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HomeMy WebLinkAbout2020-905-E Economic Dev - AirDNA, LLC vacation rental analytics DocuSign Envelope ID: B068DOEB-3ECB-42B6-8BC8-CAFOECOE99C9 [Departmental Use Only] TITLE AirDNA, LLC FY 2020-2021 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a body politic organized under the laws of the State of North Carolina, (the "County"), and AirDNA, LLC having its principal place of business at 1523 151 St., Suite 200,Denver, CO 80202 (the"Provider"). WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the services set out below to the County in accordance with the terms of this Agreement,time being of the essence. The services or materials or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Data services in the field of vacation rentals analytics as futher detailed in Exhibit A. The term of this agreement rendered shall be from December 5, 2020 to December 4, 2021. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed Four Thousand Two Hundred, ($4,200.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Revised 07/20 1 DocuSign Envelope ID: B068DOEB-3ECB-42B6-8BC8-CAFOECOE99C9 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 be designated here N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemni : To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7. Entire Agreement and Signatures:a�tures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 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 I IA and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree this Agreement is governed by the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference and may be viewed at http://www.oran eg c�tync..og v/departments/purchasing division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider 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. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, Revised 07/20 2 DocuSign Envelope ID: B068DOEB-3ECB-42B6-8BC8-CAFOECOE99C9 North Carolina. Regardless of the outcome of said litigation each parry is responsible for its own costs and fees, including attorneys' fees. 10. 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. IN WITNESS WHEREOF,this Agreement is effective upon its execution by Orange County and the Provider. ORANGE COUNTY PROVIt)EF DocuSigned by: ocu igned by: By: $Uve By; C—ar—oAcozount. t.t,V'U_AS stWA, ,Oinector Title: Manager 200 S. Cameron St. Mercedes Serra,Key Account Manager P.O.Box 8181 1523 15th St., Suite 200 Hillsborough,NC 27278 Denver, CO 80202 Revised 07/20 3 DocuSign Envelope ID: B068DOEB-3ECB-42B6-8BC8-CAFOECOE99C9 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: AirDNA, LLC Party/Vendor Contact Person: Mercedes Serra Contact Phone: (720) 372-2318 Party/Vendor Address: 1523 15' St., Suite 200 City Denver State: CO Zip: 80202 Department: Econ. Dev./Visitors Bureau Amount: $4,200 Purpose: Data services in the field of vacation rentals anal, ics. Budget Code(s): 37600520 611000 Vendor#64903 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract Type: (Check one) New ❑ Renewal ® Amendment ❑ Effective Date 12/05/2020 Approved by Board Yes❑ No® Agenda Date:N/A This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: DocuSigned by: Department Director's Signature �✓l- F4►" Date:11/16/2020 Agreements for emergency services F&PtBhty subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: 5, DocuSign�,e�dJby. Office of the Chief Information Officer ,M 4 �''�''''^1' Date: 11/16/2020 C11 BA91 E73A64DF... Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: DocuSigned""by:''ll� Office of the Risk Management OfficeFjusa, 66VV�,llb Date:11/16/2020 7FDCF9176800498... Financial Services This instrument has been pre-audited in theDm.9 ee�rquired by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date:11/16/2020 7D4E5181ACC1409... Legal Services This agreement is approved as to legal form and sufficiency: ocuSigned by: ��``� � tyu 11/17/2020 Office of the County Attorney J� Date: EAA3D33ED8A8465... Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 4 DocuSign Envelope ID: B068DOEB-3ECB-42B6-8BC8-CAFOECOE99C9 Exhibit A DATA AGREEMENT This Data Agreement(the"Agreement"or"Data Agreement")states the terms and conditions that govern the contractual agreement between AirDNA,LLC having its principal place of business at 1523 15th St,Suite 200, Denver,CO 80202(the"Data Provider"),and Chapel Hill/Orange County Visitors Bureau(the"Client")who agrees to be bound by this Agreement. WHEREAS,the Data Provider offers data services in the field of vacation rentals analytics;and WHEREAS,the Client desires to retain the services of the Data Provider to render data services laid out below according to the terms and conditions herein. NOW,THEREFORE,In consideration of the mutual covenants and promises made by the parties hereto,the Data Provider and the Client(individually,each a"Party"and collectively,the"Parties")covenant and agree as follows: 1. TERM.This Agreement shall begin immediately and continue for a minimum period of 12 months. Following the initial 12-month period,this agreement will renew for a successive 12-month term each year unless cancelled by the Client in writing with a minimum 30-day notice prior to the end of each 12- month term. 2. DATA SERVICES.The Data Provider agrees that it shall provide its data to the Client for data analytics(the"Data Services"),specifically the following;and the Client reserves the right to select further add-on data services for an additional fee at any time. • Orange County Trend Report subscription • Market Summary Report subscription o Orange County,Chapel Hill,Hillsborough,Carrboro • MarketMinder Subscription o Chapel Hill,Hillsborough,Carrboro 3. COMPENSATION.The Client agrees to pay$350 per month,$4,200 annually 4. DELIVERY.The Data Provider will complete the first deliverable within 48 hours of the initial payment. 5. INTELLECTUAL PROPERTY RIGHTS.The Parties acknowledge and agree that the Data Provider retains intellectual property rights over the raw data transferred.The Client also agrees to AirDNA's Terms of Service as detailed here:https://www.airdna.co/terms. 6. USES.The Client agrees that the data provided is Restricted to uses for statistical and research purposes by internal employees of Chapel Hilt/Orange County Visitors Bureau.The Client will not publish or share the raw data with any third parties without the written consent of the Data Provider. 7. DISCLAIMER.The Client undertakes to understand the methodology behind the data gathering and as such,the Data Provider holds no liability as to the accuracy of the information.The Client understands that the information is gathered based on reasonable assumptions and the Client holds that the information is a directional estimation. 8. NO MODIFICATION UNLESS IN WRITING.No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties. 9. APPLICABLE LAW.This Data Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of California and subject to the exclusive jurisdiction of the federal and state courts located in Alameda County,California. IN WITNESS WHEREOF,each of the Parties has executed this Data Agreement,both Parties by its duly authorized officer,as of the day and year set forth below Ai ,LLC Chapel Hill/Orange County Visitors Bureau FD cuSigned by: IZZ' $41t#,111 Kellen Kruse Director of Business Development Date:December 5,2018 Steve Brantley Economic Development Director DocuSign Envelope ID: B068DOEB-3ECB-42B6-8BC8-CAFOECOE99C9 11/3/2020 2:53:55 PM A DATE(MM/DDIYYYY)`oRo° CERTIFICATE OF LIABILITY INSURANCE 11/3/2020 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 endorsements . PRODUCER CONTACT coo NAME: i of Tech 1nsu ranee A/CNNo EXt: (800)668-7020 FAX No): 877-826-9067 an��murean mmr� E-MAIL lechlnsurance ADDRESS: 30 N.LaSalle,25th Floor, Chicago, IL 60602 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Twin City Fire Insurance Company 29459 INSURED INSURER B: Airdna LLC INSURERC: 1507 Blake Street, Denver,CO,80202-1321 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTE CLAIMS-MADE � OCCUR PREMISES Ea occur ence $ 1,000,000 MED EXP(Any one person) $ 10,000 A Yes Yes 46SBMAA6879 6/15/2020 6/15/2021 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JECT PRO ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 15 Blake,L.L.C.,James McNab III and United Business Bank are included as Additional Insureds as their interest may appear with respect to the General Liability policy;Waiver of subrogation in favor of 15 Blake,L.L.C.,James McNab III and United Business Bank with regard to the general liability coverage.This insurance is primary and non-contributory to any other insurance provided as respects general liability coverage. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 15 Blake, L.L.C.,James McNab III and United Business Bank THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2455 Bennett Valley Road,Suite B-301,Santa Rosa,CA 95404. ACCORDANCE WITH THE POLICY PROVISIONS. 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