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 the award of this solicitation/contract in commercial advertising in a manner that would state or imply that the products or services provided are endorsed or preferred by Berkeley County.

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.

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 the 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 the 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.

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.

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.

All applicable laws, ordinances, rules and regulations of any regulatory agency shall be binding upon the successful Bidder throughout the term of the Contract. 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.

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.

It shall be the responsibility of the successful Bidder to communicate any and all problems or delays, and any information pertaining to this Contract to their respective County contact.

Successful Bidder shall install the referenced products at a location agreed upon by both parties. Shipping shall be F.O.B. destination. All equipment and installation of equipment shall be successfully received as per agreed to by both parties.

The successful Bidder warrants to the County that all materials and equipment furnished under this Contract will be new unless otherwise specified, and that all work will be of good quality, free from faults and defects and in conformance with the Contract Documents. All work not conforming to these requirements, including substitutions not properly approved or authorized may be considered defective. If required by the County, the successful Bidder shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

• The successful Bidder shall guarantee all workmanship and materials to be free of defects of any type for the time specified in the Manufacturer’s Product Warranty, or the time reasonably expected by the discipline, or provided by the Statute of Limitations, whichever time is greater after the date of final payment.
• Any and all manufacturers’ warranties on any equipment or materials will be passed on to the County and copies of said warranties will be furnished by the successful Bidder to the County upon completion and final acceptance of the project.
• Upon written notice from the County, the successful Bidder shall within five (5) calendar days, correct all reported defects without any additional cost to the County.

Subject to the provisions below, any Contract resulting from this Informal Bid may be terminated by the County, provided a fifteen (15) day advance notice, in writing, is given to the successful Bidder.

• Non-Appropriations In the event sufficient appropriations are not made to pay the charges under the Contract it shall terminate without obligation to the County.
• Convenience In the event that this Contract is terminated or canceled upon request and for the convenience of the County without the required fifteen (15) day advance written notice, then the County shall negotiate reasonable termination costs, if applicable.
• Cause Termination by the County for cause, default or negligence on the part of the successful Bidder shall be excluded from the foregoing provisions; termination costs, if any, shall not apply. The fifteen (15) day advance notice requirement is waived and the default provision listed herein shall apply.

In case of default by the successful Bidder, the County reserves the right to purchase any or all items and services in default on the open market, charging the successful Bidder with any excessive costs.