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HomeMy WebLinkAbout2022-651-E-AMS-MBP Facility Solutions-Emergency Services Moisture - Additional Commissioning and Corrective MeasuresRevised 06/21 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 20th day of December 2022 by and between ORANGE COUNTY (hereinafter referred to as “County”) and MBP Facility Solutions, LLC (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated September 28, 2022, (hereinafter the “Original Agreement”), for the provision of services for Commissioning and Corrective Services and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of March 31, 2023. 2. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: Additional programming changes and alarm points to be added 3. Article 5, Section “a” is amended to reflect a maximum payable not-to-exceed amount of Thirty-Eight Thousand, Six Hundred Dollars ($38,600.00). 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Bonnie Hammersley Kevin Day County Manager President DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 12/22/202212/25/2022 Revised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: MBP Facility Solutions, LLC Party/Vendor Contact Person: Kevin Day (kday@mbpce.com) Contact Phone: 800-898-9088 Party/Vendor Address: 3040 Williams Drive, Suite 300 City Fairfax State: VA Zip: 22031 Department: AMS Amount: Increase original contract by $2650 Purpose: ES – Additional programming changes and alarm points Budget Code(s): 6137035-870000-10082 Vendor # 67685 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 12/20/2022 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this pro ject has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer ___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 12/22/2022 12/24/2022 12/24/2022 12/24/2022 Williams Plaza 1 | 3040 Williams Drive, Suite 300 | Fairfax, Virginia 22031 | | 800-898-9088 | 703-641-9088 - Local | 703-641-8965 - Fax November 21, 2022 Orange County Government Asset Management Services 300 West Tryon Street, Bldg B, 3rd Floor Office 10 Hillsborough, NC 27278 Attention: Angel Barnes, Capital Projects Manager Reference: Orange County Emergency Services Center – ES Moisture Cx & Add Proposal for Additional Services Dear Ms. Barnes, MBP Facility Solutions, LLC (MBP-FS) is submitting this proposal to provide additional services to Orange County (the “County” or “Client”) for the ES Moisture Cx & Add project at the Orange County Emergency Services Center (the “Project”). These additional services will implement corrective actions as recommended by MBP Carolinas, Inc., in their Orange County Emergency Services Report dated May 31, 2022. SCOPE OF WORK (SOW) MBP-FS will subcontract with Insight Partners to implement programming changes and additional alarm points to the existing dedicated outside air system. COMPENSATION MBP-FS and Insight Partners will provide the additional scope of work during the Implementation Phase of the project for the fixed price amount of $2,650.00. ADDITIONAL SERVICES Services not expressly identified in this Proposal are not included in the Proposal. Additional services may be provided upon mutual agreement of the parties. This Proposal is valid through December 16, 2022, but is subject to change thereafter and assumes that FPT will be completed on or before December 30, 2022. All work will be performed in accordance with the standard terms and conditions of the Services Agreement with effective date of September 28, 2022 between MBP-FS and the County (Agreement). Any agreement or purchase order incorporating this Proposal by reference or using the language contained herein, together with that Agreement shall constitute the entire agreement between MBP-FS and the County for the work described herein and supersedes all prior written and oral understandings which may only be amended, supplemented, modified, and canceled by a duly executed written instrument DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 Ms. Angel Barnes November 21, 2022 Page 2 of 2 MBP Facility Solutions, LLC Williams Plaza 1 | 3040 Williams Drive, Suite 300 | Fairfax, Virginia 22031 | | 800-898-9088 | 703-641-9088 - Local | 703-641-8965 - Fax We look forward to supporting Orange County’s resolution of its facility performance issues on this important Project. For additional information, please do not hesitate to call me at (919)-348-2002 or email me at kday@mbpce.com. Sincerely, Kevin Day, PE, CEM, CCP, LEED AP President MBP Facility Solutions, LLC North Carolina Contractor License # 85171 cc: Stephen Cressionnie, MBP Carolinas, Inc. Mairav Mintz, MBP Carolinas, Inc. File: P22320.000 DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 08/22/2022 Brown & Brown Insurance Agency of Virginia, Inc, 11220 Assett Loop Suite 304 Manassas VA 20109 Penny Taylor (804) 627-1000 Penny.Taylor@bbrown.com MBP Facility Solutions, LLC 3040 Williams Drive, Suite 300 Fairfax VA 22031 The Travelers Indemnity Company of Connecticut 25682 Travelers Property Casualty Company of America 25674 CL228916756 A Y P-660-4K731964-TCT-22 03/15/2022 03/15/2023 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 B 0 Y EX-6K867783-22-43 03/15/2022 03/15/2023 1,000,000 1,000,000 RE: P22320 / Project: Orange County Emergency Services Center As required by an insured written contract or agreement and only per applicable attached forms, Orange County Government is an additional insured with regard to General Liability for on going and completed operations, on a primary and noncontributory basis; as well as Umbrella Liability on a follow form basis. Orange County Government 300 West Tryon Street, Bldg. B 3rd Floor, Office 10 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: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 1 Angel Barnes From:Stephen Cressionnie <scressionnie@mbpce.com> Sent:Monday, August 29, 2022 4:23 PM To:Jim Waldrep; Angel Barnes; Kevin Day Cc:Anita Ruth; Amy Funkhouser Subject:[EXTERNAL MAIL!] RE: RE: Emergency Services 510 Meadowlands (Areas of Concern) Attachments:ACORD Form 20220822-163131.pdf Angel, See attached COI that has been updated to include Orange County listed as additional insured on a follow form basis. Regarding the auto policy, MBP Facility Solutions will not be self-performing work for this project. Subcontractors entering into an agreement with Facility Solutions will be required to name the county as an additional insured on their auto policies. Please let me know if you have additional questions. Thank you, Stephen Cressionnie Commissioning Project Manager 4700 Falls of Neuse Road Suite 370 Raleigh, NC 27609 919.875.0124 (Office) 919.412.5224 (Cell) www.mbpce.com Follow us on Twitter Like us on Facebook Follow us on LinkedIn The information contained in this electronic mail message and any attachments is confidential information intended only for the use of the individual or entity named. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone at 800-898-9088 and delete this message. Thank you. From: Jim Waldrep <jwaldrep@mbpce.com> Sent: Tuesday, August 23, 2022 12:20 PM To: Angel Barnes <abarnes@orangecountync.gov>; Kevin Day <kday@mbpce.com>; Stephen Cressionnie <scressionnie@mbpce.com> Cc: Anita Ruth <aruth@mbpce.com>; Amy Funkhouser <afunkhouser@mbpce.com> Subject: RE: RE: Emergency Services 510 Meadowlands (Areas of Concern) Angel, DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 Revised 06/21 1 [Departmental Use Only] TITLE ES Moisture Cx & Add FY 2022-2023 (AS REVISED 9/26/2022 SPECIFIC TO THIS AGREEMENT, NOT TO BE USED FOR OTHER AGREEMENTS) NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 28th day of September, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and MBP Facility Solutions, LLC, (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): Orange County Emergency Services Comissioning and Corrective Services. 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) 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) Notwithstanding any to the contrary in this Agreement, the standard of care applicable to Provider’s performance of services shall be the degree of care, skill, DocuSign Envelope ID: C7726C6D-4833-4EF7-A602-F6C699BF25C2DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 Revised 06/21 2 and diligence as is ordinarily possessed and exercised by a consultant performing the same or similar services at the same time in the same locality and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in documents prepared by Provider and provided to the County at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Provide commissioning and corrective services for implementation of: (1) the corrective actions recommended by MBP Carolinas, Inc. in the Orange County Emergency Services Commissioning Report dated May 31, 2022, pertaining to the mechanical and air distribution systems at 510 Meadowlands Drive, Hillsborough, NC (Commissioning Report), and (2) additional envelope tests recommended by High Performance Building Solutions in the Orange County EMS Envelope Assessment Report dated May 23, 2022, which is included in Appendix A of the Commissioning Report. DocuSign Envelope ID: C7726C6D-4833-4EF7-A602-F6C699BF25C2DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 Revised 06/21 3 4. Duration of Services a. Term. The term of this Agreement shall be from September 28, 2022 to December 31, 2022. 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 September 28 2022. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Thirty Five Thousand, Nine Hundred Fifty Dollars ($35,950.00). 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 disputed portion of 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 DocuSign Envelope ID: C7726C6D-4833-4EF7-A602-F6C699BF25C2DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 Revised 06/21 4 Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of 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. Professional Liability Indemnity. To the fullest extent authorized by North Carolina law as to matters of professional liability, the Provider agrees, provider agrees to indemnify and hold harmless the County from all third-party loss, liability, claims or expense, including reasonable attorney's fees, recoverable under the applicable law, 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 willful misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. b. General Liability Indemnity To the fullest extent authorized by North Carolina law, as to matters other than professional liability, the Provider agrees, to defend, indemnify, and hold harmless the County from all third-party loss, liability, claims, or expense, including reasonable attorney’s fees recoverable under applicable law, 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 willful misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County and/or any third party. 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. DocuSign Envelope ID: C7726C6D-4833-4EF7-A602-F6C699BF25C2DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 Revised 06/21 5 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. 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 required of the Services that have been completed or started, and in the state of as of the date of termination, 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’ written notice to Provider. Upon receipt of any written 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 DocuSign Envelope ID: C7726C6D-4833-4EF7-A602-F6C699BF25C2DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 Revised 06/21 6 a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Provided the County performs its obligation under the Agreement, including but not limited to making timely payment to Provider for services rendered when due and undisputed, all documents developed pursuant to this Agreement (“Deliverables”) shall become property of the County, except that, notwithstanding the DocuSign Envelope ID: C7726C6D-4833-4EF7-A602-F6C699BF25C2DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 Revised 06/21 7 foregoing or any other terms in the Agreement to the contrary, Provider shall retain ownership of all of its property and intellectual property rights, including copyright interests, that existed prior to its commencement of its services under this Agreement. The County acknowledges that Provider’s Deliverables are solely and exclusively for the purposes of the specific project for which Provider created them. Any other use or modification of the Deliverables without the prior written consent of Provider 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. 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 MBP Facility Solutions LLC P.O. Box 8181 3040 Williams Drive, Ste 300 Hillsborough, NC 27278 Fairfax, VA 22031 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: C7726C6D-4833-4EF7-A602-F6C699BF25C2DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 Revised 06/21 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: _________________________________ Kevin Day, President Printed Name and Title DocuSign Envelope ID: C7726C6D-4833-4EF7-A602-F6C699BF25C2 9/28/202210/2/2022 DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9 Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: MBP Facility Solutions, LLC Party/Vendor Contact Person: Kevin Day (kday@mbpce.com) Contact Phone: 800-898-9088 Party/Vendor Address: 3040 Williams Drive, Suite 300 City Fairfax State: VA Zip: 22031 Department: AMS Amount: $35,950.00 Purpose: Emergency Services Moisture - Additional Commissioning and Corrective Measures Budget Code(s): 61370035-870000-10082 Vendor # (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 9/28/2022 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: C7726C6D-4833-4EF7-A602-F6C699BF25C2 9/29/2022 9/30/2022 9/30/2022 10/2/2022 DocuSign Envelope ID: 0E84A849-9747-4ACF-ABD0-14693B9E04B9