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HomeMy WebLinkAboutAgenda 07-09-2026; 8-k - Approval of a Professional Services Contract with MBP Carolinas for Commissioning Services for the Crisis Diversion Facility 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: July 9, 2026 Action Agenda Item No. 8-k SUBJECT: Approval of a Professional Services Contract with MBP Carolinas for Commissioning Services for the Crisis Diversion Facility DEPARTMENT: Asset Management Services ATTACHMENT(S): INFORMATION CONTACT: 1. MBP Carolinas Proposal Connor Wilkins, Asset Management 2. Professional Services Contract Services Assistant Director, 919-245- 2689 Alan Dorman, Asset Management Services Director, 919-245-2627 PURPOSE: To review a cost proposal submitted by MBP Carolinas for Commissioning Services related to the construction of the Crisis Diversion Facility and approve and authorize the Manager to sign the contract after final review by the County Attorney. BACKGROUND: At the Business meeting on June 16, 2026, the Board of Commissioners approved the Guaranteed Maximum Price (GMP) for the construction of the Crisis Diversion Facility, which included funds for commissioning services. Building commissioning is the quality assurance process that ensures that all building systems and assets are designed, installed, and calibrated according to the operational needs of the facility. Prior to the approval of the GMP by the Board, the County issued a request for qualifications (RFQ 367-005479) on March 27, 2026 for the completion of the building commissioning services. The nine (9) proposals received were reviewed by the evaluation committee, consisting of Capital Projects Manager Angel Barnes, Asset Management Services Assistant Director Connor Wilkins, and Asset Management Services Director Alan Dorman. MBP Carolinas was selected based on the strength of its response to the RFQ, with a submitted final proposal of$95,000. FINANCIAL IMPACT: Funding for the $95,000 in costs associated with MBP Carolinas proposal for the Commissioning Services for the Crisis Diversion Facility was approved in the FY 2026-36 Capital Investment Plan (CIP). ALIGNMENT WITH STRATEGIC PLAN: This item supports: • GOAL 2: HEALTHY COMMUNITY OBJECTIVE 1. Improve harm reduction, prevention, and support services for adults and children experiencing behavioral health issues, substance use disorder, and intellectual or developmental disability. 2 OBJECTIVE 4. Reduce impacts and barriers for justice-involved children and adults through deflection, diversion, therapeutic interventions, and re-entry support, including housing. RECOMMENDATION(S): The Manager recommends that the Board approve the contract with MBP Carolinas for Commissioning Services related to the construction of the Crisis Diversion Facility, and authorize the Manager to sign the contract after final review by the County Attorney. 3 June 5, 2026 Orange County Government Asset Management Services 300 West Tryon Street, Bldg. B, 3rd Floor Office 10 Hillsborough, NC 27278 Attention: Mr. Connor Wilkins Asset Management Services Assistant Director Reference: Orange County Crisis Diversion Center Proposal for Commissioning Services Dear Mr. Wilkins, MBP Carolinas, Inc. ("MBP") is pleased to submit this proposal to provide commissioning (Cx) and building envelope commissioning(BECx) services ("Proposal")to Orange County("County' or"Client") for the Crisis Diversion Center located at Waterston Drive in Hillsborough, NC(the "Project"). MBP will partner with High Performance Building Solutions (HPBS) to provide the BECx services outlined in this proposal. SCOPE OF PROJECT It is our understanding that the Project involves the construction of a new 21,146 sq.ft., single-story Crisis Diversion Facility intended to divert individuals experiencing behavioral health crises from hospital emergency departments and the County's Detention Center by providing behavioral health urgent care services, crisis stabilization,treatment, and aftercare planning. The project includes 12 Behavioral Health Urgent Care bays, and 16 facility-based crisis care beds. CPL is serving as the project designer, and Gilbane is the Construction Manager at Risk(CMAR)for the project. PROJECT SCHEDULE Our Proposal is based on the following anticipated Project schedule: Construction Documents Completed Contract Award Awarded Substantial Completion November 2027 Warranty Period November 2027— November 2028 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. 4700 Falls of Neuse Road,Suite 370 1 Raleigh,North Carolina 27609 1919-875-0124 1 www.mbpce.com 4 Mr. Connor Wilkins June 5, 2026 Page 2 of 9 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 Cx web-based program called CxAlloy. SYSTEMS TO BE COMMISSIONED(Including Sampling Rates) 1. Mechanical systems (HVAC) a. Rooftop air handling unit (2 of 2) b. VAV terminal boxes (8 of 30) c. Exhaust fans (3 of 9) d. Electric unit heater (3 of 5) e. Split system A/C unit (3 of 3) f. DDC automation system (associated with the systems to be commissioned) 2. Domestic hot water system a. Electric hot water heater(2 of 2) b. Recirculation pump (1 of 1) 3. Lighting control systems a. Room lighting controls including occupancy/daylight sensors and wall switches (20%sampling) b. Emergency power systems (generator and transfer switches) c. Fire alarm system (limited to interface with the mechanical systems) 4. Building Envelope a. Weather-resistive barriers b. Through-wall flashing systems c. Exterior wall systems d. Roofing systems e. Windows f. Storefront systems g. Air barrier systems h. Moisture control layers i. Thermal control layers j. Fluid-applied membrane systems k. Self-adhered membrane systems I. Building envelope transitions and interfaces MBP 4700 Falls of Neuse Road,Suite 370 1 Raleigh,North Carolina 27609 1919-875-0124 1 www.mbpce.com 5 Mr. Connor Wilkins June 5, 2026 Page 3 of 9 As the Commissioning Authority(CxA), MBP will organize and lead the Cx team for systems being commissioned during the construction, occupancy, and operation phases of the Project as follows: SCOPE OF WORK(SOW) Cx Activity#1: Design Phase Services MBP will: 1. Review the Construction Documents (CD)for legibility, completeness, and consistency with the OPR and the BoD and appropriate coordination among the disciplines. Review includes a back- check of responses provided by the design team to the Cx comments. 2. Prepare Cx specifications for inclusion in the specifications manual, including training requirements. Note: The design and construction documents provided to MBP for review contain controls contractor startup and commissioning activities but do not contain requirements for independent third-party commissioning or commissioning specifications. MBP assumes that independent third-party commissioning requirements and associated contractor responsibilities will be incorporated into the project and issued to the contractor for review. Any changes to contractor scope, cost, or schedule resulting from the incorporation of commissioning requirements shall be addressed by the Owner,Architect/Engineer, and Contractor. BECx Activity#1: Design Phase Services MBP's subconsultant, HPBS, will: 1. Review the Construction Documents for legibility, completeness, and consistency with the OPR and the BoD and appropriate coordination among the disciplines. Review includes a back-check of responses provided by the design team to the Cx comments. 2. Prepare Cx specifications for inclusion in the specifications manual, including training requirements. Note: The design and construction documents provided to MBP do not contain requirements for independent third-party commissioning or commissioning specifications. MBP assumes that independent third-party commissioning requirements and associated contractor responsibilities will be incorporated into the project and issued to the contractor for review.Any changes to contractor scope, cost, or schedule resulting from the incorporation of commissioning requirements shall be addressed by the Owner,Architect/Engineer, and Contractor. Cx Activity#2:Construction Phase Services MBP will: 1. Conduct one in-person Cx process scoping/kickoff meeting for the purpose of assisting the selected CMAR and installing subcontractors (hereinafter collectively referred to as the "Contractor") in incorporating the Cx activities into the construction schedule; and defining roles and responsibilities. 2. 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. MBP 4700 Falls of Neuse Road,Suite 370 1 Raleigh,North Carolina 27609 1919-875-0124 1 www.mbpce.com 6 Mr. Connor Wilkins June 5, 2026 Page 4 of 9 3. Review up to 15 submittals for the systems to be commissioned for compliance with the construction documents and provide comments to the County. Submittal reviews are to be performed concurrently with the design team. Re-review of submittals is not included. MBP expects submittal packages to be complete for each specification section. If multiple submittal packages per specification are received, each partial submittal review will count against this total, and any additional reviews above the total indicated will be treated as additional services. Submittals to be reviewed per specification section include 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 4. Work with the Contractor to develop, document, and distribute detailed Pre-Functional Checklists (PFCs)that will be completed during the Project's construction and acceptance phase. 5. Conduct up to four on-site Cx team meetings and/or site observations to verify the completion of PFCs; review the progress and coordination of the installed equipment; and maintain the Cx issues log of poorly installed equipment and/or other problems/discrepancies. 6. Conduct up to two site visits (in addition to the six defined above)to observe contactor field testing and verify procedures and test results are in compliance with the requirements defined in the construction documents. Witnessing of contractor field testing to include: a. Duct air leakage tests (1) b. Load bank testing (1) 7. 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. 8. Conduct post-TAB verification at the completion of construction.The TAB verification visit is anticipated to occur during a 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 sample of the readings from 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". 9. Prepare Functional Performance Testing (FPT) procedures and coordinate, witness, and document 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 and our field verification of the TAB report has been completed. MBP will develop a plan for FPT in accordance with the sampling rates defined in the "SYSTEMS TO BE COMMISSIONED"above under"SCOPE OF SERVICES". MBP anticipates completing FPT during a continuous and consecutive five-business-day period on-site. 10. Review equipment warranties, operations and maintenance (O&M) manuals, as-built drawings, and other record documentation to verify compliance with the construction documents. MBP 4700 Falls of Neuse Road,Suite 370 1 Raleigh,North Carolina 27609 1919-875-0124 1 www.mbpce.com 7 Mr. Connor Wilkins June 5, 2026 Page 5 of 9 Proposal assumes the O&M manuals to be submitted as one complete package for review. If O&M documents are submitted in multiple transmittals, not in a complete package, MBP reserves the right to treat them as additional services. 11. Review the development of the training schedule plan and verify the completion of training of the County's O&M personnel. 12. Track and document issues, deviations, and resolutions relating to the construction documents in the construction phase Cx issues log. 13. Document all site observations and Cx meetings in which MBP leads and provide such documentation to include site observation reports,the issues log, and meeting minutes to the Client. 14. Back-check TAB verification and FPT deficiencies after the Contractor confirms that corrective measures have been completed. MBP anticipates completing the back-check of deficiencies during a one-business-day period on-site. BEU Activity#2: Construction Phase Services MBP's subconultant, HPBS,will: 1. Conduct one in-person BECx process scoping/kickoff meeting for the purpose of assisting the selected CMAR and installing subcontractors(hereinafter collectively referred to as the "Contractor") in incorporating the BECx activities into the construction schedule; and defining roles and responsibilities. 2. Develop the BECx Plan to include a schedule of the Cx process and activities, individual responsibilities, documentation requirements, communication and reporting protocols, and evaluation procedures. 3. Review submittals for the building envelope systems to be commissioned for compliance with the construction documents and provide comments to the Client. Submittal reviews are to be performed concurrently with the design team. Re-review of submittals is not included. MBP expects submittal packages to be complete for each specification section. If multiple submittal packages per specification are received, each partial submittal review will count against this total, and any additional reviews above the total indicated will be treated as additional services. 4. Develop a report for each BECx field test, including AAMA 501.2 Window Water Nozzle Testing, ASTM C1060 Thermography Inspection, ASTM E1186 Diagnostic Inspection, and ASTM E779 Whole Building Air Leakage Testing. a. The AAMA 501.2 nozzle testing plan will identify the four randomly selected windows to be tested (two in the new construction and two in the existing building) and will describe the testing procedures, including any required variances. b. The ASTM E1186 testing plan will describe the process and inspection procedures for conducting a fog inspection of the building.This testing will require creating a pressure differential across the building enclosure and using synthetic smoke to identify air leakage locations. c. The ASTM E779 testing plan will include the air barrier location by floor and elevation, confirmation of the Architect's air barrier surface area calculations,the target leakage MBP 4700 Falls of Neuse Road,Suite 370 1 Raleigh,North Carolina 27609 1919-875-0124 1 www.mbpce.com 8 Mr. Connor Wilkins June 5, 2026 Page 6 of 9 allowance, and a comprehensive testing plan specific to the building.The target air leakage rate shall not exceed 0.25 cubic feet per minute per square foot of enclosure surface area at a pressure differential of 75 Pascals. d. The ASTM C1060 testing plan will describe the process and inspection procedures for thermographic inspections.The submittal will also include the qualifications of the testing agency and testing personnel. 5. Perform a quality assurance inspection of the architectural mock-up.The inspection will be conducted prior to installation of the exterior cladding system and will include review of the weather-resistive barrier,through-wall flashing, and other building enclosure components incorporated into the mock-up. 6. Perform six building envelope quality assurance inspections during construction to verify installation of roofing, flashing, wall systems, windows, storefront systems, and associated air, moisture, and thermal control layers. Services include ASTM D4541 adhesion testing of fluid- applied and self-adhered membrane systems, wet and dry film thickness testing of fluid-applied air barriers, documentation of deficiencies, maintenance of a building envelope issues log, and preparation of inspection reports with corrective action recommendations. 7. Perform water penetration testing of three installed window assemblies in accordance with AAMA 501.2 to verify resistance to water infiltration at the window assembly and adjacent building envelope interfaces. Services include test setup, execution, documentation of results, and preparation of a testing report.Testing is based on a maximum window size of 10 feet by 10 feet and excludes storefront and curtain wall assemblies. Note: The contractor shall provide a lift for testing. No interior gypsum board or finishes shall be installed around the windows selected for testing. The contractor shall also provide water and power sources with adequate capacity to support testing activities.A water source capable of supplying a minimum of 15 gallons per minute shall be located within 200 feet of the test locations.A dedicated 15-amp power source, located within 100 feet of the water source, shall be provided for the in-line pump. 8. Perform a qualitative building envelope air leakage investigation in accordance with ASTM E1186 using building pressurization and theatrical fog to identify leakage pathways between conditioned and unconditioned spaces. Services include deployment of diagnostic fog, documentation of observed deficiencies, photographic documentation, and preparation of a report identifying observed leakage locations and recommended corrective actions.The diagnostic fog inspection will be performed concurrently with the building air leakage test. 9. Perform an infrared thermography inspection of the building envelope in accordance with ASTM C1060 to identify thermal anomalies, compromised insulation,thermal bridging, potential moisture intrusion, and air leakage pathways. Services include infrared imaging, documentation of observed deficiencies, and preparation of a report with findings and recommended corrective actions.The thermography inspection will be performed concurrently with the building air leakage test. 10. Perform whole-building air leakage testing utilizing calibrated fans and digital manometers in accordance with ASTM E779 and the USACE Air Leakage Test Protocol for Building Envelopes, as applicable. Services include test setup, building pressurization and depressurization, data MBP 4700 Falls of Neuse Road,Suite 370 1 Raleigh,North Carolina 27609 1919-875-0124 1 www.mbpce.com 9 Mr. Connor Wilkins June 5, 2026 Page 7 of 9 collection, analysis, and preparation of a testing report documenting measured leakage rates and compliance with project requirements. If deficiencies are identified,the report will include observations and recommendations for corrective action. Proposal includes one baseline air leakage test of the existing building prior to renovation activities and one final air leakage test following completion of the renovation and new construction work. 11. Prepare a final Building Envelope Commissioning Report documenting building enclosure commissioning activities, design and construction phase observations, issues identified during the commissioning process, resolution of deficiencies, inspection reports, and performance testing results.The report will serve as the comprehensive record of building envelope commissioning activities and will be provided to the MBP for incorporation into the final commissioning documentation. Cx Activity#3: Occupancy and Operations Phase Services MBP will: 1. Finalize the Cx services in a comprehensive record consisting of the following: a. Executive summary report b. Listing of non-compliance items with recommendations for correction c. Site observation reports d. Meeting minutes e. Cx issues logs f. Cx plan g. Completed PFCs h. Completed FPT 2. Work with the 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. Proposal includes one business day on-site to complete seasonal or deferred testing. 3. Perform a ten-month warranty review meeting after substantial completion of the Project.The meeting 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 discussed during the meeting. COMPENSATION MBP proposes to provide the services outlined in this Proposal for the Fixed Price amount of$95,000.A breakdown of these services is provided below. MBP 4700 Falls of Neuse Road,Suite 370 1 Raleigh,North Carolina 27609 1919-875-0124 1 www.mbpce.com 10 Mr. Connor Wilkins June 5, 2026 Page 8 of 9 COMMISSIONING Design Phase $ 6,500 Construction Phase $ 44,000 Occupancy and Operations Phase $ 7,500 ENVELOPEBUILDING • • Design Phase $ 2,200 Construction Phase $ 34,800 Total = $ 95,000 Non-Labor Expenses None ADDITIONAL SERVICES If requested by the Client, MBP can provide additional services as the parties may hereafter mutually agree by a written modification. Any requirement for our attending additional meetings, making additional site visits,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 time in accordance with our normal and customary billable rates. The standard of care applicable to MBP's performance will be the degree of skill and care ordinarily 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 Proposal, or in any oral or written work product provided by MBP, including but not limited to any report, opinion,or document. 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 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 MBP 4700 Falls of Neuse Road,Suite 370 1 Raleigh,North Carolina 27609 1919-875-0124 1 www.mbpce.com 11 Mr. Connor Wilkins June 5, 2026 Page 9 of 9 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 shall relieve the construction contractor from responsibility for any errors or omissions in such submittals, nor from responsibility from strict compliance with all of the requirements of the Contract Documents, any such reviews shall 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 July 31, 2026 but is subject to change thereafter and assumes that FPT will be completed on or before December 31, 2027. 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. The other terms and conditions for this assignment will be as mutually agreed upon by both parties upon execution of a contract between MBP and the Client. 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 919-412-5224 or contact me via email at scressionnie@mbpce.com. Sincerely, Stephen Cresssionnie, CEM, CBCP Project Manager cc: P26212 Jim Waldrep, MBP MBP 4700 Falls of Neuse Road,Suite 370 1 Raleigh,North Carolina 27609 1919-875-0124 1 www.mbpce.com 12 [Departmental Use Only] TITLE CDF Com RFQ5479 FY 2026-27 NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter"Agreement"), made and entered into this 10th day of July, 2026, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") andMBP 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 Services Agreement("Agreement") is for services to be rendered by Provider to County with respect to (insert type of project): Commissioning Services for the Construction of the Crisis Diversion Facility 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) With respect to this Agreement, Provider shall efficiently perform all Services in conformance with the applicable standard of care and any mutually agreed schedule. The schedule shall be strictly complied with unless mutually agreed upon by all parties. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the standard of care defined in this agreement. (Project Specific Revision 10/24/24) b. Standard of Care. Revised 01/24 1 13 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 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 10/24/24) 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 at no additional cost to the County. (Project Specific Revision 10/24/24) 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 this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost,the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced Revised 01/24 2 14 to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County's Request for Proposals or Request for Qualifications (the "RFP") "RFP Number 5479 for "Commissioning Services for the Crisis Diversion Facility"issued March 27th,2026,and the Provider's proposal, which are fully incorporated and integrated herein by reference together with Attachments A (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County's RFP together with attachments, Provider's Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. Commissioning 2/28/2028 $95,000.00 2. 3. 4. 5. 6. 7. 8. 9. 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, shall provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven(7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing,without penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. Revised 01/24 3 15 4. Duration of Services a. Term. The term of this Agreement shall be from July 10, 2026 to February 28th, 2028. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. ii) Should the County determine that the Provider is behind schedule, based on an agreed upon schedule between the County and the Provider,the County my 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 July 10, 2026. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County)performed pursuant to this Agreement. The maximum amount payable for Basic Services is Ninety Five Thousand Dollars ($95,000.00). 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. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. b. 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 (Alan Dorman) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance Revised 01/24 4 16 a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php.) If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of NA(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all third party 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. Without limiting the foregoing, the duty to defend shall not apply to professional liability claims. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. Revised 01/24 5 17 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' written notice to Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County in writing. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-parry beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties,responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws,rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each Orange County policy is incorporated herein by reference and may be viewed at http://www.oran eg cozen nc. og v/departments/purchasing division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any Revised 01/24 6 18 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. 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 a suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, 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 and Government Action. 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 Revised 01/24 7 19 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 I IA 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 & Address Attention: A. Dorman MBP Carolina, Inc. P.O. Box 8181 4700 Falls of Neuse Rd Hillsborough,NC 27278 Raleigh,NC 27609 Attn: General Counsel 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: By: Travis Myren, County Manager Kevin Day, Vice President Printed Name and Title Revised 01/24 8 20 ORANGE COUNTY-INTERNAL USE ONLY Finance Information Vendor Name: MBP Carolina,Inc Vendor Contact Person: Jim Waldrep(iwaldrepa,mbpce.com) Phone: 919.875.0124 Address:4700 Falls of Neuse Road, Ste 370 City Raleigh State:NC Zip:27609 Department:AMS Amount: 95,000.00 Purpose: Crisis Diversion Facility Commissioning Budget Code(s): 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 07/10/2026 End Date 02/28/2028 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: Crisis Diversion Facility) Bidding ❑Informal Bidding($30k-$90k); ❑Formal RFP($90k+); ❑Other(<$30k); ❑Exception(#)M Process Followed for this Service) Department Affirmation ®This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. ❑This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed.Description of the nature of the emergency condition that was addressed: Department Director's Signature Date: Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: ®Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards,specifications,and requirements: Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney Date: Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board Date: Revised 01/24 9