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HomeMy WebLinkAbout2015-518-E AMS - ProNet Systems, Inc. - Service Agreement for electronic equipment DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 [Departmental Use Only] TITLE ProNet Srvc Agrmnt FY 2016 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 ORANGE COUNTY This Services Agreement (herinafter "Agreement"), made and entered into this 1st day of July, 2015, ("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 Revised 7114 1 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 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) 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. vii) 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. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 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, 2015 to June 30, 2016. b. Scheduling of Services. Revised 7/14 2 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 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, 2015. 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. 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 Owner'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 lints `pr4iLg r� I =oqy/ irc i�asi i.pl op as;ts.Lis._). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall Revised 7/14 3 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 consist of (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 Owner's Risk Manager. 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. 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. Revised 7/14 4 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 11. Additional Provisions a. Limitation and Assimment. 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. Compliance with Laws. 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 anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. 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 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. 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. Revised 7/14 5 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 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 intent of the Parties to comply with Article I IA 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 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 [SIGNATURE PAGE TO FOLLOW] Revised 7/14 6 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 IN WITNESS WIIEREOF, 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: DocuSigned by: (—Aw,DocuSigned by: By_ 1°�mw't, C1AaMlMvs By. County Mana 637994B755E477... 31F06650592MF5... Alan Jelley,Vice President Printed Name and Title Revised 7/14 7 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 PR®NET SYSTEMS INC. Conditions of Service Agreement For Electronic Equipment ProNet Systems Inc. agrees to maintain all equipment at Oran e Coun (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 7/1/2015 to 6/30/2016 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. camera focus and field of view evaluated and adjusted as required b. time/date checked and adjusted if applicable c. all operational DVR set-ups checked as per manufacturers instructions e. 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. 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. DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 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, 8:00am-5:00pm. Emergency service call(s)will be billed at an additional$25.00 per hour. S. 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 agreement is effective July 1,2015 through June 30,2016 Vice President Signature/Title Signature/Title ProNet Systems Inc Orange County Date Date Commencement Date of Contract July 1 2015 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1 11 5DO Orange County IA# Description Out of Warranty Prorated per To 6/30615 To 6/30/15 To 6/30/16 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 $ 2,98630 2823 EMS-Add Access Control 8/22/2009 $ 52.92 $ 635.00 635-00 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 8236 - 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 $ 41.537 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 $ 8.31 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 I I DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 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 $ 26733 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 Whiffed 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 $ - $ 512.28 $ :12.28 Lock Sets 3076 Gateway Ctr-Power 8/29/2012 Failure 3079 Whitted-2 Door Release 11/11/2012 $ 34.95 $ - $ 419.40 $ 419.40 Buttons&Add 5 Card Reader Doors 3088 Southern Human 9/11/2012 $ 8.87 $ - $ 106.44 $ 106.44 Services-Front Door Security 3097 PFAP-Front Door Access 10/20/2012 $ 8.91 $ - $ 106.92 $ 106.92 Control Gateway-Covered n/a $ - $ - $ - $ - Under Justice Center 2 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 Orange County 3299 Link Government 8/6/2014 $ 77.94 $ - $ 935.28 $ 935,23 Services-Access Control &Video Archive Server/Video Storage 3306 Office Building Lower 9/9/2014 $ 6.26 $ - $ 75.12 75,12 Level-Add 4 Stoppers 3310 Office Building-Access 12/13/2014 $ 31.88 $ - $ 382.56 $ 332.56 Control 3337 Link Government 11/8/2014 $ 7.46 $ - $ 89.52 $ 89.52 Services-Add One(1) Card Reader 3352 Whiffed Dental Clinic 11/20/2014 $ 8.49 $ - $ 101.88 $ 1.091..33 Card Access 3353 Southern Human 12/31/2014 $ 7.46 $ - $ 89.52 $ 39.52 Services-Add One(1) Card Reader 3422 Commons-New Door 10/16/2015 $ 5.50 44.009 Behind Customer Service Desk 3445 Eno River Parking Deck- 10/1/2015 $ 171.38 $ 1,542.42 CCTV 3452 Southern human 7/9/2015 $ 7.46 39.52 Services-Add One(1) Card Reader Door 3506 Gateway Center- 12/30/2015 $ 17.85 1097,109 Upgrade to Avigilon HD CCTV 3507 Gateway Center-Add 12/30/2015 $ 14.18 $ 35.093 Two(2)2MP Cameras Conbnutity Discount $ (4,687,04) Total Annual Fee $ 2,760.51 $ - $ 30,223.61 $ 27,404.69 3 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 Orange County Maintenance Cost by Building Building Name Amount Solid Waste $1,663.08 The Commons $3,308.23 EMS $2,991.22 New Office Building $4,658.97 Justice Center $12,484.49 Homestead-Southern Services $244.92 Library $1,023.56 Whiffed $2,292.07 Motor Pool $465.57 Southern Human Services $285.48 PFAP $106.92 Gateway-Covered under Justice $0.00 Link Government $1,024.80 Eno River Parking Deck $1,542.42 Continuity Discount -.$4,687.04 Total $27,404.69 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1 11 5DO CERTIFICATE OF LIABILITY INSURANCE DATE{MM,D°"YYY' 04130/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Amy H.Paschal Ken B.Lawson,Jr. PHONE 918.846-2090 FAX 919-846-2438 _(AIC,No,Eat).- {AIC,No4 _-8 dba Lawson insurance Group,Inc. ADDRESS: paschaa @nationwide.com 6512401 SIX Forks Road INSURER(S)AFFORDING COVERAGE NAIC# Raleigh,NC 27615 INSURER A. Nationwide Mutual Insurance Company 23787 INSURED INSURERS: AmGUARD Insurance Company 21873 ProNet Systems,Inc. INSURER c: Nationwide Mutual Fire Ins Company 23779 3200 Glen Royal Road INSURER D: Suite 107 INSURER E Raleigh,NC 27617 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AWOL SUER __- _.. POLICY EFF POLICY EXP - POLICY NUMBER MMIDDIYYYY l MMlODfVYYY ( LIMITS A '..X COMMERCIAL GENERALLIABILnY Y Y '.:ACP2272994383 :'02122/201602122/2016!EACH OCCURRENCE $ 1,000,000 oAninCe o IIrTElti $ CLAIMS-MADE X OCCUR 100 000,PREyI$cSIEa}^currcn.-e]. ,. X Contractual Liability MED EXP(Any one person) S6,000 —— X Contractor's Enhancement PERSONAL&ADV INJURY _S 1.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: i GENERAL AGGREGATE $ 2,000,000 POLICY X PRO- JECT LOC PRODUCTS-COMPIOPAGG $ 2,000,000 OTHER i , $ C AUTOMOBILE LIABIUTY Y Y ACP3006921314 ,12/31/2015;12131/2016 1 G6a�de°ISINSLELIMIT $ 1,000,000 X ANY AUTO _ _ BODILY INJURY(Per person) S _ i ALL OWNED SCHEDULED - 1 X AUTOS I AUTOS �BODILY INJURY(Per accident) $ NON OWNED 1�ROPEPI r DA AC ----" - X.. HIRED AUTOS X'�AUl-OS $ _ (Perac7tlenal i $ A X UMBRELLAL1AB X OCCUR Y Y ACP227994383 02/2212015,62122120161 EACH OCCURRENCE s 4,000 000 -- - - r �X EXCESSLUIB !CLAIMS-MADE AGGREGATE _.�5..4,000,000 ._. DED '•X RETENTIONS none .._. __... .. _. B "AND EMPLOYERS'LIABILITY YIN ! Y ,PRWC663376 `04103/2015'04/03/2016 X ; nrurE ER" 1WORPROP COMPENSATION E , ,E ECUTIVF �,N/A'i EL EACH ACCIDENT $ 1,000,060 {(Mandatory In NH) ! EL DISEASE•EA EMPLOYEE$ 1,000,000 Il'yes.describe under !DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT $ 1,000,600 i DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES(ACORD 101,Additional Renwrks Schedule,may be attached If more space le required) Orange County is included as additional insured and Waiver of Subrogation applies per Blanket Contractors Enhancement Endorsement CG 72 88 under the general liability policy. The Umbrella/Excess Liability policy is"follow form"(please refer to attachment). Blanket Waiver of Subrogation also applies to the workers compensation policy(please refer to attachment). CERTIFICATE HOLDER CANCELLATION Orange County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O.BOX 8181 ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough,NC 27278 AUTHORIZED REPRESENTA E-Mail: tcomar@orangecountync.gov I E-Mail: patf@pronetsystemsne.com .61 88-2014 CORD CORPORATION. All rights reserved. ACORD 26(2014101) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1 11 5DO 1111110ME BERKSHIRE HATHAW" —and 11111111�J0111111 INS41RANCE AmGUARD Insurani;e Company - A Stock Company PoIicy Number PRWC663376 U-4 G UA Rah DCOMPANIES Renewal of PRWC552943 NCC1 No. [218731 Policy Information Page ................ .............................. .... . ........ ................................. ]Named Insured and Mailing Address PRO NET SYSTEMS INC, 3200-107 Glen Royal Road Raleigh, NC 276!7 S! .�.A tS- _Ne Federal Employer's ID Insured Is Corporation Risk ID Number 6049357 L................................... ...................-—--------------- ............... -—-----------_-........................ ----------------- .......................................... ----------- ................................ [2] Policy Period From April 3,2015 to April 3, 2016, 12:01 AM,standard time at the In sured's mailing address. L ............................I............... ------------­-------­----—.1--------- ..... .................... I...........___.......... .............................. ----°.. . .......I.-............. . M.. .......................... [3] Coverage A. Workers'Compensation Insurance-Part One of this policy applies to the Workers'Compensation Law of the following states: North Carolina B. Employer's Liability Insurance-Part Two of this policy applies to work in each of the states listed in item [3]A. The Ili-nits of our liability under Part Two are: Bodily Injury by Accident-each accident $1,000,000 Bodily Injury by Disease-each employee $1,000,000 Bodily Injury by Disease-policy limit $1,000,000 C. Other States Insurance- Part Three of this policy applies to all states,except any state listed In item[3]A. and the states of North Dakota, Ohio,Washington,and Wyoming. D. This policy Includes these endorsements and schedules: . See Extension of Information Page-Schedule of Forms ................................I.,............ ---------------------- ............................. -------------- ......**------- - — ---- [4) Premium The Premium Basis and,therefore,the premium will be determined by our Manual of Rules, Classifications,Rates, and Rating Plans. All required information is subject to verification and change by audit. (Continued on another page) ..................................... .............. --------- Total EstImated Policy Premium $ 6,558 Total SurchargeslAssessments $ 0.00 Total Estimated Cost $ 6,558.00 MURNAL USE XX Page-I - Information Page -MGA :PPWC663376 WC 000001A Date :04102/2015 Issuing CAT(ce:P.D.Box A-H,16 S.River Streeftr Wilkes-Sarver PA 18703-0020 e www.guard.com DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1 11 5DO WORKERS COMPENSAMON AND EMPLOYERS LIABILITY WSURANCE POLICY WC 00#31g (Ed.4-84) WArVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 4 will to a Ifore'- We have lthaVht to reww out paymards tMin anyme liable for an lQjWj WVeMd bY thiS 130licV.Wt f our Vt against Me Pam.n or mganizatk""named in the Schedule.(This agreement applies Only to the Wtent th8l you pmrbrm,vmfk joider a writer COMI-met trier requires y0l)10 Obtain this agreemOrt iMM us.) This agrament shall not ate crffeMy or indllrec(€V to bOMS1 911y0ne not narred in the Sc hsdtdO Schedule Blanket Waiver Blanket Waiver-Any person or orgaNyabon for w1v>m the Namead Insured has agreed by written mitract to furmsh this waiver. 30b Description All NC Operations This endomement charips[he paw to wtkh�is ailmhad and is eflective an the date issued urdeas ot>mmldoa$taw, (The InformtIon below is required mly when this andorammist Is lasuAd sues ate 10 PraPAtation Of em PO4Y.) Endomemant Effective P011GY No, X78 EFW-'--ptm�No. EPPSUrec 0;z T 'ex Insurame C*mpmny CowAsrsigimd by. WC 00 03 13 (Ed.4-84) 01943 Nothm,c4mroffl 6 n compommisl6n DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 NATIONWIDE MUTUAL INSURANCE COMPANY 80483 ONE NATIONWIDE PLAZA RENEWAL COLUMBUS,OH 43215-2220 COMMERCIAL GENERAL LIABILITY DECLARATIONS Policy Number: ACP GLO 2272994383 Named 's PRO NET SYSTEMS INC s: 3200 GLEN ROYAL RD STE 107 RALEIGH NC 27617-7419 Agent: KEN LAWSON,JR. 32-80483-001 Address: RALEIGH NC 27615 PRODUCER: KENNETH B LAWSON JR Policy Period: From 02/22/15 to 02/22/16 12:01 A.M. standard time at the address of the named insured as stated herein. In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. LIMITS OF INSURANCE GENERAL AGGREGATE LIMIT(other than products-completed operations) $ 2,000,000 PRODUCTS-COMPLETED OPERATIONS AGGREGATE LIMIT $ 2,000,000 PERSONAL AND ADVERTISING INJURY LIMIT $ 1,000,000 EACH OCCURRENCE LIMIT $ 1,000,000 DAMAGE TO PREMISES RENTED TO YOU LIMIT(any one premises) $ 100,000 MEDICAL EXPENSE LIMIT (any one person) S 5,000 Retroactive Date (CG0002 only) The Named Insured is: CORPORATION Business of the Named Insured is: ELECTRICAL APPARATUS Audit Period: ANNUAL ENDORSEMENTS ATTACHED TO THIS POLICY SEE COMMERCIAL GENERAL LIABILITY FORMS AND ENDORSEMENTS SCHEDULE TOTAL ADVANCE PREMIUM $ 1,635.00 Replacement or j Renewal Number ACP GLO 2262994383 A PACKAGE MODIFICATION FACTOR HAS BEEN APPLIED ` Countersigned By r Aut ozed Representative GL-D (10-98) DIRECT BILL L6DQ 16009 AGENT COPY ACP GLO 2272994383 837701511 22 0007234 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 NATIONWIDE MUTUAL INSURANCE COMPANY ONE NATIONWIDE PLAZA COLUMBUS,OH 43215-2220 COMMERCIAL GENERAL LIABILITY FORMS AND ENDORSEMENTS Number: ACP GLO 2272994383 Period: From 02/22/15 To 02/22/16 Named Insured: PRO NET SYSTEMS INC Form Date Title CG0001 0413 COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG2033 0413 ADDITIONAL INSURED- OWNERS, LESSEES OR CONTRACTORS AUTOMATIC STATUS WHEN RE( CG2106 0514 EXCLUSION-ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION CG2147 1207 EMPLOYMENT- RELATED PRACTICES EXCLUSION CG2150 0413 AMENDMENT OF LIQUOR LIABILITY EXCLUSION CG2155 0999 TOTAL POLLUTION EXCLUSION WITH A HOSTILE FIRE EXCEPTION CG2167 1204 FUNGI OR BACTERIA EXCLUSION CG2170 0108 CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM CG2186 1204 EXCLUSION- EXTERIOR INSULATION AND FINISH SYSTEMS CG2196 0305 SILICA OR SILICA-RELATED DUST EXCLUSION CG2279 0413 EXCLUSION- CONTRACTORS- PROFESSIONAL LIABILITY CG2426 0413 AMENDMENT OF INSURED CONTRACT DEFINITION CG7023 1096 EXCL-ASBESTOS, ELECTRO-MAGNETIC RADIATION, LEAD AND RADON �CG7033 0393 TWO OR MORE COVERAGE FORMS OR POLICIES ISSUED BY US (;)CG7288 1111 CONTRACTORS ENHANCEMENT ENDORSEMENT GC2187 0107 CONDITIONAL EXCLUSION OF TERRORISM (RELATING TO DISPOSTION OF FEDERAL TERRORISM IL0017 1198 COMMON POLICY CONDITIONS IL0021 0908 NUCLEAR ENERGY LIABILITY EXCLUSION IL0269 0908 NORTH CAROLINA CHANGES-CANCELLATION AND NONRENEWAL 13614 1185 SPECIAL CONTINUATION PROVISION IMPORTANT NOTICES IN5017 0593 IMPORTANT NOTICE FOR RENEWAL POLICIES IN7300 0114 NOTICE TO POLICY HOLDERS POTENTIAL RESTRICTIONS OF TERRORISM COVERAGE IN7759 0514 NOTICE TO POLICYHOLDERS COMMERCIAL GENERAL LIABILITY EXCLUSION-ACCESS OR DISC GLDF(02-93) DIRECT BILL L6DQ 15009 AGENT COPY ACP GLO 2272994383 837701511 22 0007236 DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 COMMERCIAL GENERAL LIABILITY CG 72 8811 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LOST KEY COVERAGE "Loss"means unintentional damage or SECTION I — COVERAGES, COVERAGE A destruction but does not include disappearance, BODILY INJURY AND PROPERTY DAMAGE theft,or loss of use. LIABILITY, coverage is extended to include the NON-OWNED WATERCRAFT following: SECTION I — COVERAGES, COVERAGE A If a customer's master or grand key, excluding BODILY INJURY AND PROPERTY DAMAGE electronic key card, is lost while in your care, LIABILITY,2.Exclusions is amended as follows: custody or control we will pay the cost of g. Aircraft, Auto Or Watercraft (2) (a) is replacing the keys,including the master lock and replaced with: all keys used in the same lock, the cost of adjusting locks to accept the new keys, or the (a) Less than 51 feet long;and cost to replace the locks,whichever is less. EXPANDED PROPERTY DAMAGE COW Limit of Insurance - The most we will pay for ERAGE "loss" arising out of any one "occurrence" is For the purposes of this endorsement only: $5,000. SECTION 1 — COVERAGES, COVERAGE A SECTION V DEFINITIONS is amended as BODILY INJURY AND PROPERTY DAMAGE follows: LIABILITY,2.Exclusions is amended as follows: The following definition applies to Lost Key a. Exclusions j.(3),j.(5),and j.(6)are Coverage: deleted in their entirety. "Loss" means unintentional physical damage or b. Exclusion j.(4) is deleted in its entirety destruction to tangible property,including theft or and replaced by the following: disappearance. Tangible property does not Personal property in the care custody or include money or securities. control of the insured: VOLUNTARY PROPERTY DAMAGE 1. for storage or sale at premises you SECTION I — COVERAGES, COVERAGE A own,rent or occupy;or BODILY INJURY AND PROPERTY DAMAGE 2. while being transported by any LIABILITY, coverage is extended to include the aircraft, "auto" or watercraft owned following: or operated by or rented to or loaned At your request,we will pay for"property damage"to to any insured. property of others caused by you and while in your c. The following exclusions are added: possession, arising out of your business operations 1. The coverage provided by this and occurring during the policy period. endorsement does not apply to Limit of Insurance-The most we will a for pay property damage arising out of the "loss"arising out of any one"occurrence"is disappearance or loss of use of $500. personal property. SECTION V—DEFINITIONS is amended as follows: The following definition applies to Voluntary Property Damage coverage: CG 72 88 11 11 Includes copyrighted material of Insurance Services Office,Inc., Page 1 of 4 with its permission. DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 CG 72 8B 1111 2. The coverage provided by this SUPPLEMENTARY PAYMENTS endorsement does not apply to SECTION I — COVERAGES, SUPPLEMEN- "property damage" included in the TARY PAYMENTS—COVERAGES A AND B is "products-completed operations amended as follows: hazard". 1. 1.b.replaced with: Limit of Insurance- The most we will pay b. Up to $2,500 for cost of bail bonds for "property damage" provided by this required because of accidents or traffic coverage in any one"occurrence"is$5,000. law violations arising out of the use of Deductible - Our obligation to pay for a any vehicle to which the Bodily Injury covered loss applies only to the amount of Liability Coverage applies. We do not loss In excess of$250. have to furnish these bonds. This insurance is excess over any other valid 2. 1.d.replaced with: and collectible insurance. d. All reasonable expenses incurred by the DAMAGE TO PREMISES RENTED TO YOU _ insured at our request to assist us in the SECTION I — COVERAGES, COVERAGE A investigation or defense of the claim or BODILY INJURY AND PROPERTY DAMAGE "suit", including actual loss of earnings LIABILITY, the last paragraph of 2. Exclusions up to $500 a day because of time off of is replaced by the following: from work. If Damage to Premises Rented to You is NEWLY FORMED AND ACQUIRED not otherwise excluded, exclusions c. ORGANIZATIONS through n. do not apply to damage by fire, SECTION 11 — WHO IS AN INSURED is lightning, explosion, smoke or sprinkler amended as follows: leakage to premises while rented to you or 1. 3.a.is replaced with: temporarily occupied by you with permission of the owner. A separate limit of insurance a. Coverage under this provision is afforded only until the 1 gan day after you applies to this coverage as described in Section III-Limits of Insurance. acquire or form the organization or the SECTION III — LIMITS OF INSURANCE, end of the policy period, whichever is paragraph 6 is replaced with: earlier; 6. Subject to S. above, the Damage' To ADDITIONAL INSURED — WHEN REQUIRED Premises Rented To You Limit is the most (/I I AN AGREEMENT OR CONTRACT WITH we will pay under Coverage A for damages OU because of "property damage" to any one The following is added to SECTION It—WHO IS premises,while rented to you,or in the case AN INSURED of damage by fire, lightning, explosion, 4. Any person(s) or organizations) with whom smoke or sprinkler leakage, while rented to you have agreed in a valid written contract or you or temporarily occupied by you with written agreement that such person or permission of the owner. The limit is organization be added as an additional increased to$300,000. insured on your policy during the policy SECTION IV — COMMERCIAL GENERAL period shown in the Declarations. Such LIABILITY CONDITIONS, 4. Other Insurance, person or organization is an additional insured only with respect to liability for b. Excess Insurance (1) (a) (II) is replaced "bodily injury", "property damage" or with: "personal and advertising injury". (ii) That is Fire, Lightning, Explosion, The person or organization added as an Smoke or Sprinkler leakage insurance insured by this endorsement is an insured for premises rented to you or temporarily only to the extent you are held liable due to: occupied by you with permission of the owner. Page 2 of 4 Includes copyrighted material of Insurance Services Office,Inc., CG 72 6811 11 with its permission. DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 CG 72 6611 11 a. Lessors of Leased Equipment in the performance of your ongoing Maintenance, operation or use of operations performed for that additional equipment leased to you by such person insured, whether the work is performed by or organization. This insurance does not you or on your behalf. apply to any "occurrence" which takes The insurance does not apply to: place after the equipment lease expires. (1) "bodily injury", "property damage", or However, their status as additional "personal and advertising injury' arising insured under this policy ends when their out of the rendering of or the failure to lease, contract or agreement with you render any professional architectural, for such leased equipment expires. engineering or survey services, b. Managers or Lessors of Premises including: The ownership, maintenance or use of (a) The preparing, approving, or failing that part of the premises you own, rent, to prepare or approve maps, shop lease or occupy. drawings, opinions, reports, survey, field orders, change orders or This insurance does not apply to: drawings and specifications:or (1) Any"occurrence"which takes place (b) Supervisory, inspection, architec- after you cease to be a tenant in that tural or engineering activities. premises. (2) "Bodily injury" or "property damage" (2) Structural alterations, new con- occurring after: struction or demolition operations (a) All work, including materials, parts performed by or on behalf of the or equipment furnished in person or organization. connection with such work, on the However, their status as additional project (other than service, insured under this policy ends when you maintenance or repairs) to be cease to be a tenant of such premises. performed by or on behalf of the C. State or Political Subdivision - additional Insured(s) at the location Permits of the covered operations has been completed;or Operations performed by you or on your behalf for which the state or political (b) That portion of "your work" out of which the injury yo damage arises subdivision has issued a permit. has been put to its intended use by This insurance does not apply to: any. person or organization other (1) "Bodily injury" or "property damage" than another contractor or or 'personal or advertising injury" subcontractor engaged in arising out of operations performed performing operations for a principal for the state or municipality;or as a part of the same project. (2) "Bodily injury" or "property damage" However, a person or organization's included within the "products- status as additional insured under this completed operations hazard". policy ends when your operations for However, such state or political that additional insured are completed. subdivision's status as additional insured GGREGATE LIMIT PER PROJECT under this policy ends when the permit ECTION III — LIMITS OF INSURANCE The ends. following paragraph is added to paragraph 2: d. Owners,Lessees,or Contractors The General Aggregate Limit under Section " odily injury", "property damage" or III Limits of Insurance applies separately to "personal and advertising injury' caused, in each of your construction projects away from whole or In part,by premises owned by or rented to you. (1) Your acts or omissions;or (2) The acts or omissions of those acting on your behalf; CG 72 6611 11 Includes copyrighted material of Insurance Services office,Inc., Page 3 of 4 with its permission. DocuSign Envelope ID:61 D935B5-E8CF-4CEE-BB06-4E876E1115D0 CG 72 68 1111 MEDICAL PAYMENTS policy provided such failure to disclose all SECTION III — LIMITS OF INSURANCE, hazards or prior"occurrences"or offenses is not intentional. This provision does not Paragraph 7.is replaced: affect our right to collect additional premium 7. Subject to S.above,the higher of; or exercise our right of cancellation or non- a. $10,000;or renewal. b. The amount shown in the Declarations WAIVER OF SUBROGATION for Medical Expense Limit is the most SECTION IV — COMMERCIAL GENERAL we will pay under Coverage C for all LIABILITY CONDITIONS, S.Transfer of Rights medical expenses because of "bodily of Recovery Against Others to Us is amended injury"sustained by one person. to include: This coverage does not apply if Coverage C — If required by a written contract executed Medical Payments is excluded either by the prior to loss, we waive any right of provisions of any coverage forms attached to the subrogation we may have against the policy or by endorsement. contracting person or organization because KNOWLEDGE OF AN OCCURRENCE of payments we make for injury or damage arising out of your ongoing operations or SECTION IV — COMMERCIAL GENERAL " is added your work" done under a contract with that LIABILITY CONDITIONS,The following person or organization and included in She to 2. Duties In The Event Of Occurrence, "products-completed operations hazards". Offense.Claim Or Suit condition: LIBERALIZATION e. Knowledge of an occurrence,offense,claim SECTION IV COMMERCIAL GENERAL or suit by an agent or employee of any LIABILITY CONDITIONS, 10. Liberalization is insured shall not in itself constitute added as follows: knowledge of the insured unless you, a partner, if you are a partnership; or an If we revise this coverage form to provide more executive officer or insurance manager, if coverage without additional premium charge, you are a corporation receives such notice of your policy will automatically provide the an occurrence, offense, claim or suit from additional coverage as of the day the revision is the agent or employee. effective in your state. 'f. The requirements in Section IV — BROADENED BODILY INJURY DEFINRION Conditions Paragraph 2b. will not be (MENTAL ANGUISH) considered breached unless there is SECTION V — DEFINITIONS is amended as knowledge of occurrence as outlined in follows: paragraph e.above. 1. 3."Bodily injury'is deleted and replaced with UNINTENTIONAL FAILURE TO DISCLOSE the following: HAZARD "Bodily injury' means physical injury, SECTION IV — COMMERCIAL GENERAL sickness or disease to a person and, if LIABILITY CONDITIONS,S.Representations is arising out of the foregoing,mental anguish, amended to include: mental injury,shock or humiliation,including d. Your failure to disclose all hazards or prior death at any time resulting therefrom. "occurrences" or offenses existing as of the inception date of the policy shall not prejudice the coverage afforded by this All terms and conditions of this policy apply unless modified by this endorsement. Page 4 of 4 Includes copyrighted material of insurance Services Office,Inc., CG 72 BB 1111 with its permission.