HomeMy WebLinkAbout2017-249-E VB - JackRabbit Systems, Inc. to provide lodging search engine, facebook app and TrustYou reviews DocuSign Envelope ID:F9OFBEF9-343D-47DB-81 B9-61529EC2D639
[Departmental Use Only]
TITLE
FY
ORANGE COUNTY
CONTRACT UNDER $15,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 1st day of July, 2017, ("Effective Date") by and
between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the
"County"),party of the first part; and JackRabbit Systems (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: Services to be provided are as reflected in Exhibit 1
The term of this agreement rendered shall be from July 1, 2017 to June 30,2018.
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 Ten
Thousand and Four Hundred and Ten Dollars, ($10,410.00). 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.
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 County'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
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DocuSign Envelope ID:F9OFBEF9-343D-47DB-81 B9-61529EC2D639
http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County'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 County'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, its agents, or assigns directly or indirectly related to the Services to be performed
pursuant to this Agreement 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. County may suspend this Agreement upon
reasonable 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 consent of the Parties to utilize electronic signatures and the intent of
the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66.
8. Priority: In determining the basic services to be provided, should any documents be
referenced in or attached to this Agreement, the terms of this Agreement 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. 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 state and federal anti-discrimination laws,
policies,rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living
Wage Policy (each policy is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing division/contracts.php.). Any violation of this
requirement is a breach of this Agreement and County may immediately terminate this Agreement without
further obligation on the part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and
shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By
executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the
services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58.
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 funds.
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[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID:F9OFBEF9-343D-47DB-81 B9-61529EC2D639
IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of
the day first written above.
ORANGE COUNTY PROVIDER
,----DocuSigned by: 1 r----DocuSigned by:
By: 11�j��Ot/U�lg�,,t,,�tt, tkevAkMwtt,V'St u1 By: -- tM
Cottl'c 7Y"VIu gzrr Title.'"'-D�87A479C66F437...
200 S. Cameron St. Tom Rickert, Executive Vice-President
P.O. Box 8181 466 W. San Francisco St.
Hillsborough,NC 27278 Santa Fe,NM 87501
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Exhibit 1
Jack Ra v bit
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Host Website Agreement
1. JackRabbit Systems (JACKRABBIT) provides the Lodging Search Engine, Mobile Engine, Facebook App and
TrustYou Reviews (BOOK > DIRECT)that generate qualified referrals to lodging and activity partners.
2. Chapel Hill/Orange County Visitors Bureau maintains a consumer website, www.VisitChapelHill.org, mobile website
and Facebook Page (HOST WEBSITE). HOST assigns the following as the technical contact responsible for
implementing BOOK> DIRECT on HOST WEBSITE:
3.
Name Tina Fuller Phone (919) 2454325 Email tifuller @visitchapelhill.org
(Technical Contact)
4. HOST agrees to embed BOOK> DIRECT into HOST WEBSITE under the following Terms & Conditions as part of this
Agreement (AGREEMENT):
a. JACKRABBIT shall brand/design the BOOK > DIRECT search widget and results page template to match HOST
WEBSITE.
b. HOST shall embed BOOK > DIRECT on HOST WEBSITE's home page(s), accommodation page(s), and any
other page(s) agreed upon by JACKRABBIT and HOST.
c. JACKRABBIT shall receive design approval from HOST before providing code for HOST to embed BOOK >
DIRECT on HOST WEBSITE.
d. With the exception of pricing and availability, HOST shall be responsible for providing initial lodging and
attraction/events databases to JACKRABBIT to facilitate set up, and subsequently relevant data (e.g. images,
descriptive copy) for any updates to lodging and attraction/events listings that are necessary on behalf of
participating operators.
e: JACKRABBIT can provide HOST access to its pricing and availability API so that HOST can embed pricing
availability into its directory and other web pages where appropriate (optional). HOST shall only be allowed to
use data from the JACKRABBIT API in conjunction with embedding the BOOK > DIRECT search widget that
redirects to the BOOK> DIRECT search results page.
f. HOST shall pay a one-time set-up fee for the JACKRABBIT technology in the amount of$1,500. Payment will be
made to JACKRABBIT within 30 days of the date of the signed AGREEMENT.
g. Host shall pay a one-time connection/listing fee for the JACKRABBIT technology in the amount of$910. Payment
will be made to JACKRABBIT within 30 days of the date of the signed AGREEMENT.
h. HOST shall pay an annual license fee for the JACKRABBIT technology in the amount of$8,000. Payment will be
made to JACKRABBIT within 30 days of the date of the signed AGREEMENT.
i. JACKRABBIT shall provide HOST with access to online reports that summarize the number of searches and
referrals from visitors utilizing the BOOK> DIRECT on HOST WEBSITE.
j. HOST shall be responsible for notifying JACKRABBIT if a travel service provider that is listed on the BOOK>
DIRECT results page on the HOST WEBSITE has any change in its information including, but not limited to: a
change in brand, text descriptions, name, amenities, reservation engine provider, or business status.
k. JACKRABBIT shall own the data collected from the HOST WEBSITE specific to JACKRABBIT, which is gathered
for reports.
I. HOST shall refrain from entering into any additional agreements, and/or setting up any other services that would
compete with JACKRABBIT.
m. This AGREEMENT gives HOST license to use BOOK> DIRECT on the website(s) listed in Section 2a above.
This license excludes use of BOOK > DIRECT by HOST on websites not listed in Section 2a.
n. If, in the future, HOST redesigns HOST WEBSITE and would like JACKRABBIT to redesign the BOOKDIRECT
search widget and results pages to match the new, redesigned HOST WEBSITE, or if HOST would like
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DocuSign Envelope ID:F9OFBEF9-343D-47DB-81 B9-61529EC2D639
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JACKRABBIT to redesign their search widget in the future on existing HOST site, HOST will pay a one-time
design fee of$1,500.
o. HOST shall maintain confidentiality for a period of five (5) years from the date of disclosure of any formulae,
techniques, computer programs, devices, methods, know-how and/or business data relating to the JACKRABBIT
software.
p. The initial term of the AGREEMENT shall be for three (3) years commencing on the date the AGREEMENT is
signed, and shall automatically renew for additional terms (each an "Extension Term") of one (1)year on the first
day of the annual renewal date month unless terminated by either party upon written notice given not later than
sixty(60) days prior to the end of the initial or any Extension Term.
q. Either party shall have the right to terminate the AGREEMENT if the other party breaches or fails to perform any
of its material obligations hereunder which breach or failure has not been cured within thirty (30) days after receipt
of written notice of such breach from the non-breaching party.
r. Disclaimer of Warranty: Except as otherwise specifically set forth herein, JACKRABBIT makes non-
representation or warranty, express or implied, concerning the BOOK > DIRECT or the software, including all
implied warranties of merchantability fitness for any particular purpose, title and non-infringement. All other
warranties being expressly disclaimed by JACKRABBIT and waived by HOST.
s. BOOK > DIRECT may contain links that allow the public to access third-party websites that are not under the
control of JACKRABBIT (i.e. lodging property websites). These third-party links are only provided as a
convenience and JACKRABBIT does not endorse any of these sites. Access and use of such websites are at
HOST'S risk. JACKRABBIT assumes no responsibility or liability for any access or use thereof or of any material
that may be accessed on third-party websites reached through the BOOK > DIRECT, nor does JACKRABBIT
make any representation regarding the quality of any product or service contained at any third-party website or
the security of any such website.
t. This agreement gives HOST license to use the BOOK > DIRECT on the website(s) listed in Section 2 above. This
license excludes use of the BOOK > DIRECT by HOST on websites not listed in Section 2, and/or any other online
distribution method other than the websites listed in Section 2. License for excluded uses can be obtained from
JACKRABBIT as an addendum to this AGREEMENT.
The undersigned is authorized to contract on behalf of HOST and agrees to and is familiar with the full Terms &
Conditions stated on this AGREEMENT.
For HOST: For JackRabbit Systems:
Name Name
Title Title
Signature Signature
Date Date
Contact Information:
HOST Name Address City; Province, Postal Code
Primary Contact Email Phone Fax
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