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2023-696-E-AMS-DC Group -Annual PM WCOB
Revised 04/23 1 [Departmental Use Only] TITLE Annual PM FY 2023/2024 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a body politic organized under the laws of the State of North Carolina, (the "County"), and DC Group (the "Provider"). 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 services set out below to the County in accordance with the terms of this Agreement, time being of the essence. The services or materials or construction (hereinafter referred to collectively as “Services”) to be furnished under this Agreement are as follows: Annual PM's for West Campus Office Building UPS & Batteries. Please see attached quote dated 09/29/2023. The term of this agreement rendered shall be from 12/01/2023 to 06/30/24. 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 Dollars, ($1200.00). 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 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: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Revised 04/23 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 NA (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 this Agreement is 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. Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. 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. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys’ fees. DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Revised 04/23 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 or 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 or non-appropriation of public funds. IN WITNESS WHEREOF, this Agreement is effective upon its execution by Orange County and the Provider. 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: 9E87BB2A-48A5-4F24-81DB-E815C437B807 12/1/202312/4/2023 Revised 04/23 4 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: DC Group Vendor Contact Person: Devin Presnell Phone: 612-655-1543 Address: 1977 West River Road City Minneaplos State: MN Zip: 55411 Department: AMS Amount: $1200.00 Purpose: Annual PM_WCOBr Budget Code(s): 10240320-630000 Vendor # 65719 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 12/01/23 End Date 06/30/24 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Steve Arndt Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 12/1/2023 12/1/2023 12/4/2023 12/4/2023 Revised 04/23 5 Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 PROPOSAL FOR SERVICE DC Group, Inc. 09-29-2023 ORANGE COUNTY - NC 131 W MARGARET LN, HILLSBOROUGH, NC 27278 1.800.838.7927 | dc-group.com DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 1.800.838.7927 | dc-group.com DCG-QPM-FRM0004 05/22/2023 PROPOSAL FOR SERVICE DC Group, Inc. 09-29-2023 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, Inc. 1977 West River Road North Minneapolis, MN 55411 Direct number: (612) 655-1543 Email: devin.presnell@dc-group.com Fax: (612) 235-3131 Page 2 of 11 DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Quote #: 00045934 1.800.838.7927 | dc-group.com DCG-QPM-FRM0004 05/22/2023 ORANGE COUNTY - NC PM: AFTER HOURS Client Information DC Group Information Company: Orange County - NC Attn: Alan Dorman Bill To: PO BOX 8181 HILLSBOROUGH, NC 27278 Site/Shipping Address: 131 W Margaret Ln, Hillsborough, NC 27278 Contact: Devin Presnell Address:1977 West River Road, Minneapolis, MN 55411 Email: devin.presnell@dc-group.com Phone: (612) 655-1543 Quote #: 00045934 Created: 09-29-2023 Revised:11-30-2023 PM: After Hours Equip Qty Product Type Make Model Size (kVA)Serial Number Site Location SmartKey Access Additional Information Inspection Frequency Subtotal 1 UPS & Batteries Eaton 9390 160 EC141CBA06 131 W Margaret Ln Hillsborough, NC Yes 40 Batteries (1) Major PM $1,200.00 Grand Total $1,200.00 ***See below to select price guarantee option*** COMMENTS This Proposal for Service reflects the additional price to add the listed equipment to current preventative maintenance contract, Proposal for Service 47464, dated 6/7/2023. All other terms, conditions, etc. of the contract shall remain unchanged and will supersede any conflicting information contained herein. THIS AGREEMENT WILL BE INVOICED FOLLOWING THE COMPLETION OF EACH PREVENTATIVE MAINTENANCE INSPECTION(S) PER THE AMOUNTS SHOWN IN THE TABLE. Page 3 of 11 DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Quote #: 00045934 1.800.838.7927 | dc-group.com DCG-QPM-FRM0004 05/22/2023 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 INCLUDED WITH PM ONLY SERVICE CONTRACT • Web-based customer portal with comprehensive asset details & historical service reports • Service reports are emailed, detailing equipment readings and service recommendations • Dedicated, site specific Customer Account Managers • 24 hour technically-trained dispatch center • 100% Service Completion Guarantee • Parts supply through our Inventory Without Wire (WOW) Warehouse Management Solution • Inventory depots throughout the country • Thermal scan of all equipment • DC Group Standard SOW, based on IEEE Standards • DC Group employed, trained and certified Field Service Engineers throughout North America • 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 Page 4 of 11 DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Quote #: 00045934 1.800.838.7927 | dc-group.com DCG-QPM-FRM0004 05/22/2023 ADDITIONAL COMMENTS 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 Company. 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 Proposal for Service 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. If a price is shown 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 Proposal for Service and resulting Contract. The pricing on this Proposal for Service is valid for a period of 180 days from the Created Date, and does not include all applicable taxes or shipping and handling costs, unless otherwise noted. Page 5 of 11 DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Quote #: 00045934 1.800.838.7927 | dc-group.com DCG-QPM-FRM0004 05/22/2023 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 this Proposal for Service, plus 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 FROM RECEIPT OF UNDISPUTED INVOICE, 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. THIS AGREEMENT WILL BE INVOICED FOLLOWING THE COMPLETION OF EACH PREVENTATIVE MAINTENANCE INSPECTION(S) PER THE AMOUNTS SHOWN IN THE TABLE. ACH payments are preferred and banking information is available upon request. Send all ACH payment remittances to dcaccounting@dc-group.com Check payments are also accepted to the following addresses: Mail payments in US Dollars to: DC Group, Inc. Attn: Accounts Payable 1977 West River Road North Minneapolis, MN 55411 Mail payments in Canadian dollars to: DC Group, Inc. C/O TX4118C PO Box 4621 Stn A Toronto, ON M5W 0K2 This Proposal for Service does not include all applicable taxes or shipping and handling costs, unless otherwise noted. *Credit Card payments may be accepted at DC Group’s discretion and are subject to additional fees* Page 6 of 11 DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Quote #: 00045934 1.800.838.7927 | dc-group.com DCG-QPM-FRM0004 05/22/2023 TIME & MATERIAL RATES 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: $175.00 per hour 8:00 AM - 5:00 PM Monday - Friday $262.50 per hour 5:01 PM - 7:59 AM Monday - Friday, All day Saturday $350.00 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. · ______________________________________________________________________________________________________________________________________ · ______________________________________________________________________________________________________________________________________ · ______________________________________________________________________________________________________________________________________ Page 7 of 11 DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Quote #: 00045934 1.800.838.7927 | dc-group.com DCG-QPM-FRM0004 05/22/2023 SIGNATURES SERVICE TERM 12/1/2023 - 6/30/2024 $1,200.00 Company Name:_______________________________________________________ Contract Start Date:_______________________________________________________ Purchase Order #_______________________________________________________ Site Contact Person:_______________________________________________________ Phone:_______________________________________________________ Email:_______________________________________________________ Billing Contact:_______________________________________________________ Orange County - NC Signature:___________________________ Name:___________________________ Title:___________________________ Date:___________________________ DC Group, Inc. Signature:___________________________ Name:___________________________ Title:___________________________ Date:___________________________ Purchase Order must be assigned to: DC Group, Inc. 1977 West River Road N. Minneapolis, MN 55411 Send electronic purchase orders to: PurchaseOrders@dc-group.com All DC Group Standard Terms and Conditions are applicable with this Proposal for Service and resulting Contract. Additional or different terms proposed by Company, whether in a purchase order or otherwise, shall not be binding on DC Group. Page 8 of 11 DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Quote #: 00045934 1.800.838.7927 | dc-group.com DCG-QPM-FRM0004 05/22/2023 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) "Owner" shall mean the owner of the Equipment being serviced under this Agreement; (1.2) "Contractor" shall mean DC Group Inc.; (1.3) "Equipment" shall mean the equipment listed on the attached Proposal(s) for Service; (1.4) "Agreement," "Proposal for Service," and "Contract" may be used interchangeably and shall mean this document in its entirety. 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 execution 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 accordance with the applicable operating manual supplied with the item prior to the date of commencement 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 Agreement, 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 would not cause major disruption to owner's operations. In the event Owner does not allow a UPS 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 7 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 obsolete 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 performing maintenance and inspection services and/or emergency services as specified on such Proposal(s) for Service, upon receipt of telephonic notification at its General Offices in Minneapolis. The Proposal(s) for Service attached hereto including the additional conditions thereof applicable to the Equipment are incorporated herein as part of this Agreement. Additional equipment may be added to this Agreement for an additional fee. Additional Equipment will be identified in subsequent Proposal(s) for Service 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 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 Proposal(s) for Service , plus 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 there from. All payments are due net 30 days in full from receipt of undisputed invoice, 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. Page 9 of 11 DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Quote #: 00045934 1.800.838.7927 | dc-group.com DCG-QPM-FRM0004 05/22/2023 6. Insurance Contractor will, at its own cost and expense, obtain and maintain in full force and effect 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 state 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 and 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 particular purpose. Contractor's warranty obligation is conditioned upon receipt 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 Agreement 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 entities other than Contractor; (2) damage caused by external sources as described in section 11 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 provide 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 may be held to result solely and directly from or out of (1) any grossly negligent 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, special or consequential damages such as, but not limited to, lost profits, good will, or other economic loss in connection with, or arising 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 reasonably 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 location 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 performing routine maintenance or emergency service, in which case liability shall be limited to the extent of the replacement of parts and installation 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 any Equipment that has been subject to neglect, accident, fire, flood, lightning, vandalism, acts of God, misuse, misapplication, incorrect connection, external damage or that has been subject to repair or alteration not authorized by Contractor in writing. Service prices do not include rotary bearing changes on flywheel and rotary UPS equipment. Owner shall be invoiced for, and shall pay for, all services not expressly provided for by the terms hereof, including without limitation, site calls involving an inspection that determines no corrective 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 of 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 Contractor 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 costs, 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, Contractor will credit Owner with the unearned amount of the contract price less any unpaid amount for spare parts supplied or labor provided by Contractor 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 written 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 take 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. Page 10 of 11 DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 Quote #: 00045934 1.800.838.7927 | dc-group.com DCG-QPM-FRM0004 05/22/2023 14. Compliance Equal Opportunity Clause: During the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. Equal Opportunity for Workers With Disabilities This contractor and subcontractor shall abide by the requirements of 41 CFR 60–741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. Equal Opportunity for Qualified Protected Veterans This contractor and subcontractor shall abide by the requirements of 41 CFR 60–300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. 15. Acceptance Signing a DC Group Proposal for Service signifies understanding and acceptance of the above Terms and Conditions. This Agreement shall supersede any other agreement between Owner and Contractor. Page 11 of 11 DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807 04/28/2023 North Risk Partners 2010 Centre Pointe Blvd. Mendota Heights MN 55120 Michele Miller (651)379-7800 (651)379-7801 michele.miller@northriskpartners.com DC Group, Inc. 1977 W River Road N Minneapolis MN 55411 Great Northern Insurance Company 20303 Federal Insurance Company 20281 Travelers Casualty & Surety Company of America 31194 23-24 Liab, Incl Crime A Contractual Liability Stop Gap OH, WA, ND, WY 30040803 05/01/2023 05/01/2024 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 Stop Gap 1,000,000 B 73633679 05/01/2023 05/01/2024 1,000,000 B 10,000 78199130 05/01/2023 05/01/2024 20,000,000 20,000,000 A N 70441367 05/01/2023 05/01/2024 1,000,000 1,000,000 1,000,000 C Crime - 3rd Party - Per Single Loss 106727680 05/01/2023 05/01/2024 EE Theft-Client Property $5,000,000 EE Theft Deductible $50,000 Certificate holder and all others required by written contract are included as Additional Insureds under the General Liability including ongoing and completed operations and Auto Liability on a primary/non-contributory basis when required by written contract. Waiver of subrogation in favor of the Additional Insureds applies to the General Liability, Auto Liability and Workers' Compensation when required by written contract. Umbrella follows form over the General Liability, Auto Liability and Workers' Compensation. 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: 9E87BB2A-48A5-4F24-81DB-E815C437B807 West River Road Investments, LLC Additional Named Insured Additional Named Insureds Other Named Insureds OFAPPINF (02/2007)COPYRIGHT 2007, AMS SERVICES INC DocuSign Envelope ID: 9E87BB2A-48A5-4F24-81DB-E815C437B807