HomeMy WebLinkAbout2017-238-E BOCC - Velasquez Media for cablecasting services DocuSign Envelope ID: 1BBE76BE-0509-4636-BABD-F2B681BA1D3B
[Departmental Use Only]
TITLE Cablecasting
FY 17-18
NORTH CAROLINA
SERVICES AGREEMENT UNDER$90,000.00
NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of
July, 2017, ("Effective Date") by and between Orange County, North Carolina a political
subdivision 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 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 of project): 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 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
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DocuSign Envelope ID: 1BBE76BE-0509-4636-BABD-F2B681BA1D3B
quality, accuracy and timely completion and/or submission of all work related to
the Basic Services.
ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns 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) 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.
vi) 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
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): Services to be provided in accord with the
document attached hereto dated January 18, 2017 the "Proposal."
4. Duration of Services
a. Term. The term of this Agreement shall be from July 1, 2017 to June 30, 2018.
b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
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
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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, 2017.
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.
The maximum amount payable for Basic Services shall not exceed twenty seven
thousand eight hundred Dollars ($27,800.00). 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 County'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://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 NA(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.
8. Indemnity
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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.
e. Suspension. County may suspend the Basic Services and this Agreement at any time for
County's convenience and without penalty to County upon three (3) days' notice to
Provider. Upon any suspension by County, Provider shall discontinue work on the Basic
Services and shall not resume the Basic Services until notified to proceed by County.
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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. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-
86.58.
c. Anti-Discrimination. 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 state
and federal anti-discrimination laws, policies, rules, and regulations and the Orange
County Anti-Discrimination Policy. Any violation of this requirement is a breach of this
Agreement and County may immediately terminate this Agreement without further
obligation on the part of the County. This paragraph is not intended to limit and does
not limit the definition of breach to discrimination.
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. 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.
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.
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DocuSign Envelope ID: 1BBE76BE-0509-4636-BABD-F2B681BA1D3B
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.
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. Signatures. 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 11A and Article 40 of North Carolina General Statute
Chapter 66.
j. 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
P.O. Box 8181 Velasquez Digital Media
Hillsborough,NC 27278 P.O. Box 62441
Durham NC 27715
[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID: 1BBE76BE-0509-4636-BABD-F2B681BA1D3B
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: PROVIDER:
DocuSigned by: DocuSigned by:
�°j6t t t it lkaw murstt,i M u,„:„.,fljteo
By: 0637994B755E477... By: BD359A4FCCFC4BB..
J County Manager
Monique Velasquez
Printed Name and Title
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DocuSign Envelope ID: 1BBE76BE-0509-4636-BABD-F2B681BA1D3B
ORANGE COUNTY-DEPARTMENT USE ONLY
Department
Party/Vendor Name: Velaquez Media Party/Vendor Contact Person: Monique Vleasquez Contact Phone: 919 682
9874 Party/Vendor Address: PO Box 62441 City Durham State: NC Zip: 27715 Department: BOCC Amount:
$28,600 Purpose: Cablecasting Services Budget Code(s): 10200020 - 720041 Vendor # 57754 (N/A if new
vendor) Vendor is a BOCC consultant? Yes El No Contract Type: (Check one) New El Renewal El
Amendment ❑ Effective Date July 1,2016 Approved by Board Yes No❑ Agenda Date: June 21,2016
DocuSigned by:
This agreement is approved as to tec in.1 form a,�d content:
�t/o f/ V 6/26/2017
Department Director's Signature 7E6163FCO8764DE... Date:
Information Technologies
(Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer Date:
Risk Management
This agreement is approved for sufficiency /i siaystandards, specifications,and requirements:
((USA. Cone.*& 6/26/2017
Office of the Risk Management Officer Date:
7F-Be€91taaoea98...
Financial Services
This instrument has been pre-audited in the mann erd uquired by the Local Government Budget and Fiscal Control
Act:
CI"/ 0,041./..6,0- 6/26/2017
Office of the Chief Financial Officer 7D4E5181ACC1409... Date:
Legal Services
cuSigned b
This agreement is approved as to eg bj oAnatst}fficiency:
U t& I�OI�t V� 6/27/2017
Office of the County Attorney EAA3D33ED8A8465... Date:
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Donna Lloyd upon completion @ Dolloyd@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board Date:
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DocuSign Envelope ID: 1BBE76BE-0509-4636-BABD-F2B681BA1D3B
January 18,2017
Velasquez Digital Media Communications,LLC,(VDMC),provides the following
proposal for services for Orange County.VDMC proposes cablecasting services as well
as full production services for on-location meetings.VDMC requests quarterly reviews by the County staff
to ensure that the County remains informed about inventory,manuals,
procedures and equipment.
Cablecasting services for twelve months for Orange County Board of County
Commissioners by Velasquez Digital Media Communications,LLC
BOCC meetings held in the Southern Human Services Center 2501 Homestead Rd.,
Chapel Hill,NC and at Whitted,300 W.Tryon St,Hillsborough,NC
$600 per meeting under four hours and$700 per meeting for Joint meetings(Time begins with opening
gavel)using an equipped meeting room and staffed with two people.If meeting exceeds four hours
from gavel to gavel,VDMC will charge$55/per half hour after the fourth hour.*
The tasks include:
•Entering text for titles and agenda
•Composing appropriate shots
•Monitoring Audio levels
•Monitoring video light levels
•Recording the meeting
•Going live to cable
•Scheduling a rebroadcast of the meeting
•Regular maintenance of video equipment
•Compiling equipment and procedure manual
•Communicating with clerk,manager and staff about cable schedule
•Maintain a professional meeting environment
•Enter bulletin board items
•Standardize the video and audio system
•Annual report submitted to clerk/manager 2 weeks before contract conclusion
Labor includes:
•Technical Director
•Audio/Graphics operator
Estimate
Regular/Work Session/Budget/Quarterly/Advisory meetings at
Whitted and at Southern Human Services Center
37 meetings x$600= $22,200
(4 hour gavel to gavel with added charges as stated above if over*)
Joint meetings with CH/Carrboro/School Board/Fire Depts/Planning/AOG
8 meetings x$700=$5600
Estimate for all meetings
45 meetings totaling$27,800
(4 hour gavel to gavel with added charges as stated above if over*)
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DocuSign Envelope ID: 1BBE76BE-0509-4636-BABD-F2B681BA1D3B
OTHER SERVICES
Maintenance,Research and Consulting will be provided at$40/hour.Only charged as
requested with a 2 hour minimum charged.
Meetings held in any venue not listed in this quote will start at$2200 plus any additional
sound or AV support as requested.
If there are any questions,please contact Monique Velasquez,Office(919) 682-9874,
monique@velasquezmedia.com
Meetings held outside of these spaces will require additional
sound and AV support.These services are not covered in this estimate.
Additional information:
Please note that if BOCC meetings are held at the Depal fluent of Social Services,Hillsborough Commons,
113 Mayo Street,Hillsborough,North Carolina.
The charge will be$2,200/meeting under four hours and staffed with four people.If meeting exceeds four
hours from gavel to gavel,VDMC will charge
a$250/half hour after the fourth hour.
Professional equipment being provided by VDMC;
•Communication system
•Two broadcast quality video cameras
•Tripods
•Headphones
•Video switcher
•Audio mixer
•Video and Audio monitor for control room
•Video monitor for meeting room
•DVD-recorder
• Title and graphic Generator
Labor includes:
•Technical Director
•Two camera operators
•Audio operator
Additional note:We currently pay our contractors more than the$12.76 hour rate required by
Orange County.
Thank You,
Piper Kessler/partner
Velasquez Digital Media Communications,LLC
2
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~1G74C)Fe"~ DATE
CERTIFICATE OF LIABILITY INS RANCE
6/3/2017
THIS CERTIFICATEIS ISSUED AS A MATIER 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
REP RESENTA11VE OR PRODUCER,AND THE CERTIFICATE HOLDER_
IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of th o certain policies may require an endorsement. A statement on this
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CHARLOTTE NC 28229 /w.v"cn^. a^ztfy-fu ca:ua� zo "
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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 nEomnsMrmr, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
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CERTIFICATE HOLDER CANCELLATION
SHOULD ANY uF THE ABOVE DESCRIBED POLICIES GE CANCELLED
Orange County,
BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL aE
Division of Purchasing/Control Services DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS,
Attn: Pam Jones AUTHORIZED REPRESENTATIVE
PO BOX 818I
/ --~ / ------HILLSBOROUGH, NC NC 27278
oP1988'2V15ACmmm CORPORATION.All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD