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Home My WebLink About2015-185-E Arts - Tomatillo Design OCAC Website Design DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 [Departmental Use Only] TITLE OCAC Custom Website FY 15 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 27th day of March, 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 first part; and Tomatillo Design (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: design and develop a new WordPress website, build Arts Directory features, provide in-depth WordPress training, and perform maintenance for one year for Orange County Arts Commission, as provided in Exhibit A Scope of Services and Exhibit B Website Proposal, which are attached and incorporated by reference. The term of this agreement rendered shall be from April 13,2015 to June 30,2015. 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 six thousand one hundred dollars, ($6,100). 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 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. Revised 10/14 1 DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 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 ecoup nc,gov/purchasin/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (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:aw_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 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 Rinds. [SIGNATURE PAGE TO FOLLOW] Revised 10/14 2 DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER DocuSigned by: DocuSigned by: By: 66VULU't, fkMmtys t By: t,u.visfbr t,V u- b tys LMMOAamger 760D4DCBBACD41E... 200 S. Cameron St. P.O. BOX 8181 Hillsborough,NC 27278 Revised 10/14 3 DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 EXHIBIT A SCOPE OF SERVICES Tomatillo Design will always work hard to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what and what happens if things goes wrong. In this eentract yeu wen' t find Eengplicated legal terms er large pas uage is simple, U Orange County ^ � ( +^'�'^", "^�"""^�' +^ ��yetkCounty" ) are ° hiring Tomatillo Design located in Durham, NC, to build a new website for the total price of $6,100. CountyY-eu agrees to the following: Yeti-will ?provide Tomatillo Design with everything needed to complete the project, including text, images and other information at the time and in the format requested by Tomatillo Design. Yet will (Review Tomatillo Design's work, provide feedback and sign-off approval in a timely manner, too. Y-e-a Gguarantee to Tomatillo Design that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide Tomatillo Design for inclusion in the website are either owned by you, or that you have permission to use them. Yea will Mfake all payments according to the following schedule: o $6,100 Tomatillo Design fee due before launching new site by June 30, 2015 o $6,100 TOTAL Tomatillo Design agrees to do the following: DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 • Design and develop a new WordPress website as described in the Revised Project Proposal document (March 26, 2015) • Build Artist Directory features as described in the Revised Project Proposal document (March 26, 2015) • Provide in-depth WordPress training as described in the Revised Project Proposal document (March 26, 2015) • Perform maintenance for one year as described in the Revised Project Proposal document (March 26, 2015) TERMINATION the unlil(* event that yeu aFe still not satisfied afteF Fevisiens aFe fflade, r r COPYRIGHT When Tomatillo Design receives your final payment, copyright is automatically assigned as follows: • You own the graphics and other visual elements that we create for you for this project. DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 • Tomatillo Design will give you a copy of all files and you should store them safely as Tomatillo Design is not required to keep them or provide any native source files that Tomatillo Design used in making them. • You also own text content, photographs and other data you provided, unless someone else owns them. Tomatillo Design owns the XHTML markup, CSS and other code and Tomatillo Design licenses it to you for use on only this project. nTCri ATK J .,.,,ts, lest savings er other incidental, EenS--,"en4LIUI _'I OV we. pages, even if yeu have -advised Ternatille Design ef ,-s ef surch U U_F1 I U J. VC unenferceable, then -116-11-lat pFeV;SieR shall be deerned severable ftern this On if of the Euste111 r: Dat&. u� nn-,FE 3n 20 c DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 March 26, 2015 EXHIBIT B OPOSAL `E W S I'm delighted to have the opportunity to submit a proposal to the Orange County Arts Commission. When you partner with Tomatillo Design on a , website,you'll get a beautiful new website and plenty of training and ongoing support to make sure it's a long-term success. ***REVISED March 26,2015 *** Here's what your new website will include: ORANGE COUNTY ARTS COMMISSION • Beautiful,clean,warm,readable design that works across mobile,tablet and desktop devices • Customized content areas for photo galleries,videos and stories • Search Engine Optimization(SEO)to help the website appear in search results • Social media share buttons embedded on posts,making it easy for visitors to share to their social networks • Contact form with customizable fields • Integrate Google Analytics into WordPress for at-a-glance statistics as well as detailed analysis about how the site is working over time Website Cost: $3,500 • Interactive, searchable artist directory,which artists can update themselves with minimal moderation by the organization(see example here: www.chathamartscouncil.or directory) • NOTE: Includes the functionality but it would be OCAC's responsibility to copy existing database content into the new WordPress artist directory.This may be an intensive manual process. Artist Directory Cost: $1,500 Tomatillo Design-Amazing,Affordable Websites for Nonprofits DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 March 26, 2015 • Up to two two-hour in-person WordPress training sessions • Video and written library of WordPress reference materials that explain how to do common tasks,available 24/7/365 Training Cost: $500 • Premium website hosting for one year • Routine WordPress+plugin software updates for one year • One year of availability to answer questions and troubleshoot issues • Daily full site backups for one year in case something goes wrong Yearly Maintenance Cost: $600(renewable annually) TOTAL: $6,100 Timeline: Work to start immediately,with a new site launched by June 30,2015.Questions,comments,concerns? Let's talk. Thanks again for the opportunity, Chris Liu-Beers,Tomatillo Design chris a,tomatillodesi ng com 40V 180 (References North Carolina Council of Churches I www.ncchurches.org Aleta Payne,Deputy Executive Director I aleta @ncchurches.org 919.828.6501 Q:How has your new website changed the way you and your staff do your work? A: Our new website is super easy to maintain,so we've been able to have more staff participate in that work.We have multiple levels of access, depending on each staffer's role,so information can be posted more quickly and easily and even significant changes can be put in place without waiting for a single"doorkeeper"to handle them as we have two or three people who can handle that level of site work.We avoid information bottlenecks because more than one person can post blogs,events,but we are also able to maintain site security. Read more:www.tomatillodesign.com/nc-council-churches Tomatillo Design-Amazing,Affordable Websites for Nonprofits DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 March 26, 2015 Chatham Arts Council I www.chathamartscouncil.or Cheryl Chamblee,Executive Director I cheryl @chathamartscouncil.org 919-542-0394 Q:Do you have any other comments about the process of worldng with Chris at Tomatillo Design? A: Chris is incredibly responsive,generous of spirit,and knowledgeable. I appreciated all those things,but the two things I appreciated the most: 1)He had a clear process and guided us through it,with honest feedback about what it would take to meet our deadline.2)He has first-hand knowledge of the importance of a strong focus and clearing the clutter on an organization's website—and the importance of creating a website that does as much work as possible for an organization that's already stretched in time and resources.Hugely valuable and rare. Read more:www.tomatillodesign.com/chatham-arts-council Tomatillo Design-Amazing,Affordable Websites for Nonprofits DocuSign Envelope ID: D3A34EE2-C6BF-4507-98CF-C34B773F48D6 / ® DATE(MM/DD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE 03/31/2015 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 NAME: HISCOX Inc. PHCN o E . (888)202-3007 ac No: 520 Madison Avenue a ooRlEss: contact @hiscox.com 32nd Floor INSURER(S)AFFORDING COVERAGE NAIC# New York,NY 10022 INSURERA: Hiscox Insurance Company Inc 10200 INSURED INSURER B: Tomatillo Design LLC INSURERC: PO Box 51852 INSURER D: INSURER E: Durham NC 27717 1 INSURER 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. ILTR ADD SUBR POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE POLICYNUMBER MWDD MM/DD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE I OCCUR PREM SES(Ea RENTED occurrence) $ 100,000 MED EXP Any one person) $ 5,000 A Y UDC-1561781-CGL-15 03/30/2015 03/30/2016 PERSONAL B ACV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X JECT POLICY❑PRO-- LOC PRODUCTS-COMP/OPAGG $ S/T Gen.Ag . OTHER: $ AUTOMOBILE LIABILITY Ee aacelNdentSINGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS _ NON-OWNED PPReOPPER DAMAGE $ HIREDAUTOS AUTOS UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION ER AND EMPLOYERS'LIABILITY STATUTE ANYPROPRIETOR/PARTNERIEXECUTIVE Y]NIA E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-FA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability Y UDC-1561781-EO-15 03/30/2015 03/30/2016 Each Claim: $1,000,000 Aggregate: $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Orange County NC P.O.Box 8181 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Hillsborough,NC 27278 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD