On-Call Professional Engineering Services for Building Systems.pdf

REQUEST FOR QUALIFICATIONS

RFQ #354-FCFS27-19

Project Title: On-Call Professional Engineering Services for Building Systems

Issue Date: October 30, 2026

Due Date: December 3, 2026, at 1:00 PM ET

Issuing Department: Facilities, Construction, and Field Services

Direct all inquiries concerning this RFQ to:

Kat Williams, PLA Project Manager

Email: katherine.williams@carync.gov mailto:katherine.williams@carync.gov

Table of Contents

1 INTRODUCTION

1.1 Purpose

1.2 Background

1.3 RFQ Timeline

1.4 Questions

1.5 Submittal Requirements and Contact Information

1.6 Rights to Submitted Material

1.7 Communications

1.8 Lobbying

1.9 Gifts and Favors

1.10 Proposer Expenses

1.11 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

APPENDIX III

1 INTRODUCTION

1.1 Purpose

The Town of Cary is seeking one or more qualified firm(s) with which to contract for On- Call Professional Engineering Services for Building Systems. A detailed scope of services is provided in Section 4. 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 (Cary) is seeking proposals from qualified licensed firms to perform engineering services (Professional) for various types of facility related capital improvement projects. The selected Professional(s) shall assist in completing design services and will be selected based on firm experience and the needs of the project. Cary does not guarantee a minimum amount of work under this agreement and there may be other services related to engineering projects that are requested depending on project need.

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):

1.4 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 to Kat Williams via email at Katherine.Williams@carync.gov. Indicate “RFQ 354-FCFS27-19 – 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.

RFQ Process Date and time RFQ Advertisement Date October 30, 2026 Deadline for written questions November 17, 2026 at 5:00 PM Town Response to Questions (anticipated) November 23, 2026 Submittal Due Date and Time December 3, 2026 at 1:00 PM Selection Announcement (tentative) December 18, 2026 https://evp.nc.gov/solicitations/ mailto:Katherine.Williams@carync.gov https://evp.nc.gov/solicitations/

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.

1.5 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-FCFS27-19 On-Call Engineering Services for Building Systems).

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.

1.6 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.

1.7 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 1.4 prior to the deadline provided in Section 1.3.

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

https://evp.nc.gov/

1.8 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.

1.9 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

1.10 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.

1.11 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.

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 using tabs to separate each section, 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 six (6) years, accompanied by at least three (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 personnel of firm 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. Knowledge and familiarity with Cary’s permit approval processes, standard procedures, codes and ordinance requirements is preferred. 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 contractor. One 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 1.5. (Your Company Name 354-FCFS27-19 Hourly Rates)

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 Firm background (10%), project understanding, approach and schedule (40%), and Team/Firm experience and qualifications (50%).

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(s). 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 Engineering Firm shall provide services, all as set forth in this RFQ and more particularly described in this Section 4:

• Site Visits

• Schematic/Conceptual Design

• Commissioning Services

• Structural Studies

• Building Systems Assessments – including but not limited to plumbing, mechanical, electrical, fire, & structural systems.

• Cost Estimation

• Complete Contract Documents including but not limited to project specifications and construction drawings for Permitting and Construction

• Services related to mechanical, electrical, plumbing, fire alarm, sprinkler, and/or other specialty services as required to fulfill project needs

• Sustainable design that implements attributes performing in energy and water use, exploring options for increasing energy efficiency, and utilizing lifecycle cost analysis

• Project bidding and contract negotiation

• Value Engineering

• Construction Administration

• Project Close-Out

Work to be performed will be authorized by task orders issued by the Town of Cary specific to the applicable project and shall be invoiced accordingly. The contract will not guarantee the amount of work, if any, available under this agreement. There may be other services related to projects that are requested depending on project need and the above is not intended to be a comprehensive list of these services.

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 Engineering 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 Agency or Firm Name: __________________________________________________ Business Address _____________________________________________________ City: ___________________________ State: ________ Zip Code: __________ Phone Number: (____) _______________ Fax Number: (____) _______________ Email Address: ________________________________________________________

Reference #3 Agency or Firm Name: __________________________________________________ Business Address _____________________________________________________ City: ___________________________ State: ________ Zip Code: __________ Phone Number: (____) _______________ Fax Number: (____) _______________ Email Address: ________________________________________________________

Reference #4 Agency or Firm Name: __________________________________________________ Business Address _____________________________________________________ City: ___________________________ State: ________ Zip Code: __________ Phone Number: (____) _______________ Fax Number: (____) _______________ Email Address: ________________________________________________________

Reference #5 Agency or Firm Name: __________________________________________________ Business Address _____________________________________________________ City: ___________________________ State: ________ Zip Code: __________ Phone Number: (____) _______________ Fax Number: (____) _______________ Email Address: ________________________________________________________

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: __________________________________________________________

APPENDIX III

SAMPLE AGREEMENT FOR ON CALL CONTRACTED SERVICES

SAMPLE PRINCIPAL AGREEMENT

(Town of Cary anticipates executing this sample agreement, or an agreement substantially like this.)

Any Vendor whose proposal is selected by Town shall be expected to enter into the following Principal Contract with Town. As stated in section 1.3 of this RFP, any Vendor who submits a response to this RFP certifies by making said submittal that it has reviewed this Principal Contract and are, at the time of submittal, are prepared to enter into this Principal Contract should its proposal be selected. Also as stated in section 1.3, Vendor should use the question procedure described in section 1.6 to address any questions Vendor has about the Principal Contract prior to making its submittal. Notwithstanding anything to the contrary contained in Contractor’s Proposal, the terms and conditions of the Principal Contract and the RFP, if any, apply and take precedence and control over inconsistent, ambiguous or contrary terms and conditions in Proposal. However, if Proposal imposes a more stringent standard or obligation on Contractor then the more stringent standard or obligation shall apply.

Principal Contract Terms

These Principal Contract Terms (the “Contract” or “PCT”) are entered into as of the “Effective Date” by and between the Contractor identified below (“Contractor”) and the Town of Cary, a North Carolina municipal corporation (“Cary”). Contractor and Cary are referred to individually as a “Party” and collectively as the “Parties.”

SIGNATURES

Contractor and Cary hereby agree to be bound by the following contractual terms contained within these PCT and its Attachments:

Contractor:

By:

Signature

Printed Name

Title

Date

Town of Cary:

By:

Signature

Printed Name

Title

Date tperalta Cross-Out

This instrument has been preaudited in the manner required by Local Government Budget and Fiscal Control Act.

Deputy Finance Officer Date

TERMS

1. Parties

Contractor Legal Name: _______________________________________ Mailing Address: _______________________________________ Primary Contact: _______________________________________ Email: ______________________________________ Phone: ______________________________________

Cary Primary Contact: ______________________________ Mailing Address: P.O. Box 8005 Cary, NC 27512-8005 Email: ______________________________ Phone: ______________________________

2. Type of Services:

☐ Professional or Consulting Services

☐ On-call Professional or Consulting Services

☐ Goods or Purchase Order

☐ Technology Agreement (Software, hardware, technology support services)

☐ Temporary Personnel

☐ PRCR Instructor/Entertainer Agreement

☐ Other: _____________________

3. Term of Contract (also see Paragraph 9):

Effective Date: ☐ Actual date: _______________

☐ Date of last signature execution

Length of Term: ____________[months/years]

Renewal Term, if applicable:

☐ None

☐ 1 year renewal extension at Cary’s option

☐ 2 year renewal extension at Cary’s option

☐ 3 year renewal extension at Cary’s option

☐ Other ____________________

4. Total Contract Amount: $_______________

5. Contract Amount to be expended during current fiscal year: $ _______________

6. Payment Terms/Schedule (also see Paragraph 12):

☐ No more often than Monthly, 30 days after invoice

☐ Lump sum paid at __________________ (event or milestone)

☐ As set forth in SOW

7. Attachments to this Principal Contract Terms Sheet

☐ Attachment A: SOW (General)

☐ Attachment B: Insurance Provisions (minimum insurance requirements)

☐ Attachment C: Public Records Indemnification

☐ Attachment D: Information Technology Services Terms and Conditions (IF APPLICABLE)

☐ Attachment E: Reimbursable Expenses (IF APPLICABLE)

8. Scope. Contractor shall perform or provide the services, goods, or other bargained-for benefits (“Services”) as described in the PCT, the attached Scope of Work (“SOW”), any additional or amended SOWs executed by the Parties pursuant to the PCT, and/or any duly-executed written amendment (“Amendment”) to the PCT. Cary has no obligation to execute any SOW, Amendment, or additional agreement with Contractor.

9. Term; Termination; Suspension.

a. The term of the PCT shall begin as of the Effective Date, and, unless sooner terminated in accordance with the provisions in this PCT, shall end following the Length of Term indicated herein (the “Initial Term”). At Cary’s option, the PCT may be extended as indicated in paragraph 2 (the “Renewal Term”, and, together with the Initial Term, “Term”) by written notice.

b. Cary may order Contractor in writing to suspend, delay, or interrupt all or any part of the Services for the convenience of Cary. In the event Contractor believes that any suspension, delay, or interruption of the Services ordered by Cary may require an extension of the Term or an increase in the level of staffing by Contractor, it shall so notify Cary and propose an amendment to this Contract, which shall be effective only upon the written approval of Cary. A suspension, delay, or interruption of the Services requested by Cary shall not terminate the PCT.

c. The PCT or any individual SOW may be terminated by Cary and for its convenience upon ten (10) days’ written notice to Contractor.

d. After thirty (30) days’ written notice to the other party of its material breach of the PCT or any individual SOW, the PCT or any individual SOW may be terminated by the noticing Party, provided that the other party has not taken all reasonable actions to remedy the breach.

e. Upon termination of the PCT or any individual SOW for any reason, Contractor shall be paid that portion of its fees and expenses that it has earned for Services satisfactorily completed to the date of termination under the PCT or applicable SOW, as appropriate, less any costs or expenses incurred or anticipated to be incurred by Cary due to breach or errors, omissions, or mistakes of Contractor.

f. In the event of termination for the convenience of Cary or by reason of a material breach by Cary of the PCT or any individual SOW, Contractor shall be paid that portion of the total compensation for the PCT or individual SOW, as appropriate, that it has earned to the date of termination, plus an amount equal to (i) five percent (5%) of total compensation earned to date of termination; or (ii) Contractor’s unearned total compensation, whichever is less; less any costs or expenses incurred or anticipated to be incurred by Cary due to breach or errors, omissions, or mistakes of Contractor.

The Parties intend that these liquidated damages constitute compensation, and not a penalty. Contractor expressly agrees that harm caused by Cary under this Section 9(f) would be impossible or very difficult to accurately estimate, and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise.

Contractor further expressly agrees that said compensation is fair and appropriate as liquidated damages for any and all costs and damages it might incur as a result of such termination. Payment of damages under this Section 9(f) is Cary’s sole liability and entire obligation and Contractor’s exclusive remedy for any Cary breach.

g. Termination of any individual SOW shall not result in termination of the PCT or any other pending or ongoing SOW, unless expressly set forth in the notice of termination associated with such terminated SOW. Notwithstanding the Length of Term that may be indicated herein, the PCT shall remain in effect until the completion of the last SOW then in effect under the PCT.

h. Upon expiration or termination of the PCT for any reason, Contractor shall promptly comply with any and all terms for the dissolution of the PCT that may be contained in any applicable SOW and the following general terms:

i. Deliver to Cary all documents, work product, and other materials, whether or not complete, prepared by or on behalf of Contractor in the course of performing the Services and expend such additional effort as may be necessary to provide to Cary professionally certified and sealed reports and such other information and materials as may have been accumulated by Contractor in the performance of the PCT, whether completed or in process.

ii. Return to Cary all Cary-owned property, equipment, or materials in its possession or control, including, but not limited to, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Cary’s Confidential Information as defined in Paragraph ____ of the PCT, or, upon Cary’s written request, permanently delete all of Cary’s Confidential Information from its computer systems.

iii. Remove any Contractor-owned property, equipment, or materials located on Cary property.

iv. Provide reasonable cooperation and assistance to Cary upon Cary’s written request in transitioning to an alternate provider, if applicable.

v. On a pro rata basis, repay all sums paid in advance for any Services which have not been provided.

vi. At Cary’s discretion, complete any other termination requirements.

10. Responsibilities of Contractor. Contractor represents and warrants that it is fully qualified, skilled, and capable of performing the Services in a fully competent, professional, and timely manner; shall provide Services in accordance with industry standards; shall use best efforts and exercise reasonable care and diligence in performing Services and shall act in the best interest of Cary; is qualified to do business in North Carolina and will make all necessary filings and perform other actions required to remain in good standing with the North Carolina Secretary of State; and possesses or shall acquire all qualifications, licenses, and certifications necessary to provide Services. Contractor shall be responsible for all errors, omissions, or mistakes in performance of Services and shall correct at no additional cost to Cary any and all errors, omissions, or mistakes. In addition to any other damages that may be due to Cary, Contractor shall reimburse Cary for the aggregate cost to Cary for all errors, omissions, and mistakes of Contractor or any breach of the PCT by

Contractor. Contractor shall be responsible for all applicable taxes, license fees, or the like required to provide Services. It is mutually agreed that time is of the essence in performing under the PCT. Contractor shall expedite and accelerate its efforts as necessary to perform in accordance with the PCT at no additional cost to Cary, if Cary reasonably determines that Contractor is behind schedule. Contractor further represents that, prior to accepting any agreement that is funded by Federal funds, Contractor:

a. Is not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal Government agency and not included in the Excluded Parties List System;

b. Has not, within a three-year period preceding the Effective Date, been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public

(Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property; and

c. Is not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property.

11. Responsibilities of Cary. Cary has designated a Primary Contact in Paragraph 1 who shall coordinate performance and who shall be available during working hours as often as may be reasonably required to communicate decisions and to furnish information. Cary shall examine documents submitted by Contractor and shall make reasonable efforts to render timely decisions pertaining thereto so as to not unduly delay the orderly progress of performance.

12. Compensation. Fees for the Services performed in conjunction with the PCT shall not exceed the Total Contract Amount specified herein unless otherwise changed by

Amendment. Cary shall pay Contractor in accordance with the Payment Schedule in the applicable SOW.

Invoices shall be submitted by Contractor no more than monthly for all Services rendered by Contractor during the month prior or as specified in the applicable SOW. Approved, uncontested invoices shall be paid within thirty (30) days of receipt by Cary. Cary shall contest submitted invoices to which it disagrees within thirty (30) days of receipt. The Parties shall endeavor to reconcile any disputed invoices within the same thirty (30) day period. Cary shall have the right to deduct from payments to the Contractor any costs or damages incurred, or which may be incurred, by Cary as a result of the Contractor’s failure to perform in accordance with the PCT, following reasonable notice and opportunity to cure such nonperformance by Contractor. For prompt payment all invoices must include the Purchase Order Number. Submit invoices to TOWN OF CARY, PO BOX 3052, OREM, UT 84057 or electronically to TownOfCaryAP@IPayables.com as a PDF attachment.

Invoices not submitted following these instructions will result in delayed payment.

Accounting records of Contractor’s compensation for Services (and Reimbursable Expenses, if permitted under an SOW) shall be maintained by Contractor in accordance with generally accepted accounting practices and shall be available for inspection and copying by Cary at mutually convenient times for a period of three (3) years after termination of the PCT unless a longer period is required by law.

13. Insurance. During the term and for a period of three years after the termination of the PCT, Contractor and Contractor’s permitted subcontractors shall purchase and maintain on a primary basis and at its sole expense insurance as required by applicable law or regulation and as outlined in the attached Insurance Addendum to the PCT and as needed to ensure that it can meet its obligations under the PCT. All insurance policies (except Workers Compensation, Cyber and Professional Liability) shall name Cary, its elected officials, officers, employees, agents, and volunteers as an additional insured. Requirements regarding types and minimum limits of insurance coverage and other provisions specific to the PCT are attached hereto. Cary reserves the right to modify the applicable insurance requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

14. State and Federal Funds. Contractor shall work in good faith with Cary to meet requirements imposed by the Federal or State government or other funding entity if grants or other sources of Federal or State funding are used to fund any portion of Services. If the source of funds for the PCT is Federal funds, the following Federal provisions apply (as applicable) unless a more stringent State or local law or regulation is applicable:

Employment Eligibility Verification (FAR 52.222-54), Whistleblower protections (41 U.S.C.

265 and 10 U.S.C. 2408), and the following federal provisions listed in 2 C.F.R. Part 200, Appendix II: Equal Employment Opportunity (41 C.F.R. Part 60); Davis-Bacon Act (40 U.S.C. 3141-3148); Copeland “Anti-Kickback” Act (40 U.S.C. 3145); Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708); Clean Air Act (42 U.S.C. 7401-7671q.)

and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387); Debarment and Suspension (Executive Orders 12549 and 12689); Byrd Anti-Lobbying Amendment (31 U.S.C. 1352); Procurement of Recovered Materials (2 C.F.R. § 200.323); Record Retention Requirements (2 CFR § 200.334); Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment (2 C.F.R § 200.216); Domestic Preferences for Procurements (2 C.F.R § 200.322).

15. Indemnification.

a. Indemnification; General. To the fullest extent permitted by applicable laws and regulations, Contractor shall indemnify, protect, defend, and hold harmless Cary, its elected officials, officers, employees, agents, and volunteers (collectively, “Cary

Indemnitees”) from and against any and all claims, costs, civil penalties, fines, losses, liabilities, injuries (including death), demands, damages (including but not limited to all professionals’ fees and charges and all court or other dispute resolution costs), actions, causes of action, suits, proceedings, judgments, and expenses, including reasonable attorneys’ fees, court costs, and other legal expenses and including, mailto:TownOfCaryAP@IPayables.com without limitation, those costs incurred at the trial and appellate levels and in any bankruptcy, reorganization, insolvency, or similar proceeding, and other legal expenses (collectively and separately, “Claims”) by whomsoever brought or alleged, arising out of, resulting from, or in connection with:

i. Any breach by Contractor of any term or condition of the PCT or applicable

SOW;

ii. Any breach or violation by Contractor of any applicable law or regulation; or

iii. Any other cause resulting from any negligent, reckless, or intentional act or failure to act by Contractor under the PCT. If N.C.G.S. § 22B-1 applies to the

PCT, then Contractor shall indemnify Cary Indemnitees from any other cause resulting from any negligent, reckless, or intentional act or omission constituting a tort under applicable statutes or common law, but only to the extent the fault of the Contractor or its derivative parties (as defined in N.C.G.S.

§ 22B-1 as it exists on the Effective Date) is a proximate cause of the Claim.

b. Indemnification; Intellectual Property. Contractor shall indemnify, protect, defend, and hold harmless Cary Indemnitees from and against any and all Claims arising out of, related to, or resulting from any claim, action, or proceeding by a third party alleging that any deliverables or work product created or reduced to practice by or on behalf of

Contractor in connection with providing the Services, or any use of such deliverables or work product, infringes, misappropriates, or otherwise violates any intellectual property right (including, without limitation, any patent, copyright, trademark, or trade secret) or other proprietary right of any third party.

c. Indemnification; Procedures. Cary shall give Contractor written notice of any matters giving rise to a claim for indemnification; provided, however, that the failure of Cary to give notice as provided herein shall not relieve Contractor of its obligations under this

Paragraph 15 or of any liability that Contractor may have to Cary, but in no event shall

Contractor be liable for any losses that result directly from a delay in providing written notice, which delay materially prejudices the defense of a related third-party claim.

Each notice should contain a description of the third-party claim and the nature and amount of the related loss(es) (to the extent that the nature and amount of the loss(es) are known at the time). Cary shall furnish promptly to Contractor copies of all papers and official documents received in respect of any loss(es). Contractor’s duty to defend applies immediately, regardless of whether Cary has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party claim.

This Indemnification Paragraph 15 shall survive the termination of the PCT.

16. No Consequential or Indirect Damages. Except for Contractor’s indemnification obligations hereunder or any liability arising out of Contractor’s negligence, willful misconduct, violation of law, or infringement or misappropriation of intellectual property rights, in no event shall either Party be liable to the other for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost revenues, or diminution in value, arising out of, relating to, or in connection with any breach of the PCT, regardless of whether such damages were foreseeable, whether said Party was advised of the possibility of such damages, and the legal or equitable theory upon which the claim is based.

17. Public Records, Confidential Information, and Dissemination of Information. Contractor acknowledges that records in the custody of Cary are public records and subject to public records requests. Cary may provide copies of such records, including copyrighted records, in response to public record requests, except that, upon request of and indemnification of

Cary by Contractor pursuant to the attached Public Records Indemnification Agreement, Cary will not disclose records that meet all of the requirements of a trade secret as set forth in N.C.G.S. § 66-152, that are specifically designated as a “trade secret” or

“confidential” at the time of initial disclosure by Contractor, and that are otherwise entitled to protection under N.C.G.S. § 132-1.2(1) (“Contractor Confidential Information”). If

Contractor does not provide the required indemnification within ten (10) days of notice that

Cary has received a public record request, then such record shall be deemed to not be

Contractor Confidential Information and Contractor hereby agrees and consents that Cary may release such record.

If Contractor, its employees or subcontractors, becomes aware of or has access to confidential records or information or information of Cary that is protected from disclosure by Federal or State law (“Cary Confidential Information”), Contractor, its employees and subcontractors, shall not disclose any such Cary Confidential Information. All of the information which Contractor obtains and/or develops in the performance of the PCT is also Cary Confidential Information and shall not be disclosed or used for any purpose other than in the performance of the Services. Contractor may disclose Cary Confidential Information if it is required to do so by applicable statute, rule, regulation, or judicial or administrative process or order, provided, however, that Contractor shall promptly notify Cary of any such requirement so that Cary may seek an appropriate protective order.

Cary takes efforts to assure that accurate information about Cary is disseminated such that neither the public trust nor the public’s perception of Cary’s impartiality is compromised. Contractor, mindful of those efforts and the terms of the PCT, agrees that it shall not publicly disseminate any information concerning the PCT, Services, or Cary Confidential Information without prior written approval from Cary. Any approval given by Cary may be given with certain stipulations, such as Cary participation in the creation of the public product or Cary review and the option to refuse public release of the final product(s) should such product(s) fail to meet Cary’s standards and goals. Publicly disseminate means, but is not limited to, electronic, video, audio, photographic, or hard copy materials serving as, in whole or part, advertising, social media posts, sales promotion, professional papers or presentations, news releases, articles, or other media products, and/or Contractor’s business collateral pieces. Notwithstanding the foregoing, Contractor may list Cary as a reference in response to requests for proposal and may identify Cary as a customer in presentations to potential customers. Contractor may not use Cary’s trademarked materials (including, without limitation, Cary’s logo in its various forms) unless approved in writing by Cary; such approved use must be in compliance with the guidelines outlined at https://brand.carync.gov/.

18. Documents and Deliverables. Cary shall be granted, at no additional cost, ownership of all drawings, specifications, plans, surveys, reports, technical memoranda, testing protocol, designs, electronic databases, written materials, work papers, manuals, and other documents or instruments identified as ‘Deliverables’ herein (if applicable), as described herein or with more particularity in an applicable SOW, or which, by their nature, are designed to be delivered to Cary under the PCT (collectively, “Deliverables”).

Contractor shall turn over to Cary in good unaltered condition, reproducibles as described https://brand.carync.gov/ in this Paragraph of all Deliverables prior to final payment, if not delivered earlier hereunder, or within seven (7) days after termination if the PCT is terminated for any reason. Contractor may retain one set of Deliverables for its records.

Cary is and will be the sole and exclusive owner of all right, title, and interest in and to all Deliverables and associated work product, including all intellectual property rights therein.

Contractor acknowledges and agrees that any and all work product that may qualify as “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed “work made for hire” for Cary and all copyrights therein shall automatically and immediately vest in Cary. In the event Contractor creates Deliverables or work product that requires a license, Contractor will convey with the ownership of Deliverables or work product, a perpetual license required for the operation or use of the Deliverables or work product.

In the event of termination of the PCT for whatever reason, should Cary use Deliverables for completion of Services, Cary shall, to the extent allowed by law and covered by insurance, indemnify and hold Contractor harmless from and against any cost, expense, damage, or claim arising out of the loss of life, personal injury or damage to tangible property occasioned wholly or in part by any act or omission by Cary in connection with Cary’s improper use (or misuse) of Deliverables to complete the Services.

Deliverables may be used by Cary for any reason not related to the PCT or applicable SOW without additional compensation to the Contractor. Such use of Deliverables by Cary for other projects shall be at the full risk of Cary and Cary shall indemnify and hold Contractor harmless, to the extent allowed by law and covered by insurance, from and against any costs, expense, damage, or claim arising out of the loss of life, personal injury, or damage to tangible property occasioned wholly or in part by any act or omission by Cary in connection with Cary’s improper use (or misuse) of Deliverables for other projects.

Unless an applicable SOW states differently, Contractor shall provide all Documents and Deliverables in electronic form to Cary in read-only MS-Windows compatible format (including either screen readable .pdf or HTML formats). In addition, all drawings shall be CAD generated and shall be provided on electronic media downloadable onto an AutoCAD based system. All Deliverables (draft and final) intended for presentation on Cary’s website must be provided in a manner and format compatible, consistent, and in compliance with the U.S. Department of Justice’s current accessibility requirements applicable to local government websites and all Cary technology standards, including but not limited to such material must be provided in screen readable PDF or HTML versions, be screen-reader friendly, and contain alternate text tags of no more than 34 characters.

In the event that Contractor notices any errors in electronic data provided to the Cary under this Contract, Contractor shall immediately notify Cary, and if Contractor provided such electronic data, Contractor shall immediately replace same with correct versions thereof.

19. Assignment. The PCT shall bind Contractor and its successors and permitted assigns.

Contractor shall not assign or transfer its rights or interest in the PCT (including the right to payment), nor shall Contractor delegate its duties under the PCT, without Cary’s written consent, which Cary may grant or withhold in its sole discretion. Cary’s consent shall not release Contractor of any obligation under the PCT and Contractor and permitted assigns shall be subject to all of Cary’s defenses. Any attempt to assign the PCT without the prior written approval of Cary shall be void.

20. Key Personnel; Subcontractors. No changes in Contractor’s Key Personnel or subcontractors designated in an SOW as those who will provide Services shall be permitted except with the prior written consent of Cary. Such replacement Key Personnel and subcontractors shall have the same or higher qualifications and experience as those being substituted. Contractor shall be responsible for the scheduling, completeness, quality, accuracy, and timeliness of all work by subcontractors. Contractor’s contracts with subcontractor(s) shall include a provision that, in the event the PCT is terminated for cause by Cary, Cary may take assignment of such contract of Contractor with their subcontractor.

Cary has the right to require that any personnel or subcontractor be replaced due to unsatisfactory performance and, if Cary notifies Contractor in writing that any person providing Services appears to be incompetent, disorderly, or otherwise unsatisfactory to

Cary, such person shall be removed from providing Services and shall not again provide

Services except with the prior written consent of Cary. No extension of any milestone, Deliverable due date, or other deadline will be granted for such replacement.

21. Independent Contractor. Contractor is acting as an independent contractor, and not as an employee, partner, or agent of Cary. Contractor shall control the conditions, time, details, and means by which Contractor performs Services. Cary shall have the right to inspect the work of Contractor as it progresses solely for the purpose of determining whether

Services are being performed in accordance with the PCT and any applicable SOW.

Contractor has no authority to commit, act for or on behalf of Cary, or bind Cary to any obligation or liability. Contractor shall not be eligible for and shall not receive any employee benefits from Cary and shall be solely responsible for the payment of all taxes, FICA, Federal and State unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by Contractor.

22. No Third-Party Beneficiaries. There are no third-party beneficiaries to the PCT or any

SOW.

23. Nondiscrimination. To the extent permitted by law, neither Party, their officers, employees, contractors, agents, successors, or permitted assigns shall discriminate against any member of a protected class as defined by Federal, State, or local law, including Wake County Code of Ordinances Section 34.01.

24. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the PCT, for any failure or delay in fulfilling or performing any term of the PCT when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”):

actions or inactions of governmental authorities (excluding actions or inactions of governmental authorities taken in the normal course of their regulatory authority and actions taken by Cary as permitted by the PCT); acts of God; flood, fire, earthquakes, explosions, and other potential unforeseeable events related to disasters or catastrophes such as epidemics, pandemics, plagues, or quarantines (specifically excluding foreseeable delays or constraints caused by or related to public health emergencies designated as such by the Centers for Disease Control); war, invasion, hostilities (whether war is declared or not), terrorist…