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PACE S BID PLO. OF LgiR: 18. GENERAL INDEMNITY: The contractor shall hold and save Cabarrus County, its officers, agents, and employees, harmless l om llan:lfiJ of any kind mcluding all claims and losses, with file exception of Consequential damages, accruing or resulting to any other Person, Firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this contract, and f om any and all claims and losses accruing or resulting to any person, firm, or corporation that may be injured or damaged by the contractor in the performance of this contract and that are attributable to the negligence or intentionally tortuous acts of the contractor provided that the contractor is notified in writing within 30 days that Cabarrus County has knowledge of such claims. The contractor represents and warrants that it shall make no claim of any kind or nature against Cabarrus County' agents who are involved in the delivery or processing of contractor goods to Cabarrus County. The representation and warranty in the preceding sentence shall survive the termination or expiration of this contract_ 19. REGISTERED E- PROCUREIi✓IENT VENDORS: ELECTRONIC PROCUREMENT (APPLIES TO ALL CONTRACTS THAT INCLUDE E- PROCUREMENT AND ARE IDENTIFIED AS SUCH IN THE BODY OF THE SOLICITATION DOCUMENT): Purchasing shall be conducted through the Statewide E- Procurement Service. The State's third party agent shall serve as the Supplier Manager for this E- Procurement Service_ THE SUCCESSFUL BIDDER (S) SHALL PAY A TRANSACTION FEE OF 175% (.0175) ON THE TOTAL DOLLAR AMOUNT (EXCLUDING SALES TAXES) OF EACH PURCHASE ORDER ISSUED THROUGH THE STATEWIDE E- PROCUREMENT SERVICE This applies to all purchase orders, regardless ofthe quantity or dollar amount of the purchase order. The transaction fee shall not be stated or included as a separate item in the proposed contract or invoice_ There are no additional fees or charges to the contractor for the services rendered by the Supplier Manager under this contract_ Contractor will receive a credit for transaction fees they paid for the purchase of any item(s) if an item(s) is returned through no fault of the contractor. Transaction fees are non - refundable when an item is rejected and returned, or declined, due to the contractor's failure to perform or comply with specifications or requirements of the contract. Contractor or its Authorized Reselier, as applicable, will be invoiced monthly for the State's transaction fee by the Supplier Manager. The transaction fee shall be based on purchase orders issued for the prior month_ Unless Supplier Manager receives written notice from the Contractor identifying with specificity any errors in an invoice within thirty (30) days of the receipt of invoice, such invoice shall be deemed to be correct and Contractor shall have waived its right to later dispute the accuracy and completeness of the invoice. Payment of the transaction fee by the Contractor is due to the account designated by the State within thirty (30) days after receipt of the correct invoice for the transaction fee, which includes payment of all portions of an invoice not in dispute_ Within thirty (30) days of the receipt of invoice, contractor may request in writing an extension of the invoice payment due date for that portion of the transaction fee invoice for which payment of the related goods by the governmental purchasing entity has not been received by the Contractor- If payment of the transaction fee is not received by the State within this payment period, it shall be considered a material breach of contract. The Supplier Manager shall provide, whenever reasonably requested by the contractor in writing (including electronic documents), supporting documentation from the E- Procurement Service that accounts for the amount of the invoice. The Supplier Manager will capture the order from the State approved user, including the shipping and payment information, and submit the order in accordance with the E- Procurement Service. Subsequently, the Supplier Manager will send those orders to the appropriate contractor on State Contract. The State or State approved user, not the Supplier Manager, shall be responsible for the solicitation, bids received, evaluation of bids received, award of contract, and the payment for goods delivered_ Contractor agrees at all times to maintain the confidentiality of its user name and password for the Statewide E- Procurement Services. If a contractor is a corporation, partnership or other legal entity, then the contractor may authorize its employees to use its password. Contractor shall be responsible for all activity and all charges by such employees. Contractor agrees not to permit a third party to use the Statewide E- Procurement Services through its account. 1 f !here is a breach of security through the contractor's account, contractor shall immediately chan its password and notify the Supplier Manager of the security breach by e -mail. Contractor shall cooperate with the State and the Supplier Manager to mitigate and correct any security breach_ 20. NON - REGISTERED E- PROCUREMENT VENDORS: E- Procurement Rules DO NOT apply. 21 _ CANCELLATION (TERM CONTRACTS ONLY): All contract obligations shall prevail for at least 180 days after the effective date of the contract. After that period, in addition to the provisions of the paragraph entitled Price Adjustments, for the protection of both parties, this contract may be canceled in whole or in part by either party by giving 30 days prior notice in writing to the other party_ 22. QUANTITIES (TERM CONTRACTS ONLY): The award of a term contract neither implies nor guarantees any minimum or maximum purchases there under. Attachment number 2 \n BIDS ARE SUBJECT TO REJECTION UNLESS SUBMITTED ON THIS FORM - - - - - -- -- F -10 Page 207