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HomeMy WebLinkAbout2014-390 Public Affairs - WCHL for advertising $4,850 q _,? 9D [Departmental Use Only] TITLE WCHL- Radio Advertising FY 2014-2015 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 24 day of July, 2014, ("Effective Date") by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and WCHL (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Please See Attached Exhibit: A(WCHL Agreement Form) The term of this agreement rendered shall be from July 1, 2014 to June 30,2015. 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 to the satisfaction of the County. 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. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed four thousand, eight hundred fifty dollars, ($4,850). Payment shall be made within thirty (30) days of an invoice properly submitted to County. 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. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may Revised 7/14 1 be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://orangecountync.gov/purchasing/contracts.asp). If Owner's Risk Manager 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). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. 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 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 maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 10. 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. [SIGNATURE PAGE TO FOLLOW] Revised 7/14 2 IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: By: i.._ County Manager 200 S. Cameron St. P.O. Box 8181 This instrument has been pre-audited in the Hillsborough,NC 27278 manner required by the Local Government Budget and Fis ontof Act ClariFnce G. Grier,Assistant Co. Manager& CFO Revised 7/14 3 r 979 FM 88 VILCOM CIRCLE, SUITE 130 CHAPEL HILL, NC 27514 (91G; 923-4165 - FAA ( 19) 904-3745 (hapel Hill•(arboro's News,Talk d Tar Heth slauco Account Executive: Jan Bolick , Billing Cycle ADVERTISER/COMPANY Standard Orange County Government Company Name: Calendar Contact Name: Carla Banks 200 S. Cameron Street Address: Need Notarized City: Hillsborough State: NC Invoices 2727$ Scripts Zip: 919-245-2302 None Work Phone: Cell Phone: 919-475-6650 Email: cbanksgorangecountync.gov Fax: 919-644-3004 Start Date August 1, 2014 End Date July 31, 2015 Contract Details - Monthly 5-minute feature interview on WCHL afternoon news -Two-hour remote during Orange County Expo (in April) - Banner ads for Expo on Chapelboro for one month prior to Expo - Expo notification bar for two days before the Expo - Sponsorship of The Forum (in April), 120 commercials, logo exposure - Chapelboro calendar listing and newsletter mention for the Expo MONTHLY COST $464.16 net Payment is due within 30 days of receipt of invoice.If payment is not received within 45 days,we reserve the right to charge your credit card. Type of Card: Name on Card: Card Number: Expiration Date: Security Code: Billing Address: gnature: Printed Name: Date: tONTRACT WNDMONS PLEASE INITIAL: 1. PAYMENT AND BILLING •I Station will bill Advertiser(or Agency,if any)monthly Payment by Advertiser(or Agency)is due within fifteen days of receipt of Station's invoice. Invoices(including attachments)shall contain dates and times of broadcasts in accordance with the Station's log and commercial length and cost(s). (d) Upon request of Advertiser(or Agency)an affidavit will be furnished by Station at the time of billing. 2. LIABILITY FOR PAYMENT (a) Any Agency of which an officer,partner,employee,or other representative thereof,acting with the actual or apparent authority,accepts this Agreement on behalf of Advertiser acknowledges,represents,and agrees that it(i)is Agent for said Advertiser and(it)shall be liable for all payments to be made to Station hereunder. (b If Advertiser,through an officer,partner,or employee,is a signatory to this Agreement,it shall be liable Oointly and severally with Agency,if any)for all payments due Station hereunder. Such liability shall not be satisfied upon Advertiser's transfer of funds to Agency for payment to Station,except insofar as such payments are made, in good faith,after such time as Station might reasonably be expected to have notified Advertiser of its concern that timely payment of sums so received by Agency was not being made to Station (c) Station shall be entitled to reasonable attorney's fees and other collection expenses. 3. AGENCY COMMISSION Unless otherwise noted,no advertising agency commission is included in the pricing on the face of this agreement. 4. TERMINATION (a) Unless otherwise stated on the face hereof,this Agreement may be terminated by Station or Advertiser upon 30 days prior notice (b) If station terminates this Agreement,Advertiser shall have the benefit of the same discounts)which it would have earned had it been allowed to complete the Agreement. If Advertiser terminates the Agreement earned rates will apply. The advertiser will also be billed for any commercials that ran above and beyond the monthly contracted amount if the number of commercials exceeds the total amount contracted for that time period. S. EFFECT OF BREACH (a) Station reserves the right to cancel this Agreement upon default by Advertiser(or Agent)in the payment of bills or other material breach of the terms hereof at any time upon prior notice. Upon such cancellation,all charges for commercials broadcast hereunder and not paid for shall become immediately due and payable. Upon such cancellation neither Agency nor Advertiser shall be liable for payment,either in whole or in part,for commercials scheduled for broadcast after the cancellation. Advertiser and Agency shall be liable for Station's reasonable expenses,including attorney's fees,in obtaining payment for bills due. (b) In the event of a material breach by Station in performing under this Agreement,Advertiser(or Agency)reserves the right to cancel this Agreement at any time upon prior notice. b. INABILITY TO BROADCAST If,due to public emergency or necessity,force majeure,restrictions imposed by law,acts of God,labor disputes,or for any other cause beyond Station's control,there is an interruption or omission of any commercial announcement contracted to be broadcast hereunder,and if no suggested substitute time period is acceptable to Advertiser(or Agency,if any),Station shall allow a reduction in the charges equal to the price assigned to the commercial announcement at the time of purchase Advertiser(or Agency,if any)shall have the benefit of the same discounts which would have been earned if there had been no interruption or omission. SUBSTITUTION OF PROGRAMS OF PUBLIC SIGNIFICANCE (a) Station shall have the right to cancel any commercial covered by this Agreement in order to broadcast any program that in its absolute discretion it deems to be of public significance. In any such case,Station will notify Advertiser(or Agency,if any)in advance if reasonably possible,but where such notice cannot reasonably be given,Station will notify Advertiser(or Agency)within one business day after such scheduled broadcast. (b) if Advertiser(or Agency)and Station cannot agree upon a satisfactory substitute day and time,the broadcast so preempted shall be deemed cancelled without affecting rates,discounts,or rights provided under this contract. 8. COMMERCIAL MATERIAL (a) Unless otherwise noted on the face of this Agreement,all commercial announcement material shall be furnished by Advertiser(or Agency). All expenses connected with the delivery of commercial announcements to Station and with return there from,if return is directed,shall be paid by Advertiser(or Agency). (b) If commercial material and scheduling instructions do not arrive at the Station 48 hours in advance(excluding weekends and federal holidays)Station shall so notify Advertiser(or Agency). (Station shall have no such obligations regarding a change of commercials about which it has received no notice) If after such notice such material and instructions do not arrive in time for broadcast,Station shall so notify Advertiser(or Agency)and may bill Advertiser(or Agency)therefor. Station will exert all reasonable effort to broadcast material received from Advertiser(or Agency)despite late receipt. (c) If due to public emergency or necessity,force majeure,restrictions imposed by law,acts of God,labor disputes,or any other cause beyond Advertiser's(or Agency's) control,Advertiser(or Agency)cannot provide commercial material prior to scheduled broadcast hereunder,Advertiser and Agency shall not be liable to Station. If no such substitute day and time period is mutually agreed upon,Station shall credit Advertiser(or Agency)for time hereunder in the amount of money assigned to the commercial announcements at the time of purchase. Advertiser(or Agency)shall have the benefit of the same discounts which would have been earned if the commercials had been broadcast. (d) Commercial material provided by Advertiser(or Agency)is subject to approval and Station may exercise a continuing right to reject such material,including a right to reject for unsatisfactory technical quality. If the commercial material is unsatisfactory,Station shall notify Advertiser(or Agency)promptly and,unless Advertiser(or Agency)furnish satisfactory material 24 hours prior to broadcast time,this agreement may be terminated by either part'without penalty to either party. 9. BROADCAST LIABILITIES Station agrees to hold Advertiser and Agency harmless against all liability resulting from the broadcast of musical compositions licensed for broadcasting by a music licensing organization of which Station is a licensee. Advertiser and Agency agree to hold and save Station harmless against all Lability resulting from the broadcast of commercial material furnished by Advertiser(or Agency),except musical compositions licensed as stated above. 10. NON DISCRIMINATION Vilcom Interactive Media,LLC does not discriminate in the sale of advertising time,and will accept no advertising which is placed with an intent to discriminate on the basis of race or ethnicity.Advertiser hereby represents and warrants that it is not purchasing broadcast air time under this advertising sales contract for a discriminatory purpose,including but not limited to decisions not to place advertising on particular stations on the basis of race or ethnicity. 11. GENERAL 1 This Agreement may not be assigned or transferred without first obtaining the consent of Station in writing. Failure of Station or Advertiser(or Agency)to enforce any of the provisions herein shall not be construed as a waiver of that or any other provision. ,j Station's obligations hereunder are subject to the terms and conditions of licenses held by it and to applicable federal,state,and local rules and regulations. (d) Notice required to be given under this Agreement may be given in any manner reasonable under the circumstances. (e) This agreement contains the entire agreement between the parties relating to the subject matter herein contained,and no change or modification of any of its terms shall be effective unless made in writing and signed by the parties. Client#: 1506138 20VILCOLLC ACORD_ CERTIFICATE OF LIABILITY INSURANCE DATE /YYYY) 7/244/201/201 4 THIS CERTIFICATE IS 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 holder is an ADDITIONAL INSURED,the policy(ies)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). PRODUCER NAME: BB&T Insurance Services, Inc. A No,EXt:919 281-4500 ac N,, 8887468761 Post Office Box 13941 E-MAIL Durham,NC 27709 ADDRESS: 919 281-4500 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Selective Insurance Co of Ameri 12572 INSURED VilCom Interactive Media LLC dba WCHL INSURER B:Accident Fund Ins Co of America 10166 And Chapelboro INSURER C: 88 Vilcom Centre Suite 160 INSURER D: Chapel Hill,NC 27514-3300 INSURER E: 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 POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MM/DD/YYW MMIDD/YYYY LIMITS A GENERAL LIABILITY 52095155 1/01/2014 01/01/2015 pEACMHOECCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence) $300 000 CLAIMS-MADE a OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY PRO LOC $ A AUTOMOBILE LIABILITY S2095155 1/01/2014 01/01/201 COMBINED SINGLE LIMIT Ea accident $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY id r accent $ AUTOS AUTOS ( ) X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident A X UMBRELLA LIAB X OCCUR S2095155 1101/2014 01/01/2011 EACH OCCURRENCE $5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE s5,000,000 DED I X I RETENTION$0 $ B WORKERS COMPENSATION WCV6096666 1/01/2014 01/01/201 X WC STATU- OTH- AND EMPLOYERS'LIABILITY Y I N OFFICEWMEMBER EXCLUDED?ECUTIVE7 N/A E.L.EACH ACCIDENT $500 000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION Carla Banks SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Director of Public Affairs ACCORDANCE WITH THE POLICY PROVISIONS. Orange County Government 200 S.Cameron St. AUTHORIZED REPRESENTATIVE Hillsborough,NC 27278 fly ©1 88-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S12732936/M11663241 SB7