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2024-104-E-AMS-Hoffman Mechanical Solutions-Board of Elections Daiken Service Agreement
Revised 01/24 1 [Departmental Use Only] TITLE BOE Daiken SAP FY 2024-2025 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), and Hoffman Mechanical Solutions, Inc. (the "Provider"). W I T N E S S E T H: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the services set out below to the County in accordance with the terms of this Agreement, time being of the essence. The services or materials or construction (hereinafter referred to collectively as “Services”) to be furnished under this Agreement are as follows: Board of Elections Daiken Equipment Service Agreement The term of this agreement rendered shall be from February 19, 2024 to December 31, 2024. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1.Payment: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed Two Thousand, Seven Hundred Sixty-Five Dollars, ($2,765.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2.Non–waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3.Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider’s acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4.Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Revised 01/24 2 http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5.Indemnity: To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider’s duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 6.Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7.Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8.Governing Law and Priority: Both parties agree this Agreement is governed by the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. 9.Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys’ fees. DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Revised 01/24 3 10.Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable 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. IN WITNESS WHEREOF, this Agreement is effective upon its execution by Orange County and the Provider. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. Hoffman Mechanical Solutions, Inc P.O. Box 8181 104 Vantage Point Drive Hillsborough, NC 27278 Cayce, SC 29033 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A 2/12/2024 President 2/15/2024 Revised 01/24 4 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Hoffman Mechanical Solutions, Inc. Vendor Contact Person: Chad James (chad.james@hoffmech.com) Phone: 336.516.2157 Address: 104 Vantage Point Drive City Cayce State: SC Zip: 29033 Department: AMS Amount: $2765.00 Purpose: Board of Elections Daiken Service Agreement Budget Code(s): 61370035-800000-11002 Vendor # 65278 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 02/19/2024 End Date 12/31/2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by AMS 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: 11002) 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. This agreement is approved as to technical form and content. 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: DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A 2/12/2024 2/12/2024 2/13/2024 2/15/2024 Revised 01/24 5 Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Version 10.5.2023 Page 1 of 9 VRV Maintenance Plan VRV Maintenance Plan Standard January 1, 2024 through December 31, 2024* PREPARED FOR: Orange County SITE NAME: Orange County Board of Elections SITE ADDRESS: 208 S Cameron St., Hillsboro, NC LOCAL HMS OFFICE: Greensboro, NC PREPARED BY: Chad James DATE: 10/25/2023 Our Mission: At Hoffman Mechanical Solutions, Inc. our mission has always been simple: to provide support with first class service and top technical people that exceeds the expectations of our customers. Alabama Mechanical #639-019 Georgia Mechanical #CN211360 Mechanical #28275 Electrical # 27063 Mechanical #M113953 General #G120314 Electrical #113953 Tennessee Mechanical #71199 Virginia Mechanical #2705164248 Licenses North Carolina South Carolina DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Version 10.5.2023 Page 2 of 9 VRV Maintenance Plan Preventative Maintenance Service Agreement PURPOSE: The purpose of this service agreement is to ensure the Manufacturer's recommended preventative maintenance and service is performed on your HVAC equipment and components. Proper maintenance will insure efficient and effective equipment operation. CUSTOMER PHONE SUPPORT: Hoffman Mechanical Solutions, Inc. (“HMS”) will provide phone support from certified HVAC Technicians during normal business hours. (M-F: 8am – 5pm excluding holidays) Phone support will allow your on-site employees to call for assistance with routine operation or basic troubleshooting. AFTER HOURS SUPPORT: Emergencies can and usually happen when you least expect them and many times on the weekends or after 5:00 PM. It is very important to HMS to provide support in all emergency situations for all of our customers. We have technicians available 24-7-365 via our emergency answering service. You can utilize this service in an after-hours emergency by calling: (855) 761-HVAC (4822) After receiving the call, our technician will first attempt to solve the issue via phone support. If the problem persists, we will discuss the urgency with you and dispatch a service technician to your site upon your approval. In the event of an emergency, HMS will respond to your need via phone support within 1 hour. Should the issue require a technician to respond, we will have someone at your site within 4 hours after original notification. DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Version 10.5.2023 Page 3 of 9 VRV Maintenance Plan Experience and Qualifications HMS has created a Team which is 100% dedicated to performing VRV/VRF Service. All team members have received Daikin factory authorized training and three (3) individuals have obtained “Daikin VRV Service Champion” status. Hoffman variable refrigerant technicians are properly equipped with laptop computers and the appropriate manufacturer specific software diagnostic / data logging tools required to work on VRV / VRF equipment. Each HMS variable refrigerant technician possesses and is trained on Daikin’s OEM “service checker” diagnostic software. VRV / VRF Equipment Background: Hoffman & Hoffman has represented VRV/VRF equipment since 2008. Originally, we sold Mitsubishi VRF equipment but later changed to Daikin VRV to better complement our line of traditional HVAC equipment. The total combined sales of these two product lines is greater than 30,000 tons of equipment on over 700 projects. HMS has been heavily involved with startup, commissioning, and warranty assistance on most of the equipment sold since January 2013. In addition to start-up and warranty support, HMS currently provides owner direct Preventative Maintenance Service Agreements to approximately 50 variable refrigerant customers. All our Daikin VRV service personnel are factory trained and equipped with specialized troubleshooting electronics and documentation. Vehicles used by these technicians are fully stocked to provide complete repairs to critical components on VRV equipment, without the need to reschedule for parts acquisition. Training Support: Hoffman & Hoffman provides Daikin VRV Factory Certified Technical Training for customers at three (3) different laboratory facilities within our Region including one in our Columbia, SC office. Each of these facilities has fully operational VRV equipment and systems inside the lab, as well as classrooms for lecture and presentations. Each technician is experienced at all aspects of VRV / VRF including new equipment commissioning, service repairs, and scheduled preventive maintenance. Each of these technicians share the following: 1. Technicians are factory trained with years of experience in servicing this type of equipment. 2. Technicians have all OEM recommended diagnostic equipment on their vehicle. 3. Technicians have specialized spare parts inventory on their service vehicle to restore operation of the equipment for most service calls. The spare parts list may be customized to meet the exact needs for the facility. 4. Technicians share an on-call rotation to make them available 24/7/365 for after-hours emergency service. 5. Factory direct support is available to all technicians. To complement our variable refrigerant team, HMS also has diversified traditional HVAC service technicians in the area. Combined, our staff provides comprehensive HVAC service support to our customers. **Certificates are available upon request** DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Version 10.5.2023 Page 4 of 9 VRV Maintenance Plan Customer Benefits with Daikin VRV Preventive Maintenance Program Coil Cleaning & Filter Changing (optional) - As the outdoor or indoor heat exchangers accumulate dust or pollen particulate, the VRV system compensates by increasing fan speeds. The results are higher energy costs, and capacity reduction at full load. Confirm Proper Refrigerant Level - Any loss in refrigerant will affect the system’s capacity and efficiency. A low refrigerant condition will force the VRV compressor to increase speed in an attempt to circulate more refrigerant to the indoor units. This increases energy consumption and causes premature wear on the VRV compressor. Daikin System Analyzing – Use of Daikin’s service checker / data logging equipment allows HMS to evaluate system performance and make recommendations for improvement. DIII Network - Daikin’s DIII communication network transfers data between all equipment on the network. As part of our Preventative Maintenance Service Agreement, HMS will check the integrity of this communication buss which is critical to the efficient control of the entire system. Many VRV systems include highly engineered and complex ancillary equipment such as 100% outside air units. HMS’s team of technicians is trained on equipment made by multiple manufacturers and has the expertise required to provide maintenance on the overall system. OEM Parts Stock - The Hoffman Organization is a major parts and equipment distributor for Daikin. We have extensive inventory on hand in the event of a service emergency. Service Discounts - Our Service Agreement Customers benefit from a discount on parts, equipment, and labor charges if a service call is needed. Priority Response - Premium response time is given to our service agreement customers as a benefit to your preferred status. In addition to our standard preventative maintenance offering, customers may elect to pre- purchase a block of hours to be used for non-preventative maintenance and/or repair services. These hours can be used at the customer’s discretion and may be applied to equipment not included in the PM agreement. Maintain Performance - Our Daikin Factory Authorized preventive maintenance program provides evaluation of critical components and settings which may lead to recommendations on how to optimize performance, efficiency, and extended the lifespan of your VRV system. Support facility staff and establish a schedule to provide seasonal inspections/maintenance. Ideally, the mutually developed schedule will allow time to address deficiencies before peak heating/cooling season and allow maximum facility uptime. DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Version 10.5.2023 Page 5 of 9 VRV Maintenance Plan EQUIPMENT LIST INSPECTION SCHEDULE Base Daikin VRV/VRF preventative maintenance service agreement: Outdoor Units. o Investigate alarms. o Verify proper power supply. o Visually inspect electrical connections. o Visually inspect for signs of refrigerant leaks. o Visually inspect coil cleanliness. o Verify temperature and pressure sensor calibration. o Verify coil temperature control processes. o Verify proper refrigerant level. o Verify proper DIII communications. o Record operating data. Indoor Units. o Investigate alarms. o Verify sensor calibration. o Verify fan operation. o Confirm start/stop command operation. o Verify indoor unit response to temperature setpoint changes. o Verify proper EEV control. o Verify proper Branch Selector box mode control. o Backup iTouch Manager/Controller database. (If equipped.) DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Version 10.5.2023 Page 6 of 9 VRV Maintenance Plan SERVICE AGREEMENT PRICING SUMMARY: For North Carolina Only – All taxes are excluded and will be added to the sell price listed. See NCDOR Form E-589CI. *This Agreement is for the period of time indicated on page 1 (the “Initial Term”). The Agreement will automatically renew on a year-to-year basis at the end of the Initial Term and thereafter, unless the Customer or HMS gives the other written notice that it does not want to renew. Written notice not to renew must be delivered at least thirty (30) days prior to the end of the Initial Term or any renewal term. The Agreement price shall increase each renewal year by no more than the GDP annual percentage increase from the most recent calendar year, unless HMS otherwise notifies Customer in writing. The Agreement price is predicated on HMS’s providing service during regular working hours on regular working days. If Customer requests that work be performed at times other than regular working hours or days, Customer shall pay HMS any additional charges that arise, including the costs of premium / overtime pay. WORK ADDITIONAL TO BASE AGREEMENT: In the event work is required in addition to the base agreement, HMS offers the following labor rates: Please note that the below prices are at all times subject to escalation. As a service agreement customer you will receive a discount of $10 off per hour of current street rates. Daily Truck Charge: $120 208 S Cameron St., Hillsborough, NC 27278 Annual Quarterly Inspections Base Service Agreement 2,765$ 691.25$ *Price does not include taxes Total =2,765$ 691.25$ Hourly Rates for T&M Work Labor Classification Street Rate Overtime Mon - Fri, 8 am - 5pm After hours and Holidays Industrial Boiler/Steam Systems $230.00 1.5 X Hourly Rate Project Management $175.00 1.5 X Hourly Rate ABB Drive Technician $175.00 1.5 X Hourly Rate VRV Service Technician $175.00 1.5 X Hourly Rate HVAC Boiler Technician $175.00 1.5 X Hourly Rate HVAC Chiller Technician $175.00 1.5 X Hourly Rate HVAC Service Technician $160.00 1.5 X Hourly Rate VRV Tech Assistant $160.00 1.5 X Hourly Rate *Specialty Equipment Fees List Price 1.5 X Hourly Rate * Nominal equipment fees will apply as applicable to repair scope of work. Example - $50 per day for brazing/welding equipment and supplies. The intention is for Hoffman to recoup the consumable expense of providing specialty tools and materials of trade. This is NOT a source of profit for the service provider. HVAC Technician Assistant $140.00 1.5 X Hourly Rate Cooling Tower Technician $140.00 1.5 X Hourly Rate DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Version 10.5.2023 Page 7 of 9 VRV Maintenance Plan OWNER RESPONSIBILITIES: The Owner will operate all equipment per Manufacturer's recommendations and report unusual conditions to HMS. The Owner will provide safe and free access to the equipment and address any reported/known Safety deficiencies. GENERAL: The Owner reserves the right to competitively bid equipment repair and/or replacement. HMS personnel will comply with all Owner policies and procedures. Additional work to be approved in advance by Owner authorized representative. HMS personnel will be qualified and certified as needed to perform the work listed in this Service Agreement. All materials and supplies will meet Manufacturer's specifications. All work will be completed in a timely manner and will include clean-up. HMS will provide the Owner with a preventative maintenance/log sheet for each piece of equipment inspected. Along with the Field Report, the log sheet will provide comprehensive information about the work performed and equipment condition. Unless otherwise noted, HMS will provide all supplies/material/tools required to perform the preventative maintenance, service, and inspections listed in the contract. The Owner will be provided with all EPA required Refrigerant Management information. All work performed will be warranted for 90 days on labor and 1 year on parts. GENERAL EXCLUSIONS: Repairs – All repairs (labor and material) shall be performed as Time and Material and/or quoted price outside the scope of this Agreement. Overtime and/or premium time, such as nights, weekends, and holidays. DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Version 10.5.2023 Page 8 of 9 VRV Maintenance Plan PREPARED FOR: Orange County SITE NAME: Orange County Board of Elections SITE ADDRESS: 208 S Cameron St., Hillsboro, NC LOCAL HMS OFFICE: Greensboro, NC PREPARED BY: Chad James DATE: 10/25/2023 As a condition of this Proposal, all work performed by HMS shall be only in accordance with the Terms and Conditions, attached and incorporated herein by reference. In the event any terms of any other purchase order or project contract documents conflict with or add to the attached Terms and Conditions, those other terms are rejected by HMS. Furthermore, this Agreement is contingent upon final approval of the Hoffman Credit Department and may be rescinded in the Company’s sole discretion. Agreement price will remain firm for a period of 30 days. On-site safety training and drug testing is not included in proposal unless noted. HMS will invoice quarterly in advance. Payment terms are net 30 days. An additional 3.0% convenience fee will be added to the total amount due for any payments received via credit card. Please feel free to contact me if you have any suggested changes. If accepted, sign and date below and return to HMS with purchase order information. Sincerely, Chad James HMS Sales Service Representative Proposal Accepted: _____________________________ _______________________________ Signature Date _____________________________ ________________________________ Please Print Name Title ______________________________ Purchase Order Number DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A TERMS AND CONDITIONS 10/21 “Hoffman” shall mean Hoffman Mechanical Solutions, Inc. and its officers, employees and agents. “Customer” shall mean the person or entity entering into this Agreement to purchase services and/or goods. 1. Controlling Terms & Conditions: This Agreement, upon Customer’s acceptance, is limited to the terms and conditions stated herein, despite any additional or conflicting terms and conditions contained in any purchase order, any other document presented by Customer, or any contract document between Customer and any third-party (i.e., owner, other contractor, etc.), all of which additional or conflicting terms are hereby rejected by Hoffman. No waiver of, or modification to, these Terms and Conditions shall be valid unless made in writing and signed by an authorized representative of Hoffman. Hoffman salespeople are not authorized to waive or modify any Terms and Conditions. The terms of any written proposal / quote made by Hoffman (“proposal”) and these Terms and Conditions shall constitute the entire agreement of the parties. 2. Acceptance: Any Hoffman proposal expires if not accepted by Customer within thirty (30) days from the date of the proposal. Prices are at all times subject to escalation. Typographical and clerical errors in quotations, orders and acknowledgments are subject to correction. Customer is deemed to have accepted any Hoffman proposal, including these Terms and Conditions, when Customer either (a) receives and retains an acknowledgement from Hoffman without written objection within ten (10) days, (b) accepts delivery of all or any part of the goods ordered, (c) provides to Hoffman delivery dates, shipping instructions, or other instructions evidencing acceptance, or (d) otherwise executes or assents to any proposal or these Terms and Conditions. If Customer accepts any proposal, Customer’s order shall be deemed acceptance of the proposal subject solely to Hoffman’s terms and conditions. If Customer’s order is expressly conditioned upon Hoffman’s acceptance or assent to terms and/or conditions other than those stated herein, return or acknowledgment of such order by Hoffman with Hoffman’s Terms and Conditions attached or referenced serves as Hoffman’s notice of objection to, and rejection of, Customer’s terms and as Hoffman’s counteroffer to provide goods or services in accordance with the Hoffman proposal and Hoffman’s Terms and Conditions. If thereafter Customer does not object to Hoffman within ten (10) days by written notice to Legal@hoffman-hoffman.com, Hoffman’s counteroffer will be deemed accepted by Customer. Customer’s acceptance of all or any part of any goods ordered will constitute Customer’s acceptance of Hoffman’s proposal subject to Hoffman’s Terms and Conditions. 3. Additional Services / Materials: As work progresses, there may be a need for additional services or goods, which could not be anticipated at the time this Agreement was entered. Hoffman shall notify Customer of the description and price for such additional work or material. If Customer authorizes Hoffman to proceed with the additional work or materials, the contract price and dates of completion shall be mutually agreed upon and adjusted accordingly, or Hoffman shall not be responsible for the extra work. 4. Terms of Payment / Taxes: Payment is due net thirty (30) days from the date of each Hoffman invoice to Customer. Interest at the rate of 1 1/2% per month (or the highest interest rate allowed by applicable law, if lower) may be charged after the 30-day period until payment is received. Hoffman accepts credit card payments. If Customer chooses to pay by credit card, Customer is subject to an additional convenience fee of 3.0% of the total amount paid by credit card. Customer shall pay all costs of collection incurred by Hoffman including, but not limited to, reasonable attorneys’ fees, collection fees and court costs. Hoffman may suspend all further services and transactions (regardless of their status) without liability if Customer’s account is more than thirty (30) days past due or if Customer’s credit, in the sole judgment of Hoffman, is impaired at any time. Partial invoices may be submitted for any portion of completed work and/or delivered materials. While risk of loss passes to Customer, Seller will have a purchase- money security interest in all goods (including any accessories and substitutions) purchased under this Agreement to secure payment in full of all amounts due Hoffman, and the underlying proposal, together with these Terms and Conditions, form a security agreement (as defined by the UCC.) Customer shall keep all goods purchased under this Agreement free of all taxes and encumbrances, shall not remove said goods from their original installation point and shall not assign or transfer any interest in said goods until all payments due Hoffman have been made. The purchase-money security interest granted herein attaches upon Hoffman’s acceptance or acknowledgment of this Agreement and Customer’s receipt of said goods, but prior to installation. Customer will have no rights to set off against any amounts which become payable to Hoffman under this Agreement or otherwise. Customer is responsible to pay in full for the services and/or goods provided by Hoffman regardless of whether such goods or services are funded for Customer pursuant to any extraneous contract and/or by an applicable project owner or contractor. Notwithstanding any Customer form or document to the contrary, Hoffman shall not release any rights to make a lien and/or bond claim, or other claim for damages, in connection with its work or anticipated work (including the sale of goods and/or services) until Hoffman has obtained payment in full for such work and any damages. Unless otherwise agreed by Hoffman in writing, Customer shall pay to Hoffman, in addition to the contract price, all sales, use, excise, privilege or other taxes imposed by any local, state or federal taxing authority payable in connection with the services and/or goods furnished hereunder. 5. Shipments / Claims: All shipments of goods are at Customer’s risk, f.o.b. factory, or if shipped from another location, f.o.b. point of shipment, with charges either allowed, added to invoice, or collected as noted. Any claims for damage or shortage or loss in transit must be filed by Customer against the applicable carrier. 6. Warranties: Upon condition that Hoffman receives payment in full for all amounts owed, Hoffman (a) extends to Customer the manufacturer’s warranty (a copy of which is available upon request) on any goods purchased, and said manufacturer’s warranty is in lieu of any warranties contained in any applicable project contracts, conditions, plans, or specifications, and (b) warrants that the labor it provides will be performed in a workmanlike manner in accordance with industry standards. No claim for defective workmanship under this warranty may by brought unless Customer provides Hoffman with written notice of such defect within ninety (90) days from the date such services are performed. HOFFMAN MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Hoffman does not commit that the equipment sold will effectively control, eliminate, kill or prevent the spread of COVID-19 or other mold, bacteria, virus, or pathogen, and Hoffman expressly disclaims that the product is fit for this purpose. Hoffman shall have no liability or duty to defend or hold harmless Customer or any other third-party with respect to any claim, injury, loss or damage arising from or in connection with COVID-19. 7. Limitation of Remedy and Liability: To the extent Hoffman is liable to Customer under any legal theory, HOFFMAN’S MAXIMUM LIABILITY (HOWEVER ARISING) SHALL NOT EXCEED ONE HALF (.5) TIMES THE AMOUNT ACTUALLY PAID HOFFMAN UNDER THIS AGREEMENT FOR ANY GOODS AND/OR SERVICES WHICH ARE THE CAUSE OF ANY LOSS OR DAMAGE TO CUSTOMER. HOFFMAN SHALL HAVE NO LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR LIQUIDATED DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, INCOME, PROFIT OR PRODUCTION, LOST DATA, SPOILAGE, DELAY, OR INCREASED COST OF OPERATION. SAID EXCLUSIONS APPLY EVEN IF HOFFMAN HAS BEEN ADVISED OF SUCH POSSIBLE DAMAGES OR IF SUCH POSSIBLE DAMAGES WERE REASONABLY FORESEEABLE. In addition to the foregoing, Hoffman’s liability shall be further limited to only that proportion of the loss or damage suffered by Customer, which is directly caused by, and the fault of, Hoffman. Hoffman shall have no responsibility for misuse of any system or goods by the Customer or third parties, for the negligence of Customer or third parties, for the design of the system, or for obsolescence, failure of, or damage to equipment caused by power interruptions, low voltage, burned out fuses, single phasing, phase reversal, low water pressure, vandalism or other deficiencies or causes beyond Hoffman’s control. Customer acknowledges that Hoffman is not responsible for the design of goods or services purchased and did not participate in any project planning or design in connection with such goods or services. Under no event shall Hoffman owe any duty or have any obligation whatsoever to any customer or client of Customer or to any other third party. 8. Indemnification / Insurance: To the fullest extent permitted by law, Customer shall indemnify, hold harmless and defend Hoffman and its officers, employees and agents from and against all claims, demands, liabilities, suits, judgments, awards, or expenses of any kind (including reasonable attorneys’ fees and costs incurred defending such claims or demands, regardless of whether they result in legal action or are prosecuted to final judgment or award), which result or arise from Customer’s purchase, installation, or use of goods or services provided by Hoffman, including all claims that goods sold or guidance provided by Hoffman or its employees contributed to or failed to prevent or control the spread of COVID-19 or other mold, bacteria, virus, or pathogen. To the fullest extent permitted by law, the obligations of defense and indemnification set forth herein shall be binding upon Customer no matter what the nature of the claim asserted may be (whether it be for negligence, warranty, strict liability, or otherwise) and shall be binding even if Hoffman is alleged or proven to have acted negligently; provided, however, that Customer shall have no obligation to provide indemnification to Hoffman if the claim asserted arises in negligence and is finally adjudicated to have arisen solely from the negligence of Hoffman. Customer shall also indemnify and hold harmless Hoffman from all liability for taxes owing in connection with Customer’s purchase of goods or services. The obligations and rights to indemnity herein shall not negate, abridge or reduce other such rights or obligations under law. This Agreement does not require Customer to indemnify Hoffman for Hoffman’s own negligent or intentional acts or omissions to the extent that doing so would violate applicable law. Customer and Hoffman jointly authorize and request any court or arbitrator considering the enforceability of this paragraph to re-write this paragraph so that it requires Customer to defend, indemnify, and hold Hoffman harmless to the fullest extent permitted by applicable law. Upon written request of Customer, Hoffman shall be required to name Customer as an additional insured to only the coverage types listed on Hoffman’s standard Certificate of Insurance (available upon request). In no event does Hoffman waive any rights of subrogation. 9. Claims Resolution / Governing Law: Unless Hoffman elects otherwise, all claims and disputes between Customer and Hoffman arising out of or relating to performance of any agreement or breach thereof must be decided by binding arbitration in accordance with the Construction Industry Arbitration rules of the American Arbitration Association (AAA). Demand for Arbitration must be filed in the regional office of the AAA closest to Greensboro, North Carolina, and the filing party must serve such Notice upon the other party in accordance with AAA rules. The procedural and substantive law of the State of North Carolina must apply in and to all arbitration proceedings, and Greensboro, North Carolina, is designated as the sole and exclusive venue for such proceedings. Any award arising from such proceedings shall be final and binding upon the parties and enforceable in accordance with the Federal Arbitration Act. Hoffman and Customer agree that their transactions involve interstate commerce. This Agreement shall be governed by and construed solely in accordance with the laws of the State of North Carolina, without regard to principles of conflicts of laws. Hoffman shall have the sole and exclusive right, at Hoffman’s sole and absolute discretion, to waive the arbitration provision and to elect to litigate any claim or dispute in a court of appropriate jurisdiction. Unless Hoffman elects another court of appropriate jurisdiction in Hoffman’s sole and absolute discretion, the state courts located in Greensboro, Guilford County, North Carolina, shall be the sole and exclusive forum for any litigation between Hoffman and Customer. Customer consents to the jurisdiction of the state and federal courts located in Greensboro, Guilford County, North Carolina. 10. Delays / Penalties / Force Majeure: Delivery dates are approximate and not guaranteed. In no event and under no circumstances whatsoever, will Hoffman be liable for any damages or expenses caused by any failure or delay in making delivery of goods or in performing services hereunder. No penalty clause or liquidated damages of any kind (for delays or otherwise) apply to Hoffman unless pre-approved in writing by a Hoffman officer. Furthermore, in no event and under no circumstances whatsoever, will Hoffman be liable under this Agreement for any event of force majeure, including but not limited to, acts of God, riot, war, terrorism, inclement weather, labor strikes, material shortages, pandemic, and other causes beyond Hoffman’s reasonable control. 11. Customer Responsibility: Customer shall provide Hoffman’s personnel with a safe work environment in which to perform their services under this Agreement and provide Hoffman personnel with required utilities (water, electricity, compressed air, etc.) and reasonable access to Customer’s facilities (elevators, receiving dock, etc.). Customer shall provide adequate service access space and shall remove any stock, fixtures, partitions, etc. necessary to perform the service. Customer shall promptly notify Hoffman of any unusual operating conditions. 12. Hazards: Hoffman is not responsible for the identification, detection, abatement, encapsulation or removal of hazardous substances, such as (without limitation) asbestos, products or materials containing asbestos, mold, fungi, mildew, or bacteria. In the event Hoffman encounters any such hazardous substance or condition in the course of its actions under this Agreement, Hoffman may suspend its work and remove its employees from the subject project, until any such hazardous substance or condition no longer exists. Hoffman shall receive an extension of time to complete its work and additional compensation for delays encountered as a result of any such situation. At all times now and in the future, Hoffman takes no responsibility for and makes no representations or warranties concerning any existing or future hazardous substance or condition (i.e., mold) or the remedy or prevention thereof. Furthermore, Customer has a duty to alert Hoffman of any known or likely potential hazards at any project site where Hoffman’s representatives and affiliates may be present in connection with this Agreement. 13. Refrigerant: Customer shall be responsible for any expense in connection with the modification, removal, replacement or disposal of any refrigerant, as required by law. 14. Termination: Hoffman may terminate any of its obligations under this Agreement, if Customer fails to pay amounts owing to Hoffman when due, fails to perform or comply with any material provision of this Agreement, or otherwise breaches this Agreement, if such failure or breach is not cured within ten (10) business days after receipt of written notice from Hoffman. Upon termination by either Party, Customer shall be liable to Hoffman for all goods (including any goods specially ordered, but not delivered) and services provided and all damages and losses sustained by Hoffman, including lost profits. 15. Equal Employment Opportunity / Affirmative Action Clause: Hoffman and Customer shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status. 16. Government Contracts: If Customer’s purchase of goods or services is in any way connected to any federal, state, or local government project, which implicates or utilizes any Small, Minority or Disadvantaged Business incentives or qualifications (or other similar laws or regulations), Customer represents and certifies to Hoffman that Customer is performing a commercially useful function on such project. Currently, Hoffman does not comply with Executive Order 14042 Task Force Guidance as issued September 24, 2021 (“Guidance”). Any Hoffman bid/proposal is contingent upon Customer’s waiver of the requirements contained in the Guidance, when applicable. 17. Trust Funds: Customer agrees that all funds Customer receives that result from the labor, materials, and/or equipment furnished by Hoffman will be considered “Trust Funds.” Customer will hold all Trust Funds in trust for the sole and exclusive benefit of Hoffman. Customer will segregate Trust Funds from other funds. Customer will account for all Trust Funds and deliver all Trust Funds to Hoffman. Customer will not use Trust Funds for any purpose other than paying Hoffman. DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A 11/20/2023 MP Specialty Insurance 1179 Sunset Blvd. P.O. Box 4119 West Columbia SC 29171 Grayson Posey (803) 936-1601 (803) 936-1366 gposey@mpspecialty.com Hoffman & Hoffman, Inc.; Hoffman Mechanical Solutions, Inc.; Hoffman Building Technologies, Inc.; Hoffman Custom Solutions, LLC; Heat Transfer Sales, LLC dba Hoffman Hydronics 3816 Patterson Street Greensboro NC 27407 National Union Fire Insurance Company of Pittsburgh 19445 Travelers Property and Casualty Company of America 25674 New Hampshire Insurance Company 23841 23-24 REG, AI, WOS A Y Y GL 5268210 04/01/2023 04/01/2024 2,000,000 500,000 25,000 2,000,000 4,000,000 4,000,000 A Y Y CA 4489703 04/01/2023 04/01/2024 2,000,000 B 10,000 Y Y CUP-9S633893-23-NF 04/01/2023 04/01/2024 10,000,000 10,000,000 C N Y WC 015893762 04/01/2023 04/01/2024 1,000,000 1,000,000 1,000,000 [Job #: Job Type: All Projects/Contracted Work] Orange County, its officers, official agents and employees, owners and others required by contract are Additional Insureds if required by contract: Blanket General Liability Additional Insured - Owners, Lessees or Contractors - Schedule Person or Organization - CG2010 (12/19); Blanket Additional Insured - Owners, Lessees or Contractors - Completed Operations - CG 2037 (12/19); Blanket Primary and Noncontributory - Other Insurance Condition CG2001 (12/19); Blanket Amendment of Limits of Insurance - Per Project Aggregate Limit - 86681 (09/04); Blanket Waiver of Transfer of Rights of Recovery Against Others to Us Commercial General Liability Coverage Part, Products/Completed Operations Liability Coverage Part - CG2404 (12/19); Blanket Limited Advice of General Liability Cancellation Provided via E-Mail to Entities Other Than the First Named Insured - 30 Days - 107414 (03/11); Blanket Orange County 300 West Tryon Street P.O. Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Hoffman & Hoffman Inc. 00001106 MP Specialty Insurance 25 Certificate of Liability Insurance Additional Insured - Where Required Under Contract or Agreement - 87950 (09/14); Blanket - Insurance Primary as to Certain Additional Insureds - 74445 (10/99); Blanket Waiver of Transfer of Rights of Recovery Against Others to Us - Business Auto Coverage Form - 62897 (06/95); Blanket Limited Advice of Business Auto Cancellation Provided via E-Mail To Entities Other Than The First Name Insured - 107414 (03/11); Blanket Workers Compensation Waiver of Our Right To Recover From Others Endorsement - WC000313 (04/84); Blanket Limited Advice Cancellation Provided via E-Mail To Entities Other Than The Named Insured (Workers Compensation Only) WC990056 (04/11); Excess Follow-Form and Umbrella Liability Additional Insured - EU0001 (07/16) Pg 4 of 23; Coverage is Primary & Non-Contributory - EU0001 (07/16) Pg 15 of 23; Waiver or Transfer of Subrogation - EU0001 (07/16) Pg 16 of 23; Aggregated Limit Applies on a Per Project Basis - EU0113 (07/16); Blanket Designated Entity - (30) Day Notice of Cancellation Provided by Us - ILT405 (05/19). ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Hoffman & Hoffman, Inc.; Hoffman Mechanical Solutions, Inc.;MP Specialty Insurance 25 Certificate of Liability Insurance: Remarks Additional Insured - Where Required Under Contract or Agreement - 87950 (09/14); Blanket - Insurance Primary as to Certain Additional Insureds - 74445 (10/99); Blanket Waiver of Transfer of Rights of Recovery Against Others to Us - Business Auto Coverage Form - 62897 (06/95); Blanket Limited Advice of Business Auto Cancellation Provided via E-Mail To Entities Other Than The First Name Insured - 107414 (03/11); Blanket Workers Compensation Waiver of Our Right To Recover From Others Endorsement - WC000313 (04/84); Blanket Limited Advice Cancellation Provided via E-Mail To Entities Other Than The Named Insured (Workers Compensation Only) WC990056 (04/11); Excess Follow-Form and Umbrella Liability Additional Insured - EU0001 (07/16) Pg 4 of 23; Coverage is Primary & Non-Contributory - EU0001 (07/16) Pg 15 of 23; Waiver or Transfer of Subrogation - EU0001 (07/16) Pg 16 of 23; Aggregated Limit Applies on a Per Project Basis - EU0113 (07/16); Blanket Designated Entity - (30) Day Notice of Cancellation Provided by Us - ILT405 (05/19). ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A forms a part of policy ENDORSEMENT This endorsement, effective 12:01 A.M. No. CA 448-97-03 issued to Hoffman & Hoffman, Inc. by National Union Fire Insurance Company of Pittsburgh, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: ANY PERSON OR ORGANIZATION TO WHOM YOU ARE CONTRACTUALLY BOUND TO PROVIDE ADDITIONAL INSURED STATUS. BUT ONLY TO THE EXTENT AS SUCH PERSON'S OR ORGANIZATIONS LIABILITY ARISING OUT OF USE OF A COVERED AUTO. I.SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. - Who Is Insured, is amended to add: d. Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". However, the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and/or limits required by said contract or agreement. AUTHORIZED REPRESENTATIVE 87950 (9/14) 04/01/2023 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A 04/01/2023 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A ENDORSEMENT This endorsement,effective 12:01 A.M. forms a part of policy No. CA 448-97-03 issued to HOFFMAN & HOFFMAN, I NC. byNATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INSURANCE PRIMARY AS TO CERTAIN ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV -Business Auto Conditions, B., General Conditions, 5., Other Insurance, c., is amended by the addition of the following sentence: The insurance afforded under this policy to an additional insured will apply as primary insurance for such additional insured where so required under an agreement executed prior to the date of accident We will not ask any insurer that has issued other insurance to such additional insured to contribute to the settlement of loss arising out of such accident. All other terms and conditions remain unchanged. 74445 (10/99) Authorized Representative or Countersignature (in States Where Applicable) 04/01/2023 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A ENDORSEMENT This endorsement, effective 12:01 A.M. 04/01/2020 forms a part of policy No. CA 448-97-03 issued to HOFFMAN & HOFFMAN, I NC. by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV -Business Auto Conditions, A. -Loss Conditions, 5. -Transfer of Rights of Recovery Against Others to Us, is amended to add: However, we will waive any right of recover we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: ( 1)The "accident" or "loss" is due to operations undertaken in accordance with the contract existing between you and such person or organization; and (2 )The contract or agreement was entered into prior to any "accident" or "loss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovery funds obtained by any injured employee. AUTHORIZED REPRESENTATIVE 62897 (6/95) 04/01/2023 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A 04/01/202004/01/2023 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A ENDORSEMENT This endorsement, effective 12:01 A.M. 0-4/01/2020 forms a part of policy No.GL 526-82-10 issued to HOFFMAN & HOFFMAN, I NC. byNATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF LIMITS OF INSURANCE (Per Project or Per Location Aggregate Limit) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM I.Your policy is amended to include either a Per Project General Aggregate Limit, a Per Location General Aggregate Limit or a Per Project and Per Location General Aggregate Limit. Please select only one of the following: [X]Per Project General Aggregate Limit [ ] Per Location General Aggregate Limit $ 2,000,000 $ [ l Per Project and Per Location General Aggregate Limit $ IF NEITHER OF THESE BOXES ARE CHECKED, THIS ENDORSEMENT IS VOID. IF MORE THAN ONE OF THE THESE BOXES ARE CHECKED, THIS ENDORSEMENT IS VOID. II.SECTIO N Ill -LIMITS OF INSURANCE , is amended to include the following: 1.The Limits of Insurance and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2.The General Aggregate Limit is the most we will pay for the sum of: a.Medical expenses under Coverage C; b.Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the products-completed operations hazard"; and c.Damages under Coverage B. 3.The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard". 4.Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5.Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a.Damages under Coverage A; and b.Medical expenses under Coverage C 86681 (9/04) Page 1 of 2 04/01/2023 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A GL 5268210 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A GL 5268210 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A Certificate of Liability Insurance Delivery Memo Attached is the certificate of insurance requested with applicable policy coverage forms and endorsements. Please let us know if there are additional requirements for this certificate, and we'll get an update to you as quickly as possible. Pursuant to § 58-3-150 of the North Carolina Legal Code, risks, properties, or operations in the state of North Carolina, the "Description of Operations Box,"located at the bottom of the ACORD 25- Certificate of Liability Insurance, may not be used to insert hold harmless agreements, verbiage that summarizes or alters policy language, contractual requirements, certificate holder instructions, requirements, or additional commentary on marked coverage sections of the certificate. The Description of Operations Box on the ACORD 25- Certificate of Liability Insurance, may be used to reference the job/project number and job/project description and used to provide a listing of the policy forms' exact titles, form numbers and edition dates reflected on, and attached to the certificate. Partial quotation of any policy language regarding coverage, endorsements, conditions or provisions is strictly prohibited. Certificate denoted information is subject to applicable all policy terms, conditions and exclusions. For more information please visit the North Carolina Department of Insurance: https://www.ncdoi.com and https://www.ncleg.gov/Laws/GeneralStatuteSections/Chapter58. Best regards, Grayson Posey Commercial Account Manager gposey@mpspecialty.com 1179 Sunset Blvd. West Columbia, SC 29169 / PO Box 4119 West Columbia, SC 29171 Phone: 803-936-1601 / Fax: 803-936-1366 / 1-877-293-1853 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A POLICY NUMBER:ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION – NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION: SCHEDULE Number of Days Notice: PERSON OR ORGANIZATION: ADDRESS: PROVISIONS IL T4 05 05 19 © 2019 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. CUP-9S633893-23-NF 04/01/2023 30 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A 04/01/2023 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). forms a part of Policy No. WC 015-89-3762This endorsement, effective 12:01 AM 04/01 /2020 Issued to HOFFMAN & HOFFMAN, I NC. By NEW HAMPSHIRE INSURANCE COMPANY We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION TO WHOM YOU BECOME OBLIGATED TO WAIVE YOUR RIGHTS OF RECOVERY AGAINST, UNDER ANY WRITTEN CONTRACT OR AGREEMENT YOU ENTER INTO PRIOR TO THE OCCURRENCE OF LOSS. This form is not applicable in California, Kentucky, New Hampshire, New Jersey, North Dakota, Ohio, Texas, Utah, or Washington. This form is not applicable in Missouri when there is a construction code on the policy and there is Missouri premium or exposure. WC 00 03 13 (Ed. 04/84) Countersigned by ----------------------- Authorized Representative 04/01/2023 DocuSign Envelope ID: EF4B1761-E191-4214-9651-0FC3E17A972A