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HomeMy WebLinkAbout2024-057-E-Visitors Bureau-Clean-Marketing and Communications ManagementRevised 04/23 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this fourth day of December 2023 by and between ORANGE COUNTY (hereinafter referred to as “County”) and Clean, INC (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated July 1, 2023, (hereinafter the “Original Agreement”), for the provision of services for marketing and communications management; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of 06/30/2024. 2. Exhibit 1 to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: CVENT contract to be paid by Clean will be upgraded to include additional advertising clicks at a prorated amount to cover 12/1/2023-06/30/2024. See attached Exhibit 2. 3. Article 5, Section a is amended to reflect a maximum payable not-to-exceed amount of five hundred eighty eight thousand ninety seven and 50/100 dollars ($588,097.50). 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Bonnie Hammersley Lee Davis, CEO County Manager Clean, Inc. DocuSign Envelope ID: 9B17AE47-7170-4AB0-9270-E4000CD67956 1/24/20241/29/2024 Revised 04/23 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Clean, Inc Vendor Contact Person: Lee Davis Phone: 919-544-2193 Address: 806 McCulloch Street, Suite 102 City Raleigh State: NC Zip: 27603 Department: Econ Dev/Visitors Bureau. Amount: $588,097.50 Purpose: Marketing and Communications Management Budget Code(s): 37600520-600000 Vendor # 60897 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: July 1, 2023) (Most Recent Amendment ) Effective Date 07/01/2023 End Date 06/30/2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 01/16/2024); 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: 9B17AE47-7170-4AB0-9270-E4000CD67956 1/24/2024 1/29/2024 1/29/2024 1/29/2024 Additional Purchase within Existing Agreement Customer: Chapel Hill/Orange County Visitors Bureau  Cvent, Inc. Billing Address: 806 McCulloch St. Suite 102 Raleigh, NC 27603 1765 Greensboro Station Place, 7th Floor Tysons Corner, VA 22102 Billing Dept. Phone: 703.226.3522 Billing Dept. Email: Receivables@cvent.com Software, Enhanced RFP Services, Paid Advertising, Analytics, Fees and Usage Totals YEAR 1: 12/1/2023 - 6/30/2024 Total Price Before Discount USD 11,837.51 Discount USD -947.99 TOTAL FEES PAYABLE in USD*USD 12,785.50 YEAR 1: 12/1/2023 - 6/30/2024 Listing Advertisement(s), Software, Services and CONNECT Quantity Service Term Fee CSN Advertising - 2 Diamond - 1 12/1/2023 - 6/30/2024 USD -9,084.07 CSN Advertising - 3 Diamond 1 12/1/2023 - 6/30/2024 USD 18,629.57 Retargeting Ads Quantity Service Term Net Total Price CSN Advertising - Google Display ADs - Geo-Targeting - Landing Page On Cvent Adding an additional 300 clicks to the existing 500 clicks = 800 clicks total. 300 12/1/2023 - 6/30/2024 USD 3,240.00 Contract Term The term is 12/1/2023 to 6/30/2025.Except as herein provided, the terms of the original Agreement remain the same and there is no impact on fees or services agreed upon to date.  Exhibit 2DocuSign Envelope ID: 9B17AE47-7170-4AB0-9270-E4000CD67956 Billing Contact Details: Billing Address:Service Address: Name: Jessica Herrschaft Street: 806 McCulloch St. Suite 102 Street: 501 West Franklin Street Title: Senior Media Analyst City: Raleigh  City: Chapel Hill   Email: jherrschaft@cleaninc.com State: NC  State: NC   Phone: +19199682060 Zip Code: 27603 Zip Code: 27516   Country: US Country: US  Update Billing Contact Details ( Only if the Billing Contact details are incorrect )  /poc1/ /poc2/  /poc3/ /poc4/ Page 2 of 4 DocuSign Envelope ID: 9B17AE47-7170-4AB0-9270-E4000CD67956  /poc5/ /poc6/  /poc7/ /poc8/  /poc9/ /poc10/  /poc11/ /poc12/  /poc13/ /poc14/   Page 3 of 4 DocuSign Envelope ID: 9B17AE47-7170-4AB0-9270-E4000CD67956 Cvent Signatory Customer Signatory Signatory represents that s/he is the authorized to bind the Supplier entity listed above. Name:       /n3/ Name: /n1/ Title: Regional Account Director, Hospitality Cloud Title:   /t1/ Email: cwhitman@cvent.com   Email: jherrschaft@cleaninc.com   Phone: +1 (571) 378-6188   Phone: +19199682060       Signature: /s3/     Signature: /s1/ Date Signed:           /d3/ Date Signed:           /d1/          Additional Customer Signatory Signatory represents that s/he is the authorized to bind the Supplier entity listed above.  Name: /n2/  Title:  /t2/     Email:     Phone:           Signature: /s2/  Date Signed:          /d2/         Page 4 of 4 DocuSign Envelope ID: 9B17AE47-7170-4AB0-9270-E4000CD67956 05/26/2023 Sentinel Risk Advisors LLC 4700 Six Forks Road Suite 200 Raleigh NC 27609 Barbie Brown (919) 926-4623 (919) 926-4664 bbrown@sentinelra.com Clean Design, Inc. 806 McCulloch Street, Suite 102, Raleigh NC 27603 Hartford Underwriters Ins. Co.30104 Accident Fund Insurance Company of America 10166 United States Liability Ins. Co.25895 CL234515797 A Y 22 SBA AK4H6B 03/26/2023 03/26/2024 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 Employee Benefits 1,000,000 A 22 SBA AK4H6B 03/26/2023 03/26/2024 1,000,000 A 10,000 22 SBA AK4H6B 03/26/2023 03/26/2024 2,000,000 2,000,000 B N AF WCP 100081801 01/01/2023 01/01/2024 1,000,000 1,000,000 1,000,000 C Professional Liability SP 1559388H 03/26/2023 03/26/2024 Occurence Limit $2,000,000 Aggregate Limit $2,000,000 Orange County, its officers, agent and employees are included as an Additional Insured on General Liability Coverage per written contract. Orange County 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 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 belowIf 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 HIREDAUTOS ONLY DocuSign Envelope ID: 9B17AE47-7170-4AB0-9270-E4000CD67956 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 10 18 Page 1 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or DocuSign Envelope ID: 9B17AE47-7170-4AB0-9270-E4000CD67956 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 10 18 Page 2 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained in Paragraphs (d) or (f); or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1)Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1)Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: (a)This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, service. (b)This insurance does not apply to "bodily injury" or "property damage" included within the "products- e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or DocuSign Envelope ID: 9B17AE47-7170-4AB0-9270-E4000CD67956 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 10 18 Page 3 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party (1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work" and included within the "products-completed operations hazard", but only if: (i)The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, described in Paragraphs f.(2)(a) or f.(2)(b) above. DocuSign Envelope ID: 9B17AE47-7170-4AB0-9270-E4000CD67956