354-PW27-16 Public Works Fleet Maintenance HVAC Addition.pdf

v.04.15.24

REQUEST FOR QUALIFICATIONS

RFQ # 354-PW27-16

Project Title: Public Works Fleet Maintenance HVAC Addition

Issue Date: October 12, 2026

Due Date: November 10, 2026, at 4:00 PM ET

Issuing Department: Public Works

Direct all inquiries concerning this RFQ to:

Clay Huneycutt

Capital Asset Coordinator

Email: clay.huneycutt@carync.gov mailto:clay.huneycutt@carync.gov v.04.15.24

Table of Contents

1 INTRODUCTION

1.1 Purpose

1.2 Background

1.3 RFQ Timeline

1.4 Pre-Submittal Conference

1.5 Questions

1.6 Submittal Requirements and Contact Information

1.7 Rights to Submitted Material

1.8 Communications

1.9 Lobbying

1.10 Gifts and Favors

1.11 Proposer Expenses

1.12 Proposer Acceptance

2 QUALIFICATIONS PACKAGE

2.1 Request for Qualifications Required Document Format

2.2 Hourly Rates

2.3 Qualifications Package Documents

3 PROPOSAL EVALUATION

3.1 Evaluation Criteria

3.2 Final Selection

3.3 Notice to Proposers

4 SCOPE OF SERVICES

5 EXECUTION OF PROPOSAL

APPENDIX I

APPENDIX II

1 INTRODUCTION

1.1 Purpose

The Town of Cary is seeking a qualified firm with which to contract for the following services:

Cary is soliciting qualifications from experienced and qualified firms to provide comprehensive design and construction services for air conditioning systems at the Town’s Fleet Maintenance facilities located at the Garmon Operations Center and the Apex Satellite Garage. The project is intended to assess and address the facilities’ air conditioning needs to support ongoing fleet maintenance operations, improve system performance and reliability, as appropriate, and provide suitable working conditions for Town staff.

A detailed scope of services is provided in Section 4 of this solicitation.

Information related to this solicitation, including any addenda, will be posted to the North Carolina electronic Vendor Portal (eVP) at https://evp.nc.gov/solicitations/.

1.2 Background

The Town of Cary’s Fleet Management Division operates out of two fleet maintenance garages, one at 420 James Jackson Avenue, Cary, NC 27513 and the other at 2101 Energy Drive, Apex NC 27502. Previous efforts to improve working conditions in extreme heat with the aide of commercial-grade ceiling fans and dehumidifiers have proven unsuccessful. Phase 1 would consist of engineering and design of HVAC for both facilities. Phase 2 would include construction administration services.

An initial agreement will be negotiated with the selected consultant to perform phase 1 and phase 2 of this RFQ utilizing the attached draft agreement.

1.3 RFQ Timeline

Provided below is a list of the anticipated schedule of events related to this solicitation.

The Town of Cary reserves the right to modify and/or adjust this schedule to meet the needs of the project. All times shown are Eastern Time (ET):

RFQ Process Date and time

RFQ Advertisement Date Monday, October 12, 2026

Pre-Submittal Conference Tuesday, October 20, 2026, 1pm-2pm 420 James Jackson Ave, Cary, NC 27513 and 2:30pm-3:30pm 2101 Energy Drive, Apex

NC 27502

Deadline for written questions Tuesday, October 27, 2026

Town Response to Questions (anticipated)

Friday, October 30, 2026

Submittal Due Date and Time Tuesday, November 10, 2026, at 4:00 PM

Evaluation Meeting (anticipated) Week of November 30, 2026

Selection Announcement (tentative) Week of December 14, 2026 https://evp.nc.gov/solicitations/

1.4 Pre-Submittal Conference

Non-Mandatory: All Proposers are URGED and cautioned to attend a PREPROPOSAL CONFERENCE/SITE VISIT set forth below. A non-mandatory preproposal conference is scheduled for Tuesday, October 20, 2026, at 1:00pm-2:00pm at 420 James Jackson Ave, Cary, NC 27513 and 2:30pm-3:30pm at 2101 Energy Drive, Apex NC 27502. The preproposal conference allows the vendors to ask questions regarding the RFQ that will be included in a written addendum on the NC eVP website.

Vendor is cautioned that any information released to attendees during the preproposal conference, and which conflicts with, supersedes, or adds to requirements in this Request for Qualifications, must be confirmed by written addendum before it can be considered to be a part of this proposal.

It is the Proposer's responsibility to assure that all addenda have been reviewed and returned with the proposal.

1.5 Questions

Requests for clarification and questions to this RFQ must be received by the Town not later than the date shown above in Section 1.3, entitled “RFQ Timeline”, for the submittal of written inquires. The Town will not entertain any further questions after the due date.

All questions related to this solicitation must be submitted in writing (via email) to the following individual:

Contact Name Email Address

Clay Huneycutt, Town of Cary, Project Manager

Clay.Huneycutt@carync.gov

Indicate “RFQ #354-PW27-16 – Questions” in the subject of the email. Questions submitted via telephone will not be answered.

The Town shall issue addenda reflecting questions and answers to this RFQ, if any, which shall be posted to the NC eVP website. No information, instruction or advice provided orally or informally by any Town personnel, whether made in response to a question or otherwise in connection with this RFQ, shall be considered authoritative or binding.

Respondents shall be entitled to rely only on written material contained in an Addendum to this RFQ.

It is important that all Respondents submitting to this RFQ periodically check the NC eVP website for any Addenda. It is the Respondent’s responsibility to ensure that all addenda have been reviewed and, if required, signed and returned.

1.6 Submittal Requirements and Contact Information

Electronic responses ONLY will be accepted through the NC eVP website. Interested parties must be logged in to submit proposals electronically. Registration information is available at NC Electronic Vendor Portal (eVP). Proposals must be clearly marked with name of the submitting company, the RFQ number and RFQ title (Your Company Name

- 354-PW27-16 RFQ Public Works Fleet Maintenance HVAC Addition).

mailto:Clay.Huneycutt@carync.gov

Proposers must submit one (1) electronic version, submitted as a viewable and printable Adobe Portable Document File (PDF), on or before the submittal due date and time provided in Section 1.3. Submissions that do not comply with the stated submission method will be deemed non-responsive.

Cary reserves the right to reject any or all proposals for any reason and to waive any informality it deems in its best interest. Any requirements in the RFQ that cannot be met must be indicated in the proposal. Proposers must respond to the entire Request for Qualifications (RFQ). An incomplete proposal may be eliminated from consideration at the discretion of Cary.

It is the responsibility of the Firm to ensure that their response arrives at the designated location specified in this Section by the due date and time specified in Section 1.3 RFQ Timeline.

1.7 Rights to Submitted Material

All proposals and supporting materials, as well as correspondence relating to this RFQ, shall become the property of the Town. The content of all submittals will be held confidential until the selection of the firm is made. Proposals will be reviewed by the Evaluation Team, as well as other Town staff and members of the general public who submit public record requests. Any proprietary data must be clearly marked. In submitting a Proposal, each Prospective Proposer agrees that the Town may reveal any trade secret materials contained in such response to all Town staff and Town officials involved in the selection process and to any outside consultant or other third party who serves on the Evaluation Team or who is hired by the Town to assist in the selection process. Proposals marked entirely as “confidential”, “proprietary”, or “trade secret” will be considered non-responsive and will be removed from the evaluation process.

1.8 Communications

All communications of any nature regarding this RFQ with any Town staff, elected Town officials, evaluation committee members are strictly forbidden from the time the solicitation is publicly posted until award. Questions must be submitted in writing to the individual designated in Section 1.5 prior to the deadline provided in Section 1.3.

Violation of this provision may result in the Firm’s proposal being removed from consideration.

1.9 Lobbying

By responding to this solicitation, the Firm certifies that it has not and will not pay any person or firm to influence or attempt to influence an officer or employee of the Town or the State of North Carolina, or any elected official in connection with obtaining a contract as a result of this RFQ.

1.10 Gifts and Favors

Contractor shall become aware of and comply with laws related to gifts and favors, conflicts of interest and the like, including N.C.G.S. §14-234, N.C.G.S. §133-1, and N.C.G.S. §133-32

1.11 Proposer Expenses

The Town of Cary will not be responsible for any expenses incurred by any Firm in the development of a response to this Request for Qualifications or any other activities associated with this procurement including but not limited to any onsite (or otherwise) interviews and/or presentations, and/or supplemental information provided, submitted, or given to Town of Cary and/or its representatives. Further, the Town of Cary shall reserve the right to cancel the work described herein prior to issuance and acceptance of any contractual agreement/purchase order by the recommended Firm even if the awarding authority for each entity has formally accepted a recommendation.

1.12 Proposer Acceptance

Submission of any proposal indicates a Proposer’s acceptance of the conditions contained in this RFQ. The Town of Cary has the sole discretion and reserves the right to cancel this RFQ, and to reject any and all proposals, to waive any and all informalities and/or irregularities, if it is deemed to be in the Town’s best interests to do so. The Town of Cary reserves the right to accept or reject any or all of the items in the proposal, and to award the contract in whole or in part and/or negotiate any or all items with individual Firms if it is deemed in the Town of Cary’s best interest. Moreover, the Town of Cary reserves the right to make no selection if proposals are deemed not in the best interest of the Town of Cary.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

2 QUALIFICATIONS PACKAGE

Responses must follow the format outlined below. The Town may reject as non-responsive at its sole discretion any submittal that does not provide complete and/or adequate responses or departs in any substantial way from the required format.

2.1 Request for Qualifications Required Document Format

Responses should be divided to separate each section as identified below, maximum of 10 pages total front and back (20 pages total) and listed sequentially as follows:

Section 1: Cover Letter Provide an introduction letter summarizing the unique qualifications of your Firm to meet the needs of this project. This letter should be presented on the Firm’s official letterhead and signed by an authorized representative who has the authority to enter into a contract with the Town on behalf of the Firm. Include the name, title, address, telephone and email address of the individual who serves as the point of contact for this solicitation.

Section 2: Corporate Background and Experience Include background information on the Firm and provide detailed information regarding the Firm’s experience with similar projects. Provide a list of all similar contracts performed in the past 5 years, accompanied by at least 3 references, including contact persons, firm, telephone number and email address.

Include the total amount invoiced for each listed project, the length of the project, and list of personnel involved in the project who are also proposed for the subject project named in this solicitation. Failure to provide a list of all similar contracts in the specified period may result in the rejection of the Firm’s proposal. The evaluation team reserves the right to contact any or all listed references, and to contact other public entities regarding past performance on similar projects.

Section 3: Project Understanding, Approach and Schedule Provide a comprehensive narrative, outline, and/or graph demonstrating the Firm's understanding and approach to accomplishing the tasks outlined in the Scope of Work section of this RFQ. A description of each task and deliverable and the schedule for accomplishing each shall be included.

Section 4: Team Firm, Experience and Certifications/Qualifications This section must include the proposed staffing, deployment and firm of personnel to be assigned to this project. The Proposer shall provide information as to the qualifications and experience of all executive, managerial, legal, and professional personnel to be assigned to this project, including resumes citing experience with similar projects and the responsibilities to be assigned to each person. A project-specific firm chart which clearly illustrates the roles, responsibilities, and the reporting relationships of each team member should be included.

2.2 Hourly Rates

This solicitation is being issued in accordance with NCGS 143-64.31, otherwise known as the Mini-Brooks Act, and therefore price cannot and will not be a determining factor in the selection of the successful consultant. A copy of the hourly rates for all proposed project personnel should be uploaded as a separate file using the same naming format described in Section 1.6.

2.3 Qualifications Package Documents

This RFQ is comprised of the base RFQ document, any attachments, and any addenda released before Contract award. All attachments and addenda released for this RFQ in advance of any Contract award are incorporated herein by reference.

REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.

3 PROPOSAL EVALUATION

3.1 Evaluation Criteria

This is not a bid. There will not be a public opening. Proposals will be evaluated based solely on the following criteria:

(a) (b)

(a) x (b)

Criteria Weight Score (0-3)

Weighted Score

Corporate Background and Experience 2

Project Understanding 3

Project Approach 3

Team Firm, Experience, and Qualifications 5

Final Score

Score Points 0- Missing or Does Not Meet Expectation 2- Meets Expectation 1- Partially Meets Expectation 3- Exceeds Expectation

3.2 Final Selection

Proposals will be reviewed after opening and will be ranked in order of choice, at which point contract negotiations will begin with the most qualified firm. If negotiations are unsuccessful, the Town will then pursue negotiations with the next most qualified firm.

The Town shall not be bound or in any way obligated until both parties have executed a contract. The Town also reserves the right to delay the award of a contract or to not award a contract.

The general conditions and specifications of the RFQ, including the Contractor’s fee proposal, and/or written correspondence applicable to the RFQ, may become part of the contract documents. Failure of the awarded Contractor to perform as represented may result in contract cancellation.

3.3 Notice to Proposers

It shall be the Proposer’s responsibility to read the Instructions, all relevant exhibits and attachments, and any other components made a part of this RFQ, and to comply with all requirements and specifications provided herein. Proposers are responsible for obtaining and complying with all Addenda and other changes that may be issued in connection with this RFQ.

4 SCOPE OF SERVICES

Awarded Consultant shall provide the services, all as set forth in this RFQ and more particularly described in this Section 4 and in Attachment D of the Draft Agreement for Professional Services.

The scope of work for this RFQ includes both phase 1 (engineering, design, construction documents, and permitting) and phase 2 (construction admin) for air conditioning systems for the Cary’s Fleet Maintenance buildings located at Garmon Operations Center and Apex Satellite Garage.

Scope includes, but is not limited to:

Phase 1 - Preliminary Design Servies may include:

• Engineering/Permitting

• Construction Documents - Preparation of construction documents, drawings, and specifications at a level sufficient for competitive bidding and construction. Submit 30%, 60%, and 100% design packages, including applicable drawings and specifications, for review by Town of

Cary staff.

• Cost Estimation as detailed in section 4.2.3

• Site Plan Submittal and associated coordination, as required

• Coordination of existing and proposed site systems to include:

o Compressed air for tools o Exhaust removal o Auxiliary power o Existing electrical systems o Insulation o Equipment placement

• Anticipated Construction commencement: Fall 2027

Phase 2 - Construction Administration and Related Services may include:

• Construction Inspection

• Construction Administration

• Stakeholder engagement and communications

• Preparation of Record Drawings

• Project closeout and preparation of closeout documentation

• Integration of new equipment and assets into the Town of Cary’s asset management software, in coordination with Town staff

5 EXECUTION OF PROPOSAL

By submitting this proposal, the potential contractor certifies the following:

• This proposal is signed by an authorized representative of the Firm.

• The potential contractor has read and understands the conditions set forth in this RFQ to include any addenda and all attached exhibits and agrees to them with no exceptions.

Signature:

Printed Name:

Title:

Date:

APPENDIX I

References

Offeror must supply at least (3) three Governmental Agency or Private Company references for which similar services have been performed during the past (5) five years. Offerors are cautioned to provide accurate reference information. References will be checked during evaluation period.

OFFEROR:

CITY, STATE, ZIP:

Reference #1

Agency or Firm Name:

Business Address

City: State: Zip Code:

Phone Number: ( ) Fax Number: ( )

Email Address:

Reference #2

Business Address

City: State: Zip Code:

Reference #3

Business Address

City: State: Zip Code:

Reference #4

Agency or Firm Name:

Business Address

City: State: Zip Code:

Reference #5

Business Address

City: State: Zip Code:

APPENDIX II

Hourly Rate Schedule

Awarded Contractor shall perform the services to be performed as set forth in this RFQ and more particularly described in Section 5 utilizing the following hourly rate schedule below.

Position Title Hourly Rate

Firm Name:

Authorized Signature: Date

Signed by:

[Type or Print Name]

Title of Signer:

AGREEMENT FOR PROFESSIONAL SERVICES

By and Between

THE TOWN OF CARY, as OWNER, and dated as of

TABLE OF CONTENTS

1. Scope of Services

2. Definitions

3. Responsibilities of the DESIGNER

3.1 Standard of Care

3.2 DESIGNER’s Consultants

4. Basic Services

4.1 Commencement of Basic Services

4.2 Total Project Cost Estimates and Total Project Cost

4.3 Basic Services

4.4 Contractor Documentation

5. Additional Services

6. Duration of DESIGNER’s Services

6.1 Scheduling of Services

6.2 Adjustments to the Schedule

7. DESIGNER’s Compensation

7.1 Compensation For Basic Services

7.2 Compensation For Additional Services

7.3 Reimbursable Expenses

7.4 Accounting Records

7.5 Total Fixed Fee

8. Responsibilities of the OWNER

8.1 Cooperation and Coordination

8.2 Surveys and Testing

8.3 Permits and Approvals

9. Insurance

9.1 General Requirements

9.2 Limits of Coverage

9.3 OWNER’s Insurance Option

10. Damages and Remedies

10.1 Services, Reimbursement and Deductions

10.2 Indemnities

10.3 Non-Exclusivity of OWNER’s Remedies

10.4 Remedies Not Waived

10.5 Waiver of Damages

11. Amendments to the Agreement

11.1 Changes in Basic Services

11.2 OWNER Changes

12. Termination and Suspension

12.1 Termination for Convenience of the OWNER

12.2 Other Termination

12.3 Compensation After Termination

12.4 Survival

12.5 Suspension

13. Ownership of Documents

13.1 OWNER’s Ownership of Documents

13.2 Termination

13.3 Other Projects

13.4 Incorporation of Provision in all Contracts

14. Additional Provisions

14.1 Confidentiality

14.2 Dissemination of Information

14.3 Limitation and Assignment

14.4 Governing Law

14.5 Dispute Resolution

14.6 Extent of Agreement

14.7 Severability

14.8 Resolving Discrepancies

14.9 Conduct

14.10 Gifts and Favors

14.11 Data, Designs, Drawings, Memoranda, Etc.: Protocol

14.12 Compliance

14.13 Public Records

14.14 Notice

14.15 No Third Party Beneficiaries

14.16 Independent Contractor

14.17 Nondiscrimination

14.18 Pre-Audit Requirement

14.19 Performance of Government Functions

14.20 Principles of Interpretation and Definitions

14.21 Further Assurances

14.22 No Waiver of Qualified Immunity

14.23 Federal Funds

14.24 Emergencies

14.25 Electronic Signatures

14.26 List of Attachments

ATTACHMENTS

Attachment A -- Description of the Project Attachment B -- Key Milestone Listing Attachment C -- Consultants and Key Personnel Attachment D -- Basic Services Attachment E -- Additional Services Attachment F -- Additional Services Hourly Rates Schedule Attachment G -- Format of Total Project Cost Estimates Attachment H -- Insurance Certificate v.9.26.22

AGREEMENT FOR PROFESSIONAL SERVICES

This Agreement, made by and between the Town of Cary (hereinafter, the "OWNER") and

, a professional [engineering] firm with a partner or principal registered in

North Carolina as a licensed architect and with offices in North Carolina (hereinafter, the

"DESIGNER").

WITNESSETH

That the OWNER and DESIGNER, for the consideration herein named, do hereby agree as follows:

ARTICLE 1

SCOPE OF SERVICES

1.1 This Agreement is for professional [engineering] services to be rendered by DESIGNER to OWNER with respect to the project known as Public Works Fleet Maintenance HVAC

Addition, located in the Town of Cary, North Carolina, and generally consisting of engineering, design, construction drawings and specifications. The DESIGNER is responsible for performing certain portions of the project, as more particularly described in

Section 2.37 and Attachment A.

1.2 By its execution of this Agreement, the DESIGNER represents and agrees that it is qualified and fully capable to perform and provide the professional [engineering] services and other services required or necessary under this Agreement in a fully competent, professional and timely manner.

1.3 The services to be performed under this Agreement consist of Basic Services (hereinafter defined) and such Additional Services (hereinafter defined) as may be designated in Article

5 of this Agreement or as may from time-to-time be agreed upon by the OWNER and

DESIGNER by Written Amendment. All services performed by the DESIGNER not identified as Additional Services in Attachment E or in a Written Amendment shall be deemed to be Basic Services that are to be provided without additional compensation.

1.4 The Compensation for Basic Services shall be paid in accordance with Section 7.1.

Compensation for Additional Services shall be as described for such services in Section 7.2 and Attachment G, or as set forth in a Written Amendment regarding such services.

1.5 The Town’s Request for Qualifications, entitled

and dated , and the DESIGNER’s Proposal dated are hereby incorporated into the description of Basic Services by reference. Discrepancies between this Agreement, the

Request for Qualifications, and the DESIGNER’s Proposal shall be resolved as provided in

Section 14.8.

1.6 Time is of the essence as to this Agreement.

ARTICLE 2

DEFINITIONS

2.1 Addenda. Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the Construction Contract Documents.

2.2 Additional Services. Those services that may be provided by the DESIGNER in connection with the Project for additional compensation, as described in Article 5, Attachment E and

Attachment G.

2.3 Agreement. This agreement between the OWNER and DESIGNER concerning the

DESIGNER’s Services to be provided to the OWNER. The Agreement establishes the rights and obligations of the OWNER and DESIGNER in connection with the Project. The

Agreement includes all Attachments hereto, the Request for Proposals and the subsequent

Proposal submitted by the DESIGNER, and any Written Amendments.

2.4 Application for Payment. The form that is to be used by a Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Construction Contract Documents.

2.5 Basic Services. Those professional services required to be provided by the DESIGNER in connection with the Project that are described in Attachment D and designated therein as services that are to be provided by DESIGNER under this Agreement.

2.6 Bid. The offer or proposal of a bidder submitted on the prescribed form setting forth the prices for the Work to be performed.

2.7 Bidding and Construction Contract Award Phase. See Attachment D for this definition.

2.8 Bidding Documents. The Bidding Requirements and the proposed Construction Contract

Documents (including all Addenda issued prior to receipt of Bids).

2.9 Bidding Requirements. The Advertisement or Invitation to Bid, Instructions to Bidders, Bid security form, if any, and the Bid form with any Addenda.

2.10 Certificate of Final Completion. Certificate issued by the OWNER when the Work has been completed in accordance with the Construction Contract Documents and the OWNER has received all documents and items necessary for closeout of the Work.

2.11 Change Order. A document recommended by the DESIGNER that is signed by a Contractor and OWNER and authorizes an addition, deletion, or revision in the Work or an adjustment in a Construction Contract Price or Construction Contract Time, issued on or after the effective date of the Construction Contract.

2.12 Claim. A demand or assertion by OWNER or a Contractor seeking an adjustment of a

Construction Contract Price or Construction Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim.

2.13 Compensation for Additional Services. All compensation due DESIGNER from OWNER for Additional Services, to be calculated and paid in accordance with Section 7.2 and

Attachment G.

2.14 Compensation for Basic Services. All compensation due DESIGNER from OWNER for all services under this Agreement except for Compensation for Additional Services and

Reimbursable Expenses, if any.

2.15 Construction Administration Phase. See Attachment D for this definition.

2.16 Construction Contract. The written instrument that is evidence of an agreement between the

OWNER and a Contractor covering the Work.

2.17 Construction Contract Documents. The documents that establish the rights and obligations of the OWNER and Contractor and include the Construction Contract, the Bidding

Requirements, the Bidding Documents, the Addenda (that pertain to the Construction

Contract Documents), the Contractor’s Bid (including documentation accompanying the Bid and any post Bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the Construction Contract, the Notice to Proceed, the Bonds, the General

Conditions, the Supplementary Conditions and any Special Conditions, the Specifications and the Drawings as the same are more specifically identified in the Construction Contract, together with all Written Amendments, Change Orders, Work Change Directives, Field

Orders, and DESIGNER’s written interpretations and clarifications issued on or after the

Effective Date of the Construction Contract. Approved Shop Drawings and the reports and drawings of subsurface and physical conditions are not Construction Contract Documents.

Only printed or hard copies of the items listed in this paragraph are Construction Contract

Documents. Files in electronic media format of text, data, graphics, and the like that may be furnished by OWNER to Contractor are not Construction Contract Documents.

2.18 Construction Contract Documents Phase. See Attachment D for this definition.

2.19 Construction Contract Price. The moneys payable by OWNER to a Contractor for completion of the Work in accordance with Construction Contract Documents.

2.20 Construction Contract Times. The number of days or the dates stated in the Construction

Contract Documents to: (i) achieve Milestones, if any, (ii) achieve Substantial Completion;

and (iii) complete the Work so that it is ready for final payment as evidenced by

DESIGNER’s written recommendation of final payment.

2.21 Contractor. An individual or entity engaged directly by the OWNER pursuant to a

Construction Contract. The term “Contractor” includes the terms “Subcontractor” and

“Supplier” and the Contractor’s, Subcontractor’s and Supplier’s successors, assigns, employees, agents, consultants and other representatives and anyone for whose acts a

Contractor, Subcontractor or Supplier is legally liable.

2.22 Design Development Phase. See Attachment D for this definition.

2.23 DESIGNER. The individual or entity named as such in the Agreement. The term

“DESIGNER” means the DESIGNER and the DESIGNER’s Consultants and their successors, assigns, employees, agents, consultants and other representatives and anyone for whose acts the DESIGNER is legally liable.

2.24 DESIGNER’s Consultants. Any individuals or entities having a contract with DESIGNER to furnish services as DESIGNER’s independent professional associate or consultant with respect to the Project. See Section 3.2.1 and Attachment C for specific provisions regarding and identification of DESIGNER’s Consultants.

2.25 DESIGNER’s Services. The professional services and other services required or necessary under this Agreement, consisting of Basic Services and such Additional Services as are agreed upon by the OWNER and DESIGNER by Written Amendment or otherwise in accordance with this Agreement.

2.26 Drawings. That part of the Construction Contract Documents prepared or approved by

DESIGNER which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings hereunder.

2.27 Effective Date of the Agreement. The date of delivery to the DESIGNER from the OWNER of a fully executed original of this Agreement. The DESIGNER is to submit its executed counterpart of this Agreement to the OWNER, and this Agreement will be fully executed upon the OWNER’s counterpart being executed by the Town Manager or the Mayor (or another individual executing the counterpart on behalf of the OWNER after having been duly appointed to do so by the OWNER).

2.28 Field Order. A written order issued by DESIGNER that requires minor changes in the Work but that does not involve a change in the Construction Contract Price or the Construction

Contract Times.

2.29 General Conditions. That part of the Construction Contract Documents that supplements a

Construction Contract and that describes the rights, responsibilities and relationships of the

OWNER, DESIGNER and Contractor.

2.30 Key Milestone Listing. The list of the sequence and timing of the design and construction activities. See Section 6.1 and Attachment B.

2.31 Laws and Regulations. Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction over the Project.

2.32 Milestone Dates. The dates set forth in the Key Milestone Listing.

2.33 OWNER. The Town of Cary, a municipal corporation in North Carolina, and its successors and assigns, and the party for whom the DESIGNER’s Services are to be performed. The term “OWNER” means the OWNER and the OWNER’s Representative.

2.34 OWNER’s Representative. The OWNER’s Representative is Clay Huneycutt, Project

Manager . The Owner’s Representative may be an employee, agent or other representative of the Owner, and may be an individual or any one of several identified individuals, or a committee or entity, in which case the committee or entity shall select one or more individuals to speak and act on its behalf and on behalf of the Owner. The OWNER’s

Representative shall have the express authority to bind the OWNER with respect to all matters requiring the OWNER’s approval or authorization. Except as otherwise specifically stated, the DESIGNER does not have such authority.

2.35 Post-Construction Phase. See Attachment D for this definition.

2.36 Preliminary or Schematic Design Phase. See Attachment D for this definition.

2.37 Project. The following phases of the Project that is to be undertaken in connection with this

Agreement that are designated in Attachment D as phases in which the DESIGNER is to provide services to the OWNER: the Schematic Design Phase, the Design Development

Phase, the Construction Contract Document Phase, the Bidding and Construction Contract

Award Phase, the Construction Administration Phase and the Post-Construction Phase. The

Project may be enlarged to include Additional Services through Written Amendments or as otherwise allowed herein.

2.38 Project Manual. The bound documentary information prepared for bidding and constructing the Work and includes the Advertisement for Bids, Instructions to Bidders, Bid Forms, Agreements, Bonds, General Conditions, Supplementary Conditions, Special Conditions, Specifications, and Appendices.

2.39 Reimbursable Expenses. If there are expenses that are to be separately reimbursable by

OWNER to DESIGNER under this Agreement, they will be specified as such in Section

7.3 hereof. Unless expenses are specifically designated or described herein as separately reimbursable, expenses of DESIGNER in performing DESIGNER’s Services hereunder shall be deemed compensated by the Compensation for Basic Services and/or the

Compensation for Additional Services (if any).

2.40 Request for Qualifications. The invitation for a professional services firm, typically with a partner or principal registered in North Carolina as a licensed architect, engineer or landscape architect and with offices in North Carolina, to bid on the right to supply

DESIGNER services to the Town of Cary. The specific Request for Proposals made in connection with the making of this Agreement is specified in Section 1.5 hereof.

2.41 Samples. Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the

Work will be judged.

2.42 Shop Drawings. All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for a Contractor and submitted by Contractor to illustrate some portion of the Work.

2.43 Site. The lands or areas that will be indicated in the Construction Contract Documents as being furnished by OWNER, upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by OWNER that are designated for the use of Contractor. The Site may not be specifically identified until after the Effective Date of this Agreement, but shall be specified in the Construction Contract

Documents, and reference herein to the “Site” shall mean such areas once determined and specified.

2.44 Specifications. That part of the Construction Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. Specifications include all Sections included under the Technical specifications of the Project Manual.

2.45 Subcontractor. An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work on the Project.

2.46 Substantial Completion. The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of the DESIGNER and with the approval of the

OWNER the Work (or a specified part thereof) is sufficiently complete, in accordance with the Construction Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The OWNER’s receipt of all certificates of occupancy applicable to the Project is a condition precedent to the Work being deemed

“Substantially Complete.” The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof.

2.47 Supplementary Conditions. That part of the Construction Contract Documents that amends or supplements the General Conditions.

2.47 Special Conditions. That part of the Construction Contract Documents that amends or supplements the Supplementary Conditions.

2.48 Supplier. A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with a Contractor or Subcontractor to furnish materials or equipment to be incorporated in the Work by a Contractor or Subcontractor.

2.49 Total Project Cost; Total Project Cost Estimate. The “Total Project Cost Estimate” is an estimate of the total cost of the Project developed in accordance with Section 4.2 and

Attachment H. The “Total Project Cost” is the Total Project Cost Estimate that is approved by the OWNER in accordance with Section 4.2.

2.50 Utilities Infrastructure. All underground or above-ground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.

2.51 Work. The entire completed construction or the various separately identifiable parts thereof required to be provided to the OWNER under the Construction Contract Documents by parties other than the DESIGNER. The Work includes and is the result of performing or providing all labor, services, and documentation necessary or appropriate to produce such construction, and furnishing, installing, and incorporating all necessary or appropriate materials and equipment into such construction, all as more specifically described in the

Construction Contract Documents.

2.52 Written Amendment. A written statement modifying the Agreement, signed by OWNER and DESIGNER on or after the Effective Date of the Agreement.

ARTICLE 3

RESPONSIBILITIES OF THE DESIGNER

3.1 Standard of Care

3.1.1 The DESIGNER shall exercise reasonable care and diligence in performing the

DESIGNER’s Services under this Agreement in accordance with generally accepted standards of [engineering] practice throughout the United States and in accordance with all

Laws and Regulations. The DESIGNER shall serve as a representative of the OWNER in accordance with the terms and conditions of this Agreement to guard the OWNER against defects and deficiencies in the Work.

3.1.2 The DESIGNER shall be responsible for all errors or omissions in the Drawings, Specifications, and other documents prepared by the DESIGNER. It shall be the responsibility of the DESIGNER throughout the period of performance under this

Agreement to use reasonable professional care and judgment to guard the OWNER against defects and deficiencies in the Work.

3.1.3 The DESIGNER shall assure that all Drawings, Specifications and other documents prepared by the DESIGNER or the DESIGNER’s Consultants hereunder are in accordance with all Laws and Regulations and that all necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the design or construction activities of the Project.

3.1.4 The DESIGNER shall correct at no additional cost to the OWNER any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in the Drawings, Specifications and other documents prepared by the DESIGNER or DESIGNER’s

Consultants.

3.1.5 In addition to any other damages that might be due to OWNER hereunder in connection with the breach of this Agreement by DESIGNER, DESIGNER shall reimburse

OWNER, as described in Article 10 hereof, for costs, damages and expenses that are the result of errors, omissions or delays of the DESIGNER or the DESIGNER’s Consultants.

3.1.6 The DESIGNER shall perform the DESIGNER’s Services in a timely manner in accordance with all schedules for the Project and the Construction Contract Documents.

3.1.7 If the DESGINER’s key project personnel are listed in Attachment C to this agreement no changes in the DESIGNER’s key personnel indicated shall be permitted except with the prior written consent of the OWNER.

3.2 DESIGNER’s Consultants.

3.2.1 The DESIGNER’s Consultants for the project, along with their key project personnel, are listed in Attachment C to this Agreement. No changes in the consultants or key personnel indicated shall be permitted except with the prior written consent of the

OWNER, which consent shall not be unreasonably withheld.

3.2.2 All of the DESIGNER’s contracts with the DESIGNER’s Consultants shall be in writing and shall expressly provide that if this Agreement is terminated for any reason, the

OWNER may, at its sole option, take the assignment of the DESIGNER’s Consultants’ contracts with the DESIGNER, that such assignment shall automatically take place upon notification in writing by the OWNER to the DESIGNER’s Consultants and the

DESIGNER’s Consultants shall continue to be bound by their contract after such assignment. A copy of each contract between the DESIGNER and a DESIGNER’s

Consultant shall be furnished to the OWNER within seven (7) days of its execution.

ARTICLE 4

BASIC SERVICES

4.1 Commencement of Basic Services. The DESIGNER’s Basic Services shall commence upon the occurrence of the Effective Date of the Agreement and DESIGNER’s receipt of a

Notice to Proceed from OWNER.

4.2 Total Project Cost Estimates and Total Project Cost.

4.2.1 At the times designated herein, the DESIGNER shall develop a Total Project Cost

Estimate, including the DESIGNER’s fees, costs of the construction, costs of equipment, furnishings, furniture and signage, permit fees and appropriate contingencies. These costs shall be prepared and submitted to the OWNER, with supporting documents listing quantities, unit price, labor rates, man-hour estimates, overhead and profit.

4.2.2 The Total Project Cost Estimates shall be prepared by a qualified cost estimating consultant to the DESIGNER that is acceptable to the OWNER.

4.2.3 The Total Project Cost Estimates shall be prepared/revised at three points in the performance of the DESIGNER’s services: (1) at 30% completion of the Preliminary or Schematic Design; (2) at 60% completion of the Design Development; and (3) at completion of 100% of the Construction Contract Documents.

4.2.4 When the first of the Total Project Cost Estimates has been approved in writing by the OWNER, it shall be used by the OWNER as a basis for appropriating funds specifically for the Project. Once this Total Project Cost Estimate has been so approved by the OWNER, the DESIGNER shall be obligated, without additional compensation, to adjust the design of the Project to assure that it remains within the approved Total Project Cost. Such approved Total Project Cost Estimate shall be referred to herein as the “Total Project Cost”.

4.2.5 Should 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 DESIGNER shall participate with the OWNER in rebidding, renegotiation and design adjustments to the extent such are necessary to obtain prices within the approved Total Project Cost. All activity of the DESIGNER with respect to these matters shall constitute Basic Services and shall be performed by the DESIGNER without additional compensation.

4.2.6 Unless and until the OWNER authorizes an increase in the Total Project Cost, later

Total Project Cost Estimates that are greater than the approved Total Project Cost shall not imply or otherwise result in an increase in the approved Total Project Cost.

4.3 Basic Services. The Basic Services to be provided by the DESIGNER hereunder are those services designated in Attachment D.

4.4 Contractor Documentation. The DESIGNER shall utilize the Town’s standard General

Conditions, Supplementary Conditions and Special Conditions in preparation of bidding documents and construction contracts. These ‘front-end’ documents define certain roles for the DESIGNER during construction. The DESIGNER agrees that those roles are included in the scope of Basic Services (whether specifically listed in Attachment D or not), and are to be compensated as part of the total compensation described for the Basic Services.

ARTICLE 5

ADDITIONAL SERVICES

Additional Services that may be provided by the DESIGNER pursuant to the terms of this

Agreement are described in Attachment E. Only those services designated on Attachment E as

Additional Services (by checkmark or other indication), or those designated as Additional Services in a Written Amendment, shall be considered Additional Services hereunder.

ARTICLE 6

DURATION OF DESIGNER’S SERVICES

6.1 Scheduling of Services.

6.1.1 The DESIGNER’s schedule for the performance of its activities and the activities of DESIGNER’s Consultants shall be reduced to writing and submitted to the OWNER for review and approval. If such schedule has been reviewed and approved prior to execution of this Agreement, it is attached hereto as Attachment B. In any event, once the schedule has been reviewed and approved by the OWNER, it shall constitute the “Key Milestone

Listing”. The DESIGNER shall also prepare and submit to the OWNER for review and approval a schedule of all known items of information, approvals or decisions to be furnished or made by the OWNER, including the dates by which the OWNER shall have all information necessary from the DESIGNER with respect to that item, approval or decision and the date by which the item of information, approval or decision should be communicated to the DESIGNER. The OWNER shall always have a reasonable time within which to provide such item of information, approval or decision and shall not have any responsibility for any delay occurring by reason of the OWNER’s being unable, through no fault of the OWNER, to supply such item of information, approval or decision.

6.1.2 The DESIGNER shall schedule and perform its activities so as to meet the

Milestone Dates shown in the Key Milestone Listing. No delay by the DESIGNER in meeting the deadlines in the Key Milestone Listing shall be allowed hereunder without prior written approval by the OWNER.

6.1.3 Should the OWNER determine that the DESIGNER is behind schedule, it may require the DESIGNER to expedite and accelerate its efforts, including providing additional manpower and/or overtime, as necessary, to perform its services in accordance with the Key Milestone Listing, at no additional cost to the OWNER.

6.2 Adjustments to the Schedule.

6.2.1 If the DESIGNER’s Services are or will be delayed for more than sixty (60) days through no fault of the DESIGNER, or if the OWNER increases or decreases the scope or size of the Project by ten percent (10%) of the currently approved Total Project Cost, the

DESIGNER shall give prompt written notice to the OWNER. Provided that such notice has been given, the DESIGNER may request in writing an adjustment in the Key Milestone

Listing dates, which shall be granted by the OWNER to the extent reasonable.

ARTICLE 7

DESIGNER’S COMPENSATION

7.1 Compensation for Basic Services.

7.1.1 Payments for Basic Services shall become due and payable on a per-Phase basis, after OWNER’s approval of all services designated hereunder as Basic Services to be provided by DESIGNER for the Phase for which payment is sought.

7.1.2 For Basic Services, the DESIGNER shall be compensated on a per-Phase basis, in accordance with the percentage of the Total Project Cost allocated to such Phase on

Attachment F to this Agreement, unless the OWNER and the DESIGNER otherwise agree in writing.

7.1.3 After approval of all services provided by DESIGNER for a particular Phase, Payments will be made by the OWNER within thirty (30) calendar days of receipt of an invoice that is in form and substance acceptable to the OWNER. In the event the OWNER finds any part of an invoice not to be acceptable, it shall identify to the DESIGNER the part or parts which are not acceptable and shall pay the part or parts of the invoice which are acceptable, if any. The OWNER shall have the right to deduct from payments to the

DESIGNER any costs or damages incurred, or which may be incurred, by the OWNER as a result of the DESIGNER’s failure to perform on any Phase of the Project.

7.1.4 If the OWNER increases or decreases the scope of the Project by ten percent (10%) or more of the currently approved Total Project Cost, the compensation for Basic Services shall be equitably adjusted.

7.1.5 The Total Fixed Fee of Basic Services, which is a not to exceed contract amount, is

Write out dollars here and 00/100 Dollars ($0.00) unless changed by duly authorized written amendment.

7.2 Compensation for Additional Services.

7.2.1 Payments for Additional Services shall become due and payable on a per-service basis, after OWNER’s approval of the Additional Service performed by the DESIGNER, in accordance with Article 5 and/or a Written Agreement, for which payment is sought.

7.2.2 For Additional Services, the DESIGNER shall be compensated on a time-spent basis at the hourly rates shown in Attachment G to this Agreement, unless the OWNER and the DESIGNER otherwise agree in writing.

7.2.3 After OWNER’s approval of the performance of an Additional Service, payments will be made by the OWNER within thirty (30) calendar days of receipt of an invoice that is in form and substance acceptable to the OWNER. In the event the OWNER finds any part of an invoice not to be acceptable, it shall identify to the DESIGNER the part or parts which are not acceptable and shall pay the part or parts of the invoice which are acceptable, if any.