HomeMy WebLinkAbout2019-443-E BOCC - Velasquez Digital Media cablecasting DocuSign Envelope ID:4EA9E902-880B-4F7D-B74C-1 DD7142131 B38
[Departmental Use Only]
TITLE Cablecasting
FY 19-20
NORTH CAROLINA
SERVICES AGREEMENT UNDER$90,000.00
NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this I' day of
July, 2019, ("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, LLC, (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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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 as described in the document titled
"Service Agreement" dated January 24, 2019 and attached hereto, the "Proposal."
4. Duration of Services
a. Term. The term of this Agreement shall be from July 1, 2019 to June 30, 2020.
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
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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, 2019.
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 Thirty-four thousand
nine hundred sixty Dollars ($34,960.00). 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 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 County's Risk Manager.
8. Indemnity
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a. Indemnity. The Provider agrees, without limitation, 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 property damage or bodily injury
including death 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 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.
c. Non-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 non-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
http://www.oran ec�ountync. ov�/departments/purchasing_division/contracts.php.) Any
violation of the Orange County Non-Discrimination Policy 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.
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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.
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. Si atures. 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 I IA 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 Velasquez Digital Media
P.O. Box 8181 P. O Box 62441
Hillsborough,NC 27278 Durham,NC 27715
[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID:4EA9E902-880B-4F7D-B74C-1 DD7142131 B38
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:
Docu Sig fled by: Docu Signed by:
twu5 A&�MJA, Gln i�l�t UG(a.S��j
By aA3E81B12B364B4 . By. BD359a4FCCFC4BB..
County Manager
7/12/2019 Monique Velasquez
Printed Name and Title
7/10/2019
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DocuSign Envelope ID:4EA9E902-880B-4F7D-B74C-1 DD7142131 B38
V v
uitirAL MEDIA COMMUNICATIOMn
January 24,2019
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
$620 per meeting under four hours and$720 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$65/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
•Compiling how to use equipment and procedure manual
•Communicating with clerk,manager and staff about cable schedule
•Maintain a professional meeting environment
• 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
Whiffed and at Southern Human Services Center
34 meetings x$620= $21,080
(4 hour gavel to gavel with added charges as stated above if over*)
Joint meetings with CH/Carrboro/School Board/Fire Depts/Planning/AOG at Whitted or SHSC
9 meetings x$720=$6480
(4 hour gavel to gavel with added charges as stated above if over*)
BOA/other meetings at Whitted or Southern Human Services Center
10 meetings x$620=$6200
(4 hour gavel to gavel with added charges as stated above if over*)
Economic Summit at Whitted 3-4 hour event.Additional floating camera/op(for breakout sessions).
If event exceeds 4 hours,VDMC will charge$165 per half hour over.
$1200(price reduced if floating camera op is not needed)
Estimate for all meetings
54 meetings totaling$34960
(estimate is for a 4 hour gavel to gavel with added charges as stated above if over*)
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DocuSign Envelope ID:4EA9E902-880B-4F7D-B74C-1 DD7142131 B38
r v
j 11100- C4 L
uitirAL MEDIA CuMMUNICATIUMn
OTHER SERVICES
Maintenance,Research and Consulting will be provided at$45/hour.Only charged as
requested with a 2 hour minimum charged.
Meetings held in any venue not listed in this quote will start at$2500 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.
Camera and Camera Op for an event can be provided at$800
Additional information:
Please note that if BOCC meetings are held at the Department of Social Services,Hillsborough Commons,
113 Mayo Street,Hillsborough,North Carolina.
The charge will be$2,500/meeting under four hours and staffed with four people.If meeting exceeds four
hours from gavel to gavel,VDMC will charge
a$270/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$15 Orange County Living Wage
hourly rate.
Thank You,
Piper Kessler/partner
Velasquez Digital Media Communications,LLC
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DocuSign Envelope ID:4EA9E902-880B-4F7D-B74C-1 DD7142B1 B38
'¢ CERTIFICATE OF LIABILITY INSURANCE [t6/021201
E{MMlDITIYYYY)
9
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 endorser- If SUBROGATIONIS WAIVED,
subjectto 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
USI INS SVCS NATIONAL INCIPHSINEW NA
22272525 PHONE (877)532-3486 FIA�X (888)443-6112
The Hartford Business Service Center (JVC,No,Ext): .No):
3600 Wiseman Blvd E-MAIL
San Antonia,TX 78265 ADDRESS:
INSURER(S)AFFORDING COVERAGE NAM#
INSURED 1NSURERA: The Hartford Casualty Insurance Company 29424
Velasquez Digital Media Commun INSURER B
PO 13OX 62441
❑URHAM NC 27715-0441 INSURERC:
INSURER D:
INSURER E:
INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
0
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD o
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 SEEN REDUCED BY PAID CLAIMS.
INS TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS
ITR INSR WVD MMIDDIYYYY MIRMINY YYY
COMMERCIAL CrENE!?AL LIABILITY EACH OCCURRENCE $2,O0D,D00
CLAIMS--MADE OCCUR DAMAGE TO RENTED $300,000
PREMISES ga accunance
X General Liability MED EXP(Any one person) $10,000
A 22 SSM VD4347 07/01/2019 07/0112020 PERSONAL BADVINJURY $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,600 _
POLICY Q PRO-
JECT I --]LOC PRODUCTS-COMP/OP AGG $4.000,000 =-
OTHER
AUTOMOBILE LIABIUTY COMBINED SINGLE LIMIT $2,0OD,000
aZident _
ANY AUTO BODILY INJURY(Per pemm)
A AUTOS AUTOS A OWNED UTC15 LED 22 SBM VD4347 0710IJ2019 07/01/2020 BODILY INJURY[Per accident) _
X HIRED X NON-CWNED PROPERTY DAMAGE
AUTOS AUTOS (Per mvdenl)
UMBRELLA LAB OCCUR EACH OCCURRENCE T
EXCESS LIAR CLA1M5- AGGREGATE
NWDE
ED RETENTION$i
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'LIABILITY STA7U R
ANY YIN E.L.EACH ACCIDENT
PROPRIETOWPARTNEMEXECUTIVE NI A
OF FICEMMEM BER EXCLUDED? E.L.D I SEASE-EA EMP LOY EE
(Mandatory in NH)
If yes.describe under EL DISEASE-POLICY LIMIT
DESCPJPTION OF OPERATIONS below
A EMPLOYMENT PRACTICES 22 SBM VD4347 07/01/2019 07/011202-0 Each Claim Limit $5.000
LIABILITY Aggregate Limit $5,000
OESCRJPWNOFOPENATIONS/LOCATIONS/NFHICLES{ACORD 101.Additional Remarks Schedule.may beattached itmorespare is required)
Those usual to the Insured's Operations.
CERTIFICATE BOLDER CANCELLATION
Orange County, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
Division of Purchasing/Conh'ol Services BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELNERED
Attn: Pam Jones IN ACCORDANCE WITH THE POLICY PROVISIONS.
PO BOX 8181 AUTHORIZED REPRESENTATIVE
HILLSBOROUGH NC 27278
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