Caustic Soda

354-RFB-27-01
REQUEST FOR BIDS
for
Caustic Soda
To be opened 02:00 PM (ET), August 3, 2026
Pursuant to General Statutes of North Carolina, as amended, sealed bids, subject to the conditions and
specifications herein, are invited for furnishing the following apparatus, supplies, materials, and equipment. All
bids will be received by the Town of Cary Purchasing Division electronically until the date and time stated
above, at which time the sealed bids will be publicly opened virtually and read.
BY: Kathryn McMillan, Assistant Purchasing and Contracts Manager DATE: July 13, 2026
POSITIVELY NO BIDS CONSIDERED UNLESS SUBMITTED ON THIS DOCUMENT
Please provide pricing subtotals and grand total for the option (or options) you are submitting for evaluation.
QUANTITY DESCRIPTION UNIT PRICE LINE TOTAL
(Dry Tons) (per dry tons) (Unit Price X Qty)
900 Sodium Hydroxide - 50% (Caustic Soda)
As per attached specifications, terms
and conditions
Name:_________________________
Manufacturer:___________________
Delivery:_________________ days
Do the products submitted for bid meet the exact specifications listed herein? YES NO
This company is a certified Historically Underutilized Business (HUB) by YES NO
the North Carolina Department of Administration HUB Office.
COMPANY: _______________________________________________ DATE: ________________________
AUTHORIZED SIGNATURE: _________________________________ TITLE: _________________________

DATE: _______________
NOTICE TO BIDDERS: Do not include taxes in your bid proposal pricing. Any and all tax imposed upon any
article on which you are bidding are only to be shown as separate line items on invoices, and in no case are
taxes to be included with your bid price. Failure to comply with these conditions will be considered grounds for
rejection.
In compliance with the above request for bids and subject to all the conditions thereof, the undersigned offers
and agrees, if this bid be accepted within __________ days from the date of the opening, to furnish any or all of
the items upon which prices are quoted at the price set opposite each item within___________ days after receipt
of order, unless otherwise specified.
COMPANY:______________________________________ ADDRESS:______________________________________
TOWN: ______________________________________ STATE: ____________ ZIP CODE:______________________
AUTHORIZED SIGNATURE:__________________________________ TITLE:________________________________
NAME PRINTED OR TYPED: _______________________________________________________________________
CONTACT NAME (if different than above): _____________________________________________________________
TELEPHONE NO.: ___________________________ EMAIL: ______________________________________________
BIDDER'S CHECKLIST
Be aware of the virtual bid opening date and time as indicated on the first page of this proposal.
You must submit bids in electronic format via eVP. No hard copy bids will be accepted.
All signatures must be by a company officer or agent who is authorized to enter and sign bid documents.
Have you read and understood the "Terms and Conditions" and the "Instructions to Bidders" for submitting
a bid to the Town?
Have you read and do you completely understand all the specifications of this bid proposal?
If an addendum to the specifications was issued, has it been returned with this bid proposal (indicating
acceptance of the information contained within)? Failure to do so may result in your submittal being
deemed unresponsive.
Have you enclosed your Affidavit of compliance with all specifications (Specifications, Section 3)?
Have you enclosed your letter of product commitment?
Have you enclosed the MSDS and product specification sheet?
Have you enclosed your reference list (Attachment 1)?

INSTRUCTIONS TO BIDDERS
1. PURPOSE:
The purpose of this document is to provide general and specific information for the use by suppliers in
submitting a bid to supply the Town of Cary with apparatus, supplies, material and equipment, and/or services
listed above. All bids and contracts are governed by Town policy, and /or by Section 143-129 of the North
Carolina General Statutes.
2. BID SCHEDULE:
Listed below are the dates and times by which stated actions must be taken or completed. The Town may
determine, in its sole discretion, that it is necessary to change any of these dates and times. All listed times
are Eastern standard times.
Action Time Date
Bid issued ---- July 13, 2026
5:00 PM (ET)
Deadline for Questions & Approved Equals July 22, 2026
----
Town Responses July 24, 2026
2:00 PM (ET)
Bids Due August 3, 2026
Anticipated Award ---- August 2026
3. BIDDER QUESTIONS:
The Town is not liable for interpretations/misinterpretations or other errors or omissions made by the Bidder
in responding to this bid. The Bidder shall examine this bid to determine if the Town's requirements and terms
and conditions are clearly stated. If, after examination of the various requirements and terms and conditions
of this bid, the Bidder believes there are any requirements or terms and conditions which remain unclear or
which restrict competition, the Bidder may request, in writing, that the Town clarify the requirement(s) and
terms(s) and condition(s) specified by the Bidder. The Bidder must provide the Section(s), Subsection(s),
Paragraph(s), and page number(s) that identify the requirements or conditions questioned by the Bidder.
Requests for clarification, technical questions and approval of alternate products to this bid must be received
by the Town no later than the date shown above in Section 2, entitled "Bid Schedule", under Deadline for
Questions. The Bidders' failure to request clarification and submit questions by the date in the bid schedule
above shall be considered to constitute the Bidders' acceptance of all Town's requirements and terms and
conditions. The Town shall issue addenda reflecting questions and answers to this bid, if any, and shall be
posted to the eVP website at North Carolina electronic Vendor Portal.
4. BID CONTACT:
Any and all questions, concerns, request for additional information, and alternate product considerations
shall be directed to the Town of Cary, Procurement Division to the attention of:
Kathyrn McMillan, Assistant Purchasing and Contract Manager
Kathryn.mcmillan@carync.gov
5. HOW TO PREPARE BID PROPOSALS:
Bidders are encouraged to carefully review all provisions and attachments of this document prior to
completion. Each bid constitutes an offer and may not be withdrawn except as provided herein. Also, prices
are to remain firm for the period stated herein.
a) PROPOSAL FORM: Submit prices and offers on the BID PROPOSAL FORM(s) provided herein. All
bid proposals must be submitted and signed by the supplier or their authorized representative with
all erasures or corrections initialed and dated by the authorized representative of the proposal.

a. The bidder shall indicate an approximate delivery date for each line item listed on the bid form.
b. The bidder shall submit the subtotal of all goods on the bid proposal form
b) SIGNATURE: All bids must be signed by an authorized official of the company on the
Bidders Signature Page. A bid may be rejected if it shows omissions, alterations of form,
additions not called for, conditional bid, or any irregularities.
c) TAXES: Do not include taxes in your bid prices. Taxes must be itemized and added to invoices
separately when invoicing the Town. The Town is required to pay sales tax. The Town is exempt from
Federal Excise Tax and has a Federal Tax number.
d) MINORITY WOMEN BUSINESS ENTERPRISES (MWBE) POLICY: The Town invites and
encourages participation in this procurement process by certified Minority and Women-Owned
Business Enterprises (MWBE) in accordance with North Carolina General Statute 143-129.
e) SUSTAINABILITY: As stated in the 2017 Cary Community Plan, the Town has a commitment to
promoting green practices that will promote an environmentally safe and desirable community for
future generations. As such, we recognize our responsibility to minimize negative impacts on human
health and the environment while supporting a diverse, equitable, vibrant community and economy.
The Town recognizes that the types of products and services the Town buys have inherent social,
human health, environmental and economic impacts, and asks that all vendors and bidders providing
and proposing products and services to the Town, be mindful of the Town's commitment to
sustainability and provide and propose products and services that embody this commitment
whenever possible.
f) NONDISCRIMINATION POLICY: It is the policy of the Town of Cary to promote the fair treatment of
all individuals and provide them freedom from discrimination. No member of a protected class shall
be excluded from participation in, be denied the benefits of, or be otherwise subject to discrimination
under any program or activity administered by Cary, including programs or activities that are funded
in whole or in part with State or Federal funds, such as Coronavirus State and Local Fiscal Recovery
Funds.
6. HOW TO SUBMIT BID PROPOSALS:
a) Upload a complete set of your bid on the BID PROPOSAL FORM provided herein to the NC
eVP website at North Carolina electronic Vendor Portal.
b) NO PHYSICAL, EMAIL OR FAX BIDS WILL BE ACCEPTED.
7. BID OPENING:
a) The bid opening shall be held virtually via Webex. The meeting is scheduled for 2:00 PM EST.
b) All bidders are welcome to attend the bid opening virtually and can be accessed via the following
credentials:
Meeting link:
354-RFB-27-01 Bid Opening
Meeting number:
2333 561 9936
Password:
W3iahs5SjF6

More ways to join
Join from a video or application
Dial 23335619936@carync.webex.com
You can also dial 173.243.2.68 and enter your meeting number.
Join by phone
+1-408-418-9388 Toll
Access code: 23335619936
c) All bids will be opened and read at the time shown on the enclosed Bid Proposal Form. No official
award will be made during the Bid Opening. LATE BIDS WILL NOT BE OPENED OR ACCEPTED.
d) Bidders may not review or request copies of bids at the Bid Opening. A request must be submitted to
the purchasing supervisor via email.
e) If you have difficulty joining or trouble with sound contact Webex and provide them the Meeting
number.
f) Bids will be examined by the Purchasing Supervisor and/or Bid Agent of the using department
promptly after the opening and an award made as early as possible. No bids may be withdrawn after
bid opening.
8. AWARD OF BID:
a) Standard of Bid Award Acceptance: The Town reserves the right to reject any or all bids and to waive
any irregularities or technicalities in bids received whenever such rejection or waiver is in the best
interest of the Town of Cary. The award shall be made to the lowest, responsive, responsible bidder,
or bidders, taking into consideration quality, performance and the time specified in the bid for the
performance of the contract.
b) Bid Prices: All items and products proposed in response to this Bid are to be new, in un-used condition
unless otherwise noted in the Minimum Specifications. All prices proposed in response to this Bid
are to include all transport, freight, fuel surcharges and other fees if applicable and be delivered FOB
destination, freight prepaid and allowed to the location provided on the Town Purchase Order if
not otherwise instructed within the specifications section. All items are to be packaged, and shipped
or delivered safely in a protective carton, fully assembled and serviced, ready for use and operation
where applicable or otherwise described within the specifications. All supplies, equipment, and
apparatus must meet all Federal, State, and Local safety regulations, requirements, and guidelines,
such as OSHA, EPA, US DOT, NC-DOT, NFPA, UL, etc., if so regulated.
c) Order of Precedence: In cases of conflict between sections and provisions within the Bid document,
the Order of Precedence will be 1) the Special Conditions section specific to the Bid (if present); 2)
the Minimum Specifications section specific to the Bid, 3) the Town of Cary Terms and Conditions;
and 4) the Instructions to Bidders section of the Bid document.
d) Payment Terms: Payment terms of Net 30 days from the date of receipt of correct invoice, or upon
acceptance of goods whichever is later, will apply to all invoices. Payment term discounts will be
allowed for prompt payments but will not be a consideration for award. All invoices are to be emailed
directly to the project manager for processing.
e) Bid Award Approval: The Town Manager has delegated authority from the Town Council to award
bids for supplies, equipment, and apparatus greater than $90,000. Bids will be approved and awarded
by the Town Manager or designee upon the recommendation by the Procurement Department.

9. OBJECTION TO THE SPECIFICATIONS:
It is not the intent of the bid specifications to exclude or limit competition or favor any supplier. If there is an
objection to any of the specifications or requirements listed herein, the bidder must notify the Town of Cary
Purchasing Supervisor, in writing, stating and listing the specifications and objections, no later than five (5)
working days prior to the bid opening date. If a pre-bid meeting has been scheduled, any objections must be
presented in writing at that time. The objections stated must pertain both to form and substance of the bid
document. Failure to object in accordance with the above procedure shall constitute a waiver on the part of
the bidder to protest the solicitation. All concerns, questions, clarifications, or other correspondence must be
directed only to the Town of Cary Assistant Manager of Purchasing & Contracts. Information obtained from
other sources will not be considered in the evaluation and award of this bid.
10. ERRORS IN BIDS:
Bidders or their authorized representatives are expected to understand the conditions, requirements and
specifications before submitting bids. Failure to do so will be at the bidders' own risk. In case of an error in
the extension of prices on the bid, the unit price shall govern.
11. BID OPTIONS:
The Town reserves the right to request pricing on optional equipment or additional items along with the
pricing for the main or primary product or items when applicable. At the discretion of the Town, some or all
the options requested may or may not be added and purchased based upon necessity and the availability of
budgeted funds. The Bid Award will be made to the lowest, responsive, responsible bidder for the main or
primary product or items listed on the Bid Proposal Form. Pricing for any additional options will be requested
in a separate section of the bid and will not be included in the determination of the Bid Award.
12. QUANTITIES:
The Town of Cary reserves the right to adjust quantities as needed, and to add additional items and/or
products as needed, as determined to be in the best interest of the Town. The quantities stated herein, for
term or multi-year contracts are estimated, and may change to be more or less over the term of the contract.
Additional Town of Cary departments or division may utilize the pricing awarded under this bid.
13. PRICE ADJUSTMENTS:
For Bids with fixed price contract periods, it is the Town's intent to contract at a fixed price for a period of
one (1) year, with an option to extend the contract for two (2) additional one (1) year periods. The price
proposed by the Bidder is to remain fixed for the first sixty (60) day period of the contract. Prices for additional
extension term periods may be subject to a price increase or decrease if the price adjustment mirrors and
reflects a previous industry-wide adjustment for the product or item(s) specified in the Bid.
Any price increase or decrease will be adjusted to the latest yearly percentage increase in the All Urban
Consumers Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Dept. of
Labor, or other appropriate agreed upon price index. The amount of the increase or decrease will be
determined by the difference between the latest price index available ninety (90) days prior to the end of the
current contract year in effect, and the price index for the same month one year prior.
Any requested price increase must be fully documented and submitted to the Procurement Department at
least sixty (60) days prior to the Bid contract anniversary date. Any approved price adjustment (increase or
decrease) will then become effective upon the anniversary date of the contract at the start of the next term
period.
The Town reserves the right to accept or to refuse any documented price adjustment submitted by the
vendor/contractor for any reason as determined to be in the best interest of the Town. In the event the Town
does not accept the proposed price adjustment for the extended term, the Bid contract will not be renewed,
and the Town will rebid the product or item(s). Any Bid contract extension is subject to the continuation of
need and usage by the Town and the appropriation of funds.

14. CONTRACT EXTENSIONS:
The Town reserves the right to extend all bid contracts for up to two (2) additional one (1) year periods from
the date of the award of the original bid, if agreed upon in writing by the contracted vendor. The contract
extension(s) may be for additional quantities or for an additional time period as agreed.
15. TRADE SECRETS:
This Bid document and all Bidders' responses and proposals received are considered public information,
except for trade secrets specifically identified in writing by the Bidder, which will be handled according to
State Statute or other laws. Any section of the bidder's response package that is deemed to be a trade secret
by the bidder shall be submitted in an envelope clearly marked "TRADE SECRET INFORMATION- DO NOT
DISCLOSE." The Town shall make a good faith effort to protect such confidential information.
16. BID TABULATIONS:
Bidders wishing to obtain a bid tabulation prior to the award of the bid may view and download tabulations
from the North Carolina electronic Vendor Portal (eVP) website at eVP. Tabulations should be posted
within 48 hours (two workdays) after the public bid opening. From the Town's homepage, select the
following in order to view bid tabulations: Business and Development, Bids and Proposals, select the link to
the North Carolina Interactive Purchasing System, Search Bid Number, enter the desired bid number, and
select Search. Bid tabulations only reflect the bids as read at the time of the bid opening and should not be
considered an award. It is the Town's policy to furnish bid tabulations to all bidders.
17. INVOICING:
For prompt payment all invoices must include an accurate Purchase Order Number. Please submit
invoices to the Project Manager identified as part of this solicitation.
18. TERMS AND CONDITIONS:
Acceptance of the Town's Purchase Order includes acceptance of all applicable Terms and Conditions.
The Town's Purchase Order Terms & Conditions are provided below for your information.

TOWN OF CARY
PURCHASE ORDER TERMS AND CONDITIONS
By acceptance of the Purchase Order to which these terms are attached ("Purchase Order"), the vendor or Seller, ("Seller"),
declares that the goods or services ("Goods and/or Services") Seller is to provide pursuant to the Purchase Order shall be
provided according to the following terms and conditions:
1. Purchase Order Number: The purchase order number must appear on all invoices, packing slips, correspondence,
and bills of lading. Cary shall not be responsible for Goods and/or Services provided without a purchase order.
2. Invoices: Each purchase order shall be invoiced separately. Invoices for partial shipments will be accepted and final
invoices shall indicate completion of order. The Purchase Order Number shall be referenced on all invoices.
3. Sales Tax: Cary's purchase orders do not show North Carolina (NC) sales tax; however, Cary is not tax exempt
and does pay NC sales tax. NC sales tax must be listed separately on the invoice. Cary does not pay Federal
Excise Tax.
4. Risk of Loss: The risk of loss and damage to Goods which are the subject of this Purchase Order shall remain with
the Seller until Goods are delivered to the destination set out in the order and accepted by Cary.
5. Quantity: The specific quantity ordered must be delivered in full and will not be changed without Cary's consent.
Any unauthorized quantity is subject to rejection and return at Seller's expense.
6. Freight and Packaging: Price quotations shall include freight, transportation, shipping, handling, and similar
charges. Collect freight shipments shall be refused. Seller shall absorb any increase in rates becoming effective
after the date of Purchase Order. Seller agrees to assume and pay all extra expense occurring on account of
improper packaging.
7. Failure to Deliver. If Seller fails to provide Goods and/or perform Services as and when specified, Cary reserves
the right to cancel the Purchase Order, or any part thereof, without prejudice to its other rights, and Cary may return
part or all of any shipment so made and may charge Seller with any loss or expense sustained as a result of such
failure to provide.
8. Cash Discounts: All cash discounts shall be effective from the date of actual receipt of a correct and approved
invoice by Cary.
9. Responsibilities of Seller. Seller represents and warrants that it is fully qualified, skilled, and capable of providing
the Goods and/or Services in a fully competent, professional, and timely manner; shall provide Goods and/or
Services in accordance with industry standards; shall use best efforts and exercise reasonable care and diligence
in providing Goods and/or Services and shall act in the best interest of Cary; is qualified to do business in North
Carolina and will make all necessary filings and perform other actions required to remain in good standing with the
North Carolina Secretary of State; and possesses all necessary qualifications, licenses, and certifications. Seller
shall be responsible for all errors, omissions, or mistakes in providing Goods and/or Services and shall correct at
no additional cost to Cary any and all errors, omissions, or mistakes.
10. Insurance: If Seller is to provide Services of any kind pursuant to Purchase Order, Seller shall maintain at its own
expense: (a) Commercial General Liability Insurance in an amount not less than $1,000,000 per occurrence and
$2,000,000 in the aggregate for bodily injury, property damage, and personal advertising and injury; (b) Professional
Liability insurance in an amount not less than $1,000,000 per claim - if providing professional Services; (c) Workers
Compensation Insurance as required by the general statutes of the State of North Carolina or as required per state
law and Employer's Liability Insurance not less than $500,000 each accident for bodily injury by accident, $500,000
each employee for bodily injury by disease, and $500,000 policy limit; (d) Commercial Automobile Insurance
applicable to bodily injury and property damage, covering all owned, non-owned, and hired vehicles, in an amount
not less than $1,000,000 combined single limit as applicable; (e) Umbrella/Excess Liability Insurance in an amount
not less than $1,000,000 per occurrence and $1,000,000 in the aggregate. Seller shall ensure that (i) Cary is named
as an additional insured on all policies except Workers Compensation and Professional Liability, and (ii) all policies
include a waiver of subrogation in favor of Cary." Certificates of Insurance shall be furnished prior to the
commencement of Services.
11. State and Federal Funds. Seller shall work in good faith with Cary to meet requirements imposed by the federal or
state government or other funding entity if grants are used to fund any portion of a purchase order. If the source of

funds is Federal funds, the following Federal provisions apply pursuant to 2 C.F.R. Part 200, Appendix II (as
applicable), unless a more stringent State or local law or regulation is applicable: Equal Employment Opportunity
(41 C.F.R. Part 60); Davis-Bacon Act (40 U.S.C. 3141-3148); Copeland "Anti-Kickback" Act (40 U.S.C. 3145);
Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708); Clean Air Act (42 U.S.C. 7401-7671q.) and
the Federal Water Pollution Control Act (33 U.S.C. 1251-1387); Debarment and Suspension (Executive Orders
12549 and 12689); Byrd Anti-Lobbying Amendment (31 U.S.C. 1352); Procurement of Recovered Materials (2
C.F.R. 200.323); Record Retention Requirements (2 CFR 200.334); Prohibition on Certain Telecommunications
and Video Surveillance Goods and/or Services or Equipment (2 C.F.R 200.216); Domestic Preferences for
Procurements (2 C.F.R 200.322); Employment Eligibility Verification (FAR 52.222-54); and Whistleblower
protections (41 U.S.C. 265 and 10 U.S.C. 2408). Seller further represents that, prior to accepting any purchase
order that is funded by Federal funds, Seller:
(a) Is not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts
by any Federal Government agency and not included in the Excluded Parties List System;
(b) Has not, within the preceding three-years, been convicted of or had a civil judgment rendered against it for:
commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a
public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating
to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction
of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen
property; and
(c) Is not presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, fraud or a
criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or
local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers;
or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property.
12. Indemnification.
a. Indemnification; General. To the fullest extent permitted by applicable laws and regulations, Seller shall
indemnify, protect, defend, and hold harmless Cary, its elected officials, officers, employees, agents, and
volunteers (collectively, "Cary Indemnitees") from and against any and all claims, costs, civil penalties,
fines, losses, liabilities, injuries (including death), demands, damages (including but not limited to all
professionals' fees and charges and all court or other dispute resolution costs), actions, causes of action,
suits, proceedings, judgments, and expenses, including reasonable attorneys' fees, court costs, and other
legal expenses and including, without limitation, those costs incurred at the trial and appellate levels and in
any bankruptcy, reorganization, insolvency, or similar proceeding and other legal expenses (collectively
and separately, "Claims") by whomsoever brought or alleged, arising out of, resulting from, or in connection
with:
i. The provision of Goods and/or Services by Seller; or
ii. Any breach or violation by Seller of any applicable law or regulation.
b. Indemnification; Intellectual Property. Seller shall indemnify, protect, defend, and hold harmless Cary
Indemnitees from and against any and all Claims arising out of, related to, or resulting from any claim,
action, or proceeding by a third party alleging that any deliverables or work product created or reduced to
practice by or on behalf of Seller in connection with providing the Goods and/or Services, or any use of
such deliverables or work product, infringes or misappropriates or otherwise violates any intellectual
property right (including, without limitation, any patent, copyright, trademark, or trade secret) or other
proprietary right of any third party.
13. No Consequential or Indirect Damages. Except for Seller's indemnification obligations hereunder or any liability
arising out of Seller's negligence, willful misconduct, violation of law, or infringement or misappropriation of
intellectual property rights, in no event shall either Party be liable to the other for consequential, indirect, incidental,
special, exemplary, punitive or enhanced damages, lost revenues, or diminution in value, arising out of, relating to,
or in connection with Seller's provision of Goods and/or Services, regardless of whether such damages were
foreseeable, whether said Party was advised of the possibility of such damages, and the legal or equitable theory
upon which the claim is based.
14. Public Records and Dissemination of Information. Seller acknowledges that records in the custody of Cary are
public records and subject to public records requests. Cary may provide copies of such records, including
copyrighted records, in response to public record requests.
Seller shall not publicly disseminate any information concerning the provision of Goods and/or Services to Cary

without prior written approval from Cary. Any approval given by Cary may be given with certain stipulations, such
as Cary participation in the creation of the public product or Cary review and the option to refuse public release of
the final product(s) should such product(s) fail to meet Cary's standards and goals. Publicly disseminate means,
but is not limited to, electronic, video, audio, photographic, or hard copy materials serving as, in whole or part,
advertising, social media posts, sales promotion, professional papers or presentations, news releases, articles, or
other media products, and/or Seller's business collateral pieces. Notwithstanding the foregoing, with Cary's written
consent, Seller may list Cary as a reference in response to requests for proposal and may identify Cary as a
customer in presentations to potential customers. Any permitted use of Cary's trademarked materials (including,
without limitation, Cary's logo in its various forms) must be in compliance with the guidelines outlined at
https://brand.carync.gov/.
15. Documents and Deliverables. If Seller's provision of Goods and/or Services results in the creation of drawings,
specifications, plans, surveys, reports, technical memoranda, testing protocol, designs, electronic databases,
written materials, work papers, manuals, or other documents or instruments identified as 'Deliverables' herein or
which, by their nature, are to be owned by Cary, Cary shall be granted, at no additional cost, ownership of all such
Deliverables. Cary is and will be the sole and exclusive owner of all right, title, and interest in and to all Deliverables
and associated work product, including all Intellectual Property Rights therein. Seller acknowledges and agrees that
any and all work product that may qualify as "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.
101) is hereby deemed "work made for hire" for Cary and all copyrights therein shall automatically and immediately
vest in Cary. In the event Seller creates Deliverables or work product that requires a license, Seller will convey with
the ownership of Deliverables or work product, a perpetual license required for the operation of the Deliverables or
work product.
Seller shall provide all Documents and Deliverables in electronic form to Cary in read-only MS-Windows compatible
format (including either screen readable .pdf or HTML formats). In addition, all drawings shall be CAD generated
and shall be provided on electronic media downloadable onto an AutoCAD based system. All Deliverables (draft
and final) intended for presentation on Cary's website must be provided in a manner and format compatible,
consistent, and in compliance with the U.S. Department of Justice's current accessibility requirements applicable
to local government websites and all Cary technology standards, including but not limited to such material must be
provided in screen readable PDF or HTML versions, be screen-reader friendly, and contain alternate text tags of
no more than 34 characters. In the event that Seller notices any errors in electronic data provided to Cary under
this Agreement, Seller shall immediately notify Cary, and if Seller provided such electronic data, Seller shall
immediately replace same with correct versions thereof.
16. Termination of Services. If the Purchase Order governed by these terms is for the provision of Services of any kind
to Cary, the following terms shall apply to the provision of those Services:
a. Termination for Convenience. Cary may terminate any Services being performed under a Purchase Order
in whole or in part at any time for its convenience upon ten (10) days' written notice to Seller.
b. Termination for Cause. Cary may terminate the Services under a Purchase Order upon fifteen (15) days'
written notice to Seller of a material breach related to such Services, provided the breaching party has not
taken reasonable actions to remedy the breach within such period.
c. Suspension. Cary may order Seller in writing to suspend, delay, or interrupt all or any part of the Services
being performed under a Purchase Order for Cary's convenience. Such suspension shall not terminate the
Purchase Order.
d. Compensation Upon Termination. Upon termination of Services for any reason, Seller shall be paid for
Services satisfactorily completed through the date of termination, less any costs or expenses incurred by
Cary due to Seller's breach, errors, omissions, or mistakes.
e. Post-Termination Obligations. Upon termination of Services, Seller shall:
i. Immediately stop all Services under the Purchase Order except as directed by Cary;
ii. Deliver all completed and partially completed work product and materials related to the Services to
Cary;
iii. Return all Cary property, equipment, and confidential information in Seller's possession; and
iv. Remove Seller's property from Cary premises within ten (10) days.
17. Independent Contractor. Seller is acting as an independent contractor, and not as an employee, partner, or agent
of Cary. Seller has no authority to commit, act for or on behalf of Cary, or to bind Cary to any obligation or liability.
Seller shall not be eligible for and shall not receive any employee benefits from Cary and shall be solely responsible
for the payment of all taxes, FICA, federal and state unemployment insurance contributions, state disability
premiums, and all similar taxes and fees relating to the provision of Goods and/or Services by Seller.