05_-_Agreement.pdf

Agreement - Page 1 of 5

AGREEMENT

THIS AGREEMENT made this _____ day of ____________________________, 2026, between

(hereinafter called the Contractor, and hereinafter treated as if of the singular number and neuter gender) and

County of Greenwood, SC, a political subdivision of the State of South Carolina Suite 102, Park Plaza

600 Monument St., Box P-103 Greenwood, SC 29646

(hereinafter called the Owner), WITNESSETH, that the Contractor and the Owner, for the considerations hereinafter named, agree as follows:

3.01 SCOPE OF WORK - The Contractor shall furnish all the materials and perform all the work described in plans/specifications entitled:

PATCHING, RESURFACING AND LINE STRIPING

OF SELECTED ROADS IN

GREENWOOD COUNTY

APRIL 2026

as prepared by Greenwood County (acting as and in these documents entitled, the "Engineer"), and shall do everything required by this agreement and other contract documents.

3.02 – CONTRACT PRICE – The contract price is $__________________________.

3.03 - TIME OF COMPLETION - The work to be performed under this contract shall be fully and finally completed within 270 days from the date the Notice to Proceed is issued. The Contractor shall be liable to the Owner for any damages sustained by the latter through extra costs of any nature incurred by reason of the Contractor's failure to complete the work within the aforementioned time or any extension thereof which may be granted.

3.04 PAYMENTS - The Owner shall pay the Contractor for the work described in Section 3.01, subject to additions and deductions, in accordance with the lump sums and unit prices stipulated in the bid at the completion of the work and acceptance by the Owner. Partial payments will be allowed for acceptable work in place on a monthly basis. The Owner shall make payment of the certified amount to the Contractor not later than 45 days from the Certification of the Application for Payment.

(A) Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Engineer may require. This schedule, unless objected to by the Engineer, shall be used as a basis for reviewing the Contractor’s Applications for Payment.

(B) Each progress payment shall be calculated as follows:

a. Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by

Agreement - Page 2 of 5 the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of ten (10%) percent;

b. Subtract the aggregate of previous payments made by the Owner; and

c. Subtract amounts, if any, for which the Engineer has withheld or nullified a Certificate for Payment

(C) Payment upon Substantial Completion shall be made in accordance with the General Conditions.

(D) Final payment shall be made by the Owner to the Contractor when the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in the General Conditions, and to satisfy other requirements, if any, which extend beyond final payment and a final Certificate for Payment has been issued by the Engineer.

3.05 THE CONTRACT DOCUMENTS shall consist of the following, all of which are part of the Contract between the parties as though repeated herein or hereto attached.

1. Invitation to Bid

2. Information to Bidders

3. Bid Form

4. Bid Bond 5 Agreement

6. Performance Bond

7. Payment Bond

8. Contract Conditions (General and Supplemental)

9. Plans and/or Detailed Specifications

10. Addenda or Bulletins (if any) as hereunder listed:

3.06 REPRESENTATIONS OF CONTRACTOR

The Contractor represents and warrants:

(A) That the Contractor and its subcontractors are properly and appropriately licensed for their respective work;

(B) That it is financially solvent and experienced in and competent to perform the work and to furnish the labor, plant, materials, supplies or equipment, to be so performed or furnished by it;

(C) That it is familiar with all Federal, State, Municipal and Department laws, ordinances, and regulations, which may in any way affect the work of those employed herein, including, but not limited to any special acts relating to the work or to the project of which it is a part;

(D) That such temporary and permanent work required by the Contract Documents as is to be done by it can be satisfactorily construed and used for the purposes for which it is intended and that such construction will not injure any person or damage any property; and

(E) That it has carefully examined the plans, specifications, and site of the work and that it has satisfied itself as to the nature and location of the work, the character, quality and quantity of surface and subsurface materials likely to be encountered, the character of equipment and other facilities needed for the performance of the work, and the general and local conditions, and all other materials which may in any way affect the work or its performance.

3.07 CONTRACTOR'S BILLS - The Contractor will, if requested, furnish the Owner each month with the names and amounts of accounts of all unpaid creditors for materials or labor furnished during the preceding month. If such accounts are not paid out of the payments received for such work, the Owner may, at its option, if requested by any of the Contractor's creditors, deduct such amounts due the Contractor, which amounts shall, at the option of the Owner, be held by the latter as the property of the creditors, to be paid

Agreement - Page 3 of 5 to any or all of them in such amounts and proportions as the Owner may determine upon proof satisfactory to the Owner of the correctness of the creditors' claims.

3.08 HEIRS, ETC. - This agreement shall bind and insure to the benefit of the heirs, personal representatives and successors of both parties hereto; but it shall not be assigned by either party without the written consent of the others.

3.09 INDEMNIFICATION - The Contractor has agreed to indemnify Owner pursuant to Paragraph 3.11 of the General Conditions in connection with this project. The Owner shall be entitled to recover attorneys’ fees and other costs incurred in enforcing this indemnity obligation.

3.10 BINDING DISPUTE RESOLUTION - Any claim, dispute or other matter in question arising out of or related to the Project and the Contract Documents, including but not limited to this Agreement, and any Exhibits incorporated therein, and the General Conditions, shall be subject to mediation as a condition precedent to binding dispute resolution. If such matters relates to or is the subject of a lien arising out of the Contractor’s services, the Contractor may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.

(A) The Contractor shall require its subcontractors and others engaged or employed by Contractor with respect to the Project to agree to Section3.10 of the Agreement and shall incorporate into the Contractor’s agreements with subcontractors or others the language in Section 3.10 such that the Contractor’s subcontractors and others engaged or employed by it agree to the same terms regarding Binding Dispute Resolution.

(B) The Owner and Contractor shall endeavor to resolve claims, disputes and other matters in question between them by mediation that shall be mediated by a mutually agreed upon mediator. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.

(C) The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in Greenwood County, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

(D) If the parties do not resolve a dispute through mediation pursuant to Section 3.10, the method of binding dispute resolution shall be by means of jury trial in the Greenwood County Court of Common Pleas. The governing law shall be that of South Carolina.

3.11 INSURANCE - Contractor agrees to provide, at a minimum, the insurance limits identified in the General Conditions, included in the APRIL 2026 Bid Documents for PATCHING, RESURFACING AND

LINE STRIPING OF SELECTED ROADS IN GREENWOOD COUNTY.

(A) Contractor shall ensure any subcontractors or others engaged or employed by the Contractor with respect to the Project carry and maintain similar insurance as that required of the Contractor.

(B) Contractor shall provide to the Owner certificates of insurance and endorsements evidencing compliance with the requirements of this Agreement and the Contract Documents. The certificates and required endorsements will show the Owner as an additional insured on the

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Comprehensive General Liability, Automobile Liability, and any umbrella (or excess) policies.

The additional insured coverage shall be for completed and ongoing operations and shall be provide using the ISO Additional Insured Endorsement CG 2010 Edition 10-01, to include Completed Operations coverage, using ISO Endorsement CG 2037 Edition 10-01, or a manuscript endorsement providing similar wording and coverages. The Additional Insured Endorsement will apply on a primary and non-contributory basis before any other insurance, including self-insurance or deductibles. Any coverage of the Owner shall be excess to the additional insured coverage.

(C) The Contractor shall maintain all forms of insurance required by the State of South Carolina.

The Contractor shall ensure that all subcontractors or others engaged or employed by the Contractor carry and maintain similar insurance. The Contractor shall submit proof of such insurance to Owner at time of Contract Award and any time when a change in amount of coverage or carrier occurs. The maintenance of such coverage shall be a condition precedent to Owner’s obligation to pay under this Agreement. The Contractor shall provide to the Owner a certificate(s) of insurance demonstrating that its policy(s) is properly endorsed so that written notice will be provided by Contractor’s insurer(s) to Owner in the event of cancellation, non-renewal, or change in policy limits at least thirty (30) days prior to any cancellation, non-renewal, or change in amount of coverage of the policies.

(D) The Contractor shall also furnish, prior to commencing any work on the Project, Payment and Performance Bonds for the anticipated total cost of the work. Such Payment and Performance Bonds shall be in the full amount of the Contract Price and in such form or forms and with such surety or sureties as the Owner shall approve in writing, covering the faithful performance of the entire Agreement or any phase thereof. Exemplar forms for the Payment and Performance Bonds were provided to Contractor in the Information to Bidders and Owner must approve any other Payment and Performance Bond forms.

3.12 SUBSTANTIAL COMPLETION -

(A) The Contractor agrees and acknowledges that the Owner shall retain the sum of Two Hundred and no/100 ($200.00) from the amount of compensation to be paid to Contractor for each calendar day that actual Substantial Completion exceeds the Contract Time for Substantial Completion. This amount is agreed upon as the proper measure of Liquidated Damages, which the Owner sustains per day by the failure of the Contractor to complete the Work in the stipulated time and is not to be construed in any sense as a penalty. Time is of the essence

(B) Contractor agrees that except for delays caused by acts of intentional interference of the Owner, the Owner shall not in any event be liable to the Contractor for the costs or expenses of delays of any kind whatsoever, and the Contractor shall be fully responsible for making up lost time for all delays except to the extent that the Contractor is entitled to an extension of the contract time.

(C) To the extent there is a delay beyond the Contractor’s control occasioned by an Act of God, such delay may entitle to the Contractor to an extension of contract time in which to complete the work as agreed by the Owner; provided, however, that the Contractor shall immediately give written notice to the Owner of the cause of delay. Act of God shall have the same definition as is included in the General Conditions.

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IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written.

Contractor

Witness:

GREENWOOD COUNTY

By:

Title:

SEAL:

Attest:

END OF SECTION