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Home My WebLink About2013-076 Visitors Bureau - OnCell Systems for Cell phone tour Marketing $2,100 [Departmental Use Only] TITLE FY ORANGE COUNTY CONTRACT UNDER$10,000.00 NORTH CAROLINA THIS AGREEMENT,made and entered into this day of 20`" ("Effective Date")by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: T �5 The term of this agreement rendered shall be from]" €1) to�# �.Z . Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed tti ' fr ($ ). Payment shall be made within thirty(30)days of an invoice properly submitted to County. Should Provider fail to perform its duties under the 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. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. Revised July 2010 4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services as required by the County's Risk Management Policy. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 8. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute.involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County,North Carolina. 9. 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. IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement,effective as of the day first written above. ORAN NTY PROVIDER By: By: I'y� County Maria e Title: �e 1104 C e'� 200 S. Cameron tr , P.O.Box 8181 „ a, Hillsborough,NC 27278 This in t e it s e ed as to technical content. ,Department Director . a. This in rnent as been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Office of the Finance Director This instrument has been approved as to form and legal sufficiency. Revised July 2010 Office Lf the Couky Attorney Revised July 2010 02/22/2013 10:44 GEOPOINT SYSTEMS #2803 P.002 /005 ,,nCell 1160D Pittsford-Victor Rd/Pittsford,NY 14534 585-419-9844/www.oncelf.com Service Agreement—Orange County Chapel Hill Visitors Bureau Prepared for: Laurie Paolicelli Primary Service Plan: 'Cell Phone Tour': Includes UNLIMITED distribution of Audio content. Does NOT include Links. All OnCell Service Plans(unless noted above)Include: Local Phone Number, Mobile Web Page,MP3 Downloads, Text Captions,Links,MY OnCell Web-interface Access,QR Codes,OnCell Visitor Slats Package,Geo-Tagging, Unlimited Content Storage Space, Sign Generator, Marketing Samples, Press Release and 2417 Customer Support. Additional Features &Services: ®Images Pricing: ❑ Embedded Video ®Account Setup Charge: $250.00(waived with ❑GeoAlerts annual billing) ❑Mobile-giving ® Price: $2100.00 ❑Text Messaging ❑Q Builder Timing: ❑Content or Sign Production(not eligible Audio+2 feature) Today:2/6/2013 ❑Other(add to Notes) Proposal Notes: po Expires: 12/20/2013 Estimated Project Start:To be determined The inclusion of images qualifies a tour to be included First Service Invoice:To be determined on Google Field Trip. Conditions: • OnCell will order local market phone number or create URL and allocate network&team resources when this signed document is returned by email or fax(585419-9843). • Account Setup Charge is billed when this signed document is returned. Credit Card Payments accepted. • Marketing Collaboration: Both parties agree to include each other's names and logos on marketing collateral, signage and web materials when feasible. • Distribution:OnCell may share qualified tours with Google Field Trip. • Cancellation: Either party may cancel services with 30 days written notice. •a Co denti 9gl' o Darti a��kip th n nts f this document an u o na d' ion Cpnden I ex sucG ty frustrate Norffii ahoGna�rc I aws. in response to a pu�lsc> req[tes��or trus or ro�ated'documenn Orange County shall,without hwurrurg liability to OnCell,provide such d77,fF Date:questor in compliance with North Carolina Law. OnCell Systems, Inc. 216/2013 ong erritory W am' Orange County Chaple Hill VB Date: ' Authorized Representative!Me Company Address: `�a d/ Gt� Yc�;ti � / �C•� 07-2 Sll� OnCell Systems,Inc 2013 Fax:585-419-9843