Loading...
HomeMy WebLinkAbout2025-542-E-AMS-DC Group-Troubleshoot install Static Switch on UPSRevised 01/24 1 [Departmental Use Only] TITLE WCOB_UPS Tests FY 25-26 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 21st day of August, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and DC Group, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Troubleshoot / Static Switch Replacement. The purchase and installation of (1) Static Switch into the customer's 160kVA Eaton 9390 UPS (s/nEC141CBA06). Included in the quote is 6 hours of installation / troubleshooting at the West Campus Office Building.Please see attached quote dated 08/12/25. ii) By executing this Agreement, the 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 Revised 01/24 2 with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) 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, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 Revised 01/24 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Purchase and installation of (1) Static Switch into the customer's 160kVA Eaton 9390 UPS (s/nEC141CBA06) at the WEst Campus Office Building. Please see attached quote dated 08/12/25. 4. Duration of Services a. Term. The term of this Agreement shall be from 08/21/25 to 11/21/25. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 08/21/25. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Ten Thousand Five Hundred and Thirty Seven Dollars ($10537.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. 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. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Alan Dorman) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 Revised 01/24 4 Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. 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 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 consist of 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. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 Revised 01/24 5 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 Revised 01/24 6 c. Non-Discrimination. 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 non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy 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. d. 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. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. 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. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 Revised 01/24 7 functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. 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. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Travis Myren DC Group, Inc P.O. Box 8181 1977 West River Rd Hillsborough, NC 27278 Minneapolis, MN 55411 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Travis Myren By: __________________________________ Christiana Cudworth Printed Name and Title Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 9/3/20259/4/2025 Revised 01/24 9 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 Minneapolis State: MN Zip: 55411 Department: AMS Amount: $10537.00 Plus Tax Purpose: Troubleshoot/install Static Switch on UPS Budget Code(s): 10240320-570000 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 08/21/25 End Date 11/21/25 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Alan Dorman 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. This agreement is approved as to technical form and content. 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: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 8/28/2025 9/3/2025 9/4/2025 9/4/2025 Price Quotation Quote Number: 0000913910 Orange CountyTo: Attn: DC Group ID: Site Phone: Site Contact: From: Address: Kate Hamlett DC Group, Inc. Site Deployment Team Sydnie Wyberg Phone: 1-800-838-7927 Fax: 1-612-435-0601 Quote Date: Quote Expires: ORCNTYNC01 Kate Hamlett (919)619-8859 Orange County 131 W Margaret Ln Hillsborough, NC 27278-2547 8/12/2025 10/12/2025 Fax: Address: Bill to / Quote to Phone: Asset MGMT-Facilities Division Hillsborough, NC 919.619.8859 Page 1 of 4 ModelSystemManufacturerID Existing Equipment: Asset TagSerial No UPS001ORCNTYNC01 Eaton UPS 9390 EC141CBA06 Troubleshoot / Static Switch Replacement This quote is for the purchase and installation of (1) Static Switch into the customer's 160kVA Eaton 9390 UPS (s/n EC141CBA06). Included in the quote is 6 hours of installation / troubleshooting. Freight is estimated for quoting purposes only. Estimated here is standard dock-to-dock delivery. Any special delivery requirements, such as expedited shipment, a lift gate, or inside delivery will likely incur additional costs at the customer's expense. *A load shutdown may be required to complete this work if the UPS is not equipped with an external maintenance-bypass-panel. *All deliveries should be inspected by the facility upon arrival. If any damage is seen or suspected, a note will need to be made on the BOL. If damage occurs during shipment and a note is not made on the BOL upon delivery, charges for replacement product will apply.* *Lead times vary based on manufacturers availability.* *Tax not included* Equipment Quoted: Quote: Parts Cost:$7,087.00 Normal Business Hours Labor:$2,100.00 (Monday to Friday, 8:00 AM to 5:00 PM) After Business Hours Labor:$2,650.00 (Monday to Friday, 5:01 PM to 7:59 AM) Weekend/Holiday Labor:$3,250.00 (Weekends/Holidays) Estimated Shipping Cost:$200.00 © 2025 DC Group, Inc.1.800.838.7927 | dc-group.com DCG-QPM-FRM0025, Revison Date:10/25/2019Page 1 of 4 Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 Weekend/Holiday Hours: After Business Hours: Normal Business Hours: $9,387.00 $9,937.00 $10,537.00 Customer Signature Section Page 2 of 4 Purchase Order #: Phone : Site Contact Person: Company Name: Email: Billing Contact: COMPANY Signature : Name : Title : Date : DC GROUP INC. Signature : Name : Title : Date : DC Group, Inc. 1977 West River Road Minneapolis, MN 55411 Purchase Order must be assigned to:Send electronic purchase orders to: PurchaseOrders@dc-group.com Signing a DC Group Contract quote signifies understanding and acceptance of the attached Terms and Conditions . Additonal or different terms proposed by Company, whether in a purchase order or otherwise, shall not be binding or DC Group. Total Quotation Cost © 2025 DC Group, Inc.1.800.838.7927 | dc-group.com DCG-QPM-FRM0025, Revison Date:10/25/2019Page 2 of 4 Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 Terms and Conditions Page 3 of 4 This quote is based on standard dock-to-dock delivery unless otherwise noted. Any special delivery requirements such as expedited shipment, a truck with a lift gate or inside delivery may incur additional charges at the customer's expense if they are not included in this quote. This quote does not include any applicable sales tax unless otherwise noted. Terms and Conditions: This agreement, together with the terms on the attached sheets made part of this agreement, constitutes the entire agreement between the parties and shall exclusively control the relationship of the parties with regard to this agreement. Printed, preprinted or other terms on the face or reverse side of customer’s Purchase Order shall not be binding . Any additional or different terms proposed by customer are only accepted if expressly agreed to in writing by DC Group. Payment Terms:DC Group reserves the right to separately invoice for materials and labor. The materials may be invoiced upon receipt of order - in which case materials will not ship until receipt of payment - and the labor will be invoiced upon completion of the work. This Quote is contingent upon DC Group performing a Credit Rating check. Services under this Quote shall not commence until DC Group has performed a Credit Rating check and approved Payment Terms for customer . Customer’s acceptance of this Quote 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, customer will be notified and any Quote with customer may be voided or may require payment in full prior to performing service. All payments are due net thirty (30) days in full from date of invoice. If payment is not made when due, DC Group reserves the right to refuse to provide any further service until its receipt of the payment. Customer shall be liable for expenses, including reasonable attorneys' fees, associated with collection proceedings for non-payment. Credit card payments may be accepted at DC Group's discretion and are subject to addtional fees. Insurance: DC Group 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, both owned and non-owned, and (3) Comprehensive Liability insurance for bodily injury and property damage 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 this agreement. All such employees shall be required to maintain such information in confidence. Subcontracting: DC Group reserves the right to subcontract any portion of service provided for under this agreement without the prior consent of customer. Indemnity: DC Group shall defend, indemnify and hold harmless customer, its officers, employees and agents (Indemnified Parties), from and against any and all claims, liabilities, damages, demands, losses, causes of action and suits brought against the Indemnified Parties, to the extent they result directly from or out of (1) bodily injury to or death of any person or damage to or destruction of any property caused by the negligent acts, errors ,omissions or willful misconduct of DC Group, its agents or employees, and (2) any violation of federal or state law, regulation, order, rule or of any other governmental authority having jurisdiction by DC Group, its employees or agents, while DC Group is performing work on site. Liability: The remedies of the customer set forth in this agreement are exclusive and are its sole remedies for any failure of DC Group to comply with its obligations hereunder. In no event shall either DC Group or customer, or their respective officers , directors, employees or agents be liable to the other 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 known to DC Group or customer, or could have been reasonably foreseen by DC Group or customer. The total cumulative liability of DC Group arising from or related to this agreement shall not exceed the price of the product or services on which this quote is based. Warranty: DC Group shall perform all services in a professional and workmanlike manner. DC Group warrants repairing or replacing defective parts or materials and correcting defective workmanship performed by DC Group under this agreement. DC Group warrants its corrective maintenance and replacement parts to be free from defects in material and workmanship for a period of thirty (30) days from the completion date of the repair or replacement of parts or materials, with the exception of battery replacements, in which case the manufacturer’s warranty shall cover the batteries . In the event the parts or materials fail to meet published specifications due to a defect in parts or materials or workmanship covered by this warranty, DC Group, at its discretion, will repair or replace the warranted parts or materials at no cost to customer. This warranty shall not apply to any equipment and/or battery that has been: (i) subject to damage caused by accident, fire, flood, lightning, vandalism, acts of God, customer's neglect, misuse, misapplication, incorrect connection or external damage; (ii) subject to repair or alteration by customer (or a third party) not authorized by DC Group in writing. Battery replacement services: If the customer cannot accept delivery of equipment, customer will arrange for storage. DC Group shall not be liable for any storage costs, damages, delivery delay/cancellation costs or damages from installation delays due to any cause beyond DC Group's reasonable control, nor shall customer cancel or have the right to cancel its purchase order because of delays or default in delivery due to such causes. Cancellation:Customer may not cancel or terminate its purchase order without prior written notice to DC Group and upon payment of cancellation charges which shall include, among other things, expenses already incurred and commitments made by DC Group. Customer is responsible for return freight charges related to cancellation. Change of Law: If there is a change of any law, regulation, or rule which affects the terms of an agreement based on this Quote (including but not limited to price or time of performance), the affected party shall provide prompt notice to the other party regarding the change and the parties agree to negotiate in good faith to amend this Agreement . Acceptance: Signing a DC Group quote signifies understanding and acceptance of the above Terms and Conditions . An electronic signature shall be considered the equivalent of a written signature. Governing Law and Forum:This agreement shall be construed in accordance with and governed by the laws of the State of Minnesota. DC Group and customer hereby agree that all disputes arising out of this agreement shall be submitted solely to the State and Federal Courts located in Hennepin County, Minnesota. Quotation:This quotation is valid for a period of {@Exp Days} days from the date of this document. All quotations are subject to credit approval. This price quotation for the foregoing work is based on conditions evident to the Field Service Technician at the time of the last inspection and not for conditions subsequent or conditions undisclosed or not apparent. When a price quotation is for multiple items, it appears as a composite price. © 2025 DC Group, Inc.1.800.838.7927 | dc-group.com DCG-QPM-FRM0025, Revison Date:10/25/2019Page 3 of 4 Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 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. © 2025 DC Group, Inc.1.800.838.7927 | dc-group.com DCG-QPM-FRM0025, Revison Date:10/25/2019Page 4 of 4 Docusign Envelope ID: 63E809BB-1414-48E1-A805-420C553A9717 04/21/2025 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 Phoenix Insurance Co.25623 Travelers Property Casualty Co of America 25674 Fireman's Fund Insurance Company 21873 Travelers Casualty & Surety Company of America 31194 25.26 All Lines A Contractual Liability Stop Gap - ND,WA,WY,OH H6301Y534721PHX25 05/01/2025 05/01/2026 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 B Comp 2,000 Coll 2,000 8101Y42369A25I3G 05/01/2025 05/01/2026 1,000,000 C 10,000 UXP1058512/CUP1Y54740325 05/01/2025 05/01/2026 20,000,000 20,000,000 B N UB1Y54691625I3G 05/01/2025 05/01/2026 1,000,000 1,000,000 1,000,000 D Crime - 3rd Party - Per Single Loss 106727680 05/01/2025 05/01/2026 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 on a primary and non contributory basis including Completed Operations. Blanket Additional Insured applies to the Auto Liability when required on a primary and non contributory basis. Blanket Waiver of Subrogation in favor of the Additional Insureds applies to the General Liability, Auto Liability, Umbrella and Workers' Compensation when required by written contract. Umbrella follows form over the General Liability, Auto Liability and Workers' Compensation. 30 day notice of cancellation applies when required by written contract. 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: 63E809BB-1414-48E1-A805-420C553A9717