Loading...
HomeMy WebLinkAbout2012-352 EMS - Wireless Communications Inc for Narrowbanding Project Management $7,500 2.a 1.2- 3Sz [Departmental Use Only] TITLE Narrowbanding Project FY 2013 ORANGE COUNTY CONTRACT UNDER$10,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 15th day of August, 2012, ("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 Wireless Communications, Inc. (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 (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: See Attachment A The term of this agreement rendered shall be from August 15,2012 to December 31,2012. 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 performed in accord with this Agreement. The amount to be paid by the County shall not exceed $7,500, ($7,500). 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 Provider, 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: The Provider shall obtain, at its sole expense, all insurance needed to adequately insure itself during the performance of these services as required by the County's Risk Management Policy. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable Revised July 2010 1 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 intenticnal act or omission on the part of the Provider. 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. 7. Entire Agreement: 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. 8. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. 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. 9. 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. ORAN T PROVIDER _ By: By:. .- Cou ty Manage 4itle: G F y 200 S. Cameron Wireless Communication,Inc. P.O. Box 8181 315 Kitty Hawk Dr Hillsborough,NC 27278 Morrisville,NC 27560 This instrument has een ap ved as to technical content. Fran .Montes de Oca,Department Director 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 ns me t been approved as to form and legal sufficiency. Offi of the my Atto ey Revised July 2010 2 ATTACHMENT A Orange County Emergency Services Narrowbanding Wireless Communications Project Management Scope of Work July 31,2012 Wireless Communications,Inc.will provide project management for overall responsibility to coordinate and facilitate the county narrowbanding project for services. • Develop a project schedule for the narrowbanding of the subscribers and paging systems • Conduct a kickoff meeting • Facilitate the development of the transitional planning • Identification of the back-up internal communications plan during system/subscribers programming cutover • Coordination of scheduling and logistics • Conduct a review with each entity for verification of subscribers and assessment for required replacement subscribers,subscriber counts,pager counts and fire alerting D Orange Grove White Cross ➢ Orange Rural ➢ Eno ➢ Caldwell E#land ➢ New Hope ➢ Cedar Grove D Emergency Services And coordinate Chapel Hill&Carrboro l=ire Departments along with the County • Schedule and conduct additional meetings as required • Completion of Narrowbanding Services(Estimated 10 workday duration) • Provide documentation of services and replacement subscribers • Punch list item resolution • Close the Project