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3 Revised 01/24 <br />3. Basic Services <br /> <br />a. Basic Services. <br />i) The Provider shall perform as Basic Services the work and services described <br />herein and as specified in the County’s and Town’s Request for Qualifications (the <br />“RFQ”) “RFQ Number A/E 25-006 for “Professional Services for a Site <br />Feasibility Study for a Combined Fire and EMS Facility in the Town of Chapel <br />Hill” issued May 28, 2025, and the Provider’s proposal, which are fully <br />incorporated and integrated herein by reference together as Attachments <br />(Attachment A - Stewart-Cooper-Newell Professional Services Proposal Dated 08- <br />15-2025 Rev 8-23, Attachment B AE25006 RFQ EMS Fire Station Feasibility <br />Study). In the event a term or condition in any referenced document or attachment <br />conflicts with a term or condition of this Agreement the term or condition in this <br />Agreement shall control. This document shall have preference; provided that where <br />either any exhibit attached hereto or this document establishes higher standards for <br />performance by either party, the higher standard, wherever located, shall apply. <br />Should such conflict arise the priority of documents shall be as follows: This <br />Agreement, the County’s and Town’s RFQ together with Attachment B AE25006 <br />RFQ EMS Fire Station Feasibility Study and AEs, Provider’s Proposal together <br />with Attachment A Stewart-Cooper-Newell Professional Services Proposal. <br /> <br />ii) The Basic Services will be performed by the Provider in accordance with the <br />following schedule: <br /> <br />Milestone Task Milestone Date Milestone Fee <br />1. Feasibility Study Phase 1 and 2 February 18, 2026 $62,665.00 <br /> <br /> <br /> <br />iii) Should the County and Town reasonably determine that Provider has not met the <br />Milestone Dates established in Section 3(a)(ii), the County and Town shall notify <br />Provider of the failure to meet the Milestone Date. The County and Town, at its <br />discretion may provide the Provider seven (7) days to cure the breach. County may <br />withhold the accompanying payment without penalty until such time as Provider <br />cures the breach. In the alternative, upon Provider’s failure to meet any Milestone <br />Date the County and Town may modify the Milestone Date schedule. Should <br />Provider or its representatives fail to cure the breach within seven (7) days, or fail <br />to reasonably agree to such modified schedule, County and Town may immediately <br />terminate this Agreement in writing, without penalty or incurring further obligation <br />to Provider. This section shall not be interpreted to limit the definition of breach to <br />the failure to meet Milestone Dates. <br /> <br />4. Duration of Services <br /> <br />a. Term. The term of this Agreement shall be from December 18, 2025, to June 30, 2026. <br /> <br />b. Scheduling of Services <br />i) The Provider shall schedule and perform its activities in a timely manner so as to <br />meet the Milestone Dates listed in Section 3. <br />Docusign Envelope ID: A95AD77D-3FE2-4525-8B82-5AE1F0400C77