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R-1764 - 11/13/2018 - AGREEMENTS - Resolutions Exhibits EM REVIEW OF CONTRACTS AwbrY Agency: of Contract: De � ; Program/Account Number; Awarded Contract Price: Bud eted Amount: q (� Under $20,000 Q $500,001 - $1,000,000 $20,000 - $500,000 (� Over $1,000,000 Name: Date: Name: Date01-1 r 7 Name; Date: Ir" a r Name: L � Date: [� Three (3) Originals signed by other party ©ate/Initials F7 Original provided to staff member for other party Date/Initials i [� Original provided to Official Files Date/Initials Village of Oak Brook I Approved by Board of Trustees- Date/Initials; VILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the 'I day of%P , 2018 ("Agreement"), and is by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ("Village's, and CONCENTRIC INTEGRATION, 8678 RIDGEFIELD ROAD, CRYSTAL LAKE,ILLINOIS 60012("Consultant'). IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the Village's statutory powers,the parties agree as follows: SECTION 1. SCOPE OF SERVICES. The Village expressed in this Agreement, or expressed or implied by law, retains the Consultant to perform,and the Consultant agrees to which are hereby reserved unto the Village. perform, all necessary services to perform the work in connection with the project identified below ("Services"), The Consultant further represents that it is financially solvent, which Services the Consultant shall provide pursuant to the has the necessary financial resources, and is sufficiently terms and conditions of this Agreement: experienced and competent to perform and complete the Services in a manner consistent with the standards of SCADA Communications Upgrade and Optimization Project professional practice by recognized consultants providing as more fully described in the attached proposal dated services of a similar nature. Michel D. Klein, PE, shall be September 13,2018 primarily responsible for carrying out the Services on behalf of the Consultant("Key Project Personnel"). The Key Project SECTION 2. TIME OF PERFORMANCE. The Personnel shall not be changed without the Village's prior Consultant shall perform the Services as mutually agreed upon written approval. The Consultant shall provide all personnel by the Village and Consultant("Time of Performance"). necessary to complete the Services. The Consultant shall provide all personnel necessary to complete the Services. SECTION 3. COMPENSATION. SECTION 5. INDEMNIFICATION; INSURANCE; A. Agreement Amount. The total amount LIABILITY. billed by the Consultant for the Services under this Agreement shall not exceed$44,700.00, including reimbursable expenses, A. Indemnification. The Consultant proposes without the prior express written authorization of the Village and agrees that the Consultant shall indemnify and save Manager. The terms for payment to the Consultant shall be as harmless the Village, its officers, officials, employees and follows: volunteers, against all damages, liability, claims, losses, and expenses (including attorneys' fee) that may arise out of or in Net 30 days following completion and final approval by the connection with the Consultant's negligent performance of, or Village. failure to perform, the Services or any part thereof, or any failure to meet the representations and certifications set forth B. Taxes, Benefits, and Royalties. Each in Section 4 of this Agreement. payment by the Village to the Consultant includes all applicable federal, state, and Village taxes of every kind and B. Insurance. The Consultant acknowledges nature applicable to the Services as well as all taxes, and agrees that the Consultant shall, and has a duty to, contributions, and premiums for unemployment insurance, old maintain adequate insurance, in an amount, and in a form and age or retirement benefits, pensions, annuities, or similar from companies, acceptable to the Village. The Consultant's benefits and all costs, royalties, and fees arising from the use maintenance of adequate insurance shall not be construed in of, or the incorporation into, the Services, of patented or any way as a limitation on the Consultant's liability for losses copyrighted equipment, materials, supplies, tools, appliances, or damages under this Agreement. devices, processes, or inventions. All claim or right to claim additional compensation by reason of the payment of any such C. No Personal Liability. No elected or tax, contribution, premium, costs, royalties, or fees is hereby appointed official, or employee of the Village shall be waived and released by Consultant. personally liable, in law or in contract,to the Consultant as the result of the execution of this Agreement. SECTION 4. REPRESENTATIONS OF CONSULTANT. The Consultant represents and certifies that SECTION 6. GENERAL PROVISIONS. the Services shall be performed in accordance with the standards of professional practice, care, and diligence A. Relationship of the Parties. The practiced by recognized consultants in performing services of Consultant shall act as an independent contractor in providing a similar nature in existence at the Time of Performance. The and performing the Services. Nothing in, nor done pursuant representations and certifications expressed shall be in to, this Agreement shall be construed to: (1) create the addition to any other representations and certifications relationship of principal and agent, employer and employee, 1 partners, or joint venturers between the Village and 5/1-101 et seq. Consultant shall also comply with all Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the Services. Consultant shall be solely liable for any fines or B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi- represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be conflict in any manner or degree with the performance of the inserted herein, obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the F. Default. If it should appear at any time that Consultant shall at any time during the term of this Agreement the Consultant has failed or refused to prosecute, or has obtain or acquire any interest that would conflict in any delayed in the prosecution of, the Services with diligence at a manner or degree with the performance of the obligations rate that assures completion of the Services in full compliance under this Agreement. with the requirements of this Agreement, or has otherwise failed,refused,or delayed to perform or satisfy the Services or C. No Collusion. The Consultant represents any other requirement of this Agreement ("Event of and certifies that the Consultant is not barred from contracting Default', and fails to cure any such Event of Default within with a unit of state or local government as a result of(1) a ten business days after the Consultant's receipt of written delinquency in the payment of any tax administered by the notice of such Event of Default from the Village, then the Illinois Department of Revenue unless the Consultant is Village shall have the right, without prejudice to any other contesting, in accordance with the procedures established by remedies provided by law or equity, to (1) terminate this the appropriate revenue act, its liability for the tax or the Agreement without liability for further payment; or (2) amount of the tax, as set forth in Section 11-42.1-1 et seq. of withhold from any payment or recover from the Consultant, the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or any and all costs, including attorneys' fees and administrative (2) a violation of either Section 33E-3 or Section 33E-4 of expenses, incurred by the Village as the result of any Event of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 Default by the Consultant or as a result of actions taken by the et seq. If at any time it shall be found that the Consultant Village in response to any Event of Default by the Consultant. has, in procuring this Agreement, colluded with any other person, firm,or corporation,then the Consultant shall be liable G. Assignment. This Agreement may not be to the Village for all loss or damage that the Village may assigned by the Village or by the Consultant without the prior suffer, and this Agreement shall, at the Village's option, be written consent of the other party. null and void. H. Notice. All notices required or permitted to D. Termination. Notwithstanding any other be given under this Agreement shall be in writing and shall be provision hereof,the Village may terminate this Agreement at delivered: (1)personally;(2) by a reputable overnight courier; any time upon 15 days prior written notice to the Consultant. or by (3) by certified mail, return receipt requested, and In the event that this Agreement is so terminated, the deposited in the U.S. Mail, postage prepaid. Unless otherwise Consultant shall be paid for Services actually performed and expressly provided in this Agreement, notices shall be deemed reimbursable expenses actually incurred, if any, prior to received upon the earlier of: (a) actual receipt; (b) one termination, not exceeding the value of the Services business day after deposit with an overnight courier as completed. evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return E. Compliance with Laws and Grants. receipt. Notices and communications to the Village shall be Consultant shall give all notices, pay all fees, and take all addressed to,and delivered at,the following address: other action that may be necessary to ensure that the Services are provided,performed,and completed in accordance with all Village of Oak Brook required governmental permits, licenses, or other approvals 1200 Oak Brook Road and authorizations that may be required in connection with Oak Brook, Illinois 60523 providing, performing, and completing the Services, and with Attention: Doug Patchin,Public Works all applicable statutes, ordinances, rules, and regulations, Director including without limitation the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on,race, creed,color,national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 2 Notices and communications to the Consultant shall be governed by, construed and enforced in accordance with the addressed to,and delivered at,the following address: internal laws, but not the conflicts of laws rules,of the State of Illinois. Venue for any action arising out of this Agreement Concentric Integration shall be in the Circuit Court for DuPage County, Illinois, 8678 Ridgefield Road Crystal Lake,Illinois 60012 L. Exhibits and Other Agreements. If any conflict exists Attention: Michael D. Klein, PE between this Agreement and any exhibit attached hereto or Automation Department Manager any other Agreement between the parties relating to this transaction,the terms of this Agreement shall prevail. I. Waiver. Neither the Village nor the Consultant shall be under any obligation to exercise any of the M. No Disclosure of Confidential Information by the rights granted to them in this Agreement except as it shall Consultant. The Consultant acknowledges that it shall, in determine to be in its best interest from time to time. The performing the Services for the Village under this Agreement, failure of the Village or the Consultant to exercise at any time have access, or be directly or indirectly exposed, to any such rights shall not be deemed or construed as a waiver Confidential Information. The Consultant shall hold of that right,nor shall the failure void or affect the Village's or confidential all Confidential Information and shall not disclose the Consultant's right to enforce such rights or any other or use such Confidential Information without the express prior rights. written consent of the Village. The Consultant shall use reasonable measures at least as strict as those the Consultant J. Third Party Beneficiary. No claim as a third party uses to protect its own confidential information. Such beneficiary under this Agreement by any person, firm, or measures shall include, without limitation, requiring corporation shall be made or be valid against the Villageemployees and subcontractors of the Consultant to execute a non-disclosure agreement before obtaining access to K. Governing Law; Venue. This Agreement shall be Confidential Information, ATTEST: VILL OFOAK B B / By — ---- --- Charlotte Pruss,Village Clerk Riccardo F.Ginex,Village Mana er ATTEST: CONCENTRIC INTEGRATI N Title: Deputy Secretary Its: Automation Department Manager 3 411563377vi ATTACHMENT A (Proposal dated September 13,2018) 4 Ic000 e, CONCENTRIC I N T E G R A T I O N September 13, 2018 Mr. Rick Valent Public Works Superintendent Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Subject: SCADA Communications Upgrade - Proposal for Consulting Services Concentric Project Number: 180368.50 Dear Mr. Valent: Concentric Integration, LLC (Concentric) recently completed a pilot project implementing Supervisory Control and Data Acquisition (SCADA) cellular communications for the East Tower and Station A, as those sites were having intermittent communication issues. Based on that project's success, and aging radio SCADA communication infrastructure at other sites, the Village has requested a Proposal from Concentric to implement cellular communications at the remaining five remote water system facilities: Well 6, Well 7, West Tower, 3511 St. DWC, and Station B. The pilot project included a cellular router at the main polling site to allow for cellular communications to the East Tower and Station A. Although this architecture is suitable for a couple of remote sites, it becomes cost prohibitive as more remote sites are added since the amount of cellular data used is essentially doubled (all data traverses through the cellular router at the master site), and thus results in a higher monthly cost. Concentric recommends that the Village consider having an Integrated Services Router (ISR) installed at the SCADA master site that is configured to establish a secure Virtual Private Network (VPN) connection to Verizon. In this architecture, the data from the remote sites travels on the Verizon Private Network to a Verizon data center(s) where it then connects to the Village's ISR through the Internet using the secure VPN connection. We recommend the Village maintain the existing cellular router at the SCADA master site as a backup in case of an Internet outage. During the pilot project, Concentric also discovered that data flow between sites is not optimized for radio system communication. This Project includes revisions to the data transmission between sites to simplify and optimize the communications. Following is Concentric's Proposal for this Project. 8678 Ridgefield Rd., Crystal Lake, IL 60012 • 815-788-3600 • www.goconcentric.com 411L CONCENTRIC INTEGRATION Scope of Services Equipment Concentric will provide the following equipment: 1. Five (5) Cisco IR809 (or similar current model) cellular routers with power supply, mounting accessories, and one year of SMARTnet support from Cisco. 2. Five (5) 4G cellular radio antennas. 3. One (1) Cisco 2911 Integrated Services Router with one year of SMARTnet support from Cisco. Subcontractor Provide the services of a qualified antenna subcontractor to install cellular antennas at Well 6, the West Tower, and the 35th St. DWC sites. These sites are not amenable to mounting the cellular antenna indoors. Labor Proiect Management 1. Plan, schedule, and coordinate activities that must be performed to complete the Project. Design 1. Provide network design to include the additional five sites in the Verizon Customer Private Network (CPN) and integrate with the SCADA system. Provide simple network diagram depicting the design. 2. Modify (mark up) existing control panel drawings to include the new cellular radios. Programming 1. Configure the Integrated Services Router to establish a VPN connection to Verizon to allow the remote site SCADA data to be transmitted to the master SCADA site via the Verizon CPN. 2. Configure the cellular routers to communicate using the Verizon CPN. 3. Modify Programmable Logic Controller (PLC) IP addressing to use the Verizon CPN in lieu of the existing radio system. Project #180368.50 Page No.2 411L CONCENTRIC INTEGRATION 4. Modify Operator Interface Terminal (OIT) IP addressing. 5. Modify PLC programming, OIT program configuration, and SCADA software tag database to simplify and optimize data routing between sites. Installation and Testing 1. Install Cisco integrated services router at Village Hall and connect to the existing Internet connection. Link to the master PLC using the existing fiber optic cabling. 2. Install Cisco cellular routers at the five sites: Well 61 Well 7, West Tower, 35th St. DWC, and Station B. 3. Test communications to confirm proper operation. Concentric Assumptions / Owner (Village of Oak Brook) Responsibilities 1. Owner will procure and have a business-class, reliable Internet or network connection at the location of the master PLC prior to startup and installation. The Internet connection will require at least one static IP address to be available. Evaluation of alternatives, installation, and monthly recurring costs for the Internet connection will be the responsibility of the Owner. Concentric requests an opportunity to review the Internet contract prior to signing. 2. Owner will provide site access for installation, programming, and startup during the Owner's normal business days and working hours. Work outside of this time can be agreed upon as needed, provided Concentric can secure the site(s) upon departure. 3. Owner understands that all existing equipment to remain is assumed to be in good, working order. In the event that any other equipment does not perform as-expected, Concentric will work with the Owner to repair, as-needed, under a separate contract. 4. Owner will dispose of/recycle any removed equipment. Project#180368.50 Page No. 3 d 11 CONCENTRIC INTEGRATION Annual Support This Project will add additional hardware and software to the Owner, some of which has support or maintenance associated with it. Concentric recommends Owner maintain applicable support agreements once the initial support/warranty periods expire. On this Project, we have included the following support agreements, that all begin approximately at the date the product is shipped (not necessarily the date it is onsite) and last for periods varying from one year to three years. Following is the recommended support and estimated amounts for renewals each year (this is provided solely for budgetary purposes and will need to be quoted at the time of renewal): Description 2018 2019 2020 2021 Cisco SMARTnet for IR809 Routers Included $1,050 $1,100 $1,150 Cisco SMARTnet for 2911 Router Included $735 $770 $810 Total Included $1,785 $1,870 $1,960 Project Schedule Our estimated project schedule will be agreed upon at the project kickoff meeting. Warranty The warranty listed in the attached Standard Terms & Conditions document (Paragraph 13): ® DOES apply ❑ DOES NOT apply Fee Our fee for the above scope is a lump sum of $44,700. This agreement is valid for 90 days from the date of this Proposal. Terms & Conditions Refer to attached Standard Terms & Conditions document. Project #180368.50 Page No. 4 b 11 CONCENTRIC INTEGRATION Acceptance If this proposal is acceptable, please sign one copy and return to us. Feel free to contact me if you have any questions. Sincerely, CONCENTRIC INTEGRATION, LLC N"'D, W.01� Michael D. Klein, PE Automation Department Manager MDK VILLA O O K BROOK, ILLINOIS ACCEPTED BY: TITLE: DATE: — �{ Above signature implies acceptance of the attached STANDARD TERMS & CONDITIONS Project#180368.50 Page No. 5 „ r 411 Ll CONCENTRIC INTEGRATION Standard_ Term_ s & Conditions 1. The submitted proposal and these Standard Terms&Conditions constitute and are herein referred to as the Agreement. 2. Concentric Integration is herein referred to as Concentric,and the party with whom Concentric is entering into this Agreement with is herein referred to as Owner. 3. Concentric may submit requests for periodic progress payments for services rendered.Payments shall be due and owing by the Owner upon receipt of Concentric's invoice for services.Payments to Concentric after sixty(60)consecutive calendar days from the date of Concentric's invoice for services shall include an additional late payment charge computed Owner an annual rate of twelve percent(12%)from date of Concentric's invoice;and Concentric may, after giving seven(7)days written notice to the Owner,suspend services under this Agreement until Concentric has been paid in full all amounts due for services,expenses,and late payment charges. 4. This Agreement may be terminated,in whole or in part,by either party if the other party substantially fails to fulfill its obligations under this Agreement through no fault of the terminating party;or the Owner may terminate this Agreement,in whole or in part,for its convenience.However,no such termination may be effected unless the terminating party gives the other party:(1)not less than ten(10)calendar days written notice by certified mail of intent to terminate,and(2)an opportunity for a meeting with the terminating party before termination.If this Agreement is terminated by either party, Concentric shall be paid for services performed to the effective date of termination,including reimbursable expenses.In the event of contract termination, the Owner shall receive reproducible copies of Drawings,Custom Developed Applications and other documents completed by Concentric. 5. Concentric agrees to hold harmless and indemnify the Owner and each of its officers,agents and employees from any and all liability claims,losses,or damages,to the extent that such claims,losses,or damages are caused by Concentric's negligence in the performance of the services under this Agreement,but not including liability that may be due to the sole negligence of the Owner or other consultants,contractors or subcontractors working for the Owner,or their officers,agents and employees.In the event claims,losses,or damages are caused by the joint or concurrent negligence of Concentric and the Owner they shall be borne by each party in proportion to its negligence. 6. The Owner acknowledges that Concentric is a Limited Liability Company and not a Professional Service Corporation,and further acknowledges that the corporate entity,as the party to this contract,expressly avoids contracting for individual responsibility of its officers,directors,or employees. 7. The Owner and Concentric agree that any claim made by either party arising out of any act of the other party,or any officer,director,or employee of the other party in the execution or performance of the Agreement,shall be made solely against the other party and not individually or jointly against such officer,director,or employees. 8. For the duration of the project,Concentric shall procure and maintain insurance for protection from claims under worker's compensation acts,claims for damages because of bodily injury including personal injury,sickness or disease or death of any and all employees or of any person other than such employees,and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom,alleged to arise from Concentric's negligence in the performance of services under this Agreement.The Owner shall be named as an additional insured on Concentric's general liability insurance policy.The limits of liability for the insurance required by this Subsection are as follows: Workers Compensation: Statutory Limits Excess Umbrella Liability: $5,000,000 per claim and aggregate General Liability: $1,000,000 per claim/$2,000,000 aggregate Professional Liability: $5,000,000 per claim Automobile Liability: $1,000,000 combined single limit $5,000,000 aggregate 9. Notwithstanding any other provision of this Agreement,and to the fullest extent permitted by law,the total liability,in the aggregate,of Concentric and their officers,directors,employees,agents,and any of them,to the Owner and anyone claiming by,through or under the Owner,for any and all claims, losses,costs or damages whatsoever arising out of,resulting from or in any way related to the project or the Agreement from any cause or causes, including but not limited to the negligence,professional errors or omissions,strict liability or breach of contract or warranty expressed or implied of Concentric or their officers,directors,employees,agents or any of them,hereafter referred to as the”Owner's Claims",shall not exceed the total insurance proceeds available to pay on behalf of or to Concentric by their insurers in settlement or satisfaction of Owner's Claims under the terms and conditions of Concentric's insurance policies applicable thereto,including all covered payments made by those insurers for fees,costs and expenses of investigation, claims adjustment,defense and appeal. 10. Concentric is responsible for the quality,technical accuracy,timely completion,and coordination of all Designs,Drawings,Custom Developed Applications and other services furnished or required under this Agreement,and shall endeavor to perform such services with the same skill and judgment which can be reasonably expected from similarly situated professionals. 11. The Owner may,at any time,by written order,make changes within the general scope of this Agreement in the services to be performed by Concentric.If such changes cause an increase or decrease in Concentric's fee or time required for performance of any services under this Agreement,whether or not changed by any order,an equitable adjustment shall be made and this agreement shall be modified in writing accordingly.No service for which an additional compensation will be charged by Concentric shall be furnished without the written authorization of the Owner. 12. All Drawings,Custom Developed Applications,and other documents prepared or furnished by Concentric pursuant to this Agreement are instruments of service in respect to the project,and Concentric shall retain the right of reuse of said documents and electronic media by and at the discretion of Concentric whether or not the project is completed.Electronic copies of Concentric's documents for information and reference in connection with the use and occupancy of the project by the Owner and others shall be delivered to and become the property of the Owner;however,Concentric's documents are not intended or represented to be suitable for reuse by the Owner or others on additions or extensions of the project,or on any other project.Any such reuse without verification or adaptation by Concentric for the specific purpose intended will be at the Owner's sole risk and without liability or legal exposure to Concentric,and the Owner shall indemnify and hold harmless Concentric from all claims,damages,losses and expenses including attorneys' fees arising out of or resulting therefrom. 13. Concentric warrants that the services provided for under this Agreement will be completed in a good and workmanlike manner in accordance with applicable codes,ordinances,regulations or other legal Owner.For a period of one(1)year after the Owner receives beneficial use of the installation, Concentric will provide a limited warranty to the Owner for any defect due to improper materials or workmanship supplied by Concentric.Any such warranty provided to Owner shall be provided by Concentric without expense to the Owner for the one(1)year period described herein.CONCENTRIC'S WARRANTY IS A LIMITED WARRANTY FOR A PERIOD OF ONE(1)YEAR FROM THE DATE OF BENEFICIAL USE OF THE INSTALLATION.This warranty is limited to only defects in material and workmanship on products purchased and fully installed by Concentric and excludes defects caused by improper use, abuse,accident,acts-of-God(including but not limited to lightning),alteration,or other conditions beyond Concentric's control,as determined by Concentric,and all manufacturer's products or workmanship as covered by their respective warranties.For manufacturer's products or workmanship, Concentric will deliver to Owner all manufacturers'warranties of products.IN CONSIDERATION OF THE LIMITED WARRANTY CONTAINED HEREIN THE OWNER AGREES AND ACKNOWLEDGES THAT SUCH WARRANTY REPLACES ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Concentric's warranty is limited to repair or replacement of a defective product without cost to the Owner.OWNER WAIVES ALL CLAIMS TO INCIDENTAL OR CONSEQUENTIAL DAMAGES. This limited warranty extends only to the Owner and not to subsequent buyers/owners.Owner must give written notice of a defect within the one(1)year warranty period described above. In the event of any dispute between the Owner and Concentric,such dispute shall be resolved in accordance with these Standard Terms&Conditions and the Agreement. 14. Any provision or part thereof of this Agreement held to be void or unenforceable under any law shall be deemed stricken,and all remaining provisions shall continue to be valid and binding upon the parties.The parties agree that this Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 15. This Agreement contains and embodies the entire and integrated agreement between parties hereto and supersedes all prior negotiations,representations, or agreements,either written or oral.