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Home My WebLink About2011-269 Arts - Pursuit of Happiness for event calendar server, hosting and admin. access to the Arts Commission . . standard letter of agreement Date: 07.05.11 Between: Martha Shannon Director Orange County Arts Commission 501 West Franklin Street Chapel Hill, NC 27516 And: Pursuit of Happiness, LLC 2007 Yanceyville Street Suite 3322, Box 38 Greensboro, NC 27405 336.643.0387 RE: (URL To be determined) Company hereby agrees to provide access to the EverWondr Events Network to the Arts Commission in accordance with and subject to the following terms and conditions. 1. NETWORK SERVICES A. Company will acquire hosting services for the URL in question. B. Company will work with ARTS COMMISSION to link the ARTS COMMISSION events section to the URL in question for free for the duration of the contract. C. Company will supply an admin tool for ARTS COMMISSION in uploading, revising and tracking events and listing venues. D. Admin access to the URL in question, including passwords and any or all read/write/upload/download privileges to the admin tool, are not transferrable, and may not be shared with any other party. E. Company will provide two header spaces for ARTS COMMISSION to use to promote itself, or to promote events directly associated with ARTS COMMISSION. F. This license agreement will be in effect from July 1, 2011 with option for renewal on January 1, 2013. Such renewal to be for up to three (3)years. G. Site will launch August 1,2011. PURSUIT OF HAPPINESS,LLC 2007 YANCEWILLE STREET,SUITE 3322,Box 38,GREENSBORO,NC 27405 336.643.0387 2. GENERAL PROVISIONS A. Exclusive Arrangement ARTS COMMISSION agrees not to engage the services of any other events Network during the term of this agreement without first obtaining the written consent of Company. B. Agent Relationship Company is authorized to act as ARTS COMMISSION's agent in purchasing the materials and services required to host the site activities on behalf of ARTS COMMISSION. C. Cancellation of Plans ARTS COMMISSION reserves the right, in its sole discretion, to modify, reject, cancel or stop any and all plans, schedules or work in process to launch the site; and in such event Company shall immediately take proper steps to carry out ARTS COMMISSION's instructions; but ARTS COMMISSION agrees to reimburse Company for any direct losses Company may sustain derived from such modification, rejection, cancellation or stoppage ordered by ARTS COMMISSION provided such modification, rejection, cancellation or stoppage was not the result of negligence or misconduct by Company. ARTS COMMISSION shall reimburse Company for all expenses incurred in connection with ARTS COMMISSION marketing communications previously authorized by ARTS COMMISSION, and to pay Company any service charges relating thereto, in accordance with the provisions of this Agreement. D. Failure of Suppliers to Perform Company will endeavor to the best of its knowledge and ability to guard against any loss to ARTS COMMISSION through failure of suppliers to properly execute their commitment, but we shall not be held responsible for any failure on their part. E. Indemnification of Network and Client Company agrees to exercise its best judgment in the preparation and execution of all activities for ARTS COMMISSION, with a view to avoiding any claims, proceedings, or suits being made or instituted against ARTS COMMISSION or Company. Company shall defend, indemnify, and hold ARTS COMMISSION, its officers, employees and agents harmless from and against any and all liability, loss, expense, including reasonable attorneys'fees, or claims for injury or damages arising out of the performance of the Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys'fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omission of Company, its officers, agents or employees. ARTS COMMISSION shall defend, indemnify, and hold Company, its officers, employees, and agents harmless from and against any and all liability, loss, expense, including reasonable attorneys'fees, or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys'fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of ARTS COMMISSION, its officers, agents or employees. F. Client Partnership PURSUIT OF HAPPINESS,LLC 2007 YANCEYVILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405 2 336.643.0387 ARTS COMMISSION agrees to set up training session with local attractions and venues. ARTS COMMISSION agrees to help promote the URL through all its communications. ARTS COMMISSION also agrees to help distribute co-op ad materials to all attractions and venues. 3. TERMS OF AGREEMENT This agreement is for maintenance, administrative access and server fees for VisitChapelHill.com Events Link, the link to the EverWondr Network Events Calendar URL for Orange County. This agreement shall begin on July 1, 2011 and shall continue in effect until July 1, 2014. Termination by either party may be for convenience. Termination by ARTS COMMISSION requires at least ninety(90) days written notice and full payment of remainder of contract. In the event of termination for convenience by ARTS COMMISSION, ARTS COMMISSION shall compensate Company for all direct costs incurred pursuant to this Agreement by Company. 4. PURSUIT OF HAPPINESS COMPENSATION Company will provide server support and maintenance for a fee of$1,800 per year ($150 per month)for a period of three years. 5. MISCELLANEOUS A. Relationship of Parties. Provider is an independent contractor of the County. Neither Provider nor any employee of the Provider shall be deemed an officer, employee or agent of the County. Provider's personnel shall not be employees of, or have any contractual relationship with the County. B. 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. C. 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. 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 and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. E. Entire Agreement. This Agreement 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. PURSUIT OF HAPPINESS,LLC 2007 YANCEYVILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405 3 336.643.0387 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. 6. BILLING All fees to launch the site, host and maintain for the first year are due at the beginning of the contract. Annual server, maintenance and admin access fees for 2012 and 2013 will be billed to ARTS COMMISSION on the yearly anniversary of the launch date, July 1, 2011, with payment due upon receipt. Payment is expected in full. Payment Due Amount August 1, 2011 $1,800 August 1, 2012 $1,800 August 1, 2013 $1,800 A. Agreement to Pav ARTS COMMISSION agrees to pay properly submitted Company invoices within 30 days of receipt. B. Overdue Accounts All past due accounts are subject to a late charge of 1-1/2% per month after 45 days from the original invoice date. After that date the account will be suspended and the site turned off until payment is made. C. Files/Records All databases, files and records are the property of Company and can be accessed only through written permission of Company. (SIGNATURE PAGE TO FOLLOW) PURSUIT OF HAPPINESS,LLC 2007 YANCEWILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405 4 336.643.0387 Agreed and Accepted: Pursuit of Happiness, LLC Autho ' ed gnature Date C' s Acceptance: This agreement is accepted by: -- Orange County Arts Commission AJIA Autho ized Signature Date This instrument has been pre-audited i e manner required by the Local Government Budget and Fiscal Control Act: Office of the Finance Director Approved as to form and legal sufficiency: Office of the ounty Attorney APPRnVF'D I PURSUIT OF HAPPINESS,LLC 2007 YANCEYVILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405 5 336.643.0387