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HomeMy WebLinkAbout2026-330-E-AMS-MBP Carolina-Whitted HVAC CommissioningRevised 01/24 1 [Departmental Use Only] TITLE HVAC Com RFQ5419 FY 2025-26 NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 29th day of June, 2026, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") 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 Whitted Complex HVAC 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. Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Revised 01/24 2 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 Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Revised 01/24 3 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 5419 for “Commissioning Services for Multiple Projects” issued April 3, 2024, 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 12/30/2027 $25,000.00 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. 4. Duration of Services Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Revised 01/24 4 a. Term. The term of this Agreement shall be from June 29, 2026 to December 30, 2027. 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 June 29, 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 Twenty-Five Thousand Dollars ($25,000.00). 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 (Angel Barnes) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Revised 01/24 5 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. Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Revised 01/24 6 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-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. 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.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Revised 01/24 7 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 of such limitation or change in County’s legal authority. Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Revised 01/24 8 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 & Address Attention: A. Barnes 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: _________________________________ Travis Myren, County Manager By: __________________________________ Kevin Day, Vice President Printed Name and Title Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB 6/25/20267/17/2026 Revised 01/24 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: 25,000.00 Purpose: Whitted HVAC 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 06/29/2026 End Date 12/30/2027 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by AMS Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: HVAC) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(#RFQ 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: Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB 6/25/2026 7/13/2026 7/15/2026 7/16/2026 Revised 01/24 10 Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 | www.mbpce.com March 3, 2026 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 Chiller Replacement Proposal for Commissioning Services Dear Ms. Barnes, MBP Carolinas, Inc. (“MBP”) is pleased to submit this proposal to provide commissioning (Cx) services (“Proposal”) to Orange County (the “County” or “Client”) for the Whitted Complex Chiller Replacement project located in Hillsborough, NC (the “Project”). SCOPE OF PROJECT MBP understands that the multi-phase, multi-year project involves the replacement of mechanical equipment serving 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 accessories, two hot water boilers and associated accessories, and 169 terminal units. The first phase of the project will consist of the replacement of the air-cooled chiller and associated accessories. This proposal addresses the commissioning services for this phase. PROJECT SCHEDULE Our Proposal is based on the following anticipated Project schedule/phasing: Chiller and Chilled Water Pumps FY2025 - 2026 Future phases: Air Handling Units, Pumps, and Boilers FY2026 - 2027 Terminal Units and Controls FY2027 - 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. Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Ms. Angel Barnes March 3, 2026 Page 2 of 6 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 | www.mbpce.com 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 1. Mechanical systems (HVAC) a. Air-cooled chiller (1 of 1) b. Chilled water pumps (3 of 3) c. Glycol management system (1 of 1) d. Building automation system (associated with the systems to be commissioned) As the Commissioning Authority (CxA), MBP will organize and lead the Cx team for systems being commissioned during the construction and occupancy and operations phases of the Project as follows: SCOPE OF WORK (SOW) Base Cx Activity #1: Design Phase Services MBP will: 1. Review the design stage documents for legibility, completeness, and appropriate coordination among the disciplines. MBP anticipates providing one review of the bid/permit documents. 2. Track and document issues, deviations, and resolutions relating to the Owner’s Project Requirements/design documents in the design phase Cx issues Log. Base Cx Activity #2: 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. 2. Update and finalize the Cx plan for the construction phase. 3. Review up to five submittals for the systems to be commissioned. Submittal reviews are to be performed concurrently with the design team, for compliance with the construction documents, and provide comments to the Client. 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, procedural documents, equipment manuals, and training program c. Equipment suppliers’ start-up procedures d. Automatic temperature control (ATC) – sequence of operations Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Ms. Angel Barnes March 3, 2026 Page 3 of 6 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 | www.mbpce.com 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 two 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 two 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. Hydrostatic pressure tests (1) b. Flushing of the hydronic systems (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 one 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 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”. 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 of the equipment 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 two 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. Proposal assumes the O&M manuals to be submitted as one complete package for review. If multiple O&M documents are submitted in multiple transmittals, not in a complete package, MBP reserves the right to treat those as additional services. 11. Review the development of the training schedule plan and verify the completion of training of the Owner’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. Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Ms. Angel Barnes March 3, 2026 Page 4 of 6 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 | www.mbpce.com 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. Base 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 The Final Cx Report will be updated at the conclusion of each phase of the project. 2. Perform a warranty review meeting ten months 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 Base services outlined in this Proposal for the Fixed Price amount of $25,000. 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 Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Ms. Angel Barnes March 3, 2026 Page 5 of 6 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 | 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. 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 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 April 30, 2026 but is subject to change thereafter, and assumes that FPT will be completed on or before December 31, 2026. All work will be performed in accordance with the standard terms and conditions of the “Whitted Design Cx” Services Agreement between Orange County and MBP, with an effective date of February 2024 (Contract). Any Contract or purchase order incorporating this Proposal by reference or using the language contained herein together with that Contract shall constitute the entire agreement between MBP and Orange County for the work described herein and supersedes all prior written and oral understandings which may only be amended, supplemented, modified, and canceled by a duly executed written instrument. Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB Ms. Angel Barnes March 3, 2026 Page 6 of 6 MBP 4700 Falls of Neuse Road, Suite 370 | Raleigh, North Carolina 27609 | 919-875-0124 | www.mbpce.com 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. We look forward to providing the County with commissioning services on this Project. For additional information, please do not hesitate to contact me directly at 919-996-9381 or via email at jwaldrep@mbpce.com. Sincerely, Jim Waldrep, CCP, EBCP, ACEM Service Line Manager/Senior Project Manager Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB 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 2/2/2026 Edgewood Partners Ins Center 3780 Mansell Rd.Suite 370 Alpharetta GA 30022 Greyling COI Specialist 770.670.5324 770.670.5324 greylingcerts@greyling.com Valley Forge Insurance Company 20508 MCDOBOL American Casualty Co of Reading,PA 20427McDonoughBolyardPeck,Inc. 2600 Park Tower Dr. Ste.801 Vienna VA 22180 Continental Casualty Company 20443 Hiscox Insurance Company Inc.10200 Travelers Excess and Surplus Lines Co 29696 1907766202 C X 1,000,000 X 300,000 10,000 1,000,000 5,000,000 X 8018609866 3/31/2025 7/30/2026 2,000,000 A 1,000,000 X 8018609849 3/31/2025 7/30/2026 C X X 5,000,00080186098523/31/2025 7/30/2026 5,000,000 X 10,000 B X N 8018609883 3/31/2025 3/31/2026 1,000,000 1,000,000 1,000,000 D E Professional Liability Cyber Liability MCH114065775 CYB107922901 7/30/2025 3/31/2025 7/30/2026 7/30/2026 Per Claim Aggregate Limit $5,000,000 $10,000,000 $5,000,000 Orange County,its officers,official agents and employees are named as Additional Insureds with respects to General &Automobile Liability where required by written contract.The above referenced liability policies are primary &non-contributory where required by written contract.Waiver of Subrogation is applicable where required by written contract &allowed by law.Umbrella Follows Form with respects to General,Automobile &Employers Liability Policies.Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof,we will endeavor to provide 30 days'written notice (except 10 days for nonpayment of premium)to the Certificate Holder. Orange County Government Asset Management Services 300 West Tryon Street,Bldg.B 3rd Floor,Office 10 Hillsborough NC 27278 Docusign Envelope ID: 5A1E245B-29F7-816B-80D9-3330712877CB