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Home My WebLink About2020-088-E Visitors Bureau - Sallie Scharding Annual Report design servicesRevised 11/19 1 [Departmental Use Only] TITLE Sallie Scharding FY 2019-2020 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 28 day of January, 2020, (“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 Sallie Scharding, sole proprietor, DBA Sallie Scharding Design, having an address of 26 Oakwood Drive, Chapel Hill, NC 27517 (the "Provider"), party of the second part; W I T N E S S E T H: 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 furnished under this Agreement are as follows: Design 2018-2019 Visitors Bureau Annual Report as detailed in Exhibit I attached. The term of this agreement rendered shall be from February 1, 2020 to February 17, 2020. 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. 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 Orange County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed three thousand two hundred fifty dollars, ($3,250.00). 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 Provide r shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or DocuSign Envelope ID: 2F70DF6C-82DA-4FD7-A628-51487DEA1BE1 Revised 11/19 2 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 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 N/A. ALL INSURANCE REQUIREMENTS WAIVED PER DEPARTMENT DIRECTOR AND RISK MANAGER. (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: To the extent authorized by North Carolina law 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. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 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 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 11A 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 laws, 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 http://www.orangecountync.gov/departments/purchasing_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 affirms 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 DocuSign Envelope ID: 2F70DF6C-82DA-4FD7-A628-51487DEA1BE1 Revised 11/19 3 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. If such mediation fails either party may initiate litigation to resolve the dispute. 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. 10.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 p erformance 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. IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. Sallie Scharding, sole proprietor P.O. Box 8181 26 Oakwood Drive Hillsborough, NC 27278 Chapel Hill, NC 27517 DocuSign Envelope ID: 2F70DF6C-82DA-4FD7-A628-51487DEA1BE1 Sallie Scharding/Design | SallieSchardingDesign.com | 919-969-0990 January 27, 2020 Patty Griffin Communications Director Orange County/Chapel Hill Visitors Bureau 501 W. Franklin Street Chapel Hill, NC 27516 Dear Patty, Thank you for engaging the creative services of Sallie Scharding/Design+. I am thrilled to work with you and the Orange County/Chapel Hill Visitors Bureau to design the 2018-2019 Annual Report. On the following pages, please find: 1. Statement of Scope 2. Estimated pricing Please let me know if you have any questions regarding the agreement outlined on these pages. Sincerely, Sallie Scharding ([KLELW, DocuSign Envelope ID: 2F70DF6C-82DA-4FD7-A628-51487DEA1BE1 Sallie Scharding/Design | SallieSchardingDesign.com | 919-969-0990 SCOPE /2018-2019 OCVB Annual Report PROJECT DESCRIPTION: Design and production of the 2018-2019 OCVB Annual Report — 16 pages. Final size 8.5” x 11 staple stiched. — Files created in InDesign with drafts and mechanicals provided as PDF to spec for print, web, ISSUU versions. — All content — copy, photos, artwork, etc— to be provided by the client. COVER DESIGN: • Two layout options for the front cover wil be included. • Additional cover explorations, photo research, and photo retouching to be charged additionally @$125 per hour. PROPOSED PRODUCTION SCHEDULE: D1 D2 D3 Mech 1 Mech 2 Mechanicals to printer:..............................Feb. 17th DRAFTS/MECH REVIEW: • Drafts provided as PDFs. • Additional changes resulting in additional drafts beyond D4 or Mech 3 to be billed @$125/hr. • Hard copy drafts, if requested, will be billed per hour plus cost of printing. • On-site final review of printer spreads. FINAL MECHANICALS: PRINT: • Mechanical will be provided as PDFx1A to specification for print, along with native files, fonts, graphics and support files provided as well. • Stock to be consistent with previous years selection. WEB PDF’s: • Print mechanical converted to web-opimized PDF’s. • Low-res version created to optimize use on-line. ISSUU PDF: • PDF’s version created, per ISSUU specifications. ARCHIVE NATIVE FILES AND MECHANICAL: All mechanical files, PDF’s and support for archiving will be provided via dropbox or WeTranser. LIMITS AND EXCLUSIONS: 1. Changes, corrections and additions beyond proposed project scope require re- estimating and are billed on a per-hour basis @ $125 per hour. 2. Content received after D3, will be considered out of scope and billed at $125 per hour. 3. On-location press-checks not included. If needed, press checks are billed @ $125 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. 5. STANDARD HOURS: Sallie Scharding Design operates during normal business hours - 9am- 5pm, Monday through Friday work requested or required outside these hours will be billed at 2X the hourly rate. DocuSign Envelope ID: 2F70DF6C-82DA-4FD7-A628-51487DEA1BE1 Sallie Scharding/Design | SallieSchardingDesign.com | 919-969-0990 ESTIMATE / 2018-2019 OCVB Annual Report Due to the abbreviated timeline payment is due upon reciept. DESIGN AND PRODUCTION COST ESTIMATE: 26 hours .................$3,250 Design, layout and production of 16 page brochure, production of print web and issue PDF mechancials tp specification, archival of all files, spreads review, proofing and photo prep , and project management, estimated 26 hours for completion @$125 per hour. • Design, layout and produce 16-page, full color, full bleed OCVB 2018-2019 Annual Report. • Provide PDF drafts as per schedule. • Produce and provide print and digital mechanicals, and provide native InDesign files for archival purposes. • Design and productiont to be completed Fab 17th, 2020 PAYMENT SCHEDULE: 1. Deposit/payment of $3,250 due upon acceptance of project outline and estimate 2. Miscellaneous charges and out-of-scope billed upon completion of project. 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 digital sign, return along with payment and I will get started creating a fabulous design for this years annual report. Thank you! 6WHYH%UDQWOH\(FRQRPLF'HYHORSPHQW'LUHFWRU Date Sallie Scharding • Sallie Scharding Design Date DocuSign Envelope ID: 2F70DF6C-82DA-4FD7-A628-51487DEA1BE1 DocuSign Envelope ID:2F70DF6C-82DA-4FD7-A628-51487DEA1BE1 Leslie Wilcox From: Steve Brantley Sent: Wednesday, January 29, 2020 1:51 PM To: Leslie Wilcox Cc: Alisa Cornetto; Laurie Paolicelli Subject: Visitors Bureau - Services Contract under 5K for your preliminary approval. Attachments: 2020-01-28 Sallie Scharding Design Services Contract 2019 Annual Report.doc As outlined by the Orange County Visitors Bureau concerning the attached publication design contract, I concur with the request to waive liability insurance for this small business proprietor, Sallie Scharding. 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 ORANGE COUNTY NORTH CAROLINA www.growinorangenc.com From: Leslie Wilcox Sent: Wednesday, January 29, 2020 10:36 AM To: Steve Brantley Subject: FW: Services Contract under 5K for your preliminary approval. Good Morning Steve, I am processing a contract for the design of the Visitors Bureau Annual Report by Sallie Scharding. We contracted with Sallie to design our 2020 Neighborhood Guide. Sallie is a sole proprietor and doesn't carry liability insurance. We waived the Orange County insurance requirement in the last contract we made with Sallie. If all right with you, could you please respond to this email indicating you waive the insurance requirement for our contract with Sallie to design our 2018-2019 Annual Report? 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 1