The Contractor and all subcontractors, if any, shall obtain permits, as may be necessary, and required by City, County and State agencies.

Contractor shall not advertise, issue a press release or otherwise publish information concerning this solicitation or contract without prior written consent of the County. The County shall not unreasonably withhold permission. Contractor agrees not to refer to award of this solicitation/contract in commercial advertising in such manner as to state or imply that the products or services provided are endorsed or preferred by Berkeley County.

The Revised Code of the Berkeley County Ordinances, Rules and Regulations and Policies shall apply. It shall be the responsibility of the Offeror to be familiar and comply with said regulations/policies.

Each and every provision of law and any clause required by law to be in the contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party the contract shall forthwith be physically amended to make such insertion or correction.

The County reserves the right to waive any provisions of this agreement.

Upon award of a contract or Purchase Order under this bid, the person, partnership, association, or corporation to whom the award is made must comply with the laws of South Carolina which require such person or entity to be authorized and/or licensed to do business in this state. Notwithstanding the fact that applicable statutes may exempt or exclude the successful offeror from requirements that it be authorized and/or licensed to do business in this state, by submission of this signed bid, the offeror agrees to subject itself to the jurisdiction and process of the courts of the State of South Carolina, to all matters and disputes arising or to arise under the contract and performance thereof, including any questions as to the liability for taxes, licenses, or fees levied by the State.

Offeror shall give all notices and pay all royalties and fees. S/he shall defend all suits or claims for infringement of any patent rights and shall hold the County harmless from loss on account thereof.

Contractor will maintain confidential any documents or information provided by the County and will not release, distribute or publish same to any third party without prior permission from the County, unless compelled by law or order of a court or regulatory body of competent jurisdiction. Such release will occur only after prior notice to the County.

Ownership of all data, material, documentation, and deliverables originated and prepared for the County pursuant to this contract shall belong exclusively to the County. They are not intended or represented to be suitable for reuse by County or others on extensions of the project or on any other project. Notwithstanding these provisions, the County shall be provided, upon request, a reproducible copy of any drawing or document produced under this Agreement at the cost of reproduction and will be permitted full use of such documents subject to the limitations set forth herein.

The construction, interpretation and performance of any Final Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina. The County and Contractor further agree that the Final Agreement shall be deemed to be made and performed in Berkeley County, South Carolina.

Contractor agrees to produce documents, witnesses and/or general assistance to any litigation, arbitration or mediation involving the County, if the County requests such documents, witnesses and/or general assistance. The County shall reimburse Contractor for all direct expenses incurred and time according to Contractor’s rate schedule as of the date of the execution of the Final Agreement.

Should any section, paragraph, clause, phrase, or provision of any Final Agreement be determined invalid or held unconstitutional by a court of competent jurisdiction, such declaration shall not affect the validity of any Final Agreement as a whole or any part or provision thereof, other than the part so decided to be invalid or unconstitutional.

Contractor’s records which pertain to this Contract must be open for inspection and/or audit by the County upon request for a period of five years after each contract year. For audit purposes, the County must verify that the material cost billed as a result of the contract are correct. Contractor must provide the County, upon its request, documentation of material purchase costs (e.g. copy of invoice from its supplier), and rental equipment is being invoiced properly.

The County has a duty to conform to applicable codes, standards, regulations and ordinances with regard to public health and safety. Contractor will at all times alert the County to any matter of which Contractor becomes aware and believes requires the County to issue a notice or report to certain public officials, or to otherwise conform with applicable codes, standards, regulations or ordinances. If the County decides to disregard Contractor’s recommendations in these respects, Contractor shall employ its best judgment in deciding whether or not it should notify public officials.

The Contractor will comply with all Federal and State requirements concerning fair employment. During the performance of this Contract, the Consultant agrees to provide equal employment opportunities. The Consultant will not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, national origin, physical handicap, or marital status.

The contractor agrees to indemnify and save harmless the County of Berkeley and all County officers, agents and employees from any and all claims, suits, actions, legal proceedings, damages, costs, expenses & attorney fees of every name and description, arising out of or resulting from the use of any materials furnished by the contractor, or any work done in the performance of the contract arising out of a willful or negligent act or omission of the provider, its officers, agents and employees; provided that such liability is not attributable to a willful or negligent act or omission on the part of the County, its officers, agents and employees.

By submitting an offer, Offeror certifies that it will comply with the applicable requirements of Title 8, Chapter 14 of the South Carolina Code of Laws (originally enacted as Section 3 of The South Carolina Illegal Immigration Act, 2008 S.C. Act No. 280) and agrees to provide upon request any documentation required to establish either: (a) the applicability of Title 8, Chapter 14 to Offeror and any subcontractor or sub-subcontractors; or (b) the compliance with Title 8, Chapter 14 by Offeror and any subcontractors or sub-subcontractors.

Pursuant to Section 8-14-60, a person who knowingly makes or files any false, fictitious, or fraudulent document, statement, or report pursuant to this chapter is guilty of a felony and, upon conviction, must be fined within the discretion of the court or imprisoned for not more than five years, or both.

Offeror agrees to include in any contracts with its sub-contractors language requiring the subcontractors to (a) comply with the applicable requirements of Title 8, Chapter 14, and (b) include in any contracts with the sub-subcontractors language requiring the sub-subcontract to comply with the applicable requirements of Title 8, Chapter 14. In the event any contractor, subcontractor and/or sub-subcontractor is found not to be in compliance with the SC Immigration Reform Act, the Contractor agrees to fully indemnify the County for any loss suffered by the County as a result of such contractor, subcontractor or sub-subcontractor’s failure to comply with the Act.

The contractor assumes full responsibility and liability for compliance with any and all local, state and federal laws and regulations applicable to Contractor and his employees including, but not limited to, compliance with the EEO guidelines, the Occupational Safety and Health Act of 1970, and minimum wage guidelines. Contractor’s professional services shall incorporate those federal, state and local laws, regulations, codes and standards that are applicable at the time Contractor rendered its services. Contractor shall not be responsible for any claim or liability for injury or loss allegedly arising from Contractor’s failure to abide by federal, state or local laws, regulations, codes and standards that were not in effect or publicly announced at the time Contractor rendered its services.

The Contract documents consist of the County-Contractor Purchase Order, the General Conditions of the Contract or Purchase Order (General, Supplementary and other Conditions), Statement of Work, Deliverables and all Addenda issued prior to and all Modifications issued after execution of the Contract.

The Contract or Purchase Order documents shall be signed by the County and the Successful Bidder. By executing the Contract or accepting the Purchase Order, the Contractor represents that he has visited the site, familiarized himself with the local conditions under which the Work is to be performed, and correlated his observations with the requirements of the Agreement.

The intent of the Agreement is to include all items necessary for the proper execution and completion of the Work. Work not covered in the Agreement will not be required unless it is consistent therewith and is reasonably inferable therefrom as being necessary to produce the intended results.

Whenever the Contractor wants detailed drawings or directions to settle any doubts in his mind as to requirement or requirements of Contract Drawings and Specifications, he shall apply to the County and the Construction Manager in ample time, so that the same may be prepared or given without causing any delay in the execution of Work.

The organization of the specifications into division, section and articles, and the arrangement of Drawings shall not control the Contractor in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade.

Attention is called to the fact that the Work set forth in the Bid is urgently needed by the County and that time is of the essence. All completion dates are set forth in the Notice to Proceed or the Purchase Order.

All drawings, specifications and copies thereof furnished by the County are and shall remain his property. They are to be used only with respect to this Project and are not to be used on any other project.

The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law or equity. No action or failure to act by the County, or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.

Any Contract arising from this Bid shall be governed by the laws of the State of South Carolina, and for the purposes of venue, all suits or causes of action arising out of the Final Agreement shall be litigated only in the Circuit Court of Berkeley County, South Carolina (the Ninth Judicial Circuit). The prevailing party shall be entitled to reasonable attorney’s fees and all costs of said litigation.

The County and the Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in respect to all covenants, Contracts and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract or sublet it as a whole without the written consent of the other.

To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the County and their agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and (2) is caused in whole or in part by any negligent act or omission of the Successful Bidder, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity that would otherwise exist.

The successful bidder shall procure, maintain, and provide proof of insurance coverage for injuries to persons and/or property damage as may arise from or in conjunction with the work performed on behalf of the County by the bidder, his agents, representatives, employees or subcontractors. Proof of coverage shall be submitted ten (10) days prior to the commencement of work and such coverage shall be maintained by the bidder for the duration of the contract period; for occurrence policies.

Subject to the provisions below, the County may terminate the solicitation/contract by providing a thirty (30) day written advance notice to Contractor.

• Termination for Convenience In the event this solicitation/contract is terminated or cancelled for the convenience of the County, the County will negotiate reasonable termination costs, if any.
• Non-Appropriations Any contract entered by the County shall be subject to cancellation without damages or further obligation when funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period or appropriated year.
  This contract is approved and funded contingent upon annual appropriations being established by Berkeley County Council to provide funding necessary to meet the requirements of the contract. Such funding is approved on a fiscal year basis with the fiscal year commencing on July 1st and terminating on June 30th of the following year. In order for the contract to remain in effect, such appropriation must be approved on an annual basis throughout the term of the contract. In the event that an annual appropriation is not approved, Berkeley County shall not be held responsible for any liabilities beyond the remaining annual term prior to the new budget year.
• Termination for Cause The County may terminate the contract at any time for the failure of the Contractor to perform any obligation under this solicitation/contract, or for any other good and sufficient cause. The County shall only pay Contractor for services rendered prior to the termination notice date, less any liquidation costs assessed for Contractor non-performance.
• Mitigation of Termination Costs In the event that the contract is terminated, Contractor will be liable for any costs in excess of contract pricing incurred by the County to complete the contract or provide for continuity of services. The County reserves the right to purchase any or all services and materials on the open market. The County will not entertain subsequent offers from the terminated Contractor until these liquidation costs are paid by Contractor.

  Such costs may include, but are not limited to, the cost of using the County’s employees or employees of any other entity to perform the obligations of the contract. All deductions from any money due Contractor are to be as liquidated damages and not as a penalty. It is the County’s intent to give Contractor a reasonable opportunity, whenever practicable, to correct any such failure to perform. In no circumstances shall any uncorrected situation extend for more than five days. The County will make the following deductions from the contract sum in the event that the contractor fails to perform any of the required work within the required time limits:

  • For use of County’s forces — actual cost involved.
  • For use of another contractor — the amount charged by said Contractor.

  The County reserves the right to hold back and/or withhold part or complete payments for unsatisfactory work, deficiencies, etc. until said defects are satisfactorily corrected or cleared.

• Excusable Delay Contractor will not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the contractor. However, contractor shall notify the Construction Administrator and the County’s Procurement Department in writing within twenty-four hours of such event. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather.

Compensation for services provided under this Agreement shall be either on a “Time and Material” or a “Lump Sum” basis. The compensation method used for individual work assignments shall be mutually agreed to by the parties hereto.