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Pilot Cellular SCADA Communications UpgradeVILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of theday of � OAK BROOK 2017("Agreement), and is by and between the VILLAGE OF an ➢linois municipal corporation (Vdl ge") and B&W CONTROL SYSTEMS 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: LE�CTIONL SCOPE OF SERVICES. The Village retains the Consultant to perform, and the Consultant agrees to perform, all necessary services to perform the work in connection with the project identified below ("Services'), which Services the Consultant shall provide pursuant to the terms and conditions of this Agreement: Pilot Cellular SCADA Communications Upgrade as more fully described in the attached proposal dated APRIL 17, 2017 SECTION 2. TIME OF PERFORMANCE. The Consultant shall perforin the Sernces as mutually agreed upon by the Village and Consultant, but in no event later than August 31, 2017 ("Time ofperformance'). SECTION 3. COMPED NSATION. A. A¢reeme-print- The total amount billed by the Consultant for the Services under this Agreement shall not exceed $15,100.00, including reimbursable expenses, without the prior express written authorization of the Village Manager. The terms for payment to the Consultant shall be as follows: Net 30 days following completion and final approval by the Vdlage. B. Taxes. Benefits. and Rovaldes. Each Payment by the Village to the Consultant includes all applicable federal, state, and Village taxes of every kind and nature applicable to the Services as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or similar benefits and all costs, royalties, and fees arising from the use of, or the incorporation into, the Services, of patented or copyrighted equipment, materials, supplies, tools, appliances, devices, processes, or inventions. All claim or right to claim additional compensation by reason of the payment of any such tax, contribution, premium, costs, royalties, or fees is hereby waived and released by Consultant. SECTION 4 REPRESENTATIONS OF CONSULTANT, The Consultant represents and certifies that the Services shall be performed in accordance with the standards of professional practice, care, and diligence Practiced by recognized consultants in performing services of a similar nature in existence at the Time of Performance. The representations and certifications expressed shall be in addition to any other representations and certifications expressed in this Agreement, or expressed or implied by law, which are hereby reserved unto the Village. The Consultant further represents that it is financially solvent, has the necessary financial resources, and is sufficiently experienced and competent to perform and complete the Services in a manner consistent with the standards of Professional practice by recognized consultants providing services of a similar nature. Michel D. Klein, PE, shall be primarily responsible for carrying out the Services on behalf of the Consultant ("Key Project personnel"). The Key Project Personnel shall not be changed without the Village's prior written approval. The Consultant shall provide all personnel necessary to complete the Services. The Consultant shall provide all personnel necessary to complete the Services. SECTION 5. INDEMNIFICATION- INSURANCE MMI - Lm - A. Indemnifiestiou. The Consultant proposes and agrees that the Consultant shall indemnify and save harmless the Village, its officers, officials, employees and volunteers, against all damages, liability, claims, losses, and expenses (including attorneys' fee) that may arise out of or in connection with the Consultant's negligent performance of, or failure to perform, the Services or any part thereof, or any failure to meet the representations and certifications set forth in Section 4 of this Agreement. B. Insurance. The Consultant acknowledges and agrees that the Consultant shall, and has a duty to, maintain adequate insurance, in an amount, and in a form and from companies, acceptable to the Village. The Consultant's maintenance of adequate insurance shall not be construed in any way as a limitation on the Consultant's liability for losses or damages under this Agreement. C. No Personal Liability. No elected or appointed official, or employee of the Village shall be Personally liable, in law or in contract, to the Consultant as the result of the execution of this Agreement. SECTION 6. GENERAL PROVISIONS. A. Relationship Of the Parties. The Consultant shall act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, this Agreement shall be construed to: (1) create the relationship of principal and agent, employer and employee, Partners, or joint venturers between the Village and Consultant; or (2) to create any relationship between the Village and any subcontractor of the Contractor. B. Conflicts of Interest. The Consultant represents and certifies that, to the best of its knowledge: (1) no Village employee or agent is interested in the business of the Consultant or this Agreement; (2) as of the date of this Agreement, neither the Consultant nor any person employed or associated with the Consultant has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the Consultant shall at any time during the term of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. C. No Collusion. The Consultant represents and certifies that the Consultant is not barred from contracting with a unit of state or local government as a result of (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Consultant is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11132.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/1142.1-1 et seq.; or (2) a violation of either Section 3313-3 or Section 33E4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. If at any time it shall be found that the Consultant has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the Consultant shall be liable to the Village for all loss or damage that the Village may suffer, and this Agreement shall, at the Village's option, be null and void. D. Termination. Notwithstanding any other Provision hereof, the Village may terminate this Agreement at any time upon 15 days prior written notice to the Consultant. In the event that this Agreement is so terminated, the Consultant shall be paid for Services actually performed and reimbursable expenses actually incurred if any, prior to termination, not exceeding the value of the Services completed. E. Comuliance with Laws and Cr Consultant shall Sve all notices, pay all fees, and take all other action that may be necessary to ensure that the Services are provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations that may be required in connection with providing, performing, and completing the Services, and with all applicable statutes, ordinances, rules, and regulations, 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 5/1-101 et seq. Consultant shall also comply with all conditions of any federal, state, or local grant received by the Village or Consultant with respect to this Contract or the Services. Consultant she be solely liable for any fines or civil penalties that are imposed by any governmental or quasi - governmental agency or body that may arise, or be alleged to have arisen, out of or in connection with Consultant's, or its subcontractors, performance of, or failure to perform, the Services or any part thereof. Every provision of law required by law to be inserted into this Contract shall be deemed to be inserted herein. F. Default If it should appear at any time that the Consultant has failed or refused to prosecute, or has delayed in the prosecution of, the Services with diligence at a rate that assures completion of the Services in full compliance with the requirements of this Agreement, or has otherwise failed, refused, or delayed to perform or satisfy the Services or any other requirement of this Agreement ("Event of Default"), and fails to cure any such Event of Default within ten business days after the Consultant's receipt of written notice of such Event of Default from the Village, then the Village shall have the right, without prejudice to any other remedies provided by law or equity, to (1) ternminate this Agreement without liability for further payment; to (2) withhold from any payment or recover from the Consultant any and all costs, including attorneys' fees and administrative expenses, incurred by the Village as the result of any Event of Default by the Consultant or as a result of actions taken by the Village in response to any Event of Default by the Consultant. G. Assienmemt This Agreement may not be assigned by the Village or by the Consultant without the prior written consent of the other party. H• Notice. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered: (1) Personally; (2) by a reputable overnight courier; or by (3) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon the earlier of., (a) actual receipt; (b) one business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return receipt. Notices and communications to the Village shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Doug Patchin, Public Works Director Notices and communications to the Consultant shall be addressed to, and delivered at, the following address: B&W Control Systems Integration 8678 Ridgefield Road Crystal Lake, Illinois 60012 Attention: Michael D. Klein, PE 1. Waiver. Neither the Village nor the Consultant shall be under any obligation to exercise any of the rights granted to them in this Agreement except as it shall determine to be in its best interest from time to time. The failure of the Village or the Consultant to exercise at any time any such rights shall not be deemed or construed as a Waiver of that right, nor shall the failure void or affect the Village's or the Consultant's right to enforce such rights or any other rights. J. Third Partv Beneficiary. No claim as a third party, beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the Village. K.Govein go meLaw• Venue. This Agreement shall be governed by, construed and enforced in accordance with the ATTEST: By: Nftk� Charlotte Pruss, Village Clerk ATTEST: ey: Tit1e:PN �LL-} #11563377vi I internal laws, but not the conflicts of laws rules, of the State of Illinois. Venue for any action arising out of this Agreement shall be in the Circuit Court for DuPage County, Illinois. L. Exhibits and Other reements. If any conflict exists between this Agreement and any exhibit attached hereto or any other Agreement between the parties relating to this transaction, the terms of this Agreement shall prevail. M. No Disclosure of Confidential Information by the Consultant. The Consultant aclmowledges that it shall, in Performing the Services for the Village under this Agreement, have access, or be directly or indirectly exposed, to Confidential Information. The Consultant shall hold confidential all Confidential Information and shall not disclose or use such Confidential Information without the express prior written consent of the Village. The Consultant shall use reasonable measures at least as strict as those the Consultant uses to protect its own confidential information. Such measures shall include, without limitation, requiring employees and subcontractors of the Consultant to execute a non -disclosure agreement before obtaining access to Confidential Information. B&W CONTROL SYSTEMS INTEGRATION By: Its: President ATTACHMENT A (Proposal dated April 17, 2017) • B&W Control Systems Integration 8678 Ridgefield Road • Crystal Lake, IL 60012 815.788.3600 office • 815.455.0450 fax • www.bwcsi.com April 17, 2017 Mr. Rick Valent Public Works Superintendent Village of Oak Brook, IL 1200 Oak Brook Road Oak Brook, IL 60523 Subject: 2017 Pilot Cellular SC4DA Communications Upgrade BWCSl Job Number 170476.50 Dear Mr. Valent: The Village of Oak Brook has experienced intermittent communication failures between the East Tower/Well #5 site and master SCADA site at Village Hall/Public Works. The Village's PLC infrastructure has been communicating via a variety of Ethernet -based radios for many Years. The PLCs appear to be newer but the radios in use require line of sight and have experienced multiple documented communication loss events over the past few months. Public Works staff has observed the communication failures become more and more frequent and are growing concerned that the reduced visibility in SCADA to the remote site will affect water operations. B&W Control Systems Integration (BWCSI) is proposing the Village consider a small pilot program to implement a private cellular -based communication link to the East Tower/Well #5 site as well as the related Reservoir A site, which utilizes the East Tower as a repeater. Private cellular communications are in use by dozens of municipalities in Chicagoland, and communication network had pros and cons that we have discussed with Public BWCSI has recent experience with implementing over 10 systems. A cellular -based assess their suitability for other public works sites. and we have agreed that these two sites would be best to install the new cellular radios to Works staff Three cellular radios will be installed, one at the master PLC site (Village Hall/Monopole) and one at each remote site. If the Village chooses to continue with replacing the existing SCADA radios with cellular radios in the future, the cellular radio at Village Hall will be replaced with a router that would communicate through the Village's existing Internet connection to Verizon, allowing that cellular radio to be deployed at another site or kept as a spare. Following is our proposed scope of services to improve communications at the East Tower and Reservoir A by installing a Verizon Private Cellular communication network. B&W Control Systems Integration of Services Equipment BWCSI will provide the following equipment: Page 2 of 6 Village of Oak Brook, IL • 170476.50 • Three (3) Cisco IR809 (or similar current model) cellular routers with accessories and one year of SMARTnet support from Cisco. • Three (3) 4G cellular radio antennas. Labor Project Management • Plan, schedule, and coordinate the activities that must be performed to complete the project. • Coordinate build -out of Corporate Private Network (CPN) with Verizon wireless and Village IT design department. Design • Provide network design to integrate the Verizon CPN into the SCADA system. Provide simple network diagram depicting the design. • Modify (mark up) existing control panel drawings to include the new cellular radios. Progrrammina • Configure the cellular routers to communicate using the Verizon CPN and establish a communication link between the SCADA Master PLC and the two remote sites (East Elevated Tank and Reservoir A). • Modify Programmable Logic Controller (PLC) programming, as required, to use the Verizon CPN in lieu of the existing radio system. • Provide access to Verizon's Client Data Portal to be able to view the status and configuration of remote site radios. Installation and Testing • Install the Cisco cellular routers and antennas at the three sites: Village Hall, East Elevated Tank, Reservoir A. • Test communications and collect reliability results for a period of 2 months to ensure PLC data is properly transmitted between the sites. • Note that the cellular antennas will be installed on the top of the existing PLC control panels, with the assumption that the Verizon signal strength is adequate inside the buildings. If the cellular signal strength is not adequate, �1 B&W Control Systems Integration Page 3 of 6 Village of Oak Brook, IL • 170476.50 an antenna contractor will be required to install the antennas outside for an additional fee of approximately $1,000 per site where required. BWCSI Assumptions /Owner Owner will provide site access for installation, programming and startup on normal business days between 7:00am and 3:30 pm. Work past 3:30 pm can be agreed upon as needed, provided BWCSI can secure the site(s) upon departure. 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, BWCSI will work with the Owner to repair, as -needed, under a separate contract. Owner will dispose of/recycle any removed equipment. • Owner understands that warranty on materials will be provided strictly by the manufacturer. No additional labor or materials warranties are provided by BWCSI. • Owner understands that software/materials purchased outside BWCSI may require regular support, and it will coordinate directly with the manufacturer to identify support costs for future budgeting purposes. Owner is responsible for obtaining three (3) cellular SIM cards for the cellular routers to operate on the Verizon CPN. Estimate monthly fee for the cellular service is $25 per month per remote site and $50/month for the master site. ($100 per month total for the 3 sites). Estimates are based on 15 second poll times; faster poll times may result in additional data plan needs. We can provide details with Verizon if needed during startup on options. Annual This project will add additional hardware and software to the Owner, some of which has support or maintenance associated with it. BWCSI recommends the Owner maintain any 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 2017-18 2018-19 2019-20 2020-21 as -co SMARTnet for IR809 Routers Included $600 $630 $660 a] B&W Control Systems Integration Page 4 of b Village of Oak Brook, IL • 170476.50 Project Schedule BWCSI is available to begin work upon notice to proceed. Our estimated project schedule is as follows. This schedule is dependent on equipment availability from the manufacturer/distributor and Verizon wireless private network design approval. Task Days after NTP Complete Design 15 Purchase and Receive Equipment 30 Receive Approval from Verizon for Private Network Design 45 Install and Test Equipment 60 The warranty listed in the attached Standard Terms & Conditions document (Paragraph 13): ® DOES apply ❑ DOES NOT apply Coo Our fee for the above scope is a lump sum of $15,200. This agreement is valid for 90 days from the date of this proposal. Terms & Conditions Refer to attached Standard Terms & Conditions document. 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, B&W CONTROL SYSTEMS INTEGRATION, LLC ANNOWN Michael D. Klein, PE Christopher T. Sosnowski, PE Automation Department Manager President B&W Control Systems Integration Page 5 of 6 Village of Oak Brook, IL • 170476.50 MDK \\Corp.Bamwd.Com\Projects\Crystal Lake\OAKBR\170476-2017 Cellular Pilot Comms UP9\30-INITIA7I0N\170476 Cellular Comms Pilot Proposal.[) c AUTHORIZATION BY Signature/Date: Printed Name and Title: Above signature implies acceptance of the attached STANDARD TERMS & CONDITIONS, Rev 4. B&W Control Systems Integration Standard Terms and Conditions Page 6 of 6 Village of Oak Brook, IL • 170476,50 (REV 4) 1. The submitted proposal and these Standard Terms& Conditions constitute and are herein referred to as the Agreement. 2. B&W Control Systems Integration, LLC is herein referred to as BWCSI, and the party with whom BWCSI is entering into this Agreement with is herein referred to as OWNER.of BWCSI's 3. BWCSI may submit requests for periodic progress payments for services rendered. Payments shall be due and owing by the OWNER upon receipt Mvoke for services. Payments to BWCSI after (601 consecutive calendar days from the date of BWCSYs invoke effor after giving seveinclude Clays written notate payment charge computed at an annual rate of twelve percent (12%) from date of BWCSYs invoice; and BWCSI ivings v late payment charges. to the OWNER, suspend services under this Agreement until BWC51 has been paid in full all amo��ndai ue f falls W ffulfilor Services, �obligations under this Agreement 4. ThB Agreement may be terminated, in whole or in part, by either parry H the other parry fY no such termination through wfault of the terminating Party; or the OWNER mxytecminate this Agreement in whole or in part, for its convenience. However, may be effected unless the terminating parry gives the other Darty: (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 parry before termination. H this Agreement is terminated by either furry, BWCSI shall be paid for services performed to the effective date of termination, including reimbursable expenses. In the evmt of contract termination, the OWNER shall by BWCSI. receive reproducible copies of Drawings, Custom Developed Applications and other documentsand employ from any and all liability claims, losses, or damages, 5. BWCSI agrees to hold harmlen and indemnify Me OWNER and each of its officers, agentsP oy but not iMiudM W the extent that such claims,losses, or damages are caused by BW [SI's negligence inoohntpe� contractors ornsu6conVactors vrodbBforce of the services under B Agreement, but or their officers, liability that may be Clue to the sole negligence of the OWNER or other consultants, agents and employees. In the event claims, losses, or damages are caused by the pint or concurrent negligence of BW[SI mtl the OWNER they shall be borne by each pant in proportion to its negligence. 6. The OWNER acknowledges that SWCSI is a Umited Liability Company and not a Professional Service [orporation,and further acknowledges that the corporate erdky, as the parry to this contract, expressly avoids contracting for individual responsibility of Its officers, directors, or employees. 7. The OWNER and BWCSI agree that any claim made by either parry arising out of any act of the other parry, Or arty officer, director, or employee of the ether parry 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. claims for damages B. For the duration of the project, BWCSI shall procure and maintain insurance for protection from claims under worke(s compensation acts, and from because of bodily injury including personal Injury, sickness or disease oraeath�sof use resulting therefrom, any and all employees or of any person ged to other etrhan such esloyees, an im from claims Or damages because of injury to or destruction Of Property ng performance of services under this Agreement. The OWNER shall be named as an additional insured on BWCSYs general liability imurante policy. The limits of liability for the insurance required by this Subsection are as follows: 000 per claim and aggregate Excess Umbrella Liability: $5,000, Workers Compensation: S[a[urory Limits liability: $5,000000 per claim General Uabilityi $1,000,000 per claim /$2.DD0,000 aggregate Professional $5,000,000 aggregate Automobile liability: $1,0sion of ODi combined single and liability, in theaggregate, of BWCSI and their 9. Notwithstanding any other provision of this Agreement, and t0 the fullest anent permitted b, law, the total der to 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 Me negligence, professional errors or omissions, strict liability or breach of contract or warranty expressed or implied of BWCSI or their officers, directors, employees, agents or any of them, hereafter referred W as the-OWNER's Claims%shall not exceed the total insurance proceeds available to pay cies on behalf of w to BWCSI by their Insurers in settlementmodem sails thosepinsureri ion of NEees, torts snit expensesunder the ofsinvestigatloand nbcI I adns Of justmenttdeleMence l'antl applicable thereto, Including all covered payor by appeal' and coordination M all Designs, DMwi�s, Custom Developed Applications and 10. BWC51 is responsible for the quality, technical accuracy, timely completion, other services fumithed 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. performed BWCSI. If such 11. The OWNER may, at any time, by written order, make changes within the general scope of this Agreement in Me services m be peri by changes cause an increase or decrease in BWCSI's tee or time required for performance of any services under this Agreement, whether or not changed Many 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 BWCSI shall be furnished without the written authorization of the OWNER. BWCSI pursuant to this Agreement are instruments of service 12. All Drawings, Custom Developed Applications, and other documents prepared or furnished by in respect to the project, and BWCSI shall retain the right of reuse of said documents and electronic media by and at the discretion of BWCSI whether or nby ot the project is completed. Electronic copies of BWCifs documents for information and reference in connection with the use BWCSY documents are not intended or represenof the ted o be the OWNER and others shall be delivered to and become the Property of the OWNER; however, suitable for reuse by the OWNER or others on additions or extensions of the project, or On any other project. AM such reuse without verification or adaptation by BWCSI for the specific purpose intended will be at the OWNER's sole risk and without liability or legal exposure t0 BWCSI, and the OWNER shall indemnify and hold harmless BW C51 from all claims, damages, losses and expenses including attorneys fees arising out of or resulting therefrom. 13. BWCSI warrants that the services provided for under this Agreement will be completed in a good and workmanlike manner in accordance wins applicable codes, ordinances, regulations or other legal requirement. for a period of one (1) year after the OWNER e NEERreceives beneficiai use of the installation, BWCSI will provide a limited warranty to the OWNER for any detect due to improper materials or workmanshi supplied SWCSI. Any such warranty provided to OWNER shall be provided by BWCSI without expense to the OWNER fur the one (1) year period described herein. BWCSI'S WARRANTY IS A UMITED 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 BWCSI and excludes defects caused by improper use, abuse, accident, actsof60d (including but not limited W lightning), alteration, or other conditions beyond BWCSI's control, as determined by BWCSI, and all manufacturer's products or workmanship as covered by Meir respective ion,waror other For mations cure/s products or workmanship, BWCSI wHl deliver to OWNER all manufacturers' warranties of products. IN CONSIDERATION OF THE UMITED 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 Dims, court to the oduct wi PURPOSE. OR�CONSEQUENTIAII,s warranty is I'DAMAGEmited toS�Thk foror ked warranty extends only toeplacement of a defective rthe OWNER an not to subsequent ent buyers/ownerER iz. OWNER couVES ALL CLAIMS rv0 written notice of a defect within the one (1) year warranty period described above. In the event of any dispute between the OW NER and BWCSI, such dispute shall be resolved in accordance with these Standard Terms & Conditions and the Agreement. 14. Arty 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 W 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.