4-C. ITB269-2026-211 Sample Contract.docx

Contract #: SCON261000XXXX

Pavement Marking Materials

Between the City of Charlotte (“City”) and {---Vendor Legal Name---}, (“{---Vendor Reference Name---}”)

This cover sheet (“Cover Sheet”) and each of the attachments listed below (“Attachments”) together comprise a Pavement Marking Materials (the “Contract”) entered into as of the Effective Date, between {---Vendor Legal Name---} a {---Vendor State of Incorporation---} {---Vendor Entity Type---} registered to do business in North Carolina and the City of Charlotte, a North Carolina municipal corporation:

Product Purchase Terms and Warranty General Conditions Price Schedule

Specifications Confidentiality Terms Pricing Sheet

Products. {---Vendor Reference Name---} agrees to provide the products and services described in the Attachments (“Products” and “Services”) under the terms and conditions stated in this Contract.

Compensation. The City will pay for the Products and Services at the prices set forth in the Price Schedule. These prices shall remain firm for the duration of this Contract, unless otherwise stated in the Price Schedule.

Payment Cap: Notwithstanding any renewal, the City’s payment obligations under this Contract shall not exceed: $500,000 (the “Payment Cap”) absent a written amendment executed by the City.

Capitalized terms used in this Contract have the meanings assigned in this Contract Email invoices to: cocap@charlottenc.gov

-or- Mail invoices to the following:

City of Charlotte A/P

Attn:

P.O. Box 37979

Charlotte, NC 28237-7979

Each invoice shall include the purchase order number and Contract Number and shall be accompanied by a sales tax statement or shall have the sales tax amount shown clearly, along with the invoice total, on the face of the invoice.

By signing below, the parties accept and agree to the terms set forth in this Contract.

Print Name:

Title: Date:

PURCHASE TERMS

Contract #: SCON261000XXXX Vendor #: {---Vendor Number---}

This Attachment is incorporated into the Pavement Marking Materials (“Contract”) between the City of Charlotte (“City”) and {---Vendor Legal Name---} (“{---Vendor Reference Name---}”). Capitalized terms not defined in this Attachment will have the meanings stated in the Contract.

1. Products. {---Vendor Reference Name---} agrees to sell to the City the products identified in the Price Schedule Attachment (the “Products”) for the prices stated therein in such quantities as the City may specify from time to time through the issuance of City Purchase Orders (“POs”). {---Vendor Reference Name---} further agrees to provide to the City the warranty and other services set forth in the Attachments (“Services”). This Contract requires no minimum purchase and imposes no financial obligation on the City, absent the City’s issuance of a PO. The City is entitled to purchase the same or similar products from other suppliers.

2. Options and Accessories. The City may in its discretion purchase services and accessories not specified in this Contract, to the extent the City is authorized by law to do so without a formal bid process.

3. Delivery. {---Vendor Reference Name---} agrees to deliver the Products within the time frame stated in the attachments, and acknowledges that time is of the essence to the City. Delivery shall be to the City location specified in the PO. All delivery costs shall be borne by {---Vendor Reference Name---} . {---Vendor Reference Name---}’s Bid shall be deemed a binding commitment of the {---Vendor Reference Name---} to meet the delivery time stated herein unless the Bid specifically takes exception. If such delivery time is not met, the City shall be entitled to terminate the Contract immediately for default and/or exercise any other remedies available at law or in equity.

4. Title / Risk of Loss. Title to and risk of loss of the Product shall pass to the City upon delivery the City location specified in the PO.

5. Warranty.

6. Transfer of Warranties. Without limiting {---Vendor Reference Name---}’s obligations to provide warranty Services or the Maintenance Services, {---Vendor Reference Name---} hereby assigns and transfers to the City all warranties from any third party suppliers covering the Product, including any embedded software. {---Vendor Reference Name---} will provide copies of such warranties to the City with delivery of the applicable Product. While {---Vendor Reference Name---} shall be entitled to have such warranty work performed by its supplier, {---Vendor Reference Name---} shall remain responsible for providing the Warranty Service.

7. Replacement Products. {---Vendor Reference Name---} shall execute all documents necessary to evidence the City’s title to the Product, including replacement Product provided under the Warranty.

8. Compliance with Laws: All Products and Services delivered under this Contract shall be in compliance with all applicable federal, state and local laws, regulations and ordinances. In performing the Contract, {---Vendor Reference Name---} shall obtain and maintain all licenses and permits, and comply with all federal, state and local laws, regulations and ordinances.

9. Quality. Unless this Contract specifically states otherwise for a particular item, all components used to manufacture or construct any supplies, materials or equipment or Products provided under this Contract shall be: (a) new; (b) the latest model; (c) of the best quality and highest grade workmanship; and (d) in compliance with all applicable federal, state and local laws, regulations and requirements. The term “new”, that the item has been recently produced and has not been previously sold or used.

Whenever this Contract states that a Product or Service shall be in accordance with laws, ordinances, building codes, underwriter’s codes, applicable A.S.T.M. regulations or similar expressions, the requirements of such laws, ordinances, etc., shall be construed to be minimum requirements that are in addition to any other requirements that may be stated in this Contract.

10. Design Requirement. All Products and Services shall meet the Specifications set forth in the Specifications Attachment.

11. Preparation For Delivery

a. Condition and Packaging. All containers/packaging shall be suitable for handling, storage or shipment, without damage to the contents. {---Vendor Reference Name---} shall make shipments using the minimum number of containers consistent with the requirements of safe transit, available mode of transportation routing. {---Vendor Reference Name---} will be responsible for confirming that packing is sufficient to assure that all the materials arrive at the correct destination in an undamaged condition ready for their intended use.

b. Marking. All cartons shall be clearly identified with the City purchase order number and the name of the department making the purchase. Packing lists must be affixed to each carton identifying all contents included in the carton. If more than one carton is shipped, each carton must be numbered and must state the number of that carton in relation to the total number of cartons shipped (i.e. 1 of 4, 2 of 4, etc.).

c. Shipping. {---Vendor Reference Name---} shall ship all orders FOB Destination. No shipping charges allowed.

12. Acceptance: The Products delivered under this Contract shall remain the property of {---Vendor Reference Name---} until the City physically inspects, actually uses and accepts the Products. In the event Products provided to the City do not comply with the Contract, the City shall be entitled to terminate the Contract upon written notice to {---Vendor Reference Name---} and return such Products (and any related goods) to {---Vendor Reference Name---} at {---Vendor Reference Name---} ’s expense. In the event the Services provided under this Contract do not comply with the Contract, the City reserves the right to cancel the Service and rescind any related purchase of products upon written notice to {---Vendor Reference Name---} . The remedies stated in this Section are in addition to and without limitation of any other remedies that the City may have under the Contract, at law or in equity.

13. Reserved.

14. Documentation: For all Products purchased under this Contract {---Vendor Reference Name---} will provide written or electronic Documentation that is complete and accurate, and sufficient to enable City employees with ordinary skills and experience to utilize such Products for the purpose for which the City is acquiring them.

15. No Liens: All Products shall be delivered and shall remain free and clear of all liens and encumbrances.

16. No Advertisement: No manufacturer or dealer shall advertise on Products delivered to the City without prior approval by the City.

17. Price Adjustments. The prices stated in the Price Schedule shall remain fixed for the Initial Term.

If {---Vendor Reference Name---} ’s unit prices for any Products and/or Services should decrease, {---Vendor Reference Name---} shall provide the affected Products and/or Services at the lower discounted price. {---Vendor Reference Name---} will provide the City with prompt written notice of all decreases in unit prices.

If a Product becomes unavailable, or if a new Product becomes available, {---Vendor Reference Name---} will promptly send the City a proposed revised version of the Price Schedule. The City reserves the right to add or delete items to this Contract if particular items should become discontinued or an upgraded item becomes available to the industry market. Any new or replacement items added may be subject to bid statute requirements.

Price Increases Based on Cost of Materials For any renewal term, prices shall not increase unless the City approves a price adjustment in writing in accordance with the following:

a. Price increases shall only be allowed when justified in the City’s sole discretion based on legitimate, bona fide increases in the cost of materials. No adjustment shall be made to compensate {---Vendor Reference Name---} for inefficiency in operation, increase in labor costs, or for additional profit.

b. To obtain approval for a price increase, {---Vendor Reference Name---} shall submit a written request to the City, together with written documentation sufficient to demonstrate that the increase is necessary based on a legitimate increase in the cost of materials. The request must state and fully justify the proposed price increase per unit over the price originally proposed.

c. No proposed price increase shall be valid unless accepted by the City in writing. The City may approve such price increase for the remaining term of the Contract or for a shorter specified period, in the City’s sole discretion. If the City rejects such price increase, {---Vendor Reference Name---} shall continue performance of the Contract.

d. If the City approves a price increase pursuant to this Section and the market factors justifying the increase shift so that the increase is no longer justified, the City shall have the right to terminate the price increase and revert back to the prices that were in effect immediately prior to the increase. {---Vendor Reference Name---} shall notify the City in writing if the market factors on which the City granted the increase change such that the City’s reasons for granting the increase longer apply.

18. City Materials and Data Treated as Confidential. {---Vendor Reference Name---} will treat as confidential information all data and materials provided by or processed for the City in connection with this Contract. {---Vendor Reference Name---} will not reproduce, copy, duplicate, disclose, or in any way treat the data supplied by the City in any manner except that contemplated by this Contract.

19. Work on City’s Premises. Whenever on City premises, {---Vendor Reference Name---} will obey all instructions and City policies applicable to City employees and contractors that {---Vendor Reference Name---} is made aware of. If {---Vendor Reference Name---} causes damage to the City’s equipment or facilities, {---Vendor Reference Name---} will promptly repair or replace such damaged items at {---Vendor Reference Name---}’s expense.

20. Background Checks.

a. BACKGROUND CHECKS REQUIRED PRIOR TO WORK. Prior to starting work under this Contract, {---Vendor Reference Name---} will conduct a background check on each {---Vendor Reference Name---} employee assigned to work under this Contract and will require its subcontractors (if any) to perform a background check on each of their employees assigned to work under this Contract (collectively, the “Background Checks”). Each Background Check must include: (a) the person’s criminal conviction record from the states and counties where the person lives or has lived in the past seven (7) years; and (b) a reference check.

b. NEW CHECKS REQUIRED EACH YEAR AND PRIOR TO NEW PROJECTS. After starting work under this Contract, {---Vendor Reference Name---} will, on an annual basis, perform a Background Check for each {---Vendor Reference Name---} employee assigned to work under this Contract during that year, and will require its subcontractors (if any) to do the same for each of their employees. If {---Vendor Reference Name---} undertakes a new project under this Contract, then prior to commencing performance of the project {---Vendor Reference Name---} will perform a Background Check for each {---Vendor Reference Name---} employee assigned to work on the project, and will require its subcontractors (if any) to do the same for each of their employees.

c. ADDITIONAL INVESTIGATION OF CERTAIN EMPLOYEES. If a person’s duties under this Contract fall within the categories described below, the Background Checks that {---Vendor Reference Name---} will be required to perform (and to have its subcontractors perform) shall also include the following additional investigation:

· If the job duties require driving: A motor vehicle records check.

· If the job duties include responsibility for initiating or affecting financial transactions: A credit history check.

· If job duties include entering a private household or interaction with children: A sexual offender registry check.

d. COMPLIANCE WITH APPLICABLE LAW. {---Vendor Reference Name---} must follow all State and Federal laws when conducting Background Checks, including but not limited to the Fair Credit Reporting Act requirements, and shall require its subcontractors to do the same.

e. DUTY TO REPORT INFORMATION TO CITY. {---Vendor Reference Name---} shall notify the City of any information discovered in the Background Checks that may be of potential concern for any reason.

f. CHECKS CONDUCTED BY CITY. The City may conduct its own background checks on principals of {---Vendor Reference Name---} as the City deems appropriate. By operation of the public records law, background checks conducted by the City are subject to public review upon request.

21. Billing Records. During the term of this Contract and for three (3) years after it terminates, {---Vendor Reference Name---} will keep documentation sufficient to verify the amounts billed to the City. The City has the right to audit {---Vendor Reference Name---} ’s time cards, invoices, reports and other documents relating to amounts charged under this Contract, and will not be required to pay for: (a) any time billed that was excessive in light of the result achieved, or (b) any Products or Services that did not meet the standards and requirements referenced in this Contract. {---Vendor Reference Name---} agrees to make such documents available for inspection and copying by the City in Charlotte, North Carolina between the hours of 9:00 a.m. to 5:00 p.m. Monday through Friday, within ten (10) days after the City requests them. The City shall pay its own expenses relating to such audits, but shall not have to pay any expenses or additional costs of {---Vendor Reference Name---}. However, if non-compliance is found that would have cost the City in excess of $10,000 but for the audit, then {---Vendor Reference Name---} shall be required to reimburse the City for the cost of the audit.

0. COMPLIANCE WITH SECURITY MEASURES. To the extent applicable based on the scope of the work provided by Company, Company acknowledges and agrees that:

0. The City’s Aviation Department has offices in the secured area of the Terminal, access to which is subject to security measures imposed by the United States (“Security Plan”) and enforced by the Transportation Security Administration;

0. Access to the Aviation Department, to the airfield or other secured area by Company’s officers and employees shall be limited to and conditioned upon compliance with the Security Plan as it exists upon the effective date of this Contract, and as may be modified from time to time;

0. Company’s officers and employees who need regular access to the secured areas will have to apply for and qualify for security identification badges (“Security Badges”) issued by the Aviation Director; and

0. City shall not be liable to Company for any diminution or deprivation of Company’s rights hereunder on account of the inability or delay of Company or his officers or employees to obtain a Security Badge, regardless of the reason.

0. Company shall comply and ensure its employees comply with the Airport’s Security Standards and AOA Standards, as amended from time to time, which can be found at www.cltairport.com/credentialing

Vendor #: {---Vendor Number---}

GENERAL CONDITIONS

This Attachment is incorporated into the Pavement Marking Materials (“Contract”) between the City of Charlotte (“City”) and {---Vendor Legal Name---} (“{---Vendor Reference Name---}”). Capitalized terms not defined in this Attachment will have the meanings stated in the Contract.

1. PAYMENT TERMS. The City will pay undisputed, properly submitted invoices within thirty (30) days after receipt. As a condition of payment, {---Vendor Reference Name---} must invoice the City for Services within sixty (60) days after the Products have been delivered or Services are performed. {---Vendor Reference Name---} WAIVES THE RIGHT TO CHARGE THE CITY FOR ANY PRODUCTS OR SERVICES THAT HAVE NOT BEEN INVOICED WITHIN SIXTY (60) DAYS AFTER SUCH PRODUCTS WERE DELIVERED OR SERVICES WERE RENDERED.

2. TAXES. North Carolina law requires that {---Vendor Reference Name---} collect and remit sales tax on this Contract, even though the purchaser is the City. {---Vendor Reference Name---} shall itemize state and local sales taxes on each invoice as separate charges to the City.

3. TERMINATION FOR CONVENIENCE. For any reason or no reason, the City may terminate this Contract at any time by giving thirty (30) days written notice to {---Vendor Reference Name---}. The City shall only pay for Products and Services rendered through the date of termination, subject to {---Vendor Reference Name---}’s compliance with Section 8 (Obligations on Termination Section). {---Vendor Reference Name---} shall terminate and/or cancel all subcontracts and orders outstanding for such services and products that it is legally entitled to cancel.

4. TERMINATION FOR CAUSE OR DEFAULT. Without limiting any other termination rights set forth in this Contract, either party may terminate this Contract for default if the other party fails to cure a material breach or fails to fulfill its duties, covenants, or obligations as described in the Contract within thirty (30) days after receipt of written notice that identifies the breach and the intent to terminate if not cured. In addition, the City may terminate this Contract for default without a cure period if {---Vendor Reference Name---}:

4.1. makes a misrepresentation or provides misleading information in connection with the solicitation, or any provision contained in this Contract;

4.2. attempts to assign, terminate or cancel this Contract except as prescribed;

4.3. ceases to do business, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy or has an involuntary bankruptcy petition filed against it (except in connection with a reorganization under which the business of such party is continued and performance of all its obligations under this Contract shall continue), or if a receiver, trustee or liquidator is appointed for it or any substantial part of other party’s assets or properties; or

4.4. acts in a way that creates a risk to safety or causes or is likely to cause the City to incur property damage, fines, or penalties.

5. TERMINATION CONVERSION. If the Contract is terminated by the City for cause but it is later conclusively determined that {---Vendor Reference Name---} has not in fact defaulted, the termination shall be deemed to have been effected for the convenience of the City and {---Vendor Reference Name---} shall be paid through the date of the termination

6. AUTHORITY TO TERMINATE. Authority to terminate this Contract on behalf of the City rests with the City Manager and Deputy City Manager, or any designee of the forgoing having the same level of delegated signature authority as would have been required to execute the Contract.

7. OBLIGATIONS ON TERMINATION. Upon expiration or termination of this Contract, {---Vendor Reference Name---} will promptly provide to the City, at no cost, (i) all data, materials, software, and equipment provided to {---Vendor Reference Name---} by or on behalf of the City; (ii) all deliverables that are completed or in process as of the date of termination; and (iii) a statement of all Services performed through termination, together with such detail and documentation as is otherwise required under this Contract for payment. The expiration or termination of this Contract shall not relieve either party of its obligations regarding “Confidential Information”, as defined in the Section titled Confidentiality Terms. Any termination shall not relieve {---Vendor Reference Name---} of the obligation to pay any fees, taxes or other charges then due to the City. Termination shall not relieve the {---Vendor Reference Name---} from any claim for damages previously accrued or then accruing against {---Vendor Reference Name---}. In the event that the City disputes in good faith an allegation of default by {---Vendor Reference Name---}, notwithstanding anything to the contrary in this Contract, the {---Vendor Reference Name---} agrees that it will not terminate this Contract or suspend or limit the delivery of the Work or any warranties or repossess, disable or render unusable any Software supplied by the {---Vendor Reference Name---}, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise.

8. NO SUSPENSION. In the event that the City disputes in good faith an allegation of default by {---Vendor Reference Name---}, notwithstanding anything to the contrary in this Contract, {---Vendor Reference Name---} agrees that it will not terminate this Contract or suspend or limit the delivery of Products or Services or any warranties or repossess, disable or render unusable any software supplied by {---Vendor Reference Name---}, unless (i) the parties agree in writing, or (ii) an order of a court of competent jurisdiction determines otherwise.

9. REPRESENTATIONS AND WARRANTIES. {---Vendor Reference Name---} represents, warrants, and covenants that: (a) The Products and Services shall comply with all requirements set forth in this Contract, including but not limited to the Attachments; (b) All work performed by the {---Vendor Reference Name---} and/or its subcontractors pursuant to this Contract shall meet industry accepted standards, and shall be performed in a professional and workmanlike manner by staff with the necessary skills, experience and knowledge; (c) Neither the Products, nor any Services provided by the {---Vendor Reference Name---} under this Contract will infringe or misappropriate any patent, copyright, trademark or trade secret rights of any third party; (d) {---Vendor Reference Name---} and each of its subcontractors have complied and shall comply in all material respects with all applicable federal, state and local laws, regulations and guidelines relating to the performance of this Contract or to the products and services delivered hereunder, including but not limited to E-Verify, and shall obtain all applicable verifications, permits, and licenses; (e) {---Vendor Reference Name---} is a duly organized and validly existing entity of the type set forth in the first paragraph of this Contract, is in good standing under the laws of the state specified in the first paragraph of this Contract, and is registered to do business in North Carolina; (f) {---Vendor Reference Name---} has the requisite power and authority to execute and perform this Contract; and (g) neither the execution nor the performance of this Contract will violate any third party contractual rights. {---Vendor Reference Name---} and each person signing this Contract for {---Vendor Reference Name---} represents and warrants that the execution, delivery, and performance of this Contract have been duly authorized by {---Vendor Reference Name---}. Additional warranties may be set forth in the Attachments.

10. REMEDIES.

10.1. Right to Withhold Payment. The City is entitled to setoff and deduct from any amounts owed to {---Vendor Reference Name---} under this Contract all damages and expenses incurred due to the {---Vendor Reference Name---}’s breach. If {---Vendor Reference Name---} breaches any provision of this Contract, the City may elect to withhold a portion of or all payments due until the breach has been fully cured. The City may obtain performance of the work elsewhere.

10.2. Misappropriation or Infringement Breach. In the event of a violation, misappropriation or infringement of any copyright, trademark, patent, trade secret or other proprietary rights with respect to the work provided under this Contract, in addition to the indemnification obligation under the Contract, {---Vendor Reference Name---} shall (i) procure the right for the City to use the infringing product or service; or (ii) repair or replace the infringing product or service so that it is no longer infringing so long as such modification does not adversely affect the Contract.

10.3. Other Remedies.

The election of one remedy does not waive other legal or equitable remedies that a party may pursue. The remedies enumerated herein are in addition to any other remedy available at law or in equity, such as the right to cover.

10.4. Reserved

11. RIGHT TO COVER. If {---Vendor Reference Name---} fails to comply with any term or condition of the Contract or the {---Vendor Reference Name---}’s response to the ITB, the City may take any of the following actions with or without terminating the Contract, and in addition to and without limiting any other remedies it may have:

11.1. Employ such means as it may deem advisable and appropriate to obtain the applicable Products and/or Services (or reasonable substitutes) from a third party; and

11.2. Recover from {---Vendor Reference Name---} the difference between what the City paid for such Products and/or Services on the open market and the price of such Products and/or Services under the Contract or the {---Vendor Reference Name---}’s response to the ITB.

12. INDEMNIFICATION. To the fullest extent permitted by law, {---Vendor Reference Name---} shall indemnify, defend, and hold harmless the City and the City’ officials, employees, and agents from and against any claims, losses, damages, fines, penalties, royalties, obligations, liabilities, and expenses, including but not limited to reasonable attorneys' fees to the extent that they arise from actual or alleged:

12.1. Breach of contract, negligence or willful misconduct by {---Vendor Reference Name---} or any of {---Vendor Reference Name---}’s agents, employees, or subcontractors, including but not limited to any liability caused by an accident or other occurrence resulting in bodily injury, death, sickness, or disease to any person(s) or damage to or destruction of any property whether real, personal, or intangible, and including data and other intellectual property;

12.2. Violation of any federal, state, or local law, ordinance, rule, regulation, guideline, or standard by {---Vendor Reference Name---} or its employees or subcontractors, or by any service, product, or deliverable provided under this Contract;

12.3. Violation, misappropriation, or infringement of any copyright, trademark, patent, trade secret, or other proprietary rights with respect to any services products or deliverables provided under this Contract (“Infringement Claims”);

If an Infringement Claim occurs, {---Vendor Reference Name---} will either: (i) procure for the City the right to continue using the affected product or service; or (ii) repair or replace the infringing product or service so that it becomes non-infringing, provided that the performance of the overall product(s) and service(s) provided to the City shall not be adversely affected by such replacement or modification. If {---Vendor Reference Name---} is unable to comply with the preceding sentence within thirty days after the City is directed to cease use of a product or service, {---Vendor Reference Name---} shall promptly refund to the City all amounts paid under this Contract.

In any case in which {---Vendor Reference Name---} provides a defense to the City pursuant to this indemnity, the defense will be provided by attorneys reasonably acceptable to the City. The provisions of this Contract regarding indemnity will survive the expiration or termination of this Contract.

If this Contract is funded in full or in part by federal funds, the indemnity rights granted to the City in this Contract shall also extend to the U.S. Government agency that extends such funding, and to the agency’s officers, officials, employees, agents, and independent contractors (excluding {---Vendor Reference Name---}.

13. INSURANCE.

{---Vendor Reference Name---} shall provide and maintain at its expense during the term of this Contract the following program(s) of insurance covering its operations. Such insurance shall be provided by insurer(s) qualified to do business in North Carolina, have a rating at least “A-“ by A.M. Best, and be satisfactory to the City as approved by the City's Risk Management Division. Evidence of such programs satisfactory to the City shall be delivered to the City on or before the effective date of this Contract and prior to commencing any work hereunder. Such policy shall list “City of Charlotte, 600 East Fourth St. Charlotte, NC 28202” as an additional insured for operations or services, rendered under this Contract. City is to be given written notice within thirty (30) days of any termination of any program of insurance.

{---Vendor Reference Name---}‘s insurance shall be primary of any self-funding and/or insurance otherwise carried by the City for all loss or damages arising from {---Vendor Reference Name---}‘s operations under this Contract. If any of the coverage conditions are met by a program of self-insurance, {---Vendor Reference Name---} must submit evidence of the right to self-insure as provided by the State of North Carolina.

{---Vendor Reference Name---} and each of its subcontractors shall and does waive all rights of subrogation against the City and each of its indemnified parties. The City shall be exempt from, and in no way liable or responsible for any sums of money that may represent a deductible or self-insured retention in any insurance policy of {---Vendor Reference Name---} or its subcontractors.

The following insurance is required under this Contract:

(a) Automobile Liability Evidence of current automobile insurance (attach copy of automobile policy declaration page(s)) or submit a current certificate of insurance, showing the vehicles covered and coverage amounts as the appropriate one of the following:

i. If {---Vendor Reference Name---} owns or leases commercial vehicles to provide goods or perform a service under this Contract, Automobile Liability must be provided at a limit of not less than $1,000,000 per occurrence/aggregate, combined single limit, each occurrence, for bodily injury and property damage liability covering all owned, non-owned, and hired vehicles.

ii. If {---Vendor Reference Name---} does not own or lease any vehicles but is using their personal vehicles to perform a service under this Contract, primary Personal Automobile Liability may be provided at limits not less than $100,000 each person, $300,000 each accident and property damage liability of $50,000.

(b) Commercial General Liability Bodily injury and property damage liability as shall protect {---Vendor Reference Name---} and any subcontractor performing work under this Contract from claims of bodily injury or property damage which arise from operation of this Contract whether such operations are performed by Company, any subcontractor or any person directly or indirectly employed by either. The amounts of such insurance shall not be less than $1,000,000 bodily injury each occurrence/aggregate and $1,000,000 property damage each occurrence/aggregate or $1,000,000 bodily injury and property damage combined single limits each occurrence/aggregate. This insurance shall include coverage for products/completed operation, personal and advertising injury liability, and contractual liability assumed under the indemnity provision of this Contract.

(c) Workers’ Compensation Insurance Insurance meeting the statutory requirements of the State of North Carolina and any applicable Federal laws; and, Employers’ Liability - $100,000 per accident limit, $500,000 disease per policy limit, $100,000 disease each employee limit. If {---Vendor Reference Name---} does not employ more than 2 full time employees, {---Vendor Reference Name---} must attest this fact on company letterhead and include such letter in this Contract.

14. NOTICE. Any notice, consent, waiver, authorization, or approval referenced in this Contract must be in writing, and delivered in person, by U.S. mail, overnight courier or electronic mail to the City and {---Vendor Reference Name---} Contacts identified on the Cover Sheet (or as updated in writing from time to time). Notice of breach, default, termination, prevention of performance, delay in performance, modification, extension, or waiver must also be copied to the recipients listed below (the “Official Notice Recipients”), and if sent by electronic mail shall also be simultaneously sent by mail deposited with the U.S. Postal Service or by overnight courier:

Mandana Vidwan

City Attorney’s Office

600 East Fourth Street

Charlotte, NC 28202

704-336-2254

Mandana.Vidwan@charlottenc.gov

Cheryl Wright

Dept of Contracting and Procurement

600 East Fourth Street 12th Floor

Charlotte, NC 28202

(980) 475-9537

Cheryl.Wright@charlottenc.gov

{---Vendor Primary Contact Name---}

{---Vendor Legal Name---}

{---Vendor Street1---} {--Vendor Street2--}

{---Vendor City, State, Zip---}

{---Vendor Office Phone---}

{---Vendor Email Address---}

Notice shall be effective upon receipt by the intended recipient. The parties may change their Official Notice Recipients by written notice to the other party.

15. NON-APPROPRIATION OF FUNDS. If City Council does not appropriate the funding needed by the City to make payments under this Contract for a given fiscal year, the City will not be obligated to pay amounts due beyond the end of the last fiscal year for which funds were appropriated. In such event, the City will promptly notify {---Vendor Reference Name---} of the non-appropriation and this Contract will be terminated at the end of the last fiscal year for which funds were appropriated. No act or omission by the City that is attributable to non-appropriation of funds shall constitute a breach of or default under this Contract.

16. REQUIRED BY CITY ORDINANCE: COMMERCIAL NON-DISCRIMINATION. {---Vendor Reference Name---} agrees to comply with the Non-Discrimination Policy set forth in Chapter 2, Article V of the Charlotte City Code, which is available for review at http://library.municode.com/index.aspx?clientId=19970 and incorporated herein by reference. {---Vendor Reference Name---} consents to be bound by the award of any arbitration conducted thereunder.”

17. REQUIRED BY STATE LAW.

18. CHARLOTTE BUSINESS INCLUSION PROGRAM. The City has adopted a CBI Policy, which is posted on the City’s website at https://charlottenc.gov/GS/procurement/cbi/Pages/default.aspx. The parties agree that:

18.1. That Charlotte Business Inclusion Program Policy (“CBI Policy”) and its Administrative Procedures Manual (“CBI Manual”) are posted on the City’s website and available in hard copy form upon request. Both the CBI Policy and CBI Manual comprise the CBI Program.

18.2. The terms of the CBI Program, as revised from time-to-time, are incorporated into this Agreement by reference; and

18.3. A violation of the CBI Program shall constitute a material breach of this Agreement and shall entitle the City to exercise any of the remedies set forth in the CBI Program, including but not limited to liquidated damages.

18.4. The City will incur damages if the {---Vendor Reference Name---} violates the CBI Program, including but not limited to loss of goodwill, detrimental impact on economic development, and diversion of internal staff resources. The parties further acknowledge and agree that the damages the City might reasonably be anticipated to incur as a result of such failures are difficult to ascertain due to their indefiniteness and uncertainty. Accordingly, the {----Vendor Reference Name---} agrees to pay the liquidated damages assessed by the City at the rates set forth in the CBI Program for each specified violation. The {---Vendor Reference Name---} further agrees that for each specified violation the agreed upon liquidated damages are reasonably proximate to the loss the City will incur as a result of such violation. The City will incur costs if {---Vendor Reference Name---} violates the CBI Policy, and such costs are difficult to ascertain due to their indefiniteness and uncertainty. Accordingly, {---Vendor Reference Name---} agrees to pay the City liquidated damages at the rates set forth in the CBI Policy.

18.5. Without limiting any of the other remedies the City has under the CBI Program, the City shall be entitled to withhold periodic payments and final payment due to the {---Vendor Reference Name---} under this Agreement until the City has received in a form satisfactory to the City all claim releases, payment affidavits and other documentation required by the CBI Program. In the event payments are withheld under this provision, the {---Vendor Reference Name---} waives any right to interest that might otherwise be warranted on such withheld amount under North Carolina General Statutes Section 143-134.1.

18.6. The remedies set forth in the CBI Program shall be deemed cumulative and not exclusive and may be exercised successively or concurrently, in addition to any other available remedy.

18.7. The {---Vendor Reference Name---} agrees to participate in any dispute resolution process specified by the City from time-to-time for the resolution of disputes arising from the CBI Program

18.8. Nothing in this Section shall be construed to relieve {---Vendor Reference Name---} from any obligation it may have under N.C. Gen. Stat. 143-134.1 regarding the payment of subcontractors.

18.9. LETTERS OF INTENT. {---Vendor Reference Name---} acknowledges that it will be required to execute one or more letters of intent on or prior to the Effective Date. Each letter of intent will list the subcontractor (MWSBE) vendor name and the amount that {---Vendor Reference Name---} has committed to spend with the subcontractor. The letter(s) of intent will be submitted in such format as the City shall determine. {---Vendor Reference Name---} consents to submit its letter(s) of intent via the City’s selected electronic compliance management system, at the City’s option. The letter(s) of intent shall be deemed to be incorporated into this Contract when submitted by {---Vendor Reference Name---} and accepted by the City. Any changes to letters of intent or any new letters of intent will also be deemed incorporated into this Contract when submitted by {---Vendor Reference Name---} and accepted by the City.

18.10. PAYMENTS TO MWSBEs. {---Vendor Reference Name---} shall abide by N.C. Gen. Stat. §143-134.1 (b) and within seven (7) days of receipt by the prime contractor of each periodic or final payment, the prime contractor shall pay the subcontractor based on work completed or service provided under the subcontract. Furthermore, if {---Vendor Reference Name---} has made a Quick Pay Commitment under the CBI Program, {---Vendor Reference Name---} shall comply with any provisions of the Quick Pay Commitment that are more stringent than N.C. Gen. Stat. §143-134.1 (b), but shall also remain bound by N.C. Gen. Stat. §143-134.1(b).

18.11. PAYMENT REPORTING. As a condition to receiving payments under this Contract, {---Vendor Reference Name---} agrees to submit any payment record into InclusionCLT, or any subsequent system designated by the City, detailing the amounts paid by {---Vendor Reference Name---} to all subcontractors and suppliers receiving payment in connection with this Contract.

18.12.

19. SUBCONTRACTING UTILIZATION. {---Vendor Reference Name---} has committed to subcontract for supplies and/or services from City Certified Small Business Enterprises (SBEs), and/or City Registered Minority Business Enterprises (MBEs) and Woman Business Enterprises (WBEs) for the duration of the Contract, as follows:

{---Vendor Reference Name---} shall not terminate, replace or reduce the work of an MWSBE without providing written notice to the city as outlined in the CBI Policy. Failure of {---Vendor Reference Name---} to fulfill these utilization requirements shall constitute a material breach of this Contract, and shall entitle the City to exercise any of the remedies set forth in the CBI Policy, including but not limited to liquidated damages.

19.1. LETTERS OF INTENT. {---Vendor Reference Name---} acknowledges that it will be required to execute one or more letters of intent on or prior to the Effective Date. Each letter of intent will list the subcontractor (MWSBE) vendor name and the amount that {---Vendor Reference Name---} has committed to spend with the subcontractor. The letter(s) of intent will be submitted in such format as the City shall determine. {---Vendor Reference Name---} consents to submit its letter(s) of intent via the City’s selected electronic compliance management system, at the City’s option. The letter(s) of intent shall be deemed to be incorporated into this Contract when submitted by {---Vendor Reference Name---} and accepted by the City. Any changes to letters of intent or any new letters of intent will also be deemed incorporated into this Contract when submitted by {---Vendor Reference Name---} and accepted by the City.

19.2. PAYMENTS TO MWSBEs. {---Vendor Reference Name---} shall abide by N.C. Gen. Stat. §143-134.1 (b) and within seven (7) days of receipt by the prime contractor of each periodic or final payment, the prime contractor shall pay the subcontractor based on work completed or service provided under the subcontract. Furthermore, if {---Vendor Reference Name---} has made a Quick Pay Commitment under the CBI Program, {---Vendor Reference Name---} shall comply with any provisions of the Quick Pay Commitment that are more stringent than N.C. Gen. Stat. §143-134.1 (b), but shall also remain bound by N.C. Gen. Stat. §143-134.1(b).

19.3. PAYMENT REPORTING. As a condition to receiving payments under this Contract, {---Vendor Reference Name---} agrees to submit any payment record into InclusionCLT, or any subsequent system designated by the City, detailing the amounts paid by {---Vendor Reference Name---} to all subcontractors and suppliers receiving payment in connection with this Contract.

20. GENERAL.

20.1. ENTIRE AGREEMENT/AMENDMENT. This Contract is the parties’ entire agreement regarding its subject matter. It supersedes all prior agreements, negotiations, representations, and proposals, written or oral. No change order, amendment, or other modification to this Contract will be valid unless in writing and signed by both {---Vendor Reference Name---} and the City. Clicking “consent” or “agree” electronically when accessing software or a website will not constitute a writing sufficient to bind the City.

20.2. RELATIONSHIP OF THE PARTIES. The parties’ relationship under this Contract is solely that of independent contractors. Nothing contained in this Contract shall be construed to (i) give any party the power to direct or control the day-to-day administrative activities of the other; or (ii) constitute such parties as partners, co-owners or otherwise as participants in a joint venture. Neither party has power or authority to act for, bind, or otherwise create or assume any obligation on behalf of the other.

20.3. MULTIPLE CONTRACT AWARDS. This Contract is not exclusive. The City reserves the right to award multiple contracts for the Products and Services required by this Contract if the City deems multiple Contracts to be in the City’s best interest.

20.4. GOVERNING LAW AND VENUE. North Carolina law will govern all matters relating to this Contract (without regard to North Carolina conflicts of law principles). Any legal actions or proceedings relating to this Contract shall be brought in a state or federal court sitting in Mecklenburg County, North Carolina, other than actions to enforce a judgment.

20.5. ASSIGNMENT/SUBCONTRACTING. {---Vendor Reference Name---} may not assign or subcontract any of its rights or obligations under this Contract without prior written consent of the City. Unauthorized assignments shall be void.

20.6. DELAY / CONSEQUENTIAL DAMAGES. The City will not be liable to {---Vendor Reference Name---}, its agents or any subcontractor for or any delay in performance by the City, or for any consequential, indirect, or special damages or lost profits related to this Contract.

20.7. SEVERABILITY. The invalidity of one or more provisions of this Contract will not affect the validity of the remaining provisions so long as the material purposes of the Contract can be achieved. If any provision of this Contract is held to be unenforceable, then both parties will be relieved of the unenforceable obligations, and this Contract shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its intent.

20.8. PUBLICITY. {---Vendor Reference Name---} may not identify or reference the City or this Contract in any advertising, sales promotion, or other materials without the City’s prior written consent of the City except: (i) {---Vendor Reference Name---} may list the City as a reference, and (ii) {---Vendor Reference Name---} may identify the City as a customer in presentations to potential customers.

20.9. WAIVER. No waiver of any provision of this Contract shall be effective unless in writing and signed by the party waiving the rights. No delay or omission by either party to exercise any right or remedy it has under this Contract shall impair or be construed as a waiver of such right or remedy. A waiver by either party of any covenant or breach of this Contract shall not constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant.

20.10. SURVIVAL. Any provision of this Contract that contemplates performance or observance subsequent to termination or expiration of this Contract shall survive termination or expiration and continue in full force and effect for the period so contemplated including, but not limited to, provisions relating to warranties and warranty disclaimers, intellectual property ownership, indemnity, payment terms, and confidentiality.

20.11. TAXES. {---Vendor Reference Name---} will pay all applicable federal, state, and local taxes that may be chargeable against the performance of the Services.

20.12. CONSTRUCTION OF TERMS. Both parties have carefully considered the particular language used in this Contract.