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HomeMy WebLinkAbout2015-517-E AMS - Power Quality Solutions LLC - UPS Service Agreement DocuSign Envelope ID: 1A7ABOC1-4543-4D35-BEC3-943C36543933 [Departmental Use Only] TITLE UPS Srvc Agreement FY 2016 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 19th day of August, 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 Power Quality Solutions LLC, (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 for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Orange County Margaret Lane UPS Service Agreement The term of this agreement rendered shall be from August 10,2015 to June 30,2016. 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 the 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, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed six thousand seven hundred ninety six, ($6,796.00). Payment shall be made within thirty (30) days of an invoice properly 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 waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not 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, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider 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 Revised 10/14 1 DocuSign Envelope ID: 1A7ABOC1-4543-4D35-BEC3-943C36543933 incorporated herein by reference and may be viewed at bttp:Horangecounlyiic.gov/purchasing/contracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 5. Indemni : The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement,the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing Law:aw_Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws,rules, and regulations including but not limited to all anti-discrimination laws. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. Non Appropriation: Provider acknowledges that County 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 County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. [SIGNATURE PAGE TO FOLLOW] 3 i 4 f Revised 10/14 2 DocuSign Envelope ID: 1A7ABOC1-4543-4D35-BEC3-943C36543933 IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER (—�61VUAAf-DocuSigned by: ---DocuSigned by: By: huhmf.V'sb-, By: �ft t. Sw�ltu, County Manager 0637994B755E477... EBMHEA3F7E46C... 200 S. Cameron St. Steve Smith,Manufacturer Representative P.O. Box 8181 Hillsborough,NC 27278 Revised 10/14 3 DocuSign Envelope ID: 1A7ABOC1-4543-4D35-BEC3-943C36543933 ,/ Protecting Equipment&Data IF-TeN WIN Solutions,He PmV0nrqi Bus twss 4=4'0tI*"'9 Eaton UPS Service Cart: 036039-3 Steve Smith,Service Sales Manager Cart Date:08/10/2015 Power Quality Solutions (Effective until 09/24/2015) 8601 Six Forks Rd Ste 400 Raleigh, NC 27615 919-455-8471 Email: ssmith @pqsgg.com Prepared For: For Covered Equipment at Site: Site Contact:Alan Dorman, Site Company:Orange County North Carolina 131 W. Margaret Ln Hillsborough, NC 27278 919-619-8859 Email:adorman @orangecountync.gov We are pleased to provide the following services proposal for your power quality equipment. Please refer to the Scopes of Work (SOW)for descriptions of service coverage and exclusions. Eaton Corporation terms and conditions(Eaton Corp.Service Agreement T-0 attachment)govern this proposal,and any purchase order submitted to Eaton pursuant thereto. Additional or different terms proposed by Buyer,whether in its purchase order or otherwise,shall not be binding upon Eaton Corporation and are hereby rejected unless expressly agreed to in writing by Eaton Corporation. Serial Number New/Renewal Model Description Battery Type,Quantity Coverage Type EC141CBA06 N 9390-100-160 VRLA Sealed,40 Flexible Quantity 1, Eaton 9390-100-160, VRLA Sealed, 40 Coverage Start Date: 8/10/2015 Coverage End Date: 6/30/2016 Term: 10 Months 22 Days Flex: 4 Hr Rsp,7x24 Cvg Only(FL47NXXX-0160) • After Hours(7x24)w/Parts&Labor • 4 HR Response Time • 1x per term: UPS Preventive Maintenance,After Hours(7x24)(0005NXXX-0160) • 2x per term:Sealed Battery Preventive Maintenance,Any Time(0005NSXX040) • EOSL Status Active Supporting Documents:T-0,X-1,R-2, R-5,R-30,R-10 Site Location Model Serial Number Quantity W. Margaret Ln 9390-100-160 EC141CBA06 1 Subtotal: 1 Grand Total Price: $6,796.00 Eaton Corp.Support Agreement: Orange Co Margaret Ln UPS Service Agreement 1 of 2 Rep:Steve Smith,Service Sales Manager 8/10/2018 (Proposal 36039-3 ) DocuSign Envelope ID: 1A7ABOC1-4543-4D35-BEC3-943C36543933 _PQSProtecting Tq_,,_p,,,t&Data — Power WIN Solutions,LLC Powt corky BiTsinessWotldv,,,dv • Contract Payment Terms:Net 30 days,Billing Cycle: Payment Upfront • Important Tax Notice:Tax is not included in the above purchase price. All orders will be subject to all applicable sales tax unless a current tax exemption certificate is on file covering the state shown in the ship-to address or service equipment location. • To purchase(renew)your service contract, please sign and date below. Return all attachments with purchase order to:Steve Smith/PQS • Make Payments to: Eaton Corporation, PO Box 93531,Chicago, IL 60673-3531 Thank You for the Opportunity! Stephen Smith Power Quality Solutions LLC, Eaton Authorized Agent Service Sales Manager 919-455-8471 Accepted By: Name Title Date Purchase Order Number Print Name: Eaton Corp.Support Agreement: Orange Co Margaret Ln UPS Service Agreement 2 of 2 Rep:Steve Smith,Service Sales Manager 8/10/2015 {Proposal 36039-3 ) I DocuSign Envelope ID: lA7ABOC1-4543-4D35-BEC3-943C36543933 A`°R" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) D08112/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA INC. NAME' 200 PUBLIC SQUARE,SUITE 1000 ANON o Ext: A/C No): CLEVELAND,OH 44114 E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC# 12345e-EPQC-#11 -15-16 INSURERA:Old Republic Insurance Company 24147 INSURED INSURER B: EATON US HOLDINGS,INC., EATON CORPORATION PLC,EATON CORPORATION AND ALL OTHER DIVISIONS INSURER C: SUBSIDIARIES AND CONTROLLED ASSOCIATE COMPANIES THAT ARE PART OF INSURER D: EATON OR COOPER INDUSTRIES EATON CENTER 1000 EATON BOULEVARD INSURER E: CLEVELAND,OH 44122 INSURER F: COVERAGES CERTIFICATE NUMBER: 05-004985490-01 REVISION NUMBER:I THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYpE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICYNUMBER MM/DD/YYYY MM/DD/YYYY A GENERAL LIABILITY N MWZY 304046 01/01/15 01/01/16 EACH OCCURRENCE $ 5,000,000 DAMAGE RENTED X COMMERCIAL GENERAL LIABILITY PR M SESOEa occurrence $ 2,500,000 CLAIMS-MADE M OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 2,500,000 GENERAL AGGREGATE $ 10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 10,000,000 X POLICY PRO- LOC PROD COMP/OP OCC $ 6,500,000 A AUTOMOBILE LIABILITY N MWTB 302899 01101/15 01/01116 COMBINED SINGLE LIMIT 7,500,000 Ea accidert 1xX ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS X NON-0WNED PROPERTY DAMAGE $ AUTOS Peracddent $ UMBRELLA LIAB HOCCUR N EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ 1 $ A WORKERS COMPENSATION MWC 304045 00(A OS) 01/01115 01/01/16 X WC sTATU- oTH- AND EMPLOYERS'LIABILITY 5,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE a E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA 5,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under 5,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A EXCESS WORKERS COMP MWXS 304044(OH) 01/01/15 01/01/16 EMPLOYERS LIABILITY 4,000,000 (STATUTORY) SELF INSURED RETENTION 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space Is required) CERTIFICATE HOLDER CANCELLATION ORANGE COUNTY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PO BOX 8181 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN HILLSBOROUGH,NC 27278 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Kevin Robinson 7>✓'w<%►t RoGcrtNrt ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) Issued By:WEB USEIfhe ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 1A7ABOC1-4543-4D35-BEC3-943C36543933 AGENCY CUSTOMER ID: 12345e LOC#: Cleveland AC R ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA INC. EATON US HOLDINGS,INC., EATON CORPORATION PLC,EATON CORPORATION AND ALL OTHER DIVISIONS POLICY NUMBER SUBSIDIARIES AND CONTROLLED ASSOCIATE COMPANIES THAT ARE PART OF EATON OR COOPER INDUSTRIES EATON CENTER 1000 EATON BOULEVARD CARRIER NAIC CODE CLEVELAND,OH 44122 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance EATON CORPORATION ADDITIONAL INSURED THE CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED WHERE REQUIRED BY WRITTEN CONTRACT WITH RESPECT TO GENERAL LIABILITY. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 1A7ABOC1-4543-4D35-BEC3-943C36543933 IL 10 (12106) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies Insurance provided under the follovring: BUSINESS AUTO COVERAGE FORM SECTION 11 A.I.Who Is An Insured(WHO IS AN INSURED)is amended to include as an"insured"any person or organization for whom you have agreed under written contract,agreement or permit to provide insurance. However,the insurance provided shall not exceed the scope of coverage and/or Limit of Insurance of the policy. Notwithstanding the foregoing sentence, in no event shall the insurance provided exceed the scope of coverage and/or Limit of Insurance required by said contract or agreement. CA 301016 0111 Eaton Corporation MWTB 20614 DocuSign Envelope ID: 1A7ABOC1-4543-4D35-BEC3-943C36543933 IL 10 (17106) OLD REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. , BLANKET ADDITIONAL INSUREDS WHERE REQUIRM BY CONTRACT SE0,710 i If - WHO IS AN INSURED under the Commercial General Liability Coverage Form, is amended by the addition of the following item. 2. Who Is An Insured is amended To include as an insured any person or organization for whom you have agreed under contract or agreement to provide insurance. However, the insurance provided shall not exceed the scope of coverage and/or limits of this policy. Notwithstanding The Foregoing sentence.in no event shall (tie insurance provided exceed the scope of coverage and/or limits required by said contract or agreement. G L 301 0220109 MWZY59658 Eaton CorporaiYon Of/01/2010-01!01!2014