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HomeMy WebLinkAbout2012-086 AMS - Norment Security Group, Inc. for Upgrade of Security Systema~Jz-~~~ A r~c s [Departmental Use Only] TITLE FY NORTH CAROLINA ORANGE COUNTY SERVICES AGREEMENT OVER $90,000.00 RFP - NO REIMBURSABLE EXPENSES This Services Agreement (hereinafter "Agreement"), made and entered into this 28th day of March, 2012, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Norment Security Group, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: l. Services a. Scope of Work. i) This Services Agreement ("Agreement") is for professional services to be rendered by Provider to County with respect to (insert rype of project): Upgrade Security Control Systems at the Orange County Jail in accordance with Norment Proposal No. 09202011; Controi System Migration (Attachment'A' attahched hereto) 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. 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 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, in the performance of the Agreement. Provider shall correct any and all errars, 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 wark under this Agreement without prior written permission of the County. Revised July 2010 No permission for subcontracting shail 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) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the perforniance 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. 3. Basic Services a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County's Request for Proposals (the "RFP") "RFP Number N/A for "Contol System Migration" issued September 20, 2011, and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachment A(designate all attachments). In the event a term or condition in any document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP together with attachments, Provider's Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert task list and milestone dates) Task 1. Pre-Construction Meeting 2. System Engineering 3. Material Procurement 4. System Programming 5. System Installation 6. On-site Testing 7. Customer Training Milestone Date 4/11/2012 5/31/2012 6/30/2012 7/15/2012 8/15/2012 8/ 17/2012 8/22/2012 iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services Revised July 2010 2 a. Term. The term of this Agreement shall be from March 28`h, 2012 to December 31St, 2012. b. Scheduling of Services i) The Provider shall schedule and perform his activities in a timely manner so as to meet the Milestone Dates listed in Section 3. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his 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 April 1 S`, 2012. 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 is One Hundred Forty-four Thousand, Seven Hundred Eighty-nine and 00/100 Dollars ($144,789.00). 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. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as percentages of the whole as Project milestones as set out in Section 3(a)(ii) are achieved. (For example, if there are 10 Project Tasks with Milestone Dates then Provider may invoice for the first 10% of the whole upon County's acknowledgement of the satisfactory completion of Task one. Upon the Counry's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for the next 10% of the whole.) b. 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 the (Sheriffs Department) 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. The Provider shall purchase and maintain and shall cause each of his subcontractors to purchase and maintain, during the period of performance of this Agreement: i) Worker's Compensation Insurance for protection from claims under workers' or workmen's compensation acts; ii) Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Provider's employees or any other person and to real and personal property including loss of use resulting thereof; iii) Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury ar death, and property damage; and iv) Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Provider or his agents, Providers and employees. Revised July 2010 b. Insurance Ratin~. The minimum insurance rating for any company insuring the Provider shall be Best's A. tf the Provider does not x~ie~t the insuran~e requirements the County's Risk-Manag~r must be c.~i~asnlted pr~or,~ii fiiq~li~i~rg ~is ~~t`ee.~ne~nt. a Limits of Coveraee. Minimum limits of insurance coverage shall be as follows: 1NSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE • Worker's Compensation Limits for Coverage A- Statutory State of N.C. Coverage B - Employers Liability $500,000 each accident and policy limit and disease each employee • Commercial General Liability $1,000,000 Each Occunence; $2,000,000 Aggregate. • Automobile Liability Combined Single Limit $500,000 • Professional Liability N~TE;.Insert coyerage iimits,~equired by Risk Man~~er if applic~ble. N/A d. Additional Insured. All insurance policies (with the exception of Warker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 8. Indemnity a. Indemnitv. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims ar expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage 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 Countv. 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. Compensation After Termination. i) In the event of termination, the Provider sha11 be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incuned or anticipated to be incurred by the County due to errors or omissions of the Provider. Revised July 2010 4 ii) Should this Agreement be tertninated, 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 Proj ect. 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. 11. Additional Provisions a. Limitation and Assi~nment. 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. c. 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 ar actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire A~reement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, 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. e. Severabilitv. 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. f. 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 properiy 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. g. 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. Revised July 2010 5 h. 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 Attention: P.O. Box 8181 Hillsborough, NC 27278 Provider's Name & Address Norment Security Group, Inc. 621 Poole Drive Garner, NC 27529 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: By: '~~ ~12~ ~'...1'~2t~yyc.~~, , Chair Orange County Board of Commissioners Attest: Do Clerk to the Board ,~~~t8e ' ~04 ~ ..,~'v'.~ 4.. PROVIDER: ~ By: ~ Shriwnh/t~bt~ .~-~r~~~/ G~!~ Printed Name and Title as to technical content. Deva This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. ~~~ ~~ ~ Office of the Finance Director This i stru nt has b ~ ved as to form and legal sufficiency. ""'``_... ~ce of the County Attorney ` Revised July 2010 6 ATTACHMENT 'A' orrnen SECURITY GROUP, INC. East Coast Regional Office 621 Poole Drive, Garner, NC 27529 Voice (919) 779-0006 • Fax (919) 779-0351 DUS: 11-3536 Proposal for Modernizing Security Control Systems Orange County Sheriff's Office and Detention Center 106 East Margaret Ln. Hillsboro, NC 27278 This Proposal is to be received by: Sheriff Lindy Pendergrass Norment Security Group, Inc. Confidential Documents Enclosed ~~~~~~~ SE+~URITY GF~t7~.JP, IN+~. ~~ 1~-~s~ East Goast Re~ional O~ice 621 Poo1e DriVe, Gdrner, ~+1C 23529 Phon+e (919) 77'9-000~, fax ~919j 779-~351 ~aww:normenUSecuritt,y.cam Contact Information Sheet Date: September 20, 2011 To: Sheriff Lindy Pendergrass Phone: (919) 644-3050 From: Mike Suriano Reference: Control System Migration Norment Security Group, Inc. - East Coast NC-ASLB - License No. 00213P2 VA-DCJS - License No. 11-3536 ~~~~~~~ SE~URIT1f GRO~.1P, IN~_ UCJS 11-S53G 09202011 Control System Migration DATE: September 20, 2011 TO: Sheriff Lindy Pendergrass PROJECT: Control System Migration LOCATION: Orange County Jail, Hillsboro, NC ARCHITECT: N/A At the request of the facility, Norment surveyed the IDEAS control system installed approximately 1998. The IDEAS control equipment is no longer in production and is no longer supported. We are offering a migration solution to an off-the-shelf PLC product. Along with the migration to a PLC system we will replace the hard graphic control panels with new Touch Screen control units with gooseneck IC master stations. We Propose the Following: Scope of Work Part 1- Furnish and install the work as designated below, except as specifically excluded under Part 2: 1.1 - Replace IDEAS Control Modules • Furnish and install an off-the-shelf industrial PLC control system to replace the existing IDEAS system. • Furnish and install a remote PLC UO unit in the old Control Room for the doors connected to the old graphic panel. • Furnish and install new control cabling as necessary. • Furnish and install three (3) Touch Screen control stations. Two (2) in new control room #103, one (1) in old control room. • Program Touch Screen stations to have the same control functions as the current hard graphic panels. 1.2 - Intercom System Furnish and install an upgrade Intercom System. • Furnish and install Intercom cabling as necessary. • Furnish and install a gooseneck style master station at each of the three Touch Screen stations. 1.3 - UPS Backup Power - 10 Minute Runtime • Furnish and install UPS backup in the main PLC equipment rack to backup the PLC head-end. Please sign and return one copy For our ~les. This proposal is subject to acceptance with in 30 days from We hope this proposal will merit your placing with us your the date hereon, and to all standard terms and conditions noted business, which will have our best attention in pursuing the on the attached page. work to completion. By: Mike Suriano Accepted: Firm: East Coast Reeional fl#fice 62~ ~t`>o1e Drive, Garnet.l~iC 27529 anon+e fi~i~y rt~a~oasa ~ax t~~~~ r.+~-o~~ www.narment~eeueity.com 2of4 ~~~~~~~ SE+~URITY ~GRt~~,JP, INC_ ~ ~z-~~~ 0920201I Control System Migration • Furnish and install UPS backup on the Touch Screen units. 1.4 - Remove Old Panels Remove old panels and turn over to Owner for disposal. Part 2- We specifically exclude the following: 2.1 - Any excavating and concrete work. 2.2 - Provision of any conduit, electrical boxes and pull strings. Part 3 - Clari~cations: 3.1 - Camera call-up is not a current function of the graphic panels and is not included in this proposal. 3.2 - The three (3) graphic panels located in Control Room 103 will be consolidated to two (2) ToucY- Screen units. 3.3 - The two graphic panels located in the existing jail control room will be consolidated to one (1) Touch Screen unit. 3.4 - Main PLC head-end equipment may be located in Mechanical Room 211. 3.5 - Norment will reuse the existing doar locks. 3.6 - Norment will reuse the existing IC stations and Intercom amps as necessary. 3.7 - After migration is fully engineered any conduit requirements will be forwarded to the Owner. Part 4 - General Notes: 4.1 - Upon acceptance of this proposal Norment will provide the customer, during the initial warranty period, our 24/7 on-call technical phone number. 4.2 - For this project Norment will provide its standard General Liability Insurance. (Certificate furnished upon request) 4.3 - We are not responsible for broken or damaged glass, metal or other materials (except that caused by our own employees) nor for the protection of same. 4.4 - We will perform periodic clean-up of waste generated by our work and deposit debris into containers or dumpsters provided by others 4.5 - Suitable secured dry storage space is to be provided by the Owner for our materials and protection of same. 4.6 - Payment & Performance Bonds are not included. 4.7 - Norment has included NC sales tax. Base Bid Total - $144,789.00 Please sign and return one copy for our files. This proposal is subject to acceptance with in 30 days from We hope this proposal will merit your placing with us your the date hereon, and to all standard terms and conditions noted business, which will have our best attention in pursuing the on the attached page. work to completion. By: Mike Suriano Accepted: Firm: Eas# Goast Reeional O##ice 621 PooQe Drive. Gdrner, ~UC 33529 Pf~one (9i~9) 779-OOt15, fax ~919j ?79-0351 v-*r~nr.nornseat~s~curit,y.com 3of4 STANDARD TERMS AND CONDITIONS APPLYING TO MATERIALS INSTALLED BY US: L CLEANING. NORMENT does not include final cleaning of glass, metal, or other materials installed by our personnel. We are however responsible for the policing and cleaning up of our work areas on a daily basis with regard to trash,cut-offs, and broken glass. 2. DAMAGE AND PROTECTIONS. (a) We are not responsible for broken or damaged glass, metal or other materials (except that caused by our own employees), nor for the protection of same. Our responsibility for damage and loss in transit ceases upon delivery in good condition to a public carrier. (b) All burns, weld spatters, exposed field rivets, bolts, nuts, welds, and any marring of the shop coat of painting on security equipment shall be thoroughly cleaned and retouched by the finish paioting contractor. (c) Purchaser shall protect all items installed by us from damage by paint, etc., being installed by other trades. Any material so damaged shall be repaired or replaced by purchaser at no cost to us. 3. OVERTIME. All work is to be performed during regular week day warking hours. Extra charges will be made for overtime work or for work performed on Saturdays, Sundays, or holidays. 4. STORAGE. Purchaser shall provide suitable and ventilated storage space for our materials at job site, without charge to us. We do not accept any xesponsibility for damage of material not stored properly. 5. PREPARATION. (a) Purchaser shall be entirely responsible for accuracy of building construction such as loca[ions of beams, columns, and masonry walls, and for accuracy in concrete work. Concrete ceilings must be level and true. Any chipping of concrete or pointing up between the jail steel and the coocrete work that may be necessary due to unevenoess of concrete shall be done by others at no cost to ~s. Purchaser is responsible for setting all hollow metal frames true and plumb. We exclude concrete, masonry work, plumbing work, carpentry work, and field painting. (b) Purchaser shall complete all floor finish, cement, curbs, water proofing, and other cement work, where shown or specified in connec[ion with the materials fumished by us, and all plastering and pain[ing on or near soch materials. (c) Purchaser, without expense or unnecessary delay to us, shall provide necessary opening through the outside wall of building no less than 6'0" x 8'0" for iogress materials purchased pursuant to this proposal. 6. CHANGE OR CANCELLATION. Materials or work in process is not subject to change or cancellation. 7. CONTINGENCIES. Delivery and performance by us is contingent upon caused within our control. We shall not be liable for any losses, damages or delays due to or caused by insurrection, riot, war, civil or military authority, transportation difficulties, fire shortage of labor or material, strike or labor disputes, flood, storm, or any other cause or circumstance whether like or unlike the foregoing, beyond our reasonable control or for any delays due to any failure of you or others [o furnish and/or approve technical data, drawings, etc. Acceptance of materials on delivery shall constitute a waiver of any claims for losses or damages due to delay, whether or not excused by the foregoing, and shall consti[ute a waiver of [he right to revoke such accep[ance for any reason. Further, under no circumstances shall we be liable for any liquidated, special, incidental or consequential damages or for any penalties, whether direct or indirect. 8. TERMS. Unless otherwise stated in writing, terms of paymen[ shal] be: Net thirty (30) days after submittal of monthly pay reqoest on date required by the contract Net thirty (30) days afrer completion of installation during the previous month; Subject to our approval of credit. Time of payment is of the essence. No shipment will be made to or labor performed for jobs with a past due account. 9. BACK-CHARGES. No back-charges against us or deductions from our contract price shall be valid unless made with our prior written consent, 10. VERBAL STATEMENT. This proposal covers completely oor entire understanding and is not to be modified in any way by verbal statements. I]. TRADE PRACTICES. All customary trade conditions and practices, not in conflict with anything herein stated, will apply to this proposal and any contract based thereupon. ] 2. ACCEPTANCE. All accepted proposals are subject to our approval, any contract based upon this proposal will incorporate this proposal in its entirety, including all terms and conditions hereof. Acceptance is limited to the terms of this proposal. Notification of objection is hereby given to any different or additional terms. All prices are subject to acceptance and unless a conditiona] commitroent in writing is received by us within ten (l0) days after bid date, prices are subject to change without notice. 13. CONTRACT. In the event of xny conflict between the terms and conditions stated herein and the terms and conditions of any acceptance or agreement to which these terms may be made a paR thereof or in the plans or specificatioos now or hereafter e~cisting, the terms of this proposal and the terms and conditions herei^ stated shall govern. 14. HOISTING. Purchaser shall provide us free use of purchaser's hoist on regular time. I5. EMBEDS. We exclude the distribution, set[ing and building in of all embeds. 16. DISTRIBUTION. We exclude receiving, unloading, and distribution of any materials we furnish or ins[all except glass, hazdware, and control consoles. 17. ANCHOR BELTS. We exclude all erec[ion anchor bolts, screw, shields, etc. for anchoring, and materials we do not install except standard masonry straps for hollow metal frames. 18. WARRANTY. We warrant that the materials to be fumished and/or installed by us shall be free from defec[s in material and workmanship under normal use and service, and when properly installed, for a period of twelve months from the date of installation, if installed by us, or from the date of delivery, if not installed by us. We agree to repair or replace F.O.B. point of shipment, such materials, or any part [hereof, found by us after inspection as defective, provided said materials and/or equipment has been properly installed and provided said equipment has been properly operated and maintained in accordance with our recommendations and the recommendations and specifications of the manafacturer. Our obligation hereunder shall be ]imited to the replacement or repair and in no event shall we be liable for consequential, inciden[al or special damages. THIS WARRANTY IS MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND EXCLUDES ANY WARRANTIES OF MERCHANTABILITY OR FITNESS. 19. PLANS AND SPECS. If materials are being fumished by us in accordance with plans and specs, the materials comply with the plans and specs to the best of our knowledge. However, all of the materials and equipment are subject to final acceptance by the architects and/or owners and we do not warrant their acceptance. With respect ro any error of deficiency in any provisions of the specifications, plans or drawings fumished to us or in the event of any charges thereto, purchaser shall reimburse us for any additional expense res~lting from such error, deficiency or chauge. 20. TIME FOR ACCEPTANCE. This proposal is subject to acceptance within the time limitations stated on the reverse side hereof aud, further, within said time, prices are subject to change without notice unless a conditional commitment, in writing, is received by us within ten days afrer bid date. 21. DEFAULT. Should purchaser fail to pay for all labor, materials or supplies fumished by us, when payment is due, or should purchaser o[herwise default in any of the provisions of this agreement, and should we employ an attomey to enforce any provision hereof or collect damages for breach of this agreement or recover on any applicable payment bond, then purchaser and its surety agree to pay us such reasonable attomey's feed and other costs as we may expend therein. 22. RETENTION. In no event shall purchaser hold retainage from us at a percentage greater than [he percentage retained by [he owner form purchaser. 23. TAXES. We iuclude all applicable taxes, unless stated otherwise on the face of the proposal. APPLYING TO MATERIAL(S) WE DO NOT INSTALL: For materials fumished, but not installed, by us, the above provisions apply; but delete paragraphs 2, 3, 8, 14, 22 and 23 above, and add the following provisions: 1. TERMS. (Unless otherwise stated in writing) F.O.B. Shipping Point. Net 30 days. Subject to approval of credit. Time of paymeot is of the essence. No shipment will be made to or labor performed for jobs with a past due account. 2. TAXES. Any sales or excise taxes (present or fumre) to be in addition to price(s) named herein, unless stated otherwise on the face of this proposal. RETENTION: In no event shall purchaser hold retention on a supply only order Norment Security Group, Ine. Page 4 of 4 ~~~ ~ EXTENDED WARRANTY PROGRAM ~ SECURI~Y GROUP DATE: September 26, 2011 TO: Sheriff Lindy Pendergrass FROM: Norman Ryan East Coast Operations Manager E(~UIPMENT LOCATION: Orange County Detention Center 106 E. Margaret Ln. (Physical) Hillsboro, NC 27546-0399 WARRANTY NUMBER: ORANGE 10012011 EXTENDED WARRANTY DATE: TBD EQUIPMENT DESCRIPTION: Equipment Inventory for materials covered under Norment's Extended Warranty Program to be supplied at end of project. We propose this Norment Extended Warranty Program to take effect as of the Warranty Date and continue through (TBD). Under this extended warranty we will: - Limited Labor Hours: 80 hours for the initial warranty period and 80 hours per year (1 - 4) thereafter. - Software/Programming Support: Major revision upgrades per software developer recommendations of all Narment programmed systems (Touch Screen and PLC). - Hardware Replacement: Covers all equipment furnished and installed by Norment for the control system migration to a PLC. - Electronic Preventive Maintenance (one visit per year): Perform thorough cleaning, testing, and servicing of all door control equipment, to include PLC, touch screens, computers, and equipment cabinets located throughout the Orange County facility. - Hard-line Preventive Maintenance (one visit per year): N/A. All work will be performed by trained employees during regular working hours of regular working days. All maintenance procedures and repairs will be performed during our regular working hours of our regular working days those who perform the service. If overtime services are later requested by Customer, the Customer agrees to pay extra for the overtime bonus hours at our regular billing rates. There will be no extra charge for the straight time portion. EXTENDED WARRANTY PRICE - Year 1 ........... $16,030.00 - Year 2 through 5.........See payment schedule under "Term" below This proposal, when accepted, shall become binding agreement. All other terms, conditions, and obligations in the Warranty referred to are to remain in full farce and effect. This quotation is valid for ninety (90) days from the proposal date. Norment Extended Warranty Terms and Conditions ScoPE nlvn DEFiN1'r~o1v oF SERVicES: The services provided shall be those indicated on the face hereof for the equipment listed on Attachment "A." The services shall be performed during Norment's normal business hours unless otherwise specified. ExCLUS~oNS: This warranty shall not cover the following: A. Adjustments, repairs or replacement of equipment or parts damaged due to negligence, misuse, abuse, accidents caused by others, vandalism, theft, acts of God, unauthorized repair, operation of equipment with non-compatible equipment or contrary to operating instructions. B. Equipment or parts to which a modification, attachment, alteration or addition has been made unless the modification, alteration or addition has been previously authorized in writing by Norment. Page 1 of 3 TERM: The initial extended warranty is for a 12 month period and wi11 be extended, on an annual basis, for an additional four (4) year period as shown below, subject to anvropriation bv the Oran~e Countv Board of Commissioners. Either partly may terminate this agreement as set forth below (see Termination). Savings Extended Warranty after initial Monthly Annual Payment with ro'ect warrant ex ires Annual Cost Pa ment with 5% Discount Discount Year 1 $ 16,030.00 $ 1,335.83 $ 15,228.50 $ 801.50 Year 2 $ 16,510.90 $ 1,375.91 $ 15,685.36 $ 825.55 Year 3 $ 17,006.23 $ 1,417.19 $ 16,155.92 $ 850.31 Year 4 $ 17,516.41 $ 1,459.70 $ 16,640.59 $ 875.82 Year 5 $ 18,041.91 $ 1,503.49 $ 17,139.81 $ 902.10 PAYN1E1vT: Payments will be made on a quarterly basis due on or before the last day of the month prior to the billing period beginning on the commencement date. The first payment consisting of one fourth the cost of the base price shall be made within thirty (30) days of the execution of this extended warranty. The remaining payments will be made in tl~ree (3) additional payments within ninery (90) day increments following the first payment. All other costs associated with wark performed in accordance with this extended warranty shall be billed separately and invoices for such work shall be paid within thirty (30) days of the date of the invoice. Norment offers a 5% discount for an annual lump sum payment for full contract value. If selected, payment will be due within 45 days of the beginning of each contract period. 5% discount for annual payment (initial here). A late charge in the amount of 1.5 % per month or the highest legal rate, may be assessed against a~y balance past due far more than thirty (30) days together with all costs incurred in collection of overdue amounts. Failure to pay any amount due within sixty (60) days shall be a material breach and Norment shall be discharged from any further obligations under this warranty. TAxES: Customer shall bear the cost of any sales, use, excise or other tax applicable to the services provided hereunder. AccESS: Norment shall be provided unrestricted and timely access to the facilities and all information necessary for Norment to perform the services provided hereunder. Norment shall be provided a safe work place for its personnel. FoxCE MA,iEU1tE: If either ~artv's performance of obligations under this a~reement is materiallv hampered, interrunted, or interfered with bv reason of fire casualty riot war or act of God ar by any local or national emer~encv the affected vartv shall be excused from performance of this agreement. INDEMNIFICATION~ Norment a~rees to hold harmless Customer from and a~ainst anv and all losses, liabilities, and costs (includin~ without limitation attorneys' fees) which Customer may incur become responsible for, or an~pav out as a result of death or bodilv injurv to any~erson or destruction or dama eg to anv vronertv arisin~ out of or in connection with anv ne~lieent acts, errors or omissions of Norment its employees officers directors representatives aeents contractor subcontractors or affiliates in the performance of Services or Norment's breach of anxof its obli~ations under this agreement, or anv violation of law bv Norment or anv of its emplovees officers directors representatives agents contractors subcontractors or affiliates. Customer aerees to hold harmless Norment from and against anv and all losses liabilities and costs (including without limitation, attornevs' fee) which Narment ma~incur become responsible for or ~av out as a result of death or bodilv iniurv to any verson, or destruction or damaQe to anv oro~ertv arising out of or in connection with anynegi~ent acts errors or omissions of Customer, its emnlovees, officers, directars representatives aEents or affiliates in the connection with this a~reement ar Customer's breach of anv of its oblieations under this aereement or anv violation of law bv Customer or anv of its emplovees officers, directors, revresentatives, a~ents, contractors subcontractors or affiliates onlv in the manner and to the extent provided by North Carolina law. Nothine in this section should be construed as a waiver of Customer's defense of sovereign immunitv. Page 2 of 3 LIMITATION OF LIABILITY: Except as vrovided in the foregoing INDEMNIFICATION, the liability of Norment for any claim of any kind shall not exceed the value to date of payments actually received by Norment. In no event shall Norment be liable for any special, indirect, incidental or consequential damages whatsoever. EXCLUSIVE WARRANTY: THE WARRANTIES SET FORTH IN THIS EXTENDED WARRANTY ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE). TERMir1n'r~oN: Either party shall have the right to terminate their obligations under this extended warranty at the end of the term or at the end of any subsequent one (1) year period provided that the party terminating the warranty shall provide ninety (90) days written notice prior to the end of the then current term. Norment shall be paid in full for all work performed and costs incurred prior to the date of termination. GOVERNING LAW. This extended warranty shall be construed and enforced in accordance with the laws of the State of North Carolina. EN'r~ItETY oF AGxEEMEN'r: This proposal constitutes the entire and exclusive warranty for the services to be provided herein. The proposal supersedes and otherwise renders null and void any prior written or oral agreements entered into with respect to the services provided herein. This warranty shall only be modified in a writing signed by both parties. Norman Ryan East Coast Operations Manager Accepted in Duplicate CUSTOMER Approved by Authorized Representative Date: Submitted by: Norment Security Group, Inc. Approved by Authorized Representative Date: Signed: X Signed: ---------------------------------- --------------------------------- Print Name: Print Name: Shawn Huber ------------------------------- -------------------------------- Title: Title: East Coast Regional Manager Name of Company: ---------------------------------------------------------------------- -' Principal, Owner or Authorized Representative of Principal or Owner - Agent (Name of Principal or Owner) Page 3 of 3 ~ 1 ' L~C1SL' Qlif11`C' i Souiheastern Division: bd70 East Johns Gouing • Suite 430 • Johns Creek, GA 30097 • phoae: 888.479.9111 + fcx: 800.535.8576 Lessee: Orange County Date: 9/26/2011 Vendor: Norment Security Amount of Lease: $144,789.00 NOTE: Suhject to Marlin Leasing's credtt approval ter~ns. This quote is valid for 90 days from the date abov~ Payments are + ta~ ~1.00 BWOiJT PLAN-O PAYMF.NTS DnWN A~ SF.f'YlR1TY flF.P()CTT 12 24 36 48 60 $6,714.70 $4,705.97 $3,707.07 $3,112.07 This plan is designed for customers who are certain that they would like to own the equipment at the end of the lease term. The customer may own the equipment for $1.00 at end of lease. Questions? Call Don Lansdown at 1-804-42G-319~, ext. 3229 lsase Quote SI BO 0401