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HomeMy WebLinkAbout2014-334 BOCC - Sound Advice for Sound/AV support for BOCC meetings $37,450 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.011 ORANGE COUNTY This Services Agreement (herinafter "Agreement"), made and entered into this 1st dad o i July, 2014, ("Effective Date") by and between Orange County, North Carolina a body po I i t i and corporate of the State of North Carolina (hereinafter, the "County") and Sound Advi�c. (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 respc�t to (insert type of project): Technology maintenance services. 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 ;r i r,I 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 .:rs 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 ser,,ices required in Section 3 to satisfactorily complete the Project within the time limitations sct 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 sere ices under this Agreement in accordance with the highest generally accepted stands r,i s 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 9/13 1 ii) Provider shall be responsible for all errors or omissions, in the performance of i he Agreement. Provider shall correct any and all errors, omissions, discrepancic,. 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 prikfr written permission of the County. No permission for subcontracting shall treat c. between the County and the subcontractor, any contract or any other relationsbi P. iv) Provider is an independent contractor of County. Any and all employees of tlrc Provider engaged by the Provider in the performance of any work or servicc� required of the Provider under this Agreement, shall be considered employees ur agents of the Provider only and not of the County, and any and all claims that rrrin or might arise under any workers compensation or other law or contract on berur I t' of said employees while so engaged shall be the sole obligation and responsib i I i t.\ of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if a i.\ . shall be required to comply with all federal, state and local antidiscriminat mr laws, regulations and policies that relate to the performance of Provider's service 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 i t s employees, agents and subcontractors engaged in such activities possess Stich licenses, certifications, or credentials and that such licenses certifications. or credentials are current, active, and not in a state of suspension or revocation. vii) In determining the basic services to be provided, should any documents he referenced in this Agreement, the terms of this Agreement shall have priorit} ill any conflict between the terms of referenced documents and the terms of t h i. Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of ur\ proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follo%� s (fully describe services to be provided): Services as described in the document titled "Service Agreement" dated March 3, 2014 and attached hereto, the "Proposal." 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2014 to June 30, 2015. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 9/13 2 ii) Should the County determine that the Provider is behind schedule, it may requ ire the Provider to expedite and accelerate its efforts, including providing addition; l resources and working overtime, as necessary, to perform its services III accordance with the approved project schedule at no additional cost to 111c County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2014 5. Compensation a. Compensation f o r Basic Services. Compensation f o r Basic Services shall include a l l compensation due the Provider from the County for all services under this Agreerriciit except for any authorized Reimbursable Expenses which are defined herein. '111C 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 dire and payable within thirty (30) days of Provider properly invoicing County. Paym:n t 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, .i I?e County may withhold payment of all or a portion of the amount stated on an invo e until the parties resolve the dispute. Should Provider fail to perform its duties under he 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 I'll addition to the Basic Services performed by Provider unless County requests K e l i additional services in writing and such additional services are evidenced by a wriven amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Donna Baker) to act as 111(, County's representative with respect to the Project and shall have the authority to rende, decisions within guidelines established by the County Manager and/or the County Boat-d of Commissioners and shall be available during working hours as often as may he 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 am additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Oran Le County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://oran e� countync. ov/purchasing/contracts.asp). If Owner's Risk Manap.r 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). Revised 9/13 3 Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the Count.\ 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 dami,r;,c to any person or persons caused in whole or in part by the negligence or misconduct I,f the Provider except to the extent same are caused by the negligence or will 1 U I misconduct of the County. It is the intent of this provision to require the Provider it) 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 additio na I compensation or a change in duration of this Agreement shall be made by a wri t t c r i 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- ;c 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 notic c.• to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the Count'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' pricer 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 ,anal 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 omission, of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the Count\ 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., cif the County to require compliance by the Provider with any provisions of this Agreen'ern t 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 ;i waiver of any other required compliance with this Agreement. Revised 9/13 4 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, th c i r successors, assigns and legal representatives to the terms of this Agreement. Neither i I is County nor the Provider shall assign or transfer its interest in this Agreement without tlrc written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rig i-t of respective parties hereunder shall be governed by the laws of the State of Ncrrth Carolina. c. Compliance with Laws. 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 anti-discrimination laws. Pursuant to the terms of North Carolina General Stat t,t c 153A-449(b) no county may enter into a contract with a contractor unless the contracvrr and the contractor's subcontractors comply with the requirements of Article 2 of Charier 64 of the North Carolina General Statutes. Where applicable, failure to maint,.r t t r compliance with the requirements of Article 2 of Chapter 64 of the General Stat u t c, constitutes Provider's breach of this Agreement. By executing this Agreement Provi�.ier' affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolinna General Statutes. 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 sittin& i n Orange County, North Carolina. It is agreed by the parties that no other court shall hw 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. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiati,,rr representations or agreements, either written or oral. This Agreement may be amen(],��i only by written instrument signed by both parties. Modifications may be evidenced h� facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to I)c 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 Projec i ..r, 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, anal the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. Revised 9/13 5 In the event that public funds are unavailable and not appropriated for the performance cif County's obligations under this Agreement, then this Agreement shall automatica l 1 expire without penalty to County immediately upon written notice to Provider of i l is unavailability and non-appropriation of public funds. It is expressly agreed that COL111I� shall not activate this non-appropriation provision for its convenience or to circum-'-.111 the requirements of this Agreement, but only as an emergency fiscal measure during ;i substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandaied functions, by state and/or federal legislative or regulatory action, which adversely affec t s County's authority to continue its obligations under this Agreement, then this Agreerri ni shall automatically terminate without penalty to County upon written notice to Prov�idcr of such limitation or change in County's legal authority. i. Notices. Any notice required by this Agreement shall be in writing and delivered h,, certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Donna Baker Sound Advice P.O. Box 8181 P.O. Box 270 Hillsborough,NC 27278 Winterville,NC 28590 [SIGNATURE PAGE TO FOLLOW] Revised 9/13 6 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, hL C hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: B =,7.. B Y• County Manager Printed Name and Title This in=N7 d as to technical content. , Department Direc r 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 This instrume t has been approved as to form and legal sufficiency. Off f e County Attorney Revised 9/13 7 NORTH CAROLINA FARM BUREAU MUTUAL INSURANCE COMPANY, INC. CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOI-DER.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(les)must 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). INSURED SOUND ADVICE OF EASTERN NC INC CERTIFICATE Orange County NAME AND PO BOX 270 HOLDER PO Box 8181 ADDRESS WNTERVILLE, NC 28590 Hillsborough,NC 27278 COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POL ICY 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. X TYPE OF INSURANCE AWL SUSR POLICY NUMBER POLICY EFF POLICY EXP LIMITS wvn ® COMMERCIAL GENERAL LIABILITY SMP 0129077 7/26/2014 7/2612015 GENERAL AGGREGATE $21000,000 -OCCURRENCE PRODDUCTSCOMPIOPS AGGREGATE $2,000,000 GEN'L AGGREGATE APPLIES PER POLICY PERSONAL&ADV INJURY $1,Q00,OQO EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED $100,000 MED EXP(Any one Person) $5.0 00 EACH OCCURRENCE $ BUSINESSOWNERS AGGREGATE $ AUTOMOBILE LIABILITY COMBINED ft�INGLELIMR $1,000,000 ® SCHEDULED AUTOS BAP 2099108 7/7/2014 1/712015 $ BODILY INJURY(Per person) ❑ HIRED AUTOS BODILY INJURY(Per aoddent) $ ® NON-OWNED AUTOS �r°Pi $ ❑ GARAGE LIABILITY (Other) El EXCESS LIABILITY— EACH OCCURRENCE $ OCCURRENCE AGGREGATE $ ® WORKERS COMPENSATION NIA WCSTATUTORYLM1rS AND EMPLOYERS'LIABILITY WC 0225953 4/28/2014 4/28/2015 E.L.EACH ACCIDENT $500,000 POLICY APPLIES TO THE WORKERS E.L DISEASE-EAEMPLOYEE $5QQ QQQ COMPENSATION LAW IN THE STATE OF NC E.L.DISEASE-POLICY LIMIT $6C101000 OTHER: --- El DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES: I CANCELLATION - - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED AUTHORIZED REPRESENTATIVE } BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DATE 7/7/2014 �(' -- Col 0910