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HomeMy WebLinkAbout2014-203 Arts - Pursuit of Happiness, LLC for renewal of EverWondr Network Licenses for 3 yrs $1,800 [Departmental Use Only) TITLE FY ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 17th day of April, 2014, ("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 Pursuit of Happiness, LLC (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: Network Services: This agreement is for maintenance, administrative access and server fees for the Orange County Arts Commission's online arts calendar, as provided in Exhibit A, Scope of Services,which is attached and incorporated by reference. . The term of this agreement rendered shall be from August 15,2014 to August 15,2017. 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 $1,800 annually for a 3-year term, ($5,400 total). 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. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may Revised 9/13 1 be required by Owner'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://oran-gecougVne.gov/purchasinWcontracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (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 Owner's Risk Manager. 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 30 days written notice to the Provider. In the event of termination by the County, the County will compensate Provider for all agreed upon direct cost incurred by Provider. Provider will return to County any excess payments made by Provider on a pro-rata basis. 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. Priority: In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. 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. 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 anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 10. 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. [SIGNATURE PAGE TO FOLLOW] Revised 9/13 2 IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement,effective as of the day first written above. ORANGE PROVIDER By: By: C un Manager Titlq' kv 2001S. Cameron St. P.O. BOX 8181 Hillsborough,NC 27278 This instru ent h een approved as to technical content. Steve ant ey, V a,t ent Di c o / This instrument has been pre-audit in the manner required by the Local Government Budget and Fiscal Control Act. Office of the Chief Financial Officer Thi inWum as been approved as to form and legal sufficiency. Offi e of the ounty Attorney Revised 9/13 3 Exhibit A Scope of Services 1. NETWORK SERVICES A. Company will provide server and support for event frame B. Company will supply an admin tool for uploading, revising and tracking events, and listing venues. C. 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 or organization. 2. GENERAL PROVISIONS A.. Agent Relationship Company is authorized to act as Client's agent in purchasing the materials and services required to host the site activities on behalf of Client up to amount specified in contract. B. Cancellation of Plans Client 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 Client's instructions; but Client agrees to reimburse Company for any direct losses Company may sustain derived from such modification, rejection, cancellation or stoppage ordered by client provided such modification, rejection, cancellation or stoppage was not the result of negligence or misconduct by Company. Client shall reimburse Company for all expenses incurred in connection with Client marketing communications previously authorized by Clientt. C. Failure of Suppliers to Perform Company will endeavor to the best of its knowledge and ability to guard against any loss to Client through failure of suppliers to properly execute their commitment, but we shall not be held responsible for any failure on their part. D. Client Partnership A. Client will supply a direct link to the EverWondr Events Calendar from the main navigation of their current site. (Event/ Event Calendar) B. Client agrees to set up training session with local attractions and venues. 3. MISCELLANEOUS A. Files/Records All databases, files and records are the property of Company and can be accessed only through written permission of Company. PURSUIT OF HAPPINESS,LLC 1000 REVOLUTION MILL DRIVE,STUDIO 2,GREENSBORO,NC 27405 336.643.0387 PURSU-1 OP ID:MBUR CERTIFICATE OF LIABILITY INSURANCE 1 D 0 4/22/20 122120Y4 014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). ACT PRODUCER Phone:336-852-7703 NAME: GreenPoint Insurance Group Fax:336-294-0886 PHONE Est; A No 711 Gallimore Dairy Road High Point,NC 27265 ADDRESS: Dan Gardner INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Sentinel Insurance Company Ltd 11000 INSURED Pursuit of Happiness,LLC INSURERS:AXIS Pro 2007 Yanceyville St.,BOX 28 INSURER C:Hartford Accident&Indemnity 22357 Greensboro,NC 27405 INSURER D: INSURER E: IN URER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE A B POLICY NUMBER MM/DD EFF MMIDDI EXP LTR LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY 22SBACO2805 0111912014 0111912015 PREMISES Ea occurrence $ 1,000,00 CLAIMS-MADE F_XI OCCUR MED EXP(Any one person) $ 10,00 B MCN90081401 0111912014 01/1912015 PERSONAL&ADV INJURY $ X Media Liability GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident _ ANY AUTO BODILY INJURY(Per person) $ ALLOWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $HIRED AUTOS AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WCSTATU- OTH- AND EMPLOYERS'LIABILITY LIMITS ER Y/N C ANY PROPRIETOR/PARTNERIEXECUTIVE 22WBCVT8864 0412812013 0412812014 E.L.EACH ACCIDENT $ 1,000,00 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,00 If yes,describe under DESCRIPTION OF OPERATIONS below I I I E.L.DISEASE-POLICY LIMIT $ 1,000,00 PROPERTY 12,00 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION ORANGCO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County NC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g tY ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 8181 Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE Dan Gardner ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD