HomeMy WebLinkAbout2019-767-E Visitors Bureau - Sallie Sharding Designs VB guide DocuSign Envelope ID:3088EC2A-97F6-4B53-887A-E84EC72201D6
[Departmental Use Only]
TITLE Sallie Scharding
Design
FY 2019-2020
NORTH CAROLINA
SERVICES AGREEMENT UNDER$90,000.00
NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 22nd day
of October, 2019, ("Effective Date") by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and Sallie Scharding, sole
proprietor, DBA Sallie Scharding Design, having an address of 26 Oakwood Drive, Chapel Hill,
NC 27517, (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): Design 2020 CHOC VB Visitors Guide.
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
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DocuSign Envelope ID:3088EC2A-97F6-4B53-887A-E84EC72201D6
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.
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. Notwithstanding the foregoing,
upon Orange County Visitors Bureau's sign-off on the final PDF mechanical files
indicating entirety of the content has been reviewed, said PDF is approved as-is,
and is approved for printing. Upon approval of final printing mechanical files,
omissions, errors and accuracy of content are the responsibility of the Orange
County Visitors Bureau.
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): See Exhibit I attached.
4. Duration of Services
a. Term. The term of this Agreement shall be from October 22, 2019 to December 31,
2019.
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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
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 October 22,
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 twelve thousand
Dollars ($12,000.00). 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 (Patty Griffin,
Communications Manager) 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. WAIVED PER DEPARTMENT DIRECTOR AND 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�ountyLac. 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.
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
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things shall become the property of the County and may be used on any other project
without additional compensation to the Provider subject to County's compliance with
copyright laws and regulations of copyright protected content, securing permissions and
providing compensation for any additional usages of such protected content as may be
necessary. 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 natures. 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:Patty Griffin Sallie Scharding
P.O. Box 8181 26 Oakwood Drive
Hillsborough,NC 27278 Chapel Hill,NC 27517
[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID:3088EC2A-97F6-4B53-887A-E84EC72201D6
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:
Doc LiSigned by: OocuSigned by:
By 66lnJ'n C' Rm&�tyv5 By: Sa.�itr Sd'ff '
06379946755E477.. 8302E20USA504EO .
Sallie Scharding, sole proprietor
Printed Name and Title
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DocuSign Envelope ID:3088EC2A-97F6-4B53-887A-E84EC72201D6
Leslie Wilcox
From: Steve Brantley
Sent: Tuesday, October 15, 2019 3:39 PM
To: Leslie Wilcox
Cc: Laurie Paolicelli
Subject: New Services Agreement Under 90K No RFP/RFQ for preliminary legal review - Ingram Creative
From: Leslie Wilcox
Sent: Tuesday, October 15, 2019 3:36 PM
To: Steve Brantley
Cc: Laurie Paolicelli
Subject: RE: New Services Agreement Under 90K No RFP/RFQ for preliminary legal review - Ingram Creative
Subject: New Services Agreement Under 90K No RFP/RFQ for preliminary legal review- Ingram Creative
With respect to the thorough research that has been conducted by Visitors Bureau staff to pursue a vendor contract with the
vendor firm Sallie Scharding Design,to include seeking the informed opinions from Orange County Risk Management and Legal,
I concur with the request to waive the Certificate of Insurance requirement.
Regards,
Steve Brantley
Director
Orange County Economic Development
131 W. Margaret Lane, Suite 205
Hillsborough, NC 27278
Office Tel #(919) 245-2326
sbrantley@orangecountync.gov
DRAM E COUNTY
www.growinorangenc.com
From: Leslie Wilcox
Sent: Tuesday, September 17, 2019 11:14 AM
To: Steve Brantley
Cc: Laurie Paolicelli
Subject: FW: New Services Agreement Under 90K No RFP/RFQ for preliminary legal review - Ingram Creative
Good Morning Steve,
It's that time of year when Laurie and Patty contract to have the annual visitors guide designed and produced. They've used
Ingram Design Services in the past and have a proposal and agreement from Dwight Ingram to use his services again this
year. Following County process, I've put his agreement into the County contract template and have John Roberts legal approval
in the email string below. The question came up, however, about a Certificate of Insurance. So I called Alisa Cornetto and asked
her about County policy on COls with sole proprietors and small businesses,which the Visitors Bureau uses many for much of
the services we hire. Alisa advised that in these situations we actually don't have to have a COI but that the Director should
indicate in an email that they are fine waiving the COI requirement. I will then attach that email in the DocuSign process so Alisa
is aware.
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DocuSign Envelope ID:3088EC2A-97F6-4B53-887A-E84EC72201D6
Could you please respond whether you authorize waiving the Certificate of Insurance for Ingram Design Services in regards to
the contract to design our 2020 Visitors Guide?
Please contact me if you have any questions or need additional information.
Thank you!
Leslie Wilcox
Chapel Hill/Orange County Visitors Bureau
501 W. Franklin Street I Chapel Hill, NC 1 27516
919.245.4328 1 Iwilcox@visitchapelhill.org
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From: Leslie Wilcox
Sent:Tuesday, September 17, 2019 8:53 AM
To:John Roberts (joroberts@orangecountync.gov)<joroberts@orangecountync.gov>
Subject: New Services Agreement Under 90K No RFP/RFQ for preliminary legal review- Ingram Creative
Good Morning John,
Attached please find a new Services Agreement Under 90K No RFP/RFQ for Ingram Creative Services for your preliminary legal
review prior to DocuSign routing.
Please let me know if you have any questions, concerns, comments or need anything additional.
Thank you!
Leslie Wilcox
Chapel Hill/Orange County Visitors Bureau
501 W. Franklin Street I Chapel Hill, NC 1 27516
919.245.4328 1 Iwilcox@visitchapelhill.org
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DocuSign Envelope ID:3088EC2A-97F6-4B53-887A-E84EC72201D6
Exhibit 1
SALLIE SC HARD IN/ESIGN
October 15, 2019
Patty Griffin
Communications Director
Chapel Hill/Orange County Visitors Bureau
501 W. Franklin Street, Chapel Hill, NC 27516
RE: 2020 Orange County Visitors Guide
Dear Patty:
Thank you for engaging the creative services of Sallie Scharding Design. I
am thrilled to collaborate with OCVB to design and produce the 2020 Orange
County Visitors Guide and also the 2020 OCVB map cover!
I have reviewed your proposed timeline and, while gettting abbreviated,
confident I can meet the December 6 deadline date.
On the following pages, please find:
1. Statement of scope
2. Estimated pricing
Thank you for the opportunity to work with you once again on these projects!
Sincerely,
Sallie Scharding
Sallie Scharding Design
SALLIE SCHAROING DESIGN Sall ieScharding.com 1 919-969-0990
DocuSign Envelope ID:3088EC2A-97F6-4B53-887A-E84EC72201D6
SALLIE SC HARD IN/ESIGN
2020 ORANGE COUNTY VISITORS GUIDE
STATEMENT OF SCOPE
PROJECT DESCRIPTION:
• Design and production of the print and digital (to ISSUU specifications)versions of the
Chapel Hill/ Orange County 2020 Visitors Guide,
- 6" x 10", 64 pages using existing template
- Fold-out map insert
- Mechanical created in InDesign, drafts provided as POF's.
• All content(copy, photos, artwork,etc)to be provided by the client.
COVER DESIGN:
• Two layout options for the front cover are included.
• Additional cover explorations, photo research, and photo retouching to be
charged additionally @ $150 per hour.
DRAFTS/REVIEW:
• Orafts to be provided in PDF format. Review via phone, email OR in-person,as needed.
• Additional changes resulting in additional drafts beyond 04 to be billed @ $150 per hour.
• Hard copy drafts, if requested,will be billed per hour plus cost of printing.
• On-site final review of printer spreads.
FINAL PRINT MECHANICALS:
• PRINT: Mechanical will be created in Adobe InDesign to specification for print, provided
in readers spreads with all fonts, graphics and support files included. Proofs to be
provided as POF's. Files provided include native InDesign files and PDFx1A POF's.
• FINAL MECHANICALS: Files for for archive provided via dropbox.
• On-site final review of printer spreads.
P0F'S:
• Print mechanical converted to POF's.
• Law-res version created for web use.
• ISSUU version created per specifications.
LIMITS AND EXCLUSIONS:
1. Changes, corrections and additions beyond proposed project scope require
re-estimating and are billed on a per-hour basis 0 $150 per hour.
2. Content received after 02,will be considered out of scope and billed at$150 per hour.
3. On-location press checks not included. If needed, press checks are billed @ $150 per
hour plus travel expenses.
4. MISC EXPENSES: Proposal includes creative design and production services only,
and does not include purchase of stock or original photography, illustration,computer
generated graphics, photo retouching, printing, press checks, bluelines or printed
comps. Additional expenses will be billed separately and include a 20% markup.
SALLIE SCHAROING DESIGN Sall ieScharding.com 1 919-969-0990
DocuSign Envelope ID:3088EC2A-97F6-4B53-887A-E84EC72201D6
SALLIE SC HARD IN/ESIGN
2020 ORANGE COUNTY VISITORS GUIDE
Fee Er Payment Schedule
Design and production of 64-page Orange County 2020 Visitors Guide.
DESIGN AND PRODUCTION AS PER SCHEDULE . . . . . . . . . . . . . . . . . $12,000
• Design, layout and produce 64 page Visitors Guide.
• Provide PDF drafts as per schedule.
• Produce and provide print and digital mechanical, plus native InDesign files
and PDFx1A PDF.
PAYMENT SCHEDULE:
1. Deposit of $3000 due upon acceptance of estimate, and retainer to
engage the services of Sallie Scharding Design . . . . . .Due 10/22/19
2. Payment 2 of$3000 . . . . . . . . . . . . . . . . . . . . . . . . . to be paid 11/5/19
3. Payment 3 of$3000 . . . . . . . . . . . . . . . . . . . . . . . .to be paid 11/26/19
4. Payment 4 of$3000. . . . . . . to be paid 12/5/19 prior to final delivery
5. Miscellaneous Charges . . . . . . . . . . . . . . . . . .billed upon completeion
TERMS AND CONDITIONS
Invoices are payable upon receipt. Interest at 1.5% per month is charged on
outstanding balances over 30 days; no new work/files will be released if there
are any balances over 30 days.
Please sign below and we will get started!
Patty Griffin, Communications Director, CH/Orange County Visitors Bureau Date
10/15/2019
Sallie Scharding/Sallie Scharding Design
SALLIE SCHAROING DESIGN Sall ieScharding.com 1 919-969-0990
DocuSign Envelope ID:3088EC2A-97F6-4B53-887A-E84EC72201D6
SALLIE SC HARD INC/- DESIGN
2020 OCVB MAP COVER DESIGN
PROJECT DESCRIPTION:
• Design and production of 2020 OCVB map cover to match approved 2020
visitors guide.
ORAFTS/REVIEW:
• Two drafts provided in POF format
• Review via phone, email OR in-person.
MECHANICALS:
• Print mechanical to be created in Adobe InDesign to specification of existing
template with all fonts and graphics files included.
• Proofs to be provided as POF's.
• Provided as native InDesign files and PDFx1A PDFs,
PROPOSED PRODUCTION SCHEDULE:
Delivery.....................................................................................................TBO
ESTIMATE
DESIGN OCVB MAP COVER DESIGN............................................................$750
LIMITS AND EXCLUSIONS:
1. Changes, corrections and additions beyond proposed project scope require
re-estimating and are billed on a per-hour basis P $150 per hour.
2. Content received after 02, will be considered out of scope and billed at
$150 per hour.
3. On-location press checks not included. If needed, press checks are billed P
$150 per hour plus travel expenses.
4. MISC EXPENSES: Proposal includes creative design and production
services only, and does not include purchase of stock or original
photography, illustration, computer generated graphics, photo retouching,
printing, press checks, bluelines or printed comps. Additional expenses will
be billed separately and include a 20% markup.
TERMS AND CONDITIONS
Invoices are payable upon receipt. Interest at 1.5% per month is charged
on outstanding balances over 30 days; no new work/files will be released if
there are any balances over 30 days. Final files released upon receipt of final
payment.
Let's get started! Please sign below.
Patty Griffin, Communications Director, CH/Orange County Visitors Bureau Date
10-15-2019
Sallie Scharding/Sallie Scharding Design
SALLIE SCHAROING DESIGN Sall ieScharding.com 1 919-969-0990