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HomeMy WebLinkAbout2014-361 DEAPR - Carolina Green Corp for deep tine aerifying and topdressing 4 fields $9,987 [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 o 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 follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respccI to (insert type of project): Cablecasting services. ii) By executing this Agreement, the Provider represents and agrees that Provider i qualified to perform and fully capable of performing and providing the servi(-,�� required or necessary under this Agreement in a fully competent, professional an(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. x, described and designated in Section 3 hereof. Compensation to the Provider ['w- 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 servi(c s required in Section 3 to satisfactorily complete the Project within the time limitations 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 servick- under this Agreement in accordance with the highest generally accepted standardk of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to ti-ic 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 the Agreement. Provider shall correct any and all errors, omissions, discrepanci(,s. ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreemcnt. 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 relationsb IF), 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 servi res 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 ii I,I,, or might arise under any workers compensation or other law or contract on be 1-u,I t of said employees while so engaged shall be the sole obligation and responsibl: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 antidiscriminatirm Taws, regulations and policies that relate to the performance of Provider's sere['I-'C, 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 su( I1 licenses, certifications, or credentials and that such licenses certifications. ot- 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 priority III any conflict between the terms of referenced documents and the terms of t h i s Agreement. Should a request for proposals and a proposal be referenced thr terms of the request for proposals shall have priority over the terms of am proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follm\s (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 require the Provider to expedite and accelerate its efforts, including providing addition�d resources and working overtime, as necessary, to perform its services 1:1 accordance with the approved project schedule at no additional cost to Ilse County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 201.4,. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include cd l compensation due the Provider from the County for all services under this Agreemenu except for any authorized Reimbursable Expenses which are defined herein. Ilre 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 at)d 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 l ie County may withhold payment of all or a portion of the amount stated on an invo it.c until the parties resolve the dispute. Should Provider fail to perform its duties under i he terms of this Agreement, County may, without fault or penalty, withhold any paym:rn t 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 service, i n 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 ren(k-r- 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 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 any 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 Oram!c County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed ri http://oran eg countync.gov/purchasing/contracts.a p). If Owner's Risk Managci- 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 certificati()n thereof has been received by the Owner's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the Conant,, from all loss, liability, claims or expense, including attorney's fees, arising out of ear related to the Project and arising from bodily injury including death or property darri,tgc 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 t 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 receivin , ,I 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 io the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the Cour)IN material breach of this Agreement; provided, the County has not taken all reasonh I c actions to remedy the breach. The Provider shall give the County seven (7) days' prier 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 expens,,-, incurred or anticipated to be incurred by the County due to errors or omissions the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the Cournt\ within seven (7) days, at no additional cost, all deliverables including :tm electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure (,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 �t waiver of any claim for damages by the County for any breach of this Agreement oi- 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, 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 rit,.hts of respective parties hereunder shall be governed by the laws of the State of N('rth Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with ..111 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 Status. 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 mainta i n compliance with the requirements of Article 2 of Chapter 64 of the General Statute constitutes Provider's breach of this Agreement. By executing this Agreement Provi,Lic r affirms Provider is in compliance with Article 2 of Chapter 64 of the North Caroh%i General Statutes. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek dama;ie, 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 i n Orange County,North Carolina. It is agreed by the parties that no other court shall ha\e jurisdiction or venue with respect to such suits or actions. The Parties may agree i nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreemnntt between the County and the Provider and supersedes all prior negotiation-'. representations or agreements, either written or oral. This Agreement may be amended 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 he 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 gener,ite 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 proicct without additional compensation to the Provider. The use of the documents, items. �,r things by the County or by any person or entity for any purpose other than the Project a�: 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. Revised 9/13 5 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 automatic,111 expire without penalty to County immediately upon written notice to Provider of 111c unavailability and non-appropriation of public funds. It is expressly agreed that Cot1nt% shall not activate this non-appropriation provision for its convenience or to circum�cnt the requirements of this Agreement, but only as an emergency fiscal measure duriiw It 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 affccI, County's authority to continue its obligations under this Agreement, then this Agreemc'i t shall automatically terminate without penalty to County upon written notice to ProvidL r 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, Im hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By. By. i County Manager } V61-,00a- CAI Printed Name and Title This in nt has bee approve s to technical content. Department irector This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. r Office of the Chief Financial Officer This instrument has been approved as to form and legal sufficiency. Off e the County Attorney Revised 9/13 7 DI �.v 101,11-fl ACORt�� CERTIFICATE OF LIABILITY INSURANCE 6 014 THIS CERTIFICATEIS 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 holler 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 endorsernent(s). _ PRODUCER CONTACT NAME: _ -.FAX PHONE W'EI.LS FARGO INS INC/PHS/NEAT (AIC,,%. p: (A/c.N.)- (888) 1 1 •)112 272525 P: F: (888) 443-6112 noESS PO BOX 29611 INSURER(S)AFFORDING COVERAGE a CHARLOTTE NC 28229 INSURER A:i_]arrf,-,rd Casualty Iris Co gYSURFO INSURER 5: 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 P:`i IC V PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO wIH(:H THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT 'I I Al I THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. nrEOF^S(xa CE -01 inwc,:40Ee LtiSR 9DD SLX I'OL/�; I'OL/CYEaP LIMITS rK COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE *2, 1. o•}, ;)Q CLAMS-MADE OCCUR DAMAGE TO RENTED 3 0 i 1, PREMISES(Ea oecunence) A X General Liab 2.2 sari VD 434,11 D7/01/ .?14 D'I/01/2015 MED EXP(Any one person) 510, PERSONAL S ADV INJURY 5 2, P ', O O S GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE soy ( i POLICY PRO-�LOC PRODUCTS-COMP/OP AGG;4 T-(.! , .)00 JECT OTHER AUTOMOBILE LIAEILRY COMBINED SINGLE LIMIT (Ea ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED BODILY INJURY(Per accident) AUTOS AUTOS HIRED AUTOS NON-OWNED FTROPERTYY DAMAGE ER AUTOS ( S .. - UMBRELLA L1Ae OCCUR EACH OCCURRENCE g EXCESS LIAR CLAIMS-MADE AGGREGATE DE RETENTION$ R'OR8Ea5 COMtFNSAT20N PER - -awD ENPLOIEBSLLIBILI[Y STATUTE 1. 1 Eft ANY PROPRIETORIPARTNERIEXECUTNI°_YIN E.L.EACH ACCIDENT OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in in Aft WA E.L.DISEASE-EA EMPLOYEE 5 If yes.describe under E.L.DISEASE-POLICY LIMIT ' DESCRIPTION OF OPERATIONS balow DESCRIPTION OF OPERATIONS/I I VEHXPMRD 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 OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED Div_Sion of Purchasing/Control Services BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE g DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Pam Jones AUTHORIZED REPRESMrATFOE PO BOX 8181 -7A-r- r HILLSBOROUGH, NC 27278 ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD