Purchase Order Terms and Conditions
By commencing the services for which the Fayetteville Public Works Commission (PWC) issued a Purchase Order (PO), Supplier accepts all of the following terms and conditions, and any proposal by Supplier for additional or different terms or any attempt by Supplier to vary in any degree any of the following terms and conditions is hereby rejected:
- Performance and Termination. The PO only authorizes services to be performed by Supplier during the period in which the PO is in effect. PWC’s total payment obligation for all such services during the term of the PO shall not to exceed the total amount for which the PO was issued. PWC has the right to terminate the services, with or without cause, by delivering written notice of termination to Supplier, and PWC shall be obligated to pay Supplier only for services performed and reasonable expenses incurred until delivery of the notice of termination. In the event of suspension or termination of the services, Supplier shall promptly deliver to PWC all work product completed or in progress as of the date of termination along with reproducible documents, drawings, plans, specifications, and electronic records of the completed portion of the services upon PWC’s payment of the undisputed portion(s) of Supplier’s invoices.
- Insurance. Supplier shall maintain: (a) worker’s compensation insurance and automobile liability insurance as required by North Carolina law; and (b) commercial general liability insurance with a combined single limit of liability of not less than $1,000,000 for each occurrence of bodily injury and/or property damage and an annual aggregate of liability of not less than $2,000,000 for bodily injury and/or property damage, and an annual aggregate of liability of not less than $2,000,000.
- Indemnification. Supplier shall indemnify, defend, and hold harmless PWC and its Commissioners, officers, employees, agents and representatives (“Indemnitees”) from and against all claims, actions, liabilities, damages, losses, costs and expenses (including, without limitation, injury to or death of any persons and damage to property, economic and consequential damages and attorneys’ fees) asserted by third parties against one or more of the Indemnitees arising out of negligent or willful acts or violations of law by Supplier or any of its employees and agents. Supplier’s obligation to indemnify and hold harmless the Indemnitees shall survive the termination of the services and shall include the duty to pay for the reasonable attorney’s fees and costs associated with defending the Indemnitee(s) by the legal counsel of each Indemnitee’s choice.
- Compliance. Supplier represents and warrants to PWC that Supplier is duly licensed in the State of North Carolina to perform the services for which the PO has been issued to the extent licensure is required by applicable law. Supplier further represents and warrants to PWC that Supplier complies with the requirements of Article 2, Chapter 64 of the North Carolina General Statutes regarding E-Verify requirements. Except with PWC’s knowledge and prior written consent, Supplier shall not engage in any activity or accept any employment, interest or contribution that would reasonably appear to compromise Supplier’s professional judgment with respect to the services. Supplier shall disclose to PWC any business or personal relationship with any Commissioner, officer, director, manager, or supervisor of PWC.
- Choice of Law and Venue. The PO and services shall be governed by, subject to, and construed according to the laws of the State of North Carolina. The exclusive venue for all litigation and any other legal proceedings regarding the services shall be the State and Federal Courts serving Cumberland County, North Carolina, and Supplier consents to personal jurisdiction in such courts. Supplier irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court serving Cumberland County or that any such suit, action or proceeding brought in any such court serving Cumberland County has been brought in an inconvenient forum.
- Assignment. Supplier shall not assign or subcontract or transfer the services or any rights under or interest in the PO without the prior written consent of PWC.
- Information. Supplier shall treat all information from PWC and work product resulting from the services as proprietary, unless such information is available from public sources, and Supplier shall not publish or disclose proprietary information without the prior written consent of PWC for any purposes other than the performance of the services.
- Miscellaneous. The PO shall be subject to execution by electronic means in accordance with Article 40 of Chapter 66 of the North Carolina General Statutes. The invalidity, illegality, or un-enforceability of any portion or provision of the PO or these terms and conditions shall in no way affect the validity, legality and/or enforceability of any other portion or provision hereof, and any invalid, illegal or unenforceable provision shall be deemed severed herefrom, and the balance hereof shall be construed and enforced as if the severed provision(s) were not contained herein.