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HomeMy WebLinkAbout2019-639-E IT - Custom Controls Unlimited Lake Orange SCADA service DocuSign Envelope ID:552AC7A3-1BOC-4D85-823C-370394803F33 [Departmental Use Only] TITLE Hosted SCADA Service FY 20 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 27th day of August, 2019, ("Effective Date") by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and Custom Controls Unlimited, Inc (the "Provider"),party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials and/or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Contractor shall provide management of the Hosted SCADA system (`VerSCADA') including all software, servers, and associated hardware offsite from the Client's facility, and data shall be current at all times via the Contractor's primary provider, Verizon Wireless: Vertical Solution (`Verizon Wireless'), provided service is available from the provider. The term of this agreement rendered shall be from July 1, 2019 to June 30,2020. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed seven- hundred-thirty-seven dollars and zero cents, ($737.00) (see Attachment A). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may,without fault or penalty,withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. Revised 12/18 1 DocuSign Envelope ID:552AC7A3-1BOC-4D85-823C-370394803F33 4. Insurance: 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 be designated here N/A (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. 5. Indemnity: The Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 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. 8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. 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 anti-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 ec�ountync. og v/departments/purchasing division/contracts.php.). Any violation of this requirement 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. 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. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement Revised 12/18 2 DocuSign Envelope ID:552AC7A3-1BOC-4D85-823C-370394803F33 such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANf U I-n7nv9ry PROV1DVR DocuSigned by: Docusigned by: Eji�w I�bV� -712019 � { bU, 3/2019 By.- 16A91E73A64DF.. By. �09F5850FAF94496. I�eparmient Director Title: 200 S. Cameron St. Custom Controls Unlimited, Inc P.O. Box 8181 2600 Garner Station Blvd. Hillsborough,NC 27278 Raleigh,NC 27603 Revised 12/18 3 DocuSign Envelope ID:552AC7A3-lBOC-4D85-823C-370394803F33 4-1 custom 2600 Garner Station Blvd. I CM S Raleigh,NC 27603 HostedServices@ccuinc.comc.com Un1knitedhic Office:919-661-5556 A \ Fax 919-661-5557 � ) VerSCADA Agreement, Orange County, NC nw, Date Services Performed By Services Performed For August 27,2019 Custom Controls Unlimited,Inc Orange County,NC 2600 Garner Station Blvd. Orange County Government Raleigh,NC 27603 Planning and Inspections Dept. PO Box 8181 b1cHillsborough,NC 27278 This Agreement 00082719JDH issued to Orange County, NC (`Client') by Custom Controls Unlimited, Inc (`Contractor') shall become effective as of July 1, 2019. Any term not otherwise defined herein shall have a meaning specified in the Terms and Conditions below.The Exhibit(s) to this Agreement,if any, shall be deemed to be a part hereof. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of this Contract, the terms of this Agreement shall govern and prevail. Agreement Focus and Limitations Nothing in this agreement is intended to create or constitute a joint venture, partnership V agency, trust, or other associations of any kind between the parties or persons referred to herein.This agreement is independent of any other services,products,or contracts provided w by Custom Controls Unlimited, Inc and is independent or irrespective of any customer- owned hardware. Q.) Scope of Work Hosted SCADA Service: Contractor shall provide management of the Hosted SCADA system (`VerSCADA') including all software, servers,and associated hardware offsite from the Client's facility,and data shall be current at all times via the Contractor's primary provider, Veri.Zon Wireless: Vertical Solution (`Verizon Wireless'), provided service is available from the provider. Client shall have 24/7 access to view system parameters and make modifications as necessary while using a secure login connection via Client-owned computer or personal data device (phone, tablet, etc.). Automatic notifications via text message and email shall be provided to Client with Client-configurable Alarm event setpoints. Cellular Data Service: Contractor shall provide management of data and services from Verizon Wireless. Data rates shall be limited to the pricing as noted in the "Fee Schedule" below. Selection of data usage amounts shall be based on estimates depending upon variables such as poll-rate, transmission protocol, number of data addresses, number of sites, and other relevant variables as determined by the Contractor. This data service is designed for machine-to- machine communication for SCADA operations only and is not intended for day-to-day internet usage. VerSCADA Agreement for Orange County,NC Page 1 00082719JDH DocuSign Envelope ID:552AC7A3-lBOC-4D85-823C-370394803F33 4-1 Scope of Work (Continued) Maintenance Service: Contractor will provide remote maintenance of cellular modem firmware and software for provided hardware at an interval matching the selected billing occurrence to ensure up-to- date security. In the event of hardware failure, Client is responsible for all materials and installation charges. Term of Agreement This agreement shall have an initial term of one (1) year from the date executed by both t I parties beginning at the date of commission July 1,2019 and continuing through the end of bL day prior to the anniversary date, June 30, 2020. In situations where new modems/sites requiring additional cellular service are added mid-contract, an amendment to this contract shall be created to cover these connections for the remainder of the current term. The subsequent additional modems/sites shall be included in the renewing of the expiring contract. Rates will be reevaluated forty-five (45) days prior to the completion of the 1-year contract period to determine if adjustments to the current Fee Schedule are warranted or required. Renewing services, whether original or added, shall be quoted to the Client for review and a new Contract will be provided upon approval. If the new executed Agreement has not been received by the Contractor by the end of the expiring contract period, service shall continue,billed at a month-to-month rate as described in the attached"Service Rates" section. This agreement shall be terminated by either party with a thirty-day (30) written notice. V Responsibilities Orange County,NC expressly understands and agrees that it has no contractual relationship with Verizon Wireless,the underlying carrier,or its affiliates or contractors and that Orange t I County, NC is not a third-party beneficiary of any agreement between Custom Controls Unlimited, Inc and the underlying carrier. In addition, Orange County, NC acknowledges and agrees that the underlying carrier and its affiliates and contractors shall have no legal, equitable, nor any other liability of kind to Custom Controls Unlimited, Inc, and Orange County,NC hereby waives any and all claims or demands from hereon. Client Responsibilities A. Client shall notify Custom Controls Unlimited,Inc upon learning of any significant problem with performance of VerSCADA. B. Client shall cooperate with Custom Controls Unlimited, Inc in connection with performance by providing access to client's physical premises as reasonably necessary. C. Client owned hardware to be operated and maintained for access to VerSCADA, including,but not limited to,computers and associated peripherals,cellphones,and tablets. D. Client shall, as necessary, purchase such software and hardware as may be reasonable and required to be installed by Contractor for effective operations, including,but not limited to, provider network migrations and hardware failure. E. Client shall,in event of hardware failure,be responsible for related charges for that billing period. F. Client shall pay for services rendered as noted in the "Fee Schedule" below in addition to any overages*. *An overage charge of$2.00 will be added for every 1 Megabyte(MB)over total allotted monthly data;total allotted monthly data is calculated as the sum of each site's data allotment.To be billed separately per billing occurrence agreement. VerSCADA Agreement for Orange County,NC Page 2 00082719JDH DocuSign Envelope ID:552AC7A3-1BOC-4D85-823C-370394803F33 4_j Indemnification Client shall indemnify, defend, and hold Custom Controls Unlimited, Inc, and its parents, �__i subsidiaries, affiliates, officers, employees, and licensors, harmless from any and all claims, Udemands, actions, damages, losses, liability, costs, and expenses, including actual attorney fees, arising out of or by virtue of ( I ) any breach or default in the performance of any obligation on Client's part to be performed under the terms of this Agreement; ( ii ) any direct or indirect act of negligence of Client; ( iii ) Client's failure to comply with any requirements of any governmental authorities; or (iv) any failure of the applicable cellular network or equipment whereby the critical alarming data is not transmitted. Payments and Service Disconnection b1c Monthly access fees and featured charges are billed in advance, while overage and other usage charges are billed in arrears.The Client shall have the choice of a Quarterly or Annual billing cycle for VerSCADA Service; a $25.00 billing administration fee will be added per billing cycle (example: Quarterly Billing $25/quarter at a cost of $100/year for administrative services, or Annual Billing $25/annually at a cost of $25/year for administrative services). Orange County,NC agrees to pay each bill in full within thirty(30) days (NET30) of invoice date. Late payments shall incur a 15% late fee. At 12:OOPM Eastern Time, on the 61't day from the initial invoice date, service shall be suspended to all cellular modems. VerSCADA access will not be disabled for any associated Client Logins, but current remote-site data acquisition will be unavailable until payment has been received in-full by the Contractor. VerSCADA access and cellular service for remote-site data acquisition, however, shall not V be suspended due to an expired contract in good standing, but rather convert to a month- to-month, out-of-contract payment term. V J Overages An overage shall be defined as any data amount surpassing the allotted data amount — allotted data amount shall be defined as the sum of data allotted for each Client modem (see "Fee Schedule" to determine the allotted monthly data). Overages shall be calculated monthly, based on the allotted monthly data as noted in the "Fee Schedule," and shall be rounded up to the nearest whole Megabyte (MB).An overage charge will be$2.00 per 1 MB to be billed in arrears.To prevent overages,the Client shall not make configuration changes to any cellular modem nor attach devices to the modem or the modem network. In the event the Client notices atypical network performance, the Client shall contact the Contractor, as noted in the "Client Responsibilities," to investigate and ensure there is no cause for data overages. In the event the Contractor determines an overage is occurring, whether Client or Contractor initiated, the Contractor will investigate the modem network to prevent potential or increased overages. VerSCADA Agreement for Orange County,NC Page 3 00082719JDH DocuSign Envelope ID:552AC7A3-lBOC-4D85-823C-370394803F33 4- J Contacts ---i Invoices will be emailed to the address and manager listed below. OrangeU Requested ProjectOrange County,NC Contractor Billing Period ounty,NC Bill to Address • Quarterly) (For Contractor Orange County,NC Orange County Government Planning and Inspections Dept. Howard Fleming Nate Powell PO Box 8181 Annually Lake Orange • i Hillsborough,NC 27278 HFleming@orangecountync.gov Nate.Powell@ccuinc.com Fee Schedule Orange County,NC VerSCADA Price Breakdown Service Description -. M. .nit Cost Annual Cost V2M_25MB—Lake Orange 9 Month $18.00 $162.00 Hosting Fee (Up to 10 Sites) 9 Month $50.00 I $450.00 Billing Administration Fee ■ 1 Year $25.00 $25.00 Insurance Rider 1 Year $100.00 $100.00 V NOTE: Since payment for Quarter 3 has been paid,Payment Yearly Subtotal $737.00 is only required for Oct 2019 thru June 2020.Forthcoming Service contracts will be priced for twelve(12)months. I Yearly Total $737.00 *An overage charge of$2.00 will be added for every 1 Megabyte(MB)over total allotted monthly data;total allotted monthly data is calculated as the sum of each site's data allotment.To be billed separately per billing occurrence agreement. Signatures By signing below,you understand and agree to the terms set forth above,in all attachments,and any included exhibits. Orange County, NC Client Name Client Project Manager(Print) Client Project Manager(Signature) Date VerSCADA Agreement for Orange County,NC Page 4 00082719JDH DocuSign Envelope ID:552AC7A3-lBOC-4D85-823C-370394803F33 nC) Service Rates UL/ _4..j1 Monthly1 - - j io • ctPrice Hosting Fee (Up to 10 Sites) $50.00 $100.00 11 - 20 Remote Sites Additional$5.00/ Site Additional$10.00/ Site n , 20+ Remote Sites Additional$7.50/ Site Additional$15.00/ Site `✓ For systems with 20+ sites,Client will pay the`20+Remote Sites'price for each site over the first twenty V (20) sites (example:twenty-five (25) sites will incur a$50.00`Hosting Fee',$50.00 charge for`11-20 Remote Sites',and$37.50 charge for five(5) `20+Remote Sites,'assuming Client is In-Contract) Cellular Data Rate per Remote Site Pricing n� MonthlyData Amount Monthly • - Monthly Out-of-Contract Price �lJ 1 MB $9.00 $13.00 r ^ 5 MB $13.00 $18.00 25 MB $18.00 $25.00 50 MB $27.00 $37.00 150 MB $33.00 $45.00 250 MB $36.00 $49.00 1 GB $45.00 $61.00 5 GB $90.00 $122.00 10 GB $144.00 $195.00 U a� DocuSign Envelope ID:552AC7A3-1BOC-4D85-823C-370394803F33 CUSTCON-01 DMASON '4�aRo CERTIFICATE OF LIABILITY INSURANCE FD­81(61/2019 EM/DD/YYYY) 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 CONTACT Deborah Mason NAME: Summers Thompson Lowry, Inc. PHONE FAX 2113 Cameron Street (A/C,No,Et):(919)969-5322 (A/C,No):(919)942-4221 Suite 219 E-MAIL SS:debbie@stlinsure.com Raleigh,NC 27605-1370 INSURERS AFFORDING COVERAGE NAIC# INSURER A:The Travelers Property Casualty Insurance Company of America 25674 INSURED INSURER B:Standard Fire Insurance Company 19070 Custom Controls Unlimited Inc. INSURERC: 2600 Garner Station Blvd INSURER D: Raleigh,NC 27603 INSURER E 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 ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR IN SD WVD MM DD MM DD A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR ZLP81 M77236 4/3/2019 4/3/2020 DAMAGE TO RENTED 300,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY F7 JECOT- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: EBL AGGREGATE 31000,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO BA9M503843 4/3/2019 4/3/2020 BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PerOaccitlenDAMAGE $ AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE X CUP9M506636 4/3/2019 4/3/2020 AGGREGATE $ DX 5,000,000ED O B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER UB3J517642 4/3/2019 4/3/2020 1,000,000 OFFICERO/MEMBER EXCLUDEDXECUTIVE ❑ N/A X E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT A Prof Liability ZPL31M77167 4/4/2019 4/4/2020 Per Claim 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Orange County Planning and Inspections Department is listed as Additional Insured with respect to General Liability and Umbrella per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange Count THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g y ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Planning and Inspections Department Engineering Division PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough, NC 27278 Gann y R ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD