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HomeMy WebLinkAbout2022-246-E-Visitor Bureau-Tempesti-DSS-Sales Database for Group Meeting BusinessRevised 06/21 1 [Departmental Use Only] TITLE iDSS/Tempest FY 2022-2023 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 27th day of June, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Tempest, Inc., for itself and on behalf of all its subsidiaries and controlled affiliates including iDSS Global LLC, Tempest Interactive Media LLC and any other present and future subsidiaries and affiliates (collectively "Tempest" and each a "Member" of Tempest having an address of 30 South 15th Street, Suite 1001, 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): iDSS Cyclone Subscription 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 DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C Revised 06/21 2 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and 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 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. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C Revised 06/21 3 with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 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 attached Exhibit 1 4. Duration of Services a. Term. The term of this Agreement shall be from July 1 2022 to June 30, 2023. 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 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, 2022. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Six Thousand Dollars ($6000.00). Payment for satisfactorily performed 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 who shall have the authority to render decisions within guidelines established by the County Manager or the County DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C Revised 06/21 4 Board of Commissioners and who 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 a. Indemnity. To the extent authorized by North Carolina law 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. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C Revised 06/21 5 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. 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. 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 DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C Revised 06/21 6 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.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the p erformance 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 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 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. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state 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 DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C Revised 06/21 7 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, CHOCVB Tempest/iDSS Global, LLC P.O. Box 8181 30 S. 15th St., Suite 1001 Hillsborough, NC 27278 Philadelphia, PA 19102 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C Revised 06/21 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Matt Kurke, CFO Printed Name and Title DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C 6/28/20226/29/2022 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Tempest/iDSS Party/Vendor Contact Person: Mark Lynch Contact Phone: (800) 274-8774 Party/Vendor Address: 30 South 15th Street., Suite 1001 City Philadelphia State: PA Zip: 19102 Department: Economic Development/Visitors Bureau Amount: $6000.00 Purpose: Sales Database for Group Meeting Business Budget Code(s): 37600520-620000 Vendor # 62805 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7/1/2022 Approved by Board Yes No Agenda Date: N/A --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and co ntent 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 sufficie ncy 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 co pies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C 6/28/2022 6/28/2022 6/29/2022 6/29/2022 iDSS CYCLONE SOW :PAGE 1 of 8 PREPARED BY Mark Lynch, Chief Client Officer Schedule A: iDSS Cyclone Statement of Work Background This Statement of Work (“SOW”) is dated 07/01/2022(“SOW Effective Date”) by and between Chapel Hill/Orange County Visitors Bureau (“Client”) and iDSS Global LLC (“Company,” a Member of Tempest, Inc.) pursuant to the Master Services Agreement with the MSA Effective Date of 07/01/2022 between the client and the Company (the “Agreement” or “MSA”). The parties agree that this SOW, along with the MSA and other Statements of Work incorporated by reference therein, form a binding agreement between the parties relating to all services to be provided by the Company. The Parties further agree that the MSA shall control in the event of any inconsistencies between this or any other Statement of Work and the MSA, unless the SOW otherwise specifically overrides the MSA pursuant to Section 1.2 of the MSA. Definitions a.“Client Support”means Company acknowledgement and response to telephone calls and emails from Client asking questions about iDSS Cyclone or requesting help in using iDSS Cyclone. b.“Fees”means the fees for the license to use the iDSS Cyclone and for the Services as set forth in the Fee Schedule. c. “Standard Reports” means the standard reports available in the iDSS Cyclone for use by Client. d. “Users” means anyone logging into and using the iDSS Cyclone. e. “Email Credit” means one email credit is equal to one email sent to one email recipient from iDSS Cyclone through the iDSS Email Campaigns Feature. f. “iDSS Legacy Version” means iDSS Version 8 or other prior versions. g.“iDSS Cyclone”means iDSS Cyclone Version 1. 30 SOUTH 15TH STREET | SUITE 1001 | PHILADELPHIA, PA 19102 |P:+1.800.274.8774 |F:+1.800.274.8775 | TEMPEST.iM EXHIBIT 1DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C iDSS CYCLONE SOW :PAGE 2 of 8 PREPARED BY Mark Lynch, Chief Client Officer Fee Schedule ONGOING COSTS (recurring on a yearly basis) iDSS CYCLONE SUBSCRIPTION FEE $6,000.00 TOTAL ONGOING COSTS $6,000.00 30 SOUTH 15TH STREET | SUITE 1001 | PHILADELPHIA, PA 19102 |P:+1.800.274.8774 |F:+1.800.274.8775 | TEMPEST.iM DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C iDSS CYCLONE SOW :PAGE 3 of 8 PREPARED BY Mark Lynch, Chief Client Officer PROFESSIONAL SERVICES CONSULTING SERVICES $125.00/hour CUSTOM REPORT AND REPORT DEVELOPMENT SERVICES $125.00/hour CUSTOM FEATURE AND INTEGRATION DEVELOPMENT SERVICES $125.00/hour CREATIVE AND DESIGN SERVICES $125.00/hour DATA UPDATE, TRANSFORMATION AND CLEANSING SERVICES $125.00/hour EMAIL CREDITS $.009/credit ONSITE TRAINING $1,000 per trainer per day 30 SOUTH 15TH STREET | SUITE 1001 | PHILADELPHIA, PA 19102 |P:+1.800.274.8774 |F:+1.800.274.8775 | TEMPEST.iM DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C iDSS CYCLONE SOW :PAGE 4 of 8 PREPARED BY Mark Lynch, Chief Client Officer iDSS Cyclone Subscription Fee a.iDSS Cyclone Subscription Fee.Through payment of this fee,the Client has the right to continued use of iDSS Cyclone during the Initial term and any Renewal Term.This fee includes regular upgrades and client support.The iDSS Cyclone fee is locked in for the Initial Term period with the exception of adding users.Company shall send an invoice for iDSS Cyclone Subscription Fee at the SOW Effective Date.iDSS Cyclone Subscription Fees will be billed in advance of the SOW Effective Date anniversary for each year. Professional Services Company provides the following professional services beyond the scope of this SOW at the rates outlined in the fee schedule. a.Consulting Services.Company offers best practice consulting to assist Client in streamlining processes, auditing internal processes,and reinforcing best practices.Company offers this additional professional service at the rate outlined in the fee schedule.This service can be performed on-site with a minimum of eight (8)hours and the Client agrees to pay all documented Travel Related Expenses and out-of-pocket expenses per the Master Service Agreement,Section 2.1.This service can also be performed remotely, billable by the hour with a minimum of four (4) hours. b.Custom Report Development Services.Company makes available a wide variety of standard reports included in iDSS Cyclone. Company may also prepare custom reports if Client requests at their expense. Company offers this additional professional service at the rate outlined in the fee schedule. Company will begin development of the report upon receiving a signed request or email from Client, describing the specifications, and approving the timeline and estimated fees. c.Custom Feature and Integration Development Services.Company offers this additional professional service at the rate outlined in the fee schedule. If the requested feature is a possible customization, Company will begin customizing the feature upon receiving a signed request or email from Client, describing the specifications, and approving the timeline and estimated fees. d.Creative and Design Services.Company offers additional Creative and Design services beyond what is covered in the Scope Of Services in this SOW. Company offers this additional professional service at the rate outlined in the fee schedule. Company will begin the Creative and Design services upon receiving a signed request or email from Client, describing the specifications, and approving the timeline and estimated fees. e.Data Update, Transformation, and Cleansing Services.Company offers additional Data Updates, Transformation and Cleansing services beyond what is covered in the scope of services in this SOW. Company offers this additional professional service at the rate outlined in the fee schedule. Company will begin the data update, transformation and cleansing services upon receiving a signed request or email from Client, describing the specifications, and approving the timeline and estimated fees. 30 SOUTH 15TH STREET | SUITE 1001 | PHILADELPHIA, PA 19102 |P:+1.800.274.8774 |F:+1.800.274.8775 | TEMPEST.iM DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C iDSS CYCLONE SOW :PAGE 5 of 8 PREPARED BY Mark Lynch, Chief Client Officer f.Email Credits.iDSS Cyclone includes the iDSS Email Campaigns feature that allows users to design and distribute email campaigns. Email Credits can be purchased in blocks of 50,000 Email Credits 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. g.Onsite Training.Company offers additional onsite training beyond what is covered in the scope of services in this SOW.Company offers this additional onsite training at the rate outlined in the fee schedule.Additional training can be performed onsite with a minimum of one (1)day and the Client agrees to pay all documented Travel Related Expenses and out-of-pocket expenses per the Master Service Agreement, Section 2.1. SCOPE OF SERVICES SCOPE OF SERVICES iDSS CYCLONE CORE SUBSCRIPTION (including iDSS Email Campaigns (10,000 annual Email Credits, iDSS Extranet)INCLUDED 30 SOUTH 15TH STREET | SUITE 1001 | PHILADELPHIA, PA 19102 |P:+1.800.274.8774 |F:+1.800.274.8775 | TEMPEST.iM DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C iDSS CYCLONE SOW :PAGE 6 of 8 PREPARED BY Mark Lynch, Chief Client Officer Term and Renewal 1.Initial Term.The initial term of this SOW shall commence on the SOW Effective Date and shall continue until the conclusion of a period of one (1)year (the “Initial Subscription Period”) . 2.Automatic Renewal.This SOW shall NOTautomatically renew. 3.Notice of Non-Renewal.This SOW shall NOT automatically renew. 4.Termination. i.Termination by either party upon Breach.Company or Client has the right for immediate termination of this SOW and the Services upon breach of the SOW, including its Exhibits if such breach is not cured within 30 days of written notice of such breach. ii.Termination by Tempest.Company may terminate this SOW and all Services immediately without notice if Client fails to pay Fees when due and owing or Tempest determines that Client is not in compliance with any of the material terms contained in this SOW or in the MSA. 5.Pricing.Company expressly reserves the right to change the rates charged hereunder for the Services at the beginning of any Renewal Term, provided that Company notifies Client of any such proposed rate increase not less than ninety (90) days prior to the commencement of any Renewal Term. 6.Subsequent SOW.Any subsequent duly executed SOW may supersede and override the terms and conditions in this section relating to the Initial Term and Renewal Term(s) if the subsequent duly executed SOW expressly states different terms and conditions relating to the Initial Term and Renewal Term(s). 30 SOUTH 15TH STREET | SUITE 1001 | PHILADELPHIA, PA 19102 |P:+1.800.274.8774 |F:+1.800.274.8775 | TEMPEST.iM DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C iDSS CYCLONE SOW :PAGE 7 of 8 PREPARED BY Mark Lynch, Chief Client Officer SCHEDULE B: ANTI-SPAM POLICY Company 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 the 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 the Company. 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 ten (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. ●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 1001 | PHILADELPHIA, PA 19102 |P:+1.800.274.8774 |F:+1.800.274.8775 | TEMPEST.iM DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C iDSS CYCLONE SOW :PAGE 8 of 8 PREPARED BY Mark Lynch, Chief Client Officer Please sign in the appropriate location below, and return the signed SOW to us by fax or mail. Chapel Hill/Orange County Visitor Bureau 308 W. Franklin Street Chapel Hill, NC 27516 iDSS Global, LLC. (A Member of Tempest, Inc.) 30 S. 15th St. Suite 1001 Philadelphia, PA 19102 Printed Name Printed Name Title / Position Title / Position Signature Signature Date Date 30 SOUTH 15TH STREET | SUITE 1001 | PHILADELPHIA, PA 19102 |P:+1.800.274.8774 |F:+1.800.274.8775 | TEMPEST.iM DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C Matt Kurke 6/28/2022 CFO 6/29/2022 Bonnie Hammersley County Manager SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/23/2022 Wharton/Lyon &Lyon PO Box 1660 Livingston NJ 07039 R.Ivette Aponte 973-863-2820 9739926660 iaponte@whartoninsurance.com License#:BR-787709 Continental Casualty Company 20443 TEMPINT-01 CNA 35289TempestInteractiveMediaLLC., Tempest,Inc.,iDSS Global LLC,&Destination Sign 30 S.15th Street,Suite 1001 Philadelphia PA 19102 1239874327 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X Y Y B4031355889 1/26/2022 1/26/2023 4,000,000 A 1,000,000 X X B4031355889 1/26/2022 1/26/2023 B X 2,000,000 X B6046092784 1/26/2022 1/26/2023 2,000,000 X 10,000 A A Professional Liability /Cyber Employee Benefits Liability B4031355889 B4031355889 1/26/2022 1/26/2022 1/26/2023 1/26/2023 $5,000,000 $2,000,000 Coverage is subject to policy terms,conditions,and exclusions. Chapel Hill/Orange County Visitor Bureau 501 W.Franklin Street Chapel Hill NC 27516 DocuSign Envelope ID: EDAD2931-0920-4D6F-86B1-57DF7F781E3C