HomeMy WebLinkAbout2022-002Agreement
THIS AGREEMENT is by and between INDIAN RIVER COUNTY, a Political Subdivision of the State of Florida
organized and existing under the Laws of the State of Florida, (hereinafter called OWNER) and Graymatter
Systems, LLC (hereinafter called SUPPLIER). OWNER and SUPPLIER, in consideration of the mutual covenants
hereinafter set forth, agree as follows:
ARTICLE 1- WORK
SUPPLIER shall complete all Work as specified or indicated in the Contract Documents. The Work is generally
described as follows:
• Task 1. Project Schedule
• Task 2. Document the Existing Network
• Task 3. Develop the Functional and Non -Functional System Requirements Document
• Task 4. Develop a Preliminary Network Design
• Task 5. Develop a Preliminary Computing Design
• Task 6. Develop a System Hardening Plan
• Task 7. Develop a Preliminary Network and System Monitoring Design
• Task 8. Preliminary Design Review (PDR)
• Task 9. Final Design Review (FDR)
ARTICLE 2 - THE PROJECT
The Project for which the Work under the Contract Documents may be the whole or only a part is generally
described as follows:
Project Name: Industrial Control System Network Design
RFP Number: 2022014
Project Address: 1800 27th Street, Vero Beach, FL, 32960
ARTICLE 3 - CONTRACT TIMES
3.01 Time of the Essence
A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final
payment as stated in the specifications are of the essence of the Agreement.
3.02 Days to Achieve Substantial Completion, Final Completion and Final Payment
A. The Work will be completed and ready for final payment on or before the 120th day after the date
when the Contract Times commence to run.
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ARTICLE 4 - CONTRACT PRICE
4.01 OWNER shall pay SUPPLIER for completion of the Work an amount in current funds equal to the
sum of the amounts determined pursuant to paragraph 4.01.A and summarized in paragraph 4.01.13,
below:
A. For all Work, at the prices stated in SUPPLIER's Price Proposal, attached hereto as Exhibit 1.
B. THE CONTRACT SUM subject to additions and deductions provided in the Contract Documents:
Numerical Amount: $60,448.00
Written Amount: Sixty -thousand, four hundred forty-eight dollars and zero cents.
ARTICLE 5 - PAYMENT PROCEDURES
5.01 Progress Payments.
A. The OWNER shall make progress payments to the CONTRACTOR on the basis of the approved partial
payment request as recommended by County staff in accordance with the mutually agreed to
schedule milestones and the provisions of the Local Government Prompt Payment Act, Florida
Statutes section 218.70 et. seq. The OWNER shall retain five percent (5%) of the payment amount
due to CONTRACTOR until final completion and acceptance of all work to be performed by
CONTRACTOR under the Contract Documents.
5.02 Pay Requests.
A. Each request for a progress payment shall contain the CONTRACTOR'S certification. All progress
payments will be on the basis of progress of the work measured by the schedule of values
established, or in the case of unit price work based on the number of units completed.
5.03 Paragraphs 5.01 and 5.02 do not apply to construction services work purchased by the County as
OWNER which are paid for, in whole or in part, with federal funds and are subject to federal grantor
laws and regulations or requirements that are contrary to any provision of the Local Government
Prompt Payment Act. In such event, payment and retainage provisions shall be governed by the
applicable grant requirements and guidelines. 5.01
ARTICLE 6 - INDEMNIFICATION
6.01 SUPPLIER shall indemnify and hold harmless the OWNER, and its officers and employees, from
liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the
extent caused by the negligence, recklessness, or intentional wrongful misconduct of the SUPPLIER
and persons employed or utilized by the SUPPLIER in the performance of the Work.
ARTICLE 7 - SUPPLIER'S REPRESENTATIONS
7.01 In order to induce OWNER to enter into this Agreement SUPPLIER makes the following
representations:
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A. SUPPLIER has examined and carefully studied the Contract Documents and the other related data
identified in the Request for Proposal documents.
B. SUPPLIER has visited the Site and become familiar with and is satisfied as to the general, local, and
Site conditions that may affect cost, progress, and performance of the Work.
C. SUPPLIER is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that
may affect cost, progress, and performance of the Work.
D. SUPPLIER has obtained and carefully studied (or assumes responsibility for having done so) all
additional or supplementary examinations, investigations, explorations, tests, studies, and data
concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site
which may affect cost, progress, or performance of the Work or which relate to any aspect of the
means, methods, techniques, sequences, and procedures of construction to be employed by
SUPPLIER, including applying the specific means, methods, techniques, sequences, and procedures
of construction, if any, expressly required by the Contract Documents to be employed by SUPPLIER,
and safety precautions and programs incident thereto.
SUPPLIER does not consider that any further examinations, investigations, explorations, tests,
studies, or data are necessary for the performance of the Work at the Contract Price, within the
Contract Times, and in accordance with the other terms and conditions of the Contract Documents.
SUPPLIER is aware of the general nature of work to be performed by OWNER and others at the Site
that relates to the Work as indicated in the Contract Documents.
G. SUPPLIER has correlated the information known to SUPPLIER, information and observations
obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all
additional examinations, investigations, explorations, tests, studies, and data with the Contract
Documents.
H. SUPPLIER has given OWNER written notice of all conflicts, errors, ambiguities, or discrepancies that
SUPPLIER has discovered in the Contract Documents, and the written resolution thereof by OWNER
is acceptable to SUPPLIER.
I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms
and conditions for performance and furnishing of the Work.
SUPPLIER is registered with and will use the Department of Homeland Security's E -Verify system
(www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the
duration of this agreement, as required by Section 448.095, F.S.. SUPPLIER is also responsible for
obtaining proof of E -Verify registration and utilization for all subcontractors.
ARTICLE 8 - CONTRACT DOCUMENTS
8.01 Contents
A. The Contract Documents consist of the following:
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(1) This Agreement;
(2) Notice to Proceed;
(3) Certificate(s) of Liability Insurance;
(4) Request for Proposals 2022014;
(5) Addendum No. 1.;
(6) SUPPLIER'S submitted proposal;
(7) Firm Information Form;
(9) Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of
Relationships;
(10) Certification Regarding Prohibition Against Contracting with Scrutinized Companies;
(11) Certification Regarding Lobbying;
(12) Certificate of Debarment;
(13) Supplier's Executed Indian River County Non -Disclosure Agreement, attached hereto as Exhibit
2;
(14) The following which may be delivered or issued on or after the Effective Date of the Agreement
and are not attached hereto:
a) Written Amendments;
b) Work Change Directives;
c) Change Order(s).
ARTICLE 9 - MISCELLANEOUS
9.01 Terms
A. Terms used in this Agreement will have the meanings indicated in the Request for Proposals.
9.02 Assignment of Contract
A. No assignment by a party hereto of any rights under or interests in the Agreement will be binding
on another party hereto without the written consent of the party sought to be bound; and,
specifically but without limitation, moneys that may become due and moneys that are due may not
be assigned without such consent (except to the extent that the effect of this restriction may be
limited by law), and unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility
under the Contract Documents.
9.03 Successors and Assigns
A. OWNER and SUPPLIER each binds itself, its partners, successors, assigns, and legal representatives
to the other party hereto, its partners, successors, assigns, and legal representatives in respect to
all covenants, agreements, and obligations contained in the Contract Documents.
9.04 Severability
A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law
or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and
binding upon OWNER and SUPPLIER, who agree that the Contract Documents shall be reformed to
4
replace such stricken provision or part thereof with a valid and enforceable provision that comes as
close as possible to expressing the intention of the stricken provision.
9.05 Venue
A. This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit
brought by either party against the other party or otherwise arising out of this Agreement
shall be in Indian River County, Florida, or, in the event of a federal jurisdiction, in the
United States District Court for the Southern District of Florida.
9.06 Public Records Compliance
A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The SUPPLIER shall
comply with Florida's Public Records Law. Specifically, the SUPPLIER shall:
(1) Keep and maintain public records required by the County to perform the service.
(2) Upon request from the County's Custodian of Public Records, provide the County with a
copy of the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by
law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of the contract if the SUPPLIER does not transfer the
records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the SUPPLIER or keep and maintain public records required by the County to
perform the service. If the SUPPLIER transfers all public records to the County upon completion
of the contract, the SUPPLIER shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the SUPPLIER keeps and
maintains public records upon completion of the contract, the SUPPLIER shall meet all applicable
requirements for retaining public records. All records stored electronically must be provided to
the County, upon request from the Custodian of Public Records, in a format that is compatible
with the information technology systems of the County.
B. IF THE SUPPLIER HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE SUPPLIER'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACTTHE CUSTODIAN
OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords@ircgov.com
Indian River County Office of the County Attorney
180127 th Street
Vero Beach, FL 32960
C. Failure of the SUPPLIER to comply with these requirements shall be a material breach of this
Agreement.
Article 11: TERMINATION OF CONTRACT
A. The occurrence of any of the following shall constitute a default by SUPPLIER and shall provide the
OWNER with a right to terminate this Contract in accordance with this Article, in addition to
pursuing any other remedies which the OWNER may have under this Contract or under law:
(1) if in the OWNER's opinion SUPPLIER is improperly performing work or violating any
provision(s) of the Contract Documents;
(2) if SUPPLIER neglects or refuses to correct defective work or replace defective parts or
equipment, as directed by the Engineer pursuant to an inspection;
(3) if in the OWNER's opinion SUPPLIER's work is being unnecessarily delayed and will not be
finished within the prescribed time;
(4) if SUPPLIER assigns this Contract or any money accruing thereon or approved thereon; or
(5) if SUPPLIER abandons the work, is adjudged bankrupt, or if he makes a general assignment
for the benefit of his creditors, or if a trustee or receiver is appointed for SUPPLIER or for any of
his property.
B. OWNER shall, before terminating the Contract for any of the foregoing reasons, notify SUPPLIER
in writing of the grounds for termination and provide SUPPLIER with ten (10) calendar days to
cure the default to the reasonable satisfaction of the OWNER.
C. If the SUPPLIER fails to correct or cure within the time provided in the preceding Sub -Article B,
OWNER may terminate this Contract by notifying SUPPLIER in writing. Upon receiving such
notification, SUPPLIER shall immediately cease all work hereunder and shall forfeit any further
right to possess or occupy the site or any materials thereon; provided, however, that the OWNER
may authorize SUPPLIER to restore any work sites.
D. The SUPPLIER shall be liable for:
(1) any new cost incurred by the OWNER in soliciting bids or proposals for and letting a new
contract; and
(2) the difference between the cost of completing the new contract and the cost of completing
this Contract;
(3) any court costs and attorney's fees associated with any lawsuit undertaken by OWNER to
enforce its rights herein.
E. TERMINATION FOR CONVENIENCE: OWNER may at any time and for any reason terminate
SUPPLIER's services and work for OWNER's convenience. Upon receipt of notice of such
termination SUPPLIER shall, unless the notice directs otherwise, immediately discontinue the
work and immediately cease ordering of any materials, labor, equipment, facilities, or supplies
in connection with the performance of this Contract. Upon such termination SUPPLIER shall be
entitled to payment only as follows:
(1) the actual cost of the work completed in conformity with this Contract and the
specifications; plus,
(2) such other costs actually incurred by SUPPLIER as are permitted by the prime contract
and approved by the OWNER.
SUPPLIER shall not be entitled to any other claim for compensation or damages against the
County in the event of such termination.
TERMINATION IN REGARDSTO F.S. 287.135: TERMINATION IN REGARDS TO F.S. 287.135: SUPPLIER
certifies that it and those related entities of SUPPLIER as defined by Florida law are not on the
Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida
Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for goods or
services of one million dollars or more, SUPPLIER certifies that it and those related entities of
SUPPLIER as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan
List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created
pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations
in Cuba or Syria.
OWNER may terminate this Contract if SUPPLIER is found to have submitted a false certification
as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies
with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section
287.135, Florida Statutes.
OWNER may terminate this Contract if SUPPLIER, including all wholly owned subsidiaries,
majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is
found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in
a boycott of Israel as set forth in section 215.4725, Florida Statutes.
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IN WITNESS WHEREOF, OWNER and SUPPLIER have signed this Agreement in duplicate. One counterpart
each has been delivered to OWNER and SUPPLIER. All portions of the Contract Documents have been signed
or identified by OWNER and SUPPLIER or on their behalf.
This Agreement will be effective on January 11 2022 the date the Agreement is approved by the
Indian River County Board of County Commissioners, which is the Effective Date of the Agreement).
OWNER:
INDIAN RIVER COUNTY
;') P�
/ \
By:
Mrya
By:C
. �o00 Y.0 O'11;M�ss
Jason E/ BropWn, County Administrator
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
By:
n Reingold, County Attorney
Jeffrey R. Smith, Clerk of Court and Comptroller
Attest: hGH
Deputy Clerk
(SEAL)
Designated Representative:
Name: Dan Russell
Title: Director, Information Technology
Address: 180127 th Street, Vero Beach, FL 32960
Phone: 772-226-1698
Email; drussell@ircgov.com
SUPPLIER:
By: M( (��I (�►/e� , COD
Graymatter Systems, LLC
Attest
Designated rese�ntative:
Name: ll
Title: rob
Address:r L(g).
Phone:
Email:t v /. gi
(If SUPPLIER is a corporation or a partnership, attach
evidence of authority to sign.)
Exhibit 1— Proposal Pricing Form
"g. Cost proposal, including breakout for each Phase and/or Task"
',022014 ICS Network Design
PROPOSAL PRICING — RFP 2022014 for ICS Network Design
Proposer submits the following prices for the work described in this solicitation:
1.
Project Schedule
1
$ a O
2.
Document the Existing Network
3
$ / 1 1041
3.
Develop the Functional and Non-
Functional System Requirements
Document
4.
Develop a Preliminary Network Design40
S.
Develop a Preliminary Computing Design
$
6.
Develop a System Hardening Plan_
$ !2 101
7.
Develop a Preliminary Network and
System Monitoring Design s
$ ,t �ao
8.
Preliminary Design Review (PDR
IQ
$
9.
Final Design Review {FDR}
$ ;
The undersigned hereby certifies that they have read and understand the contents of this solicitation
and agree to furnish at the prices shown above all of the services specified in the RFP document,
subject to all instructions, conditions, specifications and attachments hereto. Failure to have read all
the provisions of this solicitation shall not be cause to alter any resulting contract or request additional
compensation.
Gray Matter Systems, LLC
1 RiC
j�1-}�I
Date Signed
GRAYMATTER PROPOSAL
PROFESSIONAL SERVICES, ICS NETWORK DESIGN
100 Global View Drive, Suite 200,
Address
Warrendale, PA 15086-7612
City, State, Zip Code
(42 )JL}1-Z41
Phone
QUri'4Q,C1'Q��fa\j Ml hfV&NJ aYW.("
E-mail
Page 17 of 32
270Ct2021_
Page 29
Exhibit 2 - Indian River County Non -Disclosure Agreement
10
2032014 UCS Network Design
Appendix A
INDIAN RIVER COUNTY NON -DISCLOSURE ACKNOWLEDGEMENT
The undersigned hereby acknowledges that pursuant hmsection 119171(3), Florida Statutes, security system
plans, which include records, information, photographs, audio and visual presentations, schematic diagrams,
surveys, recommendations, or consultations qrportions thereof relating directly tothe physical security of the
facility or revealing security systems; threat assessments conducted by Indian River County or any private entity;
threat response plans; emergency evacuation plans; sheltering arrangements; or manualsfurspuudtyperoonne|,
emergency equipment, or security training are confidential and exempt from Florida's Public Records Law.
Additionally, building plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and final
formats, which depict the internal layout and structural elements of a building, arena, stadium, water treatment
facility, orother structure owned or operated by Indian River County are also confidential and exempt from
Florida's Public Records Law.
Therefore, as provided under State law, the undersigned acknowledges and agrees not to use any such
information described above for any reason other than as expressly authorized inwriting byIndian River County.
The undersigned further acknowledges that such information wkill not be disclosed or made available, directly or
|nd|rgc1|y, except assuch
disclosure may be required by Florida law. In the event such dbdqsumg is required by Florida law, the
undersigned acknowledges and agrees to provide Indian River County with adequate notice in order toallow
Indian River County to seek a protective order to preserve the secrecy of such information.
Undersigned hereby declares that the terms ofthis Non -Disclosure Acknowledgement have been completely
read and are fully understood including the right to retain counsel to review this Non -Disclosure
Acknowledgement. The undersigned knowingly and voluntarily accepts and agrees hoabide bythe terms ofthis
Non'OimdosureAzknmm/|edoernmnt,
|nwitness whereof, undersigned hereto sets my andseakA:
(Pri ed Namel)
\-��
��MatteSystems,ULC
(Title) (Company Name)
WITNESS:
. LN 2.0(Printed Name) Signature Date�
V
Page 31 of 32
2022014 ICS Network Design
Please send documents to: cspain@graymattersystems.com
email
Phone number of contact: 804.687.2510
The following individual(s) will be authorized access to the information provided by Indian River County
and agree to protect that information in accordance with the terms of this agreement:
Aaron Cromer, Anand Dixit, Cindv Spain, Deston Qgy,jnderdeep Huia, Kemell, Kassim,
James Gillespie, Jim Terrell, Lee Ann DLida-Cimperman,. and Mandy ULey
'. �- / � X �e
8 a bj * 3eD M u f) -
Page 32 of 32
WRITTEN CONSENT
OF THE
SOLE MEMBER
OF EACH OF
GRAY MATTER SYSTEMS, LLC
GRAY MATTER SYSTEMS CANADA, LLC,
August 14, 2018
The undersigned, being the sole member (the **Sole Member") of each of Gray Matter
Systems, LLC, a Delaware limited liability company ("GMS"), and Gray Matter Systems
Canada, LLC, a Delaware limited liability company ("GMS Canada" and together with C.
the "Companies"Limited Liability and each, a "Company'). acting pursuant to the Delaware
Company Act and the respective Operating Agreements of the Companies, do hereby consent to
the adoption of the following resolutions.
WHEREAS, pursuant to (i) Section 5.01(b) of the Operating Agreement of GMS, dated
as of November 16, 2017, and (ii) Section 5.01(b) of the Operating Agreement of GMS Canada.,
dated as of November 16, 2017. the Sole Member may appoint officers and agents of the
Companies to which the Sole Member may delegate whatever duties, responsibilities and
authority the Sole Member may desire; and
WHEREAS. the Sole Member desires to delegate to Mandy (trey, an employee of GMS
(the "Agent"), the authority to execute certain customer and/or vendor contracts on behalf of the
Companies.
NOW, THEREFORE, BE IT:
RESOLVED, that the Agent be. and hereby is, ,ranted the authority to execute, on
behalf of the Companies but subject to the oversight and direction of the executive officers of the
Company, contracts and other documents with respect to customers and/or vendors, including by
way of example, customer or service agreements, supply or vendor agreements, non -disclosure
agreements. IRS Form W -9"s and documents prepared and/or submitted by a Company in
connection with bids for customer accounts.
RESOLVED, that the Authorized Persons be, and each of them hereby is, authorized,
directed and empowered to take all such further actions and to execute and deliver all such
further agreements, instruments, consents, assignments, confirmations, powers of attorney,
allonges, assumptions, affidavits, endorsements, certificates and other documents (collectively,
the "Additional Documents"), to make such book entries, and/or to perform any and all further
{35Q1385; 1;60908-V)11
acts and deeds, in the name and on behalf of the Companies and under their seal or otherwise.
and to pay all such expenses and taxes, as in the determination of such Authorized Person or
Authorized Persons shall be necessary, proper or advisable in order to fully carry out the intent
and accomplish the purposes of the resolutions adopted hereby and to consummate the
transactions contemplated thereby (and all of the agreements and documents related thereto)
(such determination to be evidenced conclusively by the taking of such actions, the execution of
such Additional Documents and the payment of such expenses, as the case may be) and that all
such actions heretofore taken by any Authorized Person be, and they hereby are, ratified; and be
it further
RESOLVED, that as used in the foregoing resolutions the term "Authorized Persons"
shall mean the Sole Member and any officer of the Companies; and be it further
RESOLVED, that all acts and deeds heretofore or hereafter done and any action taken by
any Authorized Person in carrying out the terms and intentions of the foregoing resolutions or
otherwise within the terms of the foregoing resolutions, be, and hereby are, ratified, approved
and confirmed in all respects as the acts and deeds of the Companies.
(Rem airider qfpage intentionally left blank. Signature page jblloivs.]
{3541385,1;60908-0011,
[Signature Page to Written Consent of the Sole Member of tray Matter Systems, LLC and
Gray Matter Systems Canada, LLC (August 2018)]
IN WITNESS WHEREOF, the undersigned has executed this Consent (which may be
submitted by, among other methods, telecqpy or e-mail) on the date first written above,
SOLE MEMBER:
GRAY MATTER SYSTEMS INTERCO, LLC
By:
Na: J es Gillespie
!Gil
f
F�42 Executive
Title- hief Executive Officer
(3591385. 1; 60908-0011