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HomeMy WebLinkAbout2019-458-E AMS - Pronet annual service DocuSign Envelope ID: B2590212-14E4-4C59-930D-7252078977D0 os [Departmental Use Only] TITLE Annual Service FY 2020 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 12th day of July, 2019, ("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): Pronet Systems Inc annual service agreement for Orange County. 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 12/18 1 DocuSign Envelope ID: B2590212-14E4-4C59-930D-7252078977D0 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): Annual service agreement for Orange County for period 7/l/2019-6/30/2020 as detailed in ProNet Systems, Inc "conditions of serivice agreement for electronic equipment" 4. Duration of Services a. Term. The term of this Agreement shall be from 7/1/2019 to 6/30/2020. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 12/18 2 DocuSign Envelope ID: B2590212-14E4-4C59-930D-7252078977D0 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 7/l/2019. 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 Thirty Five Thousand Six Hundred Sixty and Thirty Eight Cents Dollars ($35,660.38). 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 (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 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 County'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 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. Revised 12/18 3 DocuSign Envelope ID: B2590212-14E4-4C59-930D-7252078977D0 8. Indemnity a. Indemnity. The Provider agrees, without limitation, 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. 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 Revised 12/18 4 DocuSign Envelope ID: B2590212-14E4-4C59-930D-7252078977D0 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. 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. 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 identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. 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. og v/departments/purchasing division/contracts.php.) 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 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. 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. Revised 12/18 5 DocuSign Envelope ID: B2590212-14E4-4C59-930D-7252078977D0 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. 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 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:Alan Dorman ProNet Systems, Inc P.O. Box 8181 3200 Glen Royal Rd Hillsborough,NC 27278 Raleigh,NC 27617 [SIGNATURE PAGE TO FOLLOW] Revised 12/18 6 DocuSign Envelope ID: B2590212-14E4-4C59-930D-7252078977D0 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: Uocu Sig fled by:mtA, (�rD_o'cuSigneed��,b{ry(-:: pp By OA3E81B12B364[[B4 . By 31F06650592W . County Manager Alan Jelley Printed Name and Title Revised 12/18 7 DocuSign Envelope ID:B2590212-14E4-4C59-930D-7252078977D0 Orange County IA# Description Out of Warranty Prorated To 6/30/19 To 6/30/20 To 6/30/20 Date per Month 2817 Justice Phase 1 2/10/2010 $ 746.63 $ 8,959.56 $ 8,959.56 Justice Phase 2 4/30/2011 $ 248.86 $ 2,986.32 $ 2,986.32 2823 EMS-Add Access 8/22/2009 $ 52.92 $ 635.04 $ 635.04 Control System 2841 EMS-Building& 2/15/2010 $ 119.08 $ 1,428.96 $ 1,428.96 Parking Lot CCTV $ 30.75 $ 369.00 $ 369.00 2863 New Office Bldg. 11/7/2010 $ 296.20 $ 3,554.40 $ 3,554.40 Revisions Base $ 24.97 $ 299.64 $ 299.64 2nd Floor Lobby $ 7.68 $ 92.16 $ 92.16 New C/R Door 206 $ 6.86 $ 82.32 $ 82.32 New C/R Door 343A $ 6.86 $ 82.32 $ 82.32 2864 New Library 10/15/2010 $ 85.30 $ 1,023.60 $ 1,023.60 2877 Solid Waste-Eubanks& 7/10/2010 $ 34.65 $ 415.80 $ 415.80 Ferguson $ 34.65 $ 415.80 $ 415.80 2882 Solid Waste-HighRock 7/14/2010 $ 34.65 $ 415.80 $ 415.80 and Walnut Grove $ 34.65 $ 415.80 $ 415.80 2883 The Commons 12/4/2010 $ 179.78 $ 2,157.36 $ 2,157.36 Option 1 $ 25.47 $ 305.64 $ 305.64 Option 2 $ 0.68 $ 8.16 $ 8.16 Option 3 $ 7.76 $ 93.12 $ 93.12 Option 4 $ 4.10 $ 49.20 $ 49.20 Option 5 $ 7.86 $ 94.32 $ 94.32 2904 Office Bldg-Remote 12/17/2010 $ 1.95 $ 23.40 $ 23.40 door Release 2909 The Commons 3/12/2011 $ 33.09 $ 397.08 $ 397.08 2929 EMS-Remote Office- 3/26/2011 $ 27.93 $ 299.16 $ 299.16 Access Control 2941 Commons-Monitor 5/28/2011 $ 2.68 $ 32.16 $ 32.16 Speaker for Visitation Room 2944 EMS-Additions to 5/31/2011 $ 21.59 $ 259.08 $ 259.08 Access Control System 2958 Commons-Card 6/30/2011 $ 10.62 $ 127.44 $ 127.44 Readers Vestibule#116 1 DocuSign Envelope ID:B2590212-14E4-4C59-930D-7252078977D0 Orange County 2959 Justice-Judges Secure 8/17/2011 $ 4.21 - $ 50.52 50.52 Corridor Reader 2964 Justice-Upgrade Two �7/29/2011 $ 22.28 $ 267.36 $ 267.36 (2) Exterior Doors and n 1 Interior D r 2965 Office Building-Camera 7/19/2011 $ 5.58 - $ 66.96 $ 66.96 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 $ - $ 28.68 $ 28.68 Install Electrified Lockset 3050 Whitted 7/8/2012 $ 114.41 $ - $ 1,372.92 $ 1,372.92 3051 Motor Pool 9/28/2012 $ 51.73 $ - $ 620.76 $ 620.76 3055 Whitted-9 Electrified 7/15/2012 $ 42.69 $ - $ 512.28 $ 512.28 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 Securitv 3097 PFAP-Front Door Access 10/20/2012 $ 8.91 $ - $ 106.92 $ 106.92 Control Gateway-Covered n/a $ - $ - $ - $ - Under Justice Center 3299 Link Government 8/6/2014 $ 77.94 $ - $ 935.28 $ 935.28 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 2 DocuSign Envelope ID:B2590212-14E4-4C59-930D-7252078977D0 Orange County 3310 Office Building-Access 12/13/2014 $ 31.88 $ - $ 382.56 382.56 Control 3337 Link Government 11/8/2014 $ 7.46 $ - $ 89.52 $ 89.52 Services-Add One(1) -CardReader 3352 Whitted Dental Clinic 11/20/2014 $ 8.49 $ - $ 101.88 $ 101.88 Card Access 3353 Southern Human 12/31/2014 $ 7.46 $ - $ 89.52 $ 89.52 Services-Add One (1) Card Reader 3422 Commons-New Door 10/16/2015 $ 5.50 $ - $ 66.00 $ 66.00 Behind Customer Service Desk 3445 Eno River Parking Deck- 10/1/2015 $ 171.38 $ - $ 2,056.56 $ 2,0S6.56 CCTV 3452 Southern human 7/9/2015 $ 7.46 - $ 89.52 $ 89.52 Services-Add One (1) Card Reader Door 3506 Gateway Center- 12/30/2015 $ 17.85 $ - $ 214.25 $ 214.25 Upgrade to Avigilon HD CCTV 3507 Gateway Center-Add 12/30/2015 $ 14.18 $ - $ 170.16 $ 170.16 Two(2) 2MP Cameras 3709 Whitted Building 2nd 6/8/2016 $ 36.32 $ - $ 435.84 $ 435.84 Floor-Add Card Reader Doors 3520 Gateway Center-3rd 6/18/2016 $ 1.56 $ - $ 18.72 $ 18.72 Floor Work Station 309- Add 1 Stopper Linked to a Power Horn Unit 3529 West Campus Office 6/2/2016 $ 11.43 $ - $ 137.16 $ 137.16 Bldg-Replace Four(4) Electric Strikes with Fail Safe Units-To Fire Code 3537 Whitted Building-1st 6/8/2016 $ 37.88 $ - $ 454.56 $ 454.56 and 2nd Floor Main Access Doors 3553 Library Camera Install 5/9/2016 $ 8.00 - $ 96.00 $ 96.00 3581 The Commons-Add 6 12/15/2016 $ 105.94 $ - $ 1,271.28 $ 1,271.28 Cameras&2 Card Reader Access Doors 3642 Court House-Front 5/19/2017 $ 6.64 $ - $ 79.68 $ 79.68 Door-Card Access 3662 ERPD Camera Coverage 5/19/2017 $ 9.08 $ - $ 108.96 $ 108.96 at Parking Lot Gates 3669 Animal Services-Fire 1/21/2017 $ 1.16 $ - $ 13.92 $ 13.92 Door Override 3 DocuSign Envelope ID:B2590212-14E4-4C59-930D-7252078977D0 Orange County 3698 Southern Human 2/10/2017 $ 5.37 $ - $ 64.44 $ 64.44 Services-Convert Employee Entrance From Punch Code to 3718 Jail-DVR Replacement 3/13/2017 $ 5.11 $ - $ 61.32 $ 3749 Library-Cable Out 4/7/2017 $ - $ - $ - $ Attendant Doors for Kronos m 3751 Office Building Main 5/19/2017 $ 7.82 $ - $ 93.84 $ 93.84 Server Room-System Upgrade for Avigilon Server 3757 Health Dept. Whitted 5/19/2017 $ 7.85 $ - $ 94.20 $ 94.20 Building-Add One (1) Card Access Door 3759 Commons-Add Card 6/28/2017 $ 10.54 $ - $ 126.48 $ 126.48 Access Door From Main Bldg to Expansion Area 3768 Lenel PES to Provide 6/30/2017 $ - $ - $ - $ Export of T&M to the Kronos Svstem 3770 Jail-Cable Repairs and 1/20/2018 $ 10.83 $ - $ 129.96 $ 129.96 Re-wiring to Correct CCTV Issues 3781 Add Access Control to 11/3/2017 $ - $ - $ - $ - Eight(8)Auto Doors 3785 Kronos Integration with 10/28/2017 $ 14.45 - $ 173.40 $ 173.40 Lenel Field Hardware Opt 2-Add Eight Additional Doors 3786 Required Card Reader 8/2/2017 $ 8.98 - $ 107.76 $ 107.76 Upgrade 3815 The Commons-DSS 10/28/2017 $ 39.88 - $ 478.56 $ 478.56 Expansion-Add Three (3) HD Cameras and One (1) Card Access nnnr 3846 Whitted Bldg-Add One 11/17/2017 $ 9.97 - $ 119.64 $ 119.64 (1) Card Access Door 3867 Library-Add Auto Door 12/20/2017 - $ - $ - S - Interface to Card Access System Rear Door 3870 Jail-Replace Digital 1/20/2018 $ 13.70 $ - $ 164.40 $ 164.40 Recorders 4 DocuSign Envelope ID:B2590212-14E4-4C59-930D-7252078977D0 Orange County 3875 Southern Human 2/13/2018 $ 7.72 $ 30.88 $ 92.64 123.52 Services Building-Add Two(2)Card Access Doors to the Waiting Room and the Interior Door Between Lanes 9nQ 9. 1n7 3882 PFAP Building-Convert 10/25/2018 $ 22.16 - $ 265.92 $ 265.92 to Lenel &Add One(1) Card Access Door 3883 Seymour Center-Card 3/9/2018 $ 42.51 $ - $ 510.12 $ 510.12 Access System 3931 Commons Site-Relocate 7/21/2018 - - - - Camera From Employee Entrance to the Waiting Room 3940 West Campus Office 8/4/2018 $ 9.28 - $ 111.36 $ 111.36 Office Building-Card Access Door with Closer and Lockset 3941 Passmore Center-Card 7/20/2018 $ 9.43 - $ 113.16 $ 113.16 Access Two (2) Doors 3962 Cedar Grove 10/18/2018 $ 61.89 - $ 742.68 $ 742.68 Community Ctr-CCTV Svstem 3963 Recreation Ctr-Cameras 10/20/2018 - - - $ - System (4) Ctrs. 1. Central Recreation $ 25.58 - $ 306.96 $ 306.96 Building 2. Efland Cheeks $ 17.59 - $ 211.08 $ 211.08 Community Center 3. Efland Soccer Center $ 13.51 - $ 162.12 $ 162.12 4. Park Operation Base $ 13.93 - $ 167.16 $ 167.16 3969 Southern Human 9/28/2018 $ 90.56 - $ 1,086.72 $ 1,086.72 Services-Two (2) Card Access Doors and Four (4)Cameras 3971 Gateway Center-Add 7/15/2018 $ 15.45 - $ 185.36 $ 185.36 Two (2) Card Access Doors 3987 Court Street Annex- 8/27/2018 $ 7.79 - $ 77.90 $ 77.90 Security Upgrades 3988 Rogers Road 10/19/2018 $ 14.32 - $ 171.84 $ 171.84 Community Center- Four(4) Camera 5 DocuSign Envelope ID:B2590212-14E4-4C59-930D-7252078977D0 Orange County 3989 The Seymour Center- 10/6/2018 $ 16.68 - $ 200.16 200.16 Four(4)Camera Additions 3992 Whitted Building-1st 9/28/2018 $ 18.94 - $ 227.28 $ 227.28 Floor-Side Entrance Access 3993 Sheriff's Office-Replace 9/28/2018 $ 13.20 - $ 158.40 $ 158.40 DVR Convert Lenel Video to Avigilon 4008 Historic Courthouse- 5/29/2018 $ 5.91 $ 5.91 $ 70.92 $ 76.83 Add Security Camera for Monitorine 4017 The Jail-Replace Two 2/18/2019 $ 10.24 - $ 122.88 $ 122.8` (2)Analog PTZ Cameras and 10 Analog Mini Cameras 4018 The Skills Site-Add 12/18/2018 $ 2.26 - $ 13.56 $ 13.56 Cameras to Avigilon Svstem 4019 Southern Human 2/22/2019 $ 8.30 - $ 99.60 $ 99.60 Services-Replace Interior Camera 4042 AMS North Fuel Station-7/18/2018 $ 19.70 - $ 236.38 $ 236.38 Add Exterior Security Cameras for Monitoring 4069 Office Building-Parking 6/8/2019 $ 3.13 - $ 37.56 $ 2' r- Deck-Add Security Camera and LED Strobe 5041 Southern Human 8/30/2018 $ 7.64 $ 76.40 $ Services Building-Add One(1)Card Access Door 5042 Relocate two(2)Access 8/30/2018 $ 2.93 $ 29.30 $ 29.30 Systems to Two (2) New Doors-Whitted 5043 Skills Development-Add 10/5/2018 $ 13.28 $ 106.24 $ 106.24 Security Cameras for the Common Areas Accessible to the Public 5068 John Link Bldg-Lower 10/5/2018 $ 117.46 $ 939.68 $ 939.68 Level Security Systems 5082 District Attorney Office- Not Complete $ 11.74 $ - $ - Install Card Access 5084 Animal Services-Add 10/5/2018 $ 9.95 $ 79.60 $ 79.60 One (1) Card Access Door DocuSign Envelope ID:B2590212-14E4-4C59-930D-7252078977D0 Orange County 5092 Whitted Dental 3rd 1/1/2019 $ 4.09 $ 20.45 20.45 Floor Housing Stairwell Door-Add Card Access 5110 Passmore Center-Add 2/14/2019 $ 16.67 $ 66.68 $ 66.68 Two (2) Card Access Doors 5136 Avigilon Video Server- 4/12/2019 $ 48.85 $ 97.70 $ 97.70 Office Bldg 5139 149 Scottwood Blvd- 3/4/2019 $ 24.36 $ 73.08 $ 73.08 Add Card Access Control 5165 Whitted Dental 3rd 3/8/2019 $ 3.29 $ 9.87 $ 9.87 Floor Housing Office Door Add Card Access 5187 Whitted BOCC-Entrance 4/24/2019 $ 4.09 $ 8.18 $ 8.18 2nd Floor-Add Card Access 5190 SHSC-BOCC-Add One 5/24/2019 $ 9.85 $ 9.85 $ 9.85 (1)Card Access Door 5208 Animal Services- 6/6/2019 $ 13.89 $ - $ Replace One(1) Keypad with Card Access Reader-Three(3)with r nrrl and Pin Continutity Discount 18.50% $ (8,185.49) Credit for Removal of Lenel Video Support 2019-2020 $ (400.00) Total Annual Fee $ 3,851.19 $ 36.79 $ 44,209.08 $ 35,660.38 7 DocuSign Envelope ID: B2590212-14E4-4C59-930D-7252078977D0 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$ 35,660.38 for the period to 7/1/2019 to 6/30/2020 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: B2590212-14E4-4C59-930D-7252078977D0 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-S: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 agreement is effective July 1,2019 through June 30, 2020 Vice President Signature/Title Signature/Title ProNet Systems Inc Orange County _June 25, 2019 Date Date Commencement Date of Contract July 1 2019 DocuSign Envelope ID:B2590212-14E4-4C59-930D-7252078977D0 DATE(MM/DD/YYYY) AC40REP CERTIFICATE OF LIABILITY INSURANCE 7OT5/23/2019 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 endorsements. PRODUCER CONTACT Pam Ribet NAME: ---- --- -------------------------- Lawson Insurance Group,Inc. aHONN Ext: 919-846-2090 ext 203 p No, 919-846-2438 6512-101 Six Forks Rd. E-MAIL ADDRESS: pam.ribet@lawsonins.com Raleigh, NC 27615 INSURER(SLAFFORDING COVERAGE NAIC# INSURERA: Nationwide Mutual Insurance Company 23787 INSURED INSURERB: NorGUARD Insurance Company _ 25844 ProNet Systems, Inc. INSURERC: AIG Specialty Insurance Company 3200 Glen Royal Road INSURER D: Suite 107 INSURER E: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY X COMMERCIAL GENERAL LIABILITY yACP2212994383 02/22/201902/22/2020 EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE ®OCCUR DAMAGE TO RENTED 100,000 PREMISES Ea occurrence $ It. Contractual Liability MED EXP(Any one person) $ 5,000 A Contractor's Enhancement PERSONAL BADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY®JET LOC PRODUCTS-COMP/OPAGG $ 2,000,000 C OTHER: Core Cyber 1000 Master Contract IFI551241 04/28/2019 04/28/2020 Aggregate $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB X OCCUR ACP 2212994383 02/22/2019 02122120201 EACH OCCURRENCE $ 4,000,000 A X EXCESS LIAR CLAIMS-MADE AGGREGATE $ 4,000,000 DED X I RETENTION$ None $ WORKERS COMPENSATION PRWC900559 041031201904102/2020 STATUTE ERH AND EMPLOYERS'LIABILnY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE B E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Tools and Equipment I Installation Floater$75,000. Limit A Commercial Inland Marine ACID 2212994383 02/22/2019 02/22/2020 Contractors Equip- 22,250. Limit All Job Sites of the Insured $500./$1000. Ded respectively DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Orange County is included as additional insured (CG 20 33)and Waiver of Subrogation applies per Blanket Contractors Enhancement Endorsement CG 72 88 under the general liability policy(please refer to attachments). The Umbrella/Excess 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.O. Box 8181 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Hillsborough, NC 27278 ACCORDANCE WITH THE POLICY PROVISIONS. E-Mail: tcomar@orangecountync.gov E-Mail: adorman@orangecountync.gov AUTHORIZED REPRESENTATIVE E-Mail: acornetto@orangecountync.gov ; E-Mail: patf@pronetsystemsnc.com '©1588-201 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD