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Home My WebLink About20232800.tiffCtnkvaCf -7340 FACILITIES DEPARTMENT PHONE: (970) 400-2023 FAX: (970) 304-6532 WEBSITE: www.co.weld.co.us 1105 H STREET P.O. BOX 758 GREELEY, COLORADO 80632 August 22, 2023 To: Board of County Commissioners From: Toby Taylor Subject: Data Room HVAC Services Agreement DVL Group, Inc. has provided the 24/7 service agreement for the HVAC units located in the County's Data Centers. The response time is 2-4 hour of notification using the fees identified in the quote. Therefore, The Facilities Department is recommending approving this annual emergency response agreement with DVL Group, Inc. in the amount of $3,956.00 If you have any questions, please contact me at extension 2023. Sincerely, Toby Taylor Director ti; P COneaknie erds 9G6s4 c1/25/Z5 q/a7ia23 2023-2800 SERVICE AGREEMENT BETWEEN WELD COUNTY AND DVL GROUP INC. EMERGENCY HVAC SERVICES THIS AGREEMENT is made and entered into this 30thday of August , 2023, by and between the Board of Weld County Commissioners, on behalf of the Facilities Department, hereinafter referred to as "County," and DVL Group Inc., hereinafter referred to as "Contractor". WHEREAS, County requires an independent contractor to perform the services required by County and set forth in the attached Exhibit; and WHEREAS, Contractor is willing and has the specific ability to perform the required services at or below the cost set forth in the attached Exhibit; and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and services as set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in the attached Exhibit, each of which forms an integral part of this Agreement and are incorporated herein. The parties each acknowledge and agree that this Agreement, including the attached Exhibit, define the performance obligations of Contractor and Contractor's willingness and ability to meet those requirements (the "Work"). If a conflict occurs between this Agreement and any Exhibit or other attached document, the terms of this Agreement shall control, and the remaining order of precedence shall be based upon order of attachment. Exhibit A consists of Contractor's Response to County's Request. 2. Service or Work. Contractor agrees to procure the materials, equipment and/or products necessary for the Work and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the Work described in the attached Exhibit. Contractor shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Work within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. 3. Term. The term of this Agreement begins upon the date of the mutual execution of this Agreement, and ends one year later. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit County from entering into Agreements which bind County for periods longer than one year. This Agreement may be extended upon mutual written agreement of the Parties. 4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience upon thirty (30) days written notice to Contractor. Due to the time needed for County to procure replacement services, Contractor may terminate this Agreement for its own convenience upon ninety (90) days written notice to County. Either Party may immediately terminate this Agreement upon material breach of the other party, however the breaching party shall have fifteen (15) days after receiving such notice to cure such breach. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all completed or partially completed Work under this Agreement, together with all other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Upon termination of this Agreement by County, Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Amendment. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 6. Compensation. Upon Contractor's successful completion of the Work, and County's acceptance of the same, County agrees to pay Contractor an amount not to exceed $3,956.00 as set forth in the Exhibit. No payment in excess of that set forth in the Exhibit will be made by County unless a Change Order authorizing such additional payment has been specifically approved by Weld County. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the service for which payment was made did not perform as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Unless expressly enumerated in the attached Exhibit, Contractor shall not be entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7. Independent Contractor. Contractor agrees that it is an independent contractor and that Contractor's officers, agents or employees will not become employees of County, nor entitled to any employee benefits (including unemployment insurance or workers' compensation benefits) from County as a result of the execution of this Agreement. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. 2 8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of the Work without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the Work during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Work. Contractor shall require each subcontractor, as approved by County and to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 9. Warranty. Contractor warrants that the Work performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. Contractor further represents and warrants that all Work shall be performed by qualified personnel in a professional manner, consistent with industry standards, and that all services will conform to applicable specifications. 10. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall submit to County originals of all test results, reports, etc., generated during completion of this work. Acceptance by County of reports and incidental material(s) furnished under this Agreement shall not in any way relieve Contractor of responsibility for the quality and accuracy of the project. In no event shall any action by County hereunder constitute or be construed to be a waiver by County of any breach of this Agreement or default which may then exist on the part of Contractor, and County's action or inaction when any such breach or default exists shall not impair or prejudice any right or remedy available to County with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver of any other breach. Acceptance by the County of, or payment for, the Work completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 11. Insurance. Contractor must secure, before the commencement of the Work, the following insurance covering all operations, goods, and services provided pursuant to this Agreement, and shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. For all coverages, Contractor's insurer shall waive subrogation rights against County. a. Types of Insurance. Workers' Compensation / Employer's Liability Insurance as required by state statute, covering all of the Contractor's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against the County. This requirement shall not apply when a Contractor or subcontractor is exempt under Colorado 3 Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance including public liability and property damage, covering all operations required by the Work. Such policy shall include minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal injury $5,000; Medical payment per person. Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract. b. Proof of Insurance. Upon County's request, Contractor shall provide to County a certificate of insurance, a policy, or other proof of insurance as determined in County's sole discretion. County may require Contractor to provide a certificate of insurance naming Weld County, its elected officials, and its employees as an additional named insured. c. Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing services under this Agreement have or will have the above described insurance prior to their commencement of the Work, or otherwise that they are covered by the Contractor's policies to the minimum limits as required herein. Contractor agrees to provide proof of insurance for all such subcontractors upon request by the County. d. No limitation of Liability. The insurance coverages specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the Work under by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. 12. Indemnity. The Contractor shall defend, indemnify and hold harmless County, its officers, agents, and employees, from and against any and all injury, loss, damage, liability, suits, actions, claims, or willful acts or omissions of any type or character arising out of the Work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Contractor to conform to any statutes, ordinances, regulation, judicial decision, or other law or court decree. The Contractor shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. It is agreed that the Contractor will 4 be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Contractor for the County. A failure to comply with this provision shall result in County's right to immediately terminate this Agreement. 13. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor to assign or transfer its rights hereunder without such prior approval by County shall, at the option of County, automatically terminate this Agreement and all rights of Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 14. Examination of Records. To the extent required by law, the Contractor agrees that an duly authorized representative of County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of Contractor, involving all matters and/or transactions related to this Agreement. Contractor agrees to maintain these documents for three years from the date of the last payment received. 15. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 16. Notices. All notices or other communications made by one party to the other concerning the terms and conditions of this contract shall be deemed delivered under the following circumstances: (a) personal service by a reputable courier service requiring signature for receipt; or (b) five (5) days following delivery to the United States Postal Service, postage prepaid addressed to a party at the address set forth in this contract; or (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required and received by the sending party; or Either party may change its notice address(es) by written notice to the other. Notice may be sent to: TO CONTRACTOR: Name: Ralph Conklin Position: Sales Manager Address: 6555 South Kenton Street, Suite #304 Address: Centennial, CO 80111 E-mail: rconklin@dvinet.com Phone: 720-346-5071 5 TO COUNTY: Name: Toby Taylor Position: Facilities Director Address: 1105 H Street Address: Greeley, CO. 80632 E-mail: ttaylor@weldgov.com Phone: 970-400-2021 17. Compliance with Law. Contractor shall strictly comply with all applicable federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 18. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contractors or persons to perform services of the same or similar nature. 19. Entire Agreement/Modifications. This Agreement including the Exhibit attached hereto and incorporated herein, contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 20. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 21. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 22. Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration or termination of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality and record keeping requirements) shall survive any such expiration or termination. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 24. Governmental Immunity. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. 6 25. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 26. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 27. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 28. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor concerning this Agreement, the parties agree that each party shall be responsible for the payment of attorney fees and/or legal costs incurred by or on its own behalf. 29. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Acknowledgment. County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibit, is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. 7 CONTRACTOR: DVL Group, Inc By:E-44 Name: Ralph Conklin Title: Sales Manager 8/30/2023 Date of Signature WELD COUN Y: ATTEST: 2 Weld •u ty Clerk to the : oard BY: Deputy Clerk t the oard W. tie id O ; 8 BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Mike Freeman, Chair SEP 2 5 223 o2oa3-ot600 SERVICE & MAINTENANCE CONTRACT PROPOSAL This agreement between DVL Group. INC.. and the customer. agrees to furnish services in accordance with the "General Terms and Conditions and attached "Schedules". This AGREEMENT shall become valid only upon acceptance by the CUSTOMER. AGREEMENT DATED: 9/1/2023-8/31/2024 SITE ADDRESS: ATTENTION: PHONE NUMBER: Weld County 1950 O Street & 2110 O Street Greely, Colorado 80111 Julian Rodgriguez Jrodriguez@weld.gov 970.381.2857 DVL QUOTE #: RC08142023-1 k EQUIPMENT TO BE SERVICED & SERVICE COVERAGE PROVIDED: • See attached equipment summary This AGREEMENT PRICE is $ 3,956.00 /annual (applicable state & local taxes are not included). Signature of this agreement authorizes DVL GROUP. INC to invoice for services mentioned herein and to utilize the provided purchase order number. If a purchase order number is not used. then the customer authorizes and guarantees DVL GROUP. INC the payment of such invoices by authority of the signature below. Quotation is valid 60 days from date of submission. All new agreements are invoiced annually and require verification of DVL Customer Credit Application. Payment terms: Net 30 days. Contact: Elizabeth Vaughn. AP. (303) 953-3110 email: Evaughn.,c dvinet.com Credit card Payments are subject to a 2% fee Emergency HVAC 7x24x365: 1-866-DVL-HVAC B. TERM OF AGREEMENT: Commencement date of this Agreement shall occur upon receipt of Customer acceptance of Agreementalong with payment and shall run for one year. Voluntary Termination: Either party to this Agreement may terminate the Agreement effective 30 days after serving written notice to termination upon the other party. provided that all billings have been paid to date. Any refunds or credits will be issued on a Pro -Rated basis. DVL Signature Quoted By Title RaLpiA, Conicli,i• Ralph Conklin Sales Manager, Thermal Solutions rconk l in@dvinet.com C # 720-346-5071 Date 8/16/2023 Customer Signature Purchase Order # [)ate of Acceptance DVL Group, Inc. 16555 South Kenton Street, Suite 304, Centennial, CO 80111 1303.771.5000 I DVLnet.com 1100% Employee Owned 2002� &1&D GENERAL 1ERMS & CONDITIONS 1 PURCHASE ORDER REQUIREMENTS: A purchase order is to be issued c/o DVL Group, INC for the term of the agreement. • If parts and materials are not included in this agreement, additional funds should be included in the purchase order to cover the cost for any parts and materials used during the term of the agreement. TERMS OF ACCEPTANCE: Prior to DVL Group's acceptance of any new service agreement (or contracts with a lapse in coverage more than 90 days) . we reserve the right to perform an initial inspection of the equipment, with the provision to bill "time and material", to resolve any deficiencies in order to bring the units up to an acceptable level of operation (as recommended by Vertiv, leading MFG of data center thermal solutions, including Liebert.) 3. COVERAGE DISCLOSURE: The proposed maintenance inspection services shall be provided on a regularly scheduled basis and shall be performed during normal working hours. Normal working hours are defined as between 8:00 AM. and 5:00 PM. Monday through Friday DVL Group on -site service response time is 2 - 4 hours once initial service call is placed: with a 20 minute call back guarantee. Exemption to the 2-4 hour on site guarantee is in cases of extreme weather conditions, road closures, federal, state and local governments declared state of emergency and acts of God. This contract does not include labor pertaining to: • equipment removal, replacement or relocation • modifications (such as but not limited to: monitoring. control upgrades. water detection. and the like) • shutting down/moth-balling equipment operation and removing refrigerant • networking units to interface with ICOM, or other non-Vertiv (including Liebert) equipment All labor above and beyond the contract scope will be billed at labor rates indicated below, paragraph #4. 4. DISCOUNTED CONTRACT LABOR RATES (FY2022, rev. 6/22) subject to change without notice): The following rates shall apply to all labor that is not covered under this agreement with the exception of ENGINEERED PRODUCTS - DSE, ICOM-S, XD, DP & CHILLER (noted below) Engineered Products • Regular time: Mon. - Fri.. 8:00 AM - 5:00 PM • Premium time -1. Weekdays after 5:00 PM & Saturdays • Premium time -2: Sunday • Premium time -3: Holiday • All Travel time billed (portal to portal) Travel time portal to portal determined by RT from dispatch office $144.00/hr $216.00/h r_ $288.00/hr $360.00/hr $144.00/h r ✓ Truck charge per tech/per job $100.00 ✓ Per Diem travel charges. per tech. as required $400.00 5. EQUIPMENT, MATERIALS & WARRANTIES: • See attached equipment summary & Scope of Coverage. 6. FREIGHT CHARGES: All freight costs incurred by DVL Group, INC will be billed to the customer. warranty and non -warranty parts, overnight and drop -ship. This includes shipment of Service & Maintenance Contract Proposal - Terms & Conditions 1 This document is copyright protected © 2017, 2018,2019. 2020, 2021. 2022 DVL GROUP INC. All rights reserved. Rev. 06/22 $151.00/hr $226 00/hr $302.00/h r $377.00/hr $151.00/hr DVL Group, Inc. 16555 South Kenton Street, Suite 304. Centennial. CO 80111 1 303.771.5000 1 DVLnet.com 1 100% Employee Owned 7 ELECTRONIC (PDF) AND/ORWRITTEN REPORTS: Provided to the customer representative following each regular inspection or emergency call. Electronic PDF documents will be emailed to contract customer contact on file. 8. Maintenance inspections: All maintenance inspections will be scheduled for the term of the contract (year in advance), and will be coordinated with the site contact. All confirmations will be communicated by email and/or telephone. Missed maintenance inspections as a result of scheduling failures by DVL will be credited to the contract customer. Missed maintenance inspections due to scheduling failures by the contract customer, and after three (3) failed attempts to reschedule, the missed inspection will be forfeited. and no credits are applicable. Any repairs resulting from missed inspections will be billed. 9. SAFETY: If OSHA or any other applicable federal, state or local government, trade association or contractual regulations or standards require a "safety person" to be on -site during maintenance service, Customer will be responsible to advise DVL Group, INC of, make arrangements for, and provide such a person. If DVL Group, INC prior agrees to provide and provides a safety person. Customer will be billed for such person's time at DVL GROUP, INC then effective labor rates. Equipment on site must be made accessible to allow for safe working conditions. in accordance with OSHA guidelines and standards. Customer is required to provide adequate access and/or safety equipment to reach equipment for service and routine maintenance. Any labor costs incurred by DVL resulting from inadequate access to equipment will be charged back to the customer, including leasing and rental charges of lifts. scaffolding equipment or cranes provided by DVL to complete services. 10. EXCLUSIONS: • Excludes parts, refrigerant piping and drain lines external from the unit. Building water supplies and/or pumps. Parts and labor billed at contract rates. • Customer supplied CW and condenser water loop system, pumps, drycooler pumps, strainers and water treatment. • Condenser and/or evaporator coil and drycooler are not covered after MFG warranty expiration Includes air & water cooled systems. Parts and labor billed at contract rates. • Replacement of defective or failed monitoring equipment (legacy units: AC3, AC8, RCM8); water detection cable, remote annunciators, SiteScan modules. SiteScan Software: SiteLink. 3rd party interface; Legacy control boards (Level 0, 1, 3, 10, AM & AG). • Disposal fee for non -useable, reclaimed (high acid) refrigerant, if applicable. Refer to Scope of Coverage for current fee schedule. • Internal Paradenser component and piping due to system failures and leaks; water cooled condensers. Parts and labor billed at contract rates. • Electrical work external to the equipment or maintenance of accessories, attachments, equipment, features.. or other devices not described in the Maintenance Plan. including Fire suppression systems, network panels, electrical wiring, panels and breakers. • Repair of damage resulting from accident. transportation, neglect, misuse, fire. smoke, dirt, improper equipment environment, or causes other than ordinary use. • Service which is impractical for Vertiv to render because of alterations to the equipment by mechanical or electrical means or other equipment or devices. • Service which is precluded by applicable federal, state or local government, trade association or contractual standards or regulations. • Operation (as distinguished from maintenance) of the equipment by DVL Group, INC. • Cost of leasing or renting temporary cooling units, provided by DVL GROUP. INC. Delivery, setup and removal subject to labor charges. • Charges associated with usage of refrigerant and reclaiming unit for purposes of reclaiming refrigerant from A/C circuits. Service & Maintenance Contract Proposal - Terms & Conditions 2 This document is copyright protected © 2017, 2018,2019, 2020, 2021, 2022 DVL GROUP INC. All rights reserved Rev 06/22 DVL Group, Inc. 16555 South Kenton Street, Suite 304. Centennial, CO 80111 1303.771.5000 I DVLnet.com I 100% Employee Owned • Costs incurred above and beyond the normal requirements to complete services covered in the contract scope and maintenance plan, such as, hotel charges, mileage and travel expenses incurred in excess of 100 mile radius from DVL office (Centennial CO) and the contract location due to weather related conditions beyond control. If maintenance hereunder is discontinued for any period, or if persons or entities other than DVL GROUP, INC perform maintenance on, or repair the equipment, and as a result further repair or maintenance by DVL GROUP, INC is required to restore the equipment to acceptable operating condition, such repair or maintenance shall be subject to an additional charge by DVL GROUP, INC to Customer at DVL GROUP, INC applicable and effective non -contract time and material rates. If equipment other than that maintained by DVL GROUP, INC is connected to or otherwise functionally related to the equipment, and such connection or relation causes damage to or increase in the service time of equipment maintained hereunder, there shall be an additional charge for any such repair or maintenance by DVL GROUP, INC of the equipment at DVL GROUP, INC then effective time and material rates. 11. REFRIGERANT RECLAIM POLICY It is DVL GROUP, INC policy to recover refrigerant and test the air conditioning system for contamination. If not contaminated, the refrigerant is reused without processing, keeping the refrigerant at that jobsite. Should the refrigerant be contaminated, it is sent to National Refrigeration Products through United Refrigeration, keeping accurate records of the transactions. We would then in turn use newly purchased refrigerant. At no time is refrigerant intentionally vented into the atmosphere. DVL GROUP, INC services equipment using R22 (which is a HCFC [Hydrochlorofluorocarbon] product) along with, R407C & R134A refrigerants. DVL GROUP, INC service staff belongs to the Refrigeration Service Engineers Society. This enables DVL GROUP, INC to be kept up-to-date on all current and proposed environmental laws handling refrigerant. Also, the service staff has taken the certification course for refrigerant reclaiming. In addition, DVL GROUP, INC saves the oil products used in our daily work. We also recover the refrigerant left in our "empty/disposable" containers. All recovered refrigerant is returned to National Refrigeration Products to be reclaimed under ARI 700-88 standards. 11(a) EPA HCFC (R22) Phase -out & Limited Availability (Jan 1, 2020) R-22 has been the refrigerant of choice used by most cooling system manufacturers for decades. Because it is mildly toxic to the atmosphere it was included in the provisions of the Clean Air Act Amendments of 1990. This Act stipulated phase -out dates for various refrigerants, including HCFC-22 (a Class II substance). Essentially it says that no new products will be built containing R-22 after January 1, 2010 and no R-22 will be produced after January 1, 2020. Systems operating with R-22 will be able to continue using that refrigerant after the 2020 date. Equipment However, with the cessation of R- 22 production replacement refrigerant will become more difficult and costly to obtain manufacturers will undoubtedly develop products using new, acceptable refrigerants prior to the cutoff date in 2010. In fact, Vertiv (including Liebert) is beginning to sell products using R -407C refrigerant (although those same products can be ordered with R-22 until the phase -out date). R -407C was designed to have operating characteristics similar to R-22. DVL GROUP, INC will have availability of R22 for the duration of the phase -out but quantities may be limited and pricing will be subject to market conditions. Current R22 pricing quoted on our contract proposals is subject to change and cannot be guaranteed for the duration of the contract. Service & Maintenance Contract Proposal — Terms & Conditions 3 This document is copyright protected © 2017, 2018,2019, 2020, 2021, 2022 DVL GROUP INC, All rights reserved. Rev. 06/22 SEI1 DVL Group, Inc. 16555 South Kenton Street, Suite 304. Centennial. CO 80111 1303.771.5000 I DVLnet.com I 100% Employee Owned 12. DISCLAIMER AND LIMITATION OF LIABILITY: DVL GROUP, INC OBLIGATIONS EXPRESSED IN THIS AGREEMENT ARE IN LIEU OF AND EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT SHALL DVL GROUP, INC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, DIRECT OR INDIRECT, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION OR LOSS OF DATA, IN CONNECTION WITH THIS AGREEMENT OR THE MAINTENANCE SERVICES PERFORMED HEREUNDER, WHETHER ANY CLAIM THEREFORE IS BASED UPON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY). Warranties, if any. arising out of or with respect to the sale of the equipment are contained in other agreements and are neither part of nor made, altered or affected by this Agreement. Parts furnished hereunder, if not covered by other such agreements, are furnished AS IS -WHERE IS, with NO WARRANTY WHATSOEVER, except to the extent, if any, that repair or replacement obligations of DVL GROUP, INC under the Maintenance Plan may be deemed to be warranties. As a material and separate basis of the bargain under which DVL GROUP. INC is agreeing to perform hereunder, it is further agreed that DVL GROUP, INC LIABILITY FOR ANY CLAIM FOR FAILURE OF PERFORMANCE HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF DEFECTIVE GOODS AND CORRECT PERFORMANCE OF SERVICES INCORRECTLY PERFORMED AND SHALL IN NO EVENT EXCEED THE TOTAL CHARGES PAID BY CUSTOMER FOR MAINTENANCE SERVICE UNDER THIS AGREEMENT FOR THE YEAR IN WHICH SUCH CLAIM AROSE. 13. CONFIDENTIAL INFORMATION Standard of Protection. DVL GROUP. INC understands and agrees that in the performance of this Agreement. DVL GROUP INC and its employees may have access to private or confidential information of Customer, including but not limited to trade secrets, marketing and business plans, customer lists, financial information, personnel information, technical information, designs, processes, formulas and procedures (collectively, "Confidential Information"). DVL GROUP, INC agrees that: (i) all Confidential Information shall remain the exclusive property of Customer; (ii) it shall maintain, and shall use prudent methods to cause its employees and agents to maintain the confidentiality and secrecy of the Confidential Information; and shall use the Confidential Information solely in connection with its duties and obligations under this Agreement; (iii) it shall limit disclosure and copies of the Confidential Information to its employees and representatives who must have access thereto in order to perform under the Agreement; (iv) it shall not; and shall use prudent methods to ensure that its employees and agents do not, copy, publish, disclose to others, use (other than pursuant to the terms hereof) or create any derivative works based upon the Confidential Information; and (v) it shall return or destroy all copies of Confidential Information upon request of Customer. DVL GROUP, INC will immediately notify Customer of any unauthorized disclosure or use of Confidential Information that becomes known to DVL GROUP, INC and will cooperate with Customer in an effort to terminate and remedy such unauthorized acts. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it (i) is or becomes a part of the public domain through no act or omission on the part of DVL GROUP, INC; (ii) is disclosed to third parties by Customer without restriction on such third parties: (iii) is in DVL GROUP. INC possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement. as evidenced by written records; (iv) is disclosed to DVL GROUP. INC by a third party having no obligation of confidentiality with respect thereto; or (v) is independently developed by DVL GROUP, INC without reference to Customer's Confidential Information or other proprietary information of Customer, as evidenced by written records. Nothing herein shall prevent DVL GROUP, INC from complying with a legal obligation to disclose Confidential Information so long as DVL GROUP, INC (i) provides Customer with prompt notice of its intent to disclose (or to resist disclosure), (ii) takes reasonable steps to require the recipient to preserve the confidential nature of the information once disclosed, and (iii) affords Customer the opportunity to attempt to prevent the disclosure (whether or not DVL GROUP, INC has sought to resist disclosure) or obtain protection for the information disclosed. Upon the expiration or termination of this Agreement for any reason, DVL GROUP, INC at its expense, shall promptly return to Customer all copies of the Confidential Information. Service & Maintenance Contract Proposal — Terms & Conditions 4 This document is copyright protected © 2017, 2018,2019, 2020. 2021, 2022 DVL GROUP INC. All rights reserved. Rev. 06/22 CIO DVL Group, Inc. 16555 South Kenton Street, Suite 304, Centennial, CO 80111 1303.771.5000 I DVLnet.com I 100% Employee Owned ATTACHMENT "A" sin.. Dv c -406-- BEYOND THE PRODUCT DVL SCOPE OF COVERAGE MAINTENANCE & SERVICES INCLUDED SERVICE PROGRAMS: C Limited Service & Maintenance Program only 1 Scheduled preventive maintenance inspections. M - F 8:00 am - 5:00 pm 1 PARTS: Replacement OEM parts (non -warranty) Billed FY22: Refrigerant pricing is subject to availability & market price at time of the purchase for the repair. Please contact DVL Services for current pricing & availability. Refrigerant Refrigerant Refrigerant Refrigerant Refrigerant Zoom -Lock tool in lieu applicable or required Refrigerant recovery equip. R22 407C 410A R134A R404A Glycol of torch work, if under code ind nitrogen <50# market pricing market pricing market pricing market pricing market pricing $40.00/gal $125.00/usage $280.00/usage Refrigerant recovery equip, incl nitrogen >50# $400.00/usage Disposal fee for non -useable. reclaimed (burned) refrigerant, if applicable $6.00/lb Truck charge: per tech, per project $100.00 Maintenance items: belts, filters, cleaners. Included LABOR: 24x7x365. 2 - 4 hr on site response time_ Included Emerg Svc / Repairs: M - F,8-5 Emerg Svc / OT labor Billed Billed SCOPE SUMMARY 2 Check & change air filters (as required and/or seasonal) X 3. Check & adjust fan belt tension (as required) X 4 Lubricate blower motor & blower (as required) assembly X 5. Check calibration of temperature & humidity controllers. X 6. Check input & output voltages at main disconnect switch. X 7. Check voltages at all sub -fusing panels I X 8 Check system for non-condensables. X 9. Check Schrader fittings at fan speed control X 10 Check pressure settings at all pressure switches. X 11 Check & clean (as required) humidifier assembly. X 12. Check & clean evaporator coils. X 13 Inspect & tighten (as required) all electrical connections. X 14. Check refrigerant levels & pressures. X 15. Inspect operation of VERTIV rejection equipment. heat X 16. Clean heat rejection equipment (as required or seasonal - 2x annual). X DVL Group Inc - SOW This document is copyright protected, 2020, 21, 22. All rights reserved 2022 -rev? Page #1 ATTACHMENT "A" DNFL: BEYOND THE PRODUCT DVL SCOPE OF COVERAGE MAINTENANCE & SERVICES INCLUDED SERVICE PROGRAMS: C Limited Service & Maintenance Program only 17 Inspect operation of water detection system (as required) Removal for cleaning billed at contract rates 'all pans mncl does not provide 100% replacement of water detection system. X 18. Inspect & test operation of VERTIV (Liebert) monitoring systems (as required) X 19. Inspect & test operation of VERTIV I- COM controllers; install software upgrades per factory release, as required X 20 Annual ICOM Optimization diagnotisc services. Verify operation according to established site protocols X Total Annual (applicable taxes are state not included) & local $ 3,956.00 Please select coverage option by initialing in space provided: EQUIPMENT & LOCATION CUSTOMER & EQUIP LOCATION: Weld County North Jail Complex 1950 0 Street 2110 0 Street Greely, Colorado 80111 This agreement aoAlies only to the equipment listed below Equipment Model # & Type Serial # Location Quantity VS035ADA0EI020C C 13K8E0041 Indoor 1 MCM080E8ADA808 C13KAY0004 Outdoor 1 VS035ADA0EI020C C13K8E0042 Indoor 1 MCM080E8ADA808 C13KAY0005 Outdoor 1 DS035ADA101994B N19J8E0097 Indoor/North Jail 1 MCM080E8ADL896 Y19JAY0061 Outdoor/North Jail 1 PX023UA1A8S361 Y20D6S0034 Indoor/North Jail 1 MCM040E1ADQ219 Y20DAY0020 Outdoor/North Jail 1 DVL Group Inc - SOW This document is copyright protected, 2020, 21, 22. All rights reserved 2022 -rev? Page #2 ACOR©® CERTIFICATE OF LIABILITY INSURANCE DATE(T0D/1YYW) 08/30/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). PRODUCER NAMCONTACT E: Aon Risk Services Central, Inc. Chicago IL Offi ce PHONE FA ROLE., Ex,4 (866) 283-7122 I (a/c. No.): (800) 363-0105 200 East Randolph Chicago IL 60601 USA E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL # INSURED INSURER. Zurich American Ins Co 16535 DVL Group, Inc. 115 Sinclair Road INSURER B: AmerTCan Zurich Ins CO 40142 Bristol PA 19007-1522 USA INSURER C: Travelers Property Cas Co of America P Y 25674 INSURER°: Natl°Gal Union Fire Ins Co of Pittsburgh 19445 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570101340440 REVISION NUMBER: 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 PERTH N, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested INSR LTR TYPE OF INSURANCE 'Eh SUER INS° VIE POLICY NUMBER POLICY EFF (MMIDO/YYYY) POLICY E%P (MMIDD/YVYY) LIMITS COMMERCIAL GENERAL LIABILITY GLD348653121 04/01/2023 04/01/2024 EACH OCCURRENCE $2,000,000 I CLAIMS -MADE I X I OCCUR l L� DAMAGETORENTED PREMISES (Ea occurrence) 5500,000 MED EXP (Any one person) $10 , 000 PERSONAL B ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER'. GENERAL AGGREGATE $4,000,000 POLICY ❑ LOC MT JEC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: Employee Benefit Lia $1, 000, 000 AUTOMOBILE LIABILITY BAP 3486532-21 04/01/2023 04/01/2024 (OMBctlEeD5INGLELIMIT $2,000,000 X ANY AUTO BODILY INJURY I Per person) OWNED SCHEDULED AUTOS BODILY INJURY (Per accident) AUTOS ONLY HIREDAUTOS ONLY NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) UMBRELLA LIAR OCCUR CUP205280482331 04/01/2023 04/01/2024 EACH OCCURRENCE $2,000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE $2,000,000 DED I (RETENTION WORKERSCOMPENSATION AND EMPLOVERS'LIABILITV Y/N AC348653321 04/01/2023 04/01/2024 X I PER STATUTE I IOTH- ER ANY PROPRIETOR/PARTNER/ EXECUTIVE OFFICER/MEMBER N/A E. L. EACH ACCIDENT $1,000,000 (Mandatory in NH) E.L DISEASE -EA EMPLOYEE $1, 000 , 000 OESsonleIONOFOPERATIONS below EL.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 Additional Remarks Schedule, may he attached If more space is required) The Certificate Holder is included _% Additional Insured in accordance with the policy provisions of the Business General Liability and Business Automobile Liability policies. CERTIFICATE HOLDER CANCELLATION weld CouStrnty 2110 0 eet Greely CO 80111 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE E%PIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE tXGan c %Y.rcYG c/s .eCLrO �LLaG ��sa ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD New Contract Request Entity Information Entity Name * DVL GROUP INC Contract Name * EMERGENCY HVAC SERVICES Contract Status CTB REVIEW Entity ID* @00039909 Contract Description * PROVIDE EMERGENCY HVAC SERVICES Contract Description 2 Contract Type* CONTRACT Amount* $3,956.00 Renewable* YES Automatic Renewal Grant IGA Department BUILDINGS AND GROUNDS Department Email CM- BuildingGrounds@weldg ov.com Department Head Email CM-BuildingGrounds- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WE LDGOV.COM o New Entity? Contract ID 7340 Contract Lead* SGEESAMAN Contract Lead Email sgeesaman@co.weld.co. us;Iredfern@weldgov.co Parent Contract ID Requires Board Approval YES Department Project # Requested BOCC Agenda Due Date Date* 08/26/2023 08/30/2023 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Review Date 08/01/2024 Renewal Date" 09/01/2024 Committed Delivery Date Expiration Date Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head Finance Approver Legal Counsel TOBY TAYLOR CHERYL PATTELLI BRUCE BARKER DH Approved Date Finance Approved Date Legal Counsel Approved Date 09/18/2023 09/19/2023 09/20/2023 Final Approval BOCC Approved Tyler Ref # AG 092523 BOCC Signed Date BOCC Agenda Date 09/25/2023 Hello