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HomeMy WebLinkAbout2021-022-E AMS-Hoffman Mechanical Solutions, Inc. BOE Daiken service agreement DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA [Departmental Use Only] TITLE BOE Daiken SAP FY 2020-2021 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a body politic organized under the laws of the State of North Carolina, (the "County"), and Hoffman Mechanical Solutions, Inc (the "Provider"). WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the services set out below to the County in accordance with the terms of this Agreement,time being of the essence. The services or materials or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Board of Elections Daiken Equipment PM Service Agreement. The term of this agreement rendered shall be from January 21, 2021 to December 31,2021. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed Two Thousand, Six Hundred Thirty-Two Dollars, ($2,632.00). Payment shall be made within thirty(30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Revised 07/20 1 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA 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 be designated here 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. 5. Indemnity: To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree this Agreement is governed by the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran eg cough og v/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, Revised 07/20 2 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys' fees. 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable 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. IN WITNESS WHEREOF,this Agreement is effective upon its execution by Orange County and the Provider. ORANGE COUNTY PROVIDER D S'g tlby: D.USignetl by: ...S I,dby:AI1} 1/20/2021 �1„,:k,�,,,,, 1/14/2021 By:[ g^'•✓ By. �9i4i545BB95AM19B Department Director Title: President 200 S. Cameron St. Hoffman Mechanical Solutions, Inc P.O. Box 8181 104 Vantage Point Drive Hillsborough,NC 27278 Cayce, SC 29033 Revised 07/20 3 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Hoffman Mechanical Solutions, Inc Party/Vendor Contact Person: Dan K. Epperson (dan.gpperson(a)hoffinech.com) Contact Phone: 803.451.8361 Party/Vendor Address: 104 Vantage Point Drive City Cayce State: SC Zip: 29033 Department: AMS Amount: $2,632.00 Purpose: Board of Elections Daiken Service Agreement Budget Code(s): 61370035-800000-30018 Vendor # 65278 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective Date 1/21/2021 Approved by Board Yes❑No® Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: D Sig b C Department Director's Signature fw�fink Date: 1/14/2021 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards, specifications,and requirements: D. Sig g by: Office of the Risk Management Office QGsa(anu$e Date:1/15/2021 Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: P( D...Sign by: Office of the Chief Financial Officer 0 Date: 1/19/zozl Legal Services This agreement is approved as to legal form and sufficiency: D 5'g g by: Office of the County Attorney Att J69,f�,hyviv, Date:1/20/2021 ass�,caarasga Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 4 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA H MS HOFFMAN MECHANICAL SOLUTIONS RService Agreemeant. 1&"-"'D' AJFKJFN January 1, 2021 through December 31, 2021 Proposal Prepared for: ORANGE COUNTY NORTH CAROLINA Site Address: Orange County Board of Elections 208 S Cameron St. Hillsboro, NC Local HMS Office: Greensboro Prepared by: Wayne Stapleton Date: January 7, 2021 SC Mechanical Contractor#M113953 SC General Contractor#G120314 NC Mechanical License#28275 TN Mechanical License#71199 VA Mechanical License#2705164248 Page 1 of 8 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA H V HOFFMAN MECHANICAL SOLUTIONS 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. Page 2 of 8 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA H V HOFFMAN MECHANICAL SOLUTIONS 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. Page 3 of 8 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA H V HOFFMAN MECHANICAL SOLUTIONS **Certificates are available upon request** Customer Benefits with Daikin VRV Preventive Maintenance Program • 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. • 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. Daikin System Analyzing — Use of Daikin's service checker/ data logging equipment allows HMS to evaluate system performance and make recommendations for improvement. • 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. • 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. • 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. • Service Discounts - Our Service Agreement Customers benefit from a discount on parts, equipment, and labor charges if a service call is needed. • Priority Response - Premium response time is given to our service agreement customers as a benefit to your preferred status. • 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. • 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 extendeEl the lifespan of your VRV system. • 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. Page 4 of 8 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA H V HOFFMAN MECHANICAL SOLUTIONS Equipment List The following"Covered Equipment" will be serviced at: Orange County Board of Elections 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 BSIOQ54TVJ Multi-port Branch Selector 1 Daikin BS8Q54TV1 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 All Associated Daikin Central and Zone Controls Inspection Schedule: 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 Base Daikin VRV/VRF preventative maintenance service agreement: • 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. • 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.) Page 5 of 8 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA H MS HOFFMAN MECHANICAL SOLUTIONS 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-589CL 208 S Cameron St., Hillsborough, NC 27278 Annual Quarterly Base Service Agreement $ 2,632 $ 658.00 *Price does not include taxes Total = $ 2,632 $ 658.00 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: Hourly Rates for T&M Work Street Rate Service Agreement Overtime Rate Labor Classification Mon - Fri, 8 am- 5pm After hours and Mon - Fri, 8 am- 5pm (Excluding Holidays) Holidays BAS Controls Technician $150.00 $130.00 1.5 X Hourly Rate ABB Drive Technician $146.00 $126.00 1.5 X Hourly Rate VRV Service Technician $146.00 $126.00 1.5 X Hourly Rate HVAC Boiler Technician $146.00 $126.00 1.5 X Hourly Rate HVAC Chiller Technician $146.00 $126.00 1.5 X Hourly Rate HVAC Service Technician $126.00 $106.00 1 1.5 X Hourly Rate HVAC Service Tech. - Apprentice $106.00 $86.00 1.5 X Hourly Rate Cooling Tower Technician $103.00 $86.00 1.5 X Hourly Rate Truck Charge $120.00 $60/day *Specialty Equipment Fees List Price 50%discount * 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. OWNER RESPONSIBILITIES: • The Owner will operate all equipment per Manufacturer's recommendations and report unusual conditions to Hoffman Mechanical Solutions, Inc. • The Owner will provide safe and free access to the equipment and address any reported/known Safety deficiencies. GENERAL: • The Owner reserves the right to competitively bid equipment repair and/or replacement. • Hoffman Mechanical Solutions, Inc. personnel will comply with all Owner policies and procedures. • Additional work to be approved only by Owner authorized representative. Page 6 of 8 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA H V HOFFMAN MECHANICAL SOLUTIONS • Hoffman Mechanical Solutions, Inc. personnel will be qualified and certified as needed to perform the work listed in this Service Agreement. • All materials and supplies will meet Manufacturer's specifications. • All work will be completed in a timely manner and will include clean-up. • 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. • 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. • The owner will be provided with all EPA required Refrigerant Management information. • All work performed will be warranted for 90 days on labor and 1 year on parts. GENERAL EXCLUSIONS: • Repairs —All repairs (labor and material) shall be performed as Time and Material and/or quoted price outside the scope of this agreement. • Overtime and/or premium time such as nights, weekends, and holidays. 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, w2 U vue .stop Leto VA Proposal Accepted: Signature Date Please Print Name Title Purchase Order Number Page 7 of 8 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA H MS HOFFMAN MECHANICAL SOLUTIONS 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 Customers 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 are 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 services acquired,or(a)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 underlying 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 remove 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 pursuant 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 connection 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,and(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 defect 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 reasonable attomeys'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 shall be binding even if Hoffman is alleged or proven to have acted negligently;provided,however,that Customer shall have no obligation 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 binding 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 party 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 Maieure: Delivery dates are approximate and not guaranteed.In no event and under no circumstances whatsoever,will Hoffman be liable 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 Agreement 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,such 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 actions 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,color,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 commercially useful function on such project. Version 08262019 Page 8 of 8 DocuSign Envelope ID:A91745B2-0048-49DC-B6BF-676F03362AEA DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 03/19/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Grayson Posey NAME: M&P Specialty Insurance aCONNo Ext: (803)936-1601 aC,No): (803)936-1366 1179 Sunset Blvd. E-MAIL gposey°� pp y m s ecialt .com ADDRESS: P.O.Box 4119 INSURER(S)AFFORDING COVERAGE NAIC# West Columbia SC 29171 INSURERA: National Union Fire Insurance Company of Pittsburgh 19445 INSURED INSURER B: Travelers Property and Casualty Co.of America 25674 Hoffman&Hoffman Inc.;Hoffman Mechanical Solutions,Inc.; INSURER C: New Hampshire Insurance Company 23841 Hoffman Building Technologies,Inc.;Heat Transfer Sales,LLC INSURER D: 3816 Patterson Street INSURER E: Greensboro NC 27407 INSURER F: COVERAGES CERTIFICATE NUMBER: 20-21 REG,Al,WOS 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. INSR TYPE OF INSURANCEADDLSUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR PRIM SES Ea oNcE ence $ 500,000 MED EXP(Any one person) $ 25,000 A GL 5268210 04/01/2020 04/01/2021 PERSONAL&ADV INJURY $ 1,000,000 MOTHER LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JECT: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED CA4489703 04/01/2020 04/01/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 10,000,000 B EXCESS LABCLAIMS-MADE ZUP-15T34647-20-NF 04/01/2020 04/01/2021 AGGREGATE $ 10,000,000 DED I X1 RETENTION $ 10,000 $ WORKERS COMPENSATION X STATUTE EREIR H AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ C OFFICER/MEMBER EXCLUDED? NIA WC 015893762 04/01/2020 04/01/2021 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Orange County ACCORDANCE WITH THE POLICY PROVISIONS. P.O.Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough NC 27278 1w ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD