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2023-508-E-AMS-Brady Services-Repair supply and return piping at Library
Revised 04/23 1 [Departmental Use Only] TITLE Library Boiler Repair FY 2023/2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 14th day of September, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and BradyTrane 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): Brady shall disconnect hot water supply and return piping from the boiler and cut off at ground level. Brady shall cut hot water supply and return piping in the mechanical room and remove to floor level. Brady shall provide and install new piping from mechanical room to the existing boiler. Brady will route new piping outside along the wall. Brady will heat trace new piping. Brady will insulate new piping with 2”inch fiberglass insulation and metal cover. Please See Attached quotedated 09/08/23. 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: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 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 is included within Basic Services. If this second letting for bids does not produce DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 Revised 04/23 3 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): Library Supply and Return Piping for boiler. Please see attached quote dated 09/08/23. 4. Duration of Services a. Term. The term of this Agreement shall be from 09/14/2023 to 11/14/2023. 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 09/14/2023. 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 Nineteen Thousand Two Hundred Sixty Four Dollars ($19264.00). 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: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 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: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 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: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 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: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 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 Brady Trane Services P.O. Box 8181 Attn: Legal Notices Hillsborough, NC 27278 2025 16th Street, Greensboro [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 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: __________________________________ Jason Patterson Printed Name and Title DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 9/18/20239/18/2023 Revised 04/23 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Brady Services Vendor Contact Person: Lina Lindberg Phone: 919-357-0894 Address: 2025 16th Street City Greensboro State: NC Zip: 27405 Department: AMS Amount: $19,264.00 Purpose: Repair supply and return piping at Library Budget Code(s): 10240320-570000 Vendor # 35152 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 7/1/2023 End Date 6/30/2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Steven Arndt 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: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 9/18/2023 9/18/2023 9/18/2023 9/18/2023 Revised 04/23 10 DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 Proposal Created For: Supply and Return Piping Replacement Orange County Government Trey Salmon PO Box 8181 Hillsborough, NC 27278 Site Address: 137 Margaret Lane Hillsborough, NC Prepared By: Terry Hyler Date: 9/8/23 Proposal #: 090823098 TH DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 Proposal Summary Thank you for choosing Brady as your HVAC support partner. We are committed to working with you to ensure your building serves the needs of your organization. We appreciate the opportunity to provide you with a proposal for the services as detailed in the following pages. This proposal is based Any our site visit. Any revision or request of change to scope of work by the owner at a later date would be subject to price review at that time. General Scope Of Work Scope of Work Brady shall disconnect hot water supply and return piping from the boiler and cut off at ground level. Brady shall cut hot water supply and return piping in the mechanical room and remove to floor level. Brady shall provide and install new piping from mechanical room to the existing boiler. Brady will route new piping outside along the wall. Brady will heat trace new piping. Brady will insulate new piping with 2”inch fiberglass insulation and metal cover. Clarifications All work is based on straight time hours: Monday through Thursday from 7:00 am to 5:30 pm. Any code deficiencies related to the existing conditions not specifically identified in our proposal is not included in our scope of work. Unforeseen conditions related to the owner’s equipment or building that adversely impact the cost of the project may result in additional changes. This proposal is subject to cancellation by Brady in the event any contract or purchase order related to this proposal contains a provision that requires Brady to comply with any guidance for contractor or subcontractor workplace locations published by the Safer Federal Workplace Task Force. This proposal is subject to cancellation by Brady in the event Brady is unable to perform due to inability to secure qualified subcontractors willing to comply with any guidance for contractor or subcontractor workplace locations published by the Safer Federal Workplace Task Force, or Brady’s inability to comply with such guidance. DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 Terms, Pricing, and Acceptance Payment Terms: Net:30 Total Net Price: $19,264.00 Clarifications and Exclusions: • NCDOR form E-589CI Affidavit of Capital Improvement must be completed and returned with this signed proposal, Contract, or Purchase order. Below is a link to a web-fill Pdf of the form. https://files.nc.gov/ncdor/documents/affidavits/e589ci_webfill.pdf • Sales tax is included. • Freight is included. • This proposal may be subject to fuel and material surcharges at the time of acceptance. • All work will be performed in compliance with all OSHA and customer safety guidelines. • Brady may withdraw this proposal and re-submit if not accepted within 10 days from issue date. Customer Acceptance Customer Name: Customer Signature: Date: Purchase Order No.: Duke Energy Rebate Program If Duke Energy is your utilities provider ask Brady how we can help you participate in Duke’s Smart Saver program for Rebates and Incentives when replacing your HVAC equipment with high-efficiency equipment and lighting. If your company is eligible to participate, these rebates and incentives can be assigned to you, the owner, or to Brady to help offset the first cost of your project. You will see the benefits of the energy savings for many years. Brady will file the online application for any rebates or incentives that apply with the program on your behalf. 3D Point Cloud Scanning Instructional Video 3D Point Cloud Scanning is creating remarkable opportunities for retrofitting and mechanical documentation. This technology is used in the development of design prefabrication drawings for a customer and allows them to view a map of the final installation before the project even begins. Due to the extensive measurements created from the 3D Point Cloud Scanning, a majority of the work can be completed off-site, significantly shortening the installation duration on-site compared to conventional approaches. Brady is committed to staying at the forefront of innovation and will continue to implement tools like this to serve our customers more effectively. Check out our informational video: https://youtu.be/k2q4Gp_0DAw DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 Scope of Services- Standard Inclusions & Exclusions Work Area Brady should have free and clear access to the work area. All work is to be continuous any project delays requiring Brady to leave and remobilize to the site could add additional cost to the project. All Brady personnel and subcontractors shall take all means necessary to ensure that all debris are disposed of, and the work area is kept clean to guard against fire and safety hazards as well as to provide a more efficient work area. Safety Brady provides multiple safety training opportunities for our Associates to increase knowledge and communicating experience concerning workplace health and safety, in order to build their competence in hazard recognition and control. On an ongoing basis, Brady conducts OSHA 10 hour course for all field associates and 30 hour course for all superintendents as well as conducting concentrated training on all specific safety topics related to our industry. Brady’s site superintendent will advise your designated point of contact of any work which may affect the safety of your personnel, process, products or property. Our safety coordinator will conduct periodic audits of our operations. This includes continuous housekeeping and safety reviews of the work area. Brady excludes any testing, identification, removal, or disposal of hazard materials such as but not limited to asbestos. Project Turn Over Brady will hold a preconstruction meeting with the owner’s designated personnel to discuss and review the project scope of work, discuss any long lead items, and conduct a site visit before work begins. It shall be the owner’s responsible to inform Brady of any special sequencing or phased construction requirements, special hours for construction based on owner building occupancy, and/or delivery time line as related to project start and completion dates. The owner is responsible for informing Brady of any facility security regulations and requirements, parking arrangements, requirements for entering and leaving the facility, special rules regarding personnel, vehicles, tools and equipment, and hazard materials on site that we may come in contact with or working in close proximity to. All work for this project has been priced to be completed during straight time hours, which are Monday through Thursday 7:00 am to 5:30 pm, unless noted differently in the detailed scope of work. Project Close Out After competition of project and prior to turning the area and equipment over to the owner, a final inspection shall be conducted by the owner’s designate personnel and Brady's onsite superintendent to ensure project has been completed to the owner’s standards. Confidentiality Disclosure The contents of this document are considered proprietary and confidential. This information is to be maintained in confidence and should not be disclosed to others including but not limited to, competitors, customers and suppliers. Any unauthorized use, disclosure or duplication of this information without written consent of Brady is strictly prohibited. DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 GENERAL TERMS AND CONDITIONS 1. Acceptance. This proposal is subject to acceptance within thirty days (30) days from submittal date and are subject to credit approval. Customer’s acceptance of Services by Brady Services on this order will in any event constitute an acceptance by customer of these terms and conditions. 2. Applicable Conditions. The terms and conditions on the fact hereof and as set forth below shall constitute the entire contract between BRADY TRANE SERVICES, INC. (and its subsidiaries; Brady Services, Inc. and J Brady Contracting, Inc.) (hereinafter called “Seller”) and the party or parties purchasing goods and/or services from Seller (“hereinafter called buyer”) and shall exclusively govern the sale of goods covered hereby. These terms and conditions shall supersede any provisions, terms, and conditions contained on any purchase order or other writing the Buyer may heretofore or hereafter issue; and Buyer is hereby notified of Seller’s objection to any terms inconsistent herewith and to any additional terms proposed by Buyer in its purchase order or any other writing. Any dispute or controversy arising between Seller and Buyer with respect to the goods and/or services provided by Buyer hereunder shall be resolved pursuant to the terms and conditions set forth herein. If Seller or Buyer have heretofore entered into a formal written contract for a specified term governing the sale of the good hereunder, then, notwithstanding the foregoing, the terms and conditions of such formal written term contract shall govern. 3. Price. The price of the goods and/or services sold hereunder shall be as specified on the face hereof, or, if no price is specified, the price shall be at Seller’s price in effect at date of shipment. In the event of Government action, order, or request, which, prior to delivery, prevents Seller from adjusting or continuing in effect the price herein quoted. Seller shall have the right to cancel this contract. 4. Taxes. Any taxes, excises, or other charges imposed on Seller by law on or incident to the production, sale, transportation, or use of the goods shall be paid by the Buyer, or in lieu thereof the Buyer shall provide Seller upon demand with a tax exemption certificate acceptable to the taxing authorities. 5. Transportation. Transportation charges do not constitute a part of the price and all prices are F.O.B. Seller’s plant, Greensboro, North Carolina unless otherwise noted on the price hereof. To the extent the Seller is to handle the shipment of goods (even though F.O.B. Seller), method and route of shipment are at Seller’s discretion, unless the Buyer supplies explicit instructions. 6. Terms of Payment. Payment is due upon receipt of Seller invoice. If Seller has reason to doubt Buyer’s financial ability to pay, Seller may decline to make further deliveries, unless Buyer pays cash with order or furnishes security satisfactory to Seller. Seller may cancel this contract if Buyer fails to make any payment due to Seller promptly when due. Buyer agrees to pay interest on any payment due hereunder at a rate of 1½ percent (1½ %) per month from the date payment is due until paid in full. Buyer also agrees to pay all costs, including reasonable attorneys’ fees and all court costs, incurred by Seller in the enforcement of any obligation of Buyer hereunder. 7. Grant of Security Interest. To secure the payment of any and all sums due hereunder, Buyer hereby grants Seller a continuing security interest in the goods sold hereunder, such security interest to continue until the satisfaction, in full, of Buyer’s obligations arising hereunder and any other obligations Buyer may have to Seller. Seller shall have all rights of a secured party under the Uniform Commercial Code or similar statute of the State in which the good are located. Buyer, by acceptance of the good s sold hereunder, hereby appoints the officers of Seller as Buyer’s Attorney in Fact to execute Uniform Commercial Code financing statements on behalf of Buyer. 8. Default by Buyer. In the event Buyer shall fail to make payments for the goods and/or services sold hereunder as and when due and in accordance with the terms and conditions hereof, in such event, Buyer shall pay Seller, in addition to the sums due hereunder, all of Seller’s costs of collection from Buyer, including, but not limited to, attorney’s fees. 9. Risk of Loss. Risk of loss and responsibility for containers and all goods sold hereunder shall pass to Buyer upon Seller’s delivery to carrier whether or not Seller pays all or part of the freight and regardless of any F.O.B. designation in the contract or herein. 10. Warranty – Liability. Any warranty with respect to the goods sold hereunder shall be limited to the manufacturer’s warranty (if any) for the goods. In no event shall Seller be liable for any breach of the manufacturer’s warranty or any consequential or special damages of for transportation or other expenses which may arise in connection with any defective goods. Seller’s warranty for service shall be limited to its service warranty policy in effect at the time the service is performed. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIED EXPRESS OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS. 11. Claims. Any action for Seller’s breach of this contract must be commenced within one year after the cause of action has accrued. 12. Technical Support. The advice of the technical staff of the Seller is available to Buyer, but the Seller does not warrant or guarantee such advice. 13. Applicable Law—Amendment. The construction, performance and completion of this contract shall be governed by the law of the State of North Carolina without regard to any provisions regarding conflicts of law. No modification or release shall be effective unless in writing, signed by both parties and specifically stating it is such a modification or release. 14. Excuses for Nonperformance. Deliveries shall be subject to, and contingent upon, strikes, labor difficulties, riot, civil unrest, war, fire, delay or defaults of common carriers, failure or curtailment in the Seller’s reasonable control, and the Seller shall not be liable for any loss or damage arising therefrom. The Seller shall have the additional right, in the event of the happening of any of the above contingencies, at its option, to cancel this contract or any part thereof without any resulting liability. Any delivery or service not in dispute shall be paid for by Buyer regardless of other controversies relating to other delivered or undelivered goods. 15. Default – Waiver. If Buyer is in breach with respect to any of the terms of this contract or any prior contract, Seller may defer shipments until such breach is cured, or may treat such failure as final refusal to accept further shipments and nay cancel this contract without any liability whatsoever. Seller may terminate all or any unfilled part of this contract without any liability whatsoever in the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against bye Buyer, the inability of the Buyer to meet its debts as they become due, in the event of the appointment, with or without the Buyer’s consent, of an assignee for the benefit of creditors or of a receiver, or in the event Seller has reasonable grounds to believe Buyer will not meet its obligations hereunder. Either party’s waiver of any breach or failure to enforce any of the terms and conditions of this contract at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of the contract. 16. Indemnity and Liability: Brady Services shall indemnify, defend and hold Customer harmless from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injury or damage to real or personal property, to the extent caused by the negligence or misconduct of Brady Services. 17. Limitation of Liability. Buyer’s exclusive remedy and Seller’s exclusive liability under this contract or otherwise (including negligence) shall be for damages which shall in no event exceed so much of the purchase price as is applicable to the portion of the particular shipment or services with respect to which damages are claimed. In no event shall Seller be liable to Buyer for any other loss or damage, or for any incidental, special or consequential damages of any kind arising in connection with this contract or the products or services sold hereunder. 18. Asbestos and Hazardous Materials: Brady Services expressly exclude any identification, abatement, cleanup, control, disposal, removal or other work connected with asbestos or other hazardous materials (collectively, “Hazardous Materials”). Should Brady Services become aware of or suspect the presence of Hazardous Materials, Brady Services 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 Services. Brady Services shall be required to resume performance of the services only when the affected area has been rendered harmless. 19. Insurance: Brady Services maintains insurance in the following minimum amounts during the Term: Commercial General Liability -- $1,000,000 per occurrence; Automobile Liability -- $1,000,000 CSL; Workers Compensation -- Statutory Limits. If Customer has requested to be named as an additional insured under Brady Services insurance policy, Brady Services will do so but only to the extent of Brady Services indemnity assumed under the indemnity provision contained herein. Brady does not waive any rights of subrogation. 20. Performance. Services will be performed during normal working hours with any overtime or emergency labor billed separately, unless otherwise agreed to in writing. Duty to perform under this agreement and the price hereof are subject to the approval of Brady Services. Upon disapproval of the credit department or upon the occurrence of any such event as aforesaid, Brady Services may delay performance or, at its option, renegotiate prices, terms and conditions with the Customer. If Brady Services and Customer are unable to agree on such revisions, this agreement shall be canceled without any liability, other than Customer’s obligation to pay for services rendered by Brady Services to the date of cancellation. 21. General. This agreement contains all of the agreements, representations and understandings of the parties and supersedes all previous understandings, commitments or agreements, oral or written, related to the subject matter hereof. If any part of this agreement is deemed to be unlawful, invalid, void or otherwise unenforceable, the rights and obligations of the parties shall be reduced only to the extent required to remove the invalidity or unenforceability. Customer may not assign, transfer, or convey this agreement, or any part hereof, without the written consent of Brady Services. Subject to the foregoing, this agreement shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns. No modifications, additions or changes may be made to this agreement except in a writing signed by Brady Services. 22. Captions. The titles contained in this contract are for reference DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 NC General Contractor License – 63159 NC Mechanical Contractor License - 20378 NC Burglar Alarm License – 2595-CSA NC Low Voltage Electrical License - 25289-SP.FA/LV SC Mechanical Contractor’s License – M102151 SC General Contractor License – G119308 SC Security License - **not required in SC** purposes only and shall not affect in any way the meaning or interpretation of this contract. 23. Severability. In any provision of this contract shall be prohibited or invalid, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision and the remaining provisions of this contract. 24. Amendment. This contract is intended as the final expression of the parties’ agreement and is the complete and exclusive statement of the terms thereof. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary or modify the written terms hereof; and neither party shall claim any amendments, modification or release from any provision hereof by reason of (a) a course of action or mutual agreement unless such agreement is in writing signed by the other party and specifically stating it as an amendment to the contract, (b) course of performance, or (c) usage of trade. No modification or addition to the contract shall be effected by the acknowledgement or acceptance by Seller of any purchase order, acknowledgement, release or other forms submitted by Buyer containing other or different terms or conditions. Applicable only in the United States: 25. Equal Employment Opportunity/Affirmative Action Clause. Brady Services is a federal contractor which complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60, 29 U.S.C. Section 793 and the applicable regulations contained in 41 C.F. R. Part 60-741; and 38 U.S.C. Section 4212 and the applicable regulations contained in 41 C.F.R. Part 60-250. DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25 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 4/3/2023 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,Greensboro NC 27415 Evanston Insurance Company (A)35378 Travelers Excess and Surplus Lines Company (A++)29696 XL Specialty Insurance Company (A+)37885 334991005 A X 2,000,000 X 300,000 10,000 2,000,000 4,000,000 X X Y GLO3433329 10/1/2022 10/1/2023 4,000,000 A 2,000,000 X X X Y BAP3433330 10/1/2022 10/1/2023 Hired Physical Damage 100/1,000 C D X X 5,000,000 X MKLV2EUL105276 EX-4S291802-22-NF 10/1/2022 10/1/2022 Y 10/1/2023 10/1/2023 5,000,000 X 0 $10M x $5M Excess 10,000,000 A X N Y WC3433328 10/1/2022 10/1/2023 1,000,000 1,000,000 1,000,000 B E Professional &Pollution Liab Builders Risk/Installation Fltr Leased &Rented Equipment HCC2268742 UM00145642MA22A 10/1/2022 10/1/2022 10/1/2023 10/1/2023 5,000,000 per occ/agg 500,000 Limit Limit 35,000 ded 5,000 ded 200,000 Orange County,its officers,official agents,and employees are additional insured with regards to General,Auto and Umbrella liability if required by written contract.A waiver of subrogation as respects workers compensation applies in favor of the Certificate Holder if required by written contract.30 day notice of cancellation will be provided to the certificate holder except for nonpayment of premium. Orange County North Carolina PO Box 8181 Attn:Risk Management Hillsborough NC 27278 DocuSign Envelope ID: 6D5DF3EE-2E65-4EAE-B7BF-CBCEF1D63F25