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HomeMy WebLinkAbout2026-227-E-AMS-Brady Service-Justice Facility Security Room Mini Split IntstallationRevised 01/24 1 [Departmental Use Only] TITLE Justice Security Room FY 2025-2026 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 10th day of June, 2026, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Brady Service, Inc, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Justice Facility HVAC Security Room Install ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the 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. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Revised 01/24 2 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, or addenda. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Justice Facility Security Room - Provide and install Mitsubishi 1-1/2 ton ductless split system. 4. Duration of Services a. Term. The term of this Agreement shall be from June 15, 2026 to September 10, 2026. 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 June 15, 2026. 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 Twenty-One Thousand, Seven Hundred Twelve Dollars ($21,712.00). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Angel Barnes) 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 Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Revised 01/24 4 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 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. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall 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. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Revised 01/24 5 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Revised 01/24 6 County 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 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. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Revised 01/24 7 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:A.Barnes Brady Service, Inc P.O. Box 8181 2025 16th Street Hillsborough, NC 27278 Greensboro NC, 27405 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Revised 01/24 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: _________________________________ Travis Myren, County Manager By: __________________________________ Jason Patterson, Asst. Corporate Secretary Printed Name and Title Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 6/3/20266/10/2026 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Brady Service, Inc Vendor Contact Person: Samantha Bailey (Samantha.Bailey@bradyservices.com) Phone: 336.709.9076 Address: 2025 16th Street City Greensboro State: NC Zip: 27405 Department: AMS Amount: $21,712.00 Purpose: Justice Facility Security Room Mini Split Intstallation Budget Code(s): 61370035-800000-30018 Vendor # 35152 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 06/15/2026 End Date 09/10/2026 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: HVAC) 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 6/3/2026 6/8/2026 6/8/2026 6/10/2026 Proposal Orange County Justice Center Security Room Mini Split Installation PO Box 8181 Hillsborough, NC 27278 Proposal Number 052526077 TH 5/25/2026 Attention: Angel Barnes Site Address: 106 E Margaret Lane Hillsborough, NC 27278 Samantha Bailey Brady Services Business Development Manager 336-709-9076 Samantha.bailey@bradyservices.com 24 Hour Emergency Service (800) 594-3010 bradyservices.com Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 2 of 15 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 equipment and services as detailed in the following pages. This proposal is based on our site visit and information provided by the owner for the installation of the new equipment. 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. Split System Scope of Work Equipment Demolition, Installation and Specification Brady will include all labor, accessories, tools, equipment and materials required to execute the installation of a new Mitsubishi 1 1/2 ton ductless split system. Pipe, Valves, Fittings Brady will furnish and install all pipe, valves, fittings and specialty items as needed for refrigeration piping. All refrigeration piping will be type “L” hard drawn copper tubing and wrought copper fittings. All piping will be cleaned, dehydrated, sealed and marked ACR. Copper to copper joints will be brazed with a copper-phosphorous brazing alloy containing a minimum of 15% silver. After completing piping work, Brady will perform a piping pressure test. Brady will use a vacuum pump to evacuate and dehydrated the refrigeration system until the system has been evacuated to 500 microns and held for four hours. Brady will charge the refrigerant piping system to meet the manufacturer’s specifications. Controls Brady to furnish and install a programmable thermostat and low voltage wiring. Electrical Owner to provide electrical service to the condensing unit disconnect. Brady will provide and install electrical wiring from owner provided disconnect at condensing unit to the equipment. Brady will provide and install electrical wiring from the condensing unit to the AHU. Electrical connection to equipment will be made with short lengths of flexible "Liquid - Tite" conduit. All equipment has been selected for 208 volts, 60 hertz and 1 phase electrical service. Brady will provide nameplates for identification of all equipment, motor starters and disconnect switches. Pipe Insulation Brady will insulate the refrigerant suction piping with ¾” armaflex insulation. Crane and Rigging Brady will furnish all crane, rigging, and trucking as needed for this project. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 3 of 15 Upon receipt of equipment on the job site, Brady will inspect the unit for possible damage during transit. This will include an inspection of unit exterior, all doors, access panels and openings. If damage has occurred it will be immediately reported to the delivering carrier and the damage noted on the receiving copy of the bill of lading. Air Balance Brady excludes system air balancing for this project. The AHU air flow rate will be set per the manufacturer’s specifications. Start-Up A Brady factory-authorized technician will perform start-up and inspection of the new split system according to the manufacturers' written instructions. Clarifications All work is based on straight time hours: Monday through Thursday from 7:00 am to 5:30 pm. Brady requires that the equipment for this project go through a submittal and review process to verify equipment design and performance before the final order of equipment will be released. This is completed to ensure that the end result meets the owner’s expectations. Brady will request that you assign a company representative to review and sign off on the equipment prior to order placement. When crane work is to be performed over an occupied area a crane lift plan will be provided by the crane company. The plan will be reviewed by Brady’s onsite superintendent and your site appointed personnel before any lifting begins. We will require the area surrounding the lift be cleared and barricaded during the work. Once all lifting has been completed, all work may resume. 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 owners equipment or building that adversely impact the cost of the project may result in additional changes. This proposal excludes all work on energized electrical systems, including but not limited to electrical panels, disconnects, motor control centers (MCCs), switchgear, or similar components. All connections, repairs, and modifications will be performed only after the equipment has been properly de-energized, locked out, and verified safe for work. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Agreement Price: Total Net Price: $21,712.00 Payment Schedule: 50% to be billed at proposal execution 50% to be billed monthly based on project progress Pricing Clarifications: • All prices INCLUDE Use Tax on materials only. NC Sales tax is EXCLUDED from above sell price subject to satisfactory completion of North Carolina Department of Revenue Form E-589CI, Affidavit of Capital Improvement, OR E-595E, Streamlined Sales and Use Tax Agreement Certificate of Exemption. • This proposal is valid for ten (10) days from the date of this proposal • Pricing is based on Net 30 days payment terms Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 5 of 15 Agreement Execution Execution of this proposal constitutes acceptance of the accompanying “Construction Agreement” Terms and Conditions. OWNER: CONTRACTOR: Brady Trane Service, Inc. (Name of Owner) (Name of Contractor) (Signature) (Signature) (Printed Name) (Printed Name) (Title) (Title) Date: Date: Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 6 of 15 This Construction Agreement (“Agreement”) is made on these terms and conditions, as of the date of the Agreement Execution (“Effective Date”), by and between the parties listed in the proposal. No waiver, alteration or modification of this Agreement shall be valid, unless made in writing and signed by Owner and Contractor. RECITALS WHEREAS, Owner desires to contract with Contractor for the performance of the Scope of Work set forth in The Proposal attached hereto; WHEREAS, Owner and Contractor have agreed to enter into this Agreement to set forth the terms and conditions for Contractor's services set forth in The Proposal (hereinafter the “Work”). NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows: Article 1 - Definitions As used throughout the Contract Documents, the following terms when capitalized shall have the designated meanings and other terms used herein but not defined below shall have the meanings ascribed to them throughout this Agreement: “Agreement Price” means the lump sum amount specified that is payable by Owner to Contractor in consideration for the performance of the Work. Agreement Price shall also include other compensation expressly agreed by Owner to be paid to Contractor in consideration of the Work, including but not limited to agreed-upon unit prices. “Applicable Laws” means all laws, building codes, rules, regulations, or orders of any federal, state, county, local, or other governmental body, agency or other authority having jurisdiction over the Site, or the performance of the Work at the Site, as may be in effect from time to time. “Certificate of Final Completion” means a form or documentation certifying Contractor’s claim of final completion of the Work. “Change Order” refers to a written document issued by Owner after commencement of the Work at the Site, which modifies the terms set forth in the Work Order. To be effective, any Change Order must be executed by both Owner and Contractor. “Completion Date” (or the plural thereof) means the dates specified in the Work Order for Contractor’s achievement of Substantial Completion and/or Final Completion, subject to any extension thereof by Change Order. “Contract Documents” refers to, collectively, this Agreement, and any Change Orders issued by Owner during the course of the Work, and all plans, specifications, and addenda. “Contract Time” means the amount of time specified to achieve Substantial Completion of the Work. “Date of Commencement” means the date performance of the Work commences. “Day” as used in the Contract Documents shall mean calendar day unless otherwise specifically stated. “Final Completion” means the full completion of the Work as required by the Contract Documents, as evidenced by Owner’s written acceptance of the completed Work in accordance with the provisions of Section 2.06 of this Agreement. “Permits” means all permits, waivers, variances, authorizations, or licenses issued by any federal, state, county, local, or other governmental body, agency, or other authority having jurisdiction over the Site, or the performance of the Work at the Site, as may be in effect from time to time. “Preconstruction Fee” shall be the agreed upon fee payable to Contractor for Professional Services performed prior to the establishment of an Agreement Price. “Professional Services” means services provided by an architect, engineer, land surveyor, construction manager, scientist, or technical consultant. “Site” means the building, office space, business location, or other location where the Work is to be performed or furnished. “Substantial Completion” means the stage in the progress of the Work when the Work is sufficiently complete so that Owner can utilize its property for its intended purpose. “Work” means the complete performance of the scope of Work as specified in either a purchase order or a Work Order and includes all labor necessary to produce, furnish, and/or install such services, all materials, fabrications, assemblies, and equipment (excluding Owner supplied equipment) incorporated or to be incorporated in such Work. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 7 of 15 Words and abbreviations that have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings. Article 2 – Scheduling, Subcontractors, Coordination, and Completion Section 2.01 Scheduling. The Date of Commencement shall be the later of the date set forth in a notice to proceed issued by Owner or the date all necessary Permits have been issued. Unless specifically stated in the Proposal, there is no required date or period of time required for substantial completion. Section 2.02 Subcontractors and Subconsultants. Upon request of the Owner, prior to commencement of the Work, Contractor shall submit to Owner for Owner’s approval a list of subcontractors, and subconsultants, if any, listed by proposed scopes of work, with addresses and telephone numbers, proposed to be used to perform the Contractor’s scope of Work. Owner shall have the right to object to any of the subcontractors and subconsultants, but Owner’s approval shall not be unreasonably withheld. In the event Owner objects to one or more subcontractors or subconsultants, Contractor shall not use such subcontractor or subconsultant on the Project, and shall propose another subcontractor or subconsultant for Owner’s consideration. All collective bargaining labor agreements that may apply for the performance of any part of the Work at the Site shall be observed. As applicable, union labor, or prevailing wages as required, shall be used to perform the Work if conditions or agreements at the Site require such labor. Section 2.03 Coordination. The schedule shall be periodically revised as required by the conditions of the Work, progress thereon, and the Project. The Work shall be performed so as to not unduly interfere with or disrupt the business operations of Owner. It is hereby recognized that, to accommodate ongoing business operations located on the Site, the Work may need to be performed during non- regular business hours, including working evenings and/or weekends. The Work shall be confined to those areas identified by Owner. All ingress and egress to the Site shall be confined to those areas approved in advance by Owner. The Agreement Price does not include any work outside of normal working hours unless specifically stated in the Proposal. Section 2.04 Temporary Facilities. Unless otherwise specified in the Work Order, Contractor shall provide all temporary facilities for its use and shall arrange for temporary connections and lines for connection to and use of water, electricity, telephone, gas, compressed air, steam, heat, and other similar services. Contractor shall remove all temporary construction, signs and facilities upon completion of the Work and restore the Site to the condition in which it was originally found. Section 2.05 Substantial Completion. When Contractor considers that the Work is substantially complete, Contractor will submit to Owner a proposed “punchlist” listing items of the Work to be completed prior to Final Completion. Contractor and Owner shall inspect the Work (or portion thereof) to determine if the same is substantially complete. Owner and Contractor shall add to the punchlist any item of work that has not been completed. When the Work is substantially complete, Contractor shall notify the Owner in writing, setting forth the date of Substantial Completion and stating the date by which Contractor shall complete the items of work included on the punchlist. Section 2.06 Final Completion. When Contractor considers the Work (including the items contained on the punchlist) fully complete in accordance with the Contract Documents, Contractor shall complete the Certificate of Final Completion (in the form of a Warranty Letter) and submit the same to Owner for review, which shall constitute Contractor’s certification to Owner in writing that Final Completion has been achieved by virtue of the following: (a) Contractor has inspected all of the Work and has determined that the Work has been completed in accordance with this Agreement and the Work Order; (b) Contractor has cleared, tested and started-up the equipment at the Site and said equipment is operational; and (c) Contractor has obtained all Permit sign-offs or other approvals of any governmental agency with authority over the Work that pertain to the Work and that are customarily the responsibility of an installation contractor. Section 2.07 Correction of Work. If Owner at any time determines that any portion of the Work is incomplete or defective, Owner will promptly notify Contractor of such incomplete or defective Work, itemizing and describing such remaining items with reasonable particularity. Contractor shall then arrange for and perform the immediate correction of all items noted by Owner. Article 3 - Contract Documents and Site Conditions Section 3.01 Examination of Contract Documents and Site. Contractor certifies and represents that it has carefully examined all of the Contract Documents and the Site to satisfy itself as to the character, quality, and quantity of Work to be performed, the general and local conditions that could affect the Work or otherwise may affect the cost, difficulty, manner or progress of performing the Work, the materials and equipment and other items to be furnished, and all other requirements of the Contract Documents and this Agreement. In the event Contractor believes there is or may be any conflict between, or omission from, this Agreement and the balance of the Contract Documents, or if Contractor has any doubt as to the meaning of any of them, Contractor shall immediately submit the matter to Owner for written clarification. If any clarification of this Agreement or of the other Contract Documents is needed and requested, Owner will provide the clarification by issuing a written order. Section 3.02 Intent; Order of Precedence. All references to “Contractor” shall be deemed to also refer to Contractor’s employees, agents, suppliers, subconsultants, and subcontractors. The plans, specifications, addenda, and all of the Contract Documents, as they each relate to the Work comprise the Agreement and are intended to be complementary and construed as a whole. However, in the event of conflict between one or more provisions of the Contract Documents, the higher listed document shall take precedence over the lower listed document as set forth below:. 1) the Owner’s Requirements document; Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 8 of 15 2) This Agreement, including any Change Orders or amendments thereto; 3) The Construction Documents. A conflict exists when the same subject matter is addressed by two or more provisions of the Contract Documents in a manner that cannot be reconciled to give effect to all provisions. In the various parts of the Contract Documents where reference is made to applicable codes and standards, the Work shall, except as otherwise specified, conform to the latest issue of the referenced code or standard available at the time the Work is performed. Any technical reports, energy audits or studies, or engineering studies or reports that may be furnished to Contractor are not a part of the Contract Documents (unless expressly included by reference to title, date, and author in the relevant Work Order), but Contractor nevertheless shall be entitled to rely on their accuracy and completeness. The intent of the Contract Documents is to include in the Work all labor, materials, equipment, tools, plans, water, light, power and other items necessary for Contractor to provide a complete workmanlike job. The titling and division of drawings and specifications by trades or other classifications is for convenience only. Contractor shall not be relieved of performing or furnishing any part of the Work or be entitled to extra compensation by the fact that any part of the Work could have been included under another title or division. Section 3.03 Unforeseen Conditions. In the performance of the Work, if Contractor encounters conditions at the Site that are (i) subsurface or otherwise concealed physical conditions that differ materially from the conditions reasonably observed by Contractor in connection with its supplying the written estimate for the Work, or (ii) unknown physical conditions of an unusual nature that differ materially from those conditions ordinarily found to exist and generally recognized as inherent in construction activities of the type and character as the Work, Contractor shall notify Owner of such conditions promptly, prior to significantly disturbing the same. Upon receipt of Contractor’s notice, Owner may investigate the claimed unforeseen condition. In the event that Owner disagrees that an unforeseen condition exists, Contractor may elect to pursue a claim pursuant to the requirements of this Agreement. However, if Owner determines that an unforeseen condition exists and elects to proceed with the Work, a Change Order will be issued that sets forth a mutually agreeable equitable adjustment to the Agreement Price and/or Contract Time. Should Customer not authorize the performance of additional Work or should Owner elect not to proceed with the Work, the Work Order (or portion thereof) will be subject to termination for convenience hereunder. In the event that a complete suspension of the Work is impractical or unreasonable based on the status of the Work at the time of the discovery of the unforeseen condition, Contractor shall act reasonably to protect the Site from any damage. Section 3.04 Hazardous Substances. Except with respect to refrigerants, glycol, and oils usually associated with heating, ventilating, and/or air conditioning equipment and except for ballasts and lamps, and except as expressly provided otherwise in Contractor’s Scope of Work, Contractor’s Work excludes any work connected or associated with Hazardous Substances. Subject to the exceptions in the preceding sentence, Hazardous Substances means any pollutant, contaminant, toxic or hazardous substance, material or waste, any dangerous, potentially dangerous, noxious, flammable, explosive, reactive or radioactive substance, material or waste, urea formaldehyde, asbestos, asbestos-containing materials (“ACM’s”), polychlorinated biphenyl (“PCB”), and any other substance, the manufacture, preparation, production, generation, use, maintenance, treatment, storage, transport, disposal, handling, or ownership of which is regulated, restricted, or prohibited, by any federal, state, or local statute, law, ordinance, code, rule or regulation now or at any time hereafter in effect, and as may be amended from time to time, including but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. §§ 2601 et seq.), and the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.). Contractor shall not perform any identification, abatement, cleanup, removal, transport, treatment, storage or disposal of Hazardous Substances as a part of Contractor’s Work. Should Contractor become aware of or suspect the presence of Hazardous Substances in the course of performing the Work which have not been disclosed by Owner, or which present or may present a hazard to or endanger health welfare or safety, Contractor shall immediately stop work in the affected area and notify Owner of the Hazardous Substances. Owner will be responsible for taking any and all action necessary to correct the condition in accordance with all applicable laws and regulations. Owner 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 Contractor. Contractor shall be required to resume performance of the Work in the affected area only when the affected area has been rendered harmless, and only after an equitable adjustment to the Agreement Price and the Contract Time is agreed upon. Article 4 - Workmanship and Warranty Section 4.01 Professional Services. To the extent Contractor’s scope of Work includes Professional Services, Contractor shall perform those Professional Services consistent with the professional skill and care ordinarily provided by other professionals practicing in the same or similar locality under the same or similar circumstances. The Contractor shall perform its Professional Services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. Section 4.02 Instruments of Service. Contractor warrants that it is the copyright owner of any Instruments of Service delivered as part of the Professional Services, or that it has permission from the copyright owner to transmit such information for use on the Project. The Contractor and its subconsultants shall be deemed the authors and owners of their respective Instruments of Service, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Contractor or its subconsultants. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 9 of 15 The Contractor grants to the Owner a nonexclusive license to use the Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project. The Contractor shall obtain similar nonexclusive licenses from the Consultant’s subconsultants consistent with this Agreement. The license granted under this section permits the Owner and the Owner’s consultants and separate contractors to reproduce applicable portions of the Instruments of Service, solely and exclusively for use in performing services or construction for the Project. The Owner shall not use any portion of the Instruments of Service on another project without the Contractor’s prior written consent. In the event the Owner uses the Instruments of Service without retaining the Contractor, the Owner releases the Contractor from all claims and causes of action arising from such uses. The provisions of this Section 4.02 shall survive termination of this Agreement. Section 4.03 Material and Workmanship. Contractor agrees to perform all Work and furnish and supply all equipment (excluding Owner supplied equipment), supplies, and materials that may be required for the performance of the Work. Except as expressly provided in the Proposal, all material to be incorporated in the Work shall be new, of sufficient quantities to facilitate the proper and expeditious execution of the Work, of the most suitable grade for the purpose intended, and in compliance with the Contract Documents. Contractor shall have responsibility and control over the performance of the Work, including the construction methods, techniques, means and sequences for coordinating and completing the various portions of the Work. By written notice, Owner may require Contractor to remove from the Work any employee or subcontractor of Contractor whom Owner deems incompetent, careless, or otherwise objectionable. Contractor shall examine materials or equipment furnished by others and handle, store and install such items to the extent installation is a part of Contractor’s scope of Work, with appropriate skill and care to ensure a satisfactory and proper installation. Section 4.04 Warranty. Contractor warrants that all equipment and material furnished and all Work performed under this Agreement will be free from defects in material and workmanship for a period of one (1) year (or such longer period as may be specified elsewhere in the Proposal or Contract Documents) after Final Completion. Contractor further agrees to furnish all warranties that are required in accordance with the Contract Documents for the Work prior to final payment. Contractor shall, at no cost to Owner, promptly and satisfactorily replace any material and correct any workmanship found to be defective or otherwise not in conformity with the Agreement requirements and remedy any damage resulting therefrom. If required in writing by Owner, at Contractor’s time and expense, Contractor must uncover any portion of the Work which has been covered by Contractor in violation of the Agreement or Contract Documents or contrary to a directive issued to Contractor by Owner and then restore the uncovered work to its original condition. Except as provided in the preceding sentence, the Agreement Price and Contract Time shall be adjusted by Change Order for the cost and time of uncovering and restoring any work which is uncovered for inspection and proves to be installed in accordance with the Agreement and Contract Documents, provided Owner had not previously instructed Contractor to leave the work uncovered. If Contractor uncovers work pursuant to a directive issued by Owner, and such work upon inspection does not comply with the Agreement and Contract Documents, then Contractor shall be responsible for all costs and time of uncovering, correcting and restoring the work so as to make it conform to the Agreement and Contract Documents. In no event shall Contractor be liable for any breach of a manufacturer’s warranty or any consequential or special damages of for transportation or other expenses which may arise in connection with any defective goods. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIED EXPRESS OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. Section 4.05 Inspection and Correction. Owner shall have the right to inspect and/or test any part of the Work at all reasonable times and places. If required in writing by Owner, at Contractor’s time and expense, Contractor shall uncover any portion of the Work that has been covered by Contractor contrary to the Contract Documents or contrary to a directive issued to Contractor by Owner and then restore the uncovered work to its original condition. Except as provided in the preceding sentence and provided Owner had not previously instructed Contractor to leave the work uncovered, the Agreement Price and Contract Time shall be adjusted by Change Order for the cost and time of uncovering and restoring any work that is uncovered for inspection and proves to have been installed in accordance with the Contract Documents. If Contractor uncovers work pursuant to a directive issued by Owner, and such Work upon inspection does not comply with the Contract Documents, then Contractor shall be responsible for all costs and time of uncovering, correcting and restoring the Work so as to make it conform to the requirements of the Contract Documents. Section 4.06 Clean-up. Contractor shall follow Owner's cleanup directions and, in any event, shall (a) at all times keep the Site free from debris resulting from the Work; and (b) broom clean each work area daily prior to discontinuing work in each area. Section 4.07 Protection of People and Property. Contractor shall at all tiers bear the responsibility for Safety of its own employees, and for protection of the employees, guests and property of Owner, in the course of the Work as it is effected by Contractor. Contractor shall apply industry standards which are recognized to prevent injuries and property loss, and that are adopted as industry consensus standards by agencies having jurisdiction, and shall adhere to those standards, in the interest of guiding safe work practices. These safety standards are fundamental and are in addition to Owner Environmental Health and Safety standards, and requirements imposed by the Contract Documents. Establishment of a safety program by Owner to regulate activities onsite shall not relieve Contractor of its own responsibilities for furnishing and maintaining a work place free from recognized hazards. In addition to Contractor’s duties to supervise and direct the actions of its employees, and to monitor the progress of the Work, Contractor shall maintain a safe and healthful work place and inspect the site frequently during operations. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 10 of 15 Contractor shall assess safety and health hazards present on site, arising from or contained in subcontractor’s own work, or arising from or issuing from adjacent activities by others present on site, and shall undertake to protect its own employees, and the employees, guests and property of Owner. Contractor shall communicate hazards associated with chemicals and materials of trade, by informing Owner prior to bringing the chemical materials on site, and by presenting a chemical Safety Data Sheet to Owner. Contractor shall comply with the reasonable recommendations of insurance companies having an interest in the Project, and shall stop any part of the Work that Owner deems unsafe until corrective measures reasonably satisfactory to Owner are taken. In any systematic efforts led by the Owner to eliminate or reduce risks of injury on site, the Contractor agrees to participate fully, including reporting activities that are intended to promote a safe and healthful workplace. Contractor shall notify Owner immediately following any accident, mishap, or loss event, and promptly confirm the notice in writing to Owner. A detailed written report shall be furnished if requested by Owner. Contractor shall indemnify employees, guests and property of Owner, Customer and Owner for losses, damages, and expenses, and fines or penalties imposed on any of them resulting from Contractor’s safety violations. Contractor shall comply with any drug testing, criminal background check, security clearance, and Site access requirements in accordance with the Customer site requirements. Article 5- Bonds and Insurance Section 5.01 Bonds. If required by the Owner, no later than five (5) calendar days after the execution of this Agreement, or an amendment fixing the Agreement Price in the event of a design-build project, whichever is later, and in any event prior to Contractor’s performance of any part of the Work, Contractor shall furnish performance and payment bonds each in the full amount of the Agreement Price in a form and by a surety acceptable to Owner. Contractor shall not be entitled to any payment under the Work Order until such bonds have been provided or until this requirement is expressly waived in writing by Owner. Any delays in commencing any part of the Work due to Contractor’s failure to furnish bonds shall not entitle Contractor to an increase in the Agreement Price or an extension of the time within which to complete the Work. No bonds are included in the Agreement Price unless specifically stated in the Proposal. Section 5.02 Insurance. On an annual basis, and before commencing performance of any Work, Contractor shall obtain and furnish Owner, upon request, with certificate(s) of insurance evidencing that Contractor maintains insurance policies with the coverages and minimum limits required hereby, unless higher limits or other coverages are required by the Customer Contract, covering Contractor's risks and contractual liability under this Agreement and evidencing that such policies shall not be canceled without thirty (30) days prior written notice to Owner. Contractor’s policies shall be endorsed to specify that Contractor's insurance is primary and that any insurance or self-insurance maintained by Owner shall not contribute with it. Upon request, Owner and Customer, by name, and its officers, directors, employees and agents shall be named as Additional Insureds and shall apply to both ongoing and completed operations. Additional Insured status shall apply to the General Liability and Umbrella coverages (and Pollution where required). Contractor shall procure and maintain the following minimum insurance in full force and effect at all times until the Work has been completed and finally accepted, unless higher limits are required by the Contract Documents: COVERAGES LIMITS Worker’s Compensation Statutory Employers’ Liability Insurance Each Accident $1,000,000 Disease $1,000,000 Disease Each Employee $1,000,000 Comprehensive General Liability Insurance, including Contractual Liability & Independent Owner’s Coverage Each Occurrence BI/PD $2,000,000 Aggregate $4,000,000 Comprehensive Automobile Injury Liability Insurance per accident BI/PD $2,000,000 Umbrella Liability Each Occurrence $5,000,000 Aggregate $5,000,000 Umbrella shall be excess of General Liability, Employers’ Liability and Auto Pollution $5,000,000 per occurrence $5,000,000 Annual Aggregate Upon request, such Certificates of Insurance (other than with respect to Employers’ Liability insurance and Workers' Compensation coverage) shall state that Owner, by name, “and its officers, directors, employees, and agents are named as Additional Insureds under the above-listed policies to the extent of Contractor's contractual indemnity obligations and shall apply to both ongoing and completed operations (specified on the Certificate of Insurance)." A copy of the Additional Insured endorsement shall be attached to the Certificate. Neither the procurement nor maintenance of any type of insurance by Contractor shall in any way be construed or deemed to limit, waive, or release Contractor from any of the obligations and risks impressed upon and/or assumed by Contractor under this Agreement, or to be a limitation on the nature and extent of such obligations and risks. All rights of subrogation by Contractor and its insurer(s) are hereby Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 11 of 15 waived to the extent permitted by applicable law. Contractor shall provide Owner with a Certificate of Insurance, including the waiver of subrogation by Contractor and its insurer(s) for above referenced policies. Contractor shall provide a replacement Certificate of Insurance upon renewal of any or all of the policies described within a reasonable time upon renewal, and at any other time as reasonably requested by Owner. Article 6 – Contractor Liability Generally Section 6.01 Risk of Loss. Until issuance of the Certificate of Final Completion by Owner, Contractor shall protect against, and shall bear the risk of, any loss of or damage to the Work or any materials, equipment (excluding the Owner supplied equipment incorporated into the Work) or other items to be incorporated therein arising from any cause, except the negligence or willful misconduct of Owner or its employees. Without cost to Owner, Contractor shall promptly comply with all reasonable requests by Owner to protect such property. Section 6.02 Indemnity. To the fullest extent permitted by law, Contractor and Owner (each, an “Indemnitor”) shall indemnify, defend and hold the other, and their respective officers, directors, employees and agents (“Indemnitee”), harmless from any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, resulting from death or bodily injury or any other damages, arising out of or resulting from the acts and omissions of an Indemnitor, its subcontractors, subconsultants, and agents, and their respective employees and agents. However, Indemnitor shall not be required to indemnify or defend Indemnitee against claims, damages, expenses or liabilities to the extent attributable to the negligence of the Indemnitee. The duty to indemnify will continue in full force and effect, notwithstanding the expiration or early termination of this Agreement, with respect to any claims based on facts or conditions which occurred prior to expiration or termination. Section 6.03 Waiver of Damages for Delay. Unless the Proposal expressly states a guaranteed date of completion and expressly identifies specific damages for delay to which Contractor has affirmatively agreed in writing, time shall not be of the essence for the performance or completion of the Work. Contractor shall not be liable for, and Owner hereby waives, any claims for damages, losses, costs, or expenses of any kind arising out of or related to the timing, sequencing, or duration of the Work, including without limitation delay damages, consequential damages, lost profits, loss of use, or impact damages, except to the extent such damages are specifically described and expressly accepted by Contractor in the Proposal. The Work shall be deemed complete when Contractor has substantially completed the Work in accordance with the Contract Documents, as reasonably determined by Contractor. To the extent the Proposal includes a guaranteed completion date and expressly agreed-upon liquidated delay damages, Contractor’s liability shall be strictly limited to such liquidated damages, which shall be the Owner’s sole and exclusive remedy for delay. Owner shall remain responsible for, and Contractor shall not be liable for, delays or impacts arising out of or relating to acts or omissions of Owner, Owner’s separate contractors, agents, consultants, weather conditions, supply chain disruptions, changes in the Work, differing site conditions, or causes beyond Contractor’s reasonable control. Section 6.04 Excusable Delays and Suspension of Work. Contractor is not liable for delay in performance to the extent such delay is due to causes reasonably beyond Contractor's control that are not due to removable or remediable causes that Contractor fails to promptly remove or remedy and which arise without Contractor's fault or negligence, provided that: (a) Contractor diligently and promptly notifies Owner in writing of conditions that will or are expected to result in delay and the extent of such delay; and (b) Owner was advised in advance of and had consented in writing to Contractor's then applicable schedule for completion. Notwithstanding any provision to the contrary, Owner may direct in writing that Contractor suspend, delay, or interrupt all or any part of the Work for such period of time as Owner determines to be appropriate or necessary. Contractor shall immediately resume performance of the Work upon the direction of Owner, provided that Contractor shall be entitled to an adjustment to the Agreement Price and Contract Time on account of such suspension, delay, or interruption. Section 6.05 Liens and Claims. Contractor warrants and guarantees that title to all Work furnished pursuant to a Work Order will pass to Owner free and clear of all liens, claims, security interests or encumbrances no later than the date Contractor receives Final Payment pursuant to such Work Order. Contractor shall fully indemnify, hold harmless and protect Owner all liens and/or claims of any laborers, materialmen, and subcontractors of Contractor or its subcontractors against Owner and/or the Site on or for which the Work is performed in connection with labor or material furnished by Contractor (and any party acting for or under Contractor) and shall furnish to Owner, upon request, affidavits of status of accounts and releases of liens. For any capital improvement project with a total contract value in excess of Fifty Thousand Dollars ($50,000), Owner expressly authorizes and consents to Contractor filing, designating, and/or identifying a lien agent for the Project in accordance with Chapter 44A, Article 2 of the North Carolina General Statutes, including G.S. § 44A-11.1, if a lien agent has not already been designated by Owner. Owner acknowledges that the designation of a lien agent is a statutory requirement under North Carolina law for qualifying projects and agrees that Contractor’s filing or identification of a lien agent shall not constitute a lien, notice of nonpayment, or claim of default, but is solely for the purpose of preserving statutory rights. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 12 of 15 Owner agrees to cooperate fully with Contractor and any designated lien agent by providing accurate project information, property identification, and other information reasonably required to comply with North Carolina lien agent statutes. Section 6.06 Temporary Environmental Conditions. Owner acknowledges that performance of the Work will require the interruption, shutdown, or removal of existing heating, cooling, ventilation, and/or dehumidification systems. During such interruptions, Contractor does not maintain and makes no representations regarding indoor temperature, humidity, air quality, or environmental conditions within the building or premises. Unless the Proposal expressly states otherwise, Contractor provides no temporary heating, cooling, ventilation, dehumidification, humidification, or environmental control of any kind, whether permanent or temporary. Owner is solely responsible for evaluating, providing, operating, and maintaining any temporary measures necessary to preserve indoor environmental conditions, including temperature and humidity levels, and to protect occupants, equipment, finishes, inventory, or other property. This responsibility applies regardless of cause, including but not limited to delays, scheduling changes, defective or delayed equipment, third‑party failures, weather conditions, or acts or omissions of Contractor. Owner assumes all risk of damage, loss, or adverse conditions arising from the interruption of HVAC services, including but not limited to condensation, mold, corrosion, material degradation, equipment damage, data loss, business interruption, or occupant discomfort. Any temporary equipment provided, arranged, or coordinated by Contractor (if any) shall remain strictly temporary, shall not be owned by Contractor, and shall not be covered under any warranty, guarantee, or service obligation unless expressly stated in the Proposal. Article 7 - Contractor Payment Section 7.01 Payments. The Agreement Price shall be stated in the Proposal and it represents Contractor's full compensation for performing the Work, subject to adjustments by Change Order expressly provided for herein. The Agreement Price includes all federal, state and local taxes and fees that may be due or charged by reason of performance of the Agreement. Section 7.02 Method of Payment. Owner will pay Contractor by progress payments over the course of the performance of the Work, as stated in the Proposal. There shall be no withholding retainage unless specifically stated in the Proposal. Within fourteen (14) days after the Date of Commencement, Contractor shall submit to Owner for approval a Schedule of Values apportioned to the various divisions or phases of the Work. Each line item shall be assigned a monetary price so that the total of all items equals the Agreement Price. Contractor shall submit to Owner its payment applications (in schedule of value format) for Work completed and to be completed during the current month as required for Owner to comply with Customer billing requirements. Progress payments to Contractor for apparent satisfactory performance of the Work or Professional Services shall be made within thirty (30) days after receipt of a payment application. Payment to Contractor shall not constitute or imply acceptance by Owner or Customer of any part of the Work. Section 7.03 Conditions to Payment. No payments shall be made to Contractor until Contractor furnishes to Owner the certificate of insurance and other documentation required by this Agreement or the Contract Documents. Contractor shall pay for all labor, materials and equipment used in the performance of the Work through no later than the most current period for which progress payments have been made by Owner. Section 7.04 Final Payment. Final payment shall be made thirty (30) days Final Completion. Contractor’s acceptance of final payment shall constitute a waiver of all claims of Contractor against Owner, Owner and the Site or otherwise related to the Work, unless such claims are expressly reserved. Section 7.05 Withholding of Payment. Payments otherwise due Contractor may be withheld by Owner on account of any or all of the following: (a) defective work performed by Contractor and not remedied; (b) claims filed by third parties in connection with Contractor’s work or upon presentation of reasonable evidence indicating the probable filing of such claims; (c) failure of Contractor to make payments to its subcontractors, laborers, or materialmen for work done or material furnished; (d) a reasonable doubt that the Work can be completed for the balance then owing Contractor by Owner; and/or (e) any other material breach of this Agreement by Contractor. Owner shall notify Contractor at least seven (7) days before the date a payment is due of its intent to withhold payment and the reason(s) therefore. Once the reason(s) for withholding payment are removed, Owner shall make payment of the amount withheld to Contractor within seven (7) days. Section 7.06 Interest. Amounts due under this Agreement but remaining unpaid after the due date shall bear interest at the rate of eighteen percent (18%) per annum. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 13 of 15 Section 7.07 Sales and Use Tax Responsibility. Contractor does not determine the tax classification of the Work and has no knowledge of whether the Project constitutes a capital improvement, a taxable repair or maintenance service, or a tax‑exempt transaction under North Carolina law. Upon execution of the Proposal, Owner shall designate in writing the applicable tax treatment of the Project and provide Contractor with the required, fully completed documentation, including Form E‑589CI for capital improvements or Form E‑535E for tax‑exempt projects, as applicable. Contractor may rely on Owner’s written designation and documentation. If Owner fails to provide the required designation and forms at execution, Contractor shall bill and collect North Carolina sales and use tax on all invoices by default, and Owner agrees to pay such tax without dispute. Contractor shall have no obligation to revise invoices based on documentation provided later. Owner is solely responsible for the accuracy and validity of all tax designations and forms provided. Article 8 - Changes and Claims Section 8.01 Changes to the Work. By directive to proceed or written Change Order, and without notice to Contractor’s sureties, Owner may at any time modify, change, omit or add to the Work to be performed and Contractor shall proceed with the Work as directed. In the event a directive to proceed is issued, Contractor shall proceed promptly and diligently with the performance of the directed Work, notwithstanding the fact that the directive does not contain an adjustment to Agreement Price or Agreement Time, each of which shall be determined at a later time by issuance of a Change Order. Neither the issuance nor performance of such a directive to proceed shall prejudice the rights of either party to contest at any time the entitlement to, or the amount of, an equitable adjustment related to such directive. If a Change Order provides for an adjustment to the Contract Price, such adjustment will be made by Owner using one of the following methods: (a) a lump sum agreed to by Owner and Contractor; or (b) unit prices set forth in this Agreement or subsequently agreed to. Section 8.02 Claims. Contractor shall make all claims against Owner for which Owner is or may be liable in writing and within twenty- one (21) calendar days of the date when Contractor knew of the facts giving rise to the event for which claim is made, but in no event later than ten (10) calendar days prior to Customer’s final acceptance of the Work. Section 8.03 Limitation of Liability. Notwithstanding anything to the contrary in this Agreement or any Contract Document, Owner agrees that Contractor’s maximum liability for claims arising out of this Agreement, whether sounding in contract or tort, and including claims for indemnity or contribution, shall be limited to the portion of the Agreement Price applicable to the particular Work with respect to which damages are claimed. In no event shall Contractor 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 Agreement or the Project. Article 9 - Default and Termination Section 9.01 Owner’s Default. If Owner fails to make any payment as provided in Article 8 for a period of 30 days, Contractor may, upon seven additional days’ notice to Owner, terminate the Agreement and recover from Owner payment for Work executed, reasonable overhead and profit on Work not executed, costs incurred by reason of such termination, and damages. Section 9.02 Contractor’s Default. Each of the following shall constitute a material default (a “Default”) of this Agreement by Contractor: (a) Contractor’s repeated refusal or failure to prosecute the Work with such diligence as will ensure its completion within the Contract Time; (b) Contractor’s repeated refusal or failure to comply with any provision of this Agreement; (c) claims are filed by third parties in connection with Contractor’s Work unless Contractor demonstrates it has a good faith basis for refusing the claim; (d) failure of Contractor to make payments to its subcontractors, laborers, or materialmen for work done or material furnished unless Contractor demonstrates it has a good faith basis for withholding payment; or (e) The commencement of any voluntary or involuntary proceedings in bankruptcy or receivership by or against Contractor, Contractor shall become insolvent, make a general assignment for the benefit of creditors, or Contractor shall fail to pay its debts as and when they become due. If Contractor fails, upon seven (7) working day’s written notice from Owner, to diligently and promptly commence and continue satisfactory correction of a Default, Owner, with or without terminating Contractor's right to proceed with all or any part of the Work, may assume control of the Work and complete the same, by contract or otherwise, and may take possession of and utilize in completing the Work any materials as may be on the site of the Work for which Owner has made payment. Contractor shall not be entitled to any further payment until the Work is completed and the costs for the Work are known. Subject to the limitation of liability set forth in Section 8.03, Contractor shall be liable for all costs incurred to complete performance of the terminated work, together with any damages caused as a result of any delay occasioned by Contractor’s Default, which costs and damages may be deducted from any moneys due or to become due Contractor under this Agreement. If the unpaid balance of the Agreement Price exceeds the costs of finishing the Work and any damages incurred by Owner, such excess shall be paid to Contractor. Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 14 of 15 Immediately upon Owner’s request, pursuant to this Section or a termination of the Agreement, Contractor shall deliver to Owner or, at Owner’s direction, the project site, all materials and equipment purchased for performance of the Work and previously paid for by Owner so as to not delay the project in any way. Section 9.03 Termination for Owner’s Convenience. This Agreement and/or any Work Order may be terminated for any reason or no reason, for the Owner’s convenience, by Owner in whole or in part at any time by written notice to Contractor. Contractor will be entitled to payment for all work satisfactorily completed based on Contractor's actual cost of performing such work plus reasonable overhead and profit, not to exceed the Agreement Price and excluding uncompleted Work, anticipated profit or unabsorbed overhead. Immediately upon notice from Owner to Contractor, Contractor shall submit to Owner a statement showing all of the costs incurred by Contractor in the performance of the Work terminated. Article 10 - General Provisions. Section 10.01 Independent Contractor. Owner has retained Contractor to provide the labor, materials, equipment and services referred to herein and to perform the Work as an independent contractor and Contractor shall at all times be deemed an independent contractor in connection with this Agreement. Nothing in this Agreement shall be construed as reserving or granting to Owner any right to exercise any control over or to direct the conduct or management of Contractor’s business or operations. The entire control and direction of such business and operations shall be and shall remain with Contractor. Neither Contractor nor any person performing any duties or engaged in any work on behalf of Contractor shall be deemed an employee or agent of Owner. Section 10.02 Assignments/Subcontracts. No assignments by Contractor of this Agreement, any Work Order, or of any amounts due or to become due under this Agreement or any Work Order shall be binding upon Owner unless and until Owner's written consent thereto is provided, which shall not be unreasonably withheld, in which event this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Contractor shall not further subcontract portions of this Agreement or any Work Order without Owner’s prior written approval, which shall not be unreasonably withheld. Section 10.03 Attorneys’ Fees and Costs. Should either party employ an attorney to institute suit or demand arbitration to enforce any of the provisions hereof to protect its interests in any manner arising under this Agreement, or to recover on a surety bond furnished by a party to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, charges, and expenses incurred therein. A prevailing party shall be the party that recovers 50% more from a final adjudication than the other party last offered in compromise or settlement. A party will be considered the prevailing party if the final adjudication is equal to or less than its last offer of compromise or settlement. Section 10.04 Notices. All notices to be given by Contractor to Owner shall be in writing and must be either mailed by certified mail, return receipt requested, Attn: Legal Notices, at the address set forth on the first page of this Agreement, or such other addresses as Owner may hereinafter designate. Notices are deemed delivered or given and become effective 5 business days after mailing. Notices to Contractor shall be sent electronically to notices@bradyservices.com. Section 10.05 Compliance with Applicable Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, and codes and all lawful orders, rules and regulations. Contractor shall, without additional expense to Owner, obtain and pay fees for all licenses and permits required for the prosecution of the Work. Section 10.06 Disputes. Owner may require Contractor to submit a dispute to Owner in accordance with the dispute provisions of the Contract Documents and Contractor’s sole remedy shall be as set forth in the Contract Documents if so required by Owner. Any other dispute, controversy or claim (hereinafter collectively referred to as “Dispute”) arising out of or relating to this Agreement or any alleged breach hereof, shall be resolved by resort to such rights and remedies as the parties each may have at law or in equity. Except to the extent that this Agreement expressly permits a party to suspend performance, pending final resolution of a Dispute, the parties shall each proceed diligently and faithfully with performance of their respective obligations under this Agreement. Section 10.07 Waiver of Claims for Consequential Damages. Contractor and Owner waive claims against each other for consequential damages arising out of or relating to this Agreement. This mutual waiver includes: (a) damages incurred by Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and (b) damages incurred by Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit, except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Article 9. Section 10.08 Representations. Each party executing this Agreement warrants and represents to the other that it has full power and authority to enter into this Agreement, to bind itself to the obligations hereunder, and that the individual signing this Agreement has the requisite power and authority to bind the party on behalf of which the individual signs. Contractor warrants that it has not given nor received any commissions, payments, gifts, kickbacks, entertainment (other than of a nominal value), or other things of value in connection with this Agreement and acknowledges that the giving or receiving of any such consideration may result in the cancellation of this and all future contracts. Section 10.09 Severability and Waiver. If any term or conditions of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, all other terms and conditions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transaction contemplated hereby is not affected in a manner adverse to any party hereto. Upon any such determination of invalidity, illegality or unenforceability, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner, to the end that the transactions contemplated by this Agreement are consummated to the extent possible. The failure of either party to at any time insist upon the performance of any of Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 Page 15 of 15 the terms of this Agreement, or to exercise any right, shall not be construed as a waiver of such term or right. Section 10.10 Publicity. Contractor will not make any mention of this Agreement, any Work Order, or Contractor’s work hereunder in any advertisement, promotional material, publicity or press release without Owner’s prior written consent or except as required by law. Section 10.11 Governing Law. This Agreement is made and interpreted under the laws of the State of North Carolina. North Carolina law shall govern this Agreement without regard to any competing choice of law provision. Section 10.12 Complete Agreement. This Agreement, the balance of the Contract Documents, and any documents incorporated herein by reference, shall constitute the entire agreement between the parties. There are no expressed or implied, oral or other agreements or understandings between the parties of any kind pertaining to the Work that have not been set forth in this Agreement. This Agreement cannot be modified except by a writing signed by an authorized representative of each party. NC Engineering License - F-1317 NC General Contractor License – 63159 NC Mechanical Contractor License – 20378 NC Unlimited Electrical License - U.16900 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 Docusign Envelope ID: 25E6F8BF-2DC9-828C-811A-1377E8921918 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 10/6/2025 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 SiriusPoint Specialty Insurance Corporation (A-)16820BradyServicesHoldingsInc,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 Houston Specialty Insurance Company (A)12936 AXA XL INSURANCE (A+)24554 Arch Specialty Insurance Company (A+)21199 Westchester Surplus Lines Insurance Company 10172 1762042143 A X 2,000,000 X 300,000 10,000 2,000,000 4,000,000 X X Y GLO3433329 10/1/2025 10/1/2026 4,000,000 A 2,000,000 X X X X Comp:$500 X Coll:$1,000 Y BAP3433330 10/1/2025 10/1/2026 Hired Physical Damage 100/1,000 B E F X X 5,000,000 X IPS-EX-00000073 UXP1056544-01 G4867009A 001 10/1/2025 10/1/2025 10/1/2025 Y 10/1/2026 10/1/2026 10/1/2026 5,000,000 X 0 $10M x $5M Excess 10,000,000 A X N Y WC3433328 10/1/2025 10/1/2026 1,000,000 1,000,000 1,000,000 C D D Professional &Pollution Liab Builders Risk/Installation Fltr Leased &Rented Equipment HCC2569450 UM00145642MA25A UM00145642MA25A 10/1/2025 10/1/2025 10/1/2025 10/1/2026 10/1/2026 10/1/2026 5,000,000 per occ/agg 2,000,000 Limit 35,000 ded 10,000 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: 25E6F8BF-2DC9-828C-811A-1377E8921918