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HomeMy WebLinkAbout2014-335 BOCC - Velaquez Digital Media Comm. for videographing of BOCC meetings $28,000 [Departmental Use Only] TITLE FY NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 ORANGE COUNTY This Services Agreement (herinafter "Agreement"), made and entered into this 1st da.y ,f July, 2014, ("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, (hereinafter,the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree a- follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with resp.,ct to (insert type ofproject): Cablecasting 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 aII� 1 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. a, described and designated in Section 3 hereof Compensation to the Provider 1 o i 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 servic,.•, required in Section 3 to satisfactorily complete the Project within the time limitations �,ct 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 servic,2 under this Agreement in accordance with the highest generally accepted standarl 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 professiomt) 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 oft 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 prier written permission of the County. No permission for subcontracting shall cre,rtc. between the County and the subcontractor, any contract or any other relationsh1I). 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 service. required of the Provider under this Agreement, shall be considered employees �.)r agents of the Provider only and not of the County, and any and all claims that nra\ or might arise under any workers compensation or other law or contract on beh,iI t' of said employees while so engaged shall be the sole obligation and responsibi i i t of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if an . shall be required to comply with all federal, state and local antidiscrimmaron 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 it employees, agents and subcontractors engaged in such activities possess stroll 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 hc referenced in this Agreement, the terms of this Agreement shall have priority it) any conflict between the terms of referenced documents and the terms of thi Agreement. Should a request for proposals and a proposal be referenced dhe terms of the request for proposals shall have priority over the terms of a n proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as foll(m, (fully describe services to be provided): Services to be provided in accord with the document attached hereto dated February 10, 2014,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 recl i I re the Provider to expedite and accelerate its efforts, including providing additiomil resources and working overtime, as necessary, to perform its services ill accordance with the approved project schedule at no additional cost to i Ile County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 201-1, 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 Agreement except for any authorized Reimbursable Expenses which are defined herein. I 11c maximum amount payable for Basic Services shall not exceed Twenty eight thousand five hundred Dollars ($28,500.00). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall he subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, i County may withhold payment of all or a portion of the amount stated on an invok'C 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 paym,mm 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 (Donna Baker) to act as the County's representative with respect to the Project and shall have the authority to rend:r decisions within guidelines established by the County Manager and/or the County Boar:1 of Commissioners and shall be available during working hours as often as may hL: 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 U1 additional insurance as may be required by Owner's Risk Manager as such insuranc12 requirements are described in the Orange County Risk Transfer Policy and Oran,e County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://orangecountync y,ov/purchasing/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance sball 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 certifica.l i MI thereof has been received by the Owner's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the Courit. from all loss, liability, claims or expense, including attorney's fees, arising out of ,,r related to the Project and arising from bodily injury including death or property darrmLc to any person or persons caused in whole or in part by the negligence or misconduct o t' the Provider except to the extent same are caused by the negligence or will fli I 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 wri t i cn Amendment to this Agreement executed by the County and the Provider. The Provlilcr shall proceed to perform the Services required by the Amendment only after receiviri , fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated with o u t 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 Count-,'s material breach of this Agreement; provided, the County has not taken all reasonab I c actions to remedy the breach. The Provider shall give the County seven (7) days' pr ()r 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 aiid expenses that it has earned to the date of termination, less any costs or expen ,c, incurred or anticipated to be incurred by the County due to errors or omissions o)t the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the Court." within seven (7) days, at no additional cost, all deliverables including ai i electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure k t 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. Revised 9/13 4 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, t l u.•1 r 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 ri-h t s of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall a t all times remain in compliance with a l l applicable local, state, and federal laws, rules, and regulations including but not lim11,ckI to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to mains,t i n compliance with the requirements of Article 2 of Chapter 64 of the General Statiat�." constitutes Provider's breach of this Agreement. By executing this Agreement Provi&r affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carol]IM General Statutes. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damag with respect to any provision of, or the performance or non-performance of, th i 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 ha\t- 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 negotiations. representations or agreements, either written or oral. This Agreement may be amend<<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 h 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 ,,I- things by the County or by any person or entity for any purpose other than the Project ._t; 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, a.rtd the validity of this Agreement is based upon the availability of public funding under tale authority of its statutory mandate. Revised 9/13 5 In the event that public funds are unavailable and not appropriated for the performance o t 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 Count\ shall not activate this non-appropriation provision for its convenience or to eircumNcnl. the requirements of this Agreement, but only as an emergency fiscal measure durin_, 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 affect County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provi der 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 Velasquez Digital Media P.O. Box 8181 P.O. Box 62441 Hillsborough,NC 27278 Durham,NC 27715 [SIGNATURE PAGE TO FOLLOW] Revised 9/13 6 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, Kt% hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: By. County Manager Printed Name and Title This instrumen as bee p ro d as to technical content. Department Director This instrument has been pre-audited in the manner required by the Local Government Budge and Fiscal Control Act. A--- Y4�" , /,I Office of the Chief Financial Officer This instrument s been approved as to form and legal sufficiency. Of e d the County Attorney Revised 9/13 7 ACORl�� CERTIFICATE OF LIABILITY INSURANCE 6; "x"'0141 `. THIS CERTIRCATEIS 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 POLICY S BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZE D 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 righbi to the certificate holder in lieu of such endorsement(s). PRODUCAR CONTACT NAME: WELLS FARGO INS INC/PHS/NEWT (AlCC,K..E.4. � .�)- (888) • . 112 272525 P:/ F: (888) 443-5112 ADD FSS PO BOX 29611 INSURER(S)AFFORDING COVERAGE '•' :b CHARLOTTE NC 28229 INSURER A-.HIrTford Casualty Ir*.S Co N#SIR M INSURER B' VELASQUEZ DIGITAL MEDIA COMMUNICATIONS INSURER C: LLC INSURER D: PO BOX 62441 INSURER E: DURHAM NC 27715 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 POI WY III RIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TC Voil(H THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT III Alt THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LVSR nPLOFr%S(1U4%C£ -ADDL SLBA P0L1CY.V(3wzR POLlCI"EPF POLLCYEAP EVSR P17) DY1'YI' COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s2, (. -00 DAMAGE TO ID CLAIMSMADE OCCUR P M SES(EaEoccurrence) A x General Liab 22 SBM VD=3_4; 07/01/2714 07/01/2015 MEDEXP(Any one person) slD, PERSONAL&ADV INJURY 5 2, ,l I I, , L'00 GEN'LAGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE s4 r 11(1 C, 00 POLICY O PRO-( J LOC PRODUCTS-COMP/OP AGG s 4, I J , 0 0 JECT L OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (Ea accident) ANY AUTO BODILY INJURY(Per person) s ALLOWNED SCHEDULED BODILY INJURY(Per accident)s AUTO5 AUTOS - -- HIRED AUTOS NON-OWNED PROPERTY DAMAGE s AUTOS (Per accident) .- 3 UMBRELLAUAB OCCUR EACH OCCURRENCE 8 EXCESS LIAR CLAIMS-MADE AGGREGATE 5 DE RET.ENTIONE - - - PER OTH- WO&SESS(:01�LVS.f7R1tV EVPLOLF.RS'L"AUBY SrAME ER ANY PROPRIETORlPARTNER/EXECUTIVwIN E.L.EACH ACCIDENT OFRCER/MEMBER EXCLUDED? F-1 ,yA Nandsioty in NH) E.L.DISEASE-EA EMPLOYEE' If yes.describe Under E.L.DISEASE-POLICY LIMIT s DESCRIPTION OF OPERATIONS below - DESCRIPTION OFOPERATIONS/LOCATIONS/VEHICINMRD 101.Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION Orange County, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BECANCELI_F0 BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE Division of Purchasing/Control Services DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS- Attn: Pam Jones AUTHORIZED REPRESOVrATWE PO BOX 8181 ��- HILLSBOROUGH, NC 27278 01988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD