Sample Contract Page 1 of 9 CONTRACT FOR SERVICES FOR

Sample Contract Page 1 of 9

CONTRACT FOR SERVICES FOR BEAUFORT COUNTY

THIS AGREEMENT (the “Agreement”) is made this XX Day of __________ 20XX, by and

between Beaufort County, a political subdivision of the State of South Carolina (hereinafter

referred to as “County”) and ______________, LLC. (hereinafter referred to as “Design/Builder”).

WITNESSETH:

WHEREAS, the Design/Builder and the County desire to enter into an agreement to design and

construct the roads as described in RPF/RFQ/IFB XXXXXXE, subject to the terms,

specifications, conditions and provisions of the request for proposal as heretofore mentioned.

NOW, THEREFORE, the Design/Builder and the County agree to all of these terms, conditions,

specifications, provisions and the special provisions as listed below:

A. This Agreement is deemed to be under and shall be governed by and construed

according to the laws of the State of South Carolina.

B. Any litigation arising out of the Agreement shall be held only in a Circuit Court of

Beaufort County, Beaufort, South Carolina, in the Fourteenth Judicial Circuit.

C. The Design/Builder shall not sublet, assign, nor by means of a stock transfer sale

of its business, assign or transfer this Agreement without the written consent of the

County.

D. This Agreement, including the terms, conditions, specifications and provisions

listed herein makes up the entire contract between the Design/Builder and County.

No other agreement, oral or otherwise, regarding the subject matter of this

Agreement shall be deemed to exist or bind either party hereto.

E. It is understood that this Agreement shall be considered exclusive between the

parties.

F. Any provisions of this Agreement found to be prohibited by law shall be

ineffective, to the extent of such prohibition, without invalidating the remainder of

the Agreement.

NOW, THEREFORE, in consideration of mutual covenants contained herein, the parties agree

as follows:

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ARTICLE 1

DESCRIPTION

This Agreement shall consist of the terms, conditions, specifications and provisions contained in

RFP/RFQ/IFB XXXXXXE dated _______ (Exhibit “A”), the Design/Builder’s Proposal dated

____________ (Exhibit “B”) and the Approval from County Council dated _________________

(Exhibit “C”) all of which are made a part hereof and incorporated herein by reference.

In the event that there is any conflict or inconsistency between the terms and conditions of this

Agreement and those of the terms and conditions of the RFP/RFQ/IFB XXXXXXE and the

responsive Bid Proposal, the terms of this Agreement shall control and govern the rights and

obligations of the Parties.

ARTICLE 2

LIABILITY

The County and Design/Builder shall not be responsible to each other for any incidental, indirect

or consequential damages incurred by either Design/Builder or County. Further, Design/Builder’s

liability to the County and any other party for any losses, injury or damages to persons or properties

or work performed arising out of/in connection with this Agreement and for any other claim,

whether the claim arises in contract, tort, statute or otherwise, shall be limited to the amount of the

total fees due to the Design/Builder from the County hereunder.

ARTICLE 3

INDEMNIFICATION AND HOLD HARMLESS

The Design/Builder does hereby agree to indemnify and save harmless the County, its officers,

agents and employees from and against any and all third party liability, claims, demands, damages,

fines, fees, expenses, penalties, suits, proceedings, actions and cost of actions, including attorney’s

fees for trial and on appeal of any kind and nature to the extent arising or growing out of or in any

way connected with the negligent performance of the Agreement, by Design/Builder, its agents,

servants or employees; provided, however that any such liability or damages shall be reduced to

the extent caused by the acts or omissions of the County.

ARTICLE 4

ASSIGNMENT

Design/Builder shall not assign or subcontract any rights or duties of this Agreement, except to an

affiliated company, without the expressed written consent of the County, which consent shall not

be unreasonably withheld, conditioned or delayed. Any assignment or subcontract without the

written consent of County shall be void and this Agreement shall terminate at the option of the

County.

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ARTICLE 5

TERM

The term of this Agreement shall begin _____________ and continue for XXX days to end on

_____________. Any request for extensions to this completion date MUST be submitted to the

County for approval.

ARTICLE 6

COMPENSATION

Compensation is based on Design/Builder’s proposed fee as outlined in their proposal. The

County’s cost of this Agreement through the term of the contract shall not exceed $XXXX

(_________dollars) and will follow the fee schedule provided in the Contract proposal subject to

the terms and conditions of this Agreement.

The County and the Design/Builder agree that the Design/Builder will track the overall cost of

each task and will advise the County in writing PRIOR TO exceeding the maximum cost delineated

in this Article. This Scope of Work may be modified in the future by mutual agreement of the

County if needed to re-allocate fees among these tasks or to adjust the maximum cost not to exceed.

Work performed on this Contract will be accounted for separately by the Design/Builder.

Termination for Non-appropriation of Funds: All terms of compensation provided for herein, are

subject to the County’s procurement procedures and practices, including necessary approvals of

County Council. In the instance County Council declines to appropriate funds for compensation

under the terms provided herein, this contract shall be deemed null and void as of the end of the

then current appropriation period. Failure of County Council to appropriate funds shall not result

in any penalty nor subject the County to any liability for any claims of specific performance, writ

of mandamus, breach of contract, negligence or any other legal claim.

ARTICLE 7

INSURANCE

Design/Builder does hereby covenant, agree and hereby represent to the County that it has obtained

worker’s compensation insurance, general liability and automobile liability insurance, as well as

providing coverage against potential liability arising from and in any manner relating to the

Design/Builder’s use or occupation of the premises during the course of performing the contracted

services, all in accordance with and as described in the County’s RFP/RFQ/IFB XXXXXXE.

INSURANCE REQUIREMENTS:

INSURANCE REQUIREMENTS: Prior to commencing work/delivery hereunder,

Contractor/Vendor, at his expense, shall furnish insurance certification showing the

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certificate holder as Beaufort County, P.O. Drawer 1228, Beaufort, SC 29901-1228,

Attention: Purchasing Director and with a special notation naming Beaufort County as an

additional insured on the liability coverage. Minimum coverage shall be as follows:

(A) Worker’s Compensation Insurance - Contractor shall have and maintain, during the

life of this contract, Worker’s Compensation Insurance for his employees

connected to the work/delivery, in accordance with the Statutes of the State of

South Carolina and any applicable laws.

(B) Commercial General Liability Insurance – Contractor shall have and maintain,

during the life of this contract, Commercial General Liability Insurance. Said

Commercial General liability Policy shall contain Contractual Liability and

Products/Completed Operations Liability subject to the following minimum limits:

$1,000,000 Each Occurrence/ $2,000,000 General Aggregate and $2,000,000

Products/Completed Operations Aggregate naming Beaufort County as an

additional insured.

maintain, during the life of this contract, Comprehensive Automobile Liability,

including non-owned and hired vehicle, of at least $1,000,000 COMBINED

SINGLE LIMIT.

(D) ADDITIONAL INSURANCE REQUIREMENT: Umbrella Liability Insurance –

Contractor shall have and maintain, during the life of this contract, Umbrella

Liability Insurance with a minimum limit of $2,000,000

(E) Professional Liability (Errors & Omissions) – The vendor shall maintain a limit no

less than $1,000,000 per occurrence.

(F) The required insurance policy at the time of issue must be written by a company

licensed to do business in the State of South Carolina and be acceptable to the

County.

(G) The Contractor/vendor shall not cause any insurance to be canceled or permit any

insurance to lapse. All insurance policies shall contain a clause to the effect that the

policy shall not be canceled or reduced, restricted or limited until fifteen (15) days

after the County has received written notice, as evidenced by return receipt of

registered or certified letter. Certificates of

Insurance shall contain transcript from the proper office of the insurer, the location,

and the operations to which the insurance applies, the expiration date, and the

above-mentioned notice of cancellation clause.

(H) The information described above sets forth-minimum amounts and coverages and

is not to be construed in any way as a limitation on the Contractor’s liability.

ARTICLE 8

DEFAULT

In the event of default or breach of any condition of this Agreement resulting in litigation, the

prevailing party would be entitled to reasonable attorneys’ fees fixed by the Court. The remedies

herein given to County shall be cumulative, and the exercise of any one remedy by the County

shall not be to the exclusion of any other remedy.

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ARTICLE 9

TERMINATION

In the event that Design/Builder fails to perform (or fails to commence the cure of any breach,

which shall be diligently prosecuted in good faith) the services described within ten (10) business

days of its receipt of a written demand from the County, County may terminate the Agreement

immediately upon notice provided such notice is at least ten (10) business days following the

County’s notice of non-performance. In the event that the County breaches any of the terms of

this Agreement including, but not limited to, non-payment, and fails to cure such breach within

fifteen (15) business days of its receipt of a written demand from the Design/Builder,

Design/Builder may terminate the Agreement immediately upon notice, provided such notice is at

least fifteen (15) business days following the Design/Builder’s notice of breach. Upon such

termination, the County has the right to award a Contract to an alternate Design/Builder.

ARTICLE 10

COUNTY RESPONSIBILITIES

The County will be responsible to provide the Design/Builder reasonable access to County

locations when necessary, ensure cooperation of County employees in activities reasonable and

appropriate under the project, and obtain authorization for access to third party sites, if required.

ARTICLE 11

FORCE MAJEURE

Should performance of Design/Builder services be materially affected by causes beyond its

reasonable control, a Force Majeure results. Force Majeure includes, but is not restricted to, acts

of God, acts of a legislative, administrative or judicial entity, acts of Design/Builders other than

subcontractors of Design/Builder, fires, floods, labor disturbances, and unusually severe weather.

Design/Builder will be granted a time extension and the parties will negotiate an adjustment to the

fee, where appropriate, based upon the effect of the Force Majeure upon Design/Builder’s

performance.

ARTICLE 12

SEVERABILITY

Every term or provision of this Agreement is severable from others. Notwithstanding any possible

future finding by a duly constituted authority that a particular term or provision is invalid, void, or

unenforceable, this Agreement has been made with the clear intention that the validity and

enforceability of the remaining parts, terms and provisions shall not be affected thereby.

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ARTICLE 13

INDEPENDENT DESIGN/BUILDER

The Design/Builder shall be fully independent in performing the services and shall not act as an

agent or employee of the County. As such, the Design/Builder shall be solely responsible for its

employees, subcontractors, and agents and for their compensation, benefits, contributions and

taxes, if any.

ARTICLE 14

NOTICE

The Design/Builder and the County shall notify each other of service of any notice of violation of

any law, regulation, permit or license relating to the services; initiation of any proceedings to

revoke any permits or licenses which relate to such services; revocation of any permits, licenses

or other governmental authorizations relating to such services; or commencement of any litigation

that could affect such services. Such notice shall be delivered by U. S. mail with proper postage

affixed thereto and addressed as follows:

County: Beaufort County Administrator

Attn: Ashley Jacobs

P. O. Drawer 1228

Beaufort, SC 29901-1228

Beaufort County

Attn: Beaufort County Purchasing Director

P. O. Drawer 1228

Beaufort, SC 29901-1228

Design/Builder:

ARTICLE 15

CHANGE ORDERS

Should the Scope of Work as noted in Article 1 of this Agreement change as a result of:

a) County requested changes to the approved Scope of Work, or

b) Increase in work needed to complete any approved Change Order as a result of

unexpected occurrence outside of the control of the Design/Builder, or

c) The County requests additional Change Orders from the Design/Builder,

Then the Design/Builder will prepare and submit to the County an amendment to the applicable

Change Order, or where no Change Order is in place of such additional services, the

Design/Builder will prepare a Change Order for the County’s review. No additional services will

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be undertaken by the Contactor without the approval of a Change Order or Change Order

Amendment by the County.

ARTICLE 16

AUDITING

The Design/Builder shall make available and provide to the County if requested, true and complete

records with fifteen days’ notice, which support billing statements, reports, performance indices,

and all other related documentation. The Design/Builder agrees that it will keep and preserve for

at least three years all documents related to the Agreement, which are routinely prepared, collected

or compiled by the Design/Builder during the performance of this Agreement.

ARTICLE 17

GRATUITIES

The right of the Design/Builder to proceed or otherwise perform this Agreement, and this

Agreement may be terminated if the County Administrator or her appointed designee determine,

in their sole discretion, that the Design/Builder or any officer, employee, agent, or other

representative whatsoever, of the Design/Builder offered or gave a gift or hospitality to a County

officer, employee, agent or Design/Builder for the purpose of influencing any decision to grant a

County Contract or to obtain favorable treatment under any County Contract.

ARTICLE 18

INVOICES

All invoices for work done under this Agreement should be directed to the County Representative,

Andrea Atherton –

Located at: Beaufort County Engineering Department

2266 Boundary Street

Beaufort, S.C. 29906

Invoices should include:

a) Period of time covered by the invoice

b) Summary of work performed for the billing period

c) Purchase order and Contract Number

d) Tax Identification Number

Unless otherwise indicated, all invoices must be timely and accurate.

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ARTICLE 19

PURCHASE ORDERS

The County will issue Purchase Orders from properly executed requisitions for this Agreement

and each approved Change Order. The County shall not be responsible for invoices of $500 or

more that do not have a purchase order covering them.

ARTICLE 20

ORDER OF DOCUMENTS

The following are incorporated into and made a part of this Agreement by reference:

a) RFP, Bid Response and Beaufort County Council Approval.

In the event that there is any conflict or inconsistency between the terms and conditions of this

Agreement and those of the terms and conditions of the RFP/RFQ/IFB XXXXXXE and the

responsive Bid Proposal, the terms of this Agreement shall control and govern the rights and

obligations of the Parties

ARTICLE 21

TOTAL AGREEMENT

This Agreement constitutes the entire contract between the parties hereto. No

representations, warranties or promises pertaining to this Agreement have been made or shall be

binding upon any of the parties, except as expressly stated herein.

This Agreement shall be construed in accordance and governed by the laws of the

State of South Carolina.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the

day and year first above written.

WITNESSES: BEAUFORT COUNTY, a political

Subdivision of the State of South Carolina

_____________________________

_____________________________ Signature: _________________________

Name: Ashley Jacobs,

County Administrator

P. O. Drawer 1228

Beaufort, SC 29901-1228

Phone: 843-255-2026

Fax: 843-255-9403

Date: __________________

WITNESSES: ___________________________.

_____________________________ Signature: ________________________

Name: ___________________________

Address: _________________________

_____________________________ Phone: ___________________________

Email: ___________________________

Date: _____________________________