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HomeMy WebLinkAbout2015-319 BOCC - Sound Advice for Sound/AV support $37,450 aa�s 31q TITLE Sound Advice FY 2015-16 NORTH CAROLINA ORANGE COUNTY SERVICES AGREEMENT UNDER$90,000.00 This Services Agreement (hereinafter "Agreement"), made and entered into this 1 st day of July, 2015, ("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, (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 ofproject): 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 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 9113 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. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this 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 any proposal. 3. Basic Services Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Services as described in the document titled "Service Agreement" dated March 3, 2015 and attached hereto,the "Proposal." a. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2015 to June 30, 2016. 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 additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2015. 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 (Donna Baker) 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. 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 Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://oran�ecountync.gov/purchasiiig/contracts.ast)). 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). 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 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. 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. 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 rights of respective parties hereunder shall be governed by the laws of the State of North 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 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. 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 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. 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 amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. 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. 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 Project as 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 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. i. 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: 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, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDE By. B . County Manager Printed Name and Title This instrume t has bee a proved as to technical content. apartment Director This instrument has been pre-audited in the manner required by the Local Government Budget and 'scal Control Act. a (at44*�� . 1 -tvet^ cF-o Office of the Chie Financial Officer This instrutypnf3ks been approved as to form and legal sufficiency. Office of the County Attorney Revised 9/13 7 Box 2 Wi Winterville, NC 28590 T(252)355-1111 F(252)355-1113 contact @saenc.com OF EASTERN NORTH CAROLINA www.scenc.com SERVICE AGREEMENT Orange County Information Technologies Hillsborough, NC 27278 Attn: Donna S Baker (919) 245-2285 March 3,2015 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 1,2015 thru June 30,2016. 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 sched- uling 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 includ- ed, such as connectors or small connection wires. If equipment cannot be repaired on site, Sound Advice will re- move the equipment and have it repaired. Sound Advice will make every effort to expedite the repairs and/or pro- vide 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 Primarily,a representative will be on-site for the majority of all Commissioner Meetings. Up to fifty five(55) meet- ings are covered under this contract. Some meetings may be unscheduled emergency meetings and/or public hear- ings 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 Tech- nician ensure meeting is underway and operating properly before leaving. (We estimate on average we will leave 30-45 minutes after the meeting begins.This contract also includes up to ten(10) meetings that OCIT may elect to have Sound Advice Technicians onsite for the duration of the meeting. Those meetings must be scheduled in ad- vance,so we may schedule our representatives accordingly. OFF-SITE REPAIRS Equipment requiring factory repairs or replacement is not included under this contract. Sound Advice will be re- sponsible for obtaining factory repairs or replacements at the direction of OCIT. Repair parts and equipment re- pairs 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. Page 2 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 ac- count.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 rranslatinzr4e.������� Page 3 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 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)roust be endorsed.If SUBROGATION IS WAIVED,subject to the terns 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 WINTERVILLE, NC 28590 Hillsborough, NC 27278 Email: dbaker @orangecountync.goV COVERAGES THIS 1S 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 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 TYPEOFINSURANCE ADDL UR POLICYNUMSER POLICYEPP POLICY EXP L1MtTS O VD APND ® COMMERCIAL GENERAL LIABILITY SMP 0129077 7/26/2015 7/26/2016 GENERAL AGGREGATE $2,000,000 -OCCURRENCE PRODUCTS-COP.9PIOPS AGGREGATE $2,000,000 G EN'L AGGREGATE APPLIES PER POLICY PERSONAL&ADV INJURY $1,000,000 EACH OCCURRENCE $1,000,000 DAPAAGE TO RENTED $100,000 PREP,9ISES Ea Oocwence MED EXP(Any one person) $5,000 ❑ BUSINESSOWNERS EACH OCCURRENCE $ AGGREGATE $ UTOMOBILE LIABILITY C (- a ED SINGLE LIPAfr $1,000,000 (Eaach cadenl) _ ® SCHEDULEDAUTOS BAP 2099108 7/712015 1/712016 BODILY INJURY(Per person) $ ❑ HIRED AUTOS BODILY INJURY(Per accident) $ ® NON-OWNED AUTOS pOa�°M"� $ ❑ GARAGE LIABILITY El (Other) ❑ EXCESS LIABILITY— EACH OCCURRENCE $ OCCURRENCE AGGREGATE $ WC STATUTORY LIMITS ® WORKERS COMPENSATION N/A AND EMPLOYERS'LIABILITY WC 0225953 4/28/2015 4/28/2016 E.L.EACH ACCIDENT $500_,000 POLICY APPLIES TO THE WORKERS E_L DISEASE-EA EPAPLOYEE $500,000 COMPENSATION LAW IN THE STATE OF NC E.L.DISEASE-POLICY LIMIT $5500,000 OTHER: El DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED AUTHORIZED IREPRESENT�NE BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DATE 814/2015 COl 0910