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HomeMy WebLinkAbout2015-154-E Visitors Bureau - Rivers Agency LLC for social media enhancement and staff training $8,000 DocuSign Envelope ID:28C70191-ACED-41 1A-B232-07CC312698DA [Departmental Use Only] TITLE Rivers Agency Social FY 2015 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 1 st day of February, 2015, ("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 fast part; and Rivers Agency, 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: Rivers Agency will introduce a content calendar and content buckets for social media posting on Facebook and Instagram. The postings intend to engage the local market and build buzz for things going on in Orange County. Content will include some edgy and spontaneous events/happenings posts twice per week. Rivers Agency will engage audiences by 1. Defining Target Audiences. 2. Setting Goals that allow for the creation of Key Performance Indicators (KPI) which can be benchmarked for measurement, 3. Optimizing Account Settings on Facebook 4. Developing a content calendar 5. Doubling of Facebook fans through use of an ad budget and 6. Designing a new cover image for Facebook once a month. Rivers will train Visitors Bureau staff on best posting practices on Facebook and Instagram to allow for staff to post the majority of content.Rivers will also make website updates to integrate missng social links/feeds. The term of this agreement rendered shall be from February 1 to June 1,2015. Provider represents and agrees that Provider is qualified to perform and filly 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. Pam: 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 eight thousand dollars, ($8000.00). 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. Revised 10/14 1 DocuSign Envelope ID:28C70191-ACED-41 1A-B232-07CC312698DA 3. Independent Contractor: The Provider shall operate as an independent contractor 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 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 eg coun. nc.gov/purchasing�contracts.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. Indemni : 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 and Signatures: 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. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Priori : In determining the basic services to be provided, should any documents be referenced in or attached to 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. 10. 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 such suit or action. 11. 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 Revised 10/14 2 DocuSign Envelope ID:28C70191-ACED-41 1A-B232-07CC312698DA mandate. hi the event that public fiends are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Comity immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. [SIGNATURE PAGE TO FOLLOW] Revised 10114 3 DocuSign Envelope ID:28C70191-ACED-41 1A-B232-07CC312698DA IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. DD ORANGE COUNTY PRO u�gned by: 5DOCUSIgned by: By: _ By: aE ... Cou MfiPjf" 200 S. Cameron St. Rivers Agency, LLC P.O.Box 8181 601 W. Rosemary Street,P.O.Box 9796 Hillsborough,NC 27278 Chapel Hill,NC 27515-9796 Revised 10/14 q DocuSign Envelope ID:28C70191-ACED-41 1A-B232-07CC312698DA ,a►co CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/11/2014 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). PRODUCER CONTACT Charline Gr der NAME: y Bagwell & Bagwell Insurance LLC PHONE (g19)832-6667 NC No;(919)856-0769 2626 Glenwood Ave. E-MAIL ADDRESS:Charline @1919bb.com Suite 300 INSURERS AFFORDING COVERAGE NAIC# Raleigh NC 27608 INSURER A:Standard Fire Ins Co. 19070 INSURED INSURER B: RIVERS AGENCY, LLC INSURERC: 601 W. ROSEMARY ST. INSURERD: UNIT #108 INSURER E: CHAPEL HILL NC 27516 INSURER F: COVERAGES CERTIFICATE NUMBER CL14113002291 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 ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MMIDDIYYYY MMIDDIYY GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $ CLAIMS-MADE 7 OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO- ] LOC $ AUTOMOBILE LIABILITY COEa accident MBINED SINGLE LIMIT ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIREDAUTOS AUTOS Peraccident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE❑ N/A E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? ICUB8D18230214 11/5/2014 11/5/2015 (Mandatory in NH) E.L.DISEASE-EA EMPLOYE' $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below I I E.L.DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Chapel Hill/Orange County Visitors Bureau ACCORDANCE WITH THE POLICY PROVISIONS. 501 W. Franklin Street Chapel Hill 27516 AUTHORIZED REPRESENTATIVE Charline Gryder/CG ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025 oninn.m m The Arnpin name and Innn arc reniefererl mnrlcc of Arnpin