RFQ-ARCHITECTURAL-EUM DESIGN SERVICES.pdf

REQUEST FOR QUALIFICATIONS

ARCHITECTURAL DESIGN SERVICES

EAST UNION MIDDLE SCHOOL

Question Deadline April 23, 2024 2:00pm EST

Submittal Deadline May 14, 2024 2:00pm EST

4-97306044

RFQ: Architect-New Construction/Major Renovation Union County Public Schools Page 2 of 24

Contact Information:

Direct Inquiries To:

Submittals:

Send Response To:

Penny Helms

UCPS Purchasing & Contract Coordinator penny.helms@ucps.k12.nc.us

704-296-3160 ext. 6759

UCPS Facilities Department

Penny Helms: RFQ Architect-EUM

201 Venus Street

Monroe, NC 28112

Important Notes:

Proposals containing changes to any terms and conditions listed within this solicitation may render the response as unacceptable and unresponsive for award.

All inquiries are to be made in writing and submitted to the individual listed above prior to the deadline of April 23, 2024 at 2:00pm (EST).

It is the sole responsibility of the Firm to assure all addenda have been received prior to submittal.

mailto:penny.helms@ucps.k12.nc.us

RFQ: Architect-New Construction/Major Renovation Union County Public Schools Page 3 of 24

I. INTRODUCTION:

Union County Public Schools (UCPS) is seeking qualification responses from skilled, experienced Architectural Firms specializing in new construction and major renovations in K-

12 (Educational Sector) projects to provide design and construction administration services.

It is the intent of Union County Public Schools to select firm(s), as a result of this RFQ, that are currently licensed in the State of North Carolina to perform services more detailed in the

Scope of Work. Assigned project may include Civil, Structural, Electrical, HVAC, Plumbing, Technology and Roofing needs. Phase I of this project includes program confirmation, design phase through permitting. Phase II (as yet unfunded) will include contract

Construction Administration.

II. SCOPE OF WORK:

For general purposes the scope may entail, but is not limited to, design, construction administration and management, project cost estimating, working with agencies having jurisdiction, permitting, invitation for bidding, identification of necessary easements, attendance at pre-bid meetings and bid openings, provide recommendation of award, assist in value engineering, and contract administration.

UCPS is specifically looking for Architects with a minimum of ten (10) years of experience in areas of new construction and major renovation of K-12 schools.

Response to this RFQ, including interviews, are not to include work that strictly pertains to projects listed herein. Such work will not be accepted nor considered during evaluation process.

Selection is anticipated to be made June 2024. Provided the project is funded, construction is anticipated to begin Summer 2025.

Design Services will include, but not be limited to architectural, civil, electrical, fire, HVAC, plumbing, structural designs and technology.

All Designs shall be collaborative, innovative, and contain sustainable principals. The newly renovated buildings shall be inviting and aesthetically appealing.

EAST UNION MIDDLE SCHOOL’s DETAILED SCOPE OF WORK:

Provide programmatic analysis and full architectural and engineering services for the design, repurposing, demolition and renovation of the new East Union Middle School (EUMS), to be located within the existing 174,424 square foot Forest Hills High School (FHHS) facilities and associated campus. The existing FHHS facilities shall be renovated to include all ancillary space necessary to accommodate the EUMS programs, staffing and students. However, some of the existing buildings may require demolition and some buildings may require additions. It is anticipated the kitchen, dining and old shops will require demolition, but that determination will be formulated during the programming stage

RFQ: Architect-New Construction/Major Renovation Union County Public Schools Page 4 of 24

The new space shall include a kitchen, media center, auxiliary gymnasium with heating and cooling added, required classroom space, larger dining area with ample seating, administrative offices, guidance space, required space for special instructional programs, ample parking for staff and visitors and landscaping.

(FHHS’s existing main gymnasium will be included with the new FHHS facility once completed and is part of this design project in terms of being fully renovated.) Mechanical systems shall be designed for maximum energy efficiencies; however, LEED certification is not a requirement. The existing FHHS consists of eleven

(11) buildings constructed between 1960 – 2007. The capacity for the new EUMS shall be for 1,200 students, which will accommodate potential future student growth.

III. SELECTION PROCESS

Union County Public Schools will review the qualification responses and may request interviews. If contacted, the Firm shall make themselves available and be ready to provide a presentation of their qualifications in new construction of the K-12 educational sector projects. All costs associated with the response and presentation shall be at no cost to

Union County Public Schools. Union County Public Schools reserves the right to make single or multiple awards and to reject any or all responses.

When requested, the Firm shall provide a written proposal including the description of the work to be completed, schedule for completing the work, itemized cost for each professional service, and a list of consultants to be used on the project. Once the written proposal is received, Union County Public Schools will review and may negotiate the proposal.

Authorization for commencement of work will be by issuance of a purchase order. If an agreement is not reached within a reasonable time, UCPS will contact another qualified firm.

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IV. RESPONSE SUBMITTAL REQUIREMENTS:

Submittal shall include six (6) copies of Firm’s responses in a sealed envelope/box along with one digital version of the response (in PDF format) to the address provided on page 2 of this solicitation document. No facsimile or email responses will be accepted or considered. The electronic copy shall be included in the response package as a USB Flash Drive with the Firm name and professional service clearly marked. Responses must be received no later than the time and date listed on page 1 of this solicitation document. Any response received after the deadline, by any delivery method, will not be considered or evaluated.

V. RFQ QUESTIONS

Questions are to be submitted, via email, to the individual listed on page 2 of this solicitation document. Subject line shall be RFQ-ARCHITECT-EUM. Only emailed questions will be addressed and answered. Written response is the only official method by which interpretation, clarification or additional information will be given. Oral interpretations or clarifications will be without legal effect. No personal inquiry or marketing meetings will be conducted or allowed. Union County Public Schools will not entertain questions after the dead-line date provided on page 1 of this solicitation document. Questions will be answered via addendum no later than one (1) week before the submittal deadline.

VI. RESPONSE SUBMITTAL FORMAT AND CONTENTS:

The instructions below provide guidance and information to prepare concise responses to this RFQ. The purpose is to establish the format and content so responses are complete, contain all essential information and can be easily evaluated.

Qualification responses are to not to exceed twenty (20) pages front and back and must be presented in a well-organized and concise manner. A single volume booklet is preferred. A single cover page, tabs, Certificate of Insurance, resumes, and blank pages are not counted towards the limit. A page is defined as an 8.5" x 11" sheet that contains text, graphics, or other printed material.

The following items must be addressed in your package:

✓ Cover Page:

Provide Company Name and Title of RFQ.

o Attach Architect Information Form (Appendix A).

✓ 1st Tab: Introduction Letter:

Letter from Principal of the firm, or equivalent, providing the following information:

o Firm's name and address o Contact Information (i.e. phone number, facsimile number, email, etc.)

o Identify projects listed within Appendix A that you have an interest and provide a general statement of why Union County Public School should select your Firm.

o Acknowledgment of any issued Addenda.

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✓ 2nd Tab: Project Approach:

Provide a detailed description of how your Firm proposes to approach each project.

o Include sufficient discussion of proposed methodologies, techniques and procedures to assist Union County Public Schools with project(s) identified within Appendix A.

✓ 3rd Tab: Project Schedule/ Committed Work Load:

If selected, the Firm must be in position to begin work upon notice-to-proceed.

o Provide an explanation on how your Firm determines project schedule and what methods your Firm uses to ensure schedule is met.

o Provide information relative to the availability of each team member and indicate a percentage of project time that each team member is anticipated to work on an assigned project.

✓ 4th Tab: Project Team(s):

Provide an Organization Chart of project team.

o Specify dedicated Project Manager, key personnel, and sub-consultants assigned to the team and availability of backup personnel to support work on issued project.

o Include resumes with a brief summary identifying roles, responsibilities, and general qualifications (i.e. professional certifications, licenses) of each team member (including sub-consultants) as well as education, years of experience (with current firm and other firms). If more than one Project Manager or team is desired, please include this information and describe why this is necessary and how it is anticipated to be effective.

✓ 5th Tab: Qualifications and Experience:

Provide information listed below to clearly show the firm's qualifications and experience.

o Provide similar experience illustrating architectural design or work of new construction/ major renovation of schools.

o Cite specific projects that were completed within the past five (5) years with special emphasis given to the type of projects listed within Appendix A and include reference contact information for each project cited.

o Indicate any previous project experience working with a government agency, as a design professional, within the past five (5) years. Include a brief project statement, primary contact, and whether the project was completed within scope, budget, schedule, and note design-related change orders and costs.

✓ 6th Tab: Insurance and Contract Statement:

Provide a statement that the firm will provide insurance as specified in Appendix B (Draft

Master Agreement for Professional Services).

o Provide a copy of current Certificate of Insurance.

o Include statement that the Draft Master Agreement for Professional Services

(Appendix B) has been reviewed; the Firm is willing to meet all requirements set forth therein; and the Firm is prepared to sign the agreement as written. Any requested changes to Master Professional Services Agreement must be specifically listed in the response. Such requests will be considered as one of the evaluation factors. UCPS reserves the right to use the AIA B101-2017 in lieu of the Master

Agreement.

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✓ 7th Tab: Identification of Lawsuits and Administrative Claims/Fines:

Firms must identify all lawsuits, administrative claims, and fine proceedings the Firm has been a party to in the past five (5) years. Include any fines levied by any governmental unit relating to the services pertaining to this solicitation document (i.e. EEOC, Department of Labor).

✓ 8th Tab: Unit Price Schedule:

Provide hourly rates for each classification of personnel.

VII: EVALUATION METHOD

1. Firm Experience/Reputation/Workload: The Firm's experience in similar work and the record of successful results of that work. Consideration will be given to the

Firm's ability to take on additional work, demonstrate understanding of Union County

Public Schools goals and purposes of this RFQ, specific management approach, how well the Firm's organization structure shows sufficient depth of its present workload, approach to managing Union County Public Schools budget, time, and the

Firm's ability to offer the extensiveness and quality of services required.

2. Understanding the Scope of Work: The ability of the Firm to outline a realistic approach to providing architectural services for all size of projects will be considered.

A comprehensive understanding of local conditions, permitting processes, bid and contract development and administration will be considered. Ideas that are innovative, cost effective, or demonstrate overall improvements of the design services will be given weight. A demonstrated understanding of Union County Public Schools project processes, working with third-party entities and outside agencies as may be required under these services will be given consideration.

3. Experience of Personnel assigned to this Project Team: Union County Public

Schools will consider individual qualifications of project team members who will be assigned to do a majority of work on assigned projects. Consideration will include the

Project Manager's individual qualifications, experiences, and location, which key personnel will be assigned to the project, and any sub-consultant's individual experience, qualifications and location. The Project Manager's past and/or current experience working with school systems will be given consideration. Union County

Public Schools reserves the right to request substitution of sub-consulting firms.

4. Specialties: Designs involving innovation, aesthetics, and efficiency in K-12 schools are of particular interest to Union County Public Schools.

5. Knowledge: Designer's adherence to codes and guidelines and design-related change orders will also be taken into consideration.

6. Schedule: Consideration will be given to the Firm's availability to handle projects of various sizes within a reasonable time-frame. Proposed level of effort will also be used to determine how well the Firm understands the project components and a project is scheduled. Consideration will also be given to the Firm's ability to meet schedules and responsiveness to the staff of Union County Public Schools.

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MINIMUM REQUIREMENTS FOR CONTRACT EXECUTION:

All packages and materials submitted hereunder become the exclusive property of Union

County Public Schools (UCPS). UCPS reserves the right to reject any or all submittals. This submittal request is neither a contractual offer nor a commitment to purchase services.

UCPS assumes no contractual obligation as a result of the issuance of this request, the preparation or submission of a qualifications statement by a Firm, the evaluation of statements, or final selection. All submissions may be kept by Union County Public Schools and may be disclosed to third parties at Union County Public School's discretion.

Negotiating with Others:

A Professional Services agreement will be negotiated with the selected Firm based on the proposed scope of work, deliverables, project schedule, fee schedule and project team as outlined in their response. Appendix B contains Union County Public Schools standard

"Draft" Agreements for Professional Services and may serve as basis for contracts with the selected firm. At UCPS discretion, AIA Owner/Architect agreement may be used in place of

Appendix B.

Union County Public Schools reserves the right to award a contract without discussion and without conducting further negotiations. UCPS may also, at its sole discretion, have discussions with firms and UCPS may enter into negotiations separately with such firms.

UCPS shall not be deemed to have finally selected a Firm until a contract has been successfully negotiated and signed by all parties.

Responsibility for Costs:

The firm shall be fully responsible for all costs incurred in the development and submission of this response. Submittal documents should be prepared simply and economically, providing a straightforward and concise description of the Firm's capabilities to satisfy the requirements of the request. Emphasis should be placed on completeness and clarity of content. Selected

Firms may be asked to present in person their qualifications and answer questions Union

County Public Schools may have in regards to their RFQ response. All costs of such presentations shall be borne solely by the Firm.

Complete Services/Products:

The Firm shall be required to (a) furnish all tools, equipment, supplies, supervision, transportation, and other execution accessories, and facilities; (b) furnish all materials, supplies, and equipment specified and required to be incorporated in and form a permanent part of the completed work; (c) provide and perform all necessary labor; and (d) in accordance with good technical practice, with due diligence, and in accordance with the requirements, stipulations, provisions, and conditions of this document and the resultant contract, execute and complete all specified work to the satisfaction of Union County Public Schools.

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Public Record/Confidentiality:

Responses to the RFQ will become public record and, therefore, be subject to public disclosure. If a Firm submits any record or portion of a record, that the Firm considers to be a trade secret meeting the definition contained in NCGS 66-152 (2), Firm shall clearly mark in the top right-hand corner of each document containing the trade secret as CONFIDENTIAL.

Union County Public Schools will only withhold information that meets requirements provided by NCGS 132-1.2 et seq.

Minimum Credentials:

Firm is required to submit evidence that they have relevant experience and have previously delivered similar services. Firm may additionally be required to show that they have satisfactorily performed similar work in the past and that no claims of any kind are pending against such work. Any Firm who is engaged in any work which would impair their ability to perform or finance this work or has outstanding claims pending for work of a similar nature, either completed or in progress, will not be chosen.

No submittal will be accepted from, nor will a contract be awarded to any Firm who is in default, as surety or otherwise, upon any obligation to Union County Public Schools, or is deemed to be irresponsible or unreliable by Union County Public Schools.

Firm(s) must have the financial ability to undertake the work and assume professional liability.

Firm(s) must have an adequate accounting system to identify costs chargeable to the Project.

Conflict of Interest Statement:

By submission of a response, the Firm agrees that at time of submittal, it: (1) has no interest

(including financial benefit, commission, finder's fee, or any other remuneration) and shall not acquire any interest, either direct or indirect, that would conflict in any manner or degree with the performance of Firm's services, and (2) will not benefit from an award resulting in a

"Conflict of Interest." A "Conflict of Interest" shall include holding or retaining membership, or employment, on a board, elected office, department, division, bureau, or committee sanctioned by and/or governed by Union County Public Schools. Firms shall identify any interests, and individuals involved, on a separate paper within response and understand that

Union County Public Schools, in consultation with legal counsel, may reject their response.

Changes in Personnel:

Changes to personnel on project team(s), particularly a Project Manager, are strongly discouraged by UCPS. If during the contract negotiation phase, the Firm requests to make a change to any personnel listed within the Firm's submitted response, the request to Union County Public Schools must be made in writing and detail the proposed replacement personnel, resume(s) and reason(s) as to why the replacement is needed. Union County Public Schools will consider the request and may or may not accept the personnel changes. If Union County Public Schools denies the Firm's request for a change in personnel, the Firm will be required to confirm in writing that the personnel submitted within Firm's original response will perform the work, or Union County Public

Schools may no longer consider the Firm as the best qualified firm and may enter into contract negotiations with the next most qualified Firm.

APPENDIX A

Architect Information Form

The Undersigned certifies under oath that the information provided herein is true and sufficiently complete so as not to be misleading.

Firm Name:

Physical Address:

Principal Office:

Contact Name:

Telephone:

Email:

How many years has your firm been in business as an Architect?

How many years has your firm been in business under its present business name?

Have you been known by another firm name or organization?

If yes, list the name(s):

Number of major school renovations your firm designed within the past 10 years?

Has your firm failed to complete a project on time?

Explain:

Has your firm failed to complete a project to which it was under contract?

Explain:

How many major design projects does your firm have in progress?

List the three largest design projects in progress:

Project Name: Percentage Complete %

Anticipated Completion Date:

Project Size: $________________

Anticipated Completion Date:

Project Size: $________________

Anticipated Completion Date: ____________

Project Size: $_________________

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APPENDIX B

MASTER AGREEMENT FOR

PROFESSIONAL SERVICES (DRAFT)

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MASTER AGREEMENT

ARCHITECTURAL SERVICES-NEW CONSTRUCTION/MAJOR RENOVATION

This Contract is made and entered into this , day of month, year between The Union County Board of Education (“UCBOE”) located at 400 North Church Street, Monroe, North Carolina 28112 and Firm Name, located at Address. (“Architect”)

For and in consideration of the mutual promises set forth in this Contract, the parties do mutually agree as follows:

1. Obligations of Architect.

The Architect will provide professional services (“Services”) as described within the Scope of Work identified within the Request for Qualifications and the Architect’s Response incorporated herein by reference as Exhibit 1.

Individual task will be assigned in writing on a project by project basis by an authorized representative of UCBOE. Such writing shall be in the form of a standard UCBOE purchase order (“Purchase Order”), such Purchase Order is to specify the specific services and/or goods desired by UCBOE and the compensation that the Architect will be paid for providing the requested Services and/or Goods. Architect will be deemed to have accepted a Purchase Order and be obligated to provide the Services and/or Goods outlined in the Purchase Order in accordance with the price and other terms of the Purchase Order, and the terms and conditions hereof, unless within 24 hours after issuance of Purchase Order, Architect notifies the Project Coordinator (as hereinafter defined) in writing that it does not accept the Purchase Order and will not provide the requested Services and/or Goods. Contract begins upon date of execution and shall be valid for two (2) years.

The Architect agrees to perform the Services in a timely, complete, and professional manner and in accordance with the terms and conditions of this Contract. Furthermore, the Architect represents and warrants that (i) it is duly qualified to provide the Services, (ii) it will provide the Services in a manner consistent with the level of care and skill ordinarily exercised by others practicing under similar conditions, (iii) it possesses sufficient experience, personnel, and resources to complete the Services, and (iv) it shall perform the Services in compliance with applicable laws, statutes, ordinances, codes, orders, rules and regulations.

Architect acknowledges that the Contract Time under which Services to be provided include UCBOE and other governing agencies review time, must be strictly adhered to by Architect, and that each milestone phase must be met by Architect, as well as the final completion date.

Architect shall file all applicable permits, plans, specifications and other documents required and coordinate with all local, state or federal agencies having jurisdiction over any part of the project.

The Architect shall submit bid documents to local permitting authorities in advance of construction contract award and arrange for the building permit review and approval subject only to adding the contractor’s names, license number, and Contract amounts once the bids are received and an award recommendation made.

It is the responsibility of the Architect to maintain the design schedule. The Architect recognizes that the projects assigned under this Agreement is to be performed as expeditiously as is practical.

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It is understood that the schedule may vary dependent on the project complexity; therefore, a mutually agreed schedule is to be reached prior to Owner’s issuance of purchase order. No deviation from the schedule shall be allowed without written approval for a change in the schedule. If for any reason it appears any phase of the Project will be delayed, the Architect agrees to immediately notify UCBOE, in writing, and provide an explanation of the delay and a plan to bring the design services into line with the schedule. Should UCBOE determine that the Architect is behind schedule, the Architect shall expedite and accelerate its efforts, including additional manpower and/or overtime, to maintain the approved design schedule at no additional cost to the UCBOE. In the event Architect is delayed in the progress of providing the Services, through no fault of Architect, then Architect may be entitled to an extension of the Contract Time. If a delay in the schedule is approved by the UCBOE, the schedule will be amended and the Architect will complete the work within the amended schedule at no additional cost to the UCBOE.

INSURANCE. In addition to the insurance required pursuant to Section 16 of the Standard Terms and Conditions, the Architect certifies that it currently has and agrees to purchase and maintain during its performance under the Contract the following insurance from one or more insurance companies acceptable to the UCBOE and authorized to do business in the State of North Carolina:

Professional Liability Insurance The Architect will be required to take out and maintain Professional Liability Insurance providing liability insurance limits at least in the amount of $1,000,000. The Architect will be required to maintain this coverage for a period of at least two (2) years beyond substantial completion of the contract.

Failure to furnish insurance certificates or to maintain such insurance shall be a default under this Contract and shall be grounds for immediate termination of this Agreement.

PROFESSIONAL CONSULTANTS/SUBCONTRACTORS. The Architect agrees to provide the names of persons or entities with which the Architect intends to contract for the performance of specialized portions of the services described in this Contract to UCBOE. UCBOE and/or Owner’s representatives shall promptly inform the Architect whether there is reasonable objection to any person or entity described therein. The Architect shall not contract with a proposed person or entity to which a reasonable and prompt objection has been raised. If there is an objection to a person or entity proposed by the Architect, the Architect shall furnish in writing the name of an alternate to whom there is no objection.

If the Architect desires to change such persons or entities during the term of this Contract, the Architect shall notify UCBOE in writing of any proposed changes, and UCBOE shall promptly inform the Architect whether there are reasonable objections to such change.

This contract does not grant the Architect the right or the exclusive right to provide specified services to UCBOE. Similar services may be obtained from sources other than the Architect (or not at all) at the discretion of the UCBOE.

The Architect shall begin work immediately upon in accordance with instructions from UCBOE.

The Architect represents and warrants that (i) it is duly qualified and licensed to provide the Services, (ii) it will provide the Services in a manner consistent with the level of care and skill

Union County Public Schools RFQ: Architect-New Construction/Major Renovations Page 13 of ordinarily exercised by Architects providing similar services under similar conditions, (iii) it possesses sufficient experience, personnel, and resources to complete the Services, (iv) it shall perform the Services in compliance with applicable laws, statutes, ordinances, codes, orders, rules and regulations, and (v) its reports, if any, shall be complete, accurate, and unambiguous.

2. Obligations of UCBOE. UCBOE agrees to pay the Architect for the faithful performance of this

Contract on a task by task basis.

A negotiated cost of services fitting the project size, needs and budget shall be mutually agreed upon prior to issuance of purchase order. Once in agreement, a Purchase Order in the amount of the negotiated cost will be issued for each assigned task. The total amount due to the Architect for a particular work assignment shall not exceed the amount shown on the purchase order.

3. Project Coordinator. XXXXX is designated as the Project Coordinator for the UCBOE. The Project

Coordinator shall be the UCBOE’s representative in connection with the Architect’s performance under this Contract. The UCBOE has complete discretion in replacing the Project Coordinator with another person of its choosing.

4. Architect Project Manager. XXXXX is designated as the Project Manager for the Architect. The

Architect’s Project Manager is fully authorized to act on behalf of the Architect in connection with this Contract. Substitution of Project Manager must be presented to UCBOE Project Coordinator with a minimum of 24 hour notice and shall include contact information of the newly selected Project Manager.

5. Terms and Methods of Payment. UCBOE will make payment after invoices are approved on a net

30 day basis. Failure to submit all required documents will delay payment. UCBOE will not pay for services or materials in advance without the prior approval of the Finance Officer.

6. Additional Provisions. Architect agrees to the Standard Terms and Conditions set forth as Attachment A attached hereto and incorporated herein by reference.

7. Counterpart Execution. This Contract may be executed and recorded in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Each party shall be entitled to rely upon executed copies of this Contract transmitted by facsimile or electronic “PDF” to the same and full extent as the originals.

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[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, UCBOE and Architect have executed this Contract on the day and year first written above.

Architect

Signature of Authorized Representative Date

Printed Name Title

Contractor's Federal Identification # [if Contract is with Organization or Social Security Number if individual]

THE UNION COUNTY BOARD OF EDUCATION

Fund Originator Date

Board Chairperson (if applicable) Date

This instrument has been preaudited

Procurement Lead in the manner required by the School Budget and Fiscal Control Act.

Project Manager Finance Officer Date

APPROVED AS TO FORM:

School Board Attorney Date

REVIEWED BY:

Division of Insurance and Risk Management

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Attachment A

Standard Terms and Conditions

I. Standard Terms and Conditions for All Contracts

1. Acceptance. Contractor’s execution of this Contract and/or acknowledgment of the terms of any applicable purchase order (“Purchase Order”), without timely express written objection, or Contractor’s shipment or performance of any part of a Purchase Order, constitutes an agreement to (i) all terms and conditions set forth or referenced herein and on the face of a Purchase Order, (ii) on any attachments hereto, (iii) any applicable solicitation documentation related to hereto (including without limitation any request for proposals or invitation for bids or Contractor’s response thereto), and (iv) any other terms and conditions of a written agreement signed by Contractor and UCBOE that deals with the same subject matter (collectively, the “Contract Documents”). The terms and provisions set forth in the Contract Documents shall constitute the entire agreement between Contractor and UCBOE with respect to the purchase by UCBOE of the Services and/or Goods (the “Goods” and/or “Services,” as appropriate) provided or work performed as described in the Contract Documents. The agreements set forth in the Contract Documents are sometimes referred to herein as the “Contract.” In the event of any conflict between any terms and conditions of the Contract Documents, the terms and conditions most favorable to UCBOE shall control. A Purchase Order constitutes an offer by UCBOE and expressly limits acceptance to the terms and conditions stated therein. No additional or supplemental provision or provisions in variance herewith that may appear in Contractor's quotation, acknowledgment, invoice, or in any other communication from Contractor to UCBOE shall be deemed accepted by or binding on UCBOE. UCBOE hereby expressly rejects all such provisions which supplement, modify or otherwise vary from the terms of the Contract Documents, and such provisions are superseded by the terms and conditions stated in the Contract Documents, unless and until UCBOE’s authorized representatives expressly assent, in writing, to such provisions. Stenographic and clerical errors and omissions by UCBOE are subject to correction.

2. Quantities. Shipments must equal exact amounts ordered unless otherwise agreed in writing by UCBOE.

The award of a term contract neither implies nor guarantees any minimum or maximum purchases.

3. Prices. If Contractor's price or the regular market price of any of the Goods covered hereunder is lower than the price stated in the Contract Documents on the date of shipment of such Goods, Contractor agrees to give UCBOE the benefit of such lower price on any such Goods. In no event shall Contractor’s price be higher than the price last quoted or last charged to UCBOE unless otherwise agreed in writing. No charges for transportation, boxing, crating, etc. are allowable unless such charges are included in the Contract Documents.

4. Invoices. It is understood and agreed that orders will be shipped at the established Contract prices in effect on dates orders are placed. Invoicing at variance with this provision may subject the Contract to cancellation. Applicable North Carolina sales tax shall be invoiced as a separate item. Invoices shall be sent to UCBOE’s accounts payable department with a copy to UCBOE Project Coordinator.

5. Freight on Board. All shipments of Goods are FOB destination unless otherwise stated in the Contract Documents.

6. Taxes. Taxes are included in the Contract Price. Applicable taxes shall be invoiced as a separate item for UCBOE’s records.

7. Payment Terms. Payment terms are Net 30 days after receipt of correct invoice or acceptance of Goods, whichever is later.

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8. Condition and Packaging. Unless otherwise provided by special terms and conditions or specifications, it is understood and agreed that any item offered or shipped has not been sold or used for any purpose and shall be in first class condition. All containers/packaging shall be suitable for handling, storage or shipment.

9. Delays in Shipment. Time and date of delivery are of the essence, except when delay is due to causes beyond Contractor's reasonable control and without Contractor’s fault or negligence.

10. Risk of Loss. Contractor shall have the risk of loss of and damage to the Goods subject to the Contract Documents until such Goods are delivered to the destination and accepted by UCBOE or its nominee.

11. Rejection. All Goods shall be received subject to UCBOE's inspection. Goods that are defective in workmanship or material or otherwise not in conformity with the requirements of the Contract Documents may be rejected and returned at Contractor's expense or may be accepted at a reduced price. UCBOE may require Contractor to promptly replace or correct any rejected Goods Services and, if Contractor fails to do so, UCBOE may contract with a third party to replace such Goods Services and charge Contractor the additional cost.

12. Warranties. Contractor warrants that all Goods delivered hereunder will be free from defects in materials and workmanship and will conform strictly to the specifications, drawings, or samples specified or furnished. This warranty shall survive any inspection, delivery, acceptance or payment by UCBOE of the Goods and shall run to UCBOE and any user of the Goods. This express warranty is in addition to Contractor’s implied warranties of merchantability and fitness for a particular purpose which shall not be disclaimed. In addition to any other rights available at law or equity, UCBOE shall be entitled to all rights and remedies provided by the Uniform Commercial Code, Chapter 25 of the North Carolina General Statutes, for breach of express warranties and implied warranties of merchantability or fitness for a particular purpose, including but not limited to consequential and incidental damages.

13. Compliance with All Laws. Contractor warrants that all performance hereunder shall be in accordance with all applicable federal, state and local laws, regulations and orders. The right of Contractor to proceed may be terminated immediately by written notice if UCBOE determines that Contractor, its agent or another representative, has violated any provision of law.

14. Use of Federal Funds. If the source of funds for this Contract is federal funds, the following federal provisions apply pursuant to 2 C.F.R. § 200.326 and 2 C.F.R. Part 200, Appendix II (as applicable):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. § 200.322); and Record Retention Requirements (2 CFR § 200.324)

15. Registered Sex Offenders. Contractor acknowledges that state law and school policy prohibit anyone registered or required to register as a sex offender from being present on any UCBOE Property for any reason, whether before, during or after school hours, or on or off of UCBOE Property. Contractor expressly agrees that it, and any of its employees, will comply with this policy and acknowledges that any individuals that violate this policy are subject to removal from UCBOE Property by school staff and/or law enforcement officials and may also be subject to criminal prosecution. “UCBOE Property” includes all property owned or operated by UCBOE, including school campuses and buildings, athletic fields, playgrounds, parking lots, bus stops, vehicles, school buses, activity buses and any other properties owned or controlled by UCBOE.

If Contractor, any of Contractor’s employees, or any of Contractor’s subcontractors or employees of subcontractors will have any direct interaction with students, then Contractor or the subcontractor must

(i) on an annual basis conduct a check of the N.C. Sex Offender and Public Protection Registration Program, the N.C. Sexually Violent Predator Registration Program and the National Sex Offender Registry for all such employees; and (ii) prohibit individuals listed on such registries from being on UCBOE Property.

16. Nondiscrimination. During the performance of the Contract, Contractor shall not discriminate against or deny the Contract's benefits to any person on the basis of sexual orientation, national origin, race, ethnic background, color, religion, gender, age or disability.

17. Conflict of Interest. Contractor represents and warrants that no member of UCBOE or any of its employees or officers who may obtain a direct benefit, personal gain or advantage for themselves or a relative or associate as a result of the Contract, subcontract or other agreement related to the Contract is in a position

Union County Public Schools RFQ: Architect-New Construction/Major Renovations Page 17 of to influence or has attempted to influence the making of the Contract, has been involved in making the Contract, or will be involved in administering the Contract. Contractor also represents and warrants that, if the Contract is funded by any amount of federal funds, no violation of 2 C.F.R. § 200.318(c) or any other applicable federal conflict of interest law has occurred or will occur. Contractor shall cause this paragraph to be included in all Contracts, subcontracts and other agreements related to the Contract.

18. Gratuities. Contractor represents and warrants that no member of UCBOE or any of its employees has been or will be offered or given a gratuity to an official or employee of UCBOE in violation of applicable law or policy.

19. Kickbacks to Contractor. Contractor shall not permit any kickbacks or gratuities to be provided, directly or indirectly, to itself, its employees, subcontractors or subcontractor employees for the purpose of improperly obtaining or rewarding favorable treatment in connection with a UCBOE Contract or in connection with a subcontract relating to a UCBOE Contract. When Contractor has grounds to believe that a violation of this clause may have occurred, Contractor shall promptly report to UCBOE in writing the possible violation.

20. Iran Divestment Act. Contractor certifies that, as of the date listed below, it is not on the Final Divestment List, as created by the State Treasurer pursuant to N.C.G.S. § 143-6A-4, in violation of the Iran Divestment Act. In compliance with the requirements of the Iran Divestment Act and N.C.G.S. § 143C-6A-5(b), Contractor shall not utilize in the performance of the contract any subcontractor that is identified on the Final Divestment List. The Final Divestment List can be found on the State Treasurer’s website at the address www.nctreasurer.com/Iran and should be updated every 180 days.

21. Divestment from Companies that Boycott Israel. The Contractor certifies that it has not been designated by the North Carolina State Treasurer as a company engaged in the boycott of Israel pursuant to N.C.G.S. 147-

86.81. It is the responsibility of each vendor or contractor to monitor compliance with this restriction.

Contracts valued at less than $1,000.00 are exempt from this restriction.

22. E-Verification. Contractor shall comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes

23. Indemnification. Contractor shall indemnify and hold harmless UCBOE, its officers, agents, employees and assigns from and against all claims, losses, costs, damages, expenses, attorneys' fees and liability that any of them may sustain (a) arising out of Contractor's failure to comply with any applicable law, ordinance, regulation, or industry standard or (b) arising directly or indirectly out of Contractor's performance or lack of performance of the terms and conditions of the Contract. In the event that any Services and/or Goods sold and delivered or sold and performed under the Contract Documents shall be defective in any respect whatsoever, Contractor shall indemnify and save harmless UCBOE, its officers, agents, employees and assigns from all loss or the payment of all sums of money by reason of all accidents, injuries or damages to persons or property that shall happen or occur in connection with the use or sale of such Services and/or Goods and are contributed to by said condition. In the event Contractor, its employees, agents, subcontractors and or lower-tier subcontractors enter premises occupied by or under the control of UCBOE in the performance of the Contract Documents, Contractor agrees that it will indemnify and hold harmless UCBOE, its officers, agents, employees and assigns, from any loss, costs, damage, expense or liability by reason of property damage or personal injury of whatsoever nature or kind arising out of, as a result of, or in connection with such entry.

24. Insurance. Unless such insurance requirements are waived or modified by UCBOE or risk management (“DIRM”), Contractor certifies that it currently has and agrees to purchase and maintain during its performance under the Contract the following insurance from one or more insurance companies acceptable to UCBOE and authorized to do business in the State of North Carolina: Automobile - Contractor shall maintain bodily injury and property damage liability insurance covering all owned, non-owned and hired automobiles. The policy limits of such insurance shall not be less than $1,000,000 combined single limit each person/each occurrence. Commercial General Liability - Contractor shall maintain commercial general liability insurance that shall protect Contractor from claims of bodily injury or property damage which arise from performance under the Contract. This insurance shall include coverage for contractual liability. The policy limits of such insurance shall not be less than $1,000,000 combined single limit each occurrence/annual aggregate. Worker's Compensation and Employers' Liability Insurance - If applicable to Contractor, Contractor shall meet the statutory requirements of the State of North Carolina for worker's http://www.nctreasurer.com/Iran

Union County Public Schools RFQ: Architect-New Construction/Major Renovations Page 18 of compensation coverage and employers' liability insurance. Contractor shall also provide any other insurance or bonding specifically recommended in writing by the DIRM or required by applicable law.

Certificates of such insurance shall be furnished by Contractor to UCBOE and shall contain the provision that UCBOE be given 30 days' written notice of any intent to amend or terminate by either Contractor or the insuring company. Failure to furnish insurance certificates or to maintain such insurance shall be a default under the Contract and shall be grounds for immediate termination of the Contract.

25. Termination for Convenience. In addition to all of the other rights which UCBOE may have to cancel this Contract or an applicable Purchase Order, UCBOE shall have the further right, without assigning any reason therefore, to terminate the Contract (or applicable Purchase Order), in whole or in part, at any time at its complete discretion by providing 10 days’ notice in writing from UCBOE to Contractor. If the Contract is terminated by UCBOE in accordance with this paragraph, Contractor will be paid in an amount which bears the same ratio to the total compensation as does the Services and/or Goods actually delivered or performed to the total originally contemplated in the Contract. UCBOE will not be liable to Contractor for any costs for completed Goods, Goods in process or materials acquired or contracted for if such costs were incurred prior to the date of this Contract or an applicable Purchase Order.

26. Termination for Default. UCBOE may terminate the Contract, in whole or in part, immediately and without prior notice upon breach of the Contract by Contractor. In addition to any other remedies available to UCBOE law or equity, UCBOE may procure upon such terms as UCBOE shall deem appropriate, Services and/or Goods substantially similar to those so terminated, in which case Contractor shall be liable to UCBOE for any excess costs for such similar goods, supplies, or services and any expenses incurred in connection therewith.

27. Contract Funding. It is understood and agreed between Contractor and UCBOE that UCBOE's obligation under the Contract is contingent upon the availability of appropriated funds from which payment for Contract purposes can be made. No legal liability on the part of UCBOE for any payment may arise until funds are made available to UCBOE’s Finance Officer and until Contractor receives notice of such availability. Should such funds not be appropriated or allocated, the Contract shall immediately be terminated. UCBOE shall not be liable to Contractor for damages of any kind (general, special, consequential or exemplary) as a result of such termination.

28. Accounting Procedures. Contractor shall comply with any accounting and fiscal management procedures prescribed by UCBOE to apply to the Contract and shall assure such fiscal control and accounting procedures as may be necessary for proper disbursement of and accounting for all project funds.

29. Improper Payments. Contractor shall assume all risks attendant to any improper expenditure of funds under the Contract. Contractor shall refund to UCBOE any payment made pursuant to the Contract if it is subsequently determined by audit that such payment was improper under any applicable law, regulation or procedure.