Loading...
HomeMy WebLinkAbout2016-261-E DEAPR - MdM Historical Consultants - editorial-writing, property catalog entries for Historic Resources Publication DocuSign Envelope ID: EDA3D663-EOCD-4A89-8551-72F3CF28CEBF [Departmental Use Only] TITLE Historic Book Editorial FY 2015-16 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 12''day of May, 2016, ("Effective Date")by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), party of the first part; and MdM Historical Consultants(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: Provide editorial services needed to produce 45 revised and fully edited inventory catalog entries for the Orange County Historic Resources Publication project, as detailed in Attachment 1: "Scope of Work and Payment Schedule." The term of this agreement rendered shall be from May 15,2016 to December 31,2016. 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 Three Thousand One Hundred Fifty, ($3,150). 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 Generate Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Revised 1/16 1 DocuSign Envelope ID: EDA3D663-EOCD-4A89-8551-72F3CF28CEBF Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at - http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (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 County'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, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement 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. County may suspend this Agreement upon reasonable notice to the Provider. 7. Entire Agreement and Si atures: 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. Priori : In determining the basic services to be provided, should any documents be referenced in or attached to 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. 9. Governing Law:aw: Both parties agree that this Agreement shall be governed by the laws of the State of 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. By executing this Agreement Provider affirms-that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 10. 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. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. 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 1/16 2 DocuSign Envelope ID: EDA3D663-EOCD-4A89-8551-72F3CF28CEBF IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER ,¢DocuSigned by: °DocuSigned by: By: �6vuvutt, R MKI l5 /2016 By t ttA5/13/2016 'Mmag ... Title: 2002MD213584260 ce President 200 S. Cameron St. Jennifer Martin,Vice President P.O. Box 8181 MdM Historical Consultants Hillsborough,NC 27278 PO Box 1399,Durham,NC 27702 Revised 1/16 3 DocuSign Envelope ID: EDA3D663-EOCD-4A89-8551-72F3CF28CEBF Attachment 1 Scope for Editorial Services Project for Historic Resources Publication Project overview for contract: The Contractor will provide professional editorial services needed to produce revised and fully edited entries for 45 historic properties selected for inclusion in the Orange County Historic Resources Publication Project. Work will include reviewing existing entries, making draft revisions, incorporating historical research performed by others, and generating final drafts of each entry. The Contractor will perform work under the supervision of the DEAPR, through the Cultural Resources Coordinator. Work to be performed: The Contractor shall collaborate with DEAPR staff to perform the following services: • Review existing written property entries generated in earlier phases of the project for content and completeness • Recommend areas where additional research is needed and convey research needs to DEAPR staff • Prepare draft revisions for each entry and submit to DEAPR staff for review • Make revisions and submit final drafts to DEAPR in digital format • DEAPR staff will review all rough and final drafts for content, style and accuracy. DEAPR will provide the following: • List of the 45 properties to be included in this phase of the project,to be developed in consultation with the Contractor • Additional documentary research or background materials for each entry as needed, subject to the limitations of available sources. Schedule and Payment: • Project work shall commence on or after May 15, 2016 and be completed by December 3112016 • Payment can be made on a progress basis as follows: the Contractor can submit an invoice for$1,500 upon completion of all final-editing work for 20 entries, and upon obtaining approval from DEAPR for those submittals. A final payment of$1,650 will be made upon satisfactory completion and DEAPR approval of the editing and revisions to aII 45 entries. 5-6-16 DocuSign Envelope ID: EDA3D663-EOCD-4A89-8551-72F3CF28CEBF -�•17� OP ID:SF DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 02/11/2016 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 CONTACT Lee-Moore Insurance Agency Inc PHONE FAX P.O.BOX 667 A/C No Ext: 'C'No): West End,NC 27376 E-MAIL A Alex Maiolo DDRESS:PRODUCER MDMHI-1 CUSTOMER ID#: INSURER(S)AFFORDING COVERAGE NAIC# INSURED MDM Historical Consultants,In INSURERA:Hartford Insurance 14397 Cynthia de Miranda PO Box 1399 INSURER B: Durham, INC 27705 INSURER C: INSURER D: 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 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. INSR TYPE OF INSURANCE I DDR W D POLICY NUMBER MMIDD/YYYY MMIDD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY 22SBMVE4769 09/25/2015 09/25/2016 PREMISES Ea occurrence $ 300,00 CLAIMS-MADE [::]OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,00 POLICY PRO Loc Emp Ben. $ 5,00 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 100,00 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE X HIREDAUTOS 22SBMVE4769 09/25/2015 0912512016 (PER ACCIDENT) $ X NON-OWNED AUTOS 22SBMVE4769 09/25/2015 09/2512016 $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County Dept of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Environment,Agriculture, Parks,and Recreation PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough,INC 27278 Alex Maiolo ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD