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Home My WebLink About2023-540-E-Community Relations Dept-Emma by marigold-Email Text Communications11 LEA AVENUE NASHVILLE, TN 37210 Order Form ORDER INFORMATION Order Number: Q-78934 Order Created Date: 9/6/2023, 12:53 PM Prepared For: Orange County North Carolina Order Start Date: 11/1/2023 PRIMARY CONTACT Name: Todd McGee Email: tmcgee@orangecountync.gov Phone: 919-245-2302 Address: Orange County North Carolina 300 West Tryon Street P.O. Box 8181 Hillsborough, North Carolina 27278 United States BILLING CONTACT Name: Todd McGee Email: tmcgee@orangecountync.gov Phone: 919-245-2302 Address: 300 West Tryon Street P.O. Box 8181 Hillsborough, North Carolina 27278 United States ORDER TERMS By signing this Order Form, I confirm that the primary and billing contact information listed above is correct. Customer PO # (if required): Payment Term:Net 30 Quote Expiration Date:9/30/2023 Currency:USD Page 1 of 4 DocuSign Envelope ID: F2F416D6-49A5-477A-8B89-4229509616A7 Product Name Quantity Start Date End Date Monthly Sales Price Payment Frequency Total Sales Price Private Branding Add-On 1 11/1/2023 10/31/2024 USD 89.90 Annual USD 1,078.80 Emma Corporate 50,000 11/1/2023 10/31/2024 USD 899.00 Annual USD 10,788.00 Included SMS Credits 2,500 11/1/2023 10/31/2024 USD 0.00 One-Time USD 0.00 Custom Account Training 1 11/1/2023 10/31/2024 USD 0.00 One-Time USD 499.00 Period 1 Total Amount USD 12,365.80 This Order Form is governed by the Services Agreement located at www.meetmarigold.com/services-agreement/ (the "Agreement") and incorporated herein by reference. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. By signing below you acknowledge that, (a) you have read, understood and agree to the Agreement, (b) you have the authority to bind your company or other legal entity to this Order Form, and (c) you agree to pay the Fees set forth herein. Product Name Detail Emma Corporate Email solution that permits scheduling and sending of unlimited email campaigns to the number of Unique Contacts listed in the product table. Includes 10 sub-accounts, unlimited User credentials, and 6 role (user permission) types. A “Unique Contact” means each unique email address with a status listed as “Active” in the Audience section of Customer’s sub-accounts at any point during the calendar month. Unique email addresses archived prior to the start of a calendar month will not be considered a Unique Contact for that month. If a unique email address exists in multiple sub-accounts, it will only be counted once per parent account. Included SMS Credits Included SMS Credits may only be used with one subaccount. Notwithstanding anything to the contrary, unused Included SMS Credits will expire at the end of the Order Term, and will not renew. An “SMS Credit” means the number of credits used by the Customer for sending SMS messages. Not all SMS messages will cost one SMS Credit to send one SMS message to one Contact. The following is a non-exhaustive list of factors that may affect the number of SMS Credits needed to deliver one SMS message to one Contact: length of the SMS message, use of non-standard characters, location of the Contact, Contact’s carrier, or Customer’s use of personalization or merge variables. Customer agrees that Company’s records will solely determine the number of SMS Credits used to send SMS messages. Notwithstanding anything to the contrary in the Agreement, this Order Form hereby incorporates the Acceptable Use Policy available at https://www.meetmarigold.com/acceptable-use-policy (hereinafter, “AUP”) as may be updated from time to time. For clarity, any automatic renewal of this Order Form will constitute a new start date for purposes of the foregoing sentence. Any references to Acceptable Use Policy or AUP in the Agreement shall mean the foregoing AUP. Custom Account Training Kickoff call (15 minutes) | Screen-share training (two recorded one 1-hour screen shares) Page 2 of 4 DocuSign Envelope ID: F2F416D6-49A5-477A-8B89-4229509616A7 Overage Detail Emma Corporate Overage will be Invoiced at $0.03 (USD) per contact Renewal: Except where prohibited by applicable Law, this Ordering Document and all non-expiring items added during the course of the Order Term, shall automatically renew for additional periods equal in duration to the original Order Term or one year, whichever is greater, unless either party gives the other notice of non-renewal at least 30 days before the end of the Order Term (or, if applicable, any renewal of the Order Term). Fees at Renewal: Unless otherwise stated on this Order Form, fees for renewal terms will be set at 7% over the immediately preceding Order Term (exclusive of Sales tax) for the same products and quantities. Except any fees that are designated in this Order Form as promotional or ‘one-time’, no fee change will be effective until renewal of that Service. Upon expiration of the applicable Order Term, Customer will automatically be charged in accordance with the payment method specified on this Order Form for renewal unless Customer terminates its account in accordance with the Agreement. Pricing: The pricing and terms applicable to this Order Form are specific to the products, limits and volumes contained within this Order Form, and Customer remains subject to the terms and conditions in the Agreement for any use of the Services in excess of such products, limits, and volumes in this Order Form. Usage-Based Fees: Customer acknowledges and agrees that fees for certain features of the Services may be assessed based on Users’ actual usage of those features. Customer agrees to pay for Users’ usage of any such features. Taxes: All fees stated in this Order Form are exclusive of any applicable taxes ("Customer's Taxes"). If Company has the legal obligation to pay or collect Customer's Taxes, Company will invoice Customer and Customer shall pay for Customer's Taxes. If Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority, Company shall not invoice Customer for Customer's Taxes. Customer shall pay Customer’s Taxes according to Company's invoice with no reduction or offset in the amounts payable to Company. Customer shall promptly reimburse Company for any and all of Customer’s Taxes (and any applicable penalties) that Company is required to pay in connection with the Agreement upon receipt of Company’s invoice. Custom Terms: Notwithstanding anything to the contrary in the Agreement, for the purpose of this Order Form, the Agreement is hereby expressly amended as follows: A Section 13(O) (Non-Discrimination and Living Wage) is hereby added as follows: "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 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." Page 3 of 4 DocuSign Envelope ID: F2F416D6-49A5-477A-8B89-4229509616A7 Emma Orange County North Carolina Signature: \s2\ Signature: \s1\ Name: \n2\ Name: \n1\ Title: \t2\ Title: \t1\ Date: \d2\ Date: \d1\ Page 4 of 4 DocuSign Envelope ID: F2F416D6-49A5-477A-8B89-4229509616A7 9/25/2023 CRO John Gregitis Bonnie Hammersley 10/3/2023 County Manager Revised 04/23 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Emma by marigold Vendor Contact Person: John Gregitis Phone: 610-416-1318 Address: 11 Lea Ave. City Nashville State: TN Zip: 37210 Department: Community Relations Amount: $12,365.80 Purpose: Email/Text Communications Budget Code(s): 10212520-600000 Vendor # n/a Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 11/01/2023 End Date 10/31/2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ___________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: F2F416D6-49A5-477A-8B89-4229509616A7 9/26/2023 10/2/2023 10/3/2023 10/3/2023 DocuSign Envelope ID: F2F416D6-49A5-477A-8B89-4229509616A7