HomeMy WebLinkAboutAgenda - 06-02-2015 - 6eORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: June 2, 2015
Action Agenda
Item No. 6 -e
1
SUBJECT: Professional Services Agreement - Website Consulting, Content Management
Solutions and Customer Relations Management with Simpleview, LLC
DEPARTMENT: Economic Development/ PUBLIC HEARING: (Y /N) No
Visitors Bureau
ATTACHMENT(S): INFORMATION CONTACT:
Services Agreement with Exhibit Laurie Paolicelli, 245 -4322
PURPOSE: To approve a professional services agreement with Simpleview, a national Visitors
Bureau website developer currently also being used by the Raleigh and Durham Visitors
Bureaus, for the development of a new state -of- the -art travel website that will allow the Orange
County Visitors Bureau to bundle multiple on -line services being managed by several vendors
into a comprehensive website that maximizes spending by visitors.
BACKGROUND: The internet continues to revolutionize how travelers make their purchasing
decisions. The new Orange County tourism website will allow for one -click hotel bookings,
easier display of travel packages that promote area weddings, local conference facilities from
the Friday Center to the Whitted Building and walkable tours and also allows for greater
promotion of multiple municipalities, giving the Visitors Bureau a platform for "micro- sites ".
For the past five years, the Visitors Bureau's current web vendor has had to sub - contract the
"back -of- the - house" data platforms to other agencies. The new Simpleview Contract (used by
six Visitors Bureaus in North Carolina) keeps Orange County's travel industry fresh, navigable
and easier for the visitors to use and book local services, contributing to the County's economic
development goals. The firm requires a three year contract which has been vetted and
approved by the County Attorney's Office.
FINANCIAL IMPACT: The Visitors Bureau's current FY 2014 -15 Budget supports the initial fee
of $20,283. The three year contract total of $128,766 is supported through future occupancy tax
collections, which was reviewed and approved by the Attorney's Office. The Manager's
Recommended Budget for FY 2015 -16 includes appropriate funds for year one of the contract,
and future budgets in FY 2016 -17 and FY 2017 -18 will include appropriate funds as well. The
Visitors Bureau's current annual operating budget is $1.4 million.
RECOMMENDATION(S): The Manager recommends that the Board approve the proposed
agreement and authorize the Manager to sign the agreement and any future amendments.
[Departmental Use Only]
TITLE Simpleview Web
FY 2015
NORTH CAROLINA
SERVICES AGREEMENT OVER $90,000.00
NO REIMBURSABLE EXPENSES
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement "), made and entered into this day of
June, 2015, ( "Effective Date ") by and between Orange County, North Carolina a body politic
and corporate of the State of North Carolina (hereinafter, the "County ") and Simpleview, LLC,
(hereinafter, the "Provider ").
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Services Agreement ( "Agreement ") is for professional services to be
rendered by Provider to County with respect to (insert type of project): Website
consulting, content management solutions and customer relations management
ii) By executing this Agreement, the 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.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
Revised 10/14 1
K
performance of these services. Provider is solely responsible for the professional
quality, accuracy and timely completion and /or submission of all work related to
the Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns 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.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) Provider agrees that Provider, its employees, agents and its subcontractors, if any,
shall be required to comply with all federal, state and local antidiscrimination
laws, regulations and policies that relate to the performance of Provider's services
under this Agreement.
vi) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it and /or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
3. Basic Services
a. Basic Services.
i) The Provider shall perform as Basic Services the work and services described
herein and as specified in Exhibit 1 attached hereto. In the event a term or
condition in Exhibit 1 conflicts with a term or condition of this Agreement the
term or condition in this Agreement shall control. Should such conflict arise the
priority of documents shall be as follows: This Agreement then Exhibit 1.
ii) To the extent practical the Basic Services will be performed by the Provider in
accordance with the following schedule: (Insert task list and milestone dates)
Task Milestone Date
1. Initial consultation, research & strategy of brand June 2015
2. Responsive Design site map consultation July /August 2015
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3. Creative brief
4. RD creative strategy & design develop.
5. Design implementation & execution
6. Content migration and page creation
7. Training
8. Site transition, Google analytics configuration
9. QA Testing for usability
10. Launch, hosting and support
M
August 2015
August /September 2015
September 2015
September /October 2015
October/November 2015
November /Dec. 2015
December 2015
December 2015 /January 2016
iii) County will work with Provider to ensure Provider has all information necessary
to complete these tasks in a timely manner.
4. Duration of Services
a. Term. The term of this Agreement shall be from the date first above recorded and shall
continue for a term of three years. Upon mutual agreement the parties hereto may renew
this Agreement for one additional three -year term.
b. Scheduling of Services
i) The Provider shall schedule and perform its activities in a timely manner so as to
meet the Milestone Dates listed in Section 3.
ii) Should the County determine that the Provider is behind schedule for reasons
within the sole and exclusive control of the Provider, it may require the Provider
to expedite and accelerate its efforts, including providing additional resources and
working overtime, as necessary, to perform its services in accordance with the
approved project schedule at no additional cost to the County.
iii) The Commencement Date for the Provider's Basic Services shall be upon signing
of contract and payment of deposit.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement
and as shown and described in Exhibit 1. The maximum amount payable for Basic
Services is One Hundred Twenty -eight Thousand Seven Hundred Sixty -six Dollars
($128,766). In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute. Payment for Basic Services shall become due and
payable in direct proportion to satisfactory services performed and work accomplished.
b. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
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a. Cooperation and Coordination. The County has designated (Laurie Paolicelli) to act as
the County's representative with respect to the Project and shall have the authority to
render decisions within guidelines established by the County Manager and /or the County
Board of Commissioners and shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
7. Insurance
a. General Requirements. 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
htip:// orangecountync .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.
8. Indemnity
a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County
from all loss, liability, claims or expense, including attorney's fees, arising out of or
related to the Project and arising from bodily injury including death or property damage
to any person or persons caused in whole or in part by the negligence or misconduct of
the Provider except to the extent same are caused by the negligence or willful
misconduct of the County. It is the intent of this provision to require the Provider to
indemnify the County to the fullest extent permitted under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
10. Termination
a. Termination for Cause by the County. This Agreement may be terminated for cause by
the County with ten (10) days prior written notice to the Provider.
b. Other Termination. The Provider may terminate this Agreement for cause based upon
the County's material breach of this Agreement; provided, the County has not taken
reasonable actions to remedy the breach. The Provider shall give the County ten (10)
days prior written notice of its intent to terminate this Agreement for cause.
c. Compensation After Termination.
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i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii) Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a
waiver of any other required compliance with this Agreement.
11. Additional Provisions
a. 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.
b. 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.
c. Compliance with Laws. 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.
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. 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.
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.
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g. Ownership of Work Product. Should Provider's performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County. For purposes of this
section Work Product does not include Simpleview, LLC's CMS and CRM software
platforms.
h. 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. It is expressly agreed that County
shall not activate this non - appropriation provision for its convenience or to circumvent
the requirements of this Agreement, but only as an emergency fiscal measure during a
substantial fiscal crisis.
In the event of a change in the County's statutory authority, mandate and /or mandated
functions, by state and /or federal legislative or regulatory action, which adversely affects
County's authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County's legal authority.
Signatures. 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.
j. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County
Attention: Laurie Paolicelli
P.O. Box 8181
Hillsborough, NC 27278
[SIGNATURE PAGE TO FOLLOW]
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Provider's Name & Address
Simpleview, LLC
7458 N. La Cholla Blvd. 100
Tucson, AZ 85741
IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder
set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY:
Bonnie Hammersley, County Manager
Revised 10/14
PROVIDER:
an
Scott Meredith, Vice President
Simpleview, LLC
EXHIBIT 1 g
WEB SITE CONSULTING, CONTENT MANAGEMENT SOLUTIONS AND CUSTOMER
RELATIONSHIP MANAGEMENT AGREEMENT
This AGREEMENT (the "Agreement ") is made and entered into as of the 18th day of March, 2015 (the
"Effective Date "), by and between Simpleview, LLC, with offices at 7458 N. La Cholla Blvd., Suite 100,
Tucson, Arizona, 85741 ("Simpleview") and the Chapel Hill and Orange County Visitors Bureau, located
at 501 West Franklin Street, Chapel Hill, NC 27516 ("Client").
RECITALS
A. WHEREAS, Simpleview offers certain consulting, development and hosting services and web-
based applications for use on the World Wide Web, including a customer relationship
management application ( "CRM ") and a content management system application ( "CMS "),
B. WHEREAS, Client desires that Simpleview develop and host a Client Web site (the "Site ") that
utilizes the CMS, provide and implement the design for the Site, implement CRM, and provide
certain other services and applications useful in the design, programming, and maintenance
of the Site,
C. WHEREAS, Client desires to engage Simpleview, and Simpleview desires to be engaged by
Client, to provide Internet services and products on the terms and subject to the conditions
set forth below,
NOW THEREFORE, in consideration of the mutual promises set forth herein, Simpleview and
Client (collectively, the "Parties ") hereby agree as follows:
1. Simpleview Services
Simpleview agrees to provide design, programming and hosting of the CMS and /or CRM on the
World Wide Web as set forth or described in Exhibit A hereto (the " Services ") and to provide Client with
additional services, if any, set forth or described in Exhibit B hereto (the "Additional Services "), which
exhibits may be amended from time to time by mutual written agreement of the Parties. Obligations of
Simpleview, if any, to provide ongoing maintenance tasks for the CMS and /or CRM shall be set forth
and included as part of Additional Services on Exhibit B hereto ( "Maintenance ") (the Services and the
Additional Services are hereinafter referred to collectively as the "Services "). Client agrees that
Simpleview is responsible only for providing the Services specifically set forth in Exhibit A and Exhibit B
hereto.
2. Web Site Development and Hosting
2.1 Delivery of Client Content
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Client Content" shall mean any materials provided by Client for incorporation into the CMS
and /or CRM, including, but not limited to, any images, photographs, illustrations, graphics, audio clips,
video clips or text. Client shall deliver the Client Content to Simpieview in an electronic file format
specified and accessible by Simpieview (e.g., .txt, .gif) or as otherwise specified in Exhibit A. Any services
required to convert or input Client Content not set forth in Exhibit A as Services shall be charged as
Additional Services. Client shall promptly deliver all Client Content to Simpieview as required by
Simpieview.
2.2 Work Orders
If Client wishes to implement upgrades or revisions to the CMS and /or CRM that differ materially
from the Services in Exhibits A and 3, Client shall submit to Simpieview a written change order
containing (i) such revisions in detail and (ii) a request for a price quote for such change (collectively, the
"Change Order "). Simpieview shall promptly evaluate the Change Order and submit to Client for its
written acceptance a proposal for undertaking the applicable tasks and a price quote reflecting all
associated fees associated with Client's Change Order. Client shall have ten (10) business days from
receipt of such proposal to accept or reject Simpieview's proposal in writing. If Client accepts
Simpieview's proposal to undertake the work necessitated by the Change Order, then the Change
Order, as supplemented and /or modified by Simpieview's proposal, shall amend and become a part of
Exhibit A and Exhibit C hereto (Fee Schedule). Routine updates and "fixes" shall be performed according
to the Fee Schedule in Exhibit C.
2.3 Hosting
2.3.1 System Availability. Simpieview warrants at least 99.9% System Availability during each calendar
month. "System Availability" means the percentage of total time during which the CMS and /or CRM is
fully accessible at standard Server Response and Time and Throughput Capacity, excluding Scheduled
Maintenance and Emergency Maintenance and any loss or interruption due to causes beyond the
control of Simpieview. "Emergency Maintenance" means downtime of the CMS and /or CRM due to the
application of urgent patches or fixes, or other urgent maintenance, recommended by Simpieview
vendors to be applied as soon as possible, that is performed outside of Scheduled Downtime hours.
"Scheduled Maintenance" means downtime of the CMS and /or CRM during preset, scheduled
maintenance windows. Scheduled Maintenance typically is performed during off -peak hours which are
defined as between 6 P.M. and 3 A.M. MST Standard Time. Simpieview will provide Client with notice of
any scheduled maintenance at a minimum of 24 hours prior to the scheduled outage and will endeavor
to schedule maintenance after 9 P.M. Eastern Standard Time. Times for Scheduled Maintenance may be
changed with reasonable prior written notice to Client (which may be via email).
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EXHIBIT 1 11
Should Simpieview fail to achieve 99.9% System Availability in any calendar months, Client shall receive
a prorated credit towards future services. The credit shall be calculated by taking the difference
between 99.9% and the actual percent of System Availability and multiplying by the monthly calculated
licensing fee for the specific application affected (excluding annual licensing fees from third party
providers like Distribion).
Should Simpieview fail to achieve 99.9 % System Availability in each of two consecutive calendar
months, Client shall have the right to terminate this Agreement for cause (and without having to give
Simpieview any cure period), in which case Simpieview will refund to Client any prepaid fees for the
remainder of the Term after the date of termination. Claims under this service level warranty must be
made in good faith and by submitting a support case within 20 business days after the end of the
relevant period.
2.3.2 Disaster Recovery. Simpieview shall maintain a disaster recovery plan (a "DRP ") for all
technology required to provide the Services, together with the capacity to execute the DRP. The DRP
shall, at a minimum, require mirror servers or ability to connect Client's servers via multiple Internet
Service Providers (ISPs). Upon request by Client, Simpieview shall provide Client with an executive
summary of Simpieview's then - current version of the DRP. Simpieview shall perform disaster recovery
tests at least annually. Simpieview shall provide Client a written description of all DRP test results in
sufficient detail to allow Client to assess the success of each test.
2.3.3 Security. Simpieview shall provide all reasonable physical, anti -virus and password related
security for the Simpieview system and /or services, and will make all reasonable security procedures
available to protect Client Data from unauthorized access. Simpieview shall have and adhere to
commercially reasonable written information security guidelines for maintaining security controls which
guidelines include without limitation, physical, administrative and technological controls. Simpieview
shall act proactively in preventing security breaches and laying out a process for fixing known security
breaches once identified. Simpieview shall notify Client when security breaches or security holes are
identified.
2.3.4 Backup Procedures. Data will be backed up on at least a daily basis. In the event that a data
restore is required as a result of equipment failure, Simpieview will bear the costs of such restore. Client
may request a back -up of data at any time.
3. Service Fees
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Client shall pay the fees set forth in the Fee Schedule in Exhibit C. Simpieview expressly reserves
the right to change the rates charged hereunder for the Services during any Renewal Term, provided,
however, that the annual increase for any fee shall not exceed ten percent (10 %) of the fee paid during
the immediately preceding 12 -month term. Client shall pay to Simpieview all fees within thirty (30) days
of the date of the applicable Simpieview invoice.
4. Proprietary Rights
4.1 Proprietary Rights of Client
Client Content, Client Data and User Information shall remain the sole and exclusive property of
Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other
proprietary rights. Nothing in this Agreement shall be construed to grant Simpieview any ownership right
in the Web site, Client Content, Client Data or User Information.
Client Data" means all data and information about Client's businesses, customers (current, former
or prospective), employees, operations, facilities, products, markets, assets or finances that Simpieview
obtains, creates, generates, collects or processes in connection with this Agreement, and all intellectual
property rights in that data and information. Simpieview shall provide Client with copies of the server
logs applicable to its web site and reports derived from the server logs at no additional cost.
"User Information" means all information about users, and Client members and personnel and
Internet browsers (whether or not users), that Client provides to Simpieview hereunder, or that
Simpieview otherwise collects, compiles, creates or stores in connection with the access and use of
CRM and, including without limitation (i) name, address, email address, password information, account
numbers, financial information, demographic data, marketing data, credit data, any other identification
data, (ii) any other user data submitted in the course of the access or use of the CRM any Web Site
Service, and (iii) any information about an identifiable individual that constitutes "personal information"
under applicable law. Simpieview shall provide Client with copies of the server logs applicable to its web
site and reports derived from the server logs at no additional cost.
On Client's written request or upon termination of this Agreement for any reason, Simpieview will
promptly and at no additional cost to Client return or destroy all originals and copies of all documents
and materials containing Client Content, Client Data and User Information including reports derived
from the server logs.
4.2 Proprietary Rights of Simpieview
Subject to Client's ownership interest in Client Content, Client Data and User Information, and
further subject to Section 1.2 of this Agreement, all materials, including, but not limited, to any computer
software (in object code and source code form), script, programming code, data, information or HTML
script developed or provided by Simpieview or its suppliers under this Agreement (with the exception of
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EXHIBIT 1 13
original elements of audiovisual displays created hereunder specifically for Client, which shall be
deemed to be part of Client Content), and any trade secrets, know -how, methodologies and processes
related to Simpieview's products or services, shall remain the sole and exclusive property of Simpieview
or its suppliers, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any
other proprietary rights inherent therein and appurtenant thereto (collectively "Simpieview Materials ").
Client acknowledges and agrees that Simpieview is in the business of designing and hosting Web sites,
and that Simpieview shall have the right to provide to third parties services which are the same or similar
to the Services, and to use or otherwise exploit any Simpieview Materials in providing such services.
4.3 Simpieview Notices
Unless otherwise agreed to in writing by the Parties, Simpieview shall have the right to place
proprietary notices of Simpieview (including hypertext links related thereto) on the Simpieview Materials
and on the Site, including developer attribution and hypertext links to Simpieview's web sites, and to
change or update such notices from time to time upon notice to Client. The size and location of these
notices shall be subject to Client's approval, which approval shall not be unreasonably withheld. In no
event may Client remove or alter any Simpieview proprietary notice from the Simpieview Materials or
the Site without Simpieview's prior written consent. Simpieview may use the name of and identify Client
as a Simpieview client, in advertising, publicity, or similar materials distributed or displayed to prospective
clients.
5. License
5.1 Grant of License - Client
Client hereby grants to Simpieview a non - exclusive, worldwide, royalty free license for the Initial
Term and any Renewal Term (as those terms are hereinafter defined) to edit, modify, adapt, exhibit,
publish, transmit, perform, display, and otherwise use Client Content solely as necessary to render the
Services to Client under this Agreement.
5.2 Grant of License - Simpieview
Simpieview hereby grants to Client a limited, non - exclusive, nontransferable license solely for the
Initial Term and any Renewal Term (as those terms are hereinafter defined) to make use of Simpieview
Materials that are incorporated in the CMS and /or CRM and that are required for the operation of the
CMS and /or CRM. Client cannot use the Simpieview Materials for any other purpose, including selling,
copying or transferring any portions to third parties, or providing Web site development or hosting
services for others. Simpieview hereby reserves for itself all rights in and to the Simpieview Materials not
expressly granted to Client in the immediately foregoing sentence. In no event shall Client use any
trademarks or service marks of Simpieview without Simpieview's prior written consent.
6. Warranties
6.1 Simpieview Warranties
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Simpleview warrants: (i) that Simpleview has the right and authority to enter into and perform its
obligations under this Agreement, (ii) that Simpleview shall perform the Services in a professional and
workmanlike manner and (iii) none of the Simpleview Materials, any other materials used by Simpleview
or any actions of Simpleview in connection with the Services will infringe or violate any right of any third
pa rty.
6.2 Client Warranties
Client warrants that: (a) it has all authorization(s) necessary for hypertext links to third party Web
sites, and, and (b) that the Client Content does not infringe or violate any right of any third party. Client
shall provide all necessary Client Content, including database files, reports and other materials for
implementation of the CMS and /or CRM.
7. Indemnification
7.1 Indemnification by Client
Client agrees to indemnify, defend, and hold harmless Simpleview, its directors, officers,
employees and agents, and defend any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action
results in proof: (i) would constitute a breach of any of Client's warranties, hereunder, (ii) arises out of the
negligence or willful misconduct of Client, or (iii) any of the Client Content to be provided by Client
hereunder or other material on the CMS and /or CRM provided by Client infringes or violates any rights of
third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights,
trademarks, trade secrets and /or licenses.
7.2 Indemnification by Simpleview
Simpleview agrees to indemnify, defend, and hold harmless Client, its directors, officers,
employees and agents, and defend any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action
results in proof: (i) would constitute a breach of any of Simpleview's warranties hereunder, or (ii) arises
out of the negligence or willful misconduct of Simpleview; or (iii) Client's use of, or Simpleview's use of,
Simpleview Materials or any other materials used by Simpleview in connection with the Services, infringes
or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy,
patents, copyrights, trademarks, trade secrets and /or licenses
8. Warranty Disclaimer and Limitation of Liability
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6, Simpleview MAKES NO
WARRANTIES HEREUNDER, AND Simpleview EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, AND
WARRANTIES AGAINST INFRINGEMENT.
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EXCEPT FOR A CLAIM FOR INDEMNIFICATION UNDER SECTION 7, THE TOTAL LIABILITY OF
Simpleview HEREUNDER FOR ANY SERVICES NOT PROPERLY PERFORMED (INCLUDING ANY
LIABILITY FOR NEGLIGENCE) SHALL BE LIMITED TO (a) PERFORMING THOSE SERVICES CORRECTLY,
OR (b) IF SUCH PERFORMANCE IS IMPOSSIBLE, TO THE AMOUNT'S PAID TO Simpleview FOR THE
SERVICES THAT WERE IMPROPERLY PERFORMED. IN NO EVENT SHALL Simpleview OR CLIENT BE
LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR
REVENUES OF ANY KIND OR INCREASED COST OF OPERATIONS, EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Term and Termination
This Agreement shall be effective when signed by the Parties and thereafter shall remain in effect
for three (3) years, unless earlier terminated as otherwise provided in this Agreement (the "Initial Term ").
At the end of the Initial Term this Agreement shall renewal for additional terms of three (3) years unless
Client provides sixty (60) days written notice of cancellation for each subsequent renewal term.
Either party may terminate this Agreement if the other party breaches any of its representations,
warranties or material obligations under this Agreement, and such breach is not cured within thirty (30)
days of receipt of written notice specifying the breach.
10. Confidentiality
Each party agrees that during the course of this Agreement, information that is identified as
confidential or proprietary may be disclosed to the other party, including, but not limited to software,
technical processes and formulas, source codes, product designs, sales, cost and other unpublished
financial information, product and business plans, advertising revenues, usage rates, advertising
relationships, projections, and marketing data ( "Confidential Information "). The obligations with respect
to any particular portion of Confidential Information shall terminate or shall not attach, as the case may
be, when receiving party can demonstrate such information (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other than the receiving party, (b) was
known to the receiving party as of the time of its disclosure, (c) is independently developed by
individuals of the receiving party without access to the Confidential Information, or (d) is subsequently
learned from a third party not under a confidentiality obligation to the providing party. Except as
provided for in this Agreement, each party shall not make any disclosure of the Confidential Information
to anyone other than its employees who have a need to know in connection with this Agreement. Each
party shall notify its employees of their confidentiality obligations with respect to the Confidential
Information and shall require its employees to comply with these obligations. The confidentiality
obligations of each party and its employees shall survive the expiration or termination of this Agreement.
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EXHIBIT 1
16
Each of the Parties shall use at least those precautions to protect such information and other
property that it uses to protect its own information and other property, in no event less than those
precautions generally required by industry standards.
Client shall not use any Simpleview Materials to compete with Simpleview or in any way that
would diminish Simpleview's rights therein.
11. Miscellaneous
11.1 Entire Agreement
This Agreement and attached Exhibits constitute the entire agreement between Client and
Simpleview with respect to the subject matter hereof and there are no representations, understandings
or agreements which are not fully expressed in this Agreement. No amendment, change, waiver, or
discharge hereof shall be valid unless in writing and signed by the party against which such amendment,
change, waiver, or discharge is sought to be enforced.
11.2 Governing Law
This Agreement shall be construed in accordance with the laws of the State of Arizona. Exclusive
jurisdiction shall rest in Arizona, with venue in Tucson, Arizona for any dispute concerning
interpretation, breach of or enforcement of this Agreement.
11.3 Independent Contractors
The Parties agree that Simpleview and its personnel, in performance of this Agreement, are acting
as independent contractors and that this Agreement shall not create any agency between the Parties.
11.4 Alternative Dispute Resolution
In the event of any dispute or claim arising under or related to this Agreement, the parties shall
use their best efforts to settle such dispute or claim through good faith negotiations with each other. If
such dispute or claim is not settled through negotiations within 30 days after the earliest date on which
one party notifies the other party in writing of its desire to attempt to resolve such dispute or claim
through negotiations, then the parties agree to attempt in good faith to settle such dispute or claim by
mediation conducted under the auspices of an established and neutral mediation service selected by
the parties. Such mediation shall be conducted within 60 days following either party's written request
therefore. If such dispute or claim is not settled through mediation, then either party may seek legal or
equitable remedies in a proceeding in a court of law.
11.5 Force Majeure
Neither party shall be liable for delays or failure in performance thereunder caused by acts of God,
war, strike, riot, labor dispute, work stoppage, fire, judicial or governmental action, or any other cause,
whether similar or dissimilar, beyond reasonable control of that party. Notwithstanding the
aforementioned, it is understood that Simpleview shall have the responsibility to perform its services in a
commercially reasonable manner to safeguard Client's Internet and web hosting, including data, from
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EXHIBIT 1
17
damages, disruption and loss caused by acts of God, war, strike, riot, labor dispute, work stoppage, fire,
judicial or governmental action, or any other cause.
11.6 Waiver
The waiver or failure of either party to exercise any right in any respect provided for herein shall
not be deemed a waiver of any further right hereunder.
11.7 Severability
If any provision of this Agreement is determined to be invalid under any applicable statute or rule
of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain
enforceable.
11.8 Taxes
In the event that a city, state, or federal government agency other levies taxes on the work
specific to the project or projects outlined in this agreement, Client will bear the responsibility of paying
the taxes either directly, or indirectly through invoices marked up for tax inclusion.
11.9 Survival
All provisions of this Agreement relating to warranties, confidentiality, non - disclosure, proprietary
rights, limitation of liability, indemnification obligations and payment obligations shall survive the
termination or expiration of this Agreement.
Page 19
EXHIBIT I
ir.
IN WITNESS WHEREOF, the Parties have caused this agreement to be executed by their
respective duly authorized officers on the date written below.
Authorized Signature
Simpleview, LLC
7458 N La Cholla Blvd., Suite 100
Tucson, AZ 85741
USA
By:
Its Vice President of Finance
Exhibits
A - Simpleview Services
B - Additional Services
C- Fee Schedule
Page 110
Date:
Authorized Signature
Chapel Hill & Orange Cnty VB
501 West Franklin Street
Chapel Hill, NC 27516
USA
By:
Its
Date:
EXHIBIT 1
EXHIBIT A
Simpleview SERVICES
19
CRM "Basic" Tier Pricing Details
Included/
One-Time
100 hours
Optional
Simpleview CRM Level 2 Licensing
Included
$6,000/
Simpleview CRM annual fee (includes hosting, updates, upgrades, and 10
Included
$2,400
hours of free support per ear) $1,200 flat + $1,200 /year per user x 1 user
Hourly Support
$125 /hour
Industry Partner Management Module
ncluded
Industry Partner Extranet
ncluded
Consumer /Visitor Inquires Module
ncluded
Inkind /Expense Tracking Components
ncluded
DMO Hosted Events Management Module (Partner Meetings, Luncheons,
Included
Tradeshows, Sales Missions, etc.)
Dashboards
ncluded
Standard Reports
ncluded
Report Builder
ncluded
Form Builder
ncluded
Hosting, Point Updates, Version Upgrades
ncluded
Data Migration (Partner listings, special offers and visitor inquiries data
ncluded
migration included)
Training - 16 hours included, conducted virtually via GoToMeeting or similar
ncluded
Project management and Client Portal Access Codes (Ticketing System,
Included
Knowledgebase, Webinars, Users Forum)
• +
Recurring Annuat Costs -D
*As part of this agreement, Client is allotted 30 support hours, which can be used at any time over a
three -year term, at which point the hours will expire. Any overages during the contract term will be
billed at $125 /hour, or customer can purchase Additional Support Bundles at discounted rates and /or
upgrade to the next CRM support level.
Additional Support Bundles
Premium Bundle
$10,000/
Free Support and Bundles can be
100 hours
used at anytime within a given
contract term. Bundles
can be purchased at anytime
Discounted Bundle
$6,000/
50 hours
during an initial or renewal term,
but do not carry forward from
one three- year term to the next.
Hourly Support
$125 /hour
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EXHIBIT I
20
ONE -TIME FEES SUMMARY
RESEARCH, PLANNING, CREATIVE SERVICES, DESIGN EXECUTION
IMPLEMENTATION AND MIGRATION SERVICES
CONFIDENTIAL 15% DISCOUNT
Page 112
ONE -TIME
COSTS (USD)
$37,950
$9,775
- $7,159
ONE-TIME
IMPLEMENTATION AND MIGRATION SERVICES
FEES(USD)
Content Migration and Page Creation
Included
Training (via GoToMeeting)
Included
Site Transition SEO Program (301 redirects, XML sitemap, friendly 404 page,
search engine submissions, etc)
Included
Google Analytics Configuration
Included
QA Testing
Included
Access to Client Portal (Ticketing System, Documentation, Webinar Library,
User Forum, etc.)
Included
SUBTOTAL
ONE -TIME FEES SUMMARY
RESEARCH, PLANNING, CREATIVE SERVICES, DESIGN EXECUTION
IMPLEMENTATION AND MIGRATION SERVICES
CONFIDENTIAL 15% DISCOUNT
Page 112
ONE -TIME
COSTS (USD)
$37,950
$9,775
- $7,159
EXHIBIT 1
21
SIMPLEVIEW CMS LICENSING, CORE MODULES, HOSTING, SUPPORT
Simpleview CMS Navigation & Content Management System
ANNUAL
LICENSING
FEES(USD)
Included
Member /Partner Listings Module (integrated with Simpleview CRM)
Included
Calendar of Events Module
Included
Google Maps Integration with Listings and Events Calendar (includes Map
Explorer with "What's Nearby" proximity search)
Included
Visitor Inquiry forms (integrated with Simpleview CRM form builder)
ncluded
Fast -Track RFP 0-frame)
ncluded
Special Offers, Packages, Coupons Module
Included
Booking Engine Integration (ARES, Jackrabbit Book Direct, Priceline, Regatta,
Orbitz, or other)
Included
Press Center (Press Releases, Articles, Story Ideas, Etc.)
Included
Advanced Site Search with tracking
ncluded
Microsite building capability
ncluded
Homepage Slideshow and Interior Header Image Management
Included
Landing Pages, Vanity URLs and Meta Tag Management
ncluded
RSS Feeds
ncluded
Social Media Content Feed Integration (widgets for Facebook, Twitter, Pinterest
and YouTube)
Included
"Add This" Social Sharing integration (Twitter, Facebook, StumbleUpon,
Delicious, Tumblr, Pinterest, Etc.)
Included
Facebook "Like" buttons for site pages
ncluded
Weather Feed Integration
ncluded
CMS Media Asset Management Library (central repository for images, videos,
audio, documents)
Included
Print /email pages
ncluded
Responsive Geo Triggers
ncluded
Edgecast Caching (CDN / Content Delivery Network)
ncluded
Advanced Admin Access (CSS, Template & Javascript Code Overwrite
Capabilities)
ANNUAL SUBTOTAL
I Included
iii
ANNUAL FEES SUMMARY
Page 113
COST PER
YEAR (USD)
EXHIBIT 1
SIMPLEVIEW CMS & CORE MODULES
HOSTING, POINT UPDATES, VERSION UPGRADES
SIMPLE SUPPORT 5 PLAN (60 HOURS OF SUPPORT
$21,000
INCLUDED
$6,000
22
As of July 1, 2013, our hourly fee for routine fixes and maintenance of the Web Site is $125 per hour.
Upon launch of the live site, Client will have thirty (30) days to review the site and provide a written
change list to Simpleview for minor modifications within the scope of the original proposal. Any
modifications requested after the 30 day period will be billed as part of the simpleSupport plan.
simpleSupport Plan - 5
Total Hours per Month
5.00
These calls are run by our Business Development
Quarterly Strategic Planning Call
Included
Team, may include several members of our staff,
and are not counted against your allotment of
support hours.
On site: $2,000 per day if desired. Two day
minimum; travel expenses are the responsibility of
Onsite Consulting Days
TBD
the customer.
At Simpleview: $1,000 per day. No minimum; travel
expenses are the responsibility of the customer.
Access to Ticketing System
Included
Access to User Forum
Included
Page 114
EXHIBIT I
EXHIBIT B
ADDITIONAL SERVICES
No Additional Services as of March 18, 2015
Page 115
23
EXHIBIT 1
EXHIBIT C
FEE SCHEDULE
24
Page 116
Initial Portion of One -time Fees as a Project Deposit Due Upon Contract Execution
$20,283
Remaining Portion of One -time CMS Fees and Initial Quarterly CMS Licensing Fees Due
$27,033
Upon Approval of Design
Quarterly CMS Licensing Fees Due at the Beginning of Each Subsequent Quarter During
$6,750 /Quarter
the Term of Agreement
Annual CRM Licensing Fees Due Upon Launch of the Live CRM
$2,400
Annual CRM Licensing Fees Due at the Beginning of Each Subsequent Anniversary Date of
$2,400 /Year
Launch of the Live CRM During the Term of Agreement
Page 116