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HomeMy WebLinkAbout2019-463-E Visitors Bureau - iDSS home sales database DocuSign Envelope ID:86A1923E-E304-4469-8242-7D261A53191F [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 Tempest/Internet Destination Sales System dba Tempest/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 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:86A1923E-E304-4469-8242-7D261A53191F 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): As seen in Exhibit 1 attached 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2019 to June 30, 2020. 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:86A1923E-E304-4469-8242-7D261A53191F 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 Six Thousand Dollars ($6,000). 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 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.orangecountVnc.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:86A1923E-E304-4469-8242-7D261A53191F 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:86A1923E-E304-4469-8242-7D261A53191F 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 htip://www.oran eg countync. 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. 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 12/18 5 DocuSign Envelope ID:86A1923E-E304-4469-8242-7D261A53191F 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 Tempest/iDSS Global LLC P.O. Box 8181 30 S. 15" St., Suite 800 Hillsborough,NC 27278 Philadelphia, PA 19102 [SIGNATURE PAGE TO FOLLOW] Revised 12/18 6 DocuSign Envelope ID:86A1923E-E304-4469-8242-7D261A53191F 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: 130cuSigned by: D"uSigned by: By: iauus AtmjA. By: I41 aY� aA3E816128364@4 . 79526972FBDB436 -------� o-- Mark P. Lynch, CBDO Printed Name and Title Revised 12/18 7 DocuSign Envelope ID:86A1923E-E304-4469-8242-7D261A53191F Exhibit 1 te m pest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 1 of 11 PREPARED BY:Mark Lynch-Chief Client Officer Scheduleof • WSS Cyclone Chapel Hill Convention & Visitors Bureau 7/1/19-6/30/20 Agency Representative Mark Lynch Chief Client Officer 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 DocuSign Envelope ID:86A1923E-E304-4469-8242-7D261A53191F tempest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 2 of 11 PREPARED BY:Mark Lynch-Chief Client Officer Background This Statement of Work is dated July 1,2019 ("Effective Date") and by and between Client and iDSS Global LLC (a member of Tempest) pursuant to the Master Services Agreement effective July 1,2019.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 inconsistency 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 clients 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:86A1923E-E304-4469-8242-7D26lA53191F te m pest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 3 of 11 PREPARED BY:Mark Lynch-Chief Client Officer 2. Fee Schedule Fee Schedule 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) Included *for onsite training travel expenses billed to client at cost 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:86A1923E-E304-4469-8242-7D261A53191F te m pest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 4 of 11 PREPARED BY:Mark Lynch-Chief Client Officer 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 balance remaining 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. Annual Subscription Fee 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 option alfeatures. 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:86A1923E-E304-4469-8242-7D261A53191F te m pest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 5 of 11 PREPARED BY:Mark Lynch-Chief Client Officer 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:86A1923E-E304-4469-8242-7D261A53191F te m pest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 6 of 11 PREPARED BY:Mark Lynch-Chief Client Officer 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 Distribution Included g. Services Leads Management and Distribution Included h. Services Module Included i. Member/Partner Extranet Included j. Expense,In-Kind,Budgets,Rebate Tracking Included k. Meeting/Event Planner Extranet(Event Planner Role) Included I. FAM&Itinerary Builder Included 30 South 15th Street Suite 800 Philadelphia,PA 19102 •Office:800-274-8774 •Fax:800-274-8775 DocuSign Envelope ID:86A1923E-E304-4469-8242-7D261A53191F te m pest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 7 of 11 PREPARED BY:Mark Lynch-Chief Client Officer 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 Processing Included t. Inventory Management Included U. Media,Advertising,PR Tracking Included V. Surveys Included W. Email Campaigns-10,000 Email Credits Annually Included 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:86A1923E-E304-4469-8242-7D261A53191F te m pest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 8 of 11 PREPARED BY:Mark Lynch-Chief Client Officer 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:86A1923E-E304-4469-8242-7D261A53191F te m pest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 9 of 11 PREPARED BY:Mark Lynch-Chief Client Officer Schedulep. 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:86A1923E-E304-4469-8242-7D261A53191F te m pest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 10 of 11 PREPARED BY:Mark Lynch-Chief Client Officer • 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:86A1923E-E304-4469-8242-7D261A53191F te m pest Chapel Hill Convention&Visitors Bureau—iDSS CYCLONE—PAGE 11 of 11 PREPARED BY:Mark Lynch-Chief Client Officer 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 Tempest 501 West Franklin Street 30 South 15th Street Suite 800 Chapel Hill, NC 27516 Philadelphia,PA 19102 Mark Lynch Printed Name Printed Name Chief Client Officer Title/Position Title/Position MARK A GYuut Signature Signature 7/1/2019 Date Date 30 South 15th Street Suite 800 Philadelphia,PA 19102 •Office:800-274-8774 •Fax:800-274-8775 DocuSign Envelope ID:86A1923E-E304-4469-8242-7D261A53191F DATE(MM/DD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE 06/13/2019 7 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 Justworks Customer Success NAME: Doug Jones Justworks PHONE ggg 534-1711 FAX c/o Artex Risk Solutions, Inc. vc No EXt: ( ) A/c No 8840 E.Chaparral Rd.;Suite 275 E-MAIL ADDRESS: suC) ort ustworks.com pp Scottsdale,AZ 85250 INSURERS AFFORDING COVERAGE NAIC# INSURER A: American Zurich Insurance Company 40142 INSURED INSURER B: Justworks Employment Group LLC Labor Contractor,for co-employees of:Tempest Interactive Media LLC INSURER C: 601 W 26th St INSURER D: New York,NY 10001 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:19NY017966317 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 SUBR POLICY EFF POLICY EXP LIMITS LTR NSD WVD POLICYNUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ TED CLAIMS-MADE OCCUR PREM SESOEa oNcurrrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY F7 PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 A OFFICER/MEMBEREXCLUDED? N/A WC 11-23-986-01 06/01/2019 06/01/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 Location Coverage Period: 06/01/2019 06/01/2020 Client# 27054-PA DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) so-employees Tempest Interactive Media LLC only those c Coverage i provided for 30 S 15th Street Ste 1001 of,but not subcontractors Philadelphia, PA 19102 to: CERTIFICATE HOLDER CANCELLATION Tempest Interactive Media LLC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 30 S 15th Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Ste 1001 ACCORDANCE WITH THE POLICY PROVISIONS. Philadelphia, PA 19102 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and loao are registered marks of ACORD DocuSign Envelope ID:86A1 923E-E304-4469-8242-7D261 A53191 F V 11611La. �JJJL TEMPI DATE(MM/DD/Y ACORDTM CERTIFICATE OF LIABILITY INSURANCE YYY) 6/13/2019 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: R. Ivette Aponte (M)Wharton/Lyon&Lyon a/c°NN,El):973 992-5775 �c No, 9739926660 101 S. Livingston Avenue E-MAIL ADDRESS: isp onte whartoninsurance.com Livingston, NJ 07039 INSURER(S)AFFORDING COVERAGE NAIC# 973 992-5775 Continental Casualty Company 20443 INSURER A: Y P Y INSURED INSURER B: Tempest Interactive Media LLC., INSURER C Tempest, Inc., iDSS Global LLC INSURER D 30 S. 15th Street,Suite 1001 INSURERS: Philadelphia, PA 19102 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 CONTRACTOR 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 SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY B4031355889 1/26/2019 01/26/2020 EACH OCCURRENCE $1 OOO 000 CLAIMS-MADE � OCCUR PREMISES ERENTED ccr nce $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY JECTPRO- LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY B4031355889 1/26/2019 01/26/202 COEaMBINED ccidentS INGLE LIMIT $1I I 00O 000 a ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ B UMBRELLA LIAB X OCCUR B6046092784 1/26/2019 01/26/2020 EACH OCCURRENCE s2,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE s2,000,000 DED X RETENTION$1 O 000 $ WORKERS COMPENSATION N/A PER STATUTE OTH- AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A E&O B4031355889 01/26/2019 01/26/2020 2,000,000/2,000,000 Employee Liab B4031355889 01/26/2019 01/26/2020 1.000,000/2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Coverage is subject to policy terms, conditions and exclusions CERTIFICATE HOLDER CANCELLATION Evidence of Insurance SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S379136/M372030 RIA DocuSign Envelope ID:86A1923E-E304-4469-8242-7D261A53191F This page has been left blank intentionally.