Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2019-359-E Visitors Bureau - Simpleview website consulting
DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of July, 2019, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Simpleview, LLC, an Arizona Limited Liability Company having an address of 8950 N. Oracle Road, Tucson, AZ 85704, (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): Web Site Consulting and Licensing Agreement 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 performance of these services. Provider is solely responsible for the professional Revised 12/18 1 DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 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) 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. 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): See Exhibit 1 Attached 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2019 to June 30, 2021. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, 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 Revised 12/18 2 DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 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, 2019. 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. The maximum amount payable for Basic Services shall not exceed Sixty-six Thousand One Hundred Dollars ($66,100.00), with one half payable during the first year of the Agreement and the remainder payable during the second year of the Agreement. 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 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. 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. 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 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 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. 8. Indemnity Revised 12/18 3 DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 a. Indemnity. The Provider agrees, 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 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 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 Provider may 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 Provider shall 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 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. e. Suspension. County may suspend the Basic Services and 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 Services until notified to proceed by County. Revised 12/18 4 DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 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. 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 subcontractor identified, 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 subcontractor identified, on the 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 Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran ecoggtync. og v/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 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. Revised 12/18 5 DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 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. 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. 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 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 Provider's Name Attention:Laurie Paolicelli Simpleview, LLC P.O. Box 8181 8950 N. Oracle Road Hillsborough,NC 27278 Tucson, AZ 85704 [SIGNATURE PAGE TO FOLLOW] Revised 12/18 6 DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 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: DocuSigned by: EO, ocuSigned by: By �76ln�lnil. Att#^5 By:0637994B755E477.. FBBF5F6.7C478.. . . ... .7 ..�.,...,b.. Scott Meredith, Chief Accounting Officer Printed Name and Title Revised 12/18 7 DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 Exhibit 1 simplevieWZV%,y WEB SITE CONSULTING AND LICENSING AGREEMENT This AGREEMENT (the "Agreement") is made and entered into as of the 1st day of July, 2019 (the "Effective Date"), by and between Simpleview, LLC with offices at 8950 N. Oracle Road, Tucson, AZ 85704 ("Simpleview") and the Chapel Hill and Orange County Visitors Bureau with offices 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 the proprietary customer relationship management application ("CRM") and a-state-of-the-art website content management system demonstrated to Client ("CMS"),. B. WHEREAS, Client desires that Simpleview develop and host the Client website (the "Site") on Simpleview's CMS, provide certain other services and applications useful in the design, programming, and maintenance of the Site, and provide access to CRM; 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 Client with services for development and hosting of the Site on the World Wide Web as set forth or described in Exhibit A hereto (the "Web Site 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 agreement of the Parties. Obligations of Simpleview, if any, to provide ongoing maintenance tasks for the Web Site shall be set forth and included as part of Additional Services on Exhibit B hereto ("Maintenance") (the Web Site 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 "Client Content" shall mean any materials provided by Client for incorporation into the Site, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text. Client shall deliver the Client Content to Simpleview in an electronic file format specified and accessible by Simpleview (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 Web Site Services shall be charged as Additional Services. Client shall promptly deliver all Client Content to Simpleview as required by Simpleview. 2.2 Work Orders If Client wishes to implement upgrades or revisions to the Site that differ materially from the Services in Exhibits A and B, Client shall submit to Simpleview 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"). Simpleview 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 1812411.3 DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 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 Simpleview's proposal in writing. If Client accepts Simpleview's proposal to undertake the work necessitated by the Change Order, then the Change Order, as supplemented and/or modified by Simpleview'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 Unless otherwise indicated in the Exhibits hereto, the Site shall be accessible to third parties via the World Wide Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week following launch of the Site, except for scheduled maintenance and required repairs, and except for any loss or interruption due to causes beyond the control of Simpleview. Client's exclusive remedy for any unscheduled downtime exceeding twenty-four hours shall be a prorated credit towards future hosting services. Simpleview shall provide client with a system and the necessary software to allow Client to transmit revisions, updates, deletions, enhancements or modifications (the "Updates") to the Site. Simpleview shall incorporate Updates according to a written schedule and security policies agreed upon by the Parties. 3. Service Fees Client shall pay the fees set forth in the Fee Schedule in Exhibit C hereto. Simpleview expressly reserves the right to change the rates charged hereunder for the Services during any Renewal Term. Client shall pay, or promptly reimburse Simpleview for, any out-of-pocket expenses, including, without limitation, travel and travel-related expenses, incurred by Simpleview in connection with the performance of the Services, provided however, that the travel and related expenses shall be approved in advance by an officer of Client's company. Client shall pay to Simpleview all fees within thirty (30) days of the date of the applicable Simpleview invoice. Implementation of certain applications may require two or three days of onsite training. 4. Proprietary Rights 4.1 Proprietary Rights of Client Client Content, Work Product, Client Data and User Information shall remain the sole and exclusive property of Client subject to section 4.2 of this Agreement. Nothing in this Agreement shall be construed to grant Simpleview any ownership right in the Client Content, Work Product, Client Data or User Information. Subject to section 5.1 of this Agreement, to the extent, if any, that ownership of Client Content, Work Product, Client Data and User Information does not automatically vest in Client by virtue of this Agreement or otherwise, Simpleview hereby transfers and assigns to Client all rights, title and interest which Simpleview may have in and to Client Content, Work Product, Client Data and User Information. "Client Content" includes, without limitation, all copyrights, domain names, designs, images, text, trademarks, patents, trade secrets, and any other proprietary rights. "Work Product" means all elements of the Site and documentation prepared specifically for Client by Simpleview in accordance with the terms of this Agreement including but not limited to HTML files, XML files, graphics files, animation files, data files, scripts and programs, in object code, source code or other programming code. "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 Simpleview obtains, creates, generates, collects or processes in connection with this Agreement, and all intellectual property rights in that data and information. DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 "User Information" means all information about users, and Client members and personnel and Internet browsers (whether or not users), that Client provides to Simpleview hereunder, or that Simpleview otherwise collects, compiles, creates or stores in connection with this Agreement 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 Simpleview Products,- and (iii) any information about an identifiable individual that constitutes "personal information" under applicable law. On Client's written request or upon termination of this Agreement for any reason, Simpleview will promptly provide Client or their vendor(s) backups of Client Content, Work Product, Client Data and User Information such that Client and/or their vendor(s) can use the backups to migrate to different CRM or CMS platforms. 4.2 Proprietary Rights of Simpleview Subject to Client's ownership interest in Client Content, Work Product, Client Data and User Information, all materials related to CRM or CMS, programming code and materials previously developed by Simpleview, and any trade secrets, know-how, methodologies and processes related to Simpleview's products and services, shall remain the sole and exclusive property of Simpleview or its suppliers, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively "Simpleview Materials"). Subject to section 5.2 of this Agreement, to the extent, if any, that ownership of the Simpleview Materials does not automatically vest in Simpleview by virtue of this Agreement or otherwise, Client hereby transfers and assigns to Simpleview all rights, title and interest which Client may have in and to the Simpleview Materials. Client acknowledges and agrees that Simpleview is in the business of designing and hosting Web sites, that they offer a licensed CRM and CMS product, and that Simpleview 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 Simpleview Materials in providing such services. 4.3 Simpleview Notices Unless otherwise agreed to in writing by the Parties, Simpleview shall have the right to place proprietary notices of Simpleview and its suppliers (including hypertext links related thereto) on the Simpleview Materials and on the Site, including developer attribution and hypertext links to Simpleview's web site, and to change or update such notices from time to time upon notice to Client. In no event may client remove or alter any Simpleview proprietary notice from the Simpleview Materials or the Site without Simpleview's prior written consent. Simpleview may use the name of and identify Client as a Simpleview 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 Simpleview 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, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Client Content and Work Product as necessary to render the Services to Client under this Agreement. Simpleview shall not, without first obtaining permission from Client, edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Client Data and User Information except as necessary to render the Services to Client under this Agreement. 5.2 Grant of License - Simpleview DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 Simpleview hereby grants to Client a non-exclusive nontransferable worldwide irrevocable royalty free license to make use of Simpleview Materials that are incorporated in the Site and that are required for the operation of the Site. Client cannot use the Simpleview 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. Simpleview hereby reserves for itself all rights in and to the Simpleview Materials not expressly granted to Client in the immediately foregoing sentence. 6. Warranties 6.1 Simpleview Warranties 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; (iii) that nothing in the Simpleview Material infringes or violates any right of any third party; and (iv) that Simpleview will take reasonable measures to protect the Site from viruses, trojans, worms, or other malicious code and will take at least those measures that it takes to protect its own computer systems, but in no case less than reasonable care. 6.2 Client Warranties Client warrants that: (a) it has all authorization(s) necessary for hypertext links to third party Web Site; and (b) that the materials provided to Simpleview, including, without limitation, Client Content, descriptive claims, warranties, guarantees, nature of business, are true and accurate; and (c) 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 Content Management Systems application. 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 is based upon a claim that: (i) would constitute a breach of any of Client's representations, warranties, or agreements hereunder; (ii) arises out of the gross negligence or willful misconduct of Client; or (iii) any of the Client Content to be provided by Client hereunder 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 is based upon a claim that: (i) would constitute a breach of any of Simpleview's representations, warranties, or agreements hereunder; or (ii) arises out of the gross negligence or willful misconduct of Simpleview; or NO any of the Simpleview Materials to be provided by Simpleview hereunder 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 FITNESS FOR A PARTICULAR PURPOSE. DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 THE TOTAL LIABILITY OF Simpleview HEREUNDER FOR ANY SERVICES NOT PROPERLY PERFORMED (INCLUDING ANY LIABILITY FOR NEGLIGENCE) SHALL BE LIMITED, AT THE SOLE DISCRETION OF Simpleview, 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 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 Simpleview HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF Simpleview TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO Simpleview BY CLIENT UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, EXCEPT FOR LIABILITIES RELATED TO INFRINGEMENT ON THIRD PARTY RIGHTS DUE TO NEGLIGENCE ON THE PART OF Simpleview, IN WHICH CASE NO LIMITATION ON LIABILITY SHALL EXIST. 9. Term and Termination This Agreement shall be effective when signed by the Parties and thereafter shall remain in effect for two (2) years, unless earlier terminated as otherwise provided in this Agreement (the "Initial Term"). At the end of the Initial Term this Agreement shall renew for additional terms of two (2) 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 materially breaches any of its representations, warranties or obligations under this Agreement, and such breach is not cured within thirty (30) days of receipt of 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"). Confidential Information shall not include information that the receiving party can demonstrate (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. 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. DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 If either party or its respective directors, officers, employees, consultants or agents is requested or required by legal process to disclose any of the Confidential Information of the other party, the party required to make such disclosure shall give prompt notice so that the other party may seek a protective order or other appropriate relief. If such a protective order is not obtained, the party required to make such disclosure shall disclose only that portion of that Confidential Information that such party's counsel advises is legally required to be disclosed. 11. Limit on Statute of Limitations Notwithstanding any other provision of this Agreement or of applicable law, neither party shall be permitted to bring a cause of action for breach, or otherwise arising out of this Agreement more than two years after the party seeking to bring the action discovered or should have discovered the facts forming the basis for the cause of action. 12. Miscellaneous 12.1 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. 12.2 Governing Law This Agreement shall be construed in accordance with the laws of the State of Arizona. 12.3 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. 12.4 Arbitration Any claim, controversy or dispute among the parties to this Agreement will be resolved by binding arbitration, following the Rules and Procedures of the American Arbitration Association, by a mutually acceptable arbitration organization in Tucson, AZ. The arbitrator's award will be final and binding and may be entered in any court having jurisdiction thereof. The prevailing party shall be awarded all its costs, including but not limited to any filing fees, the fees of the arbitrator, reasonable attorneys' fees, travel expenses, and/or any other costs incurred relating to the dispute. 12.5 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. 12.6 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. 12.7 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. 12.8 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. DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 12.9 Taxes All payments due under this Agreement are exclusive of taxes. Client agrees to bear and be responsible for the payment of all such taxes (except for taxes on Simpleview's net income or capital), including, without limitation, all sales, use, rental receipt, personal property, royalty, value added or other taxes which may be levied or assessed in connection with this Agreement. 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 Authorized Signature Simpleview, LLC Chapel Hill and Orange County Visitors Bureau 8950 N. Oracle Road 501 West Franklin Street Tucson, AZ 85704 Chapel Hill, NC 27516 By:---------------------------- Date:-------- By-------------------------- Date:-------- Exhibits A-Simpleview Services B-Additional Services C- Fee Schedule DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 EXHIBIT A WEBSITE SERVICES Annual Licensing Fee Website Development Core Engagement A Navigation 0 Content Management (CMS) $8,000 Homepage Slideshow& Interior Header Management (Image 0 Video) Included Metatag Management Included Redirect Module Included Articles Module (Includes One Feed; $500 One-Time/Additional Feed) Included Content Ownership Included RSS Feeds Included Template Generator Included Site Search Included Hosting and Sitewide SSL Certificate $600 Code Editor (CSS, Template & Javascript Code Overwrite Capabilities) Included Responsive GEO Triggers (Listings, Coupons, Events) $1,000 App Smart Banner Included Add This Social Sharing Included Schema.org and Open Graph Tagging Capabilities Included Quality Assurance Testing Included Staff Training Included • - CRM Integrations Form Builder $1,700 Partner Listings $2,300 Calendar of Events $2,000 Special Offers/Coupons $1,000 ModulesCMS • Add-Ons Blog (Includes One Feed; $500 One-Time/Additional Feed) $1, 000 Special Alert Module $400 CMS Integrations Booking Engine $900 Fast-Track/empowerMINT RFP $900 Google Maps $2,500 Weather Feed $400 TOTAL COST $23,300 As of July 1, 2013, our hourly fee for routine fixes and maintenance of the Web Site is $125 per hour. Any modifications requested to the Site will be billed as part of the simpleSupport plan. DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 ONE-TIME ANNUAL WEBSITE SUPPORT PLAN FEES FEES SimpleSupport-5 Website Maintenance Plan (includes 5 support hours per month; unused monthly hours may be carried forward) - $6,000 ANNUAL SUBTOTAL $0 $6,000 simpleSupport Plan - 5 kornments Total Hours per Month 5.00 Quarterly Strategic Planning Call Included On site:$2,000 per day if desired. Two day minimum;travel expenses are the responsibility of the customer. Onsite Consulting Days TBD 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 DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 SIMPLEVIEW CRM — "BASIC" SOLUTION: CORE FEATURES PRICING Comments TRAINING - Additional Onsite Training Recommend 3 On site: $1,500 per trainer per day; three day minimum; travel and expenses billed separately. - Simpleview Hosted Training Recommended as a At Simpleview's offices in Tucson, AZ or supplement to Pittsburgh, PA: $1,000 per trainer per day. No Onsite Training minimum; travel expenses are the responsibility of customer. LICENSING, HOSTING $1,250 / year + Annual fee includes point updates, full version UPGRADES $1,250 / user/ year= upgrades, hosting, daily back-ups, and access to 2 users= the Simpleview ticketing system, $3,750/year knowledgebase, webinar library, and user forum. - Additional Users Above Tier $1,250/user/year SUPPORT - Free Support* 40 hours Support hours can be used for technical support, questions, remote training, report building, template creation, or configurations. - Additional Support - Premium Bundle $10,000 / 100 hours Free Support and Bundles can be used at any time within a given contract term. Bundles - Discounted Bundle $6,000 / 50 hours can be purchased at any time during an initial or renewal term. - Hourly Support $125 / hour USER GROUPS, MODULES & OPTIONS GROUP SALES Included Facilitates Meeting and Conference Sales - Meeting Space Availability Not Included $7,500 + $2,500/year. This allows CRM users to Tool view and reserve available space in convention centers and other meeting venues. - Meeting Planner RFP Not Included $3,000 + $1,000/year. Meeting Planners may Tracking log in to review RFP responses (including service lead responses). Custom skinned extranet requires additional $5,000 design and implementation fee. MEMBER / PARTNER Included DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 - Benefits Summary Included This provides a place for both you and your partners to review all the benefits they receive by partnering with your DMO. All information, such as the number of leads you have sent to the partner, articles documented, listing and coupon hits, in-kind/expenses and more are stored on the Benefits Summary tab. - Member/ Partner Extranet Included A dedicated, password-protected site where members/partners can update listings, add images, submit special offers, view leads, report occupancy and view news and information provided by the DMO. - Skinned Member/ Partner Not Included $5,000 Implementation. Fee covers styles and Extranet logo applied to the extranet to match your website design. - Dues & Invoicing Not Included $3,000 + $1,000/year. The Dues & Invoicing section gives you the ability to set up membership dues, add benefits, create membership invoices and one-off invoices, and streamline payment collection from your partners. - Online Dues Payment Included in Extranet Requires Dues & Invoicing. 4.0 - Marketplace (1 Form Included Execution) - 3 Form Execution Not Included $3,600/year - Unlimited Forms Not Included $7,200/year PARTNER SERVICES Included Allows users to send service leads, track partner referrals, record In-kind/Expense transactions with partners, and manage commitments or incentives offered by the DMO. CONSUMER Included - DMA® Regions Mapping Included (Designated Market Area) regions are the geographic areas in the United States in which local television viewing is measured by The Nielsen Company. The DMA data are essential for any marketer, researcher, or organization seeking to utilize standardized geographic areas within their DMO and Simpleview is the only industry specific CRM provider with a license to use this data. TOUR/TRAVEL TRADE Included Facilitates Group Tour, Motorcoach, and Independent Travel booked through third parties. DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 MEDIA / PR Not Included $1,500 + $500/user/year This module is used to manage media contacts, issue press releases, distribute press trip leads and track coverage of your destination and partners. INVENTORY Not Included $1,500 + $500/user/year. Allows users to easily manage products, view/update inventory, place orders, and streamline order processing. Orders can be tied to partners, clients, and events tracked in CRM. SITE INSPECTIONS / FAMS Included Facilitates the creation and distribution of detailed itineraries for FAM Tours and Site Inspections. Then, automatically, tracks the exposure provided to participating Members / Partners. DMO HOSTED EVENTS Included Allows for the tracking of participation at Bureau hosted networking events, workshops, etc. RSVP Integration is required for online registration and payment associated with events. - Event Registration/RSVP Not Included $7,500 + $2,500/year Integration CO-OP MARKETING & Included This module provides the ability to add and track ADVERTISING advertisements that your partners purchase. DATA INTEGRATION TOOLS FORM INTEGRATIONS This is used to create and edit quick data entry forms for Accounts and Contacts within CRM and/or to manage web forms when combined with a Simpleview website. - Form Builder Included The Forms API is required in order to publish forms to a website developed by a third party. - Forms API Not Included $3,000 + $1,000/year The Forms API allows users in CRM to flag forms built via the form builder application to "show on web". This will feed the form data fields into the API feed which a 3rd party developer can consume to place on your website, mobile application etc. - RFP Integration Not Included $5,000 + $1,500/year. This specialized form provides a step by step process for submitting an RFP and includes a basic facility search, room flow, the ability to include attachments, and... Includes integration with one group (Group Sales by default). Additional forms can be added for $2,000 each. DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 WEB API The API or Data Feeds are required for 3rd party integration. The API provides full "push/ pull" connectivity between CRM and applications developed by 3rd parties, including documentation and support to allow developers the ability to call data from the database *as well as* provide tracking information back to the Member/ Partner Benefits Summary for websites, mobile sites, kiosks, etc. - Listings & Special Offers API Not Included $7,500 + $2,500/year - Calendar of Events & API Not Included $7,500 + $2,500/year DATA FEEDS Unlike the API, this is a one-way feed that allows 3rd parties to consume data in a structured, but raw format, and information *cannot* be fed back to CRM for Benefits Summary Tracking. - Listings Feed Not Included $600/ feed / year - Calendar of Events Feed Not Included $600/ feed / year - Special Offers Feed Not Included $600/ feed / year 3RD PARTY INTEGRATIONS - Meeting Broker Integration Included Meeting Broker Integration to push/ pull leads and responses to/from Newmarket International's Delphi and Daylight sales catering systems for hotels. - MINT Integration Included FREE DI MINT Integration - EmpowerMINT RFP Not Included $5,000 + $1,500/year Integration - Destinations International Not Included $0 + $500/year DI Event Impact Calculator Event Impact Calculator Integration. Report integration billed separately or can be implemented against Support Hours. -Cvent Integration Not Included $1,200/year - ICCA Database Import Tool Included Tool for importing Excel Files containing profiles and history/futures that were exported from the ICCA database. - Accounting System TBD Data can be pulled from accounting systems Integration into CRM so Member/Partner staff can view invoices, payments and balances. Users can also resend invoices directly from CRM. - Outlook Integration Not Included 0 + $1,000/user/year This allows you to easily push emails from Outlook to CRM. *As part of this agreement, Customer is allotted 40 support hours, which can be used at any time over the contract 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. DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 EXHIBIT B ADDITIONAL SERVICES No additional services as of July 1, 2019 DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 EXHIBIT C FEE SCHEDULE PAYMENT SCHEDULE - CMS, CRM • simpleSupport Initial Quarterly CMS Licensing Fees ($5,825.00), simpleSupport Plan Fees ($1,500.00), and $8, CRM Licensing Fees ($937.50) Invoiced on July 1, 2019 and Due in Thirty Days for the Service Period of July 1, 2019 through September 30, 2019. $7,262.50 Quarterly CMS Licensing Fees ($5,825.00),simpleSupport Plan Fees ($1,500.00), and CRM $8,262.50/Quarter Licensing Fees ($937.50) Invoiced at the Beginning of Each Subsequent Quarter for the Duration of This Agreement. DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148 74/4/2019 E(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Lori Steiner Crest Insurance Group, LLC PHONE FAX 5285 E Williams Cir. Ste 4500 WC, /c No Ext: 520-881-5760 A/c No):520-325-3757 Tucson AZ 85711 ADDRESS: LSteiner@crestins.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:American Casualty Co.of Reading PA 20427 INSURED SIMPHOL-01 INSURER B:Continental Insurance Company 35289 Simpleview LLC 8950 N. Oracle Road INSURER C:Columbia Casualty Company 31127 Tucson AZ 85704 INSURER D: INSURER E INSURER F COVERAGES CERTIFICATE NUMBER:1076633267 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. INSR TYPE OF INSURANCE ADDL SUBD R POLICY EFF POLICY EXP LIMITS LTR IN WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y 6050463165 9/29/2018 9/29/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREM SES(Ea occurrrence $300,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JECTPRO ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 X PRO- OTHER: $ A AUTOMOBILE LIABILITY 6050463151 9/29/2018 9/29/2019 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �( NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMBRELLA LIAB X OCCUR 6050463179 9/29/2018 9/29/2019 EACH OCCURRENCE $8,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $8,000,000 DIED X RETENTION$n $ A WORKERS COMPENSATION Y 6056637307 12/31/2018 12/31/2019 X AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Liability/ 596832209 9/29/2018 9/29/2019 Per Claim $3,000,000 Cyber Liability Aggregate $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder and others when required in a written contract or agreement are Additional Insured(General Liability)including Products Completed. Coverage is Primary&Non-Contributory(General Liability).Waiver of Subrogation(General Liability&Workers Compensation)applies.This form is subject toall policy forms,terms,endorsements,conditions definitions&exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Chapel Hill/Orange County Visitors Bureau 501 W. Franklin Street AUTHORIZED REPRESENTATIVE Chapel Hill NC 27516 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD