Request for Qualifications: On-Call Park & Greenway Consultants

Template revised February 2022 REQUEST FOR QUALIFICATIONS RFQ #354-TM23-36 Project Title: On-Call Park & Greenway Consultants Issue Date: Friday, March 15, 2023 Due Date: April 21, 2023, at 2:00 PM ET Issuing Department: Town Managers Office Direct all inquiries concerning this RFQ to: Paul Kuhn, PLA Capital Program Manager, Community Projects Email: paul.kuhn@carync.gov 2 Table of Contents 1 INTRODUCTION ............................................................................................................................. 3 1.1 Purpose ...................................................................................................................................................... 3 1.2 Background ............................................................................................................................................... 3 1.3 RFQ Timeline

........................................................................................................................................... 3 1.4 Pre-Submittal Conference ................................................................................................................. 4 1.5 Questions ................................................................................................................................................... 4 1.6 Submittal Requirements and Contact Information ................................................................ 5 1.7 Rights to Submitted Material ............................................................................................................ 5 1.8 Communications .................................................................................................................................... 5 1.9 Lobbying ..................................................................................................................................................... 5 1.10 Gifts and Favors ..................................................................................................................................... 6 1.11 Proposer Expenses .............................................................................................................................. 6 1.12 Proposer Acceptance .......................................................................................................................... 6 2 QUALIFICATIONS PACKAGE .................................................................................................. 7 2.1 Request for Qualifications Required Document Format .................................................... 7 2.2 Hourly Rates ............................................................................................................................................ 8 2.3 Qualifications Package Documents.............................................................................................. 8 3 PROPOSAL EVALUATION ........................................................................................................ 9 3.1 Evaluation Criteria ................................................................................................................................. 9 3.2 Final Selection ......................................................................................................................................... 9 3.3 Notice to Proposers .............................................................................................................................. 9 4 SCOPE OF SERVICES .............................................................................................................. 10 4.1 Scope of Services .............................................................................................................................. 10 4.2 Task Order Procedures ................................................................................................................... 11 4.3 Specific Projects .................................................................................................................................. 11 APPENDIX I ............................................................................................................................................. 14 APPENDIX II ............................................................................................................................................ 15 Attachment 1 .......................................................................................................................................... 16 Attachment 2 .......................................................................................................................................... 17 1 INTRODUCTION 1.1 Purpose Cary is requesting professional design consulting teams that are adaptable and flexible for future park and greenway projects. We are looking for creative solutions for fun and challenging community projects. Being able to communicate both graphically and verbally is a key skill we will be looking for along with past technical performance. Resiliency, sustainability and inclusivity are a must for all future projects. Cary is seeking one or more qualified firm(s) with which to contract on an on-call basis, with an initial contract duration of three years. The attached Cary Master Agreement for On-Call Professional Services shall be utilized. Maximum initial contracts will be up to three hundred thousand dollars ($300,000.00) except for the specific projects listed in Section 4.3. Contracts for more than this amount would require a separate Request for Qualifications (RFQ) unless approved internally. The requested Park and Greenway Consultant services for Community Projects is detailed in the scope of services provided in Section 4 of this solicitation. Information related to this solicitation, including any addenda, will be posted to the North Carolina Interactive Purchasing System (NC IPS) at: https://www.ips.state.nc.us/IPS/ 1.2 Background Cary has a population of over 182,000 and receives many awards and accolades. Cary is seeking proposals from qualified North Carolina licensed firms for various types of community capital projects related to parks and greenways. Selected Professional(s) shall assist in completing planning, design and construction administration services and will be selected based on firm and their team experience and the needs of the project. Cary has successfully implemented the use of On Call consultants and can leverage these contracts as needed. There may be other services related to projects that are requested depending on project need and this is where past teaming identification is critical in your response. Cary does not guarantee a minimum amount of work under this agreement. 1.3 RFQ Timeline Provided below is a list of the anticipated schedule of events related to this solicitation. Cary reserves the right to modify and/or adjust this schedule to meet the needs of the project. All times shown are Eastern Time (ET): RFQ Process Date and time RFQ Advertisement Date Wednesday, March 15, 2023 Non-Mandatory Pre-Submittal Conference Friday, March 31, 2023, at 2:00 PM Deadline for written questions Monday, April 10, 2023, at 2:00 PM Town Response to Questions (anticipated) Wednesday, April 12, 2023 Submittal Due Date and Time Friday, April 21, 2023, at 2:00 PM Evaluation Meeting (anticipated) Week of May 1 Interviews (if required) Week of May 15 Selection Announcement (tentative) June 2023 https://www.ips.state.nc.us/IPS/ 4 1.4 Pre-Submittal Conference Non-Mandatory: All Proposers are URGED and cautioned to attend a PREPROPOSAL CONFERENCE set forth below. The preproposal conference allows the vendors to ask questions regarding the RFQ that will be included in a written addendum on the NC IPS website. Microsoft Teams meeting Join on your computer, mobile app or room device Click here to join the meeting Meeting ID: 217 403 601 701 Passcode: 9fRP8y Download Teams | Join on the web Join with a video conferencing device carync@m.webex.com Video Conference ID: 118 159 667 2 Vendor is cautioned that any information released to attendees during the preproposal conference, and which conflicts with, supersedes, or adds to requirements in this Request for Qualifications, must be confirmed by written addendum before it can be considered to be a part of this proposal. It is the Proposer's responsibility to assure that all addenda have been reviewed and acknowledged with the proposal. 1.5 Questions Requests for clarification and questions to this RFQ must be received by the Town not later than the date shown above in Section 1.3, entitled RFQ Timeline, for the submittal of written inquires. The Town will not entertain any further questions after the due date. All questions related to this solicitation must be submitted in writing via email to: Paul Kuhn, PLA Paul.Kuhn@carync.gov Indicate RFQ #354-TM23-36 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 IPS website. No information, instruction or advice provided orally or informally by any Town personnel, whether made in response to a question or otherwise in connection with this RFQ, shall be considered authoritative or binding. Respondents shall be entitled to rely only on written material contained in an Addendum to this RFQ. It is important that all Respondents submitting to this RFQ periodically check the NC IPS website for any Addenda. It is the Respondents responsibility to ensure that all addenda have been reviewed and, if required, signed and returned. https://teams.microsoft.com/l/meetup-join/19%3ameeting_MDAzZjZlNGYtNDBmMi00MzAyLWFiYTEtZjg1NmU3ZDA0YmYy%40thread.v2/0?context=%7b%22Tid%22%3a%2223f98eb6-c8ce-4a93-8562-44f005daf93f%22%2c%22Oid%22%3a%2279db9227-4185-4807-b6d1-ae95904ce614%22%7d https://www.microsoft.com/en-us/microsoft-teams/download-app https://www.microsoft.com/microsoft-teams/join-a-meeting mailto:carync@m.webex.com mailto:Paul.Kuhn@carync.gov https://www.ips.state.nc.us/IPS/deptbids.aspx 5 1.6 Submittal Requirements and Contact Information Electronic responses ONLY will be accepted using the eBid button displayed on the NC IPS website. In order to submit proposals electronically, interested parties must be logged into IPS. 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 (Company Name 354-TM23-36 On-Call Park & Greenway). Proposers must submit one (1) electronic version, submitted as a viewable and printable Adobe Portable Document File (PDF) (Preferred file size smaller than 3 MB), 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). Any incomplete proposal may be eliminated from competition at the discretion of Cary. It is the responsibility of the Firm to ensure that their response arrives at the designated location specified in this Section by the due date and time specified in Section 1.3 RFQ Timeline. 1.7 Rights to Submitted Material All proposals and supporting materials, as well as correspondence relating to this RFQ, shall become the property of the Town. The content of all submittals will be held confidential until the selection of the firm is made. Proposals will be reviewed by the Evaluation Team, as well as other Town staff and members of the general public who submit public record requests. Any proprietary data must be clearly marked. In submitting a Proposal, each Prospective Proposer agrees that the Town may reveal any trade secret materials contained in such response to all Town staff and Town officials involved in the selection process and to any outside consultant or other third party who serves on the Evaluation Team or who is hired by the Town to assist in the selection process. Proposals marked entirely as confidential, proprietary, or trade secret will be considered non- responsive and will be removed from the evaluation process. 1.8 Communications All communications of any nature regarding this RFQ with any Town staff, elected Town officials, evaluation committee members are strictly forbidden from the time the solicitation is publicly posted until award. Questions must be submitted in writing to the individual designated in Section 1.5 prior to the deadline provided in Section 1.3. Violation of this provision may result in the Firms proposal being removed from consideration. 1.9 Lobbying By responding to this solicitation, the Firm certifies that it has not and will not pay any person or firm to influence or attempt to influence an officer or employee of the Town or the State of North Carolina, or any elected official in connection with obtaining a contract as a result of this RFQ. https://www.ips.state.nc.us/Vendor/VendorPubMain.aspx 6 1.10 Gifts and Favors Contractor shall become aware of and comply with laws related to gifts and favors, conflicts of interest and the like, including N.C.G.S. 14-234, N.C.G.S. 133-1, and N.C.G.S. 133-32 1.11 Proposer Expenses The Town of Cary will not be responsible for any expenses incurred by any Firm in the development of a response to this Request for Qualifications or any other activities associated with this procurement including but not limited to any onsite (or otherwise) interviews and/or presentations, and/or supplemental information provided, submitted, or given to Town of Cary and/or its representatives. Further, the Town of Cary shall reserve the right to cancel the work described herein prior to issuance and acceptance of any contractual agreement/purchase order by the recommended Firm even if the awarding authority for each entity has formally accepted a recommendation. 1.12 Proposer Acceptance Submission of any proposal indicates a Proposers 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 Towns 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 Carys best interest. Moreover, the Town of Cary reserves the right to make no selection if proposals are deemed not in the best interest of the Town of Cary. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 2 QUALIFICATIONS PACKAGE Responses must follow the format outlined below and should be no longer then ten pages front and back (twenty pages total). Cary 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, listed sequentially as follows: Section 1: Cover Letter Provide an introduction letter summarizing the unique qualifications of your team to meet the needs of this RFQ including your familiarity with Cary. This letter should be presented on the lead Firms official letterhead and signed by an authorized representative who has the authority to enter into a contract with Cary on behalf of the Firm. This proposal is signed by an authorized representative of the Firm. The potential professional 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. In this section please include your top three in order of the specific projects (Section 4.3) listed if any and the name, title, address, telephone and email address of the individual who would serve 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 Firms experience with similar projects in the past five years. Due to the on-call nature of this contract please describe how you will be able to address Carys needs on very short turnaround times from completing a scope and contract to flexibility with workload. 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 Firms proposal. Provide a list of all similar contracts performed in the past five years, accompanied by at least three references, including contact persons, firm, telephone number and email address (Appendix I). 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 graphic demonstrating the Firm's understanding and approach to accomplishing the type of tasks outlined in the Scope of Work section of this RFQ for On Call Services being requested. Section 4: Team Experience This section must include the proposed staffing, deployment and firm of personnel to be assigned to this project and are licensed in North Carolina. The Proposer shall provide 8 information as to the qualifications and experience of all major professional personnel that may be assigned to this project, including resumes citing experience with similar projects and the responsibilities to be assigned to each person. A chart which clearly illustrates the roles and responsibilities of each team member should be included. Please also note any potential major subconsultants and primary contact for each. (At this point it is ok to list multiple firms and should be understood that based on project needs additional team members may be added.) Examples include architects and engineers to graphic designers and drone photography and others as you see fit. (Resumes for subconsultants do not need to be provided in the initial submittal. Cary may ask for these after the initial submittal) 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. The hourly rates for all proposed project personnel of the lead Firm should be attached as an appendix and does not count towards the page count. 2.3 Qualifications Package Documents This RFQ is comprised of the base RFQ document, any attachments, and any addenda released before Contract award. All attachments and addenda released for this RFQ in advance of any Contract award are incorporated herein by reference. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY 3 PROPOSAL EVALUATION 3.1 Evaluation Criteria This is not a bid. There will not be a public opening. Proposals will be evaluated based solely on the following criteria: Criteria (a) Weight (b) Score (0-3) (a) x (b) Weighted Score Corporate Background and Experience 25% Project Understanding & Approach 25% Team Experience, and Qualifications 50% Final Score Score Points 0- Missing or Does Not Meet Expectation 2- Meets Expectation 1- Partially Meets Expectation 3- Exceeds Expectation 3.2 Final Selection Proposals will be reviewed after opening and will be ranked in order of choice, at which point contract negotiations will begin with the most qualified firm. If negotiations are unsuccessful, Cary will then pursue negotiations with the next most qualified firm. Cary 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 Contractors 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 Proposers 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. 10 4 SCOPE OF SERVICES 4.1 Scope of Services Awarded Firm shall provide services, all as set forth in this RFQ and more particularly described in this Section 4. The type of projects could range from the following but is not limited to the following: ADA renovations and other improvements Graphics that could be shared with Council or Public on future projects Landscape Plans Park or greenway renovations requiring construction documentation including permitting and formal bidding assistance. Playground renovations Greenway enhancements such as crossings, striping; New greenway extension & Greenway grade separation studies Behind the curb bike facilities Sidewalk projects The selected Professional(s) may be requested to provide the following services as described below: Master Planning/Schematic/Construction Documents Graphics/Renderings Facilitate design team meetings Conduct site investigations and inventory and assessment analysis Facilitate community input Identify prioritizes and develop potential phasing Present to senior leadership and others as required Complete contract documents for permitting and construction Provide in-house or sub-consultant services related to park and greenway community projects as required to fulfill project needs (Please list potential sub-consultants) Determine required approval processes Knowledge and familiarity with Cary planning and permit approval processes and ordinance requirements Provide sustainable design that implements attributes performing in energy and water use, exploring options for increasing energy efficiency, and utilizing lifecycle cost analysis Experienced with current state and federal accessibility code requirements Cost estimates Assist with project bidding and contract negotiations Assist with construction administration Project Close-Out Work to be performed will be authorized by task orders issued by Cary specific to the applicable community 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 the community project that are requested depending on project need and the above is not intended to be a comprehensive list of these services. 11 4.2 Task Order Procedures When the services of the Professional are required, Cary will work with the consultant to develop a scope of work. The Task Order will request that the Professional submit pricing and tasks required to complete the project scope of work and all other costs associated with the task order shall be included in the price proposal for example, engineering, interior/exterior renderings, life cycle costs, etc. For each Task Order, the Professional shall include a written response addressing the project requirements, assigned project manager and staff, description of the work to be completed, schedule for completing the work, and the price to complete the work. Once the task order proposal is received, Cary staff will review, negotiate, and authorize the Professional to begin the requested work under an approved Task Order per the On- Call Architectural Services Master Agreement. Carys contract administrator and point of contact will be the project manager assigned to each project. Any requests for information or clarification on technical matters after award of contract shall be referred to the contract administrator. 4.3 Specific Projects Cary has identified the following projects that will need a consultant team to lead them. Cary may select a specific team for the project as part of this selection process. Current projects include: 4.3.a Tryon Road Park Master Plan The 2019 Shaping Carys Tomorrow Bond identified $10 Million towards completing this 9-acre park. It currently has a lake and greenway trail and planning is in conjunction with future private commercial development. Carys stormwater group is undertaking a project to dredge the lake so now is ideal time to complete the master planning and ultimate plans for the new park facility. This site is located just west of Tryon Manor Drive. The existing Macedonia Lake Loop Trail and Speight Branch Greenway currently exists. Additional park amenities may include multi-generational uses including a play area, multi-purpose courts and unprogrammed lawn. A full master plan process is envisioned needed as the first step of this project before going into construction documents. 4.3.b Ed Yerha Park Improvements This existing park is located at 1216 Jenks Carpenter Road and was recently renamed from White Oak Park. The park is adjacent to Carys White Oak Creek Greenway which is part of the East Coast Greenway. The playground is in the process of being replaced in the current location. Plans are needed to explore adding more lighted pickleball courts. This may require more parking and stormwater improvements in addition. The ADA Transition plan will need reviewed to determine if any other projects are needed related to that report. A site survey is being completed now. 4.3.c Batchelor Branch Greenway and Cross-Country Course Cary hired Gradient and Alta to complete a conceptual plan (See Attachment 1): - Batchelor Branch Greenway Extend from current terminus west under 540 thru the existing tunnel into Thomas Brooks Park. Design would be west into the park 12 and south to end of Cary owned property. Current expectation is developers would pick up the greenway and extend it south to Green Level West Road. - Cross Country Course Cary is planning to build a new course at Thomas Brooks Park. An alignment has been identified and will need final refinement We are requesting design funding to start the preliminary design and engineering phase of the project in the current budget. Assuming budget is approved we would have funding to start July 2023. Design would need to meet all requirements to go after federal grants. A few easements will be needed but bulk of the property is owned by Cary. Cary will be using one of our On Call Survey contracts to complete survey and work on this has already begun. 4.3.d Walnut Creek Greenway Cary hired GEI to start stormwater analysis of the watershed that this greenway will be located. This greenway is envisioned to connect Downtown Cary Park to Fenton and out to South Hills at Buck Jones Road. Cary Imagine Cary Growth Framework plan envisions this area to increase in density in the future. This greenway will be key to providing alternative connections and outlet to nature. A connection to Raleigh is ultimately envisioned. This project will most likely be done in phases and would seek grant funding to complete and would supplement the Adaptive Stormwater initiative conducted in 2018 of this area. Overall plan is needed but we envision small scopes as funding and priorities are identified. This greenway may be like no other existing greenway in Cary. It may need to be lighted and take extra care for its multi-use to try and limit conflicts between various user types. 4.3.e South Cary Greenway This project includes Camp Branch/Dutchmans Branch/Middle Creek Greenway - This is one of the projects in the 2019 Park Bond Referendum. Southern part of Cary has very few greenways compared to western Cary. With 540 going in will evaluate how best to make connections and extend trail connections to the schools at Middle Creek and neighborhoods. Will continue to monitor development and identify key segments to build. This project will be narrowed in with the consultant team to determine what projects are finally designed and go after grant funding. 13 APPENDIX AND ATTACHMENTS APPENDIX I References Offeror must supply at least (3) three Governmental Agency or Private Company references for services that 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: ________________________________________________________ 15 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: __________________________________________________________ 16 Attachment 1 Batchelor Branch Greenway and Cross-Country Course Concept POTENTIAL BUS BAY WITH TURNAROUND TEAM STAGING AREA POTENTIAL BATHROOM FACILITY WITH ADA ACCESS (FINAL LOCATION TBD DURING NEXT DESIGN PHASE) 1K FIRST LAP FOR 6K LENGTH RACES AND ROUTE FOR 2ND LAP OF 10K RACES PROPOSED RELOCATED PUBLIC WORKS FACILITY, APPROXIMATE LOCATION BATCHELOR CREEK GREENWAY EXTENSION, EASEMENT EXTENTS TO BE CONFIRMED RETROFIT EXISTING 12 FT X 12 FT BOX CULVERT PROPOSED SECTION OF NEW EASEMENT FOR COURSE WITHIN EXISTING BUFFER PROPOSED GREENWAY EXTENSION TO GREEN LEVEL WEST RD FIRST LAP TURNAROUND OPTION FOR 8K TOTAL DISTANCE, POTENTIAL TO FLARE TRAIL TO REDUCE TURN ANGLE FUTURE GREENWAY CONNECTION GREEN LEVEL CHURCH RD GREEN HOPE SC HOOL R D GREEN LEVEL WEST RD START AREA POTENTIAL SPECTATOR VIEWING PLATFORM 1K LOOP FINISH LINE STAGING AND SPECTATOR AREA CENTRAL CROWD ENTRY & COURSE ACCESS POINT APPROXIMATE START FOOTPRINT SHARED SITE FOOTPRINT FOR OVERFLOW PARKING AND FESTIVAL SPACE DURING OFF-SEASON CONNECT TO EX. BATCHELOR BRANCH GREENWAY PROPOSED GREENWAY BRIDGE AT FLOODWAY FUTURE MOUNTAIN BIKE COURSE WITH GREENWAY CONNECTIVITY PROPOSED RAISED CROSSING PROPOSED CULVERTS AT FLOODWAY CROSSING POTENTIAL TRAILHEAD LOCATION BR OO KS P AR K LN FUTURE GREENWAY CROSSING CONNECT TO EX. BATCHELOR BRANCH GREENWAY 1K 2K 3K 4K 5K 3K LOOP OPTION FOR 3K AND 8K RACE DISTANCES 3M 1M 2M GREENWAY CONNECTION TO GREEN LEVEL GREENWAY GREENLEVEL GREENWAY ASPHALT/ROAD SIDEWALK/CONCRETE PAD LANDSCAPE GREENWAY TRAIL - 12' WIDE, TYP CROSS COUNTRY COURSE STAGING/SPECTATOR AREA EX. PARCEL/RIGHT-OF-WAY LINE EX. GREENWAY EASEMENT (UPGE) LEGEND EX. UTILITY EASEMENT CROSS COUNTRY COURSE TRAIL - 20'-25' WIDE, TYP EX. TOWN OF CARY PARCEL/RIGHT-OF-WAY LINE 5K 6K COURSE KEY 1X 8K 10K 2X 2ND LAP ROUTING START FINISH START FINISH 1K LOOP - OPTION A START FINISH START FINISH START FINISH OPTION A OPTION B 1ST LAP (1K) LOOP - OPTION B 1ST LAP (3K) LOOP Lin e m ea su re s 1 in ch on fu ll s ca le dr aw ing , if no t 1 in ch sc ale ac co rd ing ly. Alta Engineering SE, PLLC 111 E Chapel Hill Street, Suite 100 | Durham, NC 27701 919-484-8448 | altago.com | NC License #P-1301 Dw g f ile na me : N :\S ha re d\P RO JE CT S\ 20 21 \00 -2 02 1- 20 2 C ar y, NC B atc hlo r C re ek G re en wa y\C AD \01 _P lan s\2 02 1- 20 2_ C- OV ER AL L S IT E PL AN -R EV 01 .dw g La st sa ve d b y: th om as na tw ick P lot da te: 8 /24 /20 22 3: 40 P M P lot sty le tab le: A LT A NC S St an da rd .st b SCALE PLAN SCALE FEET 0 300 600300 150 CROSS COUNTRY COURSE CONCEPT DESIGN BATCHELOR BRANCH GREENWAY AND 001 PROPOSED LAYOUT SHEET: , thomasnatwick Callout 1760 LF thomasnatwick Callout 5050 LF thomasnatwick Callout 3660 LF thomasnatwick Callout 120 LF thomasnatwick Callout 710 LF thomasnatwick Callout 125 LF tperalta Sticky Note Completed set by tperalta tperalta Sticky Note Completed set by tperalta tperalta Sticky Note Completed set by tperalta tperalta Sticky Note Completed set by tperalta tperalta Sticky Note Completed set by tperalta tperalta Sticky Note Completed set by tperalta 17 Attachment 2 Sample Master Agreement Template v.7.8.22 MP MASTER AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES FOR ___________________________ This Master Agreement for On-Call DESIGNER Services for _______________ (Agreement or Master Agreement), is made by and between the Town of Cary (hereafter, Town) and __________________, a professional __________ with a partner or principal registered in North Carolina as a licensed _______ and with offices in North Carolina (hereafter, DESIGNER). RECITALS WHEREAS, the Town is procuring on-call professional __________ services; and WHEREAS, Town issued a Request for Qualifications, _____________________________ dated the ______ day of _____________, 20__ (RFQ); and WHEREAS, DESIGNER was one of several ___________ firms responding to RFQ with a Proposal entitled _____ and dated _____ (Proposal) and is willing to serve as one of Towns professional __________________________________________________ on an on-call basis for each project authorized under this Agreement. NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows: ARTICLE 1 PURPOSE, EFFECTIVE DATE AND SCOPE OF SERVICES 1.1 The purpose of the Towns on call process is to secure more than one ______ professional to provide professional on-call ______ services. The purpose of this Agreement is to provide the basic terms and conditions by which DESIGNER will provide its services to the Town, as the need for DESIGNERS services may arise, and in accordance with the standards and requirements as described herein, in Attachment A, and in each Task Order (Services or Basic Services). The Recitals are incorporated into Agreement. 1.2 This Agreement shall be effective upon execution by both parties (Effective Date) and shall have a term of two (2) years (modify as necessary with extension options - i.e. This Agreement may be renewed on an annual basis up to two (2) additional years. Any extension to this Agreement shall be made by written amendment provided neither party to the Agreement is in default and both Parties desire to extend the term.) 1.3 Town hereby engages DESIGNER to provide on-call ___ services and DESIGNER agrees to perform such services for projects (Projects) as may be set forth in subsequent, 2 fully executed task orders (Task Order). Projects shall commence and terminate as provided in the applicable Task Order(s) and shall be performed in accordance with any schedule contained in the applicable Task Order (sometimes, Milestone Dates). If one or more Task Orders are executed and undertaken but not completed prior to the termination of this Master Agreement, then and in that event this Master Agreement shall continue as to incomplete Projects until such time as the last of Projects undertaken hereunder is satisfactorily completed. The process for executing Task Orders is set forth in Article 2. 1.4 The Town has no obligation to provide DESIGNER with any work hereunder and does not guarantee the issuance of any minimum number of Task Orders under this Agreement. 1.5 DESIGNER represents and agrees that now and continuing for the term of Agreement, DESIGNER: a. is experienced, qualified, skilled and fully capable of performing Services in a competent and professional manner; b. shall exercise reasonable care and diligence, and shall act in the best interest of Town; c. shall act in accordance with generally accepted standards of DESIGNERS practice applicable to the locality; and shall comply with this Agreement, applicable Task Orders, and with all applicable federal, state and local laws, ordinances, codes, rules and regulations (collectively Laws and Regulations); d. 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 all necessary qualifications, licenses and certifications; e. shall perform in a timely manner and in accordance with all Milestone Dates or other schedules required under this Agreement or an applicable Task Order, time being of the essence; f. shall work in good faith with Town to meet requirements imposed by the federal or state government or other funding entity if grants are used to fund any portion of Services; and g. the individual(s) signing Agreement have the right and power to do so and bind DESIGNER to the obligations set forth herein and such individuals do so personally warrant that they have such authority. ARTICLE 2 COMMENCEMENT OF SERVICES 2.1 Services for a project shall be undertaken by DESIGNER only after execution by both parties of a Task Order. Each Task Order shall include a scope of work for that particular Project prepared by Town outlining the required Services and parameters to be included in the work and such other materials and requirements as Town may deem necessary. Unless specifically excluded by a Task Order, all requirements of this Agreement are deemed to be incorporated into every Task Order. In addition, each Task Order shall include the fixed fee total compensation for Services (or other method of compensation as may be agreed upon by the parties), Project schedule including date by which Services shall be completed, and all 3 deliverables to be delivered. If DESIGNER proposes to use subcontractors for a portion of its Services, Task Order shall also include information about such subcontractor(s). Each Task Order shall be considered an integral part of this Agreement and subject to the terms and conditions hereof. The scope of work for each Project shall be the Basic Services as defined herein and as further supplemented by terms of Task Order. 2.2 DESIGNER hereby authorizes the following to execute Task Orders and represents and warrants that these individuals and/or positions have the right and power to bind DESIGNER to the obligations set forth in an executed Task Order: _________________________________________________________________________ _________________________________________________________________________ If no names or position titles are listed above, then the only individuals authorized to execute a Task Order are those that can otherwise bind the company to execute contracts. 2.3 DESIGNER may begin work on a Project upon written execution of Task Order by Town and DESIGNER, unless the Task Order requires that work commence only upon a notice to proceed from Town. The time allowed for DESIGNER to complete its work for each Project shall be specified in the applicable Task Order. 2.4 In consideration of Services performed under any Task Order, Town shall pay DESIGNER compensation as specified in Task Order. Payment shall be made as provided in Article 4.1. Unless specifically designated and described in Task Order, there are no separately reimbursable expenses. ARTICLE 3 RESPONSIBILITIES OF PROFESSIONAL 3.1 Standard of Care. 3.1.1 DESIGNER shall assure that all drawings, specifications, plans, surveys, reports, technical memoranda, testing protocol, designs, electronic databases and other documents and all deliverables (Documents and Deliverables) prepared by DESIGNER are in accordance with all Laws and Regulations and that all necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the design or construction activities of the Project. 3.1.2 DESIGNER shall be responsible for all errors or omissions in Documents and Deliverables and shall correct at no additional cost to Town any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in the Documents and Deliverables. DESIGNER shall reimburse Town for the aggregate cost to Town for all errors and omissions of DESIGNER. 3.1.3 In addition to any other damages that might be due to Town hereunder in connection with the breach of this Agreement (as supplemented by Task Orders) by DESIGNER, 4 DESIGNER shall reimburse Town for costs, damages, and expenses that are the result of errors, omissions, or delays of DESIGNER, including those of DESIGNERS subcontractors. 3.1.4 DESIGNER shall expedite and accelerate its efforts as necessary to perform in accordance with this Agreement at no additional cost to Town, if Town reasonably determines that DESIGNER is behind schedule. 3.2 Key Personnel and Subcontractors. The DESIGNER and the DESIGNERS subcontractors for the Project, along with their key project personnel, should be listed in each Task Order. No changes in DESIGNERS personnel or subcontractors designated in Task Order as those who will provide Services shall be permitted except with the prior written consent of Town, which consent shall not be unreasonably withheld. Such replacement personnel and subcontractors shall have the same or higher qualifications and experience as those being substituted. If DESIGNER provides any Services through the use of subcontractors, DESIGNER shall be solely responsible for all aspects of subcontractor(s) conduct and performance. Additionally, DESIGNERS contracts with subcontractor(s) shall include a provision that, in the event this Agreement or a Task Order is terminated for cause by Town, Town may take assignment of such contract of DESIGNER with their subcontractor. If Town notifies DESIGNER in writing that any person on the Project providing Services appears to be incompetent, disorderly, or otherwise unsatisfactory, such person shall be removed from the Project and shall not again provide Services except with the prior written consent of Town. No automatic term or Milestone Date extension will be granted for replacement of such personnel or subcontractors. 3.3 Taxes, Permits and Licenses. Unless otherwise provided, DESIGNER is responsible for all applicable taxes and license fees and shall acquire all licenses and permits required by Laws and Regulations. ARTICLE 4 COMPENSATION FOR SERVICES 4.1 Compensation for Basic Services. 4.1.1 The total contract amount for all Task Orders executed pursuant to this Agreement shall not exceed $____________ over the ___ year term of this Agreement, unless changed by duly authorized written amendment. Compensation for DESIGNERS Services for each specific Project shall be as set forth in applicable Task Order. Projects suitable for this on- call Master Agreement will have an anticipated cost of no greater than $________. There shall be no reimbursable expenses unless explicitly permitted by the applicable Task Order. 4.1.2 Payment shall be made within thirty (30) days of receipt by Town of an acceptable invoice upon completion of the Project or each of the phases or tasks as set forth in Task Order. All invoices must include a Purchase Order Number. Submit invoices to Town of Cary, PO BOX 3052, Orem, UT 84057 or electronically via email with pdf attachment to 5 TownofCaryAP@iPayables.com. Invoices not submitted following these instructions will result in delayed payment. 4.1.3 Invoices shall be in form and substance acceptable to the Town. In the event the Town finds any part of an invoice not to be acceptable, it shall identify to the DESIGNER the part or parts which are not acceptable and shall pay the part or parts of the invoice which are acceptable, if any. The Town shall have the right to deduct from payments to the DESIGNER any costs or damages incurred, or which may be incurred, by the Town as a result of the DESIGNERS failure to perform Services on any portion of a Task Order following reasonable notice and opportunity to cure such nonperformance by DESIGNER. 4.2 Compensation for Additional Services. Additional Services shall be as set forth in a Task Order or Written Amendment to this Agreement. Payments for Additional Services that have been properly approved and satisfactorily completed will be made by Town within thirty (30) calendar days of receipt of an invoice that is in form and substance acceptable to Town. In the event the Town finds any part of an invoice not to be acceptable, it shall identify to the DESIGNER the part or parts which are not acceptable and shall pay the part or parts of the invoice which are acceptable, if any. Town shall have the right to deduct from payments to DESIGNER any costs or damages incurred, or which may be incurred, by Town as a result of DESIGNERS failure to perform any Service, following reasonable notice and opportunity to cure such nonperformance by DESIGNER. If the Task Order or Written Amendment does not specify method of compensation, compensation shall be on a time-spent basis at the hourly rates shown in Attachment A. 4.3 Accounting Records and Other Records. Accounting records of DESIGNERS compensation for Services and Additional Services shall be maintained by DESIGNER in accordance with generally accepted accounting practices and shall be available for inspection and copying by Town at mutually convenient times for a period of three (3) years after termination of this Agreement. ARTICLE 5 RESPONSIBILITIES OF TOWN 5.1 With Respect to Task Orders under this Agreement, Town shall: 5.1.1 Provide full information to DESIGNER as to its requirements for each Project. 5.1.2 Designate in writing one or more persons to act as Town representative to coordinate the work of each Project with DESIGNER. ARTICLE 6 INSURANCE 6.1 Insurance. DESIGNER and DESIGNERS permitted subcontractors shall purchase and maintain on a primary basis and at its sole expense during the term and for three years after the termination of this Contract insurance for the following: protection from claims under mailto:TownofCaryAP@iPayables.com 6 Workers or Workmens Compensation Acts covering claims arising out of or related to bodily injury, including bodily injury, sickness, disease or death of any of DESIGNERS employees or subcontractors as required by state law; Commercial General Liability Insurance, including contractual liability and covering bodily injury, property damage, products and completed operations and personal injury; Commercial Automobile Liability Insurance, including owned, hired and non-owned vehicles, if any, covering bodily injury and property damage when vehicles are used in performance of work or coming onto Town premises; Cyber Liability Insurance (if applicable) covering infringement, information theft, release of private information, damage, destruction and alteration of electronic information, extortion, network security, breach response costs, and regulatory fines; and Professional Liability/Errors & Omissions Insurance (if applicable) covering claims arising out of or related to DESIGNERS performance under this Contract. Minimum limits of insurance coverage are: General Liability $1,000,000 per occurrence/ $2,000,000 aggregate Commercial Automobile Liability $1,000,000 CSL Commercial Excess/Umbrella Liability $1,000,000 per occurrence Workers Compensation Statutory Limits Employers Liability $500,000 each accident Professional Liability $1,000,000 per claim The DESIGNER may satisfy the insurance limits above with a combination of primary and umbrella/excess liability insurance policies. Umbrella/Excess liability shall follow form as to each of the underlying policies. Any available insurance proceeds in excess of or broader than the specified minimum limits of insurance and coverage shall be available to the Town. The insurance policies are to contain, or be endorsed to contain, the following provisions: Insurers The minimum insurance ratings for any company insuring the DESIGNER shall be Best's A-. Should the ratings of any insurance carrier fall below the minimum rating, the Town may, at its option, require the DESIGNER to purchase insurance from a company whose rating meets the minimum standard. DESIGNERS insurance carrier(s) shall be authorized to do business in the state of North Carolina. If DESIGNER is unable to find an authorized carrier for any line of insurance coverage, DESIGNER shall notify Town in writing. Additional Insured Status All insurance policies (except Workers Compensation, Cyber and Professional Liability) shall name the Town, its elected officials, officers, employees and volunteers as an additional insured. 7 Notice of Cancellation Each policy shall provide that the Town shall receive not less than thirty (30) days prior written notice, when available, of any cancellation or non-renewal of coverage of any of the policies. Upon notice of such cancellation, non-renewal or if a policys limits are exhausted, DESIGNER shall procure substitute insurance so as to assure Town that the minimum limits of coverage are maintained continuously throughout the periods specified herein. Primary DESIGNERS insurance coverage shall be primary for any claims related to this agreement. Waiver of Subrogation The insurer shall have no right of recovery or subrogation against Town, its agents or agencies, it being the intention of the parties that the insurance policies shall protect Town and be primary coverage for any and all losses covered by the policies. Verification of Coverage A certificate of insurance and all endorsements required shall be provided at, or prior to, execution of this Contract. The Towns review or acceptance of certificates of insurance shall neither relieve DESIGNER of any requirement to provide the specific insurance coverage set forth herein nor shall it constitute a waiver or acknowledgement of satisfaction of the specific insurance requirements set forth in this Contract. Certificate Holder address should read: Town of Cary PO Box 8005 Cary, NC 27512-8005 Special Risks or Circumstances The Town reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. ARTICLE 7 DAMAGES AND REMEDIES 7.1 Services, Reimbursement, and Deductions. 7.1.1 DESIGNER shall reimburse Town for costs, damages, and expenses, including reasonable attorneys fees and experts fees incurred by Town if such costs, damages, and expenses are the result of any error, omission, or delay of, or failure by DESIGNER to perform as required by Agreement or any Task Order. 8 7.1.2 In addition to any other remedies available to Town, Town shall have the right to deduct from payments to the DESIGNER any costs, damages, and expenses, including reasonable attorneys fees, that have been or may be incurred by Town as a result of DESIGNERS failure to perform as required by Agreement or any Task Order. 7.2 Indemnities. 7.2.1 General Indemnity. To the fullest extent permitted by Laws and Regulations, DESIGNER shall indemnify and hold Town, its officers and employees, harmless from and against all claims, costs, charges, civil penalties, fines, losses, liabilities and damages (including but not limited to reasonable professionals fees and charges and all court or other dispute resolution costs) (collectively, Claim(s)), by whomsoever brought or alleged, arising out of, resulting from, or in connection with (a) any breach by DESIGNER of any term or condition of this Agreement, Written Amendment or any Task Order; (b) any breach or violation by DESIGNER of any applicable Law or Regulation; or (c) 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 DESIGNER or its derivative parties (as defined in N.C.G.S. 22B-1 as it exists on the date of this Agreement) is a proximate cause of the Claim. This indemnification shall survive the termination of this Agreement. 7.2.2 Intellectual Property Indemnity. To the fullest extent permitted by Laws and Regulations, DESIGNER shall indemnify and hold Town, its officers and employees harmless from and against all Claims, by whomsoever brought or alleged, arising out of or related to infringement of patent rights, copyrights, or other intellectual property rights (IP Indemnity), except with respect to designs, processes or products of a particular manufacturer expressly required by the Town in writing. If DESIGNER has reason to believe the use of a required design, process or product is an infringement of a patent, copyright or other intellectual property, the DESIGNER shall be responsible for such loss unless such information is promptly given to the Town. If and to the extent this IP Indemnity is not permitted by Laws and Regulations, DESIGNER agrees that any Claims that would have been subject to the IP Indemnity are subject to the General Indemnity provisions of paragraph 7.2.1. 7.3 Non-Exclusivity of Remedies/No Waiver of Remedies. A partys selection of one or more remedies for breach of this Agreement shall not limit that partys right to invoke any other remedy available under this Agreement or by law. No delay, omission, or forbearance to exercise any right, power or remedy accruing to a party shall impair any such right, power or remedy or shall be construed to be a waiver of any breach hereof or default hereunder. Every such right, power, or remedy may be exercised from time-to-time and as often as deemed expedient. 9 7.4 Waiver of Damages. DESIGNER shall not be entitled to, and hereby waives any monetary claims for, or damages arising from or related to, lost profits, lost business opportunities, unabsorbed overhead, or any consequential damages. ARTICLE 8 AMENDMENTS TO AGREEMENT 8.1 Changes in the Basic Services. Changes to this Agreement or changes in any Task Order including entitlement to additional compensation or a change in duration or any other term of this Agreement or a Task Order shall be made only by a Written Amendment to this Agreement or a Task Order Amendment executed by both parties. Town may, without invalidating a Task Order, make written changes in Scope of Services by preparing and executing a Task Order Amendment for review and execution by DESIGNER. Within three (3) days of receipt of such Task Order Amendment, DESIGNER shall notify Town in writing of any change contained therein that DESIGNER believes significantly increases or decreases Services and request an adjustment in compensation with respect thereto. If Task Order Amendment significantly increases or decreases Scope of Services, the compensation may be equitably adjusted. ARTICLE 9 TERMINATION AND SUSPENSION 9.1 Termination for Convenience of Town. This Agreement and/or any Task Order hereunder may be terminated without cause by Town and for its convenience upon ten (10) days written notice to DESIGNER. 9.2 Other Termination. After ten (10) days written notice to the other party of its material breach of the Agreement or a Task Order, this Agreement and/or any Task Order may be terminated by the noticing party, provided that the other party has not taken all reasonable actions to remedy the breach. 9.3 Compensation After Termination. 9.3.1 In the event of termination of any Task Order for the convenience of Town, DESIGNER shall be paid that portion of its fees and expenses that it has earned under said Task Order to the date of termination, plus five percent (5%) (i) of its Compensation for such Task Order undertaken but not yet completed, or (ii) of its unearned Compensation for such Task Order undertaken but not yet completed, whichever is less, less any costs or expenses incurred or anticipated to be incurred by Town due to errors or omissions of DESIGNER. Upon receiving notice of termination, DESIGNER shall immediately terminate any ongoing Services it is to provide under the applicable Task Order. 9.3.2 In the event of termination by reason of a material breach of a Task Order by Town, DESIGNER shall be entitled to the same compensation as it would have received had Town terminated the Task Order for convenience, and DESIGNER expressly agrees 10 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. 9.3.3 In the event of termination by reason of a material breach of a Task Order by DESIGNER, DESIGNER shall be paid that portion of its fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by Town due to errors or omissions of DESIGNER or by reason of DESIGNERS breach of the Task Order. 9.3.4 Should this Agreement or any Task Order be terminated for any reason, Town shall nevertheless have the right to require DESIGNER to (a) turn over to Town all finished or unfinished Documents and Deliverables and (b) expend such additional effort as may be necessary to provide to the Town professionally certified and sealed reports and such other information and materials as may have been accumulated by DESIGNER in the performance of this Agreement and any Project or Task Order hereunder, whether completed or in process. If DESIGNER provides such certified and sealed information as outlined above, DESIGNER shall be compensated in accordance with this Agreement. 9.4 Survival. Termination of this Agreement or a Task Order, for whatever reason, shall not terminate a partys representations and warranties nor nullify any indemnity hereunder. 9.5 Suspension. 9.5.1 Town may order DESIGNER in writing to suspend, delay or interrupt all or any part of the Services for the convenience of Town. 9.5.2 In the event DESIGNER believes that any suspension, delay or interruption of the Services ordered by Town may require an extension of the duration of Basic Services or any Task Order or an increase in the level of staffing by DESIGNER, it shall so notify Town and propose an amendment to the applicable Task Order, which shall be effective only upon the written approval of Town. In the event the duration of Basic Services or any Task Order is extended or shortened or the level of staffing by DESIGNER is increased or decreased, the Compensation for Basic Services may be equitably adjusted by Task Order Amendment. 9.5.3 A suspension, delay or interruption of a Project or Task Order shall not terminate this Agreement or the applicable Task Order; provided, however, that if such suspension, delay or interruption causes a suspension of Services for a period exceeding ninety (90) days, the Compensation for Basic Services may be equitably adjusted by Written Amendment. ARTICLE 10 OWNERSHIP OF DOCUMENTS AND DELIVERABLES 10.1 Ownership of Documents and Deliverables. Town shall be granted, at no additional cost, ownership of all drawings, specifications, plans, surveys, reports, technical memoranda, 11 testing protocol, designs, electronic databases and other documents or instruments identified as deliverables herein or which, by their nature, are designed to be delivered to Town under this Agreement. DESIGNER shall turn over to Town in good unaltered condition, reproducibles as described in Section 11.8 of all Deliverables prior to final payment, if not delivered earlier hereunder, or within seven (7) days after completion of Project or after termination if this Agreement is terminated for any reason. DESIGNER may retain one set of Deliverables for its records. 10.2 Termination. In the event of termination, for whatever reason, should Town use Documents or Deliverables for completion of the Project, Town shall, to the extent allowed by law and covered by insurance, indemnify and hold DESIGNER 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 Town or a contractor in connection with Towns improper use (or misuse) of Documents and Deliverables. 10.3 Other Projects. Documents and Deliverables may be used by Town for any reason not related to a Project undertaken pursuant to a Task Order without additional compensation to the DESIGNER. Such use of Documents and Deliverables by Town for other projects shall be at the full risk of Town and Town shall indemnify and hold DESIGNER 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 Town, its agents or employees, in connection with Towns improper use (or misuse) of Documents and Deliverables. ARTICLE 11 ADDITIONAL PROVISIONS 11.1 Dissemination of Information. Town takes efforts to assure that accurate information about the Town is disseminated such that neither the public trust nor the publics perception of Town impartiality is compromised. DESIGNER, mindful of those efforts, agrees that it shall not publicly disseminate any information concerning Services without prior approval of Town. Any approval by Town may be given with certain stipulations, such as Towns participation in the creation of the public product or Towns review and the option to refuse ultimate release of the final product should it fail to meet the Towns 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, sales promotion, professional papers or presentations, news releases, articles, or other media products, including social media, and/or DESIGNERS business collateral pieces. Notwithstanding the foregoing, the parties agree that DESIGNER may list Town as a reference in response to requests for proposal and may identify the Town as a customer in presentations to potential customers. 11.2 Limited Assignment/Delegation. This Agreement shall bind DESIGNER and its successors and permitted assigns. DESIGNER shall not assign or transfer its rights or interest in Agreement (including the right to payment), nor shall DESIGNER delegate its 12 duties under Agreement, without the Towns written consent, which the Town may grant or withhold in its sole discretion. The Towns consent shall not release DESIGNER of any obligation under Agreement and DESIGNER and permitted assigns shall be subject to all of Towns defenses. Any attempt to assign Agreement Task Order without the prior written approval of Town shall be void. If DESIGNER utilizes approved subcontractors, DESIGNER shall be responsible for the scheduling, completeness, quality, accuracy, and timeliness of all their work. Town has the right to request that any subcontractor be replaced due to unsatisfactory performance. 11.3 Governing Law. The parties acknowledge Agreement is a business contract subject to the provisions of N.C.G.S. Chapter 1G and agree that Agreement and the rights and duties of the Parties shall be governed by the laws of the State of North Carolina, without regards to conflict of laws provisions. The Parties further agree that any dispute arising from Agreement shall be litigated in the courts of the State of North Carolina and any and all suits or actions related to Agreement shall be brought exclusively in Wake County, North Carolina. Service of process may be effected by delivery by any method permitted under the N.C. Rules of Civil Procedure on the office or individual specified in Paragraph 19 Notice or on any officer of the Contractor. 11.4 Dispute Resolution. No services shall be delayed or postponed pending the resolution of any dispute unless Town otherwise agrees in writing. If and to the extent the project is subject to the dispute resolution requirement of N.C.G.S. 143-128(f1), then DESIGNER shall participate in the Towns dispute resolution process which shall be considered part of Basic Services unless specifically agreed otherwise herein. 11.5 Entire Agreement; Amendments to Agreement. This Agreement represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations, or agreements, either written or oral, including clickthrough agreements, clickwrap agreements, clickwrap licenses, or similar non-reciprocal agreements (collectively, clickthrough agreement). Agreement may be amended only by written amendment signed by both parties. Neither party may amend, or seek to amend, this Agreement by clickthrough agreement. 11.6 Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be enforceable without such provision. 11.7 Conduct. Town has adopted a Mission Statement and Statement of Values. To support these values, Town has published Working with the Town of CaryA Guide for Temporary Employees, Contractors, Consultants, and Volunteers. To the extent consistent with the terms and conditions of Agreement, DESIGNER agrees to support and abide by the policies and elements contained in the chapters titled Our Culture and Working with the Media in such publication. 11.8 Protocol for Documents and Deliverables. DESIGNER shall provide all Documents and Deliverables in electronic form to the Town in read-only MS-Windows compatible format 13 (including either screen readable .pdf or HTML formats). All drawings shall be CAD generated and shall be provided on electronic media downloadable onto an AutoCAD based system. In order to meet US Justice Department standards for Internet accessibility, all Deliverables (draft and final) intended for presentation on the Town of Carys Web site must be provided in a manner and format compatible, consistent, and in compliance with all Town technology standards. 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 DESIGNER notices any errors in electronic data provided to the Town under this Agreement, DESIGNER shall immediately notify Town, and if DESIGNER provided such electronic data, DESIGNER shall immediately replace same with correct versions thereof. 11.9 Notice. Whenever any provision of this Agreement or a Task Order requires the giving of written notice, unless otherwise provided in a particular Task Order, notice will be deemed to have been validly given if (i) delivered in person to the Project Manager, if to the Town, or to the Project Manager, or equivalent position, or officer/member of the entity that is the DESIGNER, if to the DESIGNER, or (ii) if delivered at or sent by a nationally recognized overnight courier service or overnight express mail or registered or certified mail, postage prepaid, to the Towns or DESIGNERS address. The date of said notice shall be the date of such delivery or mailing. The notice address for the Town shall be: __________ Department Town of Cary PO Box 8005 / 316 North Academy Street Cary, NC 27512 The notice address for the DESIGNER shall be: __________ __________ __________ 11.10 Gifts and Favors. DESIGNER shall become aware of and comply with laws related to gifts and favors, conflicts of interest and the like, including G.S. 14-234, G.S. 133-1, and G.S. 133-32. 11.11 Independent Contractor. DESIGNER is an independent contractor and is solely responsible for its Services and the supervision of its employees and permitted subcontractors. All persons assigned by DESIGNER to provide Services pursuant to this Agreement shall, for all purposes of this Agreement, be considered employees of DESIGNER only. DESIGNER shall assume the sole and exclusive responsibility for the payment of wages to individuals for services performed under this Agreement and the withholding of all applicable Federal, State, and local taxes, unemployment insurance, and 14 maintaining workers compensation coverage in an amount and under such terms as required by law. 11.12 Public Records. DESIGNER acknowledges that records made or received in connection with the transaction of public business are public records and subject to public records requests. Town may provide copies of such records, including copyrighted records, in response to public record requests, except that, upon request of and indemnification by DESIGNER, the Town 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). DESIGNER shall make Town aware of any public records requests made in regard to Services or this Agreement. 11.13 Resolving Discrepancies. Except as otherwise stated in Agreement, the provisions of Agreement take precedence in resolving any conflict, error, ambiguity or discrepancy between the provisions of the Agreement, its Attachments, and any Task Order hereunder and the provisions of any standard, specification, manual, code, or instruction of any technical society, organization, or association (collectively Other Standards), provided that if any of the Other Standards impose a more stringent standard or obligation upon DESIGNER than in the Agreement, its Attachments, or a Task Order, the Other Standards shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of this Agreement, its Attachments, or a Task Order and the Other Standards. 11.14 Electronic Version of Agreement. Town may convert a signed original of this Agreement and any Task Order hereunder to an electronic record pursuant to an approved North Carolina Department of Cultural Resources approved procedure and process for converting paper records to electronic records for record retention purposes. Such electronic record shall be deemed for all purposes to be an original signed Agreement or Task Order. 11.15 Verification of Work Authorization. DESIGNER, and all subcontractors, shall comply with Article 2, Chapter 64, of the North Carolina General Statutes. 11.16 No Third-Party Beneficiaries. There are no third-party beneficiaries to Agreement. 11.17 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. 11.18 Pre-Audit Requirement. This Agreement has not been fully executed and is not effective until the Preaudit Certificate (if required by NCGS 159-28) has been affixed and signed by the Town of Cary finance officer or deputy finance officer. 11.19 Performance of Government Functions. Nothing contained in this Agreement shall be deemed or construed so as to restrict or inhibit the Towns police powers or regulatory authority. 15 11.20 Principles of Interpretation and Definitions. In this Agreement, unless the context requires otherwise: (1) The singular includes the plural and the plural the singular. The pronouns it and its include the masculine and feminine. (2) References to statutes or regulations include all statutory or regulatory provisions consolidating, amending, or replacing the statute or regulation. References to contracts and agreements shall be deemed to include all amendments to them. The words include, including, etc., mean include, including, etc. without limitation. (3) References to a Section or section or paragraph shall mean a section or paragraph of this Agreement. (4) Contract and Agreement, whether or not capitalized, refer to this instrument. (5) Titles of sections, paragraphs, and articles are for convenience only, and shall not be construed to affect the meaning of this Agreement. (6) Duties includes obligations. (7) The word person includes natural persons, firms, companies, associations, partnerships, trusts, corporations, governmental agencies and units, and other legal entities. (8) The word shall is mandatory. (9) The word day means calendar day. (10) Normal business hours means Monday through Friday from 8:00a.m. until 5:00p.m. Eastern Standard Time. 11.21 Further Assurances. DESIGNER agrees that it will cooperate with Town and will execute and deliver, or cause to be delivered, all such other instruments, and will take all such other actions, as Town may reasonably request from time to time in order to effectuate the provisions and purposes of Agreement. 11.22 No Waiver of Immunity. Nothing in this Agreement shall be construed to mandate purchase of insurance by Town pursuant to N.C.G.S. 160A-485 or to in any way waive Town's defense of governmental immunity from any cause of action alleged or brought against any Party for any reason if otherwise available as a matter of law. No officer, agent, or employee of Town shall be subject to any personal liability by reason of the execution of this Agreement or any other documents related to the transactions contemplated hereby. Such officers, agents, or employees shall be deemed to execute this Agreement in their official capacities only, and not in their individual capacities. This section shall not relieve any such officer, agent, or employee from the performance of any official duty provided by law. 11.23 Federal Funds. DESIGNER shall make all necessary inquiries to correctly identify the source of funding for Agreement. If the source of funds for Agreement 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), unless a more stringent state or local law or regulation is 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 200.334); and Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment (2 C.F.R 200.216); and Domestic Preferences for Procurements (2 C.F.R 200.323). 16 11.24 Emergencies. Notwithstanding anything else in this Master Agreement, while federal, state, or local state(s) of emergency are in effect, or when a public health emergency has been declared, DESIGNER shall comply with all guidance and recommendations of the Centers for Disease Control, the State of North Carolina, Wake County, or Chatham County, unless mutually agreed to by Town and DESIGNER. 11.25 Electronic Signatures. DESIGNER acknowledges and agrees that the electronic signature application DocuSign may be used, at the sole election of the Town, to execute this Agreement and any associated documents. By selecting "I Agree," I Accept, or other similar item, button, or icon via use of a keypad, mouse, or other device, as part of the DocuSign application, DESIGNER consents to be legally bound by the terms and conditions of this Agreement and that such act constitutes DESIGNERS signature as if actually signed by DESIGNER in writing. DESIGNER also agrees that no certification authority or other third-party verification is necessary to validate its electronic signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of its electronic signature. DESIGNER acknowledges and agrees that delivery of a copy of this Agreement or any other document contemplated hereby, through the DocuSign application, will have the same effect as physical delivery of the paper document bearing an original written signature. Specifically incorporated into this Agreement are the following attachments, or if not physically attached, are incorporated fully herein by reference: Attachment A Basic Services; Hourly Rates Attachment B Insurance Certificate Attachment C RFQ Proposal Attachment D Town of Cary RFQ and Addendum Attachment E Town of Cary Task Order Template for Master Agreement In cases of conflict between this Agreement and any of the above incorporated attachments or references, the terms of this Agreement shall prevail. 17 IN WITNESS WHEREOF, the DESIGNER has executed the foregoing with the signature(s) of its duly authorized officer(s), and the Town has executed with the signature of its Town Manager or Designee. DESIGNER (Name) By: ____________________________________ (signature) Name: __________________________________ (typed or printed name) Title: ___________________________________ Date: ___________________________________ Town of Cary By: ____________________________________ (signature) Name: __________________________________ (typed or printed name) Title: ___________________________________ Date: ___________________________________ This instrument has been preaudited in the manner required by Local Government Budget and Fiscal Control Act. _______________________________ ____________________ Deputy Finance Officer Date 18 Attachment A Basic Services; Hourly Rates Any services described in Agreement as Basic Services are Basic Services to be provided to Town by DESIGNER. Additionally: the Town of Carys Request for Proposals, entitled ______________ Town of Cary Project _____, dated __________ ; and Sections_____/Pages ____ of DESIGNERS Proposal entitled ______________ and dated ______________ further describe Basic Services. Basic Services are further described below. Hourly rates are listed below. The listed rates shall be utilized for development of each Task Order and may not be adjusted throughout the contract period without amendment to this Master Agreement. 19 Attachment B Insurance Certificate [Attach Insurance Certificate Provided by PROFESSIONAL prior to executing agreement] 20 ATTACHMENT E TASK ORDER TEMPLATE TASK ORDER UNDER MASTER AGREEMENT FOR ON-CALL PROFESSIONAL SERVICES Master Agreement Contract Number: (INSERT CCN#) This Task Order (Task Order), made as of by and between the Town of Cary (hereafter, Town) and __________________ (DESIGNER). WITNESSETH WHEREAS, Town and DESIGNER entered into a Master Agreement for On-Call DESIGNER Services dated ____________ and include all Amendments/Date and insert here (Master Agreement); and WHEREAS, Town has determined it is in need of Services for ________ insert Project # and Title (Project), and DESIGNER desires to provide such Services. NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows. 1. Recitals, Purpose and Effective Date. The Recitals and the Master Agreement are incorporated into this Task Order. Each party represents and warrants that it has in its possession and is familiar with the Master Agreement, and agrees that such does not need to be attached to this Task Order. The purpose of this Task Order is to set forth specific terms and conditions pursuant to which DESIGNER shall provide Services for the Project. The Project is further identified on Attachment 1 Scope of Work attached hereto and incorporated herein by reference. The Effective Date of this Task Order is the date on which it is executed by the last to execute this Task Order. 2. Commencement and Termination. A. DESIGNERS services on Project shall commence upon a Notice to Proceed issued by Town or as otherwise provided in Attachment 1. B. If the Master Agreement terminates before the Services provided hereunder are completed, then and in that event the Master Agreement shall continue as to Project until such time as Project is satisfactorily completed. 3. Schedule, Milestone Dates. Project schedule, including date by which Services shall be completed, and all deliverables to be delivered is provided in Attachment 1. 4. Fee for Services. A. The fixed fee total compensation for Basic Services is provided in Attachment 1. 21 B. The fee for Additional Services, if any, shall be determined as provided in Attachment 1, or, if not so provided, as provided in Agreement. C. 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 with PDF attachment. Invoices not submitted following these instructions will result in delayed payment. 5. Key Personnel and Use of Subcontractors. A. DESIGNERS key personnel, including any permitted subcontractors and their key personnel, are provided in Attachment 1. B. No changes in DESIGNERS key personnel, subcontractors, or key personnel of subcontractors designated in this Task Order as those who will provide Services shall be permitted except with the prior written consent of Town, which consent shall not be unreasonably withheld. 6. Insurance. DESIGNER represents and warrants that all insurance requirements set forth in Agreement continue to be met. 7. Amendment. This Task Order may be amended only by written amendment of the parties. The Task Order and any documents incorporated below, represent the entire Task Order. Specifically incorporated into this Task Order are the following attachments, or if not physically attached, are incorporated fully herein by reference: List Attachments here In cases of conflict between this Task Order and any of the above incorporated attachments or references, the terms of this Task Order shall prevail. mailto:TownOfCaryAP@IPayables.com 22 IN WITNESS WHEREOF, the DESIGNER has executed the foregoing with the signature(s) of its duly authorized officer(s), and the Town has executed with the signature of its Town Manager or Designee. Designer -Insert Name By: (signature) Name: (typed or printed name) Title: _______________________________ Date: ________________________________ Town of Cary By: (signature) Name: (typed or printed name) Title: _______________________________ Date: ________________________________ This instrument has been preaudited in the manner required by Local Government Budget and Fiscal Control Act. _______________________________ ____________________ Deputy Finance Officer Date 23 ATTACHMENT 1 (Attach Contractors SOW) SCOPE OF WORK The Project is ____________________ The Basic Services are __________________ Project Schedule and Deliverables: Fixed Fee Total Compensation for Basic Services: Method of Determining Fee for Additional Services: Key Personnel: