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HomeMy WebLinkAbout2023-486-E-AMS-southern air-Prevenive Maintenance Agreement- Whitted BuildingtRevised 04/23 1 [Departmental Use Only] TITLE PrevMaint-Whitted FY 2023/2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 30th day of August, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Southern Air, Inc, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): We will perform an annual preventive maintenance service on the air cooled chiller listed on the equipment page of this agreement. This service will consist of an annual preventive maintenance , seasonal start up and ( 1 ) operating maintenance and inspection. During the annual preventive maintenance we will wash the condenser coils and perform an onsite acid / moisture test on each circuit. For a further description of what this service will include please see the chiller maintenance program on pages 3 , 4 and 5 of this agreement. Please See Attached Proposal Dated August 30,2023. 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. DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 Revised 04/23 2 i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional 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) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. 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 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 Revised 04/23 3 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. 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 Preventive Maintenance Agreement for the Chiller at Whitted. Please see attached quote dated August 30, 2023. 4. Duration of Services a. Term. The term of this Agreement shall be from 08/30/2023 to 06/30/2024. 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 08/30/2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Two Thousand Eighty Dollars ($2080.00). 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 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 Revised 04/23 4 a. Cooperation and Coordination. The County has designated (Paul Sorrell) 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 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 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 Revised 04/23 5 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 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. DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 Revised 04/23 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 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 or 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 or 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. In the event of a change in the County’s statutory authority, mandate or mandated DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 Revised 04/23 7 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 shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Bonnie Hammersley Southern Air, Inc. P.O. Box 8181 2655 Lakeside Drive Hillsborough, NC 27278 Lynchburg, VA 24501 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 Revised 04/23 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: __________________________________ Adam Barker Printed Name and Title DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 9/6/20239/8/2023 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: southern air, Inc Vendor Contact Person: Adam Barker Phone: 800-743-0747 Address: 2655 Lakeside Drive City Lynchburg State: VA Zip: 24501 Department: AMS Amount: $2080.00 Purpose: Prevenive Maintenance Agreement- Whitted Buildingt Budget Code(s): 10240320-630000 Vendor # 68114 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 08/30/23 End Date 06/30/24 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 9/1/2023 9/7/2023 9/8/2023 9/8/2023 Revised 04/23 10 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 Preventive Maintenance Agreement Prepared for Orange County Administration - Whitted Building August 30, 2023 Page 1 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 August 30, 2023 Paul Sorrell, We appreciate the opportunity to present this proposal for preventive maintenance. Listed below is a brief overview of this service. We will provide semi-annual preventive maintenance service on the systems listed on the equipment page of this agreement. This service will consist of an annual preventive maintenance , seasonal start-up and ( 1 ) operating maintenance and inspection. Thank you for this opportunity and I hope we are able to earn your business. Sincerely, O.G. Morcom Jr Business Development Southern Air, Inc. Page 2 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 Scope of Work Reciprocating/Scroll Compressor Chiller Preventive Maintenance Program 1. ANNUAL MAINTENANCE – Once a year a thorough preventive maintenance program should be performed to include the following A. A thorough visual refrigerant leak check over the entire machine. B. Thorough inspection of all motor starter components. C. Inspect all motor starter, oil pump starter, control contactors and relay contacts dust, wear and pitting. D. Inspect all motor and motor starter power and control wiring for overheating and loose terminal connections. E. Perform motor winding integrity test with meg – ohm meter. F. Inspect all control panel component contacts and wire terminals for pitting, overheating, and tightness. Correct as required. G. Test and confirm correct operation of chiller capacity control devices. H. Perform on site acid / moisture test for each circuit. I. Verify correct operation of phase reversal control if so equipped. Verify correct rotation of scroll compressors. J. Verify operation of chiller sequencing and step unloading control. K. Inspect oil sump heater, verify correct operating temperature, voltage, current draw. L. Test all safety controls, operating controls, and sensors. Calibrate as required. Page 3 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 M. Review all service and operating alarms stored in memory of control panel. N. Check condition and cleanliness of condenser fan blades, motors, and coils (air cooled only.) 2. SEASONAL START-UP – May be performed concurrently with Annual Maintenance, or at a later date mutually agreed upon between Southern Air and equipment owner. A. Start machine per manufacturer’s recommendations. B. Verify condition and correct operation of all flow switches, differential pressure switches, or other external interlock safety controls. C. Check and record all operating voltages and amperages. D. Verify correct oil and refrigerant charges. Verify correct operating oil pressure. E. Verify design water flow and pressure drop across evaporator. Verify correct fan rotation, motor voltage, current draw, and design airflow across condenser coil. (Air-cooled only). F. Verify proper calibration and control of all safety and operating devises. G. Verify correct programming and operating parameters of chiller control panel. H. Verify and adjust as required for design superheat and subcooling. I. Present copy of start-up log to owner with detailed explanation of findings. 3. OPERATING MAINTENANCE AND INSPECTION – A. Observe operation of chiller. B. Review all service and operating alarms stored in memory of custom reports menu. (Where available.) Page 4 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 C. Verify correct operating refrigerant charges, pressures, superheat, and subcooling. D. Check air-cooled condenser for proper operation of fans and unobstructed airflow over coil. (Air- cooled only). E. Verify proper operation of chill water and condenser water pumps. Verify correct pressure drops across evaporator and condenser. F. Inspect chiller starter panel. G. Perform minor programming and control calibration changes where required. H. Verify correct ?T across evaporator, correct entering and leaving water temperatures of water- cooled condenser models. I. Review operator logs where applicable. J. Review findings of inspection with owner personnel. NOTE: Adequate water treatment should be furnished for the equipment covered under this agreement. Southern Air offers this service for an additional fee. Page 5 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 Page 6 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 Equipment Inventory Equipment ID Location Make Model Serial Tons AIR COOLED CHILLER Ground - Back of Bui..Carrier 30RBF25064-LDL03 2614Q80896 250 Page 7 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 Custom Details This PM Agreement is for semi - annual service and includes the following materials: Coil Cleaner - to wash the outside condenser coil Air Cooled Chiller We will perform an annual preventive maintenance service on the air cooled chiller listed on the equipment page of this agreement. This service will consist of an annual preventive maintenance , seasonal start up and ( 1 ) operating maintenance and inspection. During the annual preventive maintenance we will wash the condenser coils and perform an onsite acid / moisture test on each circuit. For a further description of what this service will include please see the chiller maintenance program on pages 3 , 4 and 5 of this agreement. Page 8 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 Preventive Maintenance Terms and Conditions The following terms and conditions apply to the Preventive Maintenance Contract, between Southern Air, Inc. (“Contractor”), and the Customer. 1. Term of Agreement: This Agreement shall be in effect for twelve (12) months and shall automatically renew unless terminated by written notice from either party thirty (30) days prior to the annual renewal date. The rates charged under this Agreement are subject to adjustment annually to reflect increased labor, material and other costs. 2. Scope of Services and Fees: The intent of this Agreement is to provide routine preventive maintenance service on the Customer’s equipment listed in the attached Equipment Inventory. The services covered by this Agreement are listed in the Scope of Work attachment. Repairs, installations, and/or other services outside the preventive maintenance scope of work shall be billed as additional work using the rates and charges agreed upon herein. The Contractor shall include all applicable taxes in its invoices to the Customer. 3. Payment Terms: Terms of payment for Contractor invoices to the Customer are Net thirty (30) days. Invoices paid outside of these terms are subject to a late charge of 1.5% per month. In the event invoices are not paid within sixty (60) days, Contractor may stop all work under this Agreement without notice and may cancel this Agreement with no further obligation to provide services to the Customer and the unpaid balance of the annual contract amount shall become immediately due and payable. If the Customer pays by credit card a 3% charge will be added at the time of payment. 4. Governing Law: This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Virginia. The Contractor and Customer consent to the exclusive jurisdiction of Lynchburg, Virginia for resolution of any disputes arising under this Agreement. The prevailing party in any dispute related to this Agreement shall be entitled to recover reasonable legal fees from the other party. 5. Indemnification: To the fullest extent permitted by law, the Contractor and Customer shall indemnify and hold harmless one another, their agents, officers and employees from and against all claims, damages, losses, and expenses, including but not limited to attorneys’ fees arising out of or resulting from performance of work hereunder, provided that such claim, damage, loss or expense is caused in whole or in part by anyone for whose acts the responsible party may be liable. Action resulting from any claim arising from the performance, nonperformance or other reasons under this Agreement shall be commenced within one (1) year from the date of the event which caused such claim. Under no circumstances, whether arising in contract, tort, including negligence, or otherwise shall Contractor be responsible for loss of use, loss of profit, increased operating or maintenance expenses, claims of customers or tenants or any special, indirect or consequential damages. The Contractor shall not be liable for delays or failure to provide services due to conditions or circumstances outside of its reasonable control including but not limited to weather, strikes, war, riot, acts of God, unavailability of machinery, equipment or materials, or delays in transportation by third parties. 6. Davis-Bacon Act: Payment of Davis-Bacon Act or other type prevailing wage rates: It is the responsibility of the customer to advise the contractor whether payment of these wages is necessary per funding for the project. Please request an alternate proposal if payment of prevailing wages of any type is necessary. Pricing: This cost does not include the payment of Davis-Bacon Act or other type prevailing wage rates. It is the responsibility of the customer to advise the contractor whether payment of these wages is necessary as per funding for the project. Please request an alternate proposal if payment of prevailing wages of any type are necessary. Page 9 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 Preventive Maintenance Terms and Conditions 7. Site Conditions: The Customer is responsible for providing the Contractor with clear and safe access to its facilities and equipment during the Contractor’s normal working hours. This includes allowing the Contractor to start and stop the equipment as required to perform the services contemplated hereunder. The Contractor shall not be responsible for relocation, replacement or alteration of the Customer’s building structure or any components thereof. The Contractor’s rates under this Agreement are contingent upon the Customer’s equipment being in a maintainable condition. If further inspection or subsequent events reveal this not to be the case, the Contractor shall provide the Customer with a quote for the necessary repairs. In the event that Customer elects not to authorize such repairs, the Contractor may either remove the unacceptable system(s), component(s), or part(s) from the scope of work of this Agreement and adjust its rates for the Agreement accordingly or cancel the Agreement. During the term of this Agreement, the Customer shall permit only the Contractor’s personnel or agents to perform the work included in the scope of this Agreement. In the event that others perform such work, the Contractor may elect to remove the affected equipment from the scope of work or cancel this Agreement. The Customer will notify the Contractor of any known defect, modification, or alteration of the covered equipment. Contractor has the option to adjust its fees or cancel the Agreement if the Customer makes material alterations to its facilities and/or to the equipment covered by this Agreement. The Contractor and Customer shall make available to one another all pertinent Material Safety Data Sheets (MSDS) pursuant to the OSHA Hazard Communication Standard Regulations. The Contractor’s obligations under this Agreement do not include the identification or removal of asbestos products or other hazardous substances. In the event that such products or substances are encountered, the Contractor’s sole obligation will be to notify the Customer of the existence of such products and substances. The Contractor shall have the right to suspend its work until such hazards are removed by the Customer, and the Contractor shall be entitled to an extension of time and to an equitable price adjustment for resulting suspensions or delays of its work. 8. Insurance: The Contractor shall maintain workers compensation insurance as required by the states where its services are provided. Coverages for bodily injury and property damage shall be maintained in accordance with industry standards, and the Contractor agrees to provide the Customer with satisfactory evidence that such insurance policies are in force. 9. Contractor Personnel: The Contractor shall provide qualified, properly trained and licensed personnel along with the necessary tools and equipment to perform the services under this Agreement. Customer agrees that during the course of this Agreement and for a period of one (1) year following the expiration thereof, however caused, Customer will not, without the express written consent of the Contractor, solicit or entice any employee of Contractor, who provided services under this Agreement to Customer, to leave employment with the Contractor for any purpose which is in competition with the services which are provided by the Contractor to the general public. Notwithstanding the above, the hiring of an individual as an employee in response to: (a) a general advertisement in a periodical, newspaper, internet source and the like, or (b) the voluntary inquiry by an employee concerning employment shall not be prohibited. In recognition of the Contractor’s investment in and reliance on its personnel in providing these services, the Customer further agrees that violation of this provision shall entitle the Contractor to remuneration from the Customer equal to thirty percent (30%) of the first year compensation for any of Contractor’s employees hired during the specified time period in addition to any other legal or equitable remedies which may be available to Contractor. Customer further agrees to pay Contractor’s reasonable attorneys’ fees and costs, if Contractor is the prevailing party in any dispute arising out of this provision. 10. Other: The Contractor and the Customer agree that these Terms and Conditions along with the attached schedules represent the entire Agreement between the parties. No other terms, scope of work, discussions or representations whether verbal or written which are not specifically contained herein shall be binding upon the parties to this Agreement. This Agreement is the property of the Contractor and is provided with the understanding that it is proprietary and for the Customer’s internal use only. Contractor shall not be held responsible for problems resulting from the original design of the system, obsolete equipment or components, damages attributable to weather conditions, power outages, or other basic utility failures, low voltage, electrical power distribution (whole or in part), low water pressure, safety testing, misuse or abuse of the system by Customer or others, failure of the Customer to properly operate the system, negligence by Customer or others, government regulations imposed subsequent to the date of this agreement, inspections or tests required by Customer’s insurance company and other causes beyond the Contractor’s control. Page 10 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 License Numbers: VA 2701001733 • WV 001545 • NC L.34582 & U.33082 Preventive Maintenance Agreement This agreement is between Southern Air, Inc. (contractor) 2655 Lakeside Drive Lynchburg, Virginia 24501 and Orange County Administration - Whitted Building (customer), and is subject to the Preventive Maintenance Agreement Terms and Conditions, and the Scope of Work attached hereto. The total annual rate will be $2,080.00 from July 1, 2023 to June 30, 2024. The semi-annual billing rate will be $1,040.00. ________________________________ Signature of Contractor Representative ________________________________O.G. Morcom Jr Print name ________________________________Business Development Title ________________________________August 30, 2023 Date ________________________________ Signature of Customer Representative ________________________________ Print name ________________________________ Title ________________________________ Date Any repair work that may be needed will be performed at the prevailing contract rate. Normal business hours are Monday - Friday, 7:30am - 4pm. Any holiday, Saturday, Sunday, or hours other than listed above will be billed at 1.5 times the prevailing contract rate. A truck charge of $50.00 is applied to each trouble call. Benefits of Partnership • Ensure equipment is operating safely and efficiently. • Discounted labor rate for service calls. • Professional technicians experienced and trained in commercial HVAC systems. • Priority response to critical service calls 24/7. Southern Air Call Center Phone: 800-743-0747 E-mail: callcenter@southern-air.com Powered by TCPDF (www.tcpdf.org) Page 11 of 11 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 Name: Corporation Partnership Individual If Corporation, Name of Registered Agent & Address: Type of Business Duns# Year Established Federal ID# or SS# Tax Exempt Status Yes No If yes, Please attach Tax Exempt Form Service Address: Phone Number: Fax Number: Onsite Contact: Quote Contact: Billing Address: Phone Number: Fax Number: A/P Contact: Will a work order or PO be issued for Service: What is the work order NTE: Bank Reference: Bank: Contact Name: Address: Phone Number: Account Number: Trade References: (Failure to provide current credit references, including contact information requested, may delay the processing of your application.) 1. 2. Phone: Fax: Phone: Fax: Contact: Contact: 3. 4. Phone: Fax: Phone: Fax: Contact: Contact: I hereby authorize the above listed bank and trade references to release information to Southern Air, Inc. In consideration of Southern Air, Inc.’s extending credit, the applicant agrees to comply with Southern Air, Inc.’s payment terms of NET 30 days. The applicant will pay 1.5% per month for amounts due past 30 days and 33.3% collection and/or attorney fees. Jurisdiction for any dispute shall be Lynchburg, VA. All of the information above is correct, and I have read the above payment agreement and will comply with the terms. (Owner/Officer/Purchasing Agent) Signature (Date) (Printed Name) (Date) • Headquarters: 2655 Lakeside Drive P.O. Box 4205 Lynchburg, VA 24502-0205 • Phone: (800) 743-0747 • Roanoke • Harrisonburg • Winchester • Charlottesville • Tidewater • Richmond • Bluefield • Fredericksburg Customer Information for Commercial Accounts N/A N/A Yes Orange County Government 56-6000327 Multiple Locations Hillsborough, NC 27278 Paul Sorrell PO Box 8181 Hillsborough, NC 27278 919-245-2625 919-201-6829 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4 9/8/2023 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 5/30/2023 Scott Insurance -Lynchburg 1301 Old Graves Mill Rd Lynchburg VA 24501 Susan VanRemortel 434-832-2298 434-455-8834 svanremortel@scottins.com North River Insurance Company (A)21105 SOUTH-1 XL Specialty Insurance Company (A+)37885SouthernAir,Inc. Attn:Robert W.Burrill,Jr.CPA P.O.Box 4205 Lynchburg VA 24502 Indian Harbor Insurance Company (A+)36940 Zurich American Insurance Company (A+)(Inv/Stmt)16535 545326367 D X 2,000,000 X 300,000 X 100,000 Ded 10,000 2,000,000 4,000,000 X X Y GLO-3022524-03 10/1/2022 10/1/2023 4,000,000 Deductible 100,000 D 2,000,000 X X X BAP3022526-03 10/1/2022 10/1/2023 A X 5,000,000 X 582-119768-7 10/1/2022 10/1/2023 5,000,000 D X N WC-3022525-03 10/1/2022 10/1/2023 1,000,000 1,000,000 1,000,000 B B C Lsd/Rented-2,500 Ded Installation Ded $10,000 Professional/Pollution Liab UM00080205MA22A UM00080205MA22A CEO744646705 10/1/2022 10/1/2022 10/1/2022 10/1/2023 10/1/2023 10/1/2023 Leased /Rented EQ. Installation Floater Professional/Pollutio 250,000 3,000,000 5,000,000 Excess Liability Policy –Zurich American Insurance Company (A+)NAIC #16535–Policy #AEC 1851712-03 Effective 10/01/2022 –10/01/2023 $15,000,000 Limit Excess Liability Policy –North River Insurance Company (A)NAIC #21105–Policy #522-811536-3 Effective 10/01/2022 –10/01/2023 $5,000,000 Limit Orange County Asset Management is additional insured as respects general liability for work performed by the Named Insured if required by written contract. Orange County Asset Management PO Box 8181 Hillsborough NC 27278 DocuSign Envelope ID: F276DE55-1B05-417C-9C6E-426AF3151AE4