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Home My WebLink About2018-081-E DEAPR - Design Dimensions Cedar Grove history wall editorialDocuSign Envelope ID: FE6ABADE- 4796- 489E- B5FB- F5DEBE14B90C [Departmental Use Only] TITLE Cedar Grove Editorial FY 2017 -18 ORANGE COUNTY CONTRACT iaNDER $1,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 12th day of March, 2018, ( "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 Design Dimensions, Inc. (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 and/or construction (hereinafter referred to collectively as "Services ") to be famished under this Agreement are as follows: Provide editorial, proofreading and layout revision services for the historical/cultural interpretive exhibit or History 'Wall at the Cedar Grove Community Center. The term of this agreement rendered shall be from March 12, 2018 to September 30, 2018. 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 Nine Hundred Fifty Dollars, ($950.00). 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 be required by County's Risk Manager as such insurance requirements are described in the Orange County Revised 10117 DocuSign Envelope ID: FE6ABADE- 4796- 489E- B5FB- F5DEBE14B90C 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 be designated here (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. Indemni : The Provider agrees, without limitation, 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 in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. 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. Cowity may suspend this Agreement upon reasonable notice to 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. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all applicable local, state, and federal laves, rules, and regulations including but not limited to all state and federal anti- discrimination laws, policies, rules, and regulations and the Orange County Non - Discrimination policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at littp: / /www. orangecountync .goy /departmentdpurchasing, division/contracts.php.). 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. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.81. By executing this Agreement Provider a'ff'irms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. 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. Revised 10117 2 DocuSign Envelope ID: FE6ABADE- 4796- 489E- B5FB- F5DEBE14B90C Ili. 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 10117 DocuSign Envelope ID: FE6ABADE- 4796- 489E- B5FB- F5DEBE14B90C IN WITNESS WHEREOF, grange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY DocuSigned by: By. 0 S�-��3/13/2018 L0,1 1CFA1D507A495... r 200 S. Cameron St. P.Q. Box 8181 Hillsborough, NC 27278 Revised 10117 4 OocuSigned by: By.. L� ptjty� 3/12/2018 Tlt1e: F5514810E9D9466... ect Manager Betsy Peters, Design Dimensions, Inc. 401 North West Street Raleigh, NC 27603 DocuSign Envelope ID: FE6ABADE- 4796- 489E- B5FB- F5DEBE14B90C J`1L. f\ ®® C ". CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYYI 027412018 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 have ADDITIONAL INSURED provisions or be endorsed. It 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 endorsament(S). PRODUCER CONTACT TRACY MEADOWS NAME: INSURE H NNo Exc; (919)781 -1115 AX, No : (919)7836427 2507 GLENWOOD AVENUE (27608) } -MAIL TMEADOWSQINSURE- NC.COM ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC M PO BOX 315cs INSURER A: TRAVELERS INDEMNITY OF CONNECTICUT RALEIGH NC 27622 INSURED INSURER B: TRAVELERS CAS INS CO OF AMERICA CLAIMS -MADE k - -1 OCCUR INSURER c. TRAVELERS INDEMNITY COMPANY DESIGN DIMENSION INC INSURER D - 901 NORTH WEST STREET INSURER E; 3 300,0017 RALEIGH NC 27603 INSURER F: $ 5,000 COVERAGES CERTIFICATE NUMBER: Std -17118 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, ILTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMlIIDfYYYY MMMP LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE k - -1 OCCUR PREMISES Ea o menrj 3 300,0017 WD EXP (Arty nne arson ) $ 5,000 PERSONAL &AD'VINJURY $ 1,000,000 A 1- 850- 7A930152 -TCT 1012512017 1012512018 GEN'L AGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE S 2,000,000 is ET ❑ LOC POLICY 171 J PRODUCTS- COMPIOP AGG S 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMONED SINGLE LIMIT Ea aradent 3 1,000,000 BODILY INJURY (Per penwn) 3 x ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS BA- 7A387415 1012512017 10125/2018 Bo-NLY INJURY {Par ao ident) $ PROPERTY DAMAGE Per ecddent $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY X UMBRELLA LIAB � .00CUR EACH OCCURRENCE $ 1,0N,000 EXCESS LIAR CLAIMS-MADE CUP- 7A93O335 10125/2017 10/2512018 AGGREGATE $ 1,000,000 DED RETENTION S $ T,ANY WORKERS COMPENSATION EMPLOYERS' IJABILITY YIN PROPRIETORIPARTNER7EXECUTIVE ICIERUFMBER EXCLUDED? El (Mandatory in NH) NIA IH- UB- 7A36701 -0 10/25/2017 14/2512018 STATUTE �R E-L EACH ACCIDENT 3 1 =0D4,400 E,L, DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,004,001] DESCRIPTION OF OPERATIONS; LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is ntquired) Lei �t tlltL�7�t3�ii1�3_U.3.i ORANGE CC DEPT OF ENVIRONMENT, AGRICULTURE, PARKS AND RECREATION PO BOX 8181 HILLSBOROUGH NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 0 1988 -2015 ACORD CORPORATION, All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD