HomeMy WebLinkAbout2013-275 AMS - Pronet Systems Inc for Annual Security equipment Agreement $27,404.69 [Departmental Use Only]
TITLE ProNet Srvc Agrmnt
FY 2014
NORTH CAROLINA
SERVICES AGREEMENT UNDER$90,000.00
ORANGE COUNTY
This Services Agreement (herinafter "Agreement"), made and entered into this 1st day of
July, 2013, ("Effective Date") by and between Orange County, North Carolina a body politic
and corporate of the State of North Carolina (hereinafter, the "County") and ProNet Systems,
Inc., (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): Full service maintenance of access control and CCTV
security systems equipment as per Attachment A.
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
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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 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) 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 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.
3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): Full service maintenance of access control and
CCTV security systems equipment as per Attachment A.
4. Duration of Services
a. Term. The term of this Agreement shall be from July 1, 2013 to June 30, 2014.
b. Scheduling of Services.
i) The Provider shall schedule and perform his 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 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.
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iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2013.
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
except for any authorized Reimbursable Expenses which are defined herein. The
maximum amount payable for Basic Services shall not exceed Twenty Seven Thousand
Four Hunderd Five Dollars ($27,405). Payment for 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 (Jeff Thompson) 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 or death, and property damage; and
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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.
b. Insurance Rating. The minimum insurance rating for any company insuring the Provider
shall be Best's A. If the Provider does not meet the insurance requirements, the County's
Risk Manager must be consulted prier to finalizing this Agreement.
C. Limits of Coverage. Minimum limits of insurance coverage shall be as follows:
INSURANCE 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 Occurrence; $2,000,000 Aggregate.
• Automobile Liability Combined Single Limit $500,000
• Professional Liability NOTE: ,Insert coverage ,limits required by. Risk 'Manager- if
ph able
d. Additional Insured. All insurance policies (with the exception of Worker'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. Indemnity. The Provider agrees 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 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.
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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.
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.
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.
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 or actions. The Parties may agree to
nonbinding mediation of any dispute prior to the bringing of such suit or action.
d. 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
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only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
e. Severability. 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 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.
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.
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 Provider's Name
Attention: Jeff Thompson ProNet Systems, Inc.
P.O. Box 8181 3200 Glen Royal Rd, Ste 107
Hillsborough,NC 27278 Raleigh,NC 27617
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: PROM ER:
By: ;` By:
Frank Clifton, C n anager n
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Printed Name and Title
This instrument has been approved as to technical content.
Jeffrey P.nonipson, Department Director
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fis al Control Act.
C6� 1 D�f'�'4 bI,4��R
Office of the Fina ce Director
This i strumen s een approved as to form and legal sufficiency.
T(Ice of the tounty Attorney
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PRONET SYSTEMS INC.
Conditions of Service Agreement
For Electronic Equipment
ProNet Systems Inc. agrees to maintain all equipment at Orange County
(hereafter know as"customer") in proper working order, as listed by manufacturer and location
in attached Appendix"A",and for the paid fees of$ 27,404.69 for the period to 7/1/2013 to
6/30/2014 excluding tax, subject to the following:
1. The equipment will be cleaned, lubricated and adjusted as needed to assure maximum up time.
1.1 Annual
a. clean camera housings and lenses
b. camera focus and field of view evaluated and adjusted as required
c. time/date checked and adjusted if applicable
d. all operational DVR set-ups checked as per manufacturers instructions
e. walk test all doors and access control functions
2. General
2.1 Respond on site within eight business hours of request. Respond within four hours for
system outages and critical issues as defined by a System Administrator.
2.2 Substitute comparable equipment until repaired or replaced equipment is in
service. DVR servers will be repaired in the most expedient manner, this may require
shipment out of state. The fail Over Directory will be saved off site for possible
disaster recovery.
2.3 Check, and if necessary, adjust time and date displays within 48 hours of each
Spring and Fall time change.
2.5 Carry out operator training and administrator training as required.Two(2)
occasions/year.
2.6 Software Support for Lenel OnGuard is provided at no additional cost for the duration
of the Maintenance Contract.
3. All electronic equipment must be connected to a ProNet Systems Inc. approved voltage surge
suppressor. A dedicated line with a true earth ground run in its own metal conduit or ProNet
Systems Inc. approved line power voltage regulator is necessary for proper product performance.
Voltage can range between 108-125 volts A/C, if noise free and constant.
Potential between ground and neutral cannot exceed .5 volts A/C. No other equipment can be
plugged into the same outlet as ProNet Systems Inc. electronic equipment. The above
conditions must be met to validate this Service Agreement.
4. Data lines specifications must meet ProNet Systems Inc. data line requirements for each
device included in this Service Agreement.
5. The Service Agreement does not include services or parts required to re-program schedules,
additional programming that is requested after initial software approval, abuse, non-ProNet
Systems Inc.repair,misuse, floods, fires and other acts of nature not under ProNet Systems Inc.
control, or consumable items. This agreement does not provide labor or parts necessary to install
additional conversions or accessories after initial equipment installation.
6. It is understood that the equipment covered by this agreement is in good condition on the date
this agreement becomes effective. Equipment, which requires repair or overhaul,will not be
accepted for maintenance service. In such event, necessary repairs,if requested,will be made at
current established ProNet Systems Inc.rates and shall be in addition to the maintenance rates.
7. All service under this agreement will be performed on the Customer's premises or ProNet
Systems Inc.workshop,Monday—Friday, 8:OOam-5:OOpm. Emergency service call(s)will be
billed at an additional$25.00 per hour.
8. This agreement shall become effective on the date accepted by ProNet Systems Inc., or if
equipment is in warranty, at the expiration of the equipment warranty period and shall remain in
effect until cancelled by either party on 30 days advance written notice,provided that after the
end of any prepaid period,the continuance of this agreement shall be at ProNet Systems Inc.
then current rates. Prepaid amounts are not refundable.
9. Fees plus applicable taxes are payable in advance on an agreed quarterly or yearly basis.
Terms are net 10 of invoice date.
10. This agree nt is effective July 1,2013 through June 30,2014
i President
ignature/Tit Signature/Title
ProNet Systems Inc Orange County
r ,�- 4 t-�
Date Date
Commencement Date of Contract July 1, 2013
Orange County
IA# Description Out of Warranty Prorated per To 6/30/13 To 6/30/13 To 6/30/14
Date Month
2817 Justice Phase 1 2/10/2010 $ 746.63 $ 8,959.50 $ 8,959.50,
Justice Phase 2 4/30/2011 $ 248.86 $ 2,986.30 $ 2,986.39._
2823 EMS-Add Access 8/22/2009 $ 52.92 $ 635.00 $ 635.00
Control System
2841 EMS-Building& 2/15/2010 $ 119.08 $ 1,429.00 $ 1,429.00.
Parking Lot CCTV $ 30.75 $ 369.00 $ 369.00
2863 New Office Bldg. 11/7/2010 $ 296.20 $ 3,554.44 $ 3,554.44
Revisions Base $ 24.97 $ 299.65 $ 299.65
2nd Floor Lobby $ 7.68 $ 92.17 $ 92.17
New C/R Door 206 $ 6.86 $ 82.36 $ 82.36
New C/R Door 343A $ 6.86 $ 82.36 $ 82.36
2864 New Library 10/15/2010 $ 85.30 $ 1,023.56 $ 1,023.56
2877 Solid Waste-Eubanks& 7/10/2010 $ 34.65 $ 415.77 $ 415.77
Ferguson $ 34.65 $ 415.77 $ 415.77
2882 Solid Waste-HighRock 7/14/2010 $ 34.65 $ 415.77 $ 415.77
and Walnut Grove $ 34.65 $ 415.77 $ 415.77.
2883 The Commons 12/4/2010 $ 179.78 $ 2,157.34 $ 2,157.34
Option 1 $ 25.47 $ 305.63 $ 305.63
Option 2 $ 0.68 $ 8.11 $ 8.11
Option 3 $ 7.76 $ 93.11 $ 93.11
Option 4 $ 4.10 $ 49.14 $ 49.14
Option 5 $ 7.86 $ 94.30 $ 94.30
2904 Office Bldg-Remote 12/17/2010 $ 1.95 $ 23.41 $ 23.41
door Release
2909 The Commons 3/12/2011 $ 33.09 $ 397.06 $ 397.06
2929 EMS-Remote Office- 3/26/2011 $ 27.93 $ 299.13 $ 299.13
Access Control
2941 Commons-Monitor 5/28/2011 $ 2.68 $ 32.13 $ 32.13
Speaker for Visitation
Room
2944 EMS-Additions to 5/31/2011 $ 21.59 $ 259.09 $ 259.09
Access Control System
Orange County
2958 Commons-Card Readers 6/30/2011 $ 10.62 $ 127.41 $ 127.41
Vestibule#116
2959 Justice-Judges Secure 8/17/2011 $ 4.21 - $ 50.51 $ 50.51
Corridor Reader
2964 Justice-Upgrade Two(2) 7/29/2011 $ 22.28 $ 267.33 $ 267.33
Exterior Doors and One
1 Interior Door
2965 Office Building-Camera 7/19/2011 $ 5.58 - $ 66.90 $ 66.90
Lower Level Lobby
2998 Homestead Southern 11/30/2011 $ 20.41 - $ 244.92 $ 244.92
Human Services-Card
Access
3001 Justice-Door XS-2-1 11/19/2011 $ 2.39 $ - $ 28.67 $ 28.67
Install Electrified
Lockset
3050 Whitted 7/8/2012 $ 114.41 $ - $ 1,258.51 $ 1,258.51
3051 Motor Pool 9/28/2012 $ 51.73 $ - $ 465.57 $ 465.57
3055 Whitted-9 Electrified 7/15/2012 $ 42.69 $ 469.59 $ 469.59 $ 512.28
Lock Sets
3076 Gateway Ctr-Power 8/29/2012
Failure
3079 Whitted-2 Door Release 11/11/2012 $ 34.95 $ 244.65 $ 244.65 $ 419.40
Buttons&Add 5 Card
Reader Doors
3088 Southern Human 9/11/2012 $ 8.87 $ 79.83 $ 79.83 $ 106.44
Services-Front Door
Securit
3097 PFAP-Front Door Access 10/20/2012 $ 8.91 $ 71.28 $ 71.28 $ 106.92
Control
Gateway-Covered n/a $ - $ - $ - $ _
Under Justice Center
Continutit Discount $ (1,145.04)
Total Annual Fee $ 2,404.65 $ 865.35 $ 28,270.04 $ 27,404.69,
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Orange County
Maintenance Cost by Building
Building Name Amount
Solid Waste $1,663.08
The Commons $3,264.23
EMS $2,991.22
New Office Building $4,201.29
Justice Center $12,292.31
Homestead-Southern Services $244.92
Library $1,023.56
W hitted $2,190.19
Motor Pool $465.57
Southern Human Services $106.44
P FAP $106.92
Gateway-Covered under Justice $0.00
Continuity Discount -$1,145.04
Total $27,404.69
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