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HomeMy WebLinkAbout2021-386-AMS-DC Group-Annual UPS Service ContractRevised 11/19 1 [Departmental Use Only] TITLE WCOB UPS FY 202/202 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 2nd day of July, 202, (“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 DC Group (the "Provider"), party of the second part; W I T N E S S E T H: 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 and/or construction (hereinafter referred to collectively as “Services”) to be furnished under this Agreement are as follows: Annual service contract for West Campus UPS System. The term of this agreement rendered shall be from 07/01/202C to 06/30/202. 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 (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed One Thousand Two Hundred 7KLUW\ Dollars and 7ZHQW\6HYHQ Cents, ($12). 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 County’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 DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 Revised 11/19 2 incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here Alan Dorman (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 County's Risk Manager. 5.Indemnity: To the extent authorized by North Carolina law the Provider agrees, without limitation, 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 in carrying out Provider’s duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 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. County may suspend this Agreement upon reasonable notice to 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. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8.Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. 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 state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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.Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. 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. DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 Revised 11/19 3 10.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. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. DC Group P.O. Box 8181 1977 West River Road North Hillsborough, NC 27278 Minneapolis, MN 55411 DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 7/7/20217/12/2021 Revised 11/19 4 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: DC Group Party/Vendor Contact Person: Devin Presnell (devin.presnell@DC-Group.com) Contact Phone: 612-655-1543 Party/Vendor Address: 1977 West River Rd North City Minneapolis State: MN Zip: 55411 Department: AMS Amount: $1230.27 Purpose: Annual UPS Service Contract Budget Code(s): 10240320-630000 Vendor # 65179 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date  Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 7/2/2021 7/9/2021 7/12/2021 7/12/2021 1.800.838.7927 | dc-group.com PROPOSAL FOR SERVICE DC Group FEBRUARY 25, 2021 ORANGE COUNTY - NC 131 W MARGARET LN, HILLSBOROUGH, NC 27278 DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 1.800.838.7927 | dc-group.com Page 2 of 9 DCG-QPM-FRM0004 11/04/2020 PROPOSAL FOR SERVICE February 25, 2021 DC Group ORANGE COUNTY - NC Attn: Alan Dorman 131 W Margaret Ln, Hillsborough, NC 27278 Dear Alan Dorman, Thank you for your interest in DC Group. We appreciate the opportunity to submit the enclosed proposal for your UPS service and maintenance. Understanding and adapting to your critical backup power needs is of the utmost importance to DC Group as we dedicate ourselves to assisting you in achieving your goals as a company. Please review the following proposal, complete the appropriate fields on the “Signatures” page, and return with a Purchase Order. Please feel free to call me with any questions or concerns. I appreciate your consideration and look forward to this partnership opportunity. Sincerely, Devin Presnell DC Group 1977 West River Road North Minneapolis, MN 55411 Direct number: (612) 655-1543 Email: devin.presnell@dc-group.com Fax: (612) 235-3131 DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 Quote #: 00034059 1.800.838.7927 | dc-group.com Page 3 of 9 DCG-QPM-FRM0004 11/04/2020 ORANGE COUNTY - NC PM: AFTER HOURS Client Information DC Group Information Company: Orange County - NC Contact: Devin Presnell Attn: Alan Dorman Address: 1977 West River Road Minneapolis, MN 55411 Bill To: Email: devin.presnell@dc-group.com Phone: (612) 655-1543 Site/Shipping Address: 131 W Margaret Ln, Hillsborough, NC 27278 Site ID: ORCNTYNC01 Quote #: 34059 Current Contract Expiration Date: Created: 02-25-2021 Revised: Qty Product Make Model Size (kVA) Site Location Serial Number SmartKey Access Inspection Frequency Addt’l Info Pre-Tax *Tax (7.5%) Total Price 1 UPS & Batteries Eaton 9390 160 131 W Margaret Ln Hillsborough, NC EC141C BA06 Yes Annual 40 Batteries $1,144.44 $85.83 $1,230.27 ***See below to select discounted price guarantee option*** GRAND TOTAL: $1,230.27 COMMENTS VALUE ADDED FEATURES INCLUDED IN SERVICE CONTRACT : real-time remote monitoring software for all makes and models of UPS units Installation and communication card not included. : OEM interface capability to communicate, change parameters, clear alarms, and all other OEM options needed to maintain UPS equipment to specification : robust, interactive asset management tool DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 Quote #: 00034059 1.800.838.7927 | dc-group.com Page 4 of 9 DCG-QPM-FRM0004 11/04/2020 INCLUDED WITH PM ONLY CONTRACT • Web-based customer portal with comprehensive asset details & historical service reports • DC Group Standard SOW, based on IEEE Standards • DC Group employed, trained and certified Field Service Engineers throughout North America • Service reports are emailed, detailing equipment readings and service recommendations • 24 hour technically-trained dispatch center • Dedicated, site specific Customer Account Managers • Parts supply through our Inventory Without Wire (WOW) Warehouse Management Solution • Inventory depots throughout the country • DC Group multiple year discounts • 100% Service Completion Guarantee • Access to Site SentryTM, DC Group’s proprietary remote monitoring software NOT INCLUDED WITH PM ONLY CONTRACT • 24 X 7 Emergency Service, Parts and Labor • Battery replacement (parts, labor and shipping) • DC/AC Capacitor/Fan Replacement ADDITIONAL COMMENTS Optional: A multi-year service Price-Lock Option is available. As long as executed with the initial contract, subsequent years for like services will be billed annually at the same price as the initial year price with no increases, for up to 5 years. Additional Notes: On first Major Performance Inspection, all parts and labor required to cause the unit(s) under contract to meet manufacturer's specifications will be quoted to the customer. If a particular model of equipment has been discontinued or placed on end of life status by a manufacturer DC Group will use its best effort to obtain parts but cannot guarantee the availability thereof. Wet Cell Batteries: This quote is not valid for wet-cell batteries unless specifically noted. Site Sentry: In order to connect the customer’s UPS unit to Site SentryTM, the UPS must have an SNMP card installed and programmed, along with necessary connection equipment, when the DC Group Field Service Engineer arrives on-site. If any parts or additional labor is required to set up Site SentryTM, the customer will be quoted and billed separately. When a price quotation is for multiple items it is a composite price and shall not be construed as a line item price. If a line item price is required it should be separately requested and it will be identified as such. All DC Group Standard Terms and Conditions are applicable with this Service Contract & Price Quotation. This quotation is valid for a period of 90 days from the date of this document. This price quotation does not include all applicable taxes, shipping and handling costs, unless otherwis e noted. DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 Quote #: 00034059 1.800.838.7927 | dc-group.com Page 5 of 9 DCG-QPM-FRM0004 11/04/2020 BILLING/PAYMENT TERMS This Proposal for Service is contingent upon DC Group performing a Credit Rating check. Services under this Proposal for Service shall not commence until DC Group has performed a Credit Rating check and approved Payment Terms for Owner. Owner’s acceptance of this Proposal for Service includes agreement to the above statements and consent to provide credit and trade references to DC Group. If DC Group is unable to complete a satisfactory Credit Rating check, Owner will be notified and any Proposal for Service with Owner may be voided or may require payment in full prior to performing service. In consideration of the services to be performed hereunder, Owner shall pay the sums set forth in the attached Quote(s) specifying the package agreed upon. In addition to the sums stated on the attached Quote(s), Owner shall pay with the charges hereinabove set forth, all applicable State, Local and Municipal taxes levied upon the charges by any taxing authority having jurisdiction thereof, or supply Contractor satisfactory proof of exemption therefrom. ALL PAYMENTS ARE DUE NET 30 DAYS IN FULL, and any payment not made when due shall be subject to an interest charge of 1.5% per month or fraction thereof, or the maximum rate permitted by law, whichever is less. If any payment is not made when due, Contractor reserves the right to refuse to provide any further service until its receipt of the payment and applicable interest. PAYMENTS SHOULD BE MADE WITHIN 30 DAYS OF START DATE OF THE CONTRACT. MAIL TO: DC Group, Inc. Attn: Accounts Payable 1977 West River Road North Minneapolis, MN 55411 This price quotation does not include all applicable taxes, shipping and handling costs, unless otherwise noted. *Credit Card payments may be accepted at DC Group’s discretion and are subject to additional fees* DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 Quote #: 00034059 1.800.838.7927 | dc-group.com Page 6 of 9 DCG-QPM-FRM0004 11/04/2020 IN THE EVENT OF AN EMERGENCY DURING YOUR PM ONLY CONTRACT: T&M charges to Customer, including portal to portal travel time and on-site labor hours, will be invoiced as follows: $ 150.00 per hour 8:00 AM – 5:00 PM Monday – Friday $ 225.00 per hour 5:01 PM – 7:59 AM Monday – Friday, All day Saturday $ 300.00 per hour All Day Sundays and Holidays Mileage: $0.65 per mile All Materials and Shipping Emergency Escalation Procedure: 1. Call DC Group Emergency Hotline 1-800-838-7927 2. A DC Group Account Manager will return your call within 15 minutes. 3. After email approval of T&M rates, a Field Service Engineer will be dispatched to the site. 4. After troubleshooting and repairing the equipment as possible, Field Service Engineer will leave site. 5. DC Group Account Manager will provide a quote for replacement parts needed for additional repairs. 6. Customer will be invoiced for parts, labor, and shipping for all visits, subject to Net 30 payment terms, unless otherwise agreed upon in writing. Any deviations from these steps or additional requirements must be communicated in writing at the start of the contract. Please list deviations below. • _____________________________________________________________________________ • _____________________________________________________________________________ • _____________________________________________________________________________ DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 Quote #: 00034059 1.800.838.7927 | dc-group.com Page 7 of 9 DCG-QPM-FRM0004 11/04/2020 SIGNATURES PLEASE CHECK BELOW WHICH OPTION YOU CHOOSE BEFORE SIGNING 1 YEAR 3 YEAR 5 YEAR $1,144.44 $ 1,121.55 $ 1,098.66 (per year billed annually) (per year billed annually) Company Name: Orange County - NC Contract Start Date: Purchase Order #: Site Contact Person: Phone: Email: Billing Contact: 2 Purchase Order must be assigned to: Send electronic purchase orders to: DC Group, Inc. 1977 West River Road N. Minneapolis, MN 55411 PurchaseOrders@dc-group.com All DC Group Standard Terms and Conditions are applicable with this Service Contract & Price Quotation. Additional or different terms proposed by Company, whether in a purchase order or otherwise, shall not be binding on DC Group. Company Orange County - NC DC Group, Inc. Signature: Signature: Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 Quote #: 00034059 1.800.838.7927 | dc-group.com Page 8 of 9 DCG-QPM-FRM0004 11/04/2020 DC GROUP STANDARD TERMS AND CONDITIONS We are pleased to provide the following services proposed for your power quality equipment. Please refer to the Scopes of Work (SOW) for descriptions of service coverage and exclusions. Additional or different terms proposed by Owner, whether in a purchase order or otherwise, shall not be binding on DC Group. 1. Definitions As used in this Agreement: (1.1) "Power Module" shall mean the electronics portion of an uninterruptible power supply (a “UPS”); (1.2) "Batte ry" shall mean the electric storage battery portion of a UPS; (1.3) "Power System" shall mean the Power Module and Battery; (1.4) "Owner" shall mean the owner of the Power System being serviced under this Agreement; (1.5) "Contractor" shall mean DC Group Inc.; (1.6) “E quipment” shall mean the equipment listed on the attached Quote(s). 2. Owner's Responsibility A. Communication Owner shall communicate solely with contractor regarding all service and facility requirements which arise out of or related to this agreement. To assist facilitating this requirement, escalation contacts and procedures will be provided upon executio n of said agreement. B. Safety Owner shall, at all times while Contractor is providing services under this Agreement, have a representative present at the maintenance sites at no cost to, and for the safety of, Contractor. If conditions at the Owner’s site are deemed unsafe, Contractor shall have no obligations to deliver services or goods to that site until the unsafe conditions are resolved. C. Access So that Contractor may perform its obligations under this Agreement, Owner shall grant ready access to the Equipment subject to reasonable security requirements. D. Equipment Owner hereby represents and warrants to Contractor that each item of Equipment which has not been maintained exclusively by Contractor under a maintenance and service contract since its initial installation has been properly maintained and serviced in accordan ce with the applicable operating manual supplied with the item prior to the date of commencemen t of the initial term of this Agreement. Contractor shall not be responsible for the cost of any repairs caused by violation of this warranty. If, after the execution of this Agreemen t, Owner makes any modifications to the Equipment or to equipment associated with the Equipment, or changes the location of any of the Equipment, Owner shall notify Contractor of the changes, Contractor shall assess the impact of the changes and, if Contractor’s assessment is that the changes require an alteration of its obligations under this Agreement, Contractor and Owner shall seek to agree in writing to terms that reflect Contractor’s assessment. Owner is ultimately responsible for monitoring the condition of the Equipment and ensuring recommendations from Contractor are followed. Contractor’s customer portal (D-Tech) is available for Owner to monitor the Equipment’s condition and Contractor’s recommendations. Owner is responsible for responding promptly to Contractor’s requests to schedule preventative maintenance, otherwise Contractor will not be liable for damage caused by unscheduled maintenance. Owner is responsible for proposing maintenance windows when an outage wo uld not cause major disruption to owner’s operations. In the event Owner does not allow a system to go into maintenance bypass during a major maintenance inspection, failure of equipment is not covered. Damage to any equipment or load loss from UPS support of non-critical loads such as vending machines, motors, heaters, HVAC or any non-computer based equipment not designed to be supported by UPS systems is not covered. E. Recalls In the event of a recall or modification from a manufacturer on a customer’s specified piece of equipment, Contractor is not responsible for ensuring these modifications are performed nor is Contractor responsible for any damages caused by the defect if the customer fails to have the manufacturer remedy the defect. F. Equipment Responsibility Contractor is not responsible for coverage of damaged or failed components in the following circumstances: (1) damage to any equipment caused by a capacitor or fan that Contractor has recommended replacing due to its condition or age (usually 5 years for capacitors and 7 years for fans); (2) damage to any equipment caused by a battery that Contractor has recommended replacing due to its condition or age (usually 4 years for batteries); or (3) damage caused by Equipment continually operating in temperature ranges outside of the tolerance range (68F to 77F degrees), or Equipment exposed briefly to extreme temperatures. While Contractor will exhaust all avenues to repair Equipment despite its age or condition, Owner is responsible for all costs involved in replacement of Equipment that is obsole te and/or deemed unrepairable. If Equipment is past Manufacturer’s End-of-Life and/or is deemed unrepairable, Contractor’s obligations under this Agreement shall cease on that piece of Equipment. 3. Contractor’s Responsibility Contractor agrees that it will, by its authorized representatives, inspect and maintain the Equipment in good operating condition by per forming maintenance and inspection services and/or emergency services as specified on such Quote(s), upon receipt of telephonic no tification at its General Offices in Minneapolis. The Quote(s) attached hereto including the additional conditions thereof applicable to the Eq uipment are incorporated herein as part of this Agreement. Additional equipment may be added to this Agreement fo r an additional fee. Additional Equipment will be identified in subsequent Quote(s) to be attached hereto, showing the start date of service coverage and the annual service fee for the Equipment. 4. Force Majeure Upon notice to Owner, Contractor may delay delivery of services or goods due to causes beyond Contractor’s reasonable control. Such causes shall include but not be limited to war, terrorism, fire or unusually severe weather. 5. Payment This Proposal for Service is contingent upon DC Group performing a Credit Rating check. Services under this Proposal for Serv ice shall not commence until DC Group has performed a Credit Rating check and approved Payment Terms for Owner. Owner’s acceptance of this Proposal for Service includes agreement to the above statements and consent to provide credit and trade references to DC Group. If DC Group is unable to complete a satisfactory Credit Rating check, Owner will be notified and any Proposal for Servic e with Owner may be voided or may require payment in full prior to performing service. In consideration of the services to be performed hereunder, Owner shall pay the sums set forth in the attached Quote(s) speci fying the package agreed upon. In addition to the sums stated on the attached Quote(s), Owner shall pay with the charges hereinabove set forth, all applicable State, Local and Municipal taxes levied upon the charges by any taxing authority having jurisdiction thereof, or supply Contr actor satisfactory proof of exemption there from. All payments are due net 30 days in full, and any payment not made when due shall be subject t o an interest charge of 1.5% per month or fraction thereof, or the maximum rate permitted by law, whichever is less. If any p ayment is not made when due, Contractor reserves the right to refuse to provide any further service until its receipt of the payment and applicable intere st. DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 Quote #: 00034059 1.800.838.7927 | dc-group.com Page 9 of 9 DCG-QPM-FRM0004 11/04/2020 6. Insurance Contractor will, at its own cost and expense, obtain and maintain in full force and the following insurance with sound and reputable insurers during the term of this Agreement: (1) Worker's Compensation insurance in accordance with the statutory requirements of the s tate in which the maintenance is to be performed, (2) Automobile Liability insurance on all motor vehicles licensed for highway use and (3) Comprehensive Liability insurance for bodily injury and property damage 7. Warranty Contractor shall perform the services under this Agreement in a professional an d workmanlike manner. The foregoing is Owner’s sole warranty, and is in lieu of all express or implied warranties including any implied warranty of merchantability or fitness for a partic ular purpose. Contractor's warranty obligation is conditioned upon re ceipt of all payments due from Owner under this Agreement. In addition to the obligation to maintain the Equipment, Contractor hereby warrants to Owner (and only to Owner) any part supplied pursuant to this Agreeme nt or replaced pursuant to this Agreement, to be free from defect in material and workmanship under normal use and service for a period of thirty (30) days from date of installation thereof. This warranty does not cover: (1) Failure of a part due to improper maintenance by entitie s other than Contractor; (2) damage caused by external sources as described in section 10 below; (3) damage to branch circuit breakers or damages to UPS or load loss caused by external circuit breakers; or (4) structural component damage, such as: commutator, structural frame, bearings, transformers, rust or corrosion, damage to the frame of the UPS unit or its wheels. For any warranty claim, Owner shall provi de prompt written notice and explanation of circumstances. Owner’s sole and exclusive remedy under this warranty shall be repair or replacement at Contractor’s election. Unless otherwise provided for in this Agreement, Contractor’s liability under this warranty shall be limited to the repair or replacement of the defective part and all labor charges associated with such repair or replacement. 8. Assignment Owner may not assign this Agreement or any of its rights hereunder or delegate any of its duties hereunder without the prior written consent of Contractor. This Agreement shall be binding upon all parties hereto, their heirs, successors and assigns. 9. Indemnity Contractor assumes no responsibility for any damage or injury to any persons and property except such damage or injury that m ay be held to result solely and directly from or out of (1) any grossly negli gent performance by Contractor of its obligations under this Agreement or, (2) any willful misconduct on the part of the Contractor, its agent, or employees. 10. Liability Notwithstanding anything in this Agreement to the contrary, Contractor shall not be liable for any indirect, incidental, spec ial or consequential damages such as, but not limited to, lost profits, good will, or other economic loss in connection with, or ar ising out of the services or parts provided under this Agreement, whether or not the possibility of damage was disclosed to Contractor or could have been reason ably foreseen by Contractor. Contractor shall not be liable for the payment of any subcontractor or other contractor for materials, service or labor furnished except where the same is reasonably necessary for Contractor to perform the services described in this Agreement at any locat ion described in the attached Quote(s) provided that Contractor has approved of payment to the subcontractor in writing for materials, service or labor furnished by such contractor or subcontractor as long as it does not include any services upon Equipment to be performed by Contractor pursuant to this Agreement. The liability of the Contractor for any cause whatsoever shall not exceed in value the total of 125% of the contract amount, except in the event that any damage to the equipment has been caused by the Contractor’s personnel while at the Owner’s site perform ing routine maintenance or emergency service, in which case liability shall be limited to the extent of the replacement of parts and inst allation thereof by the Contractor. 11. General This Agreement and any written amendments represent the entire Agreement between the parties, with neither party relying upon any representations or promises not incorporated in writing herein. Any amendment to this Agreement shall be in writing and duly executed by the authorized representatives of the parties. Either Owner or Contractor may terminate this Agreement at any time upon thirty (30) days written notice. Contractor shall be relieved of any and all obligations, liabilities, and responsibilities hereunder with regard to a ny Power Module and/or Battery that has been subject to neglect, accident, fire, flood, lightning, vandalism, acts of God, misuse, misappl ication, incorrect connection, external damage or that has been subject to repair or alteration not authorized by Contractor in writing. Service prices do n ot include rotary bearing changes on flywheel and rotary UPS equipment. Owner shall be invoiced for, and shall pay for, all services not expres sly provided for by the terms hereof, including without limitation, site calls involving an inspection that determines no correct ive maintenance is required. Should parts be taken out of inventory and allocated for a specific job, Contractor reserves the right to invoice separately for the parts if the installation or labor portion of this job is delayed by Owner. If any provision o f this Agreement is invalidated for any reason, this Agreement shall remain in force except for the invalid provision. No action arising out of this Agreement, may be brought by either Owner or Contractor more than two (2) years after the cause of action has arisen or, in the case of action for nonpayment, more than two (2) years after the due date of the last payment. This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota. Owner and C ontractor hereby agree that all disputes arising out of this Agreement shall be submitted solely to the jurisdiction of the State and Federal Courts located in Hennepin County, Minnesota. Owner shall be liable to Contractor for collection cost s, including reasonable attorney’s fees, Contractor incurs in collecting any amount payable by Owner under this Agreement. 12. Cancellation Policy If Owner cancels this Agreement by giving Contractor at least thirty (30) days written notice before the cancellation date, C ontractor will credit Owner with the unearned amount of the contract price less any unpaid amount for spare parts supplied or labor provided by Con tractor in connection with emergency service. If Owner cancels this Agreement without giving Contractor at least thirty (30) days written notice, Owner’s credit will be reduced by a cancellation fee equal to one and one -half (1 1/2) months of the contract price. 13. Confidentiality The parties recognize that certain technical information which may be disclosed by each to the other in connection with the services provided under this Agreement represents confidential and valuable and proprietary information, and neither party will, without the wr itten consent of the other, disclose such information to any person other than those of its employees who must have access to such information in order utilize it for the Agreement. All such employees shall be required to maintain such information in confidence and each of the parties will t ake such reasonable steps as may be suggested by the other to encourage or require its employees or former employees to preserve the confidentiality of such information. 14. Acceptance Signing a DC Group Contract quote signifies understanding and acceptance of the above Terms and Conditions. This Agreement shall supersede any other agreement between Owner and Contractor. DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352 04/26/2021 North Risk Partners 2010 Centre Pointe Blvd. Mendota Heights MN 55120 Lisa Spanjers (651)379-7800 (651)379-7801 lisa.spanjers@northriskpartners.com DC Group, Inc. 1977 W River Road N Minneapolis MN 55411 Phoenix Insurance Co.25623 Travelers Property Casualty Co of America 25674 Travelers Casualty & Surety Company of America 31194 2021-22 Master Inc Crime A Incl contractual liability 6303J971980 05/01/2021 05/01/2022 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 B 8109M245388 05/01/2021 05/01/2022 1,000,000 B 10,000 CUP4J104789 05/01/2021 05/01/2022 20,000,000 20,000,000 B N UB3J995387 05/01/2021 05/01/2022 1,000,000 1,000,000 1,000,000 C Crime-3rd Party-$10K Ded Stop Gap Liab-OH,WA,ND,WY 106727680 - Crime 05/01/2021 05/01/2022 Crime Single Loss Limit 3,000,000 Ea Acc//BI Dis-EE/Limit 1,000,000 Orange County PO Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: DC1D6010-4D55-4D92-92C6-1978546F5352