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2018-663-E Vis Bureau - Tempest iDSS home sales software
[Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENTUNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement(hereinafter “Agreement”), made and entered into this 1stday of July, 2018,(“Effective Date”) by and between OrangeCounty, North Carolinaapolitical subdivisionof the State of North Carolina(hereinafter, the "County") and Tempest/Internet Destination Sales System dbaTempest/iDSS, LLC, a Limited Liability Company having an address of 30 South 15th Street, Suite 800, Philadelphia, PA 19102, (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 Agreement is for services to be rendered by Provider to County with respect to (insert type of project):Internet Destination Sales System 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 Section3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2.Responsibilities ofthe Provider a.Services to be provided.The Providershall provide the County with all services requiredin 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 Providershall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Providerpractice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provideris solely responsible for the professional Revised 10/17 1 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 quality, accuracy and timely completion and/orsubmission of all workrelated to the Basic Services. ii)Provider shall be responsible for all errors or omissionsof its agents, contractors, employees,or assignsin 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 Providershall 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 Providerengaged by the Providerin the performance of any work or services required of the Providerunder this Agreement, shall be considered employees or agents of the Provideronly 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)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 subcontractorsengaged 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. vi)In determining the basic services to be provided, should any documents be referenced in 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. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3.Basic Services a.Basic Services.The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided):As shown in Exhibit 1 attached 4.Duration of Services a.Term.The term of this Agreementshall be from July 1, 2018to June 30, 2019. b.Scheduling of Services. i)The Providershall schedule and perform itsactivities in a timely manner. ii)Should the County determine that the Provideris behind schedule, it may require the Providerto expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform itsservices in Revised 10/17 2 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 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 July 1, 2018. 5.Compensation a.Compensation for Basic Services.Compensation for Basic Services shall include all compensation due the Providerfrom the County for all services under this Agreement. The maximum amountpayable for Basic Servicesshall not exceedSix Thousand and Six HundredDollars ($6,600). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County.Payment shall be subject to provisions of Section 5(b). b.Disputes.In the event theamount 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. 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. c.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 a.Cooperation and Coordination.TheCounty 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 Boardof 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.Providershall 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 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 ofN/A(if no additional insurance required mark N/A as being not applicable). Providershall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8.Indemnity Revised 10/17 3 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 a.Indemnity.The Provideragrees, without limitation,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 property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Providerexcept to the extent same are caused by the negligence or willfulmisconduct 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 Convenience of the County.This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’prior written notice to the Provider. b.Other Termination.The Providermay terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Providershall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c.Compensation After Termination. i)In the event of termination, the Providershall 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 Providershall 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 Countyto require compliance by the Providerwith 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. e.Suspension.County may suspend the Basic Servicesand this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Servicesuntil notified to proceed by County. Revised 10/17 4 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 11.Additional Provisions a.Limitation and Assignment.The County and the Providereach bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Providershall 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.By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are 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 subcontractoridentified, on the list created by the State Treasurer pursuant to G.S. 147-86.58.By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractoridentified, onthe list created by the State Treasurer pursuant to G.S. 147-86.81. c.Non-Discrimination.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 non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policyand 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 the Orange County Non-Discrimination Policy 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. 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 OrangeCounty, NorthCarolina.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.EntireAgreement.This Agreement represents the entire and integrated agreement between the County and the Providerand 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 bevalid and binding upon the Parties. 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 Revised 10/17 5 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 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 thingsby 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. h.Non-Appropriation.Provideracknowledges that Countyis 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 Providerof 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 onl y 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/orfederal 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. i.Signatures.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 Article11A 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 CountyProvider’s Name Attention:Laurie Paolicelli, CHOCVBTempest/iDSS Global LLC P.O. Box 818130 S. 15th St., Suite 800 Hillsborough, NC 27278Philadelphia, PA 19102 [SIGNATURE PAGE TO FOLLOW] Revised 10/17 6 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 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:PROVIDER: By: _________________________________ County Manager By: __________________________________ Mark P. Lynch, CBDO Printed Name and Title Revised 10/17 7 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 1 of 11 PREPARED BY: Mark Lynch-CBDO Schedule A: Statement of Work iDSS Cyclone Chapel Hill Convention & Visitors Bureau Agency Representative Mark Lynch CBDO NOTICE OF CONFIDENTIAL INFORMATION “Confidential Information” shall mean all information disclosed under this agreement, including, without limitation: 1. Any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information relating to product plans, business plans, marketing & advertising strategies, finance, general operations and methodologies, customer relationships, vendor relationships, customer profiles, sales estimates, customers and clients of any of the foregoing; 2. All confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, know-how, trade secrets, whether or not patentable or copyrightable. ©Copyright 2017 Tempest—all rights reserved. If there are any concerns, questions, or issues regarding Confidential Information, please contact Tempest directly. 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 &YIJCJU DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 2 of 11 PREPARED BY: Mark Lynch-CBDO Background This Statement of Work is dated July 1, 2018 (“Effective Date”) and by and between Client and iDSS Global LLC (a member of Tempest) pursuant to the Master Services Agreement effective July 1, 2018. The parties agree that this Statement of Work, along with the Master Services Agreement and other Statements of Work incorporated by reference therein, form a binding agreement between the parties relating to all services to be provided by iDSS Global LLC to Client. The Master Services Agreement shall control in the event of any inconsistencies between this Statement of Work and the Master Services Agreement. 1. Definitions The following capitalized terms used in this Statement of Work and its exhibits shall have the following meanings: a.“Client Support” means iDSS Global LLC acknowledgement and response to telephone calls and emails from client asking questions about System or requesting help in using the system. b.“Fees” means the fees for the license to use the System and for the Services as set forth in the Fee Schedule. c.“GO LIVE Date” means the point when the System has been configured and enabled and is ready for the Client to use. d.“Standard Reports” means the standard reports generated by the System for use by Client. e.“System” means, as a collective, those certain web-based systems identified by Client in Scope of Services. f.“Users” means anyone logging into and using the System. g.“Email Credit” means one email credit is equal to one email sent to one email recipient from iDSS Cyclone through the iDSS Cyclone Email Campaigns Feature. h.“iDSS Legacy Version” means iDSS Version 8 or other prior versions. i.“iDSS Cyclone” or “iDSS” means iDSS Version 9. 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 3 of 11 PREPARED BY: Mark Lynch-CBDO 2. Fee Schedule FeeSchedule Cost Implementation (one-time cost)$00.00 Setup - (database server, configuration of client database)Included Data Migration - (existing client data)Included Initial Training - (online webinar training) *for onsite training travel expenses billed to client at cost Included iDSS Cyclone Core License Annual Subscription (ongoing annual cost commencing July 1, 2018 forward)$6,000.00 Optional Features and Services Professional Services (Training, Consultation, Data Updates, Custom Development)$150 per hour Custom Report Development $150 per hour iDSS Cyclone Campaigns Email Marketing Blocks (above 10,000 a year)$.009 per email Email Template Design Quoted upon Request Email Template Migration Quoted upon Request Custom Extranet Design Quoted upon Request 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 4 of 11 PREPARED BY: Mark Lynch-CBDO A.Activation Fee a.Fee Description. This is a one-time only, non refundable activation fee for the right to use iDSS Cyclone, licenses for staff members, configuring iDSS Cyclone in preparation for Client use, securing database access and information storage. b.Payment Terms. iDSS Global LLC requires a down payment of half the activation fee upon the execution of this agreement and will invoice the remaining balance after the GO LIVE date. iDSS Global LLC will not perform any work to configure, enable or otherwise activate iDSS Cyclone until it has received the down payment. c.Data Migration. iDSS Global LLC will migrate data to iDSS Cyclone from other sources, provided that the Client has identified in writing, to the satisfaction of iDSS, the data source or sources to be accessed and the specific data the Client wishes to migrate to iDSS Cyclone and iDSS Global LLC has determined if migration of the data is feasible. d.Onsite Training. At the Client’s request, iDSS Global LLC will provide training to the Client’s staff at the Client’s business location, covering the features, use and other information regarding iDSS Cyclone. For onsite training the client will be billed the cost of travel (“Travel Expenses”). Limitation on Training - Each training session is limited to 10 staff members per trainer. e.Travel Expenses. The Client agrees to pay all documented travel expenses per the Master Service Agreement, Section 2.1. B.AnnualSubscriptionFee a.iDSS Cyclone Subscription. Through payment of this fee, the Client has the right to continued use of iDSS Cyclone and features defined in the scope of services during Contract term period. This fee includes regular upgrades and client support. The Subscription fee is locked in for the Initial Term period with the exception of adding/removing users or adding/removing optionalfeatures. iDSS Global LLC shall send an invoice for Annual Subscription Fee along with Optional Features and Services for the first year following the GO LIVE date. Subsequent Annual Subscription Fees will be billed in advance of the Go Live anniversary for each year. 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 5 of 11 PREPARED BY: Mark Lynch-CBDO C.Optional Features and Services a.Consulting Services. iDSS Global LLC offers best practice consulting to assist Client in streamlining processes. iDSS Global LLC offers this service at the standard billable hourly rate outlined in the fee schedule. This service can be performed on-site with a minimum of 4 hours and the Client agrees to pay all documented travel expenses per the Master Service Agreement, Section 2.1. This service can also be performed remotely, billable by the hour with a minimum of 1 hour. b.Online and Telephone Training. iDSS Global LLC offers additional training beyond what is covered in the scope of services. iDSS Global LLC offers this additional training at the standard billable hourly rate outlined in the fee schedule. Additional training can be performed on-site with a minimum of 4 hours and the Client agrees to pay all documented travel expenses per the Master Service Agreement, Section 2.1. Additional training can also be performed remotely, billable by the hour with a minimum of 1 hour. c.Custom Reports. iDSS Global LLC offers a wide variety of standard reports included in iDSS Cyclone, including occasional new reports for all clients. iDSS Global LLC may also prepare customized reports if Client requests at their expense. iDSS Global LLC will begin development of the report upon receiving a signed request or email from Client, describing the specifications, and approving the estimated fees. d.Data Updates. iDSS Global LLC will perform updates to a Client’s database to update information contained in fields in the database. iDSS Global LLC will perform data updates upon receiving a signed request or email from Subscriber, describing the specifications, and approving the estimated fees. e.Custom Development. Certain features of iDSS Cyclone may be customized to a Client’s specifications, if Client requests at their expense. If the requested feature is a possible customization, iDSS will begin customizing the feature upon receiving a signed request or email from Subscriber, describing the specifications, and approving the estimated fees. f.Email Credits. iDSS Cyclone has an email campaign feature that allows users to design and distribute email campaigns. Email Credits can be purchased in blocks of 50,000 at the rate outlined in the fee schedule. Email overage charge of .0125 per email credit will be assessed if insufficient email credits are available at the time of email campaign delivery. Licensing of this feature requires agreement to Schedule B: Anti Spam Policy 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 6 of 11 PREPARED BY: Mark Lynch-CBDO 2. Scope of Services Scope of Services ACTIVATION / IMPLEMENTATION Setup - (database server, configuration of client database)Included Data Migration - (existing client data)Included Training ( online webinar training )Included iDSS CYCLONE CORE LICENSE a.Unlimited Client Support Included c.iDSS Cyclone Hub Access Included e.Mobile Interface Included f.Meeting, Group Tour, Travel Trade, Sports, Convention & Leisure Sales Lead Management and DistributionIncluded g.Services Leads Management and DistributionIncluded h.Services Module Included i. Member/Partner Extranet Included j.Expense, In-Kind, Budgets, Rebate TrackingIncluded k.Meeting/Event Planner Extranet (Event Planner Role)Included l.FAM & Itinerary Builder Included 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 7 of 11 PREPARED BY: Mark Lynch-CBDO m.Referral Management Included n.Inquiries Included o.Automated Inquiry Leads Included p.Team Goal Tracking Included q.Tasks and Projects Included r.Member/Partner Management Included s.Member/Partner Invoicing and Payment ProcessingIncluded t.Inventory Management Included u.Media, Advertising, PR Tracking Included v.Surveys Included w.Email Campaigns - 10,000 Email Credits AnnuallyIncluded x.Microsoft Outlook Integration Included y.DMAI Event Impact Integration Included z.Custom Event Impact Calculation Included aa.EmpowerMint Integration Included bb.Standard Reports Included cc.Query/Report Builder Included dd.CRM Listings & Special Offers API Included ee.Inquiry/ Forms API Included 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 8 of 11 PREPARED BY: Mark Lynch-CBDO ff.Local Events (Calendar of Events) API Included gg.Leads API Included OPTIONAL FEATURES & SERVICES 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 9 of 11 PREPARED BY: Mark Lynch-CBDO Schedule B: Anti Spam Policy Anti Spam Policy Tempest requires all clients to certify their compliance with the following Anti-Spam policy as well as the opt-in status of email distribution lists. Your use of iDSS Cyclone must comply with all applicable Laws. This includes laws applicable to you and also laws applicable to Tempest and the recipient of each Email. Examples of applicable laws include laws relating to spam or unsolicited commercial email (UCE), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Services and the Emails you generate and send through the Services. Your use of iDSS Cyclone must follow all applicable guidelines established by iDSS Global LLC.The guidelines below are examples of practices that may violate this Policy when generating or sending Emails through the iDSS Email Campaigns: ●Using non-permission based Email lists (i.e., lists in which each recipient has not explicitly granted permission to receive Emails from you by affirmatively opting-in to receive those Emails). ●Using purchased or rented Email lists. ●Sending Emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com). ●Sending Emails that result in an unacceptable number of spam or UCE complaints (even if the Emails themselves are not actually spam or UCE). ●Failing to include a working “unsubscribe” link in each Email that allows the recipient to remove themselves from your mailing list. ●Failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request. ●Failing to include in each Email a link to the then-current Privacy Policy applicable to that Email. ●Disguising the origin or subject matter of any Email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any Email. 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 10 of 11 PREPARED BY: Mark Lynch-CBDO ●Failing to include in each Email your valid physical mailing address or a link to that information. ●Including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any Email that encourages a recipient to forward the Email to another recipient. 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 Chapel Hill Convention & Visitors Bureau —iDSS CYCLONE — PAGE 11 of 11 PREPARED BY: Mark Lynch-CBDO Let’s Get Started! This document/contract outlines the project scope of work (including the deliverables from both the Client and Agency) to be completed by Tempest. Please sign in the appropriate location below, and return the signed proposal to us by fax or mail. Chapel Hill Convention & Visitors Bureau 501 West Franklin Street Chapel Hill, NC 27516 Tempest 30 South 15th Street Suite 800 Philadelphia, PA 19102 Printed Name MarkLynch Printed Name Title / Position CBDO Title / Position Signature MMark P. Lynch Signature Date 7/1/2018 Date 30 South 15th Street Suite 800 Philadelphia, PA 19102 • Office: 800-274-8774 • Fax: 800-274-8775 DocuSign Envelope ID: 842FD480-B3A9-49E9-B3F5-8348D6ACB504 DocuSign Envelope ID:842FD480-B3A9-49E9-B3F5-8348D6ACB504 Client#:43952 TEMPI ATE(MMFDDIYYYYJ ACORD.. CERTIFICATE OF LIABILITY INSURANCE D0911212018 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 pollcy(fes}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 NAAMNE: R.IVette Aponte (M)Wharton/Lyon& Lyon PHONE 973 992-5715 F 9739926660 AfC No Ext; AIG No: 101 S.Livingston Avenue E-MAIL p ADDRESS: is onte whartoninsurance.com Livingston,NJ 07039 INSURERS)AFFORDING COVERAGE NAiC# 973 992-5775 INSURER A Caunnamal Casually Company 20427 INSURED INSURER B: Tempest Interactive Media LLC INSURER c: 30 S.15th Street,Suite 800 INSURER t7 Philadelphia,PA 19102 INSURER E 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. INGR LTR TYPE OF INSURANCE 1NSRL SUER� ..vu POLICY NUMBER 1 MMi2ffXYY POLICY lD1YYYY LIMITS A GENERAL LIABILITY X 84031355889 D 112612018 01/26/2019 pEAA}C.,�HgOCCURRENCE S 1 000,0 0 0 X COMMERCIAL'GENERAL LIABILITY PREMISES EaEoocTurrence S 300 000 CLAIMS-MADE a OCCUR MED EXP(Any Cara person) $10x000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 X POLICY JECT PRO- LCC S A AUTOMOBILE LIABILITY 84031355889 0112612018 01/26/201 sa al lNN-DISINGLE LIMIT 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS Ix AUTOS BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE S X HIRED AUTOS AUTOS Per accident A x UMBRELLA LIAR X( OCCUR 84031355889 312212018 01126/2019 EACH OCCURRENCE s2,000,000 EXCESS LIAB CLAiMS•MADE AGGREGATE s2,000,000 DED RETENTION$10 000 $ wORKERSCOMPENSATION MIA WCSTATU- OTH- AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT S OFFICERIMEMBEREXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Employee Liab 84031355889 1(2612018 011261201 $1,000,000$2,000,000 A E&O 84031355889 1/2612018 011261201 $2,000,0001$2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,IF mare space Is required) Coverage is subject to policy terms,conditions and exclusions Orange County Government included as additional insured for commercial General Liability with respect to work performed by the named insured when required by a written and executed contract.,as per form Blanket Additional Insured's.,Primary and Noncontributory.,Waiver of Subrogation form SB-1469321F. CERTIFICATE HOLDER CANCELLATION Orange County Government SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 200 S.Cameron St. ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough,NC 27278 AUTHORIZED REPRESENTATIVE (E 1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) 1 of 9 The ACORD name and logo are registered marks of ACORD #S3649521M364941 . RIA