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HomeMy WebLinkAbout2021-195-E-Human Rights Relations-Houck Transit Advertising DocuSign Envelope ID:5D04E744-49DD-4FEE-ACA8-703D1BBDA528 [Departmental Use Only] TITLE Houck Advertising FY 20-21 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 15' day of April, 2021, ("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 Houck Transit Advertising (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 furnished under this Agreement are as follows: Fair Housing Queen Bus ads to be placed on the exterior(2)of Chapel Hill Transit buses that travel major routes throughout Orange County. The term of this agreement rendered shall be from April 21,2021 to April 21,2022. 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 (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed five-thousand two hundred fifty dollars, ($5,250.00). 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 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 11/19 1 DocuSign Envelope ID:5D04E744-49DD-4FEE-ACA8-703D1BBDA528 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. 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 I IA 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.oran eg coggtync. og v/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 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 Revised 11/19 2 DocuSign Envelope ID:5D04E744-49DD-4FEE-ACA8-703D1BBDA528 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 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. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE CO Toqusigned by: PROVIDER DocuSigned by: By. d"6VU AAC hwva ,t,VsS " By. roGw, f"Obm Department Director Title: ccou 200 S. Cameron St. Dave Engstrom P.O. Box 8181 1025 Tomlyn Ave., Suite 100 Hillsborough,NC 27278 St. Paul,MN 55126 Revised 11/19 3 DocuSign Envelope ID:5D04E744-49DD-4FEE-ACA8-703D1BBDA528 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Houck Transit Advertising Party/Vendor Contact Person: Dave Engstrom Contact Phone: 503- 484-7408 Party/Vendor Address: 1025 Tomlyn Ave., Suite 100 City St. Paul State: MN Zip: 55126 Department: Human Rights &Relations Amount: $5,250.00 Purpose: Fair Housing Queen Bus ads to be placed on the exterior(2) of Chapel Hill Transit buses that travel major routes throughout Orange County Budget Code(s): 30460020-790003- 71300 Vendor# (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No❑ Contract Type: (Check one)New ® Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑ No❑ Agenda Date:April 21,2021 -April 16,2022 This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: cuSigned by: F�!,­­7­477M VuLAA, R MMbI 4/19/2021 Department Director's SignatureDate: Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: 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 of insuran dg"Mecifications,and requirements: Office of the Risk Management Officer &A. rbrvu,TTb Date: 4/19/2021 Financial Services This instrument has been pre-audited in the manner r ""t4?d Local Government Budget and Fiscal Control Act: s�oscR.�se.L 4/20/2021 Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal form and suffi 4acusigned by: Qblwb L 1-6S(h 4/20/2021 Office of the County Attorney Date: Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@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: Revised 11/19 4 DocuSign Envelope ID:5D04E744-49DD-4FEE-ACA8-703D1BBDA528 CERTIFICATE OF LIABILITY INSURANCE P ATE(MMIDD/YYYY) 10/15/2020 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. If 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 endorsement($). PRODUCER CONTACT Sandi Wong David Schiminsky,Agent PHONE 651-774-8671 1 FAX 651 415-1284 AIC No Ext: A/C No 2097 County Road D Suite B E-MAIL sandi.won e94h statefarm.com ADDRESS: g' Maplewood, MN 55109 INSURERS AFFORDING COVERAGE NAIC# INSURER A: State Farm Fire and Casualty Company 25143 INSURED INSURER B: State Farm Mutual Automobile Insurance Company 25178 Houck Motorcoach ADV INC. INSURER C: 1025 Tomlyn Ave Suite 100 INSURER D: Shoreview, MN 55128 INSURERE: INSURER F: 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 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 ADDL SUBR POLICY EFF POLICY EXP POLICY NUMBER MM/DD/YYYY MMIDD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE ®OCCUR DAMAGE TO RENTED 300,000 PREMISES Ea occurrence $ MED EXP(Any one person) $ 5,000 A N N 93-EE-K459-0 03/01/2020 03/01/2021 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY❑ERCO 0 LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: line 2 Includes fire llab $ AUTOMOBILE LIABILITY N N 163-8623-F22-23G 06/22/2020 12/22/2020 oa MI1INFD a cider SINGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $ 1,000,000 B OWNED SCHEDULED BODILY $ 1,000,000 AUTOS ONLY AUTOS ) HIRED NON-OWNED PROPERTY DAMAGE $ 1,000,000 AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIABixi OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE 93-BG-C698-9 07/29/2020 07/29/2021 AGGREGATE $ 5,000,000 DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE I ER A ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? � NIA Y 93-MD-EO39-9 02/09/2020 02/09/2021 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION 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 REP75iNTATIVE ©1988-2015 ACORD CORPORATION. II rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 01486 132849.12 03-16-2016