1-500 2026-IFB-009 Sample Equipment Agreement.pdf

Beaufort-Jasper Water & Sewer Authority CIP-2507 Port Royal Water Reclamation Facility – Secondary Clarifiers

Contract Agreement

This agreement (“Agreement”) is made and entered into this _____ day of __________, 2025 by and between __________________________ (“Contractor”) and Beaufort-Jasper Water & Sewer Authority ( “BJWSA”) a political subdivision of South Carolina, for CIP-2507 Port Royal Water Reclamation Facility – Secondary Clarifiers upon the following terms and conditions.

I. DESCRIPTION AND LIMITATIONS OF SERVICE AGREEMENT

A. The Contractor shall furnish the services described in the Scope of Work outlined in Attachment A, which is incorporated herein by reference, at the time and place specified therein and as agreed upon by BJWSA. Except as listed in this agreement, the Contractor will not subcontract or otherwise engage subcontractors to perform the work herein without prior written approval of BJWSA.

B. BJWSA shall provide such working space, equipment, utilities and material as may be required for performance of said services by the Contractor while on BJWSA premises. Unusual equipment shall be the responsibility of the Contractor unless specified in this agreement as BJWSA furnished equipment.

C. Scope of Work is as follows: Below is a summary of the Scope of Work for CIP-2507 Port Royal

Water Reclamation Facility – Secondary Clarifiers. Please see Exhibit 1 for aerial view and markup.

Outline of Scope:

1. Evaluation of site and existing conditions.

2. The design, manufacture, warrant, and ship of two (2) secondary clarifier mechanisms.

3. Start-up services for the two (2) secondary clarifier mechanisms.

1. PERIOD OF SERVICE AND TERMINATION

A. The term (“Term”) of this Agreement shall be from the date of this agreement until 730 calendar days from the execution of this contract.

B. Either BJWSA may terminate this Agreement at any time by giving the other party written notice of such action at least sixty (60) days prior to the date of termination.

C. BJWSA may without cause terminate this contract in whole or in part at any time for its convenience. In such instance, and adjustment shall be made to the Contractor, for the reasonable costs of the work performed through the date of termination. Termination costs do not include lost profits, consequential damages, delay damages, unabsorbed or under absorbed overhead of the Contractor or its subcontractors, and/or failure to include termination for convenience clause into its subcontracts and material purchase orders shall not expose BJWSA to liability for lost profits in conjunction with a termination for convenience settlement or equitable adjustment. Contractor expressly waives any claims for lost profit or consequential damages, delay damages, or indirect costs which may arise from the BJWSA’s election to terminate this contract in whole or in part for its convenience.

2. COMPENSATION

A. BJWSA will pay to the Contractor monthly for services performed the previous month in accordance with the fees provided in Exhibit A – Bid Form, which is attached hereto and made part of this Agreement.

B. Payment will be made upon submission of invoices by the Contractor showing the BJWSA purchase order number and itemizing the appropriate charges.

C. Monthly invoices shall be EMAILED to invoices@BJWSA.org.

3. INSURANCE

A. The Contractor shall procure and maintain during the life of this Agreement t, whether such operation be by itself or by a subcontractor or anyone directly or indirectly employed by either of them, such insurance as required by statute and/or ordinance to adequately protect BJWSA from any claims or damages, including bodily injury or death, which may arise from them during operations of this Agreement.

B. Limits of Liability: Insurance shall be maintained for not less than:

Coverage Medium Risk Profile (Authority’s Standard Requirement)

Commercial General Liability

Products/Completed Operation Explosion, Collapse & Underground (XCU)

$1,000,000

As above If any, limit To Be Determined

Automobile Liability $1,000,000

Workers’ Compensation Statutory

Employers Liability 500/500/500

Waiver of Subrogation on WC Required if available

Umbrella /Liability N/A

Professional Liability N/A

Environmental/Pollution Liability required if demolition, use of hazardous materials or environmentally sensitive

$1,000,000

All insurance procured must include both ongoing operations and completed operations coverage.

Additionally, all insurance coverage, included the Additional Insured coverage required below, must be maintained for a period of eight (8) years from the date of the Certificate of Substantial Completion or the Certificate of Occupancy, whichever is dated later.

C. Certificates of Insurance: Certificates of Insurance: The Contractor shall furnish to BJWSA, certificates showing the type, amount, class of operations covered, effective dates and expiration dates of all policies. BJWSA, its officers, officials, agents and employees shall be named as an Additional Insured on every required policy of insurance with the exception of the Workers Compensation policies and shall provide the Owner with a copy of the necessary Certificate of Insurance which reflects the designation of BJWSA, its officers, officials, agents and employees as an Additional Insured under the policy. Contractor shall also provide, upon request, a copy of the Declarations Page of the applicable policy also noting BJWSA, its officers, officials, agents and employees as Additional Insureds under the policy. This Additional Insured coverage shall be primary and noncontributory over Owner’s own policies of insurance and shall include both ongoing operations and completed operations coverage for a period of eight (8) years from the date of the Certificate of Substantial Completion or the Certificate of Occupancy, whichever is dated last.

4. SOUTH CAROLINA ILLEGAL IMMIGRATION ACT CONTRACTOR AFFIDAVIT

A. The South Carolina Illegal Immigration Act Contractor Affidavit shall be a requirement of this awarded Contract. Herein referred to as Exhibit B: Required Information – Contractor Illegal Immigration Compliance Affidavit.

5. WAGES AND OVERTIME COMPENSATION

A. The Contractor and each of his subcontractors shall comply with all applicable State and Local Laws or ordinances with respect to the hours worked on this contract and with respect to compensation and overtime.

6. INDEMNIFICATION

A. The Contractor will indemnify and hold harmless BJWSA, its agents and employees from and against all claims, damages, losses and expenses including attorney’s fees arising out of or resulting from the performance of work, provided that any such claims, damages, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including the loss of use resulting there from; and is cause in whole or in part by any negligent or willful act of omission of the Contractor/subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them be liable.

In any and all claims against BJWSA, or any of its agents or employees, by an employee of the Contractor/subcontractor, anyone directly employed by any of them for whose acts any of them may be liable, the indemnification obligation shall not be limited in any way by limitation non the amount or type of damages, insurance coverage available, compensation or benefits payable by or for the Contractor/subcontractor under workmen’s compensation acts, disability acts or other employee benefits acts.

7. WORK SAFETY

A. The Contractor shall provide and enforce a safe work environment as prescribed in the Occupational Safety and Health Act of 1970 as amended. The Contractor will provide such safety equipment, training and supervision as may be required by BJWSA and/or applicable law. The Contractor shall ensure its subcontractors provide a similar provision.

8. TAXES

A. The compensation stated herein includes all applicable taxes and will not be changed hereafter as the result of the Contractor’s failure to include any applicable tax, or as the result of any change in the Contractor’s tax liabilities.

9. POINT OF CONTACT

A. The BJWSA point of contact for the Contractor in performing services defined in the RFP is:

Name: ____________________________________________ Email: ___________________________ Phone: _______________________________

B. The Contractor’s point of contact for correspondences to BJWSA is:

Name: __________________________________ Email: ______________________________ Address: __________________________________________ City: ______________________ State: ______ Zip: ________ Phone: ______________________

10. EXAMINATION OF RECORDS

A. BJWSA shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor involving transactions related to this agreement until the expiration of three (3) years after final payment has been made hereunder.

11. CONFLICT OF INTEREST

A. The Contractor will not hire any employee of BJWSA to perform any service covered by the agreement.

B. The Contractor affirms that to the best of his knowledge there exists no actual or potential conflict between the Contractor’s family, business or financial interest and his services under this agreement, and in the event of change in either his private interest or service under this agreement, he will raise with BJWSA any question regarding possible conflict of interest which may arise as a result of such change.

12. INSPECTION

A. The services furnished to accomplish the “Scope of Work” shall be in accordance with applicable industry standards.

13. FORCE MAJEURE

A. The Contractor shall 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. 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; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.

14. SC LAW CLAUSE

A. Upon award of a contract under this proposal, the contract awardee must comply with local and

State laws and be authorized and/or licensed to do business in South Carolina. The laws of the State of South Carolina, County of Beaufort shall govern the resulting contract.

15. OFFEROR’S QUALIFICATIONS

A. Contractor must, upon request of the Beaufort Jasper Water and Sewer Authority, furnish satisfactory evidence of its ability to furnish services in accordance with the terms and conditions of this contract. BJWSA reserves the right to make the final determination as to the offeror’s ability to provide the services requested herein, before entering into any contract.

16. PRIME CONTRACTOR RESPONSIBILITIES

A. The Contractor will be required to assume sole responsibility for the complete effort, as required by this RFP. BJWSA will consider the Contractor to be the sole point of contact with regard to contractual matters.

17. SUBCONTRACTING

A. If any part of the work covered by this RFP is to be subcontracted, the Contractor shall identify the subcontracting organization and the contractual arrangements made with same. All subcontractors must be approved, in writing by BJWSA. The successful offeror will also furnish the corporate or company name and the names of the officers of any subcontractors engaged by the vendor.

18. OWNERSHIP OF MATERIAL

A. Ownership of all data, material, and documentation originated and prepared for the Authority pursuant to this contract shall belong exclusively to BJWSA.

19. ENTIRE AGREEMENT

A. This Agreement (including any schedules or exhibits referenced herein and attached hereto) constitutes the entire agreement and understanding between parties with respect to the matters contained herein. This Agreement supersedes any prior agreement and/or understandings. This Agreement may only be modified, amended or extended by a written instrument executed by both parties. The laws of the State of South Carolina shall govern this Agreement.

In witness whereof, the Contractor has caused this Agreement to be signed in its corporate name by its authorized representative and BJWSA has caused this Agreement to be signed in its legal corporate name by persons authorized to execute said Agreement as of the Effective Date.

Signature of Contractor’s Representative Name: (Please Print) ___________________________________________

Signature: _____________________________________________________

Date: _________________________________________________________

BEAUFORT-JASPER WATER & SEWER AUTHORITY

BY: Richard Groth

Director of Procurement & Risk Management

Date: ________________________________________________________