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2022-392-E-AMS-Brady Services-Annual Service
Revised 07/20 1 [Departmental Use Only] TITLE Service Aggrement FY 2022/2023 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 5th day of August, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Brady Services, (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): Services Agreement for Preventative Maintenance for various Orange County buildings. Please see attached Proposal dated 07/19/2022, Contract Number: #721441CRLL . 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 DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Revised 07/20 2 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii)Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii)The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv)Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v)If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi)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. vii)Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Revised 07/20 3 3.Basic Services a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Annual Service Agreement for Preventative Maintenance. See Attached Proposal dated 07/19/22. 4.Duration of Services a.Term. The term of this Agreement shall be from 07/01/2022 to 06/31/2023. b.Scheduling of Services. i)The Provider shall schedule and perform its activities in a timely manner. ii)Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii)The Commencement Date for the Provider's Basic Services shall be 07/01/2022. 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 Thirteen Thousand Sight Hundred Forty Four Dollars ($13844.00). 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 (Allison Cooper) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Revised 07/20 4 Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7.Insurance a.General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8.Indemnity a.Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9.Amendments to the Agreement a.Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10.Termination a.Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b.Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Revised 07/20 5 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c.Compensation After Termination. i)In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii)Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d.Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e.Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11.Additional Provisions a.Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. 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 DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Revised 07/20 6 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. 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 or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Revised 07/20 7 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 Attention:Allison Cooper P.O. Box 8181 Hillsborough, NC 27278 Provider’s Name Brady Trane Services, Inc. Attn Legal Notices 2025 16th Street Greensboro, NC 27405 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Revised 07/20 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley By: __________________________________ Jason Patterson Printed Name and Title DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 8/10/20228/23/2022 Revised 07/20 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Brady Services Party/Vendor Contact Person: Lina Lindberg (lina.lindberg@bradyservices.com) Contact Phone: 919-357-0894 Party/Vendor Address: 2025 16th Street City Greensboro State: NC Zip: 27405 Department: AMS Amount: $13844.00 Purpose: Annual Service Agreement for Prevenative Maintenance to various OC buildings FY22_23 Budget Code(s): 10240320-630000 Vendor # 35152 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 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: Department Director’s Signature ________________________________________ Date: ________ 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: 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: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board 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:_________ DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 8/10/2022 8/22/2022 8/22/2022 8/22/2022 Revised 07/20 10 DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Proposal Prepared For Orange County Government PO Box 8181 Hillsborough, NC 27278 7/19/2022 Contract Number: #721441CRLL Contract Type: Preventative Maintenance Attention: Paul Sorrell Site Address: Various Bldgs. Lina Lindberg Brady Services Strategic Accounts Manager DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 2 MSNC111120 Brady Scheduled Service Agreement Scope of Mechanical Services- Standard Inclusions Provided in your Scheduled Service Agreement: Scheduled Maintenance Scheduled number of specific service events and associated labor performed during Brady normal business hours as outlined in the Equipment Coverage and Services section of this Agreement. Basic materials and supplies determined necessary by the Brady technician for the normal performance of scheduled maintenance are covered by the annual fee and include grease, oil, cleaning solvents, and wiping cloths. Refrigerant Management This scope includes: Brady technicians will capture and track all refrigerant activity performed by Brady for each piece of covered equipment. Refrigerant Usage Reports can be generated annually. Trane Laboratory Anal ysis The Brady Chemical Laboratory performs routine analysis and trending of oil, absorption solutions, and refrigerants as required. Equipped with this knowledge and Brady’s extensive experience we can identify and head off potential system failures more definitively than service providers who depend on third party testing laboratories. Additional services specified in Available Optional Services section and Service Schedules attached. DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Equipment Coverage and Services The following equipment or systems are covered as part of this agreement: QTY EQUIPMENT MANUFACTURER MODEL NO. SERIAL NO. SCHEDULE* INSPECTIONS 1 Hot water boiler- WCOB Lochinvar CHN1801 C09H00217662 67 1 1 Hot water boiler- WCOB Lochinvar CHN1802 114911275238 67 1 1 Hot water boiler- Library Lochinvar CHN1801 D09H00218327 67 1 1 Hot water boiler- Whitted Benchmark G020794 67 1 1 Hot water boiler- Whitted Benchmark G020795 67 1 1 Hot water boiler- Animal Services Raypak H11125C 1506403197 67 1 1 Hot water boiler- Animal Services Lochinvar CHN1801 D09H217801 67 1 1 Hot water boiler- Animal Services Lochinvar CHN11125 0809287471 67 1 1 Air cooled chiller Carrier 30RB250 2614Q80896 3 2 Schedules are detailed in the Appendix. MSNC021720 3 DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 4 MSNC111120 Available Optional Services Included Service Yes No Oil sample analysis for acid, moisture (rotary and cast iron compressors) and wear metals content (centrifugal chillers). (Lithium Bromide & water analyses for absorption chillers.) To be performed one (1) time(s) per year. Vibration analysis to be performed one (1) time(s) per year. Eddy current analysis of the condenser tubes for defects (suggested every 3 years). Removal of non- connection head is NOT included (to be performed by customer). Parts are NOT included. Annually, perform visual inspection of condenser tubes. Removal of non-connection head is NOT included (to be performed by customer). Parts are NOT included. Annually, furnish labor for brush cleaning of condenser tubes, as indicated by visual tube inspection. Chemical cleaning is NOT included. Removal of non-connection head is NOT included (to be performed by customer). Parts are NOT included. Training of Customer personnel on job site. Training shall be equivalent to two (2) hours annually for mechanical systems training. Assured Service Contracts - REPLACEMENT PARTS AND COMPONENTS. This includes all parts, refrigerant (excluding CFC base refrigerants), oil and other material to complete repairs. Assured Service Contracts - REPAIR LABOR. This includes all labor to diagnose, repair, or replace failed components of the equipment covered under the provision of this agreement. All repairs will be performed during normal working hours. If Customer desires, repairs may be performed on overtime with Customer paying the difference between regular and overtime labor rates. Assured Service Contracts - (24) HOUR LABOR COVERAGE. This includes emergency service and minor repairs on 7 days per week, 24 hours per day basis. Additional leak tests to be performed one (1) time(s) per year (ASHRAE guidelines suggest 2 leak tests per year). Disposal of used refrigeration oil per EPA Guidelines. Annually clean condenser coil (air cooled). Chemicals are included. Annually clean cooling coil. Chemicals are NOT included. (Note: If coils must be cleaned after hours, customer will be charged the difference between regular and overtime rates.) Change air filters four (4) times per year. Filters are NOT included. Belts to be changed one (1) time(s) per year. Belts are NOT included. Materials and cleaning supplies used during the performance of inspection tasks listed on attached schedule(s). Walk-thru VISUAL inspection of listed equipment four (4) times per year. Normal W orking Hours: All services are provided during normal working hours, which are defined as 8:00 am – 4:00 pm Monday through Friday (except holidays) unless specified differently herin. Any work performed outside of the normal working hours will be considered as overtime, and will be charged at the prevailing overtime rates. Brady Trane Service, Inc. is the sole shareholder of Brady Integrated Security, Inc., Brady Parts, Inc., Brady Services, Inc., Brady Sales and Service, Inc., and J. Brady Contracting, Inc. Brady Trane Service, Inc. is an NC Engineering Corporation and holds the following licenses: NC Engineering (License #F-1317), NC Mechanical Contractor (License #20378- Heating Group 1 Class I, Heating Group 2, Heating Group 3- Class I and Plumbing Class I), SC Engineering (COA #5293), SC Mechanical Contractor (License #102151), SC General Contractor (License #119308), and SC Boiler Classification (under SC General Contractor License #119308). J. Brady Contracting, Inc. is an NC Unlimited General Contractor (License #63159). Brady Services, Inc. holds the following licenses: NC Electrical Contractor (License #U.16761) and GA Boiler (COA #B-3873). Brady Integrated Security, Inc. holds the following licenses: NC Burglar Alarm (License #2595-CSA) and NC Low Voltage Electrical (License #SP.FA/LV.25289). DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 5 MSNC111120 By: Title: Date: BRADY SCHEDULED SERVICE AGREEMENT Pricing and Acceptance Paul Sorrell Orange County Government PO Box 8181 Hillsborough, NC 27278 Site Address: Various Bldgs. Brady Service Agreement Subject to approval of customer’s credit, Brady agrees to provide the services and inspect and maintain the equipment listed in the attached Schedules of the Equipment Coverage section hereof and provide those services indicated under the Service Procedures Schedule and Options Schedule according to the terms of this agreement, including the General Provisions and Special Terms and Conditions as applicable. As a part of this agreement, Brady agrees to give preferential service to the customer over non-contract customers. All labor not covered under this agreement will be provided at the preferred customer discount rate of 20% less than our CURRENT non-contract holder standard rates. Payment and Service Fee Customer agrees to pay Brady $13,844.00 per year, payable semi-annually at $6,922.00, as Brady’s fee for the inspection, maintenance, repair and other services described in the Agreement Coverage section hereof. This price does not include any applicable state and county sales and use taxes. Your tax obligation will need to be reflected on any required purchase orders. Payment terms are net 30 days. These payments are not based on the number of PM visits per month or year, but rather to provide a convenient method of paying out the total cost of the Service Agreement. If this Service Agreement is terminated, the annual contract amount will be pro-rated based on services completed and will become due and payable at that time. The Service Fee is subject to annual adjustment. The adjustment shall be presented to the Customer in writing at least 30 days prior to the annual anniversary date of this Service Agreement. If Customer has not made a payment on time, Brady may at its option, and upon five days written notice to Customer, suspend or terminate service under this Service Agreement until all overdue payments are made. Brady shall have no liability whatsoever for any loss or damage, whether or not consequential or foreseeable, which results from such a suspension or termination of service. Terms The initial term of this Service Agreement shall be one (1) year, effective July 1, 2022, provided that Brady will have no obligation to the Customer prior to approval of this Service Agreement in writing by an authorized officer of Brady. This Agreement is subject to Customer’s acceptance of the attached Brady Terms and Conditions. SUBMITTED BY: CUSTOMER ACCEPTANCE By: Lina Lindberg Title: Strategic Accounts Manager Date: 7/19/2022 Signature: Signature: Date: Brady Approval By: DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 BRADY SCHEDULED SERVICE AGREEMENT GENERAL TERMS AND CONDITIONS General Terms and Conditions This Agreement (the “Agreement”), between Brady Trane Service, Inc. (“Brady”) and the Customer (“Customer”), individually referred to as a “Party” and collectively referred to as the “Parties,” is made on these terms and conditions. This Agreement shall not include any additional or conflicting terms and conditions that may be contained in the Customer’s purchase order or other form, all of which additional or conflicting terms and conditions are hereby rejected by Brady. If there is a conflict in the terms and conditions of this Agreement and another agreement, the terms and conditions of this Agreement shall control. Further, the Customer acknowledges and agrees that any purchase order issued by the Customer, in accordance with this Agreement, will only establish payment authority for the Customer’s internal accounting purposes. Any such purchase order will not be considered a counteroffer, amendment, modification, or other revision to the terms and conditions of this Agreement. No waiver, alteration or modification of this Agreement shall be valid, unless made in writing and signed by an authorized representative of Brady. 1. Acceptance and Prices This Agreement is subject to acceptance by the Customer within thirty (30) days from the date of the proposal. If acceptance of this Agreement is delayed or modified, prices are subject to adjustment. 2. Payment Terms of payment are subject at all times to prior approval by Brady’s financial department, and payment is due thirty (30) days from the date of the invoice. Brady reserves the right to add interest at a rate of 1½% per month, or the highest rate allowable by law, to any delinquent account balances after ten (10) days. If Customer has not made a payment on time, Brady may at its option, and upon five days written notice to Customer, suspend or terminate service until all overdue payments are made. In the event of default in payment, the Customer agrees to pay all costs of collection incurred by Brady, including but not limited to, collection agency fees, reasonable attorney’s fees and court costs. If the Customer terminates this Agreement prior to the end of the term, the contract amount will be pro-rated based on services completed. Any payments will become due and payable at that time. 3. Scope of Agreement; Exclusions Any services, including inspections, repairs or maintenance, not expressly included in this Agreement, are expressly excluded. Exclusions include but are not limited to: a. Repairs or service required as a result of problems caused by the Utility Service needed for operation of the equipment or any failure, mis-adjustment or design deficiencies in other equipment or systems not specifically included in this Agreement. b. Repairs or service required as a result of recommendations, regulations or other requirements of insurance companies, Federal, State, Municipal or other government agencies or bodies or other similar authorities. c. The inspection, maintenance, repair or replacement of non- maintainable components, e.g.: castings, heat exchanger shells, duct work, boiler shell and tubes, cabinets, boiler MSNC111120 6 refractory material, main power service and electrical wiring, piping, tube bundles, valve bodies, coils, structural supports, oil storage tanks and similar items. d. The inspection, maintenance, repair or replacement of motor starting equipment and interconnecting power wiring, unless specifically included as part of the equipment. e. Structural alterations to the premises where the equipment is installed as necessary for the performance of Brady’s obligations under this Agreement. f. The performance of services outside of normal business hours 7:30am – 4:30pm (unless otherwise expressly provided). g. LEGIONELLA EXLUSION: LEGIONELLA CAN BE PRESENT IN ANY WATER TREATMENT SYSTEM EVEN WITH REGULARLY SCHEDULED TESTING. WHILE LEGIONELLA IS CONTROLLABLE WITH REGULARLY SCHEDULED TESTING AND A PROPERLY MAINTAINED BIOCIDE PROGRAM; IN NO EVENT SHALL BRADY BE LIABLE FOR LEGIONELLA BEING PRESENT IN THE TREATED COOLING TOWERS. 4. Brady Responsibilities a. Brady shall carry out its obligations with reasonable promptness and in a workmanlike manner, in accordance with industry standards generally applicable in this area. b. Brady may decline to provide any services under this Agreement made necessary by Customer's failure to comply with its obligations under section 5. c. Brady may decline to work on any systems where Customer has permitted untrained personnel to perform services and adjustments on the systems. d. Brady may decline to work on any systems where safety systems have been altered or bypassed. e. Brady may decline to work on any systems where fuel oil ‘pooling’, gas odors, exposed piping, suspected asbestos or other safety hazards exist. f. If Brady’s technicians are required to handle refrigerants, they shall be certified to handle such refrigerants in accordance with the Code of Federal Regulations, Title 40, Part 82 and Subpart F. Additionally, all refrigerant recovery equipment used by Brady’s technicians are certified by, and registered with, the US EPA. 5. Customer Responsibilities a. Customer shall properly operate and maintain the equipment in accordance with the applicable operating manuals and recommended procedures, and ensure that qualified personnel are provided for such operation. b. Customer shall provide and maintain appropriate environmental conditions for equipment operation, including suitable locations for the installation and storage of chemical treatment equipment and supplies. c. Customer shall assume full responsibility for safety training and use of Personal Protective Equipment by Customer’s personnel responsible for the operation or maintenance of boilers and boiler system appurtenances and Customer’s personnel handling or using water treatment equipment or supplies. d. Customer shall prevent untrained personnel from performing service, maintenance or adjustment on the boiler systems. e. For new equipment associated with the boiler systems, Customer shall provide any start up in accordance with DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 7 MSNC111120 manufacturer’s requirements and provide copies of startup documentation to Brady. f. Customer shall properly operate and maintain ancillary equipment associated with the services provided, in accordance with the applicable operating manuals and recommended procedures, and ensure that qualified personnel are provided for such operation. g. Customer shall provide Brady personnel with the usual required utilities (water, electricity, compressed air, etc.) and special tools and equipment normally used for such services unless restricted specifically in the quote. h. Customer shall promptly report unusual equipment operating conditions or operation to Brady. i. Customer shall furnish Brady personnel with sufficient service access space, as well as safe, clean and unobstructed access to all equipment to be serviced. j. Customer shall provide professional ancillary services, (i.e. systems water treatment, etc.) not included in the Agreement, in accordance with Brady’s reasonable written recommendations. k. Custmer shall disclose in writing to Brady any known environmental risks or hazards, including asbestos, mold, or other biological hazards. l. Customer shall disclose in writing to Brady any chemical spills or chemical spill cleanup associated with or relating to Water Treatment Services after such systems and services have been installed and made operational. m.Customer shall provide suitable access to drains and drainage systems appropriate for flushing of chemically treated systems. n. Customer shall disclose flooding or flooding damages arising from pump failures, broken or corroded piping, chemical treatment tubing failure, or other system failures associated with systems service with or relating to Water Treatment Services. o. Customers receiving water treatment shall provide new equipment start up in accordance with manufacturer’s requirements, including initial chemical treatments for passivation or other appropriate system treatments, and provide copies of startup documentation to Brady. p. Customers receiving water treatment shall disclose in writing to Brady any changes to systems operations, including but not limited to: i. change in water supply [city water to reclaimed water], or ii. equipment operation failure impacting proper water flows or preventing treatment measurement requirements, or iii. termination or changes to Customer provided treatment systems. q. Customers receiving water treatment shall disclose environmental conditions impacting the operation of systems subject to Water Treatment Services, including exposure to boiler or generator exhaust, bacterial growth, legionella or SRBs. 6. Asbestos and Hazardous Materials Brady expressly excludes any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos or other hazardous materials (collectively, “Hazardous Materials”). Should Brady become aware of or suspect the presence of Hazardous Materials, Brady may immediately stop work in the affected area and shall notify Customer. Customer will be responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations. Customer shall be exclusively responsible for any claims, liability, fees and penalties, and the payment thereof, arising out of or relating to any Hazardous Materials on or about the premises, not brought onto the premises by Brady. Brady shall be required to resume performance of the services only when the affected area has been rendered harmless. 7. Major Repairs Major repairs, if covered, such as the dismantling of components, the opening of refrigeration systems, and the evacuation and recharging of the same, in the event of refrigerant loss, etc., will be performed during normal working hours, unless otherwise stated in the Agreement. Major repairs related to boilers, if covered, such as the dismantling of components, may result in additional fees for additional boiler inspection and testing and services, unless such additional testing and services are otherwise stated in the proposal. Major repairs related to water treatment, if covered, such as the dismantling of components, may result in additional fees for additional chemical testing and treatment services, unless such additional testing and services are otherwise stated in the proposal. 8. Repairs By Others Unless made by or approved by Brady in writing, any changes, adjustments, service or repairs made to the equipment may, at Brady's option, terminate Brady's obligation to render further service to the equipment so affected. In such case, no adjustment to the service fee shall be made and no refund of any portion of the service fee shall be made. 9. Unusual Circumstances Brady shall not be liable for delays in or failure to render services, including water treatment services and chemical testing, additional boiler inspections, boiler testing and services, or the delivery of any equipment or parts, due to fire, flood, strike or other labor difficulty, act of God, act of any Governmental Authority or of Customer, riot, war, embargo, fuel or energy shortage, wrecks or delay in transportation, inability to obtain necessary labor, materials or equipment from usual sources, or due to any cause beyond Brady’s reasonable control. In the event of delay in performance due to any such cause, the date of delivery or time of completion will be extended by the period of time reasonably necessary to overcome the effect of such delay. If the equipment or parts included in this Agreement become temporarily or permanently unavailable for reasons beyond the control of Brady, Brady shall be excused from furnishing said equipment or parts and reimbursed for the difference between cost of equipment or parts unavailable and the cost of an available reasonable substitute. 10. Limitation of Liability/Indemnification Customer’s exclusive remedy and Brady’s exclusive liability under this Agreement or otherwise (including negligence) shall be for direct damages, which shall in no event exceed so much of the purchase price as is applicable to the portion of the particular services with respect to which damages are claimed. In no event shall Brady be liable to Customer, nor shall Brady have any obligation to indemnify Customer, for any other loss or damage, or for any incidental, special or consequential damages of any kind, or for the loss of use of Customer's facilities, its loss of revenue, or for any similar or dissimilar consequential damages with regard to the operation, non-operation or failure of the equipment, or damage to property or other injury arising from this Agreement. This exclusion applies regardless of whether such damages or indemnification are DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 8 MSNC111120 sought based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal theory. In no event shall Brady be liable for any damages (whether direct or indirect) resulting from hazardous materials, mold, fungus, bacteria, microbial growth, or other contaminates or airborne biological agents. Additionally, Brady shall not be liable for any damages (whether direct or indirect) resulting from work performed on boiler systems where in the Customer has permitted untrained personnel to perform services and adjustments on the boiler systems, or on systems where safety systems have been altered or bypass or on any systems where fuel oil ‘pooling’, gas odors, exposed piping, suspected asbestos or other safety hazards exist. If Brady is found liable for loss, damage or injury under any legal theory due to a failure of the Customer’s services, system or equipment in any respect, its liability shall be limited to a sum equal to 10% of the Annual Service Charge or $1,000, whichever is greater, as agreed upon damages and not as a penalty, as Customer's sole remedy. The provisions of this Section shall apply no matter how the loss, damage or injury or other consequence occurs, even if due to Brady's performance or non-performance of its obligations under this Agreement or from negligence, active or otherwise, strict liability, violation of any applicable consumer protection law or any other alleged fault on the part of Brady, its agents or employees. If any other person, including Customer's subrogating insurer, makes any claim or files any lawsuit against Brady in any way relating to the services, system or equipment that are the subjects of this Agreement then Customer shall indemnify and hold Brady harmless from any and all such claims and lawsuits including the payment of all damages, expenses, costs and attorneys' fees. 11. Discovery Period No suit or action shall be brought against Brady or its agents, employees, subsidiaries, affiliates or parents (both direct and indirect) more than one year after the incident that resulted in the loss, injury or damage occurred, or the shortest duration permitted under applicable law if such period is greater than one year. The provisions of this section shall apply to and benefit Brady and its agents, employees, contractors, subsidiaries, affiliates, and vendors. If this Agreement provides for a direct connection to a municipal police or fire department or other organization, then that department or other organization may also invoke the provisions of this section against any claims due to any failure of such department or organization. Brady is not responsible for the preservation of any computer programs or data and Customer is responsible for maintaining adequate back-ups. 12. Warranty Brady’s warranty with respect to manufactured material supplied is limited to the manufacturer’s warranty (if any). In no event shall Brady be liable to Customer for any breach of the manufacturer’s warranty or for any consequential or special damages or for transportation or other expenses, which may arise in connection with any defective goods. Brady’s warranty with respect to labor is that the services have been properly performed. The labor warranty is for a period of 90 days from completion and Brady’s obligation under this warranty is limited to correcting any improperly performed labor. In no event shall Brady be liable to Customer for any breach of the labor warranty or for any consequential or special damages or for other expenses, which may arise in connection with any improperly performed labor. Brady makes no warranty with respect to systems performance or emissions readings between preventive maintenance inspections and exhaust gas analysis. Additionally, Brady makes no warranty or representation with respect to work performed on systems where in the Customer has permitted untrained personnel to perform services and adjustments on the boiler systems, or on systems where safety systems have been altered or bypass or on any systems where fuel oil ‘pooling’, gas odors, exposed piping, suspected asbestos or other safety hazards exist. THESE WARRANTIES ARE EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 13. Exceptions to Warranty The following “Conditions” are not covered by Brady’s warranty: a. Damage or extra service needed as the result of accidents, acts of God, lightning, strikes, riots, floods, terrorism, acts of war, alteration, misuse, tampering or abuse, adjustments, repairs or maintenance not done by Brady or from parts, accessories, attachments or other devices not furnished by Brady; b. Customer's failure to properly follow operating instructions provided by Brady; c. Adjustments necessitated by misalignment of video cameras, improper adjustment of monitor brightness and contrast tuning dials or insufficient light on the area viewed by the camera(s); d. Trouble due to interruption of Telecom Service; e. Battery failure; f. Devices designed to fail in protecting the Customer’s systems, such as, but not limited to, fuses and circuit breakers; or g. Changes to the Customer’s system requested by Customer. If Customer requests service under the Warranty and Brady’s representative finds that one of the “Conditions” has led to the inoperability or apparent inoperability of the Customer’s system, or any component, Brady may bill Customer for the service call whether or not Brady actually works on the Customer’s system. If repairs are required due to one of the above “Conditions,” Brady will charge Customer for such work on a time and materials basis at Brady’s then applicable rates for labor and materials. 14. Non-solicitation of Employees Each Party acknowledges that the other Party has expended significant time, effort and expense in the hiring, training, and retention of its employees in conjunction with providing specialized services, such as those provided in this Agreement, and therefore shall not, during the term of this Agreement and for a period of one year thereafter, either directly or indirectly, solicit for employment or employ any current or former employee of the other within one year of such termination of employment date, with whom such Party has had any contact during the course of this Agreement. 15. Additional Services Service fees are premised on the equipment being in operable and maintainable condition. If an inspection by Brady prior to or during the performance of services reveals that additional services or repairs are necessary, outside the scope of this Agreement, Brady shall notify Customer. Customer may instruct Brady to perform such repairs in writing, and Brady shall perform those services or repairs at the currently established rates (including rates reflecting overtime labor costs for services provided outside normal business hours). These additional DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 9 MSNC111120 services will be billed to the Customer pursuant to the terms of this Agreement. If the Customer does not authorize such services or repairs, Brady may in writing, at Brady's option, terminate Brady's obligation to render further service to the equipment so affected. In such case no adjustment to the service fee shall be made and no refund of any portion of the service fee shall be made. 16. Other Charges; Remedies; Termination a. There may be a service charge to Customer for cancelled installation/service appointments if Customer cancels less than 24-hours prior to dispatch, or if Brady’s representative is sent to the Customer's premises in response to a service call for false alarm or system malfunction caused by Customer's operation contrary to instructions, failure to close or properly secure a window, door or other protected point, or improper adjustment of monitors or accessory components. b. Failure to pay amounts when due shall give Brady, in addition to any other available remedies, the right to terminate this Agreement and to charge interest at the highest legal rate on delinquent amounts. Customer agrees to pay all costs, expenses and fees of Brady's enforcement of this Agreement, including collection expenses, court costs, and attorneys' fees. Installation charge(s) are based on Brady performing the installation with its own personnel. If for any reason installation must be performed by outside contractors, installation charge(s) may be subject to revision. c. In addition to any other remedies available to Brady, Brady may terminate this Agreement and discontinue any service(s) if: If any term or conditions of this Agreement are invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to either Party. Upon any such determination of invalidity, illegality or unenforceability, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner, to the end that the transactions contemplated by this Agreement are consummated to the extent possible. The failure of either Party to insist upon the performance of any of the terms of this Agreement at any time, or to exercise any right, shall not be construed as a waiver of such term or right. 20. Governing Law This Agreement is made and interpreted under the laws of the State of North Carolina. North Carolina law shall govern this Agreement without regard to any competing choice of law provision. The state court of Guilford County shall be the sole and exclusive jurisdiction for any civil action arising out of this Agreement. 21. Notice All notices shall be delivered either by e-mail, in person, or via certified mail to the Parties at the addresses listed below. If notice is sent via e-mail or in person, notice shall be considered received the same business day as the e-mail is sent or notice is delivered in person. If notice is sent via certified mail, notice shall be considered received 3 business days after notice is mailed. i. Brady's contracted center is substantially damaged by fire or catastrophe or if Brady is unable to obtain any connections or privileges required to transmit signals between the Customer’s premises, the Center or the Municipal Fire or Police Department or other first responder; or ii. Customer fails to follow Brady's recommendations for the repair or replacement of defective parts not covered under the Warranty. iii. Brady is unable to obtain or continue to support technologies, TeleCom Services, Communication Facilities, Equipment or component parts thereof that are discontinued, become obsolete or are otherwise not commercially available; or iv. Customer fails to make payments when due or otherwise breaches this Agreement. Brady will not be liable for any damages or subject to any penalty as a result of any such termination. If for any reason Brady is unable to continue to provide the service(s) for which it is hereunder contracted, the Customer will have the right to terminate its obligation without penalty. 17. Assignment Customer may not assign this Agreement. Brady may assign the work of this Agreement, subcontracting the whole of this Agreement, or subcontracting portions of this Agreement. 18. Changes No modifications, additions or changes may be made to this Agreement, except in a writing signed by both parties. 19. Severability and Waiver Brady Legal Name: Brady Trane Service, Inc. Address: PO Box 13587, Attn: Legal Notices, Greensboro, NC 27415 E-mail: notices@bradyservices.com Customer Legal Name: Address: E-mail: 22. Miscellaneous Provisions a. This Agreement contains the entire agreement between the parties. b. Any taxes, excises, or other charges imposed on Brady by law, on or incident to the service or material provided under this Agreement, shall be paid by the Customer, or in lieu thereof, the Customer shall provide Brady with a tax exemption certificate acceptable to the taxing authorities. c. Brady 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, or national origin. Moreover, these regulations require that Brady takes DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 10 MSNC111120 affirmative action, to employ and advance in employment, individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Schedule Appendix Attached are the detailed schedules that correspond to the equipment listed under the equipment coverage and services section MSNC111120 11 DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Schedule Appendix Reciprocating Chiller Schedule 3 An nual Maintenance. ■ Check unit for refrigerant leaks. Report all leaks to the owner. ■ Meg test compressor motor. ■ Check and tighten all electrical terminals and check contacts for wear. ■ T ighten motor terminals and control panel terminals. ■ Check starter operation, voltage, and current. ■ Check heat tapes annually. ■ Field test compressor oil for acid content annually. Scheduled Maintenance - to be performed during the operating season. ■ Check and calibrate, when applicable, safet y and operating controls. ■ Check crankcase heater. ■ Check external interlocks, flow switch, pumps and fans. ■ Check refrigerant and oil levels. ■ Check operation and refrigerant charge. ■ Check water flow. ■ Check super heat. ■ Make complete operating log and record readings. ■ Check for restricted refrigerant filter driers. ■ Review operating logs with operator and discuss condition of the machine. Written Reports Provided to the customer representative following each regular inspection or emergency call and report any uncorrected deficiencies noted. DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 Schedule Appendix Hot Water Boilers Schedule 67 An nual Preseason Major Maintenance ■ Secure and drain boiler every two years. ■ Open fireside and waterside for cleaning and inspection. ■ Inspect refractory. ■ Clean and inspect gauge glass. ■ Clean fire inspection glass. ■ Disassemble, clean and inspect low water cutoff control(s). Check annually. ■ Reassemble boiler and low water cutoff control(s) with new gaskets. ■ Clean fuel nozzles or gas burner tubes. ■ Clean combustion blower fan wheel and air dampers. ■ Lubricate combustion blower motor bearings. ■ Clean and adjust ignition electrodes. ■ Inspect, lubricate, and tighten all linkage / jackshaft components. ■ Check operation of low water cutoff and feed control(s). ■ Check and verif y settings of operational controls. ■ T est and verify proper operation of all operating and limit controls. ■ Visually inspect condition of safety relief valves for tampering and leakage. ■ Combustion testing: § Test the following (where applicable): proper fuel pressure, fuel/air ratio, CO2, CO, EFF, and NOx. § Adjust burner controls as required to obtain proper combustion. § Check burner and / or boiler for proper gas input by clocking flow meter where applicable. ■ Check operation and calibration of operating controls and safet y devices. Seasonal Startup ■ Review manufacturer’s recommendations for the boiler and burner startup. ■ Check auxiliary equipment operation. ■ Inspect burner boiler and controls prior to startup. ■ Start burner. Check operating controls. Test safety controls and pressure relief valve. ■ Perform combustion tests and adjust burner for maximum efficiency. ■ Log all operating conditions. ■ Visually inspect condition of safety relief valves for tampering and leakage. Scheduled Maintenance - to be performed during the operating season and include the following inspections and adjustments: ■ T est low water cutoff and exercise pressure relief valve. ■ Blow down, test low water cutoff and feed control(s). ■ Check for water, steam and fuel leaks. ■ Check setting and test operating and limit control. ■ Blow down water level sight glass and confirm water level. ■ Visually inspect condition of safety relief valves for tampering and leakage. Written Reports Provided to the customer representative following each regular inspection or emergency call and report any uncorrected deficiencies noted. DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 9/22/2021 Scott Insurance 400 Bellemeade Street,Suite 201 Greensboro NC 27401 Amy Summers 336-510-0075 asummers@scottins.com Zurich American Insurance Company (A+)16535 BRADY-7 Houston Casualty Company (A++)42374BradyTraneServiceInc,Brady Services Inc,Brady Sales &Services Inc,Brady Parts Inc,Brady Integrated Security Inc,J.Brady Contracting Inc.,Icon Boiler,Inc PO Box 13587 Greensboro NC 27415 Travelers Casualty and Surety Company (A++)19038 Travelers Property Casualty Company of America (A+25674 CINCINNATI INS CO (A+)10677 1193400787 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 X GLO3433329 10/1/2021 10/1/2022 2,000,000 A 1,000,000 X X XX BAP3433330 10/1/2021 10/1/2022 Hired Physical Damage 100/1,000 E D X X 10,000,000 X 0 EPP 0172859 ZUP-16N64086-20-NF X 10,000,000 10/1/2021 10/1/2021 10/1/2022 10/1/2022 Excess over $10M 5,000,000 A N WC3433328 10/1/2021 10/1/2022 X 1,000,000 1,000,000 1,000,000 B C E Professional &Pollution Liab Cyber Liability Installation Fltr (Any One Loc) HCC2067678 105480879 EPP 0172859 10/1/2021 10/1/2021 10/1/2021 10/1/2022 10/1/2022 10/1/2022 5,000,000 per occ/agg 5,000,000 per occ/agg 500,000 35,000 ded 50,000 ded Orange County Gov 131 W Margaret Lane Hillsborough NC 27278 DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328 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 8/16/2022 Scott Insurance 400 Bellemeade Street,Suite 201 Greensboro NC 27401 Amy Summers 336-510-0075 asummers@scottins.com Zurich American Insurance Company (A+)16535 BRADY-7 Houston Casualty Company (A++)42374BradyServicesHoldingsInc,MMK,LLC,Brady Trane Service Inc, Brady Services Inc,Brady Sales &Services Inc,Brady Parts Inc, Brady Integrated Security Inc, J.Brady Contracting,Inc,Icon Boiler,Inc PO Box 13587 Travelers Casualty and Surety Company (A++)19038 Travelers Property Casualty Company of America (A+25674 THE CINCINNATI INS CO (A+)10677 35078910 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 X X Y GLO3433329 10/1/2021 10/1/2022 2,000,000 A 1,000,000 X X X X BAP3433330 10/1/2021 10/1/2022 Hired Physical Damage 100/1,000 E D X X 10,000,000 X EPP 0172859 EX-4S291802-21-NF 10/1/2021 10/1/2021 10/1/2022 10/1/2022 10,000,000 X 0 Excess over $10M 5,000,000 A X N WC3433328 10/1/2021 10/1/2022 1,000,000 1,000,000 1,000,000 B C E Professional &Pollution Liab Cyber Liability Installation Fltr (Any One Loc) HCC2067678 105480879 EPP 0172859 10/1/2021 10/1/2021 10/1/2021 10/1/2022 10/1/2022 10/1/2022 5,000,000 per occ/agg 5,000,000 per occ/agg 500,000 35,000 ded 50,000 ded Orange County North Carolina is an additional insured as respects General Liability if required by written contract. Orange County North Carolina 200 S.Cameron Street PO Box 8181 Hillsborough NC 27278 DocuSign Envelope ID: B3B1F83D-0D46-48E9-9C71-9BAC1C216328