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HomeMy WebLinkAbout2024-089-E-AMS-MBP Carolina-Whitted HVAC Design Phase CommissioningRevised 04/23 1 [Departmental Use Only] TITLE Whitted Design Cx FY 2023-2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ (Contract Specific Revisons 2-2-24 as noted, ORANGE COUNTY not to be used with other contracts.) This Services Agreement (hereinafter “Agreement”), made and entered into this 12th day of February, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and MBP Carolina, 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): Richard E Whitted Design Phase Commissioning. 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) (Stricken as Project Specific Revision 2/2/24) 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. (Project Specific Revision 2/2/24) 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 standard of care in this agreement. b. Standard of Care. i) Notwithstanding anything to the contrary in this Agreement, the standard of care applicable to Provider’s performance of services shall be the degree of care, skill, and diligence as is ordinarily possessed and exercised by a consultant performing the same or similar services at the same time and in the same locality and in DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Revised 04/23 2 accordance with 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. (Project Specific Revision 2/2/24) 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 the Provider and provided to the County and no additional cost to the County. (Project Specific Revision 2/2/24) iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) (Stricken as Project Specific Revision 2/2/24) 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Design Phase Services. 1. Develop the Cx Plan to include a schedule of the Cx process and activities, individual responsibilities, documentation requirements, communication and reporting protocols, and evaluation procedures. 2. Review the design stage documents for legibility, completeness, and consistency with the OPR and the BoD and appropriate coordination amount the disciplines. MBP anticipates provide one review of the current (95%) construction documents (CDs) and a final back check of the 100% CDs. Scope includes review of the design team's responses to the Cx design review comments. 3. Track and document issues, deviations, and resolutions relating to the Owner's Project Requirements and DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Revised 04/23 3 design documents in the design phase Cx issues log. 4. Prepare Cx specifications for inclusion into the CD specifications manual. Cx Specifications inform the contractors of their roles and responsibilities throughout the Cx process. Additional Option 1: Pre- Functional Checklist. 4. Duration of Services a. Term. The term of this Agreement shall be from February 12, 2024, to December 31, 2024. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be February 12, 2024. 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 Eight Thousand, One Hundred Dollars ($8,100.00). 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 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Revised 04/23 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. 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 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Revised 04/23 5 remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. 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 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Revised 04/23 6 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated 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 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Revised 04/23 7 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 Carolina, Inc P.O. Box 8181 4700 Falls of Neuse Rd Hillsborough, NC 27278 Raleigh, NC 27609 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Revised 04/23 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY:PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Jim Waldrep, Senior Commissioning Project Manager Printed Name and Title DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 2/8/20242/14/2024 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: MBP Carolina, Inc Vendor Contact Person: Jim Waldrep (jwaldrep@mbpce.com) Phone: 919.875.0124 Address: 4700 Falls of Neuse Road, Ste 370 City Raleigh State: NC Zip: 27609 Department: AMS Amount: $8,100.00 Purpose: Whitted HVAC Design Phase Commissioning Budget Code(s): 61370035-870000- 11002 Vendor # 67468 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 02/12/2024 End Date 12/31/2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by AMS Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: 11002) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(#See attached) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 2/8/2024 2/12/2024 2/12/2024 2/12/2024 Revised 04/23 10 Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 - Local | www.mbpce.com October 23, 2023 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 Whitted Complex HVAC Replacement Proposal for Commissioning Services Dear Ms. Barnes, MBP Carolinas, Inc (MBP) is pleased to submit this proposal (“Proposal”) to provide commissioning (Cx) services to Orange County (“Owner” or “Client”) for the Whitted Complex located in Hillsborough, NC (“Project”). SCOPE OF PROJECT MBP understands that the project involves the replacement of mechanical equipment within two three-story buildings. The equipment being replaced consists of three air handling units, five mechanical pumps, three ductless split systems, an air-cooled chiller and associated hydronic accessories, two hot water boilers and associated accessories, and 169 terminal units. PROJECT SCHEDULE The project schedule was unavailable during the development of this proposal. Our proposal is contingent upon the following project schedule, which has been estimated as follows: Construction Documents (CD) November 2023 Construction Contract Award April 2024 Substantial Completion February 2025 End of Warranty February 2026 MBP’s (or its subconsultant’s) employees shall not be required to work more than 40 hours per week, or work other than normal business hours (i.e., 8am-5pm, Monday through Friday), or holidays (which are observed as holidays by the Client) unless the Parties have mutually agreed otherwise in writing. SCOPE OF SERVICES MBP’s Cx services will be provided in accordance with the applicable sections of ASHRAE Standard 202-2018, Guidelines 0-2019 and 1.1-2007 and the Building Commissioning Association (BCA) Handbook. Cx documentation will be logged and can be accessed using the web based Cx platform, CxAlloy. This proposal has been structured to include Base Services and additional services as noted below. 1. Base Services: Fundamental Commissioning and Verification DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Ms. Barnes October 23, 2023 Page 2 of 7 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 - Local | www.mbpce.com 2. Additional Option 1: Pre-Functional Checklists SYSTEMS TO BE COMMISSIONED (Including sampling rates, minimum sample size of three) Our proposal is based on the following estimated MEP equipment, systems and quantities: 1. Mechanical systems (HVAC) a. Air Handling Unit (AHU) (Sample 3 of 3) b. Boilers (Sample 2 of 2) c. Chiller (Sample 1 of 1) d. Primary pumps (Sample 3 of 3) e. Secondary pumps (Sample 2 of 2) f. Ductless Split Systems (DSS) (Sample 1 of 3) g. Variable air volume (VAV) terminal units (Sample 43 of 169) h. Direct Digital Control (DDC) System – HVAC controls (limited to sampling rates listed above) As the Commissioning Authority (CxA), MBP will organize and lead the Cx team for systems being commissioned during the design, construction, and occupancy phases for the Project as follows: BASE SERVICES: Design Phase Services MBP will: 1. Develop the Cx Plan to include a schedule of the Cx process and activities, individual responsibilities, documentation requirements, communication and reporting protocols, and evaluation procedures. 2. Review the design stage documents for legibility, completeness, and consistency with the OPR and the BoD and appropriate coordination among the disciplines. MBP anticipates providing one review of the current (95%) construction documents (CDs) and a final back check of the 100% CDs. Scope includes review of the design team’s responses to the Cx design review comments. 3. Track and document issues, deviations, and resolutions relating to the Owner’s Project Requirements and design documents in the design phase Cx issues Log. 4. Prepare Cx specifications for inclusion into the CD specifications manual. Cx specifications inform the contractors of their roles and responsibilities throughout the Cx process. Construction Phase Services MBP will: 1. Conduct one on-site Cx process scoping/kickoff meeting for the purpose of assisting the selected General Contractor (GC) and installing subcontractors (hereinafter collectively referred to as the “Contractor”) in incorporating the Cx activities into the construction schedule; and defining roles and responsibilities. DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Ms. Barnes October 23, 2023 Page 3 of 7 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 - Local | www.mbpce.com 2. Update and finalize the Cx plan for the construction phase. 3. Conduct six periodic on-site Cx team meetings and/or site observations to verify the completion of PFCs; review the progress and coordination of the installed equipment; observe field testing. Document all site observations and Cx meetings and provide such documentation to include site observation reports, construction phase issues logs, and meeting minutes to the Client. 4. Review up to 20 submittals for the MEP equipment and systems to be commissioned, concurrently with the design team, for compliance with the OPR and provide comments to the Client related to the following: a. Coordination, bulletin, and shop drawings b. Product data, equipment manuals, and training program c. Equipment suppliers’ start-up procedures d. Automatic temperature control (ATC) – sequence of operations 5. Witness Duct Air Leakage Testing (DALT) and hydrostatic pressure testing. Testing will be conducted by the mechanical contractor. MBP anticipates three visits to witness contractor testing. 6. Review the testing, adjusting, and balancing (TAB) report, concurrently with the design team, for compliance with the construction documents and provide comments to the design team and owner prior to acceptance with the Engineer of Record. 7. Conduct post-TAB verification at the completion of construction. The TAB verification visit is anticipated to occur during three business day period on-site. The TAB verification site visit will be conducted after the final TAB report has been submitted and approved by the design team. MBP will develop a plan to verify a random sampling of the readings from our review of the TAB report. Our TAB verification plan includes verification of systems at the sampling rates defined in the “SYSTEMS TO BE COMMISSIONED” above under “SCOPE OF SERVICES”. 8. Prepare Functional Performance Testing (FPT) procedures and coordinate, document, and witness the Contractor execute the FPT at the completion of the construction phase. It is not contemplated, however, that any FPT will occur before the final TAB report has been submitted and approved by the design team. MBP will develop a plan for FPT of the equipment according to the sampling rates defined in Systems to be Commissioned above. MBP anticipates seven days on-site to complete the FPT procedures. 9. Back-check FPT issues after the Contractor confirms that corrective measures have been completed. MBP anticipates completing the back-check of FPTs during a single day on-site. Occupancy and Operations Phase Services After the completion of the construction phase services, MBP will: 1. Finalize the Cx services in a single comprehensive record consisting of the following: a. Executive summary report b. Listing of non-compliance items with recommendations for correction DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Ms. Barnes October 23, 2023 Page 4 of 7 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 - Local | www.mbpce.com c. Commissioning team directory d. Cx Plan e. Cx issues logs f. Cx Specifications g. Meeting minutes h. Completed FPTs 2. Work with the Client and Owner to coordinate and complete the opposite season or deferred testing that could not be performed during the season in which the FPT was performed. MBP anticipates two business days on site to complete seasonal/deferred testing. 3. Perform a single calendar day site visit ten months after substantial completion. The site visit will be held to review the building operation with the Owner’s O&M staff and facility occupants and provide a written plan with recommendations for resolution of outstanding commissioning related issues discovered during our visit. ADDITIONAL OPTION NO. 1: Pre-Functional Checklists Construction Phase Services MBP will: 1. Develop and distribute detailed Pre-Functional Checklists (PFCs) that will be completed by the Contractor electronically online in MBP’s commissioning portal (CxAlloy) during the Project’s construction and acceptance phase. ADDITIONAL SERVICES If requested by the County, MBP can provide additional services as the parties may hereafter mutually agree by a written modification to this agreement. COMPENSATION MBP proposes to provide the Base Services – Fundamental Cx outlined in this Proposal for the fixed price lump sum amount of $68,000. A breakdown of the fee is provided in the table below. COMMISSIONING SERVICES TOTAL Design Phase $ 6,600.00 Construction & Acceptance Phase $ 56,000.00 Post Construction Warranty Phase $ 5,400.00 MBP proposes to provide the Additional Option No. 1 – Pre-functional checklist outlined in this proposal for the fixed price lump sum amount of $1,500. Non-Labor Expenses: None The standard of care applicable to MBP’s performance will be the degree of skill and care used by members of MBP’s profession performing the same or similar services under similar circumstances at the same time and in the same locality. No other representation, expressed or implied, and no warranty DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Ms. Barnes October 23, 2023 Page 5 of 7 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 - Local | www.mbpce.com or guarantee is included or intended in this Proposal, or in any oral or written work product provided by MBP, including but not limited to any report, opinion, or document. Any requirement for our attending additional meetings, making additional site visits, commissioning additional equipment/systems not listed above in the Systems to be Commissioned, witnessing equipment re-testing, or otherwise spending time on-site inconsistent with the assumptions made in this Proposal for any reason including, but not limited to, requirements to be at meetings or on-site beyond the number of day(s) and hours specified herein because of unsatisfactory work or work that is incorrectly reported to be complete by the Client, the Contractor, or the design team will be considered additional services for which MBP will be entitled to an equitable adjustment to the contract price (fee) and in accordance with our normal and customary billable rates. MBP also assumes that, at no additional cost to MBP, the Client (or the Contractor as applicable) will provide all necessary and appropriate tools and equipment including, but not limited to ladders; two- way radios; calibrated temperature, relative humidity, or carbon dioxide sensors and differential meters to verify readings for installed sensors; equipment and trade specialists (including but not limited to: controls, TAB) to operate the systems and participate in all required static/dynamic/startup tests and checks including, but not limited to functional performance testing, as may be required. Although MBP will document any defects or deficiencies in the work being performed of which it becomes aware, as a result of the inherent limitations of any site observations, MBP cannot warrant or guarantee that all non-compliant conditions will be detected or corrected. As it is not in the best interest of the Owner that the presence or duties of MBP personnel at the Project site or otherwise should relieve the Contractor or design team of their obligations and responsibilities to the Owner, it is understood that: MBP will not supervise, direct or have control over any Contractor work; the Contractor remains responsible for compliance with the Project plans and specifications, construction means, methods, techniques, and sequences, including but not limited to any required health and safety procedures (except that MBP will be responsible for the safety of its own employees). MBP is not acting in any respect as the Project’s designer of record and assumes no design liability for any part of the Project, regardless of whether any assistance, recommendations, or comments provided by MBP to the Client, Owner or design team are utilized. Inasmuch as it is not in the best interest of the Owner that that MBP’s services should relieve the design team of its obligations and responsibilities to the Owner, it is understood that the designer of record will be and remain solely responsible for such all design documents notwithstanding any Services provided by MBP under this agreement relating to the development or review of design documents, including but not limited to scopes of work, plans and specifications, requests for proposals, or any other terms and conditions contained therein. To the extent that MBP may be required to review contractor submittals (e.g., shop drawings, product data, or samples), such a review will be for the limited purpose of checking for general conformance with the design concept expressed in the Contract (or Design) Documents and not, for example, for the purpose of determining the accuracy or completeness of other details or information such as dimensions and quantities; substantiating instructions for installation or performance of equipment or systems; or approving any construction means, methods, techniques, sequences, procedures or safety plans, procedures, or precautions, all of which remains the sole and ultimate responsibility of the construction contractor. As it is not in the best interests of the Owner that MBP’s review of any submittal will relieve the construction contractor from responsibility for any errors or omissions in such DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Ms. Barnes October 23, 2023 Page 6 of 7 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 - Local | www.mbpce.com submittals, nor from responsibility from strict compliance with all of the requirements of the Contract Documents, any such reviews will not be deemed to approve or authorize changes, deviations, or substitutions from the requirements of the Contract Documents unless variations are specifically noted, highlighted and described in the submittal and expressly approved by the Owner or its authorized representative (e.g. the designer of record). This Proposal is valid through November 30, 2023 but is subject to change thereafter and assumes that FPT will be completed by February 28, 2025. MBP will invoice monthly for the percentage of work completed and non-labor expenses as set forth in this Proposal. All invoices will be submitted electronically and are to be paid in full upon receipt. All services will be performed in accordance with the Standard Contract Terms and Conditions attached hereto and made a part hereof. This Proposal, together with these Standard Contract Terms and Conditions, constitute the entire agreement between MBP and the Client and supersedes all prior written and oral understandings. This agreement and said attachments may only be amended, supplemented, modified, and canceled by a duly executed written instrument. If the foregoing is acceptable, please have an authorized representative sign in the space provided below and return an electronic copy to the undersigned, including the Standard Contract Terms and Conditions. We look forward to being able to provide Orange County with commissioning services on this Project. For additional information, please do not hesitate to call me at 919-996-9381 or email me at jwaldrep@mbpce.com. Sincerely, Jim Waldrep, CCP, EBCP, ACEM Senior Commissioning Project Manager Attached: MBP Standard Terms and Conditions cc: Kevin Day, MBP AGREED AND ACCEPTED: Angel Barnes, Capital Projects Manager ☐ DESIGN PHASE SERVICES: $6,600 ☐ CONSTRUCTION AND ACCEPTANCE PHASE SERVICES: $56,000 ☐ WARRANTY PHASE SERVICES: $5,400 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Ms. Barnes October 23, 2023 Page 7 of 7 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 - Local | www.mbpce.com ☐ ADDITIONAL OPTION No.1: $1,500 _________________________________________ Signature Date ________________________________________ Print Name/Title DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Page 1 of 6 © MBP 2012. All Rights Reserved. (Revised 03 2022) MBP CAROLINAS, INC. STANDARD CONTRACT TERMS AND CONDITIONS MBP Carolinas, Inc. ("MBP") has been requested to perform certain professional services (the “Services”) for the Client (the “Client”). The Parties agree that these Services shall be performed pursuant to the following terms and conditions (the “Standard Contract Terms and Conditions ”); and that the Client’s acceptance of MBP’s proposal or agreement (the “Agreement”) to which these Standard Contract Terms and Conditions are attached or have been referenced in any MBP proposal or agreement or the Client’s direction for MBP to commence any Services, constitute the Client’s acceptance of these Standard Contract Terms and Conditions. All P arties acknowledge that the Services may have been supplied prior to the effective date of the Agreement and the Parties’ execution thereof; however, the Parties agree that this Agreement applies to the Services provided by MBP, whether provided before, on, or after the effective date of this Agreement or the Parties’ execution thereof. It is understood that MBP’s (or its subconsultant’s) employees shall not be required to work more than 40 hours per week, or work other than normal business hours (i.e. 8am-5pm, Mondays through Fridays), or holidays (which are observed as holidays by the Client) unless the Parties have mutually agreed otherwise in writing. If the Client and Owner are the same entity, these Standard Terms and Conditions shall be considered to apply to the Party with whom MBP is contracting regardless of whether the term “Owner” or “Client” is used herein. 1. INVOICING The Client will pay MBP for Services and expenses in accordance with this Agreement. MBP will submit invoices to the Client for progress payments, not more than once each month. An invoice (including any accrued interest), representing the value of the completed Services and supported by appropriate documentation, is due and payable in full by the Client within seven calendar days of the Client’s receipt of MBP’s invoice. It is understood that the Client’s obligation to pay for Services contracted is not dependent on the Client’s ability to obtain financing, payment from third parties, approval of governmental or regulatory agencies, successful completion of the project, or any other contingencies. The Client agrees that MBP may impose a service charge of 1% per month (12 percent per annum) and suspend or terminate the Services if invoices are not paid as required by this Agreement. The Client shall be liable to MBP for reasonable attorney’s fees and other costs incurred by MBP in collecting past due amounts. The Client agrees to waive any claim against MBP and to indemnify and hold MBP harmless from and against any claims arising from MBP’s suspension or termination of Services due to the Client’s failure to provide timely payment as set forth herein. Any charges disputed by the Client shall be called to MBP’s attention in writing within five calendar days of the Client’s receipt of MBP’s invoice, and MBP and the Client shall work together in good faith to resolve any differences. Any charges not in dispute shall be paid in full within the time required by this Agreement and amounts in dispute shall be resolved separately. 2. STANDARD OF CARE The standard of care applicable to MBP’s performance will be the degree of skill and care originally used by members of MBP’s profession performing the same or similar services under similar circumstances at the same time and in the same locality. No other representation, expressed or implied, and no warranty or guarantee is included or intended in this Agreement, or in any oral or written work product provided by MBP, including but not limited to any report, opinion, or document. 3. CONFIDENTIALITY MBP shall treat information submitted and marked by the Client as confidential and employ practices used for MBP’s protected information, provided that the limitation shall not apply to any information or portion thereof in whatever form, which is: (a) within the public domain at the time of its disclosure; (b) is furnished or obtained from a third party who is under no obligation to keep the information confidential; (c) required to be disclosed by law or on order of a court, administrative agency, or other authority with proper jurisdiction. DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Page 2 of 6 © MBP 2012. All Rights Reserved. (Revised 03 2022) 4. INSURANCE 4.1. MBP shall maintain at its own expense the following insurance subject to normal industry exclusions: (1) Commercial General Liability covering claims for injuries to members of the public or damage to property of others; (2) Professional Liability; (3) Workers’ Compensation; and (4) Automobile Liability. Upon request, MBP will submit certificates verifying such insurance coverage. 4.2. If a Client is obligated to obtain a Payment Bond for a project, the Client shall provide MBP with a copy of the Payment Bond, including a power of attorney for the bond, prior to the commencement of Services. 4.3. Notwithstanding any other provision of this Agreement to the contrary, and to the fullest extent permitted by law, the total liability, in the aggregate, of MBP to the Client and anyone claiming by, through, or under the Client, for any and all claims, losses, costs or damages whatsoever arising out of, resulting from, or in any way related to the project or this Agreement, from any cause or causes, including but not limited to the negligence; errors or omissions; strict liability; express or implied breach of contract or warranty (hereinafter “Client Claims”) of MBP, shall not exceed the greater of: (1) the total fees paid by the Client to MBP for Services under this Agreement or (2) the total sum paid on behalf of or to MBP by MBP’s insurers in settlement or satisfaction of Client claims under the terms and conditions of MBP’s insurance policies applicable hereto. 4.4. In no event shall: (a) MBP be liable in contract, tort, strict liability, warranty or otherwise, for any special, indirect, incidental or consequential damages, including but not limited to, delay, disruption, loss of production, loss of anticipated profits or revenue, loss o f use of equipment or system, non- operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment systems or power; and (b) any of MBP’s officers, directors, shareholders, members, partners or employees be subject to levy, execution or other enforcement procedure or otherwise be personally liable for the satisfaction of any of the Client’s remedies under or with respect to this Agreement. 5. LAWS, REGULATIONS, BUSINESS/PROFESSIONAL LICENSES MBP will comply with all applicable laws and regulations and will obtain business/ professional licenses as required by applicable law for its performance under this Agreement. 6. ACCESS TO RECORDS MBP will maintain accounting records, in accordance with generally accepted accounting principles and practices to substantiate all invoiced amounts. Said records will be available for examination by the Client with reasonable advance written notice to MBP at MBP’s regular place of business for a period of three years after MBP’s final invoice to the extent required to support the costs incurred hereunder. Services performed pursuant to this Agreement to compensate MBP by payment of a Fixed Price Lump Sum amount shall be subject to audit for the limited purpose of verifying that all required Services were furnished and shall be not subject to audit for the purpose of determining MBP’s profit or loss with respect to such Services. 7. SUSPENSION OF WORK MBP will, upon its receipt of three calendar days advance written notice from the Client, suspend, delay, or interrupt all or a part of the Services. If any such suspension causes any increase or decrease in the cost of, or the time required for performance of this Agreement, MBP shall be entitled to an equitable adjustment in the Agreement price and time as appropriate, and this Agreement shall be modified in writing accordingly. If the Client does not require MBP to resume its Services within 60 calendar days of any such suspension, that portion of the Services that has been suspended may be terminated by either party for convenience. In the event that this Agreement is terminated for convenience under this provision, MBP shall be compensated for services performed and all necessary reasonable expenses incurred in connection with the performance of Services in accordance with the termination for convenience provisions below. DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Page 3 of 6 © MBP 2012. All Rights Reserved. (Revised 03 2022) 8. PROJECT SAFETY Except as to MBP’s own employees, MBP shall not be responsible for implementation of or comp liance with any safety programs for the project or for initiating, maintaining, monitoring, or supervising the implementation of such programs or the procedures and precautions associated therewith, or for the coordination of any of the above with other parties performing work at the project site. MBP shall not be responsible for the adequacy or completeness of any project safety programs, procedures, or precautions. 9. SITE OBSERVATIONS Although MBP shall document or otherwise report to the Client any defects or deficiencies in the work being performed of which it becomes aware, as a result of the inherent limitations of any site observations, it is understood that MBP cannot warrant or guarantee that all non-compliant conditions will be detected or corrected. As it is not in the best interest of the Owner that the presence or duties of Client, Owner or MBP personnel at a project site or otherwise should relieve the General Construction C ontractor or any of its trade subcontractors (hereinafter collectively referred to as the “Contractor”) of their obligations and responsibilities to the Client or Owner, it is understood that notwithstanding any Services provided by MBP under this Agreement: (a) MBP shall not supervise, direct or have control over any Contractor work; and (b) the Contractor remains responsible for (1) construction means, methods, techniques, and sequences, including but not limited to any required health and safety procedures (except that MBP shall be responsible for the safety of its own employees); and (2) strict compliance with any Owner Contract Documents or Owner Design Documents, including but limited to any project plans and specifications. 10. ENVIRONMENTAL HAZARDS The Client acknowledges that MBP shall have no responsibility for the detection, investigation, evaluation, abatement, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form that may be present in buildings, structures or otherwise at any project site. MBP and the Client have entered into this Agreement on the basis that any such hazardous materials or toxic substances are not present at any project site. 11. CERTIFICATIONS The Client will not require that MBP execute any certification with regard to work performed, tested or observed under this Agreement, unless MBP (1) believes that it has performed sufficient work to provide an adequate basis to issue the certification; (2) believes that the work performed, tested or observed meets the criteria of the certification; and (3) has reviewed and approved in writing the exact form of such certification prior to the execution of this Agreement. Any certification by MBP is limited to an expression of professio nal opinion based upon the Services performed by MBP and does not constitute a warranty or guarantee, express or implied. 12. INDEMNIFICATION The Client (as “Indemnitor”), agrees to indemnify and hold harmless MBP, its officers, directors, and employees (“Indemnitees”) from and against those actual direct damages and costs incurred by Indemnitees that the Indemnitees have been determined to be legally obligated to pay to third parties as a result of the death or bodily injury to any person or the destruction or damage to any property (including reasonable attorney fees recoverable under applicable law) to the extent proximately caused by the negligent acts, errors or omissions of the Indemnitor or anyone for whom the Indemnitor is legally liable. To the extent that any damages or costs are found to be caused by the joint or concurrent negligence of the Indemnitor, the Indemnitees or any third party, such damages and/or costs shall be borne by each party in proportion to such party’s negligence. 13. PROMPT NOTICE The Client will give prompt written notice to MBP whenever the Client observes or becomes aware of any development that affects the scope or timing of MBP’s Services. 14. FURNISHED DATA/SITE ACCESS In order for MBP to perform the Services requested, the Client s hall, at no expense to MBP, (1) provide all necessary data and information regarding the Client’s requirements, including but not limited to, previous reports, maps, surveys, and all other information necessary for MBP’s orderly performance of its Services ; and DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Page 4 of 6 © MBP 2012. All Rights Reserved. (Revised 03 2022) (2) designate a person to act as the Client’s representative for the Services who shall have the authority to transmit instructions, receive instructions and information, and interpret and define Client’s policies and requests for MBP’s Services. The Client shall also provide access to and make all provisions for MBP to enter, without cost, limitation, or burden to MBP, the project site or any other public/private property as required for MBP to perform the work, including the use of scaffolds or similar mechanical equipment. MBP is entitled to rely upon the information provided by the Client. MBP’s estimated budget does not include the costs for a field office, its furnishings, utilities, internet service, or other on-site equipment, which, MBP has assumed, will be provided by the Client at no additional cost to MBP. 15. ASSIGNMENTS/SUBCONTRACTING This Agreement and the rights and duties hereunder will not be assigned, subcontracted, or transferred by either Party, in whole or in part, without the other Party’s prior written approval. 16. WAIVERS No waiver by either Party of any default by the other party in the performance of any provision of this Agreement, will operate as or be construed as a waiver of any future default, whether like or different in character. 17. REMEDIES The rights and remedies provided in this Agreement to MBP shall be cumulative with and in addition to the rights and remedies otherwise available to MBP at law, in equity, or elsewhere provided herein. 18. DELAYS MBP shall not be responsible for delays caused by factors beyond MBP’s reasonable control, including but not limited to delays because of strikes, lockouts, work slowdowns or stoppages, government ordered industry shutdowns, power or server outages, acts of nature, widespread infectious disease outbreaks (including, but not limited to epidemics and pandemics), failure of any go vernmental or other regulatory authority to act in a timely manner, failure of the Client to furnish timely information or approve or disapprove of MBP’s services or work product, or delays caused by faulty performance by the Client’s or by contractors of any level. When such delays beyond MBP’s reasonable control occur, the Client agrees that MBP shall not be responsible for damages, nor shall MBP be deemed in default of this Agreement. 19. DISPUTES, JURISDICTION AND VENUE The Parties hereto agree and stipulate that this Agreement shall be deemed to have been entered into in the Commonwealth of Virginia. This Agreement shall be construed and administered in accordance with the laws of the Commonwealth of Virginia (notwithstanding any Virginia choice of law or conflict of law principles). Any claim or cause of action arising out of or connected with this Agreement shall be brought exclusively in a court of competent jurisdiction in Fairfax County, Virginia and the Parties hereto agree to submit to the per sonal jurisdiction of such courts, and waive all objections to such jurisdiction and venue. If either Party is not a resident of the Commonwealth of Virginia at the time of such action, then such Party irrevocably appoints the Secretary of the Commonwealth of Virginia as the agent for the purpose of accepting service of process in Virginia. All Parties hereby waive trial by jury in any action, proceeding, claim or counterclaims brought by any party in connection with any matter arising out of or in any way connected with this Agreement. Any disputes shall be subject to a good faith attempt by both Parties to resolve such matters through negotiations between chosen executives of each of the Parties. Such efforts are agreed to be a condition precedent to the r ight of either Party to initiate litigation as a means of resolving any dispute under this Agreement. 20. AGREEMENT NOT TO SOLICIT OR HIRE PERSONNEL MBP and the Client covenant and agree that during the term of this Agreement and for a period of one (1) year after the Contract’s completion or termination date, neither party shall for whatever reason solicit for employment or induce to leave, employ, or hire any employees or single individual subconsultants (sometimes referred to as IRS 1099 workers) of the other party who have provided services for the Project to which this Agreement applies. DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Page 5 of 6 © MBP 2012. All Rights Reserved. (Revised 03 2022) 21. TERMINATION 21.1. Termination for Convenience. This Agreement may be terminated by the Client for convenience (without cause) after seven calendar days advance written notice to MBP. In the event of such termination, MBP shall be compensated for Services performed and necessary reasonable expenses incurred in the performance of Services as a result of the termination. MBP, however, shall not be entitled to any profit or fee on unperformed Services (i.e. anticipatory profits). 21.2. Termination for Default. Either Party may terminate this Agreement for default upon written notice to the other Party in the event that the other Party shall have breached any of its material obligations under the Agreement and shall not have reasonably commenced a cure of any alleged breach within 14 calendar days of its receipt of the written notice of the alleged default. In the event that the Client terminates this Agreement for default, MBP shall be paid its compensation for Services performed to the effective date of termination and all reasonable termination expenses. If the Client should terminate this Agreement for default and it is later determined that cause did not exist for such a termination, the default termination will be deemed as one occurring for convenience. 22. CHANGES The Client may make changes in the Services that are within the general scope of this Agreement. If any such change causes any increase or decrease in the cost of, or the time required for performance of this Agreement, MBP will be entitled to an equitable adjustment in the agreement price and time as appropriate, and this Agreement shall be modified in writing as evidenced by a written modification to this Agreement duly executed by authorized representatives of each Party. Notwithstanding any other provision of this Agreement to the contrary, MBP shall have no obligation to perform any Services for which MBP considers it is entitled to an equitable adjustment to the Agreement price or time, until both Parties have mutually agreed in writing to such equi table adjustment(s) as evidenced by a written modification to this Agreement. 23. OWNERSHIP OF REPORTS, DRAWINGS, AND OTHER WORK PRODUCT MBP retains ownership of reports, drawings, specifications, test data, techniques, photographs, letters, notes, video and audio recordings, and other work product, including those in electronic form (“MBP Documents”), it has created. Any and all such MBP Documents are considered instruments of service. Although MBP retains such an ownership interest in these instruments of s ervice, providing the Client performs its obligations under the Agreement including but not limited to making payments to MBP for services rendered when due, MBP grants the Client a non-exclusive, revocable, royalty free license to use such MBP Documents solely and exclusively for the purposes of the specific project for which they were created. Any other use or modification of MBP Documents without the prior written consent of MBP shall be at the Client’s sole risk; and the Client shall indemnify and hold MBP harmless from any such unauthorized use or modification. 24. NO THIRD-PARTY BENEFICIARIES Nothing in this Agreement shall create, or be construed to create, any third-party beneficiary rights in any person or entity not a signatory to this Agreement. This Agreement has been and is made solely for the benefit of the Parties and their respective successors and permitted assigns to the extent provided in this Agreement and no other party shall acquire or have a ny rights, express or implied, under or by virtue of this Agreement. 25. AFFIRMATIVE ACTION AND NONDISCRIMINATION OBLIGATIONS 25.1. The Parties agree (a) not to discriminate against any employee or applicant for employment on the basis of; and (b) to take affirmative action and provide equal employment opportunity without regard to - race, color, religion, sex, age, national origin, marital status, protected veteran status, disability, or other characteristics protected by applicable law, including but not limited to Title VI and Title VII of the 1964 Civil Rights Act. 25.2. Without intending to limit the foregoing, the Parties agree that t he full set of obligations, commitments, and other language in the equal opportunity clause for Vietnam Era Veterans’ Era DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Page 6 of 6 © MBP 2012. All Rights Reserved. (Revised 03 2022) Readjustment Assistance Act (VEVRAA)-protected veterans set forth in 41 C.F.R. § 60–300.5(a) and in the equal opportunity clause for workers with disabilities set forth in 41 C.F.R. § 60–741.5(a) are deemed to be fully incorporated by reference into this Agreement. Additionally: The Parties shall abide by the requirements of 41 C.F.R. § 60–300.5(a). This regulation prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veteran; and: The Parties shall abide by the requirements of 41 C.F.R. § 60–741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. 26. ADVICE OF COUNSEL The Parties hereto acknowledge that each Party has had the opportunity and has been encouraged to seek independent legal advice with respect to its rights and obligations under this Agreement , and that this Agreement shall be construed neither against nor in favor of either Party, but shall be construed in a neutral manner. 27. HEADINGS The headings of the several sections of this Agreement are included for convenience of reference only and are not meant to be a part of or affect the meaning or interpretation of this Agreement. 28. CONVENTIONS Words importing the singular meaning shall include, where the context so admits, the plural meaning and vice versa. Words denoting the masculine gender shall include the feminine and neuter genders. Where the context so admits, references in this Agreement to a clause are to a clause of this Agreement. References in this Agreement to any statute or statutory instrument shall include and refer to any statutory am endment or reenactment thereof from time to time and for the time being in force. References to “person” or “persons” shall include individuals, corporate entities, unincorporated associations and entities, partnerships and any other person or entity having legal capacity and shall include the successors and permitted transferees and assigns of such persons. References to “day” or “days” shall mean calendar days unless otherwise indicated. References to “business day” or “business days” shall mean a working day, excluding Saturdays, Sundays and holidays which are observed as holidays by the Client. 29. COUNTERPARTS The Agreement and any modifications hereto may be executed in a number of counterparts, and each counterpart signature, when taken with the other cou nterpart signatures, is treated as if executed upon one original of the Agreement and any modification hereto. A signature by any Party to the Agreement provided by facsimile or electronic mail is binding upon that Party as if it were the original. 30. SEVERABILITY In the event that any provision of this Agreement is held or found to be contrary to applicable law, such provision shall continue in effect to the fullest extent permitted by law and the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law. The Parties agree that if certain terms and conditions are required by law, that the Agreement shall be deemed to have and hereby does incorporate such terms and conditions herein by reference. 31. ENTIRE AGREEMENT This Agreement together with any attachments or exhibits identified herein constitutes the entire agreement between MBP and the Client and supersedes all prior written and oral understandings. This Agreement may only be amended, supplemented, modified, and canceled by a written instrument duly executed by an authorized representative of each Party hereto. DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 RESOLUTION EXEMPTING ORANGE COUNTY WHITTED HUMAN SERVICES DESIGN PHASE – COMMISSIONING SERVICES FROM G.S. 143-64.31 WHEREAS, G.S. 143-64.31 requires the initial solicitation and evaluation of firms to perform architectural, engineering, surveying, construction management-at-risk services, and design-build services (collectively “design services”) to be based on qualifications and without regard to fee; WHEREAS, the County proposes to enter into one or more contracts for design services for work on Orange County Richard E. Whitted Design Phase for HVAC Replacement. WHEREAS, G.S. 143-64.32 authorizes units of local government to exempt contracts for design services from the qualifications-based selection requirements of G.S. 143-64.31 if the estimated fee is less than $50,000; and WHEREAS, the estimated fee for design services for the above-described project is less than $50,000. NOW, THEREFORE, THE MANAGER OF THE ORANGE COUNTY RESOLVES: Section 1. The above-described project is hereby made exempt from the provisions of G.S. 143-64.31. Section 2. This resolution shall be effective upon adoption. _________________________________ ____________________ Bonnie Hammersley (County Manager) Date Orange County, North Carolina DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 2/14/2024 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 11/27/2023 (703) 827-2277 (703) 827-2279 20443 MBP Carolinas, Inc. 4700 Falls of Neuse Road Suite 370 Raleigh, NC 27609 A Professional Liab.MCH114065775 7/30/2023 Per Claim 5,000,000 A Professional Liab.MCH114065775 7/30/2023 7/30/2024 Aggregate 6,000,000 Project# P22075 Project Name: Orange County Emergency Service Building RCx Pollution Liability coverage is provided and included within the Professional Liability policy noted above. It shares the limits of the Professional Liability policy. 30-day Notice of Cancellation will be issued for the Professional Liability coverage in accordance with policy terms and conditions. Orange County 300 West Tryon Street, PO Box 8181 Hillsborough, NC 27278 MCDOBOL-01 WBATESON Ames & Gough 8300 Greensboro Drive Suite 980 McLean, VA 22102 admin@amesgough.com Continental Casualty Company (CNA) A, XV 7/30/2024 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 11/27/2023 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 Carolinas, Inc. 4700 Falls of Neuse Road Suite 370 Raleigh NC 27609 The Phoenix Insurance Company 25623 The Charter Oak Fire Insurance Company 25615 Travelers Property Casualty Company of America 25674 Travelers Casualty and Surety Company 25666 CL2332755942 A Contractual Liability Y 6305F995151 03/31/2023 03/31/2024 1,000,000 300,000 5,000 1,000,000 5,000,000 2,000,000 B HIRED NONOWNED Y 810-8M253692 03/31/2023 03/31/2024 1,000,000 Uninsured Motorists 1,000,000 C 10,000 Y CUP9H788666 03/31/2023 03/31/2024 5,000,000 5,000,000 D N Y UB0K895156 03/31/2023 03/31/2024 1,000,000 1,000,000 1,000,000 Ref: Project # P22075 / J22064- Project Name: Orange County Emergency Services Building, RCx As required by an insured written and only per applicable forms attached, Orange County, its officers, official agents and employees are additional insured with regard to General Liability on a primary and noncontributory basis, Auto Liability on a primary and noncontribtuory and Umbrella on a following form basis per the terms and conditions of the policy. Waiver of Subrogation applies when required by written contract with regard to Workers Compensation per the terms of the policy. 30 day notice of cancellation endorsements apply on blanket basis. Orange County 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Fq!pqv!cvvcej!vjku!hqto!vq!c!rqnke{/!!Kv!ku!hqt!kphqtocvkqpcn!wug!qpn{/DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Fq!pqv!cvvcej!vjku!hqto!vq!c!rqnke{/!!Kv!ku!hqt!kphqtocvkqpcn!wug!qpn{/DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Fq!pqv!cvvcej!vjku!hqto!vq!c!rqnke{/!!Kv!ku!hqt!kphqtocvkqpcn!wug!qpn{/DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Fq!pqv!cvvcej!vjku!hqto!vq!c!rqnke{/!!Kv!ku!hqt!kphqtocvkqpcn!wug!qpn{/DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Fq!pqv!cvvcej!vjku!hqto!vq!c!rqnke{/!!Kv!ku!hqt!kphqtocvkqpcn!wug!qpn{/DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Fq!pqv!cvvcej!vjku!hqto!vq!c!rqnke{/!!Kv!ku!hqt!kphqtocvkqpcn!wug!qpn{/DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Fq!pqv!cvvcej!vjku!hqto!vq!c!rqnke{/!!Kv!ku!hqt!kphqtocvkqpcn!wug!qpn{/DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Fq!pqv!cvvcej!vjku!hqto!vq!c!rqnke{/!!Kv!ku!hqt!kphqtocvkqpcn!wug!qpn{/DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 Donotattachthisformtoapolicy.Itisforinformationaluseonly.DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00 DocuSign Envelope ID: 799A3DE4-D43A-4E02-8FBE-01D0CDD84F00