2015-559-E AMS - ProNet Systems, Inc. for courthouse front door card in/out access control

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DocuSign Envelope ID: D7E43DD4-EA19-459A-861F-E601909C0459 [Departmental Use Only] TITLE JF Card Access FY 2016 ORANGF, COUNTY CONTRACT UNI)ER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 8th day of October, 2015, ("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 ProNet Systems, 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 lor the services of the Provider, and the Provider agrees to provide the following services to the Courity in accordance with the terrins ofthis Agreement, time being of the essence: The set-vices and/or materials (hereinafter referred to collectively as "'Services") to be furnished under this Agreement are as follows: install magnetic locks and a card in/card out access control feature on Court House Front door, 106 E Margaret Lane, per provided quote QO91715-D. `Flie term of this agreement rendered shall be froin October 8. 2015 to November 25, 2015. 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 tile 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, not- shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS I.. Payment: 'r Fhe County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the (7ounty shall not exceed two thousand nine hundred seventy four dollars sixty five cents,, ($2,974.65). Payment shall be made within thirty (30) days of an invoice property 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 Nvaiver by the County 017any breach be held to be a waiver of any Succeeding breach or a waiver of this Non-Waiver Clause. I Lt1&Kqdgj11-Contractor: T'he Provider shall operate as an independent contractor and the (:"aunty shall rx)t 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, tior state, nor payroll tax of' any kind shall be withheld or paid by the County oil behalf of the Provider or the employees of the Provider. 4. Insurance- Provider shall obtain, at its sole expense, Commercial General Liability Insurance, ALAOrnobile Insurance, Workers' Compensation ITISUrance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County, Revised 10/14 1