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Home My WebLink About2017-328-E VB - CrowdRiff for user generated content platform DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 [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 CrowdRiff(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 as decribed 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 Twelve Thousand Dollars, ($12,000). 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 Revised 2/17 1 DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 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. Revised 2/17 2 DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 [SIGNATURE PAGE TO FOLLOW] Revised 2/17 3 DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER DocuSigned by: DocuS,,igned,b"y By: vbin,ln,tt. hi4414,t,ystti By: C-'�'" "d 44- C %.ain • er... Title: 5946FZ6dbnt Executive 200 S. Cameron St. Courtney Ristow P.O. Box 8181 Senior Account Executive Hillsborough,NC 27278 CrowdRiff Revised 2/17 4 DocuSign Envelope ID:E5E3D11E-CD84-4634-85FD-906ECE27F9C1 • • s, a- • • - A • VISIT CHAPEL HILL = • 2I:: • tics� 4 4�(5r •P�i` .. ry • yr 7 t•4 3' t• • •CrowdRi SOrder ff Saa July 13,2017 DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 BACKGROUND CrowdRiff is a visual influence platform that inspires new and returning interest to travel brands. It will allow The Chapel Hill/Orange County Visitors Bureau (hereafter referred to as "Customer") to effectively discover and activate the most engaging visual content from the social web, while inspiring conversations around its brand. Crowd Riff will enable Customer to increase overall social and digital efficiency, activate its brand across seasons, and deliver real-time content through every marketing channel. STRATEGIC FIT Content curation By using CrowdRiff's unique search, and filterable collection, Customer can easily& effectively find content to power its visual content requirements. This will reduce time spent in manual curation, and will enable Customer to leverage content faster, and integrate it in more marketing channels. Flexible website & blog integration Customer can utilize CrowdRiff's embedded Galleries to integrate user-generated content into its website and blog. These Galleries can be completely customized based on page topic, page dimensions and the desired user experience. Social engagement & awareness Customer can activate CrowdRiff Conversations to connect and engage with social users at scale. These conversations can be tailored to any travel segment to increase authenticity, and future brand consideration. In doing so, Customer will drastically increase engagement, awareness and social followers. DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 1. SCOPE 1.1 Platform License: License Period: July 25, 2017 - July 24, 2018 (1 year) Key functionality: Content Discovery&Organization - Searching and indexing of up to 3 years'worth of social content via freeform search - Content tagging for organization by topic, use,segment,etc. - Tag indexing for future use and collaboration with colleagues Social Engagement - Closed-loop conversations to communicate with social authors - Themed Conversation Groups to create custom messaging for different audience segments - Fullscreen slideshows with branding optimized for large screens and displays Website Integration - Simple moderation to feature brand-relevant, user-generated photos and videos - Embed code for adding user-generated photos and videos to web pages and blogs Content Uploading - Upload owned photo assets and automatically tag them using Google Cloud Vision - Includes tagging and storage of 100,000 owned photo assets 1.2 Platform Licensing Single license applies to Customer for the period outlined in Section 1.1. 1.3 Platform Users User seats available to Customer team, and participating agencies. 1.4 Launch Timing With the required Customer support,CrowdRiff guarantees full platform implementation within 7-14 days of an executed agreement. DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 2. SOCIAL DATA CONNECTIONS CrowdRiff connects to the regulated APIs provided by the social networks (Facebook, Instagram and Twitter) to collect and feed Customer's content.As such,the social networks'terms of service must be followed and may change at any time without notice.CrowdRiff monitors these connections on a regular basis to ensure consistent operation, and will update Customer with any changes that will affect service during licensing. CrowdRiff only collects content from public profiles on the listed social networks. No private content will be collected or made available to Customer. 3. SUPPORT CrowdRiff will provide Customer with a dedicated account manager upon launch for set-up,training and on- going platform support.Customer will have direct access to its account manager via email and phone during the licensing period.All Customer requests are handled on a first come,first served basis, and responses can be expected within 48 hours. DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 YOUR CROWDRIFF TEAM There's a big team backing the CrowdRiff platform and your success, but here are the ones you'll get to know best. Don't be shy to reach out to them,they're always excited to talk shop! Courtney Ristow Account Executive S 647-391-3019 courtney.ristow @crowdriff.com Courtney's mission is to see you grow as a business-your goals are her goals. By understanding your ambitions and how you define success,Courtney can - engineer solutions that maximize your tangible return. Dan Holowack CEO 3r 416-884-5337 ��►►� dan @crowdriff.com Dan provides executive leadership in product development,strategy and operations to pilot CrowdRiff as a platform and as a company. Leo Leung q -- Director,Customer Success c, F 416-828-6781 leo.leung@crowdriff.com A *' Leo and his team of Customer Success Managers are committed to your success. We are here as your ongoing point of contact to ensure that you continue to achieve success with CrowdRiff for years to come! Andrea Bernstein 4 On boa rd i ng Specialist - ... 647-454-5506 andrea.bernstein @crowdriff.com Andrea works closely with you to ensure you're completely set up and trained in CrowdRiff.She's your product expert and will be guiding you through CrowdRiff during our onboarding process. DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 INVESTMENT AND PAYMENT TERMS Premium Platform Includes one-year license $12,000 Implementation Full implementation and on-boarding $1,000 Platform Total $13,000 Preferred Discount 100%of implementation -$1,000 Preferred Discounts -$1,000 CrowdRiff License TOTAL $12,000 USD Payment Schedule Up-Front Investment $3,000 October 1,2017 $3,000 January 1,2018 $3,000 April 1,2018 $3,000 Payment Terms - Up-Front Investment invoiced upon execution - If applicable, remaining investment invoiced as per payment schedule above - All invoices due within 30 days of issue date Special Discount Terms and Expiry - By accepting the discounts above,Customer approves CrowdRiff's use of its logo on CrowdRiff's website and agrees to participate in development of testimonials and case studies - All prices and special discounts quoted above will expire 30 days after issue date DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 TERMS OF SERVICE - By signing this SaaS Order you agree to the full Terms of Service to the CrowdRiff platform and service(s) here:crowdriff.com/terms-of-service - Any additional functionality requested by Customer outside of that identified in this agreement will be quoted separately,and implemented once written approval has been received from Customer - At the License Period End Date,and every License renewal period thereafter,the License will be renewed automatically for an additional period of 12 months provided that the License fee increases by no more than 5%.Additional fees may apply should Customer choose to add new features to the License.Customer may elect to not renew by providing written notice at least 30 days prior to the end of the then current License Period.CrowdRiff will notify the Customer of the upcoming renewals at 60 days prior to the end of every License Period DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 By signing below, the signee agrees to abide by the terms and conditions contained in this agreement, and certifies that the signee is authorized to accept these obligations on behalf of the organization. Chapel Hill/Orange County Visitors Bureau CrowdRiff Laurie Paolicelli Courtney Ristow Executive Director Senior Account Executive 919-245-4322 647-391-3019 ipaolicelli@visitchapelhill.org courtney.ristow@crowdriff.com Signature Signature ............................................................................................................................................................................................................................................................................................................................................ ............................................................................................................................................................................................................................................................................................................................................ Date Date DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 Core... ENCON Group Inc. 500—1400 Blair Place Ottawa,Ontario K1J 9B8 Telephone 613-786-2000 „„,� Toll Facsimile 613-786-2001 '(y✓" Toll Free 800-267-6684 www.encon.ca Certificate of Insurance Issued to: Orange County Government 200 S Cameron St Hillsborough NC 27278 Commercial General Liability Insurance Policy GLA481411 1. Named Insured: CROWDRIFF INC. 2. Insured's Address: 201-409 KING ST W TORONTO ON M5V 1K1 3. Policy Period: from 19 December 2016 to 19 December 2017 at 00:01 local time at the Insured's address shown above without tacit renewal 4. Limits of Insurance: (a) Aggregate Limit $2, 000, 000 (b) Each Occurrence Limit $2, 000, 000 (c) Bodily Injury/Property Damage $2, 000, 000 (d) Personal Injury/Advertising Injury $2, 000, 000 (e) Medical Payments - per person $5, 000 - per accident $25, 000 (f) Tenants' Legal Liability - any one premises $1, 000, 000 (g) Non-Owned Automobile $1, 000, 000 Coverage Includes: (a) Separation of Insureds, Cross Liability (b) Contractual Liability (c) Products-completed Operations (d) Contingent Employer's Liability 5. Property Damage $ 1, 000 Deductible: * All amounts shown in Canadian dollars 6. Insurers: Aviva Insurance Company of Canada 40.00 Temple Insurance Company 20.00 International Insurance Company of Hannover SE 20.00 Everest Insurance Company of Canada 20.00 7. Endorsement (s) : - Additional Insured Orange County Government DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 This certificate provides the above Named Insured with coverage under the aforementioned policy on file with the Insurers subject to the terms and conditions thereof and the above limits of insurance and deductible. The Insurers have duly authorized ENCON Group Inc. to execute and sign this Certificate of Insurance. /ee'619?/(--** *. Dated: 11 July 2017 David G. Cook, President Authorized Representative DocuSign Envelope ID: E5E3D11E-CD84-4634-85FD-906ECE27F9C1 Core... ENCON Group Inc. 500—1400 Blair Place Ottawa,Ontario K1J 9B8 Telephone 613-786-2000 „„,� Toll Facsimile 613-786-2001 '(y✓" Toll Free 800-267-6684 www.encon.ca Certificate of Insurance Issued to: Orange County Government 200 S Cameron St Hillsborough NC 27278 Errors and Omissions Insurance Policy TIP481411 1. Named INSURED: CROWDRIFF INC. 2. INSURED'S Address: 201-409 KING ST W TORONTO ON M5V 1K1 3. Policy Period: from 19 December 2016 to 19 December 2017 at 00:01 local time at the INSURED'S address shown above without tacit renewal 4. Limits of Liability: $ 2, 000, 000 per LOSS $ 2, 000, 000 per policy period 5. Deductible: $ 5, 000 per LOSS * All amounts shown in Canadian dollars 6. INSURERS: Temple Insurance Company 25.00 Aviva Insurance Company of Canada 25.00 XL Reinsurance America Inc. 15.00 Arch Insurance Canada Ltd. 15.00 Everest Insurance Company of Canada 10.00 Certain Underwriters at Lloyd's 10.00 Under Agreement No. B0509FINPU1600029 This certificate provides the above Named INSURED with coverage under the aforementioned policy on file with the INSURERS subject to the terms and conditions thereof and the above limits of liability and deductible. The INSURERS have duly authorized ENCON Group Inc. to execute and sign this Certificate of Insurance. Alee()/1 Dated: 11 July 2017 David G. Cook, President Authorized Representative