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2019-920-E AMS - Hoffman Mechanical Solutions BOE HVAC repair
Revised 11/19 1 [Departmental Use Only] TITLE BOE HVAC FY 2019-20 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 6th day of January, 2020, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Hoffman Mechanical Solutions, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): to provide HVAC VRV services per attatched agreement dated 11/25/19 ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Revised 11/19 2 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): to provide HVAC VRV services per attatched agreement dated 11/25/19. 4. Duration of Services a. Term. The term of this Agreement shall be from 1/6/2020 to 1/31/2021. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Revised 11/19 3 accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 1/6/20. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Two Thousand Two Hundred Fifty Five and 0/100 Dollars ($2,255.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Angel Barnes) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Revised 11/19 4 a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days ’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Revised 11/19 5 Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Revised 11/19 6 g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Angel Barnes Hoffman Mechanical Solutions, Inc. P.O. Box 8181 P.O. Box 77319 Hillsborough, NC 27278 Greensboro, NC 27417-7258 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Revised 11/19 7 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ By: __________________________________ Wayne Stapleton, Printed Name and Title DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Version 08262019 Page 1 of 9 December 1, 2019 through November 30, 2020 Proposal Prepared for: Site Address: Orange County Board of Elections 208 S Cameron St. Hillsboro, NC Local HMS Office: Greensboro Prepared by: Wayne Stapleton Date: November 25, 2019 SC Mechanical Contractor #M113953 SC General Contractor # G120314 NC Mechanical License # 28275 TN Mechanical License # 71199 VA Mechanical License # 2705164248 DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Version 08262019 Page 2 of 9 Preventative Maintenance Service Agreement PURPOSE: The purpose of this service agreement is to ensure the Manufacturer's recommended preventative maintenance and service is performed on your HVAC equipment and components. Proper maintenance will insure efficient and effective equipment operation. CUSTOMER PHONE SUPPORT: Hoffman Mechanical Solutions, Inc. will provide phone support from certified HVAC Technicians during normal business hours. (M-F: 8am – 5pm excluding holidays) Phone support will allow your on-site employees to call for assistance with routine operation or basic troubleshooting. AFTER HOURS SUPPORT: Emergencies can and usually happen when you least expect them and many times on the weekends or after 5:00 PM. It is very important to Hoffman Mechanical Solutions, Inc. to provide support in all emergency situations for all of our customers. We have technicians available 24-7-365 via our emergency answering service. You can utilize this service in an after-hours emergency situation by calling: (855) 761-HVAC (4822) After receiving the call, our technician will first attempt to solve the issue via phone support. If the problem persists, we will discuss the urgency with you and dispatch a service technician to your site upon your approval. In the event of an emergency, Hoffman Mechanical Solutions, Inc. will respond to your need via phone support within 1 hour. Should the issue require a technician to respond, we will have someone at your site within 4 hours after original notification. DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Version 08262019 Page 3 of 9 Experience and Qualifications HMS has created a Team which is 100% dedicated to performing VRV/VRF Service. All team members have received Daikin factory authorized training and three (3) individuals have obtained “Daikin VRV Service Champion” status. Hoffman variable refrigerant technicians are properly equipped with laptop computers and the appropriate manufacturer specific software diagnostic / data logging tools required to work on VRV / VRF equipment. Each HMS variable refrigerant technician possesses and is trained on Daikin’s OEM “service checker” diagnostic software. VRV / VRF Equipment Background: Hoffman & Hoffman has represented VRV/VRF equipment since 2008. Originally, we sold Mitsubishi VRF equipment but later changed to Daikin VRV to better complement our line of traditional HVAC equipment. The total combined sales of these two product lines is greater than 30,000 tons of equipment on over 700 projects. HMS has been heavily involved with startup, commissioning, and warranty assistance on most of the equipment sold since January 2013. In addition to start-up and warranty support, HMS currently provides owner direct Preventative Maintenance Service Agreements to approximately 50 variable refrigerant customers. All our Daikin VRV service personnel are factory trained and equipped with specialized troubleshooting electronics and documentation. Vehicles used by these technicians are fully stocked to provide complete repairs to critical components on VRV equipment, without the need to reschedule for parts acquisition. Training Support: Hoffman & Hoffman provides Daikin VRV Factory Certified Technical Training for customers at three (3) different laboratory facilities within our Region including one in our Columbia, SC office. Each of these facilities has fully operational VRV equipment and systems inside the lab, as well as classrooms for lecture and presentations. Each technician is experienced at all aspects of VRV / VRF including new equipment commissioning, service repairs, and scheduled preventive maintenance. Each of these technicians share the following: 1. Technicians are factory trained with years of experience in servicing this type of equipment. 2. Technicians have all OEM recommended diagnostic equipment on their vehicle. 3. Technicians have specialized spare parts inventory on their service vehicle to restore operation of the equipment for most service calls. The spare parts list may be customized to meet the exact needs for the facility. 4. Technicians share an on-call rotation to make them available 24/7/365 for after-hours emergency service. 5. Factory direct support is available to all technicians. To compliment our variable refrigerant team, HMS also has diversified traditional HVAC service technicians in the area. Combined, our staff provides comprehensive HVAC service support to our customers. **Certificates are available upon request** DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Version 08262019 Page 4 of 9 Customer Benefits with Daikin VRV Preventive Maintenance Program x Coil Cleaning & Filter Changing (optional) - As the outdoor or indoor heat exchangers accumulate dust or pollen particulate, the VRV system compensates by increasing fan speeds. The results are higher energy costs, and capacity reduction at full load. x Confirm Proper Refrigerant Level - Any loss in refrigerant will affect the system’s capacity and efficiency. A low refrigerant condition will force the VRV compressor to increase speed in an attempt to circulate more refrigerant to the indoor units. This increases energy consumption and causes premature wear on the VRV compressor. x Daikin System Analyzing – Use of Daikin’s service checker / data logging equipment allows HMS to evaluate system performance and make recommendations for improvement. x DIII Network - Daikin’s DIII communication network transfers data between all equipment on the network. As part of our Preventative Maintenance Service Agreement, Hoffman will check the integrity of this communication buss which is critical to the efficient control of the entire system. x Many VRV systems include highly engineered and complex ancillary equipment such as 100% outside air units. Hoffman’s team of technicians is trained on equipment made by multiple manufacturers and has the expertise required to provide maintenance on the overall system. x OEM Parts Stock - The Hoffman Organization is a major parts and equipment distributor for Daikin. We have extensive inventory on hand in the event of a service emergency. x Service Discounts - Our Service Agreement Customers benefit from a discount on parts, equipment, and labor charges if a service call is needed. x Priority Response - Premium response time is given to our service agreement customers as a benefit to your preferred status. x In addition to our standard preventative maintenance offering, customers may elect to pre- purchase a block of hours to be used for non-preventative maintenance and/or repair services. These hours can be used at the customer’s discretion and may be applied to equipment not included in the PM agreement. x Maintain Performance - Our Daikin Factory Authorized preventive maintenance program provides evaluation of critical components and settings which may lead to recommendations on how to optimize performance, efficiency, and extended the lifespan of your VRV system. x Support facility staff and establish a schedule to provide seasonal inspections/maintenance. Ideally, the mutually developed schedule will allow time to address deficiencies before peak heating/cooling season and allow maximum facility uptime. DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Version 08262019 Page 5 of 9 Equipment List The following “Covered Equipment” will be serviced at: Inspection Schedule: Base Daikin VRV/VRF preventative maintenance service agreement: x Outdoor Units. o Investigate alarms. o Verify proper power supply. o Visually inspect electrical connections. o Visually inspect for signs of refrigerant leaks. o Visually inspect coil cleanliness. o Verify temperature and pressure sensor calibration. o Verify coil temperature control processes. o Verify proper refrigerant level. o Verify proper DIII communications. o Record operating data. x Indoor Units. o Investigate alarms. o Verify sensor calibration. o Verify fan operation. o Confirm start/stop command operation. o Verify indoor unit response to temperature setpoint changes. o Verify proper EEV control. o Verify proper Branch Selector box mode control. o Backup iTouch Manager/Controller database. (If equipped.) Quantity Manuacturer Model No. Notes 1 Daikin REYQ120TATJU HR Outdoor Unit 1 Daikin REYQ72TATJU HR Outdoor Unit 1 Daikin RXYQ96TTJU HP Outdoor Unit 2 Daikin BS10Q54TVJ Multi-port Branch Selector 1 Daikin BS8Q54TVJ Multi-port Branch Selector 19 Daikin FXZQ07TAVJU Fan Coil 5 Daikin FXZQ12TAVJU Fan Coil 2 Daikin FXMQ30PBVJU Fan Coil 1 Daikin FXMQ96MFVJU Outdoor Air Processor Orange County Board of Elections All Associated Daikin Central and Zone Controls Description Jan Feb Mar Apr May June July Aug Sept Oct Nov Dec VRV Cooling Performance Evaluation X VRV Heating Performance Evaluation X VRV Outdoor Unit Coil Cleaning X DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Version 08262019 Page 6 of 9 SERVICE AGREEMENT PRICING SUMMARY: For North Carolina Only – All taxes are excluded and will be added to the sell price listed. See NCDOR Form E-589CI. Unless stated otherwise, pricing for this plan is for a one (1) year term starting with the dates shown on the coversheet. Cancellation conditions are detailed in the “Terms and Conditions” section, attached and incorporated in this Proposal by reference. WORK ADDITIONAL TO BASE AGREEMENT: In the event work is required in addition to the base agreement, Hoffman offers the following labor rates/charges: OWNER RESPONSIBILITIES: x The Owner will operate all equipment per Manufacturer's recommendations and report unusual conditions to Hoffman Mechanical Solutions, Inc. x The Owner will provide safe and free access to the equipment and address any reported/known Safety deficiencies. Orange Co. Board of Elections Annual Quarterly Base Service Agreement 2,255$ 563.75$ -$ -$ Total = 2,255$ 563.75$ *Additional taxes may apply in the state of North Carolina. * Nominal equipment fees will apply as applicable to repair scope of work. Example - $50 per day for brazing/welding equipment and supplies. The intention is for Hoffman to recoup the consumable expense of providing specialty tools and materials of trade. This is NOT a source of profit for the service provider. Truck Charge $120/day $60/day 1.5 X Hourly Rate *Specialty Equipment Fees List Price 50% discount 1.5 X Hourly Rate HVAC Service Tech. - Apprentice $112.00 $82.00 1.5 X Hourly Rate Cooling Tower Technician $99.00 $82.00 1.5 X Hourly Rate HVAC Chiller Technician $142.00 $122.00 1.5 X Hourly Rate HVAC Service Technician $122.00 $102.00 1.5 X Hourly Rate VRV Service Technician $142.00 $122.00 1.5 X Hourly Rate HVAC Boiler Technician $142.00 $122.00 1.5 X Hourly Rate BAS Controls Technician $146.00 $126.00 1.5 X Hourly Rate ABB Drive Technician $142.00 $122.00 1.5 X Hourly Rate Hourly Rates for T&M Work Labor Classification Street Rate Service Agreement Rate Overtime Mon - Fri, 8 am - 5pm Mon - Fri, 8 am - 5pm (Excluding Holidays) After hours and Holidays DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Version 08262019 Page 7 of 9 GENERAL: x The Owner reserves the right to competitively bid equipment repair and/or replacement. x Hoffman Mechanical Solutions, Inc. personnel will comply with all Owner policies and procedures. x Additional work to be approved only by Owner authorized representative. x Hoffman Mechanical Solutions, Inc. personnel will be qualified and certified as needed to perform the work listed in this Service Agreement. x All materials and supplies will meet Manufacturer's specifications. x All work will be completed in a timely manner and will include clean-up. x Hoffman Mechanical Solutions, Inc. will provide the Owner with a preventative maintenance/log sheet for each piece of equipment inspected. Along with the Field Report, the log sheet will provide comprehensive information about the work performed and equipment condition. x Unless otherwise noted, Hoffman Mechanical Solutions, Inc. will provide all supplies/material/tools required to perform the preventative maintenance, service, and inspections listed in the contract. x The owner will be provided with all EPA required Refrigerant Management information. x All work performed will be warranted for 90 days on labor and 1 year on parts. GENERAL EXCLUSIONS: x Repairs – All repairs (labor and material) shall be performed as Time and Material and/or quoted price outside the scope of this agreement. x Overtime and/or premium time such as nights, weekends, and holidays. DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Version 08262019 Page 8 of 9 As a condition of this Proposal, all work performed by Hoffman Mechanical Solutions, Inc. shall be only in accordance with the Terms and Conditions, attached and incorporated herein by reference. In the event any terms of any other purchase order or project contract documents conflict with or add to the attached Terms and Conditions, those other terms are rejected by Hoffman Mechanical Solutions, Inc. Furthermore, this Proposal is contingent upon final approval of the Hoffman Credit Department and may be rescinded in the Company’s sole discretion. Proposal price will remain firm for a period of 30 days. On-site safety training and drug testing is not included in proposal unless noted. Hoffman Mechanical Solutions, Inc. will invoice quarterly in advance. Payment terms are net 30 days. Please feel free to contact me if you have any suggested changes. If accepted, sign and date below and return to Hoffman Mechanical Solutions, Inc. with purchase order information. Sincerely, WWayne Stapleton Proposal Accepted: _____________________________ _______________________________ Signature Date _____________________________ ________________________________ Please Print Name Title ______________________________ Purchase Order Number DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D Version 08262019 Page 9 of 9 TERMS AND CONDITIONS 8/16 “Hoffman” shall mean Hoffman Mechanical Solutions, Inc. “Customer” shall mean the owner, contractor, or other party entering into this Agreement with Hoffman to purchase services and/or goods. 1. Controlling Terms & Conditions: This Agreement, upon Customer’s acceptance, is limited to the terms and conditions stated herein, despite any additional or conflicting terms and conditions contained in any other purchase order, any other document presented by Customer, or any contract document between Customer and any third-party (i.e. an owner, other contractor, etc.), all of which additional or conflicting terms a re hereby rejected by Hoffman. No waiver of, or modification to, these Terms and Conditions shall be valid, unless made in writing and signed by an authorized representative of Hoffman. The terms of any written proposal / quote made by Hoffman (“proposal”) and these Terms and Conditions shall constitute the entire agreement of the parties. 2. Acceptance: Any Hoffman proposal expires if not accepted by Customer within thirty (30) days from the date of the proposal. Prices of goods are firm after acceptance provided the Customer releases the order within sixty (60) days of placing the order. Typographical and clerical errors in quotations, orders and acknowledgments are subject to correction. Customer is deemed to have accepted any Hoffman proposal, including these Terms and Conditions, when Customer either (a) receives and retains an acknowledgement from Hoffman without written objection for ten (10) days, (b) accepts delivery of all or any part of any goods ordered, (c) provides to Hoffman delivery / performance dates, shipping instructions, start-up instructions, or other instructions evidencing acceptance, (d) engages or directs Hoffman to begin performance of any serv ices acquired, or (e) otherwise executes or assents to any proposal or these Terms and Conditions. If Customer accepts any proposal, without the addition of any other terms and conditions or any other Customer modification, Customer’s order shall be deemed acceptance of the proposal subject solely to Hoffman’s terms and conditions. If Customer’s order is expressly conditioned upon Hoffman’s acceptance or assent to terms and/or conditions other than those stated herein, return or acknowledgement of such order by Hoffman with Hoffman’s Terms and Conditions attached or referenced serves as Hoffman’s notice of objection to, and rejection of, Customer’s terms and as Hoffman’s counter-offer to provide goods and/or services in accordance with the proposal and Hoffman’s Terms and Conditions. If thereafter Customer does not reject or object in writing to Hoffman within ten (10) days by written notice to Legal@hoffman-hoffman.com, Hoffman’s counter-offer will be deemed accepted by Customer. In any event, Customer’s acceptance of all or any part of any goods ordered will constitute Customer’s acceptance of Hoffman’s proposal subject to Hoffman’s Terms and Conditions. 3. Additional Services / Materials: As work progresses, there may be a need for additional services or goods, which could not be anticipated at the time this Agreement was entered. Hoffman shall notify Customer of the description and price for such additional work or material, and if Customer authorizes Hoffman to proceed with the additional work or materials, the contract price and dates of completion shall be adjusted accordingly. 4. Terms of Payment / Taxes: Payment is due net thirty (30) days from date of Hoffman’s invoice to Customer. Interest at the rate of 1 1/2% per month (or the highest interest rate allowed by applicable law, if lower) may be charged after the 30-day period until payment is received. Customer shall pay all costs of collection incurred by Hoffman including, but not limited to, reasonable attorneys’ fees, collection fees and court costs. Hoffman may suspend all further services and transactions (regardless of their status) without liability if Customer’s account is more than thirty (30) days past due or if Customer’s credit, in the sole judgment of Hoffman, is impaired at any time. Partial invoices may be submitted for any portion of completed work and/or delivered materials. While risk of loss passes to Customer, Seller will have a purchase-money security interest in all goods (including any accessories and substitutions) purchased under this Agreement to secure payment in full of all amounts due Hoffman, and the u nderlying proposal, together with these Terms and Conditions, form a security agreement (as defined by the UCC.) Customer shall keep all goods purchased under this Agreement free of all taxes and encumbrances, shall not rem ove said goods from their original installation point and shall not assign or transfer any interest in said goods until all payments due Hoffman have been made. The purchase-money security interest granted herein attaches upon Hoffman’s acceptance or acknowledgment of this Agreement and Customer’s receipt of said goods, but prior to installation. Customer will have no rights to set off against any amounts which become payable to Hoffman under this Agreement or otherwise. Customer is responsible to pay in full for the services and/or goods provided by Hoffman regardless of whether such goods or services are funded for Customer pursua nt to any extraneous contract and/or by an applicable project owner or contractor. Notwithstanding any Customer form or document to the contrary, Hoffman shall not release any rights to make a lien and/or bond claim, or other claim for damages, in connect ion with its work or anticipated work (including the sale of goods and/or services) until Hoffman has obtained payment in full for such work and any damages. Unless otherwise agreed by Hoffman in writing, Customer shall pay to Hoffman, in addition to the contract price, all sales, use, excise, privilege or other taxes imposed by any local, state or federal taxing authority payable in connection with the services and/or goods furnished hereunder. 5. Shipments / Claims: Any shipment of goods is at Customer’s risk, f.o.b. factory, or if shipped from another location, f.o.b. point of shipment, with charges either allowed, added to invoice, or collected as noted. Any claims for damage or shortage or loss in transit must be filed by Customer against the applicable carrier. 6. Warranties: Upon condition that Hoffman receives payment in full for all amounts owed, Hoffman (a) extends to Customer the manufacturer’s warranty (a copy of which is available upon request) on any goods purchased, and said manufacturer’s warranty is in lieu of any warranties contained in any applicable project contracts, conditions, plans, or specifications, an d (b) warrants that the labor it provides will be performed in a workmanlike manner in accordance with industry standards. No claim for defective workmanship under this warranty may by brought unless Customer provides Hoffman with written notice of such def ect within ninety (90) days from the date such services are performed. HOFFMAN MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. Limitation of Remedy and Liability: HOFFMAN’S MAXIMUM LIABILITY (HOWEVER ARISING) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID HOFFMAN UNDER THIS AGREEMENT FOR ANY GOODS AND/OR SERVICES WHICH ARE THE CAUSE OF ANY LOSS OR DAMAGE TO CUSTOMER. HOFFMAN SHALL HAVE NO LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, INCOME, PROFIT OR PRODUCTION, LOST DATA, SPOILAGE, DELAY, OR INCREASED COST OF OPERATION. SAID EXCLUSIONS APPLY EVEN IF HOFFMAN HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGES OR IF SUCH POSSIBLE DAMAGES WERE REASONABLY FORESEEABLE. In addition to the foregoing, Hoffman’s liability shall be further limited to only that proportion of the loss or damage suffered by Customer which is directly caused by, and the fault of, Hoffman. Hoffman shall have no responsibility for misuse of any system or goods by the Customer or third-parties, for the negligence of Customer or third-parties, for the design of the system, or for obsolescence, failure of, or damage to equipment caused by power interruptions, low voltage, burned out fuses, single phasing, phase reversal, low water pressure, vandalism or other deficiencies or causes beyond Hoffman’s control. Customer acknowledges that Hoffman is not responsible for the design of goods or services purchased and did not participate in any project planning or design in connection with such goods or services. 8. Indemnification / Insurance: To the fullest extent permitted by law and except as provided in this Paragraph, Customer shall indemnify, hold harmless and defend Hoffman and its directors, officers, employees and agents from and against all claims, demands, liabilities, suits, judgments, awards, or expenses of any kind (including reason able attorneys’ fees and costs incurred defending such claims or demands regardless of whether they result in legal action or are prosecuted to final judgment or award), which result from any alleged damage, loss of and/or injury to property, or injury to and/or death of any person, arising from Customer’s purchase or use of goods sold or services provided by Hoffman. Customer shall indemnify Hoffman against, without limitation, liability arising from any acts or omissions whether deemed negligent, accidental or intentional, which is caused, in part, by the active or passive negligence or other fault of Hoffman. To the fullest extent permitted by law, the obligations of defense and indemnification set forth herein shall be binding upon Customer no matter what the nature of the claim asserted may be (whether it be for negligence, warranty, strict liability, or otherwise) and shal l be binding even if Hoffman is alleged or proven to have acted negligently; provided, however, that Customer shall have no obligat ion to provide indemnification to Hoffman if the claim asserted arises in negligence and is finally adjudicated to have arisen solely from the negligence of Hoffman. Customer shall also indemnify and hold harmless Hoffman from all liability for taxes owing in connection with its purchase of goods and/or services. The obligations and rights to indemnity herein shall not negate, abridge or reduce other such rights or obligations under law. Hoffman shall only be required to name Customer as an additional insured to the coverage types listed on Hoffman’s standard Certificate of Insurance (attached as Exhibit A or available upon request). In no event does Hoffman waive any rights of subrogation. 9. Claims Resolution / Governing Law: All claims and disputes between Customer and Hoffman arising out of or relating to performance and/or breach of any agreement shall be decided by bin ding arbitration in accordance with the Construction Industry Arbitration rules of the American Arbitration Association (AAA). Notice of Demand for Arbitration must be filed in the regional office of the AAA in Charlotte, North Carolina, and the filing p arty must serve such Notice upon the other party in accordance with AAA rules. The procedural and substantive law of the State of North Carolina shall apply in and to all such arbitration proceedings, and Greensboro, North Carolina, shall be designated as the locale for any such proceedings. Both parties will have the right to conduct discovery in accordance with the Federal Rules of Civil Procedure within reasonable time limitations imposed by the AAA or the arbitrators. Any award arising from such proceedings shall be final and binding upon the parties and enforceable in accordance with the Federal Arbitration Act. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. 10. Delays / Penalties / Force Majeure: Delivery dates are approximate and not guaranteed. In no event and under no circumstances whatsoever, will Hoffman be l iable for any damages or expenses caused by any failure or delay in making delivery of goods or in performing services hereunder. No penalty clause or liquidated damages of any kind (for delays or otherwise) apply to Hoffman unless pre-approved in writing by a Hoffman officer. Furthermore, in no event and under no circumstances whatsoever, will Hoffman be liable under this Agreement for any event of force majeure, an event or cause beyond the reasonable control of Hoffman. 11. Customer Responsibility: Customer shall provide Hoffman’s personnel with a safe work environment in which to perform their services under this Agreeme nt and provide Hoffman personnel with required utilities (water, electricity, compressed air, etc.) and reasonable access to Customer’s facilities (elevators, receiving dock, etc.). Customer shall provide adequate service access space and shall remove any stock, fixtures, partitions, etc. necessary to perform the service. Customer shall promptly notify Hoffman of any unusual operating conditions. 12. Hazards: Hoffman is not responsible for the identification, detection, abatement, encapsulation or removal of hazardous substances, su ch as (without limitation) asbestos, products or materials containing asbestos, mold, fungi, mildew, or bacteria. In the event Hoffman encounters any such hazardous substance or condition in the course of its a ctions under this Agreement, Hoffman may suspend its work and remove its employees from the subject project, until any such hazardous substance or condition no longer exists. Hoffman shall receive an extension of time to complete its work and additional compensation for delays encountered as a result of any such situation. At all times now and in the future, Hoffman takes no responsibility for and makes no representations or warranties concerning any existing or future hazardous substance or condition (i .e. mold) or the remedy or prevention thereof. Furthermore, Customer has a duty to alert Hoffman of any known or likely potential hazards at any project site where Hoffman’s representatives and affiliates may be present in connection with this Agreement. 13. Refrigerant: Customer shall be responsible for any expense in connection with the modification, removal, replacement or disposal of any refrigerant, as required by law. 14. For Periodic Maintenance Contracts (“PMCs”) (Section 14 only applies to PMCs): a. Price: Any PMC price may be adjusted by Hoffman at the end of each contract year upon at least thirty (30) days prior written notice. The PMC price is also predicated on Hoffman providing service during regular working hours on regular working days unless otherwise specified in writing by Hoffman. If Customer requests that work be performed other than during such regular working hours or days, Customer shall pay Hoffman any additional charges that arise, including the costs of premium / overtime pay. b. Termination: Unless otherwise required in writing by Hoffman, any PMC may be terminated by either party as of the beginning of the next contract year upon at least thirty (30) days prior written notice to the other. c. Covered Goods/Services: Only goods and/or services specifically enumerated in any PMC are covered by such PMC, and such PMC’s terms govern what repairs or remedies, if any, are available. 15. Termination: Hoffman may terminate any of its obligations under this Agreement, if Customer fails to pay amounts owing to Hoffman when due, fails to perform or comply with any material provision of this Agreement, or otherwise breaches this Agreement, if such failure or breach is not cured within ten (10) business days after receipt of written notice from Hoffman. Upon termination by either Party, Customer shall be liable to Hoffman for all goods (including any goods specially ordered, but not delivered) and services provided and all damages and losses sustained by Hoffman, including lost profits. 16. Equal Employment Opportunity / Affirmative Action Clause: Hoffman and Customer shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, co lor, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status. 17. Government Contracts / Disadvantaged Business Entities: If Customer’s purchase of services and/or goods is in any way connected to any federal, state, or local government project , which implicates or utilizes any Small, Minority or Disadvantaged Business incentives or qualifications (or other similar laws or regulations), Customer represents and certifies to Hoffman that Customer is performing a co mmercially useful function on such project. DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D 12/11/2019 M&P Specialty Insurance 1179 Sunset Blvd. P.O. Box 4119 West Columbia SC 29171 Grayson Posey (803) 936-1601 (803) 936-1366 gposey@mpspecialty.com Hoffman & Hoffman Inc.; Hoffman Mechanical Solutions, Inc.; Hoffman Building Technologies, Inc.; Heat Transfer Sales, LLC 3816 Patterson Street Greensboro NC 27407 National Union Fire Insurance Company of Pittsburgh 19445 Travelers Property and Casualty Co. of America 25674 New Hampshire Insurance Company 23841 19-20 REG, AI, WOS A GL 5268210 04/01/2019 04/01/2020 1,000,000 500,000 25,000 1,000,000 2,000,000 2,000,000 A Hired Autos Non-Owned CA 4489703 04/01/2019 04/01/2020 1,000,000 B 10,000 ZUP-15T34647-19-NF 04/01/2019 04/01/2020 10,000,000 10,000,000 C N WC 015893762 04/01/2019 04/01/2020 1,000,000 1,000,000 1,000,000 Orange County P.O. Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 4EBCEE15-C560-4E89-8C87-EA0F43F3CA6D