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HomeMy WebLinkAbout2022-024-E-Economic Dev-AirDNA-Data services in the field of vacation rentals analyticsRevised 06/21 1 [Departmental Use Only] TITLE AirDNA, LLC FY 2021-2022 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 1507 Blake Street, Denver, CO 80202 (the "Provider"). W I T N E S S E T H: 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 further detailed in Exhibit A. The term of this agreement rendered shall be from November 5, 2021 to November 4, 2022. 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 Eight Hundred, ($4,800.00). 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 DocuSign Envelope ID: FD3C4309-8EFB-44ED-BDB6-AE242E43DB16 Revised 06/21 2 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. Indemnity: 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: 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 11A 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.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider 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, DocuSign Envelope ID: FD3C4309-8EFB-44ED-BDB6-AE242E43DB16 Revised 06/21 3 North Carolina. Regardless of the outcome of said litigation each party 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 or 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 or non-appropriation of public funds. IN WITNESS WHEREOF, this Agreement is effective upon its execution by Orange County and the Provider. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. Sophie Barton, Team Leader of Account Mgmt. P.O. Box 8181 1507 Blake Street Hillsborough, NC 27278 Denver, CO 80202 DocuSign Envelope ID: FD3C4309-8EFB-44ED-BDB6-AE242E43DB16 Team Leader of Account Management Revised 06/21 4 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: AirDNA, LLC Party/Vendor Contact Person: Sophie Barton Contact Phone: (720) 372-2318 Party/Vendor Address: 1507 Blake Street City Denver State: CO Zip: 80202 Department: Econ. Dev./Visitors Bureau Amount: $4,800 Purpose: Data services in the field of vacation rentals analytics 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 11/05/2021 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No 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: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not 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: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ 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:_________ DocuSign Envelope ID: FD3C4309-8EFB-44ED-BDB6-AE242E43DB16 1/14/2022 1/14/2022 1/14/2022 1/18/2022 1/12/22, 10:28 AM Chapel Hill/Orange County CVB - Renewal of Trend Report + 4 Market Summary Reports https://app.hubspot.com/quotes/nHSl1jFkqC_IlK0TyD?print=true&autoprint=true 1/3 Chapel Hill/Orange County CVB - Renewal of Trend Report + 4 Market Summary Reports Reference: 20211129-165233717 Quote created: November 29, 2021 Quote expires: January 31, 2022 Quote created by: Sophie Barton sophie.barton@airdna.co Products & Services Item & Description Quantity Unit Price Total Trend Report + 4x Market Summary Reports Orange County, Carrboro, Chapel Hill & Hillborough 1 $4,800.00 $4,800.00 for 1 year Subtotals One-time subtotal $4,800.00 Total $4,800.00 CHAPEL HILL/ORANGE COUNTY VISITORS BUREAU 501 West Franklin Street Chapel Hill, NC 27516 United States ([KLELW$DocuSign Envelope ID: FD3C4309-8EFB-44ED-BDB6-AE242E43DB16 1/12/22, 10:28 AM Chapel Hill/Orange County CVB - Renewal of Trend Report + 4 Market Summary Reports https://app.hubspot.com/quotes/nHSl1jFkqC_IlK0TyD?print=true&autoprint=true 2/3 Purchase Terms 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 1507 Blake Street, Denver, CO 80202 (the “Data Provider”), and Orange County CVB (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 November 2020 and continue for a minimum period as indicated in the quotation above. 2. DATA SERVICES. The Data Provider agrees that it shall provide its data to the Client for data analytics (the “Data Services”). 3. COMPENSATION. The Client agrees to pay a minimum amount equal to the total indicated in this agreement. Payment is accepted by all major credit cards, debit cards, bank transfers and USD checks (checks denominated in non-USD currencies will not be accepted). 4. DELIVERY. The Data Provider will deliver the bulk of the Data Services within 48 hours of the initial payment. If AirDNA is storing data via S3 Bucket, this will only be retained for 45 days. The client is responsible for collecting the data in that time frame. 5. INTELLECTUAL PROPERTY RIGHTS. The Parties acknowledge and agree that the Data Provider retains intellectual property rights over the raw data transferred. 6. USES. The Client agrees that the data provided is Restricted to uses for statistical and research purposes by employees of Orange County CVB. The Client will not republish any of the Data Services or disclose to any third party 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 Colorado and subject to the exclusive jurisdiction of the federal and state courts located therein. 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. Signature Signature Date Printed name Questions? Contact me DocuSign Envelope ID: FD3C4309-8EFB-44ED-BDB6-AE242E43DB16 1/18/2022 Steve Brantley 1/12/22, 10:28 AM Chapel Hill/Orange County CVB - Renewal of Trend Report + 4 Market Summary Reports https://app.hubspot.com/quotes/nHSl1jFkqC_IlK0TyD?print=true&autoprint=true 3/3 Sophie Barton sophie.barton@airdna.co Airdna, LLC 1507 Blake Street Denver, CO 80202 United States DocuSign Envelope ID: FD3C4309-8EFB-44ED-BDB6-AE242E43DB16 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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. INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Certificate Of Insurance REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). TechInsurance 30 N. LaSalle, 25th Floor, Chicago, IL 60602 (800) 668-7020 877-826-9067 Airdna LLC 1507 Blake St, Denver, CO, 80202 Twin City Fire Insurance Company 29459 46SBMAA6879A 4 Yes 4 1,000,000 10,000 6/15/2022 1,000,000 1,000,0006/15/2021 2,000,000 2,000,000 Certificate Holder is named as Additional Insured as their interests may appear in regards to general liability when required by written contract. This insurance is primary and non-contributory to any other insurance provided as respects general liability coverage. Orange County P.O. Box 8181, Hillsborough, NC 27278 12/13/2021 4 10764148 Airdna LLC 12/13/2021 3:33:35 PMDocuSign Envelope ID: FD3C4309-8EFB-44ED-BDB6-AE242E43DB16