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Home My WebLink About2019-788-E AMS - Pronet Systems EMS replacement camera serverRevised 12/18 1 NORTH CAROLINA CONSTRUCTION SERVICES AGREEMENT UNDER $50,000 ORANGE COUNTY THIS CONSTRUCTION AGREEMENT (hereinafter “Agreement”), is made and entered into this 30th day of October, 2019 by and between Orange County, North Carolina (hereinafter the “County” and/or "Owner") party of the first part; and ProNet Systems, Inc (hereinafter the "Contractor"), party of the second part; W I T N E S S E T H: For the purpose and subject to the terms and conditions hereinafter set forth, the Owner hereby contracts for the construction services of the Contractor, and the Contractor agrees to provide the construction services to the Owner in accordance with the terms of this Agreement. 1. TERM AND MAXIMUM AMOUNT PAYABLE Beginning and ending dates of contract: October 31, 2019 through December 22, 2019. The Project Commencement Date shall be October 31, 2019. Dollar Amount Not to Exceed: Eighteen Thousand Five Hundred Ninety Four Dollars and Eighty-Four Cents ($18,594.84) 2. SERVICES Contractor agrees to provide the following construction services (the “Work”): Provide all labor and materials to reinstall or replace existing wiring and security and access equipment per proposal Q091319-B Orange County EMS Access Control System Restore, dated September 13, 2019 Contractor shall not sub-contract all or any part of the construction services provided for in this Agreement without prior written approval of the Owner. Contractor shall be responsible for all errors or omissions, in the performance of the Agreement. Contractor shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to Owner. Contractor is solely responsible for obtaining all permits necessary to complete the Work in compliance with local, state, and/or federal law. The Contractor is responsible for all physical damage to owned or rented machinery, tools, equipment, forms, and other items owned, rented or used by the Contractor and/or Subcontractor(s) in the performance of the Work including all of Owner’s property in Contractor’s care, custody, or control, and all such property while it is in transit. 3. PAYMENT Contractor shall submit an invoice for construction services provided. The invoice shall contain Contractor's name and federal tax identification number and shall be signed and dated by an officer of Contractor. It shall detail all construction services provided in payment requests. The Owner will make payments to Contractor within thirty (30) days after receipt of and approval of the invoice by the contracting department. In the event the amount stated on an invoice is disputed by Owner, then Owner may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. In addition, should Contractor fail to perform its duties under the terms of this DocuSign Envelope ID: 57EDA3BC-65C4-4578-9309-49B7B1AB76A6 Revised 12/18 2 Agreement, Owner may, without fault or penalty, withhold any payment associated with the Work to be performed until such time as said work is completed. 4. RELATIONSHIP OF PARTIES Contractor is an independent contractor of the Owner. Contractor represents that it has or will secure, at its own expense, all personnel required in performing the construction services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the Owner. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized or permitted under state and local law to perform such construction services. It is further agreed that Contractor will obey all State and Federal statutes, rules and regulations which are applicable to provisions of the construction services called for herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or agent of the Owner. 5. SUSPENSION AND TERMINATION This Agreement may be terminated by Contractor upon thirty (30) days' written notice to the Owner, and the Owner may terminate this Agreement upon thirty (30) days' written notice to Contractor. Owner may suspend the Work at any time for Owner’s convenience and without penalty to Owner upon three (3) days’ notice to Contractor. Upon any suspension by Owner Contractor shall discontinue the Work and shall not resume the Work until notified to proceed by Owner. The notice required by this section or any other notice shall be delivered via certified mail, return receipt requested to the parties at the addresses as shown on the signature page to this Agreement. Such notice is deemed given upon its delivery to, or deposit in a receptacle of, the United States Post Office. 6. INSURANCE REQUIREMENTS Contractor 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 http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If Owner’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). Contractor shall not commence construction work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7. INDEMNIFICATION Contractor agrees, without limitation, to defend, indemnify, save, and protect Owner and Owner’s lender, if any, harmless from and against any and all claims, liens, liabilities, losses, damages, causes of action, and expenses (including court costs and reasonable attorney’s fees related thereto) arising out of, in connection with, or resulting from any negligence, act or failure to act by the Contractor, the Contractor’s agents, assigns or employees resulting in property damage or personal injury, including death, or other loss related to the Work. Contractor is responsible for all errors or omissions caused by its agents, contractors, employees, or assigns in the performance of this Agreement. It is the intent of this section to require Contractor to indemnify the Owner to the full extent permitted under North Carolina law. DocuSign Envelope ID: 57EDA3BC-65C4-4578-9309-49B7B1AB76A6 Revised 12/18 3 8. NON-ASSIGNMENT AND OWNER’S REPRESENTATIVE Contractor shall not assign all or any part of this Agreement, including rights to payments, to any other party without the prior written consent of the Owner. The County has designated (Angel Barnes) to act as the County's representative with respect to the Work 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. 9. NON–APPROPRIATION Contractor acknowledges that Owner 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 Owner’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to Owner immediately upon written notice to Contractor of the unavailability and non-appropriation of public funds. It is expressly agreed that Owner 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 Owner’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Owner’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Owner upon written notice to Contractor of such limitation or change in Owner’s legal authority. 10. DISPUTE RESOLUTION Any dispute with respect to any provision of, or the performance or non-performance of, this Agreement shall be subject to the Dispute Resolution Rules and Procedures for Orange County Design, Building Construction, Renovation, and Repair Projects. The policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). 11. ENTIRE AGREEMENT The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it, together with specifically referenced documents, constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified by a written amendment to this Agreement signed by the parties. Modifications may be evidenced by telefacsimile signatures. Should any conflict arise in the terms of any documents referenced herein and this Agreement the terms of this Agreement shall be given priority and shall control over all other such documents. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of the proposal. 12. COMPLIANCE WITH LAW/GOVERNING LAW Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and any action brought under this Agreement shall be brought in the General Court of Justice of the State of North Carolina in Orange County. Contractor shall at all times remain in DocuSign Envelope ID: 57EDA3BC-65C4-4578-9309-49B7B1AB76A6 Revised 12/18 4 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.orangecountync.gov/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. By executing this Agreement Contractor affirms that Contractor and any subcontractors of Contractor are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Contractor certifies that Contractor has not been identified, and has not utilized the services of any agent or subcontractor identified, on the lists created by the State Treasurer pursuant to G.S. 147-86.58 and G.S. 147-86.81. 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 intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF Orange County and the Contractor have signed this agreement, effective as of the day and date first above written. ORANGE COUNTY CONTRACTOR By _________________________ By ________________________________ County Manager ProNet System, Inc 200 S. Cameron St. 3200 Glen Royal Road, P.O. Box 8181 Suite 107 Hillsborough, NC 27278 Raleigh, NC 27617 DocuSign Envelope ID: 57EDA3BC-65C4-4578-9309-49B7B1AB76A6 Q091319-B Orange County – EMS – Access Control System Restore ProNet Systems, Inc. 1 3200 GLEN ROYAL ROAD, SUITE 107, RALEIGH, NC 27617 www.pronetsystemsonline.com TELEPHONE 919.277.2070 FAX 919.277.2072 Q091319-B Orange County-EMS – Access Control System Restore September 13, 2019 Ms. Angel Barnes Asset Management Services PO Box 8181 Hillsborough, NC 27278 Dear Ms. Barnes, RE: ORANGE COUNTY – EMS – ACCESS CONTROL SYSTEM RESTORE With reference to your request to restore EMS Access Control System. We have pleasure in offering the following proposal for your review. Equipment Description Quantity Equipment Description Unit Price Total Price 1 Lenel CTX6 Enclosure 162.00 162.00 1 Lenel LNL-2220 Upgraded System Controller 1,524.15 1,524.15 Cable and Installation Materials 2,754.41 Equipment Total Including Cable and Materials 4,440.56 Add Estimated Shipping 106.82 Add Labor 12,750.15 Add 7.5 % Sales Tax 1,297.31 Total Price Including Equipment, Labor, Sales Tax, and Shipping $18,594.84 DocuSign Envelope ID: 57EDA3BC-65C4-4578-9309-49B7B1AB76A6 Q091319-B Orange County – EMS – Access Control System Restore ProNet Systems, Inc. 2 Warranty All products are covered for one year, parts and labor, from date of hand over. An extended maintenance program is available. This includes parts and labor on all products for the second year after date of hand over. Service Rates Out of warranty call out is charged at $95.00 per hour and $120.00 per hour out of hours (regular business hours are 8.00 am to 5.00 pm, Monday to Friday). Response time is same day if service call is requested before 10.00 am or if the system is down due to failure. All product is covered for one year, parts and labor, from date of hand over. A Service Contract for an extended maintenance program is offered if required. This includes parts and labor on all products for the second year after date of hand over. Service Contract A maintenance program is offered below. Full Maintenance for 2nd year $ 84.31 per year Terms of Payment Unless otherwise arranged, 50% of payment is due upon receipt of order, and 50% of payment is due upon project completion. Interest will be charged at a rate of 1.5 % per month on accounts 30 days past due and a 2% discount is offered for payment within 10 days of receipt of invoice. Validity These rates are valid for a period of thirty days from today’s date. We trust that in submitting this proposal we have addressed all your requirements. Should you require further clarification or additional information, please do not hesitate to contact us. Sincerely, Alan Jelley ProNet Systems, Inc. Accepted: Signed ………………………………………………. For and On Behalf of Orange County EMS …………………………………………………..………………………… Print Name & Title Date…………………………………………………. DocuSign Envelope ID: 57EDA3BC-65C4-4578-9309-49B7B1AB76A6