Sample_Term_Agreement.docx

Terms and Conditions Term Contract

GMD intends to purchase {Contract_Title} from the Contractor in connection with {Contract_Title} (the “Purchase”); and, Contractor has reviewed the products and services to be supplied pursuant to this Contract and is qualified, willing and able to provide all such products and services in accordance with its terms.

GMD and Contractor, in consideration of the mutual covenants contained herein, do agree as follows:

I. PRODUCTS AND SERVICES

Contractor agrees to diligently provide all products and services for the Purchase, in accordance with the Specifications/Scope of Services made part of this Contract.

II. TERM

A. This Contract shall commence {insert date} through {insert date} upon execution by both GMD and Contractor and shall continue for a period of {three years. This Contract may be renewed for up to two additional one-year periods} subject to approval and written agreement of both parties.

III. COMPENSATION AND PAYMENT

A. GMD shall pay Contractor for the services rendered hereunder and completed in accordance with the terms and conditions of this Contract a total amount not to exceed {Insert Dollar Amount ($0.00)} for the initial term.

B. Contractor shall perform no work under this Contract until receipt of a Purchase Order from GMD. Contractor acknowledges and agrees that no minimum amount of work is guaranteed under this Contract and GMD may elect to issue no Purchase Orders. If a Purchase Order is issued, GMD reserves the right to amend, reduce, or cancel the Purchase Order in its sole discretion.

C. GMD’s performance and obligation to pay under this Contract is contingent upon an appropriation of lawfully available funds by the Greenwood Metropolitan District Commission. GMD shall promptly notify Contractor if the necessary appropriation is not made. GMD will terminate the Contract, without termination charge or other liability to GMD, on the last day of the fiscal year or when the previous appropriation has been spent, whichever event occurs first. In no event shall said termination of this Contract or GMD’s failure to appropriate said funds be deemed a breach or default of this Contract.

IV. METHOD OF PAYMENT

A. GMD shall pay Contractor according to payment terms specified on the Purchase Order following receipt of Contractor’s invoice and written approval of same by GMD’s Management indicating that the products and services have been provided in conformity with this Contract.

B. Contractor shall submit an invoice for payment to the postal address or A/P email address indicated on the purchase order for those specific products and services as described that were provided during that invoice period.

V. ADDITIONAL PURCHASES

A. No changes to this Contract or the performance contemplated hereunder shall be made unless in writing and signed by both Contractor and GMD.

B. If GMD requires Contractor to perform additional services or provide additional products related to this Contract, additional compensation shall be agreed upon before commencement of any additional services or changes. GMD shall not pay for any additional service or work performed before a written amendment to the Purchase Order.

VI. LIABILITY OF CONTRACTOR

A. Contractor shall save, defend, indemnify and hold harmless GMD from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities which may arise out of any act, neglect, error, omission or default of Contractor arising out of or in any way connected with Contractor or subcontractor’s performance or failure to perform under the terms of this Contract.

B. This section shall survive the termination or expiration of this Contract.

VII. CONTRACTOR’S INSURANCE

Contractor shall procure, provide and maintain a current Certificate of Insurance (COI) to GMD evidencing all required coverage during the term of this Contract. Insurance coverage shall not lapse or be canceled at any time during the duration of the Contract. Failure to maintain continuous coverage or to provide a current COI may be deemed a material breach of this Contract and may result in immediate termination of the contract at GMD’s sole discretion.

GMD shall be named as an Additional Insured on all Certificate of Insurance policies except Workers Compensation.

· Automobile Liability $ 1,000,000 Per Occurrence - Combined Single Limit (Coverage shall include bodily injury and property damage and cover all vehicles including owned, non-owned and hired.)

· Comprehensive General Liability $ 1,000,000 Per Occurrence combined single limit $ 2,000,000 General Aggregate

· Umbrella Liability $ 1,000,000 Per Occurrence Over Primary Insurance $ 2,000,000 Annual Aggregate

· Worker's Compensation Coverage A - State of South Carolina Statutory Worker’s Compensation Coverage B - Employers Liability $100,000/$500,000

VIII. RESPONSIBILITIES OF CONTRACTOR

A. The personnel assigned by Contractor to perform services shall comply with the terms set forth in this Contract. Contractor shall ensure that all personnel and other agents are fully qualified and capable of performing their assigned tasks.

B. Contractor warrants that it has not employed or retained any company or person (other than a bona fide employee working solely for Contractor), to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of this Contract.

C. Contractor agrees that it and its employees shall communicate with GMD employees and members of the public in a civil manner. All aspects of a Contractor’s performance, including complaints received from GMD employees or members of the public, may impact GMD’s decision to renew or terminate this Contract in accordance with the provisions contained herein. GMD further reserves the right to suspend or debar Contractor from consideration for award of future contracts if Contractor does not abide by the terms of this subsection.

D. Contractor shall comply with all federal, state, and local laws, regulations and ordinances applicable to the work or payment for work thereof, in the performance of work under this Contract. Contractor shall procure all permits and licenses and pay all charges and fees necessary and incidental to the lawful conduct of their business.

E. Contractor is, and shall be, in the performance of all work, services and activities under this Contract, an independent contractor. Contractor is not an employee or agent of GMD and shall not represent itself as such. All persons engaged in any work or services performed pursuant to this Contract shall at all times, and in all places, be subject to Contractor’s sole direction, supervision and control. Contractor shall exercise control over the means and manner in which it and its employees perform the work, and in all respects Contractor’s relationship and the relationship of its employees to GMD shall be that of an independent contractor and not as employees of GMD. Contractor shall be solely responsible for providing benefits and insurance to its employees.

F. Contractor agrees to comply with the requirements of Section 8-14-10 et seq, agrees to register and participate in the federal work authorization program to verify the employment authorization of all new employees, and agrees to require contract from its subcontractors, and through the subcontractors, the sub-subcontractors to register and participate in the federal verification of employment authorization of all new employees (E-Verify).

Contractor further agrees where required to provide GMD with any documentation required to establish either: (a) the applicability of Section 8-14-10 et seq apply to Contractor, subcontractor, and sub-subcontractor; or (b) the compliance with Section 8-14-10 et seq. by Contractor and any subcontractor and sub-subcontractor.

IX. OWNERSHIP OF PRODUCTS

It is understood and agreed that all products provided under this Contract shall become the property of GMD upon acceptance by GMD.

X. FORCE MAJEURE

Contractor specifically agrees that all work performed under the terms and conditions of this Contract shall be completed within the time limits set or as otherwise identified in GMD’s purchase order subject only to delays caused by force majeure, or as otherwise defined herein. “Force majeure” shall be deemed to be any cause affecting the performance of this Contract arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the parties.

XI. OBLIGATIONS OF GMD

A. GMD is designated to do all things necessary to properly administer the terms and conditions of this Contract, including, but not limited to:

1. Review of all Contractor payment requests for approval or rejection.

2. Periodic reviews of the work of Contractor as necessary for the completion of Contractor’s services during the period of this Contract.

XII. TERMINATION

A. GMD shall have the right at any time upon thirty (30) calendar days’ written notice to Contractor to terminate the services of Contractor for convenience. GMD shall pay to Contractor, and Contractor shall accept as full payment for its services, a sum of money equal to the work completed.

B. Any failure of Contractor to satisfy the requirements of this Contract, as documented by GMD, shall be considered a default of the Contract and sufficient reason for termination.

1. For defaults that are curable (as determined by GMD), Contractor shall be notified in writing by GMD and shall have an opportunity to cure such default within ten (10) working days after notification.

2. For defaults that are not curable (as determined by GMD), notice of the termination date shall be given as deemed appropriate by GMD.

C. The parties may mutually agree to terminate this Contract. Such termination shall be evidenced by written notice issued by GMD. GMD shall pay to Contractor, and Contractor shall accept as full payment for its services, a sum of money equal to the work completed.

D. In the event that Contractor has abandoned performance under this Contract, then GMD may terminate this Contract upon three (3) calendar days’ written notice to Contractor indicating its intention to do so. Payment for work performed prior to Contractor’s abandonment shall be as stated above.

E. GMD’s rights under this Contract shall survive the termination or expiration of this Contract and are not waived by final payment or acceptance and are in addition to Contractor’s obligations under this Contract.

XIII. ADDITIONAL TERMS AND CONDITIONS

A. This Contract constitutes the sole and complete understanding between the parties and supersedes all other contracts between them, whether oral or written with respect to the subject matter. No amendment, change or addendum to this Contract is enforceable unless agreed to in writing by both parties and incorporated into this Contract.

B. Time is of the essence with regard to each and every aspect of Contractor’s performance under this Contract.

C. Neither GMD’S review, approval or acceptance of, nor payment for, the services required under this Contract shall be construed to operate as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract.

D. This Contract may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

XIV. ADDITIONAL TERMS AND CONDITIONS (to be added by Purchasing Director as needed, based on project specifics – MGM)

CONTRACT

[INSERT SOLICITATION TITLE]

THIS CONTRACT (“Contract”) is made and entered into as of the date of execution by both parties, by and between Greenwood Metropolitan District, referred to as "GMD", a public entity organized under the laws of South Carolina, with its principal office located at 110 Metro Drive, Greenwood, SC 29646 and {Contractor Name}, referred to as “Contractor."

This Contract, and GMD Purchase Order/s, represent the entire contract between GMD and Contractor with respect to the subject matter and supersedes all prior contracts, negotiations, or understandings between the parties in any way relating to the subject matter of this Contract.

GMD and Contractor acknowledge having read and understood this Contract and hereby agree to be bound by its terms and conditions.

BY:

GREENWOOD METROPOLITAN DSITRICT

110 METRO DRIVE, GREENWOOD, SC 29646

DATE: __________________________

BY:

{Contractor Name}

DATE: __________________________