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HomeMy WebLinkAbout2020-406-E BOCC-Sound Advice videography servicesRevised 11/19 1 [Departmental Use Only] TITLE Sound Advice FY 20-21 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1st day of July, 2020, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Sound Advice of Eastern NC, (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): Technology Maintenance 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 DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D Revised 11/19 2 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. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out and/or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign and/or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D Revised 11/19 3 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, 2020. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2020 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 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, 2020. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Forty Four Thousand Eight Hundred Fifty Dollars ($44,850.00). Payment for satisfactorily performed 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 S. 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 DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D Revised 11/19 4 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 a. Indemnity. To the extent authorized by North Carolina law 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. DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D Revised 11/19 5 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. 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.orangecountync.gov/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. DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D Revised 11/19 6 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 an y 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 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. Signatures. 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. j. Notices. Any notice required by this Agreement shall be in writing and delivered by DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D Revised 11/19 7 certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Donna S. Baker David Evans, President P.O. Box 8181 PO Box 2005 Hillsborough, NC 27278 Wake Forest, NC 27588 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D Revised 11/19 8 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: By: _________________________________ Bonnie B. Hammersley, County Manager By: __________________________________ David Evans, President Printed Name and Title DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D 7/2/2020 7/13/2020 Revised 11/19 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Sound Advice of Eastern NC Party/Vendor Contact Person: David Evans Contact Phone: 919-439-6296 Party/Vendor Address: PO Box 2005 City Wake Forest State: NC Zip: 27588 Department: BOCC Amount: $44,850 Purpose: Technology Maintenance Services Budget Code(s): 10200020-630000 Vendor # 60094 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7/1/2020 Approved by Board Yes No Agenda Date: 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: Department Director’s Signature ________________________________________ Date: ________ 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 insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: 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:_________ DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D 7/2/2020 7/2/2020 7/10/2020 7/10/2020 7/13/2020 PO Box 2005 Wake Forest, NC 27588 Greenville (252) 355-1111 Raleigh (919) 439-6296 F (252) 355-1113 contact@saenc.com www.saenc.com SERVICE AGREEMENT Orange County Board of Commissioners Hillsborough, NC 27278 Attn: Donna S Baker (919) 245-2285 January 24, 2020 This maintenance agreement is made between Sound Advice of Eastern North Carolina and Orange County Board of Commissioners (OCBOC). The effective date of this contract is July 1, 2020 thru June 30, 2021. OUR FULL SERVICE MAINTENANCE AGREEMENT is an Annual Maintenance contract covering labor, service, transportation, travel, and some minor software changes as outlined below. Under this agreement, a Sound Advice representative will inspect these rooms, listed below, on a quarterly basis. These inspections will include any necessary cleaning, calibrating and testing of the audio-visual equipment in these rooms. Coordination of sched- uling maintenance and access to all rooms will be made with OCBOC representative. Any repairs that can be made on site will occur at that time. Minor parts needed in these on-site repairs are includ- ed, such as connectors or small connection wires. If equipment cannot be repaired on site, Sound Advice will re- move the equipment and have it repaired. Sound Advice will make every effort to expedite the repairs and/or pro- vide a loaner piece of critical equipment until such repairs are made, as available. A detailed inventory of all audiovisual equipment can be provided electronically to OCBOC indicating equipment name, model, serial number, location, (building, floor and room). Initially this process of gathering this data will happen over time until all of the AV is documented. Sound Advice will maintain documentation, as required, on all maintenance trips by location and have the ability to send a report to OCBOC including: ▪Date of inspection ▪Any disparity in inventory ▪Maintenance concerns (extreme wear and tear, vandalism, useful life of equipment, inoperable equipment, etc) ▪Recommendations for equipment, wiring, system replacements, security Primarily, a representative will be on-site for the majority of all Commissioner Meetings. Up to forty seven (47) meetings are covered under this contract. This contract also supports eight (8) optional meetings for support of additional board meetings such as the Board of Adjustment - that will be billed separately @ $500 per meeting if used. Some meetings may be unscheduled emergency meetings and/or public hearings that can be verified via OCBOC. Sound Advice typically requires two weeks notice when scheduling these additional meetings. Some of the DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D monthly maintenance visits referenced above may be scheduled to coincide with County Commissioners meetings. The representative will be there in advance of the meeting start time (two (2) hours minimum) to address any tech- nical, logistical or operational needs and to assure that all systems, (including house and television systems) are working properly prior to the meeting beginning. The Sound Advice Technician will ensure meeting is underway and operating properly before leaving. We estimate on average we will leave 30-45 minutes after the meeting begins. This contract also includes up to eight (8) meetings that OCBOC may elect to have Sound Advice Technicians on- site for the duration of the meeting. Those meetings must be scheduled in advance, so we may schedule our repre- sentatives accordingly. OFF-SITE REPAIRS Equipment requiring factory repairs or replacement is not included under this contract. Sound Advice will be re- sponsible for obtaining factory repairs or replacements at the direction of OCBOC. Repair parts and equipment repairs will be billed separately from the contract. Repair parts, equipment replacement, and shipping cost will be billed to OCBOC. All offsite repairs should be provided to in a timely manner and for the purpose to keep the service equipment functioning and its supporting functions on time, with time being of the essence. NON-EMERGENCY SERVICE CALLS The service agreement will provide a forty-eight (48) hour Non-Emergency on-site response time during normal office hours (8 A.M. – 5 P.M.) weekdays (excluding holidays). Telephone response will be available within two (2) hours on a normal basis. EMERGENCY SERVICE CALLS Emergency calls for service are not included in this maintenance proposal and will be billed independently of the maintenance contract. The Emergency Service Call service agreement would use the rates listed below, from the time the technician leaves to resolve the problem: 1.Rates are as follows: •Emergency Rate - $150 per hour •Holiday Rate - $200 per hour 2.Response Times are as follows: •Emergency 2-4 hours on site •Holiday 2-6 hours on site •Telephone 1-2 hours availability Sound Advice will provide OCBOC with a list of contacts and telephone numbers who will service this contract, if desired. Page 2 DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D SECURITY, PARKING AND BUILDING ACCESS Sound Advice will need parking and building access for two vehicles and personnel. Sound Advice will need badges or keys for up to 3 personnel to gain access to the building, but a maximum of two vehicles at one time. Sound Advice shall take all measures necessary to comply and to ensure their employees comply with the security rules and regulations of OCBOC and all applicable Federal, State and local rules, laws and regulations. Sound Advice will provide, upon request, criminal background checks on all personnel who service the OCBOC account. The background checks shall cover 7 years of the employee’s place of residency. LOCATIONS TO BE INCLUDED Maintenance and upkeep for the following audio-visual systems in Orange County Complexes as listed below: Orange County Commissioners Boardroom - Whitted & SHSC Locations The base cost of the contract is $40,850. The eight (8) optional meetings to be billed when and if they are used is $4,000. The total contract cost is $44,850. Sound Advice supports OCBOC’s Living Wage request/ requirements as part of this contract. The base cost will be billed in monthly payments to OCBOC. Fu- ture meeting rooms or facilities can be evaluated and added to this agreement per the mutual consent of Sound Advice and OCBOC. Sound Advice of Eastern North Carolina PO Box 2005 Wake Forest, NC 27588 6410 Rogers Road Rolesville, NC 27571 Fed ID: 56-1936218 David Evans, President Page 3 DocuSign Envelope ID: 940DA989-15AB-410F-A869-C7FAD5AB663D