaluate the proposals included:
1) functionality needed by staff to perform their day-to-day activities;
2) integration with key interdepartmental software systems;
3) the ability for customization within the technology platform;
4) overall cost structure (e.g., capital cost, operating costs, and ongoing maintenance/
support costs); and
5) the overall internal and external customer experience.
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Of the three proposals received, the proposal from Granicus was incomplete and additionally
stated the incorrect county and department. The two remaining vendors, Tyler Technologies
and Courthouse Computer Systems, were selected for further review. The selected vendors
provided several rounds of in-depth software demonstrations based on the criteria provided by
ROD staff as subject matter experts.
The ROD also invited its end-users to be present for part of the demo to evaluate and give
feedback on the external client portal.
After several in-depth demos and thorough discussions by the project team on the features and
how they mapped to current business processes, Courthouse Computer Systems, Inc., was
selected as the best option based on the following:
• The software, CCS, streamlines the department’s workflow and meets the goal of being
paperless.
• The software has a dedicated module for each Register of Deeds business unit, thereby
enabling each ROD business unit to better manage its own workflows and workload while
enabling business unit staff to collaborate on common workflows and processes.
• The vendor is experienced in successfully converting and integrating data from other
entities’ AMCAD software systems into their own CCS software platform.
• The client portal mimics the existing portal’s search features and enables the ROD to link
deed documents to parcel cards.
• Courthouse Computer Systems is based in Chapel Hill, NC and is used by 29 other
counties within North Carolina, e.g., Randolph, Henderson, Rockingham and Cleveland
counties are using Courthouse Computer Systems to process ROD transactions.
FINANCIAL IMPACT: The purchase and implementation of a Register of Deeds software
system is $189,680 which includes first-year maintenance costs. Also included in this contract
are negotiated multi-year annual maintenance costs with years 2 through 5 at $79,000 per year
and years 6 through 8 at $89,000 per year.
The Register of Deeds’ state-mandated Automation Fund currently contains approximately
$450,000 for the purchase and implementation technology.
SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to
this item.
• GOAL: ENABLE FULL CIVIC PARTICIPATION
Ensure that Orange County residents are able to engage government through voting and
volunteering by eliminating disparities in participation and barriers to participation.
The software enables the Register of Deeds department to better serve residents by
streamlining processes for deed registration and vitals requests including marriage licensing,
birth certificates and others.
RECOMMENDATION(S): The Manager recommends that the Board approve and authorize the
Manager to execute a contract with Courthouse Computer Systems, Inc., for the purchase and
implementation of a Register of Deeds software system, including first-year maintenance costs,
for $189,680, and also including negotiated multi-year annual maintenance service for years 2
through 5 at $79,000 per year and years 6 through 8 at $89,000 per year.
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[Departmental Use Only]
TITLE RoD Software
FY 2017-18
NORTH CAROLINA
SERVICES AGREEMENT OVER $90,000.00
RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 19th day of
July, 2018, (“Effective Date”) by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and Courthouse Computer
Systems, INC, (hereinafter, the "Provider").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Services Agreement (“Agreement”) is for professional services to be rendered
by Provider to County with respect to (insert type of project): Software License and
Implementation of Register of Deeds Software.
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
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performance of these services. Provider is solely responsible for the professional
quality, accuracy and timely completion and/or submission of all work related to
the Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns in the performance of the Agreement. Provider shall
correct any and all errors, omissions, discrepancies, ambiguities, mistakes or
conflicts at no additional cost to the County.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
3. Basic Services
a. Basic Services.
i) The Provider shall perform as Basic Services the work and services described
herein and as specified in the County’s Request for Proposals or Request for
Qualifications (the “RFP”) “RFP Number 5237 for “Register of Deeds Software”
issued August 28th, 2017, and the Provider’s proposal, which are fully incorporated
and integrated herein by reference together with Attachments Attachment A -
Courthouse Computer Systems - Software Agreement, Attachment B - Courthouse
Computer Systems - Estimated Orange County Implementation Schedule,
Attachment C - Courthouse Computer Systems - Annual Software Licensing and
Maintenance Cost, Attachment D - Courthouse Computer Systems - Support Model
and SLA, Attachment E - Courthouse Computer Systems - Certificate of Insurance
(designate all attachments). In the event a term or condition in any document or
attachment conflicts with a term or condition of this Agreement the term or
condition in this Agreement shall control. Should such conflict arise the priority of
documents shall be as follows: This Agreement, the County’s RFP together with
attachments, Provider’s Proposal together with attachments.
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ii) The Basic Services will be performed by the Provider in accordance with the
following schedule: (Insert task list and milestone dates)
Task Milestone Date
1. Tasks and Milestones shall be as shown in Attachment C.
2.
3.
4.
5.
6.
7.
8.
9.
10.
iii) Should County reasonably determine that Provider has not met the Milestone
Dates established in Section 3(a)(ii), County shall notify Provider of the failure to
meet the Milestone Date. The County, at its discretion may provide the Provider
seven (7) days to cure the breach. County may withhold the accompanying
payment without penalty until such time as Provider cures the breach. In the
alternative, upon Provider’s failure to meet any Milestone Date the County may
modify the Milestone Date schedule. Should Provider or its representatives fail to
cure the breach within seven (7) days, or fail to reasonably agree to such modified
schedule, County may immediately terminate this Agreement in writing, without
penalty or incurring further obligation to Provider. This section shall not be
interpreted to limit the definition of breach to the failure to meet Milestone Dates.
4. Duration of Services
a. Term. The term of this Agreement shall be from 7/1/2018 to 6/30/2026.
b. Scheduling of Services
i) The Provider shall schedule and perform its activities in a timely manner so as to
meet the Milestone Dates listed in Section 3.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform its services in
accordance with the approved project schedule at no additional cost to the
County.
iii) The Commencement Date for the Provider's Basic Services shall be July 1st, 2018.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement.
The maximum amount payable for Basic Services is Eight hundred fifty one thousand
six hundred Dollars ($851,600.00 {$189,600.00 for implementation and first year of
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software license; thereafter for software license only, years 1-5: $79,000.00 annually;
years 6-8: $89,000.00 annually}). In the event the amount stated on an invoice is
disputed by the County, the County may withhold payment of all or a portion of the
amount stated on an invoice until the parties resolve the dispute. Payment for Basic
Services shall become due and payable in direct proportion to satisfactory services
performed and work accomplished. Payments will be made as percentages of the whole
as Project milestones as set out in Section 3(a)(ii) are achieved. (For example, if there
are 10 Project Tasks with Milestone Dates then Provider may invoice for the first 10%
of the whole upon County’s acknowledgement of the satisfactory completion of Task one.
Upon the County’s acknowledgement that the second Task has been satisfactorily
completed Provider may invoice for the next 10% of the whole.)
b. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Mark Chilton) to act as the
County's representative with respect to the Project and shall have the authority to render
decisions within guidelines established by the County Manager and/or the County Board
of Commissioners and shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
7. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any
additional insurance as may be required by County’s Risk Manager as such insurance
requirements are described in the Orange County Risk Transfer Policy and Orange
County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) If
County’s Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of Cyber Liability Insurance (if no additional insurance
required mark N/A as being not applicable). Provider shall not commence work until
such insurance is in effect and certification thereof has been received by the County's
Risk Manager.
8. Indemnity
a. Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold
harmless the County from all loss, liability, claims or expense, including attorney's fees,
arising out of or related to the Project and arising from property damage or bodily injury
including death to any person or persons caused in whole or in part by the negligence or
misconduct of the Provider except to the extent same are caused by the negligence or
willful misconduct of the County. It is the intent of this provision to require the Provider
to indemnify the County to the fullest extent permitted under North Carolina law.
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9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days prior written notice to
the Provider.
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause.
c. Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii) Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a
waiver of any other required compliance with this Agreement.
e. Suspension. County may suspend the Basic Services and this Agreement at any time for
County’s convenience and without penalty to County upon three (3) days’ notice to
Provider. Upon any suspension by County, Provider shall discontinue the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
11. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
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b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina.
c. Compliance with Laws. Provider shall at all times remain in compliance with all
applicable local, state, and federal laws, rules, and regulations including but not limited
to all state and federal anti-discrimination laws, policies, rules, and regulations and the
Orange County Non-Discrimination Policy and Orange County Living Wage Policy
(each policy is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any
violation of this requirement is a breach of this Agreement and County may immediately
terminate this Agreement without further obligation on the part of the County. This
paragraph is not intended to limit and does not limit the definition of breach to
discrimination. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147-86.81.
d. Dispute Resolution. Any and all suits 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 a suit or action.
e. Entire Agreement. This Agreement, together with the RFP and its attachments and the
Proposal and its attachments, represents the entire and integrated agreement between the
County and the Provider and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by written
instrument signed by both parties. Modifications may be evidenced by facsimile
signatures.
f. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
g. Ownership of Work Product. Should Provider’s performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
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h. Non-Appropriation. Provider acknowledges that 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
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 public funds. It is expressly agreed that 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 County’s statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
County’s authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County’s legal authority.
i. Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article 11A and Article 40 of North Carolina General Statute Chapter 66.
j. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Provider’s Name & Address
Attention: Mark Chilton Courthouse Computer Sys.
P.O. Box 8181 Attn: President
Hillsborough, NC 27278 50101 Governors's Drive
Suite 130
Chapel Hill, NC 27517
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder
set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
By: _________________________________
Bonnie Hammersley, County Manager
By: __________________________________
Charlie Roederer, President
Printed Name and Title
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Courthouse Computer Systems – Software as a Service Agreement
AGREEMENT made by and between Courthouse Computer Systems, Inc., (“Licensor”)
and Orange County, North Carolina a political subdivision of the State of North Carolina
(“Licensee”).
The “Agreement” covers data conversion, licensing, software support and website
maintenance for a contract period of July 1st 2018 through June 30th 2023 as outlined
below:
1.Definitions
1.1. “Designated Environment” means the computer equipment currently in place in
the office
1.2. “Error” means a material failure of the Software to function in conformity with
the Specifications
1.3. “Licensed Copies” means the number of copies of the Software being licensed to
the Licensee
1.4. “Location(s)” means the Licensee office at Gateway Center, 228 South Churton
Street, Hillsborough, NC 27278
1.5. “Office” means the Orange County Register of Deeds office.
1.6. “Software” refers to any of the supported software modules defined in section
two of this Agreement.
2.Software Modules Included
1.Fee Collection and Document Recording
2.Document Indexing
3.Document Imaging
4.Public Inquiry
5.Online Inquiry (Web)
6.Fee Reporting
7.Marriage License Issuance
8.Online Marriage License and Marriage Kiosk
9.Vital Statistics Indexing and Imaging
10.Historical Document Scanning
11.Backup and Conversion Protection
12.Fraud Detection Notification Service
13.Image Redaction and Image Cleanup
3.Services Provided by Licensor
1.Data Conversion – The Licensor will convert all existing TIFF document
images and indexing data extracted from the systems currently in use.
2.Telephone Support - The Licensor will provide telephone numbers that can be
used as needed by the Licensee for assistance regarding the supported
Software Modules and services. Telephone support is available during normal
business hours (8:00AM to 5:00PM Monday through Friday). Licensor
responds to all telephone support issues based upon the criticality of the issue,
Attachment A - Courthouse Computer Systems - Software Agreement
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with systems that are completely non-functional receiving highest priority.
Licensor endeavors, but does not guarantee, to respond to all non-critical
issues within one business day.
3. Remote Support –Licensor will provide remote on-line support for the
software modules through direct broadband connectivity provided by the
Licensee. Remote online support allows the Licensor to perform system
troubleshooting and make certain updates or configuration changes more
quickly.
4. Licensor will maintain the software in compliance with the existing North
Carolina Standards for Indexing Real-Property Documents, effective July 1st,
2012, as the same may be amended or replaced during the contract period.
5. Additional Services – The Licensor is available to provide additional services
as needed at separately negotiated rates that are not included within the terms
of this Agreement. These services include, but are not limited to, historical
document indexing, automated detection and redaction of sensitive
information such as Social Security and driver's license numbers from
documents, Image Shield file versioning and recovery, document scanning,
and software customization.
4. Licensee Responsibilities
1. Licensee shall allow Licensor to possess a master administrative password
allowing access to the Software and Licensee’s system as is necessary to
complete Licensor’s responsibilities under this Agreement.
2. Licensee shall periodically complete a total backup of all databases
maintained by the office.
3. Licensee shall permit free and full access, including secure remote access, to
the system as is necessary for Licensor to provide service.
4. Licensee shall provide equipment that is dependable and sufficient to meet the
needs of the office.
5. Licensee shall provide remote connectivity so that Licensor can securely
connect to the network and access individual machines in the Register of
Deeds office to provide support.
5. Loaner Equipment
1. During the installation of software in the office, the Licensor may loan
computer equipment to assist in the transition. All equipment provided by the
Licensor remains the property of the Licensor. Any loaner equipment
provided by the Licensor will be done so free of charge.
6. Software License
Licensor grants Licensee a non-exclusive, non-transferable license to use up to sixteen
copies of the CCS Workstation Software and Documentation solely for its internal
operations at the Location and on the Designated Environment for the term of this
Agreement. Licensor grants Licensee a non-exclusive, non-transferable license for
unlimited copies of the CCS Search Software and Documentation solely for its internal
operations at the Location and on the Designated Environment for the term of this
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Agreement. All Software and Documentation remains the property of the Licensor.
Licensee agrees to not make unauthorized copies of the Software and Documentation.
Licensee maintains full and irrevocable rights to data and images maintained within the
system. Licensee has the authority to convert this data to a different system at the
Licensee’s sole discretion.
7. Proprietary Rights
Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other
intellectual property rights of whatever nature in the Software or Documentation are and
shall remain the property of the Licensor, and nothing in this Agreement should be
construed as transferring any aspect of such rights to the Licensee.
8. Confidentiality
8.1 Confidential Information
“Confidential Information”, shall mean the Software and associated
Documentation. Licensee acknowledges the confidential and proprietary nature
of the Confidential Information and agrees that, subject to the North Carolina
public records laws, it shall not reveal or disclose any Confidential Information
for any purpose to any other person, firm, corporation, or other entity, other than
office or county employees with a need to know such confidential information to
perform employment responsibilities consistent with Licensee’s rights under this
Agreement. Licensee shall safeguard and protect the Confidential Information
from theft, piracy, or unauthorized access in a manner at least consistent with the
protections Licensee uses to protect its own most confidential information. Should
the Licensee receive a request for information concerning the Software or
Documentation, the Licensee shall notify the Licensor. Should any request seek
information which the Licensor believes is "Confidential Information" but which
the Licensee in good faith believes is a public record under North Carolina law,
the Licensor shall have the right to defend any action brought against the Licensee
seeking disclosure of such information.
8.2 Unauthorized Disclosure
Licensee shall notify Licensor immediately upon discovery of any prohibited use
or disclosure of Confidential Information, or any other breach of confidentiality
and shall fully cooperate with the efforts of Licensor to regain possession of the
Confidential Information and to prevent the further prohibited use or disclosure of
the Confidential Information.
9. Warranty
9.1 Operation
Licensor represents to Licensee that: (1) during the Agreement Period, the
Software shall operate without any Errors; and (2) upon notification to Licensor
during the Agreement Period of any errors, Licensor will, during its normal
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business hours and at no cost to Licensee, use reasonable efforts to correct such
Errors which are reproducible and verifiable by Licensor.
10. Price
For the Software License, Implementation Services, and Software Maintenance Services
outlined in this Agreement, Licensee agrees to pay Licensor an annual subscription fee of
$79,000 and no cents. Support fees regarding the Courthouse Computer Systems
eRecording Portal are billed directly to the eRecording submission vendor and are not the
responsibility of the Licensee. The Licensor agrees that the software licensing and
monthly maintenance and support fee for the services outlined in this Agreement will not
increase for the duration of the Agreement.
11. Optional Additional Services
11.1 Customization
Additional time allotments for software customization are available on a time and
materials basis of $125 per hour.
12. Term and Termination of Agreement
12.1 Termination and Remedy
Licensee may terminate the Agreement without prejudice to any other remedy
Licensee may have, in the event of any material breach of this Agreement which
is not remedied within thirty days of Licensee’s notice to Licensor of the breach
and Licensee’s intent to terminate the License. Termination shall not relieve
Licensee’s obligation to pay all amounts that are already accrued and owing or
which Licensee has agreed to pay.
12.2 Breach
The Licensor may terminate this Agreement, without prejudice to any other
remedy Licensor may have, immediately without further obligation to Licensee,
in the event of any breach by Licensee, which cannot be remedied within t hirty
days of Licensor’s notice to Licensee of the breach and Licensor’s intent to
terminate the License.
12.3 Cessation of Use
Upon Termination of this Agreement, Licensee will cease using the Software and
Documentation and return all copies of the Software, Documentation, and all
other Confidential Information in its possession or destroy all copies of such
materials residing in computer memory. Licensor shall be entitled to enter the
Location(s) to repossess any Software, Documentation, and any other
Confidential Information. Licensee shall, within ten days from the effective date
of termination, certify in writing that all copies of the Software and
Documentation have been returned, deleted, and destroyed.
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12.4 Non-Appropriation
Licensor acknowledges that Licensee is a governmental entity, and the contract
validity 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 Licensee’s obligations under this contract, then this contract shall
automatically expire without penalty to Licensee thirty (30) days after written
notice to Licensor of the unavailability and non-appropriation of public funds. It
is expressly agreed that Licensee shall not activate this non-appropriation
provision for its convenience or to circumvent the requirements of this contract.
In the event of a change in the Licensee’s statutory authority, mandate and
mandated functions, by state and federal legislative or regulatory action, which
adversely affects Licensee’s authority to continue its obligations under this
contract, then this contract shall automatically terminate without penalty to
Licensee upon written notice to Licensor of such limitation or change in
Licensee’s legal authority
13. Renewal
This Agreement will renew automatically for subsequent terms of one year at an annual
cost of $89,000 to cover both software licensing and software maintenance. Licensor
shall notify Licensee sixty days in advance of the renewal date of any changes to the
Agreement. Acceptance will be assumed if the Licensee does not notify Licensor at least
thirty days prior to the renewal date. The table below shows the cost schedule for both
the initial 5-year term and subsequent annual terms for years 6-8 if this agreement is
automatically renewed.
Annual License and
Maintenance Costs
Year 1 - $79,000
Year 2 - $79,000
Year 3 - $79,000
Year 4 - $79,000
Year 5 - $79,000
Year 6 - $89,000
Year 7 - $89,000
Year 8 - $89,000
14. Validity
If any part of this Agreement is held to be illegal or unenforceable, the validity or
enforceability of the remainder of this Agreement shall not be affected.
15. Survival
Sections 6, 7, and 8 shall survive the termination of this Agreement for any reason.
15
Page 6
16. Choice of Law and Jurisdiction
This Agreement shall be governed by and interpreted in accordance with North Carolina
law, without any consideration of its rules governing conflicts of law; and both parties
agree that exclusive venue for any action, whether at law or in equity, shall be in a court
of competent jurisdiction in North Carolina.
17. Iran Divesture Certification
Licensor certifies that: (i) Licensor is not listed on the Iran Divestment List created by the
State Treasurer pursuant to N.C.G.S. § 147-86.58 (the “Final Divestment List”), and (ii)
Licensor will not utilize any subcontractor performing work under this Agreement which
is listed on the Final Divestment List. The Final Divestment List can be found on the
State Treasurer’s website at the address www.nctreasurer.com/Iran and should be updated
every 180 days.
18. E-Verify
Licensor shall comply with the requirements of Article 2 of Chapter 64 of the General
Statutes. Further, if Licensor utilizes a subcontractor, Licensor shall require the
subcontractor to comply with the requirements of Article 2 of Chapter 64 of the North
Carolina General Statutes.
19. Entire Agreement
This Agreement and its schedules and Addendums comprise the entire Agreement
between the parties for licensing and support and is not subject to change or modification
except by written Agreement signed by both parties.
This instrument has been pre-audited in the manner required by the Local Government
Budget and Fiscal Control Act.
LICENSOR:
____________________________
Signature
LICENSEE:
____________________________
Signature
____________________________
Name
____________________________
Name
____________________________
Title
____________________________
Title
____________________________
Date
____________________________
Date
16
Page 7
____________________________ _________________
Person Date
Orange County Officer
17
Orange ROD - Anticipated Project Implementation Schedule for RFP 5237
Task Resource Timeframe or
Milestone Date
Project Kick-Off meeting ALL 6/20/2018
Granicus Data Provided to Courthouse Computer Systems IT 6/20/2018
Instances of Multiple PIN sheets requiring Administrative Notices
Turned Over for Data Entry by CCS
ROD 6/20/2018
Implementation Questionaire Completed (Used as Basis for System
Setup)
ALL 6/20/2018 / 6/27/2018
Detailed Requirements Gathering for PIN/GIS Integration CCS and ROD 6/20/2018 - 6/27/2018
Initial Process Workflow Analysis CCS and ROD 6/20/2018 - 6/27/2018
Granicus Data Conversion - Phase1 CCS 6/27/2018 - 8/31/2018
Software Modification / System Integration CCS 6/27/2018 - 8/31/2018
ROD Server Environment Created IT 8/24/2018
ROD Training Computer Installed IT 8/24/2018
ROD Test Environment Created CCS 8/24/2018
Historical Index Data Turned Over for Conversion ROD 8/15/2018
Slave Records Turned Over for Conversion ROD 8/15/2018
Corporate Charter Data Turned Over for Conversion ROD 8/15/2018
Converted Granicus Data Loaded into Test Environment for Initial
ROD Review
CCS 8/31/2018
Software Configuration CCS 8/27/2018 - 9/15/2018
Department Head Training & Final Process Workflow Analysis CCS and ROD 8/27/2018 - 8/30/2018
Granicus Data Conversion - Phase2 (if necessary)CCS 9/3/2018 - 9/21/2018
PIN/GIS Integration Testing ALL 9/14/2018 - 10/1/2018
Granicus Initial Data Conversion Verified CCS and ROD 10/1/2018
Financial Reporting Customization Verified CCS and ROD 10/15/2018
Administrative Notices for Multiple PIN Sheets Created, Historical
Index and Assumed Name Index Loaded into Test Environment for
Review
CCS 11/12/2018
eRecording Integration Testing Complete CCS and ROD 11/19/2018
All Other Historical Data Converted and Loaded For Testing CCS 11/19/2018
2nd Cut of Granicus Data Turned Over for Reconversion Testing IT 11/19/2018
Software Installed onto Client Computers CCS 11/12/2018 - 11/16-2018
End User Training CCS 11/26/2018 - 11/29/2018
Final Abstract of Granicus Data Turned Over IT 11/30/2018
Final Data Conversion, Data Staging, and Implementation Tasks CCS 12/1/2018 - 12/2/2018
Software Go-Live ALL 12/3/2018
Attachment B - Courthouse Computer Systems - Estimated Orange County Implementation Schedule
18
Register of Deeds Software
Courthouse Computer Systems
Projected Annual Software Licensing and Maintenance Cost
Year 1 - $79,000
Year 2 - $79,000
Year 3 - $79,000
Year 4 - $79,000
Year 5 - $79,000
Year 6 - $89,000
Year 7 - $89,000
Year 8 - $89,000
Attachment C - Courthouse Computer Systems - Annual Software Licensing and Maintenance Cost
19
1
Courthouse Computer Systems – Support Model
Courthouse Computer Systems provides ongoing support for all of the systems it deploys. Maintenance
is performed through onsite support, remote access support, telephone support, email/website support,
and online chat. Courthouse Computer Systems prides itself on its customer centric policies that ensure
that any issues are promptly addressed.
Normal support hours are 8:00 – 5:00 EST Monday through Friday. Support provided outside of these
hours will not incur any additional charges. In the event of an emergency, Courthouse Computer
Systems can be contacted 24/7. We respond to requests based upon criticality, but endeavor to give
each issue immediate attention.
Customer Support Objective
When a customer initiates a telephone support call we will answer immediately with a trained support
staff member who will understand the issue being experienced. Whomever answers the call will know
the customer by name and will have had a face-to-face meeting with the customer before. He/she will
be able to decide quickly if it is a matter they can resolve or whether the request needs to be escalated
to another team member or a software engineer.
Customer Support Process
Critical Issues – Contact Courthouse Computer Systems via the toll-free hotline (1-855-Court-IT). Calls
to this hotline are immediately answered by a technical support specialist, unless all specialists are
actively assisting other customers. In the event a specialist in unavailable, calls are answered by a call
coordinator who is responsible for documenting the issue, assessing the severity of the issue, and
routing the issue to the appropriate support specialist or development team member. Depending upon
the severity of the issue, technical support specialists will be interrupted in the work they are
performing to be redirected onto high priority items. 80% of calls are answered directly by technical
support specialists, while 20% of calls are answered by call coordinators.
Non-critical Issues – Contact Courthouse Computer Systems via the
Support@CourthouseComputerSystems.com email address or the support hotline. The support address
is actively monitored throughout the day and checked at a minimum of once per hour during business
hours.
Attachment D - Courthouse Computer Systems - Support Model and SLA
20
2
Service Level Agreement
Courthouse Computer Systems provides a Service Level Agreement (SLA) as part of our commitment to
providing exemplary customer support. The SLA establishes response times and resolution times based
upon severity level.
Severity Description Response Temporary
Resolution
Resolution
1
(High)
Production use of the
software is stopped or
severely impacted such that
the office cannot function
and no circumvention
procedures are available
Immediate Best effort until
fixed or a suitable
workaround is
provided. Regular
status updates
provided every 4
hrs.
0-2 days
2
(Med-
high)
Production use of the
software is severely
impacted, but a workaround
is available
0-4 hrs Best effort to fix
or improve upon
available
workaround.
Status updates
provided daily.
0-5 days
3
(Med)
Loss of use of non-essential
functionality with minimal
impact to office workflow
including problems isolated
to one machine
0-1 day Fix or suitable
workaround
provided within 5
business days.
0-25 days
4
(Low)
General requests or inquiries
not impacting overall office
function
0-3 days Fix or suitable
workaround
provided within
25 business days.
0-25 days
Escalation Management
Our escalation management system provides careful monitoring of situations that require increased
awareness and immediate action. Items can be escalated when the Courthouse Computer Systems
support team feels as though they will be unable to resolve the issue or likely to exceed the SLA
timeline. Items can be escalated by the customer in order to bring focused management attention to
critical issues.
21
3
Who Can Contact Support?
Any member of the Register of Deeds staff or the County IT Department is welcome to contact support.
Courthouse Computer Systems expects that the county will provide primary contact(s) to receive
notifications regarding software maintenance and issue resolution.
Customer Contacts Support Specialist
SEVERITY LEVEL ASSIGNED
Operations Manager or Development
Manager is Engaged
Issue Resolved
Issue Resolved
CCS Response Insufficient
ESCALATE
Concerns Still Prevalent
ESCALATE
Head of Business is Engaged Issue Resolved
22
05/16/2018
(855) 865-0768 866-828-2424
Certificate@Hanover.com
Massachusetts Bay Ins Co
OD6 9872296 05 03/01/2018 03/01/2019
1,000,000
300,000
5,000
1,000,000
2,000,000
2,000,000
OD6 9872296 05 03/01/2018 03/01/2019
WD6 9872285 06 03/01/2018 03/01/2019
1,000,000
1,000,000
1,000,000
1,000,000
ORANGE COUNTY REGISTER OF DEEDS
228 S. CHURTON STREET
HILLSBOROUGH, NC 27278
A
A
A
FIRST CITIZENS INS SERVICE 4300 SIX FORKS ROAD
PO BOX 29611 MAIL CD INSO1
RALEIGH, NC 27626
COURTHOUSE COMPUTER SYSTEMS
30085 BRITT
CHAPEL HILL NC 27517
Cyber Liability $25,000 AGGREGATE/$5,000 DEDUCTI
22306
X
X
N N
X
X X
N N
N
NN
X
OD6 9872296 05 03/01/2018 03/01/2019A
23
Attachment 2
Project Scope Definition of Proposal from RFP# 5237
Advertised August 28th, 2017
The Orange County, NC department of Register of Deeds (ROD) is seeking proposals from qualified firms
for software and implementation services for migrating and enhancing the existing AMCAD System
including processes and data, to a robust software platform that takes advantage of current
technologies in order to support storage, workflow, access and integration.
The overall objective of the project is to review, select and implement a software platform that enables
ROD to:
• Improve the process and interaction for all Register of Deed staff:
o Customizable modules for all ROD units.
o Transparent workflow process.
o Detailed invoice and reports.
o Seamless communication from within the application to clients regarding their
submitted documents and forms.
• Improve the process and interaction for Register of Deed customers:
o Enable the customer to manage their own escrow account.
o Enable the customer to complete vitals request / marriage application online to
shorten the process of request vitals / marriage documents.
o Search for deed documents using a simple and intuitive interface.
• Eliminate paper based processes.
• Reduce manual processes and increase productivity.
• Improve integration between applications and other software systems.
24