HomeMy WebLinkAbout2011-270 VB - Pursuit of Happiness for event calendar server, hosting and admin. access to the CVB standard letter of agreement
Date: 07.05.11
Between: Orange County (hereinafter"CVB")
Orange County CVB
501 West Franklin Street
Chapel Hill, NC 27516
And: Pursuit of Happiness, LLC (hereinafter"Company")
2007 Yanceyville Street
Suite 3322, Box 38
Greensboro, NC 27405
336.643.0387
RE: VisitChapelHill.com (TBD)
Company hereby agrees to provide access to the EverWondr Events Network to the CVB 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 CVB to link the CVB events section to the URL in
question for free for the duration of the contract.
C. Company will supply an admin tool for CVB 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 CVB to use to promote itself, or to
promote events directly associated with CVB.
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 YANCEYVILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405
336.643.0387
2. GENERAL PROVISIONS
A. Exclusive Arrangement
CVB 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 CVB's agent in purchasing the materials and
services required to host the site activities on behalf of CVB.
C. Cancellation of Plans
CVB 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 CVB's instructions; but
CVB agrees to reimburse Company for any direct losses Company may sustain
derived from such modification, rejection, cancellation or stoppage ordered by
CVB provided such modification, rejection, cancellation or stoppage was not the
result of negligence or misconduct by Company. CVB shall reimburse Company
for all expenses incurred in connection with CVB marketing communications
previously authorized by CVB, 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 CVB 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 CVB, with a view to avoiding any claims, proceedings, or suits
being made or instituted against CVB or Company. Company shall defend,
indemnify, and hold CVB, 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.
CVB 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 CVB, its
officers, agents or employees.
F. Client Partnership
CVB agrees to set up training session with local attractions and venues. CVB
agrees to help promote the URL through all its communications. CVB also
agrees to help distribute co-op ad materials to all attractions and venues.
PURSUIT OF HAPPINESS,LLC
2007 YANCEYVILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405 2
336.643.0387
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 CVB requires at least ninety (90) days written notice and full payment of
remainder of contract. In the event of termination for convenience by CVB, CVB 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$3,000 per year
($250 per month) for a period of three years. Company will set up the site/URL due the
first year for an additional, one-time fee of$2,500.
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.
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.
PURSUIT OF HAPPINESS,LLC
2007 YANCEYVILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405 3
336.643.0387
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 CVB 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 $2,500 (setup fee, one-time payment)
August 1, 2011 $3,000
August 1, 2012 $3,000
August 1, 2013 $3,000
A. Agreement to Pay
CVB 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)
I
PURSUIT OF HAPPINESS,LLC
2007 YANCEYVILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405 4
336.643.0387
Agreed and Accepted:
Pursuit of Happine LLC
el_,/ ///
u I d S nature Date
lient's Acceptance:
This agreement is7aceepted by:
Chapel Hill and Or nge unty C -
uthoriz Signatur Date
This instrument has been pre-audited in the 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 C my Attorney
APPROVED ON BEt7z;-'COUNTY, NC
PURSUIT OF HAPPINESS,LLC
2007 YANCEYVILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405 5
336.643.0387