#16-6640R (Critical Power USA) AGREEMENT16-6640R
for
Uninterrupted Power Systems
THIS AGREEMENT, made and entered into on this 13th day of September, 2016, by and
between System Engineering International, LLC d/b/a Critical Power USA, authorized to do
business in the State of Florida, whose business address is 1539 Tilco Drive Suite, 120,
Frederick, MD 21704 (the "Contractor') and Collier County, a political subdivision of the State
of Florida, (the "County"):
WITNESSETH:
1. AGREEMENT TERM. The Agreement shall be for a one (1) year period, commencing
on Board Award Date and terminating one (1) year from that date or until all outstanding
Purchase Orders issued prior to the expiration of the Agreement period have been
completed or terminated.
2. RENEWAL. The County may, at its discretion and with the consent of the Contractor,
renew the Agreement under all of the terms and conditions contained in this Agreement
for three (3) additional one (1) year periods. The County shall give the Contractor
written notice of the County's intention to renew the Agreement term prior to the end of
the Agreement term then in effect.
The County Manager, or his designee, may, at his discretion, extend the Agreement
under all of the terms and conditions contained in this Agreement for up to one hundred
and eighty (180) days. The County Manager, or his designee, shall give the Contractor
written notice of the County's intention to extend the Agreement term not less than ten
(10) days prior to the end of the Agreement term then in effect.
3. STATEMENT OF WORK. The Contractor shall provide all necessary labor, materials,
tools, equipment, supplies, consumables, maintenance, transportation, skills, and
incidentals, and any other necessary accessories or services to perform Uninterrupted
Power Systems services as specified and in accordance with the terms and conditions
of Invitation to Bid (ITB) #16-6640, Exhibit A — Scope of Services Contractor's Bid
Proposal, Exhibit B - Fee Schedule, Exhibit C —Facilities Management Division UPS
List, Exhibit D — Public Utilities UPS List, and Exhibit E — Information Technologies
Division UPS List, referred to herein and made an integral part of this Agreement.
The Contractor is the Secondary on Preventative Maintenance. If the Primary
Contractor cannot provide requested services within the timeframe specified by the user
division, then the Secondary Contractor will then be contacted. If the Secondary
Contractor cannot provide requested services within the timeframe specified by the user
division then the Tertiary Contractor will be contacted.
The Contractor is the Tertiary for Routine Service, On-Call Service and Emergency
Service Repairs. If the Primary Contractor cannot provide requested services within the
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timeframe specified by the user division, then the Secondary Contractor will then be
contacted. If the Secondary Contractor cannot provide requested services within the
timeframe specified by the user division then the Tertiary Contractor will be contacted.
If the Primary Contractor cannot provide requested services within the timeframe
specified by the user division, then the Secondary Contractor will then be contacted.
The procedure for obtaining services is the same the Tertiary.
This Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the Parties,
in compliance with the County's Procurement Ordinance, as amended, and
Procurement Procedures in effect at the time such services are authorized.
4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of
this Agreement the aggregate of the services furnished at the unit price and rates in
Exhibit B — Fee Schedule, and the price methodology as defined in Section 4.1.
Payment will be made upon receipt of a proper invoice and upon approval by the
County Representative or designee, and in compliance with Chapter 218, Fla. Stats.,
otherwise known as the "Local Government Prompt Payment Act."
4.1 Price Methodology:
Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs,
including labor, materials, equipment, overhead, etc.) for a repetitive product or service
delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The
invoice must identify the unit price and the number of units received (no contractor
inventory or cost verification.
Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the County to the contractor; and, as a business practice there are no
hourly or material invoices presented, rather, the contractor must perform to the
satisfaction of the County's County Representative or designee before payment for the
fixed price contract is authorized.
Only a single lump sum quote is required, no itemized breakdown for the lump sum
quote will be required for quoting or payment purposes. No time and material quotes will
be accepted or required for quoting or payment. Actual invoices for materials,
subcontractors, mark-ups, etc. will not be required for payment purposes, as the lump
sum quote does not require a breakdown of the quote or supporting documentation.
Timesheets and/or timecards will not be accepted or required for quoting or payment
purposes to support labor hours, as they are not required for a lump sum quote.
For lump sum quotes all three awardees (primary, secondary, and tertiary) must
provide a lump sum quote or explanation for a no quote.
Time and Materials: The County agrees to pay the contractor for the amount of labor
time spent by the contractor's employees and subcontractors to perform the work
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(number of hours times hourly rate), and for materials and equipment used in the project
(cost of materials plus the contractor's mark-up). This methodology is generally used in
projects in which it is not possible to accurately estimate the size of the project, or when
it is expected that the project requirements would most likely change. As a general
business practice, these contracts include back-up documentation of costs; invoices
would include number of hours worked and billing rate by position (and not company (or
subcontractor) timekeeping or payroll records), material or equipment invoices, and
other reimbursable documentation for the project.
4.2 Any County agency may purchase products and services under this Agreement,
provided sufficient funds are included in their budget(s).
4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt
and approval of invoices submitted on the date of services or within six (6) months after
completion of the Agreement. Any untimely submission of invoices beyond the specified
deadline period is subject to non-payment under the legal doctrine of "laches" as
untimely submitted. Time shall be deemed of the essence with respect to the timely
submission of invoices under this Agreement.
5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work. No mark-up shall be applied to these taxes or fees. Collier
County, Florida as a political subdivision of the State of Florida, is exempt from the
payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes,
Certificate of Exemption # 85-8015966531C-2.
6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if
mailed or faxed to the Contractor at the following Address:
System Engineering International, LLC d/b/a Critical Power USA
1539 Tilco Drive Suite, 120
Frederick, MD 21704
Telephone: (240) 772-1660
Facsimile: (240) 7721666
e-mail: info@criticalpowerusa.com
Attention: Christian Davis, Chief Executive Officer
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Procurement Services Division
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Director, Procurement Services Division
Telephone: (239) 252-8407
Facsimile: (239) 252-6480
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The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Contractor or to constitute the Contractor as
an agent of the County.
8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. The
County will not be obligated to pay for any permits obtained by Subcontractors.
Payment for all such permits issued by the County shall be processed internally by the
County. All non-County permits necessary for the prosecution of the Work shall be
procured and paid for by the Contractor. The Contractor shall also be solely responsible
for payment of any and all taxes levied on the Contractor. In addition, the Contractor
shall comply with all rules, regulations and laws of Collier County, the State of Florida, or
the U. S. Government now in force or hereafter adopted. The Contractor agrees to
comply with all laws governing the responsibility of an employer with respect to persons
employed by the Contractor.
9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use
in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Contractor or
if the County or its authorized representative shall deem any conduct on the part of the
Contractor to be objectionable or improper, the County shall have the right to suspend
the Agreement of the Contractor. Should the Contractor fail to correct any such violation,
conduct, or practice to the satisfaction of the County within twenty-four (24) hours after
receiving notice of such violation, conduct, or practice, such suspension to continue until
the violation is cured. The Contractor further agrees not to commence operation during
the suspension period until the violation has been corrected to the satisfaction of the
County.
10. TERMINATION. With respect to this agreement, should the Contractor be found to have
failed to perform his services in a manner satisfactory to the County as per this
Agreement, the County may terminate said Agreement for cause; further the County may
terminate this Agreement for convenience with a thirty (30) day written notice. The
County shall be sole judge of non-performance. With respect to a particular Project,
termination shall be governed by the terms of the Purchase Order.
In the event that the County terminates this Agreement, Contractor's recovery against
the County shall be limited to that portion of the Agreement Amount earned through the
date of termination. The Contractor shall not be entitled to any other or further recovery
against the County, including, but not limited to, any damages or any anticipated profit on
portions of the services not performed.
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OPJ
11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
12. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000
Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage
Liability. This shall include Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and
Employee Non-Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $100,000 for
each accident.
D. Pollution: Coverage shall have minimum limits of $1,000,000 Per Occurrence and
shall be maintained by the Contractor.
Special Requirements: Collier County Government shall be listed as the Certificate
Holder and included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Contractor during the duration of this Agreement. The Contractor shall
provide County with certificates of insurance meeting the required insurance provisions.
Renewal certificates shall be sent to the County ten (10) days prior to any expiration
date. Coverage afforded under the policies will not be canceled or allowed to expire until
the greater of: ten (10) days prior written notice, or in accordance with policy provisions.
Contractor shall also notify County, in a like manner, within twenty-four (24) hours after
receipt, of any notices of expiration, cancellation, non-renewal or material change in
coverage or limits received by Contractor from its insurer, and nothing contained herein
shall relieve Contractor of this requirement to provide notice.
Contractor shall ensure that all subcontractors comply with the same insurance
requirements that he is required to meet.
13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the: Contractor
shall indemnify and hold harmless Collier County, its officers and employees from any
and all liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this
Agreement by Contractor, any statutory or regulatory violations, or from personal injury,
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property damage, direct or consequential damages, or economic loss, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the :
Contractor or anyone employed or utilized by the Contractor in the performance of this
Agreement. This indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an indemnified
party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
13.1 The duty to defend under this Article 13 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
Contractor, County and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being provided
to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will
survive the expiration or earlier termination of this Agreement until it is determined by
final judgment that an action against the County or an indemnified party for the matter
indemnified hereunder is fully and finally barred by the applicable statute of limitations.
14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Facilities Management Division.
15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner with
the performance of services required hereunder. Contractor further represents that no
persons having any such interest shall be employed to perform those services.
16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the
following component parts, all of which.are as fully a part of the Agreement as if herein
set out verbatim: Insurance Certificate(s), Exhibit A— Scope of Services, Exhibit B — Fee
Schedule, Contractor's bid proposal, Exhibit C —Facilities Management Division UPS
List, Exhibit D — Public Utilities Department UPS List, Exhibit E — Information
Technologies Division UPS List, and ITB#16-6640R.
17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this Agreement is subject to appropriation by the Board of County
Commissioners.
18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual
shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other
item of value to any County employee, as set forth in Chapter 112, Part III, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and/or any employee of
the firm from contact with County staff for a specified period of time; b. Prohibition by the
individual and/or firm from doing business with the County for a specified period of time,
including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate
termination of any Agreement held by the individual and/or firm for cause.
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19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the
Contractor is formally acknowledging without exception or stipulation that it agrees to
comply, at its own expense, with all federal, state and local laws, codes, statutes,
ordinances, rules, regulations and requirements applicable to this Agreement, including
but not limited to those dealing with the Immigration Reform and Control Act of 1986 as
located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended; taxation, workers' compensation, equal employment and safety (including, but
not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida
Public Records Law Chapter 119), including specifically those contractual requirements
at F.S. § 119.0701(2)(a)-(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the
cost provided in this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by law for the duration of the contract term and following completion of the
contract if the Contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all
public records in possession of the Contractor or keep and maintain public
records required by the public agency to perform the service. If the Contractor
transfers all public records to the public agency upon completion of the contract,
the Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the contract,
the Contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the public agency, upon
request from the public agency's custodian of public records, in a format that is
compatible with the information technology systems of the public agency.
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If Contractor observes that the Contract Documents are at variance therewith, it shall
promptly notify the County in writing. Failure by the Contractor to comply with the laws
referenced herein shall constitute a breach of this Agreement and the County shall have
the discretion to unilaterally terminate this Agreement immediately.
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant Agreement to other governmental entities at the
discretion of the successful proposer.
21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this
Agreement in compliance with the Procurement Ordinance, as amended, and
Procurement Procedures and Section 4.1 of this Agreement.
23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by
this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Contractor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached during
negotiations to County for approval. Failing resolution, and prior to the commencement
of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon
Circuit Court Mediator certified by the State of Florida. The mediation shall be attended
by representatives of Contractor with full decision-making authority and by County's staff
person who would make the presentation of any settlement reached at mediation to
County's board for approval. Should either party fail to submit to mediation as required
hereunder, the other party may obtain a court order requiring mediation under section
44.102, Fla. Stat.
24. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
25. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized
for this Agreement shall be knowledgeable in their areas of expertise. The County
reserves the right to perform investigations as may be deemed necessary to ensure that
competent persons will be utilized in the performance of the Agreement. The Contractor
shall assign as many people as necessary to complete the required services on a timely
basis, and each person assigned shall be available for an amount of time adequate to
meet the required service delivery dates.
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26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of
any of the Contract Documents, the terms of the ITB, the Contractor's Proposal, and/or
the County's Board approved Executive Summary, this Agreement shall take
precedence.
27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer this
Agreement, or any part herein, without the County's consent, shall be void. If Contractor
does, with approval, assign this Agreement or any part thereof, it shall require that its
assignee be bound to it and to assume toward Contractor all of the obligations and
responsibilities that Contractor has assumed toward the County.
28. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as
amended. Background checks are valid for five (5) years and the Contractor shall be
responsible for all associated costs. If required, Contractor shall be responsible for the
costs of providing background checks by the Collier County Facilities Management
Division for all employees that shall provide services to the County under this
Agreement. This may include, but not be limited to, checking federal, state and local law
enforcement records, including a state and FBI fingerprint check, credit reports,
education, residence and employment verifications and other related records. Contractor
shall be required to maintain records on each employee and make them available to the
County for at least four (4) years.
All of Contractor's employees and subcontractors must wear Collier County Government
Identification badges at all times while performing services on County facilities and
properties. Contractor ID badges are valid for one (1) year from the date of issuance and
can be renewed each year at no cost to the Contractor during the time period in which
their background check is valid, as discussed below. All technicians shall have on their
shirts the name of the contractor's business.
The Contractor shall immediately notify the Collier County Facilities Management
Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to
Collier County separates from their employment. This notification is critical to ensure the
continued security of Collier County facilities and systems. Failure to notify within four (4)
hours of separation may result in a deduction of $500 per incident.
CCSO requires separate fingerprinting prior to work being performed in any of their
locations. This will be coordinated upon award of the contract. If there are additional
fees for this process, the vendor is responsible for all costs.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
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I .
---------------
IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized
person or agent, have executed this Agreement on the date and year first written above.
BOARD OF COUNTY COMMISSIONERS
ATTEST: COLLIER COUNTY, FLORIDA
Dwight E. Brock,-Clerk of Courts
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Attest as to Chairman's
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Approved as ` grand legality:
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Jeffrey A. Klaizkow, County Attorney
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Exhibit A— Scope of Services
PREVENTATIVE MAINTENANCE
The preventative maintenance covered by this scope of work includes (all checks or processes may
not be applicable to all equipment types or models):
1. Visual Inspections:
• Inspect all printed circuit board connections for cleanliness, swab contacts if
necessary; _
• Inspect all power connections for signs of overheating;
• Inspect all subassemblies, bridges, and legs for signs of component defects or stress;
• Inspect all DC capacitors for signs of leakage;
• Inspect all AC capacitors for signs of leakage;
• Inspect and inventory all customer-owned spare parts;
• Inspect for and perform, as required, any open engineering changes;
• Inspect insulation, overheating, and physical damage; and
• Inspect battery monitoring system.
2. Internal Operating Parameters:
• Control calibrations—check/adjust, as necessary;
• DC Ground Detection Offset, if applicable;
• Inverter leg current average phase balance, if applicable;
• Output filter current average phase balance;
• Rectified bridge current average leg balance;
• AC Protection settings are checked;
• DC Protection settings are checked;
• Calibrate and record all electronics to system specifications;
• Input and Output Frequency and Voltage Bandwidth settings are checked;
• Verify DC filter capacitance;
• Verify AC tank and trap filter capacitance including balancing of items;
• Power Supply voltages and waveforms;
• Update firmware as necessary with customer approval (parts if required are included
at no charge with full parts coverage if the equipment is under Service Agreement. If
there is no service agreement, the parts may be billed at actual cost with applicable
markups); and
• Evaluate Field Service Bulletins (FSBs) for potential updates (parts if required are
included at no charge with full parts coverage if the equipment is under Service
Agreement. If there is no service agreement, the parts may be billed at actual cost
with applicable markups).
3. External Operating Parameters:
• System Input Voltages, all phases;
• System Input Currents, all phases;
• DC Charging Voltages (float and equalize), record settings, and adjust to nominal;
• Rectifier phase on and walk-up;
• Inverter phase on and walk-up;
• Adjust all panel meters to measured values;
• System Bypass Voltages, all phases;
• Manual and UV Transfer Testing, verify uninterrupted transfer waveform, if applicable;
• Outage Simulation, batter capability testing, and verify charger current limit; and
• Generator operation and interface verification, if applicable.
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4. Environmental Parameters:
• UPS area ambient temperature and condition of ventilating equipment;
• General Cleanliness of UPS Power Module;
• General Cleanliness of UPS area;
• Replace air filters as applicable and necessary (parts if required are included at no
charge with full parts coverage if the equipment is under Service Agreement. If there
is no service agreement, the parts may be billed at actual cost with applicable
markups);
• Clean outside of UPS including control panel/CRT screen; and
• Flywheel only: Drain oil and change oil and filers.
5. Battery Cabinet Checks:
• General appearance of battery systems (all types);
• General cleanliness of batter system areas (all types);
• Verify the integrity of the battery rack/cabinet;
• Inspect all DC connections for abnormalities;
• Inspect cells for physical abnormalities;
• Check batter for current limits, input limits, overload levels, and over temp circuits;
• Check for corrosion on battery terminals and connectors;
• Clean batteries as necessary;
• Verify proper torque on connections;
• Verify the condition of the ventilation equipment, if applicable;
• Check the appearance of the battery room, if applicable;
• Battery system area ambient temperature and condition of ventilating equipment; and
• For internal batters only—measure and record:
i. Overall battery float voltage;
ii. Charger output current and voltage;
iii. Negative terminal temperature of one cell/battery per battery cabinet shelf or
rack tier; and
iv. Momentary load testing of cells < 100 watts (e.g. 9E, 9x55, not 9330).
6. Monitoring System Parameters:
• Alarm archive review and printing;
• Alarm lamp test-local and remote, if applicable;
• Replace all open monitor bulbs;
• Inspect battery monitoring system; and
• Review battery test in history, if applicable.
7. Circuit Breakers/Isolators:
• Check capacitors for swelling or leaks;
• Verify free travel; and
• Check magnetic/thermal settings.
8. Additional Items:
• Synchronizing verification:
i. Utility Sync and Transfer to bypass;
ii. Transfer from bypass to UPS;
iii. Verify voltage and phase lockout; and
iv. Verify static bypass operation.
• Fuses need verified for type, value, and condition;
• Power Measurements (on-line):
i. Output RMS current (Phase and Neutral); and
ii. Output Peak current (Phase and Neutral).
• Cleaning/Air Flow—check fans, doors, and compartment seals
i. Replace filters; and
ii. Clean Module.
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• Clean normal cell dirt/dust accumulation, when possible.
• Battery recycling as required, is included.
• Check nuts, bolts, screws, and connections for tightness and heat discoloration.
• Operational testing of the system including unit transfer and battery discharge.
9. General:
• Customer consultation;
• Verbal recommendations; and
• General observations.
Following the preventative maintenance inspection, a written report / check list will be provided to the
Division detailing the results of the inspection, services completed, and making specific
recommendations for future remedial action, upgrades, etc.
Preventative maintenance on each unit / system / battery is required to be completed in accordance
with the manufacturer's recommendations. Preventative maintenance will be billed by item serviced.
Actual records must be provided for payment. These records will include but not be limited to: a
summary spreadsheet for each unit services with the date of service and an attestation signed by the
Contractor.
Typically, preventative maintenance will be completed during normal business hours; however, the
County may request preventative maintenance during off-hours, as deemed necessary by the County
representative or designee. A surcharge will be allowed for off-hours preventative maintenance, if
necessary and first approved in writing by the County representative or designee.
Equipment Manufacturer Services Plans may be added as a separate "turnkey" item for specific units,
as needed by County Divisions. When these services occur, a quote following the pricing methodology
of the solicitation will be requested from the Contractor.
ON-CALL SERVICES (for regular and emergency equipment maintenance, repair, and
replacement identified in the scope of work):
The two types of maintenance, repair, and replacement services required are:
• On-Call Repair Work: The County representative or designee will provide a scope of work
to be performed to the Contractors and request that a "time and materials" or "lump sum"
quote be provided. The County expects that for on-call repair work, the contractor provides
a price quote within a reasonable time (one to two business days) from the point of initial
contact. Once a purchase order is issued, the County representative or designee would
expect that the on-call service for regular maintenance, repair and replacement commence
within two (2) business days, unless otherwise directed by the County representative or
designee. In the event that the Contractor does not fulfill these response requirements, the
County reserves the right to contact other Contractor to perform the scope of work.
• Emergency Repair Work: The County representative or designee will identify the needed
maintenance, repair and replacement for the life, health, safety or equipment/facility
emergency and request that work be completed as soon as reasonably practicable. The
County representative or designee may direct the Contractor to commence work through a
verbal direction; and a purchase order will be issued to the Contractor as soon as possible.
All emergency repair work will be completed on a time and materials based on the
contracted pricing schedule. If any repair is deemed an emergency, all parts must be
shipped overnight and repairs are to start immediately upon the part being received.
Page 13 of 22
Agreement#16-6640R"Uninterruptible Power Systems"
System Engineering International,LLC d/b/a Critical Power USA
7 }
In each scope of work the County representative or designee reserves the right to specify: the period of
completion; collection of deductions / fines or actual costs in the event of late completion and/or non-
compliant performance and/or vendor caused damages; and "lump sum" or"time and material" sums.
• If"lump sum"quote is requested, the Contractor shall provide:
✓ A not-to-exceed total cost for the entire scope of work including a brief description of
the work to be completed;
✓ Lump Sum (fixed price) is a firm fixed total price offering for a project; the risks are
transferred from the County to the Contractor; and, as a business practice there are
no hourly or material invoices presented, rather, the Contractor must perform to the
satisfaction of the County's project manager or designee before payment for the
fixed price contract is authorized.
✓ Only a single lump sum quote is required, no itemized breakdown for the lump sum
quote will be required for quoting or payment purposes. No time and material quotes
will be accepted or required for quoting or payment. Actual invoices for materials,
subcontractors, mark-ups, etc. will not be required for payment purposes, as the
lump sum quote does not require a breakdown of the quote or supporting
documentation. Timesheets and/or timecards will not be accepted or required for
quoting or payment purposes to support labor hours, as they are not required for a
lump sum quote.
• If"time and material" quote is requested, the Contractor shall provide:
✓ The expected number of work hours by each position (and the hourly rate) and the
extended total;
✓ The breakdown of the cost for supplies, parts and equipment used for the scope of
work; the Contractor must provide itemized documentation of any supply, part or
piece of equipment with their invoice.
I If applicable, a mark-up of subcontractor's labor, supplies/ materials and equipment
may be included; the Contractor must provide itemized documentation (including the
subcontractor's invoice) of any subcontractor's labor, supplies / materials, and
equipment.
I The County agrees to pay the Contractor for the amount of labor time spent by the
Contractor's employees, (number of hours times hourly rate), and for materials and
equipment used in the project (cost of materials plus the Contractor's mark-up).
Subcontractors will be paid by the contractor according to their submitted invoice(s)
then the contractor will be allowed to charge a markup accordingly.
✓ As a general business practice, the time and material invoices would include back-
up documentation for costs for supplies/materials, equipment rental, subcontractors,
etc. Invoices would include number of hours worked and billing rate by position (and
not company (or subcontractor) timekeeping or payroll records), material or
equipment invoices, and other reimbursable documentation for the project.
✓ Taxes, related fees, and ancillary charges may be transferred to the County in the
actual amount; however, mark-ups will not be allowed. Mark-ups will not be allowed
on sales tax, consumer fees or taxes, use and other similar taxes, or fees
associated with any work under this Agreement.
✓ Freight and shipping charges will be allowed if included in the quote and only
allowed to the amount support by back-up documentation. No mark-up will be
allowed for freight or shipping charges.
✓ If applicable, a ten (10%) percent mark-up of subcontractor's labor, subcontractor's
supplies / materials, subcontractor's equipment, rental equipment, contactor's
equipment, Contractor supplies/ materials, etc. will be allowed.
Page 14 of 22
Agreement#16-6640R"Uninterruptible Power Systems"
System Engineering International,LLC d/b/a Critical Power US
0V3
Contractors Responsibilities
The Contractor awarded for preventative maintenance inspection services, repair services, emergency
and for on-call services will provide:
1. All necessary labor, materials, equipment, tools, consumables, transportation, skills, and
incidentals required for the preventative maintenance inspection services, repairs, and on-call
services for the County's systems. Except as noted herein, travel, fees and surcharges will not
be accepted in conjunction with this contract, and such charges should be incorporated into the
pricing structure. A contractor will not be allowed to bill for administrative hours for invoicing,
providing back-up and supporting documentation, etc.
All work shall be a "turnkey" operation to include all repairs, site clean-up and restoring the
work area to its original condition. The resultant contract provides for any services deemed
necessary to complete the job, through means of Contractor in-house expertise or sub-
contracted work as needed (back-up documentation will be required for sub-contracted work).
The Contractor shall ensure that all areas and equipment (i.e. UPS units and systems,
batteries, etc.) be kept clean and free from dirt, dust and debris.
Where necessary, work shall include proper permitting, as required, and the Contractor shall be
responsible for permit submissions, unless otherwise instructed by the County. Permit fees
may be included as a line item on invoices/quotes with no markup.
The Contractor will maintain sufficient personnel to accomplish County's work schedule.
2. The Contractor will use technicians who are trained and experienced with brands serviced.
The Contractor's technicians will be available for response twenty-four (24) hours a day, seven
(7) days a week, 365 days per year for any emergency repairs. The Contractor shall provide
the County with an on-call telephone number for emergency service. The Contractor shall
employ an adequate staff of approved technicians to provide service taking into account
vacation and other leaves.
3. Response time: Emergency response shall be provided in no more than four (4) hours from
the time of the call. Non-emergency response within eight (8) hours is acceptable. For on-call
repairs, the Contractor must be on-site and repairs begun within twenty-four (24) hours of the
initial call being placed for all areas unless the County Representative approves a different
amount of time for response.
4. A qualified engineer (with all related licenses and certifications being current and in full force
and effect) with the experience and ability to "pull" all permits required for any and all system
renovations, when necessary and applicable.
There is a multitude and variety of different systems currently in place. All brands must be able
to be serviced by the vendor or the vendor use a subcontractor to service the equipment.
5. Call Schedule: Contractor will provide an on-call schedule twenty-four(24) hours a day, seven
(7) days per week, 365 days per year. The Contractor shall provide the County with an on-call
telephone number(s) for standard, technical, and emergency services.
6. Replacement / Repair Parts: All replacement / repair parts must be approved and be of
genuine and original manufacturer's parts. The Contractor will be required to provide proof of
the Original Manufacturer's parts through providing invoices or photographs at the time of
invoice submission.
Page 15 of 22
Agreement#16-6640R"Uninterruotible Power Systems"
System Engineering International,LLC d/b/a Critical Power USA ova
The Contractor shall be required to expressly warrant that all replacement are new and free
from defects, warranted for their merchantability and meet the performance specifications of
the original equipment. In the event a portion, or all of an order, is found to be defective when
delivered and/or installed, the Contractor shall immediately replace the equipment at no cost to
the County.
7. Warranties: All new equipment warranty work shall be provided by the original warranty
supplier. All warranty responsibility for previously purchased, but still under warranty,
equipment will continue to be provided by the original warranty supplier until expiration of the
warranty period. Upon expiration of the warranty period, responsibility for maintenance shall
automatically transfer to the Contractor, unless otherwise directed by the County representative
or designee.
All trouble calls shall be initially reported to the Contractor. If the trouble call involves a warranty
item, the Contractor shall notify the County representative or designee, who will then have the
responsibility of placing and tracking the warranty trouble call with the warranty supplier.
Maintenance of the warranty inventory list and the notification of a warranty trouble call to the
County representative or designee shall be provided by the Contractor at no additional cost to
the County.
Parts, replacement parts, and fixtures shall be new and warranted for a minimum of one (1)
year, or the maximum allowed by the manufacturer. All labor for repairs shall have a minimum
ninety (90) day warranty.
8. Additions and Deletions of Equipment: The County retains the right to add or to delete any
equipment from service provided under this Contract as described herein, upon written
notification by the County designee to the Contractor. Any additions or deletions shall be
handled by letter from the County representative or designee and approved by the
Procurement Strategist.
The County, or designee, shall attempt to provide advanced notice to the Contractor of all
additional and/or new equipment; however, should Contractor's personnel receive a
maintenance or repair call and records show that the individual piece of equipment is not
inventoried or covered by this Agreement, the Contractor personnel will perform repairs as if
equipment was covered by this Agreement and shall notify the County designee.
The County, or designee, will provide notice of additional equipment in writing to the
Contractor, whenever possible. The Contractor may then charge for that piece of equipment, as
described below, respectively, effective the date the Contractor was called for service on that
piece of equipment.
If removing equipment from coverage, the County Representative or designee shall provide
written or electronic notice to the Contractor. Equipment removed shall not be billed for the
month of removal. Any prepaid coverage fees will be refunded at a pro-rata amount to the
County in the form of a credit on the subsequent billing.
9. Records and Documentation: The Contractor is responsible to maintain and update records
for each type of equipment serviced. The documentation will include, and not be limited to,
records of all service calls, preventative maintenance performed, and any system
modifications, if applicable. The Contractor will maintain a service log at the site of each piece
of equipment maintained. The Contractor will not charge for any call back work. All recovery
reports shall be sent to the County contract manager, or their designee, noting date, type,
quantity, location, and disposal information.
Page 16 of 22
Agreement#16-6640R"Uninterruptible Power Systems"
System Engineering International,LLC d/b!a Critical Power USA S
10. Inspections: The County and the Contractor may conduct an inspection of the completed
services provided in response to any resulting purchase order. Any deficiencies noted during
an inspection shall be corrected before final acceptance. Such deficiencies will be corrected
within 24 hours after receipt of notification, at the Contractor's expense, or the County may
follow the provisions in Section 11c (below). Deductions may be imposed at the time of initial
notification for lack of performance.
If the Contractor fails to correct the defects within this time frame, the County shall be entitled
to have the work remedied, charge a deduction /fine (see Section 11 Performance Measures
and Section 12 Contract Deductions), and the Contractor shall be fully liable for all costs and
expenses reasonably incurred by the County.
11. Performance Measures: The Contractor shall maintain compliance with the following
performance measures:
a. The Contractor will provide 100% of all required reports and records within the time frame
specified to the County, or their designee.
b. The Contractor will advise the County, in writing, of any extenuating circumstances that will
prohibit the Contractor from meeting the above-outlined performance measures.
c. The Contractor will furnish all necessary labor, tools, equipment and services to perform
contracted services specified in the contract. The term contract officer or project manager
as used herein, shall mean the County Representative or designee. The Division
Management and/or County Representative shall be the final authority on any issues that
may arise as to the quality and acceptability of any work performed under this contract. If, in
the opinion of the County Representative or designee, any part of the Contractor's
performance becomes unsatisfactory; the County will immediately levy a deduction on the
Contractor's invoice for lack of service. This deduction will be one hundred and fifty dollars
($150) per occurrence, per day, plus actual cost to correct the violation. There will be no
cost to the County for re-works or for the vendor to resolve performance issues.
The County shall have the immediate right to complete the work to its satisfaction, through
the use of County employees or outside contractors as deemed necessary, the total sum of
the County employee's hours and materials cost(s) and/or outside vendor invoices shall be
immediately deducted from the Contractor's invoice.
13. Contract Deductions: It is the County's intent to have all tasks performed satisfactorily and
completed in accordance with the specifications and frequencies set forth under the contract. It
is important that the Contractor perform all tasks as prescribed. If any tasks are omitted or not
performed satisfactorily and completely and with the frequency designated by the contract, the
entire affected area as defined solely by the designated County representative or designee
shall be found to be a non-performance area and a deduction shall be levied.
The deduction will be one hundred and fifty dollars ($150) per occurrence, per day, plus actual
cost, including County employees labor, materials cost, outside vendor cost and any other
costs for the correction of the violation.
Deductions shall be administered through the County Representative or designee. Should the
Contractor wish to appeal these charges, they may do so in writing to the County
representative's Manager within three (3) days of receiving the fine / deduction notification.
The appeal should state dates, times and other associated facts, along with a clear description
of their argument or disagreement with the fine. The appeal should also reference this bid
Page 17 of 22
Agreement#16-6640R"Uninterruptible Power Systems'
System Engineering International,LLC d/b/a Critical Power USA
document and / or other supporting documentation. Should the appeal be rejected by the
County's Representative's Manager within three (3) days, the next appeal may then be made to
the County Representative's Director within three (3) days. Each of these appeals should be
made within three (3) days of the incident or notification (for the appeal to the Division). If a
resolution cannot be obtained through the Division Management Appeal process, the
Contractor will have the right to appeal within three (3) days to the Procurement Services
Division.
4
14. Clean-up: The Contractor shall be responsible for removing all debris from the site and
cleaning affected areas. The Contractor shall keep the premises free of debris and unusable
materials resulting from their work and as work progresses; or upon request by the County's
representative, shall remove such debris and materials from the property. The Contractor shall
leave all affected areas as they were prior to beginning work. There will be no cost to the
County for clean-up. If the Contractor does not follow this provision, there will be a deduction of
one hundred and fifty dollars ($150) per occurrence, per day, plus actual cost to correct the
violation.
Any deduction may be assessed after a minimum of one written warning.
15. Equipment Inventory: The Contractor shall, under no circumstances, remove any equipment
containing a County asset sticker. The Contractor shall request that, when replacing
equipment, the asset sticker be removed by an appropriate County staff member authorized to
adjust equipment inventory records.
16. Survivability Clause: The Contractor agrees, will honor, and finish work for any purchase
order that extends beyond the expiration date of the original solicitation and/or contract. These
purchase orders will survive and remain subject to the terms and conditions of the agreement
until the completion or termination of the purchase order.
Page 18 of 22
Agreement#16-6640R"Uninterruptible Power Systems"
System Engineering International,LLC d/b/a Critical Powe
Exhibit B - Fee Schedule
On-Call Mechanical Services:
Category i -of MeasureAfter'ffours art&
•
HolidaysnontiaYS-v9IY
Supervisor Per Hour $155.00 $185.00
Licensed Journeyman Per Hour $125.00 $165.00
Apprentice Per Hour $105.00 $145.00
Engineering/Design Per Hour $161.00 $189.00
Material Markup over Percentage
cost 20%
Markup over Sub- Percentage
Contractor cost 20%
The hourly rates only apply to time and materials quotes. These rates will not be used or
required for lump sum quotes. For lump sum quotes all three awardees (primary, secondary,
and tertiary) must provide a lump sum quote or explanation for a no quote.
Preventative Maintenance Inspection Services:
System Description Price Per Unit
. .
0 - 20 KVA $ 325.00
21 -40 KVA $ 355.00
41 - 80 KVA $ 395.00
Greater than 81 KVA $ 525.00
Off-hours surcharge $ 220.00
Page 19 of 22
Agreement#16-6640R"Uninterruptible Power Systems"
System Engineering International,LLC d/b/a Critical Power USA I
Exhibit C —Facilities Management Division UPS List
Bralid= Model ` Tag L ",;Description Lot bon
Liebert 37SA030A0C6D250 1327221 Npower 30-50 CCSO Naples Jail
Liebert 37BP030XFJ1BAL 1327224 Sealed Battery CCSO Naples Jail
Liebert 38SA015COCFJ 1345743 NX 10-15 INTBAT CCSO Naples Jail
Liebert 38BP120XPX1BNS 1734204 Sealed Battery CCSO Naples Jail
Liebert 38SA120AOA01 1734205 NX 80-120/NX 480V CCSO Naples Jail
Liebert MBP3225A00S3812 1738691 MBC/SLIM LN CAB CCSO Naples Jail
Brand Model ` sevidlhili ber` Description `Location
Eaton 9315-50-80 ET372ZBA09 VRLA Sealed Building Cl
Eaton 9355-10-15_32Batt BE301KBA12 VRLA Sealed, internal Building B
only
Eaton 9315-5080 EV473ZBA03 VRLA Sealed Building F
Eaton 9330-25-40 EU506AXX01 VRLA Sealed, internal Property Appraiser
only
Eaton 9330-25-40 EU506AXX18 VRLA Sealed, internal MV Tax Collector
only
Eaton 9330-10-20 EX062AXX14 VRLA Sealed, internal Eagle Creek Tax
only Collector
Eaton 9355-20-30 EY464KXX44 VRLA Sealed,internal Green Tree Tax
only Collector
Eaton 9330-10-20 EU384AXX02 VRLA Sealed,internal Immokalee Jail
only
Eaton 9355-20-30 EY155KXX14 VRLA Sealed, internal Development Services
only
Eaton 9355-20-30 EY354KXX24 VRLA Sealed, internal Immokalee Jail
only
Eaton Uknown-30-50 B250074 VRLA Sealed Orange Blossom Tax
Collector
Eaton 9390-40-80 EC232CBA03 VRLA Sealed Bldg W
FB255FBB10 Wilson Blvd.
Brand Model Serial-number , , Site . 'a '..,
APC Symmetra PX P10741170123, CCSO Special
SY4OK40F WF0749110601, Operations
PD0744160045
Page 20 of 22
Agreement#16-6640R"Uninterruptible Power Systems"
System Engineering International,LLC d/b/a Critical Power USA
`OHO
0
I
Exhibit D— Public Utilities Department UPS List
UPS modes and quantities are based approximates for each location. Units may be on a
scheduled maintenance to be replaced or battery replacement only.
North ( Q .111County Waiter Reclamation Fa lity
South Coy/lirWater ReclamationFacility .,;
Brand
Model - Quan t5 ,
APC BK350 350 15 Filters
Office
APC BE55OG 550 15 Computers
Smart UPS- PLCs/DEV
APC SMT1500 1500 33 Machine
Smart UPS-
APC SMT3000 3000 3 Plant Servers
;
WATER
Brand Model VA 'Quantity ,,- sed
UPS Pro- Plants/Well
APC BR1500G 1500 200 Sites
Plants/Well
Duracell Battery SLA12-7F 7AH 200 Sites
Batteries are used to replace bad batteries in
APC 1500's
IQ
Brand a Nadal Vii Q r>tl#y.., 3Where„use
IQ Pump
APC BK350 350 44 Stations
Smart UPS- IQ Pump
APC SMT750 750 2 Stations
Smart UPS-
10 Pump
APC SMT1500 1500 3 Stations
Smart UPS- IQ Pump
APC SMT2200 2200 1 Stations
PUMP STATIONS.".,
Brand. Medel VA Where used".
UPS Pro-
APC BR10O0G 1000 2 Pump Stations
Smart UPS
APC SMT1500 1500 4 Pump Stations
Smart UPS-
APC SMT2200 2200 1 Pump Stations
SOLA SDU500 500 2 Pump Stations
FERR FE500VA 500 1 Pump Stations
Page 21 of 22
Agreement#16-6640R"Uninterruptible Power Systems”
System Engineering International,LLC d/b/a Critical Power USA��
Exhibit E—Information Technologies Division UPS List
Site Name Address City-Zip Make/Model Size Serial Number Note
1899 Trade Naples- 18
North Naples Center Way 34109 Best Ferrups KVA EY425FN024
Naples- 18
WAW 1515 Benton Rd 34117 Best Ferrups KVA FE18K01243
13240 Powerware- 18
Corkscrew Immokalee Rd Naples 9170 KVA C6601N018KK022078
2901 County Naples- Powerware- 18
County Barn Barn Rd 34112 9170 KVA C6601N018KE050968
15669 Tamiami Naples- Powerware- 18
Krehling Trail E 34114 9170 KVA C6601N018KK022077
Chalet- 520 South Marco Island 18
Marco Island Collier Blvd -34145 Best Ferrups KVA FE18K01240
8075 Lely Naples- 80
ESC Cultural Pkwy 34113 Powerware 9390 KVA EB333CAA08 3 phase
Page 22 of 22
Agreement#16-6640R"Uninterruptible Power Systems"
System Engineering International,LLC d/b/a Critical Power USA
� DATE}PSiYr'FODFYY YYi
A =' c L CERTIFICATE OF LIABILITY INSURANCE DATE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR'PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
00. CONTACT
PRODUCER 1-414-443-0000 NAME.
Hays Companies of Wisconsin, Inc. PHONE FAXkAfC,lin RAIL Nu7.
E•MAIL.
1200 North Mayfair Road, Suite 100 ADDRESS
INSURERS)AFFORDING COVERAGiE. ..,. ... __... NAIC 5 ._
Milwaukee, WI 53226 INSURERA: CHARTER OAR FIRE INS CO 25615
INSURED INSURERS: TRAVELERS PROP CAS CO OF AMER 25674
Unified Power Acquisition Corporation; Unified Power INSURERC: CATLIN SPECIALTY INS CO 115989
Holdings, LLC; Power Protection Services LLC;
On Computer Services, LLC INSURER D
217 Metro Drive INSURERS
Terrell, TX 75160 INSURERF: -
COVERAGES CERTIFICATE NUMBER:47738493 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 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
;