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[Departmental Use Only] 13 6C C
TITLE
FY
NORTH CAROLINA
SERVICES AGREEMENT UNDER$90,000.00
ORANGE COUNTY
This Services Agreement (herinafter "Agreement"), made and entered into this 1St day of
July, 2013, ("Effective Date") by and between Orange County, North Carolina a body politic
and corporate of the State of North Carolina (hereinafter, the "County") and Sound Advice of
Eastern North Carolina, (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): Audio-Video Maintenance
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.
Revised July 2010
1
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 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) 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): Provider shall perform services in accordance
with the terms of Maintenance Agreement dated July 11, 2013 which is attached hereto
and is binding on the Parties. In the event of a conflict between or among the terms of
this Agreement and the Maintenance Agreement dated July 11, 2013 the terms of this
Agreement shall control.
4. Duration of Services
a. Term. The term of this Agreement shall be from July 1, 2013 to June 30, 2014.
b. Scheduling of Services.
i) The Provider shall schedule and perform his 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 his efforts, including providing additional
resources and working overtime, as necessary, to perform his services in
accordance with the approved project schedule at no additional cost to the
County.
Revised July 2010
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iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2013.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement
except for any authorized Reimbursable Expenses which are defined herein. The
maximum amount payable for Basic Services shall not exceed thirty-seven thousand four
hundred fifty Dollars ($37,450.00). Payment for Basic Services shall become due and
payable within thirty (30) days of Provider properly invoicing County. Payment shall be
subject to provisions of Section 5(b).
b. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute. Should Provider fail to perform its duties under the
terms of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
c. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (IT Director Jim Northup
for network/computer issues and Donna Baker/David Hunt for sound, Granicus, etc.) 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 Provider's 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
Revised July 2010
3
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 Providerr does not meet the insurance requirements,the.County's
Risk Manager must beconsulted prig td finalizing this Agreement
C. Limits of Coverage. Minimum limits of insurance coverage shall be as follows:
INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE
• Worker's Compensation Limits for Coverage A - Statutory State of N.C.
Coverage B - Employers Liability
$500,000 each accident and policy limit and disease each
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 Mme-der if
applicable-'
N/A
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. Indemnity. 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. 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.
Revised July 2010
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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 any 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
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-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. The Parties may agree to
nonbinding mediation of any dispute prior to the bringing of such suit or action.
d. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
Revised July 2010
5
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.
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 and 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 Project 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: County Manager Sound Advice
P.O. Box 8181 657-B Worthington Rd
Hillsborough,NC 27278 Winterville,NC 28590
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: PROVI
4
By: �/' p " By:
Frank Clift , County a er
Revised July 2010
6
Printed Name and Title
This inMAr ed as to technical content.
epartment Director
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
4. lam.
Office of the Finance Director
This in trument n approved as to form and legal sufficiency.
IKof the County Attorney
Revised July 2010
7
1— June 11,2013
�XAV
of Eastern North Carolina
L_ A& Audio Video Contractors
`
www.saenc.com (252) 355-1111
Orange County
Information Technologies
Hillsborough, NC 27278
Attn: Donna S Baker
(919) 245-2285
SERVICE AGREEMENT
This maintenance agreement is made between Sound Advice of Eastern North Carolina and Orange
County IT Dept(OCIT).The effective date of this contract is July 1,2013 thru June 30,2014.
OUR FULL SERVICE MAINTENANCE AGREEMENT is an Annual Maintenance contract
covering labor, service, transportation, travel, and some minor software changes as outlined below.
Under this agreement, a Sound Advice representative will inspect these rooms, listed below, on a
quarterly basis. These inspections will include any necessary cleaning, calibrating and testing of the
audio-visual equipment in these rooms. Coordination of scheduling maintenance and access to all
rooms will be made with OCIT representative.
Any repairs that can be made on site will occur at that time. Minor parts needed in these on-site
repairs are included, such as connectors or small connection wires. If equipment cannot be repaired
on site,Sound Advice will remove the equipment and have it repaired.Sound Advice will make every
effort to expedite the repairs and/or provide a loaner piece of critical equipment until such repairs are
made,as available.
A detailed inventory of all audiovisual equipment can be provided electronically to OCT indicating
equipment name,model, serial number,location, (building, floor and room). Initially this process of
gathering this data will happen over time until all of the AV is documented.
Sound Advice will maintain documentation,as required,on all maintenance trips by location and have
the ability to send a report to OCIT including:
• Date of inspection
• Any disparity in inventory
• Maintenance concerns (extreme wear and tear, vandalism, useful life of equipment,
inoperable equipment,etc)
• Recommendations for equipment,wiring,system replacements,security
-2— June 11,2013
Primarily, a representative will be on-site for the majority of all Commissioner Meetings. Up to
seventy- (70) meetings are covered under this contract. Some meetings may be unscheduled
emergency meetings and/or public hearings that can be verified via OCIT. Some of the monthly
maintenance visits referenced above may be scheduled to coincide with County Commissioners
meetings. The representative will be there in advance of the meeting start time (two (2) hours
minimum) to address any technical, logistical or operational needs and to assure that all systems,
(including house and television systems) are working properly prior to the meeting beginning. Sound
Advice Technician ensure meeting is underway and operating properly before leaving.(We estimate on
average we will leave 30-60 minutes after the meeting begins.
OFF-SITE REPAIRS
Equipment requiring factory repairs or replacement is not included under this contract. Sound
Advice will be responsible for obtaining factory repairs or replacements at the direction of OCIT.
Repair parts and equipment repairs will be billed separately from the contract. Repair parts,
equipment replacement,and shipping cost will be billed to OCIT.
All offsite repairs should be provided to in a timely manner and for the purpose to keep the service
equipment functioning and its supporting functions on time,with time being of the essence.
NON-EMERGENCY SERVICE CALLS
The service agreement will provide a forty-eight (48) hour Non-Emergency on-site response time
during normal office hours (8 A.M.—5 P.M.)weekdays (excluding holidays). Telephone response will
be available within two(2)hours on a normal basis.
EMERGENCY SERVICE CALLS
Emergency calls for service are not included in this maintenance proposal and will be billed
independently of the maintenance contract. The Emergency Service Call service agreement would
use the rates listed below,from the time the technician leaves to resolve the problem:
1. Rates are as follows:
• Emergency Rate-$150 per hour
• Holiday Rate-$200 per hour
2. Response Times are as follows:
Emergency 2-4 hours on site
• Holiday 2-6 hours on site
Telephone 1-2 hours availability
Sound Advice will provide OCIT with a list of contacts and telephone numbers who will service this
contract,if desired.
-3— June 11,2013
SECURITY�PARKING AND BUILDING ACCESS
Sound Advice will need parking and building access for two vehicles and personnel. Sound Advice
will need badges or keys for up to 3 personnel to gain access to the building,but a maximum of two
vehicles at one time.
Sound Advice shall take all measures necessary to comply and to ensure their employees comply with
the security rules and regulations of OCIT and all applicable Federal, State and local rules,laws and
regulations.
Sound Advice will provide upon request criminal background checks on all personnel who service
the OCIT account The background checks shall cover 7 years of the employee's place of residency.
LOCATIONS TO BE INCLUDED
Maintenance and upkeep for the following audio-visual systems in Orange County Complexes as
listed below:
Orange County Commissioners Boardroom-SHSC
The Total for this Service is $37,450. This will be billed in monthly payments to OCIT.
Future meeting rooms or facilities can be evaluated and added to this agreement per the
mutual consent of Sound Advice and OCIT.
Sound Advice of Eastern North Carolina
657-B Worthington Road
PO Box 270
Winterville,NC 28590
Fed ID: 56-1936218
David Evans,President
r .... ;:)..• WINTERVILLE, NC 28590
PHONE: 252-355-1111 FAX: 252-355-1113