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HomeMy WebLinkAbout2017-739-E AMS - Pronet service contract 17-18 DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 [Departmental Use Only) TITLE ProNet Services FY 17118 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFPIRFQ ORANGE COUNTY This Services Agreement (hereinafter"Agreement"), made and entered into this 25th day of July, 2017, ("Effective Date") by and between Orange County, North Carolina a political subdivision 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 3 Revised 2117 1 DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County,and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current,active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 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 1,2017 to rune 30,2018. 1 b. Scheduling of Services. i) 'rho 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 Revised 2117 2 DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 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 1,2017. 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 shall not exceed Twenty Nine Thousand Seven Hundred Eighty Three Thirty Dollars ($29,783.30). 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). j 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(Alan Dorman)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 Reg uuiirements. Provider shall obtain,at its sole expense, Commercial General Liability Insurance, Automobile.Insurance, Workers' Compensation Insurance,and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the©range County Risk Transfer Policy and Grange i County Minimum Insurance Coverage Requirements(each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until.such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity Remised 2117 3 DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 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 property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven(7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. 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. I d. Waiver, The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County,Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. Revised 2117 4 DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 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. Governin Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran-eg countync. Qvv/dgparfinentslp4rchasing divisionlcontracts.ph Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 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. Change County,North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If 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 Revised 2/17 5 I DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement,then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11 A 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:Alan Dorman Alan Jelley P.O. Box 8181 P.O Box 90187 Hillsborough,NC 27278 Raleugh,NC 27675 [SIGNATURE PAGE TO FOLLOW] if I Revised 2117 6 DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by, DocuSigned by: 1�6WAj(, �" A VS�e ALMA, �� By: 06379946755E477... By: 31F06650592A4F5... County manager Alan Jelley Printed Name and Title Revised 2117 7 DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 PRONIET SYSTEMS INC. Conditions of Service Agreement For Electronic Equipment ProNet Systems Inc.agrees to maintain all equipment at`43rati?c Count (hereafter know as"'customer")in proper working order,as listed by manufacturer and location in attached Appendix"A",and for the paid fees of$ 29.7 3.30 for the period to 7/1/2017 to 6/3012018 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 I.enel OnGuard is provided at no additional cost for the duration of the Maintenance Contract, 3. All electronic equipment roust 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 call 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. A 1 DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 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,fares 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. 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. l 9. Fees plus applicable taxes are payable hi advance on an,agreed quarterly or yearly'basis. Terms are net 10 of invoice date. 1 Thi afire per t i effective July 1,2017 through June 30,2018 i I SfgrsHtur ri`tt Sign attere/Title ProNet Systems 111c Orange County ) 7 �L� , rte Date Commencement Date of Contract dryly 1,2017 DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 PRONET SYSTEMS INC. Invoice �+ {�PT P.O. Box 90187 Date Invoice S i STEMS Raleigh, NC 2767 # 6/1/2017 8794 Bill To Ship To Grange County Asset Asset Management Management Services Orange County PO Box 8191 PO Box 8181 Hillsborough,NC 27278 Hillsborough,NC 27278 P.0.No. Terms Project Tammy Comar Due on receipt SA 077 Item Quantity Description Rate Amount Service Repair Service Agreement for Orange County for Period July 1 2017-June 30,2018 as detailed in ProNet Systems inc. "Conditions of Service Agreement for Electronic Equipment Service Repair 1 Service Maintenance Contract for Period July 1,2017 to 29,783.30 29,783.30T June 30,2018, Reference PO#TBD and Requisition 4 TBD i 1.5%interest per month is charged on accounts past 10 days Sales Tax (7.5%) $2,233.75 Total $32,017.05 Phone# Fax# 919 277 2070 919 277 2072 DocuSign Envelope ID:24D4B190-4278-4C04-B1E5-61741BF085C0 Q0 DATE If MIODNYYYI CERTIFICATE OF LIABILITY INSURANCE 02/2612017 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 have ADDITIONAL INSURED provisions or 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 CONTANAME: Amy H.Paschal Ken B.Lawson,Jr. PHONEl o ext): 919-846-2090 ext 105 RwX N,i; 919-846-2438 Ken Lawson,Jr.Agency AIL ADDRESS: paschaa@nationwide.com — 6612-101 Six Forties(toad INSURERS AFFORDING COVERAGE I N Raleigh,NC 27615 INSURER A.. Nationwide Mutual Insurance Company INSURED INSURER B; AmGUARD Insurance Company -_- -21873 ProNet Systems,Inc. INSURERC: 3200 Glen Royal Road IHSUREft D — y ; Suite 107 INSURERS: Raleigh,NC 27617 INSURERF; 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. IHSR ADDL SUER POLICYEFF POLICY EXP LTR TYPE OFINSURANCE POL(CYNUMBER MMMDfYYYY) (MMIDDRYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY y ACP GLO 2292994383 02/2212017 0212212018 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE n OCCUR PREMISES Ea occurrence $ 100,000 X Contractual Liability MED EXP(Anyons person) S 5,000 • Contractor's Enhancement 1 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIESPER; - GENERAL AGGREGATE $ 2,000,000 _ POLICY JECOT- LOG — PRODUCTS-COMPfOPAGG 5 2,tl0t:l,tltl0 OTHER: --- - -- S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Fret accklenl) $ AUTOS ONLY AUTOS ---- HIRED NON-OWNED PROPERTY DAMAGE--- $ AUTOS ONLY AUTOS ONLY Per a-Wenl _ $ A x UMBRELLA UAB }( OCCUR Y ACIa CAF 229994383 0212212017 0212212018 EACH OCCURRENCE 4,000,000 x` EXCESS 0AB CLAIMS-MADE AGGREGATE $ 4,000,000 DEO x RETENTIONS none $ B WORKERSCOMPENSATION PRWC700473 041031201604103/2017 X STATUTE ERH AND EMPLOYERS'LIABILITY ANYPROPRIETORIPARTNERIEXECUTIVE �YIN N'A E.L.EACH ACCIDENT S 1,000,000 OFFICERUMEMBEREXCLUDED? L.!_J. IMandatoryInHH) E.L-DISEASE-EA EMPLOYEE S 1,000,000 II yes,describe under 11,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S Tools and Equipment Installation Floater $75,000.Limit A Commercial Inland Marine ACP CIM 2292994383 02/2212017 0212212018 Contractors Equip $22,250.Limit All Job Sites of the Insured $500.1141000.Ded Respectively DESCRIPTION OF OPFRATEONS I LOCAT(ONS I VEHICLES(ACORD 101,Addllional Remarks Schedule,may be attached IRmere space Is 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(please refer to attachments). The UmbrellalExcess Liability policy is"follow form". Blanket Waiver of Subrogation also applies to the workers compensation policy(please refer to attachments). CERTIFICATE HOLDER CANCELLATION Orange County P.0.Box 8181 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Hillsborough,INC 27278 ACCORDANCE WITH THE POLICY PROVISIONS. E-Mail: teomar@orangecountync.gov AUTOO DREPR ENTTAA ve E-Mail: anitaj@pronetsystemsne.com f +�f 1 1 E-Mail: atf ronets stemsnc.com c'ems,. J ��aI= �--. 0 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD