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HomeMy WebLinkAbout2012-346 BOCC - Velaquez Digital Media Communications $22,665 3 [Departmental Use Only] TITLE Contract-Cablecasting FY 12-13 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this Ist day of July, 2012, ("Effective Date")by and between Orange County,North Carolina a body politic and corporate of the State of North Carolina(hereinafter,the "County")and Velasquez Digital Media Communications, LLC (VDMC), (hereinafter, the "Provider")., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. ScoDe of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Cable casting services related to County Commissioner meetings during FY 2012; and other miscellaneous services related to the care and upkeep of the County's public access tv channel, pursuant to attached 8-1-12. Proposal,which shall be incorporated herein by reference. 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 performance of these services. Provider is solely responsible for the professional quality,accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided j.'or in this Agreement, subcontract the performance of any work under this Aggeement 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) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/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.. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): 1.)Provide professional quality cable casting services related to all regular County Commissioner Meetings; and other CountyCommissioner meetings as may be specified from time to time; 2.) MaintainGovernment Channel--update Bulletin Board System, review public announcements,design new Bulletin Board announcements and updates in a timely manner. 3.) Provide maintenance, research and consulting as may be requested by the 6. Responsibilities of the County a. C_ ogperation and Coordination. The County has designated to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and 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. The Provider shall purchase and maintain and shall cause each of his subcontractors to purchase and maintain, during the period of performance of this Agreement: i) Worker's Compensation insurance for protection from claims under workers' or workmen's compensation acts; ii) Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Providers employees or any other person and to real and personal property including loss of use resulting thereof, iii) Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and iv) Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Provider or his agents,Providers and employees. b. Insurance Rating. The minimum insurance rating for any company insuring the Provider shall be Best's A. If the Provider does not meet the insurance requirements, the County's Risk Manager must be consulted prior to finalizing this Agreement C. Limits of Coverage. -as follows: g!g.Minimum limits of insurance coverage shall be I N S U R A N C E MIND"REQUIRED COVERAGE DESCRIPTION • Worker's Compensation Limits for Coverage A- Statutory State:of N.C. Coverage B -Employers Liability -nit and disease each $500,000 each accident and policy Iii 7 employee • Commercial General Liability $1,000,000 Each Occurrence, $2,000,000 Aggregate. • Automobile Liability Combined Single Limit$500,000 • Professional Liability NOTE: Insert coverage limits required by Risk Man if applicable_ d. Additional Insured. All insurance policies(with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation,non-renewal or reduction of coverage. 8. Indemnity a. Indemni The Provider agrees 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 bodily injury including death or property damage 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. C_ hMg2s 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. 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 wly costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. 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. 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 i 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. c. 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-performacice 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. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire A Bement. 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 e-6denced by facsimile signatures. e. 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 .end binding upon the Parties. f. 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 Prt jest as set forth in this Agreement shall be at the full risk of the County. g. 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 and 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 and 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,but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/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. h. 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: Donna Baker Velascuez Digital Media P.O. Box 8181 Communications,LLC Hillsborough,NC 27278 PO Box 62441 Durham, 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. � Fran lifton, C my Manager Monique Velasquez, Owner Printed Name and Title This instrument has been approved as to technical content. G Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. U(,.�..� A _)j4,--- Office of the Finance Director This instrument has been approved as to form and legal sufficiency. O e of the County Attorney ,A �^ 7 f £ ,3Y$ ���'���' Plf'�' "��s `l � dJf dg l"z✓�i,� Y ��r k tI�t4�u�x Velasquez Digital Media Communications, LLC, (VDMC), provides the following proposal for services for Orange County. VDMC proposes cablecastin€; services as well as full production services for on-location meeting. VDMC request quarterly reviews by the County staff to ensure that the County remains informed about inventory, manuals, procedures and equipment. OTHER SERVICES VDMC will review public announcements and provide an update to the Bulletin Board System. VDMC will input content and design new BB announcements for $1501 month. The total will by $150 X 12 = $1,800 Maintenance, Research and Consulting will be provided at$35/hour. Cnly charged as requested. Meetings held in any venue not listed in this quote will start at $1,555 plus any additional sound or AV support as requested. If there are any questions, please contact Monique Velasquez, Office (9 19) 682-9874, monique@velasquezmedia.com. p. I CONFIDENTIAL s LctfmS<:1Biz,?Z Cablecasting services for twelve months for Orange County Board of County Commissioners by Velasquez Digital Media Communications, LLC BOCC meetings held in the Southern Human Services Center 2501 Homestead Rd., Chapel Hill,NC. $555 /meeting under four howl Time begins with opening gavel) using an equipped meeting room and staffed with two people. If meeting exceeds four hours from gavel to gavel, VDMC will charge $50/per half hour after the fifth hour. The tasks include: • Entering text for titles and agenda • Composing appropriate shots • Monitoring Audio levels • Monitoring video light levels • Recording the meeting • Going live to cable • Scheduling a rebroadcast of the meeting • Regular maintenance of video equipment • Compiling equipment and procedure manual • Communicating with clerk,manager and staff about cable schedule; • Maintain a professional meeting environment • Enter bulletin board items • Standardize the video and audio system • Annual report submitted to clerk/manager 2 weeks before contract conclusion Labor includes: • Technical Director • Audio/Graphics operator BOCC meetings in the Department of Social Services, Hillsborough CC)mmons, 113 Mayo Street, Hillsborough,North Carolina. $1,555 /meeting under five hours and staffed with four people. If meeting exceeds four hours from gavel to gavel, VDMC will charge a$195/half hour after the fourth hour. Professional equipment being provided by VDMC; • Communication system • Two broadcast quality video cameras • Tripods • Headphones • Video switcher • Audio mixer • Video and Audio monitor for control room • Video monitor for meeting room • DVD-recorder • Title and graphic Generator Labor includes: p.2 CONFIDENTIAL II 1,4 11� l II l�l II� f • Technical Director • Two camera operators • Audio operator p.3 CONFIDENTIAL III I,I I�If�I I