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HomeMy WebLinkAbout2024-483-E-Visitors Bureau-Sonark Media-Sponsored video production and programmingRevised 01/24 1 [Departmental Use Only] TITLE Sonark sponsorship FY 2024-2025 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of July, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Sonark Media, Inc, (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): Sponsorship of video production and programming titled Sonark Sessions: Live From the Barn, 10 Episodes for Season One to air on PBS NC and The North Carolina Channel 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 with applicable federal, state and local laws and regulations applicable to the Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Revised 01/24 2 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) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits, or addenda. 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 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. Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Revised 01/24 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Exhibit A, Schedule 1 and 3 4. Duration of Services a. Term. The term of this Agreement shall be from August 1, 2024 to July 31, 2025. 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 August 1, 2024. 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 One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). b. 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). c. 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. d. 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: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Revised 01/24 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. In addition to termination for cause, this Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. If this Agreement is terminated for its convenience the County shall not be entitled to reimbursement of amounts paid pursuant to 5.a. 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 Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Revised 01/24 5 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 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 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 Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Revised 01/24 6 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 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County 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 performance 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. Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Revised 01/24 7 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 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 Sonark Media, Inc P.O. Box 8181 913 Borland Road Hillsborough, NC 27278 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Revised 01/24 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: _________________________________ Travis Myren, County Manager By: __________________________________ Steven Raets, CEO Printed Name and Title Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E 7/29/20248/7/2024 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Sonark Media, Inc Vendor Contact Person: Steven Raets Phone: 919-452-9849 Address: 913 Borland Road City Hillsborough State: NC Zip: 27278 Department: Econ Dev./Visitors Bureau Amount: $150,000.00 Purpose: Sponsored video production and programming Budget Code(s): 37600520-600000 Vendor # 68561 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 08/01/2024 End Date 07/31/2025 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. This agreement is approved as to technical form and content. 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: Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E 7/29/2024 7/31/2024 8/1/2024 8/1/2024 Revised 01/24 10 Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Sonark Sponsorship AgreementPage 1 of 10 EXHIBIT A 1 SPONSORSHIP AGREEMENT This Sponsorship Agreement (the “Agreement”) is made on August 1, 2024 (“Effective Date”) by and between: SONARK MEDIA, INC. 913 Borland Road Hillsborough, NC 27278 (“Sonark”) ORANGE COUNTY VISITORS BUREAU ADDRESS (“Sponsor”) 2 Each a “Party” and collectively, the “Parties”. 3 Sponsorship Term: 4 August 1, 2024 – July 31, 2025 5 Territory: 6 Worldwide. 7 Recitals WHEREAS, Sonark is a company in the business of producing audio-visual content embodying the musical performances of various artists. WHEREAS, Sponsor is a bureau providing information and assistance to those interested in visiting the communities of Orange County, NC including the towns of Chapel Hill, Carrboro, and Hillsborough. WHEREAS, The Parties wish to jointly co-operate with respect to the sponsorship by Sponsor of Sonark’s television production that is broadcast on the North Carolina PBS station (the “Sponsored Production”) as further set forth and described on Schedule 3. The Parties agree as follows: 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: 1.1. “Sonark” – includes any person, partnership, joint venture, corporation or other form of enterprise that directly or indirectly controls, is controlled by, or is under common control with Sonark. A person, partnership, joint venture, corporation or other form of enterprise, shall be deemed to have control if they have the power to direct or cause the direction of the management and policies, whether through the ownership of voting securities, by contract or otherwise. 1.2. “Episode(s)” – each individual episode of the Sponsored Production aired during the Sponsorship Term. 1.3. “Intellectual Property” or “IP” includes but is not limited to any patent, copyright, design right, trade mark, service mark, trade dress, trade name, goodwill, geographical indication, image rights, moral rights, integrated circuit layout-design right, know-how, confidential information, trade secret, any application (whether pending, in process or issued) for any of the foregoing, and any other industrial, intellectual property or protected right similar to the foregoing (whether registered, registrable or unregistered) in any country and in any form, media, or technology now known or later developed. 8 1.4. “Sponsor Content” – the thirty second (00:30) sponsorship content produced by Sponsor for inclusion by Sonark in the Sponsored Production. Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Sonark Sponsorship AgreementPage 2 of 10 1.5. “Pre-existing IP” means all Intellectual Property owned or licensed by a Party (a) before commencing any services or development work in connection with this Agreement; or (b) independent of this Agreement. 1.6. “Marks” – trademarks, trade names, service marks, images, logos, photographs and any other mark owned or controlled by the Parties. 1.7. Words importing the singular include the plural and vice versa. 1.8. Headings are for ease of reference only and have no legal effect and reference to Clauses and Schedules are to clauses of and schedules to this Agreement. 2. Obligations & Sponsorship Fees 2.1. During the Sponsorship Term, Sonark shall ensure the performance of the obligations set out in Schedule 1. 9 2.2. In consideration of the proper performance of the obligations of Sonark under this Agreement, Sponsor agrees to provide the fees (“Sponsorship Fees”) detailed in Schedule 2. 3. Payment 3.1. Invoicing. Where a payment is due from Sponsor, Sonark shall send an invoice to Sponsor and payment will be submitted directly to Sonark’s financial institution. The invoice shall be paid by the date that is the later of the 30 days following the date the applicable invoice is received or 30 days from the invoice date. 10 3.2. Tax Treatment. Any value added, goods and services, or similar tax imposed by any government, statutory or tax authority shall be borne solely by the Sonakr. If Sponsor is obliged to withhold tax at source in connection with the amounts due under this Agreement, Sponsor will withhold and pay such withholding taxes to the appropriate tax authority on behalf of Sonark and pay Sonark the net amount after deduction of the applicable withholding tax. Sponsor must provide Sonark with properly executed documentation, certificates or receipts evidencing payment of such withholding tax. Sponsor will reasonably cooperate with Sonark to minimize withholding taxes. 4. License Grant 4.1. License Grant to Sponsor Marks. (a) During the Sponsorship Term, Sponsor hereby grants to Sonark (i) a non-exclusive, irrevocable license to reproduce, display and/or affix the Sponsor Marks solely for the purposes set out in this Agreement in the Territory provided always that such use of the Sponsor Marks shall always be subject to Sponsor’s prior written approval, which approval shall not be unreasonably withheld, and (ii) an irrevocable license to embody the Sponsor Content in each Episode as further set forth herein; and (b) Sponsor hereby grants to Sonark a non-exclusive, irrevocable, worldwide license to reproduce, reshare, retweet, display and/or promote the Sponsor Marks and the Sponsor Content on Sonark’s website, social channels and/or any other Sonark owned platforms solely for the purposes set out in this Agreement in the Territory. Sponsor Marks that have been archived or affixed during the Sponsorship Term (including in the Productions) shall not be affected by the termination of the license. 11 4.2. Ownership. Sponsor acknowledges that Sonark owns the Sonark brand and all Intellectual Property rights (as owner or licensor) embodied in or as used in connection with the Productions, including the Sonark Marks, registered or otherwise. Sponsor shall not perform any act or cause any act to be performed that challenges, contests, impairs or invalidates any of Sonark's rights in the Sonark Marks Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Sonark Sponsorship AgreementPage 3 of 10 or any registrations derived from such rights at any time during or after the Sponsorship Term. Sonark acknowledges that Sponsor owns the Sponsor brand and all Intellectual Property rights (as owner or licensor) embodied in or as used in connection with the Sponsor Content, including the Sponsor Marks, registered or otherwise. Sonark shall not perform any act or cause any act to be performed that challenges, contests, impairs or invalidates any of Sponsor's rights in the Sponsor Marks or any registrations derived from such rights at any time during or after the Sponsorship Term. 4.3 Rights in Productions. All right, title and interest, including copyrights, in and to the Productions (excluding any of the Sponsor IP) shall be owned and controlled by Sonark, and Sonark shall have the full, unencumbered right to produce, distribute, license, sell, broadcast, stream and re-broadcast each Episode through all channels and all means anywhere in the Territory, including, but not limited to, on PBS stations. 5. Branding 5.1. Sponsor agrees that Sonark shall have editorial say and approval over the Sponsor Content, provided that Sponsor follows the guidelines provided by Sonark, which may be updated from time to time.. Sponsor shall provide copies of each version of Sponsor Content to Sonark for Sonark’s reasonable review prior to inclusion in the Productions. 12 5.2. The Parties shall co-operate in good faith on all announcements regarding this Agreement and the inclusion of Sponsor Content in the Productions. Sponsor shall ensure that it shall not issue any announcement regarding this Agreement and/or the Productions, without first consulting and obtaining the approval of Sonark. 6. Category Exclusivity 6.1. Throughout the Sponsorship Term, Sponsor shall ensure that it exclusively sponsors Sonark and the Productions and shall not sponsor any similar or competing television productions broadcasting live musical performances. 6.2 Sponsor shall inform Sonark and keep Sonark informed of all sponsorships received from third parties during the Sponsorship Term and address any concerns of Sonark relating to potentially prejudicial impact of any of the said third party sponsorships. 7. Warranties 7.1. Right to Enter into Agreement. Sponsor represents and warrants to Sonark that it has the right and power to enter into this Agreement as well as to grant the licenses provided in this Agreement, and that it has procured all rights, permissions and approvals necessary for the performance of its obligations and the licenses granted under this Agreement. Sonark represents and warrants to Sponsor that it has the right and power to enter into this Agreement, and that it has procured all rights, permissions and approvals necessary for the performance of its obligations and the licenses granted under this Agreement. 13 7.2. Breach. The Parties each represent and warrant that it shall be fully responsible for any breach of the obligations and/or warranties set out in this Agreement, or other acts or omissions, whether based in contract or tort. 7.3. Material Disclosures and Compliance with FTC Guidelines. When producing the Sponsor Content, the Sponsor must clearly disclose its material connection with Sonark, including the fact that the Sponsor was given any consideration, was provided with certain experiences or is being paid for a particular service. Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Sonark Sponsorship AgreementPage 4 of 10 8. Indemnity & Liability 8.1. Indemnification. Each Party will defend, indemnify, and hold the other Party and its officers, directors, shareholders, subsidiaries, employees and agents harmless from and against any and all losses, damages, claims, liabilities and expenses (including legal fees), suffered or incurred as a result of or in connection with any breach by the indemnifying Party of the obligations and/or warranties set out in this Agreement, or other acts or omissions, whether based in contract or tort. 14 8.2. Limit of Liability. Sponsor’s aggregate liability for all incidents of claim under this Agreement shall not exceed one half of all or any sums paid by Sonark pursuant to this Agreement. 9. Confidentiality 15 9.1. Each party acknowledges that oral and/or written confidential information may be disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Sponsorship, including technology, ideas, know how, processes, inventions, trade secrets, designs, research, business methods, business operations, finances, production plans, product release plans, marketing plans and/or strategies. Each party agrees that the Receiving Party will not disclose any such confidential information of the Disclosing Party to any third party without the prior written approval of the Disclosing Party; provided that confidential information shall not include information which (i) is in the public domain at the time of disclosure or becomes part of the public domain not through Receiving Party’s act or omission, (ii) was obtained by Receiving Party prior to disclosure from a third party not subject to non- disclosure obligations, (iii) is independently developed by Receiving Party, or (iv) is required to be disclosed by law or pursuant to a written order by competent authorities. 16 9.2. The confidentiality obligations shall survive for a period of three (3) years from the end of the Sponsorship Term. 10. Intellectual Property Rights 10.1. All Intellectual Property developed solely by one Party without any input or contribution from the other Party shall be the sole and exclusive property of the first Party, and the first Party shall retain all rights and title thereto. 17 10.2. All Intellectual Property developed by Sonark or jointly by the Parties in connection with this Agreement shall be the property of Sonark. Nothing in this Agreement shall be construed as providing to Sponsor any right, license or permission to deal with Sonark’s Intellectual Property. For the avoidance of doubt, all right, title and interest, including copyright, in and to the Productions shall be owned solely by Sonark. 11. Expiry or Termination 11.1. Default. If either Party defaults in the performance of any provision of this Agreement, then the other Party may give written notice to the defaulting Party requiring the default to be cured, and if the default is not cured within fourteen (14) days of the notice, this Agreement shall, without prejudice to any right to damages, automatically terminate at the end of the period. 18 19 11.2. Survival. All provisions of this Agreement, which by their nature extend beyond expiry or termination of this Agreement, shall remain in full force and effect notwithstanding the expiry or termination of this Agreement. Expiry or termination shall not affect any accrued rights or liability. Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Sonark Sponsorship AgreementPage 5 of 10 11.5 Extension. Upon the expiration of the Sponsorship Term, Sponsor shall have a first right of refusal to continue as Sonark’s sponsor of the Sponsored Production for one (1) additional year (“Extension Term”). Sponsor must notify Sonark no later than sixty (60) days prior to the expiration of the Sponsorship Term that it desires to negotiate exclusively with Sonark with regard to an Extension Term. Upon receipt of such notice, the Parties agree to negotiate exclusively regarding an Extension Term for up to thirty (30) days (“Negotiation Period”). Sonark shall not negotiate with any third party with respect to sponsorship of the Productions during the Negotiation Period. 20 12. Miscellaneous 12.1. Relationship. The Parties are independent contractors without the power to bind, contract or commit the other Party, and will represent themselves to any third parties only as such. 12.2. Non-Waiver. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or any other right, power or privilege. 12.3. Severability. If any provision herein is found by a court of competent jurisdiction to be void or unenforceable, the provision shall be modified as necessary to conform to such laws or, if such modification would destroy the intent of the Parties, the provision shall be severed from this Agreement, and this Agreement shall be interpreted without reference to the severed provision. 12.4. Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes any and all prior agreements, representations, understandings, whether written or oral. 12.5. Notices. Any notice required under this Agreement shall be given in writing, in the English language and sent to the address, facsimile number or e-mail address of the other Party as set out on the first page of this Agreement, or such other address or number as shall have been notified to the other Party in accordance with this provision. Notices shall be sent by registered post or equivalent, facsimile, courier, or by electronic transmission. If posted, the notice shall be deemed to have been received three (3) working days after the date of posting or, in the case of a notice to an addressee not in the country of the sender, ten (10) working days after the date of posting. If sent by facsimile or electronic transmission, upon confirmation of complete receipt being given by the intended receiving Party. If couriered, notice will be deemed to have been received on delivery. 12.6. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of North Carolina. All disputes, controversies or claims between the Parties arising out of or in connection with this Agreement (including its existence, validity or termination) shall be settled in the courts located in North Carolina. 12.7. Inconsistency. In event of any inconsistency between the schedules and the main body of this Agreement, the latter shall prevail. 12.8. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be considered an original instrument and all of which together will be considered one and the same agreement. 12.9. Schedules and Addenda. The following schedules and/or addenda are attached to and made a part of this Agreement at its inception: Name of Schedule or Addenda: Schedule 1 Obligations Schedule 2 Sponsorship Fees Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Sonark Sponsorship AgreementPage 6 of 10 Schedule 3 Sonark’s Productions This Agreement has been executed on the date hereinabove written. A scanned copy of the signature of the signature of a Party shall have the same effect and validity as an original signature. Agreed to and Accepted: Sonark Media, Inc. Orange County Visitors Bureau By (Signature): Name (Print): Title: Date: By (Signature): Name (Print): Title: Date: Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Sonark Sponsorship AgreementPage 7 of 10 SCHEDULE 1 Obligations 1. Sponsor’s Obligations Sponsor shall: 20.1 Pay to Sonark the Sponsorship Fees pursuant to Schedule 2. 20.2 Deliver the Sponsor Content, including the Sponsor Marks, to Sonark reasonably prior to the commencement of the Sponsorship Term, including all updates to the Sponsor Content as created or requested by Sponsor from time to time. 21 2. Sonark’s Obligations Sonark shall: 1.1 Embody the full Sponsor Content at the beginning of each Episode and at the conclusion of each Episode. Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Sonark Sponsorship AgreementPage 8 of 10 SCHEDULE 2 Sponsorship Fees A. Sponsorship Fees Sonark shall issue invoices to Sponsor in accordance with Section 3.2 of the Agreement and Sponsor shall pay a Sponsorship Fee of $15,000 per Episode for a total amount of $150,000 USD in accordance with the payment schedule below. Payment Amount Due On $150,000 Within 30 days of the Effective Date Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Sonark Sponsorship AgreementPage 9 of 10 SCHEDULE 3 Sponsored Production The Sponsored Production consists of the following (and as set forth in Exhibit 1 attached hereto): - Ten (10) Episodes approximately twenty-seven minutes (27:00) in length each of the Sonark production titled “Sonark Sessions: Live From the Barn” - Commencing on August 1, 2024, each Episode to be aired on PBS on a weekly basis as follows (note: schedule is subject to change): On PBS NC (across the state of North Carolina) Thursdays at 9:30pm Fridays at 3:30am Saturdays at 11:00pm Mondays at 4:30am On The North Carolina Channel (across the state of North Carolina) Saturdays at 8pm Sundays at 4:30am Thursdays at 12:00am - The Sponsored Production (and each Episode) will be available on the PBS North Carolina app. Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E Sonark Sponsorship AgreementPage 10 of 10 EXHIBIT 1 Programming Footprint Sonark Sessions: Live from the Barn Season One Starting August 1st, 2024, PBS North Carolina will use the following weekly footprint (Thursday to Thursday) for the first run of Sonark Sessions: Live From the Barn season one. On PBS NC (across the state of North Carolina) Thursdays at 9:30pm Fridays at 3:30am Saturdays at 11:00pm Mondays at 4:30am On The North Carolina Channel (across the state of North Carolina) Saturdays at 8pm Sundays at 4:30am Thursdays at 12:00am With an 11 week schedule for season one, we estimate the footprint will conclude on October, 17, 2024. Please note the schedule is subject to change at this point, and Sonark Sessions will be preempted on August 22nd due to the Democratic National Convention. However, we plan on airing episode 101 in the subsequent slots that week and will debut episode 104 on August 29th. If there is a need to interrupt our regularly scheduled programs during this +me we will do our best to rebroadcast the effected episode at a later date to make up for this interruption. PBS North Carolina will notify the Producer of any changes made to the schedule. Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/12/2024 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 be endorsed.If SUBROGATIONIS 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). PRODUCER MCGRIFF INSURANCE SERVICES LLC/PHS 22273468 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (866) 467-8730 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Bunker Sound Productions LLC 913 BORLAND RD HILLSBOROUGH NC 27278-8351 INSURER A : Sentinel Insurance Company Ltd.11000 INSURER B : INSURER C : INSURER D : 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS A COMMERCIAL GENERAL LIABILITY 22 SBA UK2257 08/01/2023 08/01/2024 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY 22 SBA UK2257 08/01/2023 08/01/2024 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A DATA BREACH - DEFENSE & LIAB COVG 22 SBA UK2257 08/01/2023 08/01/2024 Limit $50,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION Sonark Media Inc 913 BORLAND RD 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. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/12/2024 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 be endorsed.If SUBROGATIONIS 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). PRODUCER MCGRIFF INSURANCE SERVICES LLC/PHS 22273468 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (866) 467-8730 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Bunker Sound Productions LLC 913 BORLAND RD HILLSBOROUGH NC 27278-8351 INSURER A : Sentinel Insurance Company Ltd.11000 INSURER B : INSURER C : INSURER D : 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS A COMMERCIAL GENERAL LIABILITY 22 SBA UK2257 08/01/2023 08/01/2024 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY 22 SBA UK2257 08/01/2023 08/01/2024 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A DATA BREACH - DEFENSE & LIAB COVG 22 SBA UK2257 08/01/2023 08/01/2024 Limit $50,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION For Informational Purposes 913 BORLAND RD HILLSBOROUGH NC 27278-8351 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 156B4E69-5994-4FAA-A9FE-046F8EC4364E