1-IFB 2025-26 Old Schoolhouse Park Restroom Improvements.pdf

TOWN OF HILTON HEAD ISLAND

Proposal Transmittal Page

1 | P a g e

Date Advertised: August 25, 2025

Vendors shall complete all information requested on this page and submit it with their Bids

INVITATION

FOR BID

(IFB)

BID SUBMISSION

Bids will ONLY be accepted electronically via the Town’s Procurement Portal which can be accessed using the link below:

hiltonheadislandsc.bonfirehub.com/portal

Solicitation Number:

IFB 2025-26

Description/Title:

Old Schoolhouse Park Restroom Facility Improvements

*Bid Submittal Deadline:

5:00 pm Eastern Time on September 23, 2025

*Bids will not be accepted after the stated time and date.

Bids will be publicly opened via virtual conference at 10:00 am Eastern Time on September 24, 2025.

The link to participate in the virtual opening is provided in Section I of this IFB.

Pre-Bids Conference Information:

Town Contact:

Jessica Cummings, Contracts Administrator jessicac@hiltonheadislandsc.gov

(843) 715-8241

Deadline For Questions:

5:00 pm Eastern Time on September 12, 2025 Questions should be submitted through the Town’s Procurement Portal using the “Ask a question” button.

Vendor Name: Vendor Contact Name:

Vendor Mailing Address:

Vendor Contact Phone:

City-State-Zip-Code: Vendor Contact Email Address:

By signature below, I certify that this Bids is made and submitted without prior understanding, agreement, or connection with any corporation, firm or any corporation, firm, or person submitting a Bids for the same materials, supplies, equipment or services, and is in all respects fair and without collusion or fraud. I agree that this Bids shall be good and held open for a period of at least sixty (60) calendar days from the Submittal Deadline. I agree to abide by all conditions of this solicitation and certify that I am authorized to sign this Bids on behalf of the Offeror.

Vendor Authorized Signature:

Signature Date

Name and Title of Signatory:

Name:______________________________________________

Title:_______________________________________________ https://hiltonheadislandsc.bonfirehub.com/portal/?tab=openOpportunities mailto:richg@hiltonheadislandsc.gov

2 | P a g e

IFB 2025-26

Old Schoolhouse Park Restroom Facility Improvements

TABLE OF CONTENTS

BIDS TRANSMITTAL PAGE

TABLE OF CONTENTS

REQUEST FOR BIDS: IFB 2025-26:

I. GENERAL INFORMATION

II. SCOPE OF WORK

III. BIDS REQUIREMENTS AND FORMATTING

IV. EVALUATION CRITERIA AND CONTRACT AWARD

V. STANDARD CONTRACT TERMS AND CONDITIONS

EXHIBIT A: CHECKLIST OF SUBMITTAL REQUIREMENTS

EXHIBIT B: PRICING FORM (see separate Excel document)

EXHIBIT C: SURETY FORM

EXHIBIT D: SC ILLEGAL IMMIGRATION ACT AFFIDAVIT

EXHIBIT E: SAMPLE TOWN AGREEMENT

EXHIBIT F: GENERAL CONDITIONS

EXHIBIT G: SPECIAL CONDITIONS

EXHIBIT H: SPECIAL PROVISIONS

EXHIBIT I: PLANS AND SPECIFICATIONS (see separate pdf document)

EXHIBIT J: CERTIFICATE OF LICENSE

EXHIBIT K: NON-COLLUSION STATEMENT

EXHIBIT L: REFERENCE FORM

EXHIBIT M: SMALL & MINORITY BUSINESS GOOD FAITH PACKET

3 | P a g e

I. GENERAL INFORMATION AND SUBMITTAL INSTRUCTIONS

The Town of Hilton Head Island (“Town”) is soliciting sealed bids from qualified contractors (“Bidders” or “Contractors”) to complete the Old Schoolhouse Park Restroom Facility Improvements in accordance with specifications provided herein.

Bids must be submitted by the Bids Submittal Deadline shown on the Transmittal Page. Bids will ONLY be accepted electronically via the Town’s Procurement Portal which can be accessed using the following link hiltonheadislandsc.bonfirehub.com. If electronic submittal poses a hardship, please notify the Town Contact person identified on the Transmittal Page.

Bids will be publicly opened via virtual conference at the date and time indicated on the Transmittal Page. The names of firms submitting Bids and pricing information will be shared at that time. To participate, please use the following meeting link and information.

Virtual Opening of Bids Link and Information 10:00 am Eastern Time September 24, 2025

Microsoft Teams Need help?

Join the meeting now Meeting ID: 213 722 669 815 8 Passcode: EH3iM6uz

All questions regarding this solicitation must be submitted in writing via the Town’s Procurement Portal using the “Ask a question” button. Questions will be publicly answered via the Procurement Portal as well. PLEASE NOTE THAT SINCE VENDOR Q&A WILL BE

PUBLICLY POSTED ON THE PROCUREMENT PORTAL, THE TOWN WILL NOT BE ISSUING ANY

ADDENDUMS RELATED TO VENDOR Q&A. It is Offeror’s responsibility to check the “Public Q&A” tab under the “Messages” section on the procurement portal to access and review all vendor Q&A. Addendums may still be issued for other information, and although addendums are sent to all Offerors via public notice, it is still the Offeror’s responsibility to check the procurement portal for any issued addendums.

The Town reserves the right to accept or reject any or all Bids received as a result of this solicitation, or to negotiate with all qualified Offerors, or to cancel in part or in its entirety this solicitation, if it is in the best interests of the Town. The Town reserves the right to refuse any and all Bids and to waive any technicalities and formalities. The Town reserves the right to waive any requirements in this solicitation provided such waiver does not create a disadvantage for any Offeror and is determined to be in the best interests of the Town.

This solicitation does not commit the Town to award a contract or to procure for any articles https://hiltonheadislandsc.bonfirehub.com/portal https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_NTE5MGE1MjAtZDlkNS00OTRjLWFkYTItMmVmNTYwMTEyMjQy%40thread.v2/0?context=%7b%22Tid%22%3a%220532dcac-ed77-486e-9810-63efa5ac7c95%22%2c%22Oid%22%3a%22beedccd4-39ef-4a07-99dc-b2b276b52c4d%22%7d

4 | P a g e of goods or services. The Town shall not incur or pay for any costs associated with the preparation of Bids.

Bids must be signed by an official of Offeror authorized to bind Offeror. Electronic signature using secure signature software is acceptable. By submitting a Bids, Offeror agrees that its Bids shall be good and held open for a period of at least sixty (60) days from the Bids Submittal Deadline.

The Town does not discriminate on the basis of race, color, national origin, sex [including pregnancy and childbirth (or related medical conditions)], religion, age or disability in employment or in the provision of goods and services.

The Town recognizes that small businesses enterprises as well as businesses enterprises owned and operated by women and/or minority persons (collectively “disadvantaged business”) have historically faced challenges resulting in less than full participation in the free enterprise system to a degree disproportionate to other businesses. Therefore, the Town is committed to ensuring that such disadvantaged business enterprises are afforded every opportunity to fully and fairly participate in the Town’s procurement process for goods and services. In the event of a tied evaluation results involving a certified disadvantaged Offeror and a non-disadvantaged Offeror, the Town will award the contract to the certified disadvantaged Offeror. Tied evaluation results involving two certified disadvantaged Offerors will be settled with a random selection method chosen by the Town. It is the obligation of the disadvantaged business to submit proof of current certification from a governmental entity in the United States at the time they submit their Bids in order for the certification to be considered by the Town in determining an award as described above. Tied Bids involving two non-disadvantaged Offeror s will be settled with a random selection method chosen by the Town.

The Town offers a Local Vendor Certification whereby such certified vendors will be granted a preference by having their total submitted price reduced by five percent (5%), up to a maximum reduction of ten thousand dollars ($10,000). The reduction in price is only for evaluation purposes, and if such a vendor is awarded a contract, the final contract price will reflect the original pricing proposed before the local vendor preference was applied. To receive the local vendor preference, Offeror must be certified by the Town prior to the submittal deadline and submit a copy of their certification with their Bids. Offerors submitting a local vendor form with their Bids which has not been previously certified by the Town, will not be eligible to have the local vendor preference applied to their Bids. A copy of the Local Vendor Certification Form can be found in the Supporting Documentation section for this solicitation on the Procurement Portal.

The Town is required under the South Carolina Freedom of Information Act, to upon request, make public and disclose all documents of, and documents incidental to, executed contractual arrangements. Therefore, Offerors, by submitting a Bids in response to this solicitation, are acknowledging that all materials submitted in their response may be subject to such disclosure, regardless of any labeling of materials as “confidential” or

5 | P a g e

“proprietary” or other similar notations.

II. SCOPE OF WORK / SPECIFICATIONS

The Town is implementing improvements at the Old Schoolhouse Park Restroom Facility.

The selected Contractor shall construct the improvements in accordance with the Plans and Specifications prepared by Hord Coplan Macht dated August 18, 2025, which is attached hereto as Exhibit I.

The requirements of The Code of Laws Of South Carolina, "An Act To Regulate The Practice Of General And Mechanical Contracting In South Carolina (1997)", Chapter 11, Title 40, Section 40-11-S through Section 40-11-430 and The Rules And Regulations Of The South Carolina Licensing Board For Contractors, Chapter 29, Articles 1, 2, 3, 4, 29-1 through 29-19, will be strictly enforced. All Contractors and Subcontractors must be properly licensed in the Group, Classification, and/or Sub Classification as required by the South Carolina Licensing Board for Contractors. Bids will not be accepted from improperly licensed or unlicensed Contractors and/or Subcontractors.”

Estimated construction commencement is November 3, 2025 and shall conclude no later than ninety (90) calendar days from notice to proceed from the Town. If contract negotiations conclude before receipt of all project permits, the Town shall wait to release the Notice to Proceed upon receipt of all permits from jurisdictional agencies.

A. General Requirements

1. Contractor shall provide a traffic control plan to ensure continuity of safe access to the park by vehicles, pedestrians, and cyclists during the performance of contracted work. There is currently a bike/pedestrian path that runs through/around the circle.

Its use will be limited during construction.

2. Contractor shall provide a plan for the construction laydown area and ancillary mobilization facilities locations to be approved by the Project Manager.

3. Appropriate work zone safety provisions shall be made at all times for the protection of residents, motorists, pedestrians, and workers.

4. All work shall be performed during hours specified in section SC-32 in the Town of

Hilton Head Island Special Conditions in Exhibit G of this IFB.

5. Contractor shall remove all containers, surplus materials, and debris and properly dispose of at the Contractor’s expense.

6. Contractor shall be responsible for any repair/replacement for any damage caused by

Contractor’s workmanship or equipment.

6 | P a g e

7. Contractor shall warranty all materials and workmanship for a period of one (1) year from date of acceptance of project.

8. Contractor shall be a state licensed contractor as recorded with the South Carolina

Department of Labor, Licensing and Regulation.

9. Contractor is required to maintain appropriate levels of insurance as specified in section SC-5 in the Town of Hilton Head Island Special Conditions in Exhibit G of this

IFB.

B. Bids Surety

If the project cost submitted exceeds One Hundred Thousand Dollars ($100,000), Offeror must submit with their Bids a completed Bids Surety Form, attached hereto as Exhibit C, which shall be accompanied by a certified check or Bid Bond in an amount equal to at least five percent (5%) of the amount of the project cost, made payable to the Town.

C. Performance and Payment Bonds

If the project cost submitted exceeds One Hundred Thousand Dollars ($100,000), the successful Offeror shall deliver to the Town, within ten (10) business days from the commencement date of the contract, the following bonds, which shall become binding on the parties upon the execution of the contract and must be in place before a Notice To Proceed is issued:

1. A performance bond satisfactory to the Town, executed by a surety company authorized to do business in South Carolina, for the faithful performance of the contract in strict conformity with the plans, specifications and conditions of the contract. The bond shall be in an amount equal to 100% of the price specified in the contract; and

2. A payment bond satisfactory to the Town, executed by a surety company authorized to do business in South Carolina, for the protection of all persons supplying labor and material to the Contractor or its subcontractors for the performance of the work provided for in the contract. Labor and materials shall include public utility services and reasonable rentals of equipment, but only for the periods when the equipment rented is actually used at the site. The bond shall be in an amount equal to 100% of the price specified in the contract.

D. Plans and Specifications See Exhibit I (separate document) for the detailed Plans and Specifications for this project.

III. BIDS REQUIREMENTS AND FORMATTING

Offerors are REQUIRED to submit all requested information and/or documentation outlined in this solicitation. Any Offeror failing to do so may have their Bids rejected as being non-

7 | P a g e responsive making them ineligible for contract award. Offeror must complete and return with their Bids the “Checklist of Submittal Requirements”, a copy of which is attached hereto as Exhibit A. The Town reserves the right to accept or reject any or all Bids received as a result of this solicitation, or to negotiate with all qualified Offerors, or to cancel in part or in its entirety this solicitation, if it is in the best interests of the Town. The Town reserves the right to refuse any and all Bids and to waive any technicalities and formalities. The Town reserves the right to waive any requirements in this solicitation provided such waiver does not create a disadvantage for any Offeror and is determined to be in the best interests of the Town.

Offerors shall submit Bids that include:

A. An estimated timeline for project completion from the point that a Notice to Proceed is issued. The timeline should include major milestones.

B. Provide at least three (3) client references (using Exhibit L) with a focus as much as possible on clients whose projects were similar in size and scope.

C. Offerors shall submit their project cost on the Pricing Form provided in Exhibit B, including

Clarifications, Assumptions and Exclusions to provide additional explanation of cost line items and scope captured in the Excel Bid Form.

D. Offerors shall complete and return Exhibit D acknowledging the requirements of the South Carolina Illegal Immigration Reform Act.

IV. EVALUATION CRITERIA AND CONTRACT AWARD

The Town reserves the right to not make any contract award. If a contract is awarded, the contract will be awarded to the responsive and responsible Bidder whose bid results in the lowest overall cost to the Town. Responsiveness is defined as satisfactorily meeting the requirements specified in this solicitation. Responsibility will be determined by the Town’s direct experience with Bidder’s past performance (if any), as well as the response of client references provided by Bidder. Contract award, as well as contract continuation of the contract in subsequent fiscal periods, is subject to availability of Town funds. The Town shall not incur or pay for any costs associated with the preparation of bids.

If only one (1) bid is received by bid submittal deadline, the Town retains the right to re-advertise and re-open the solicitation if it is deemed to be in the best interests of the Town.

V. STANDARD CONTRACT TERMS AND CONDITIONS

Offeror acknowledges it has read and understands the terms and conditions provided in the Town’s standard contract clauses attached hereto as Exhibit E, and Offeror also agrees that such clauses, along with General Conditions (Exhibit F), the Special Conditions (Exhibit G), and the Special Provisions (Exhibit H), shall substantially form the basis for a contract between Offeror and Town. Offeror also acknowledges that other terms and conditions provided in this IFB, either in their entirety or relevant portions thereof, may be included and become part of any resulting contract.

The term of the Agreement shall be for a period commencing on the date of execution and

8 | P a g e expiring upon both parties completing the full obligations as provided herein.

EXHIBIT A

Checklist of Submittal Requirements

The following checklist is intended to advise the Offeror of all items or information that must be included with their submittal. Offerors shall provide:

1. Completed Bids Transmittal Page (page 1 of this IFB)

2. Bids (response to Section III of IFB).

3. Signed Acknowledgement on this Exhibit A below

4. Completed Pricing Form, Exhibit B

5. Completed Bids Surety Form, Exhibit C (only if project cost exceeds $100,000)

6. Certified Check or Bid Bond (only if project cost exceeds $100,000)

7. Completed South Carolina Illegal Immigration Reform Act Affidavit, Exhibit D

8. Completed Reference Form, Exhibit L

9. Completed Non-Collusion Statement, Exhibit K

10. All applicable forms from the small & minority business good faith packet (Exhibit M).

11. Completed Certificate of License, Exhibit J with a Copy of South Carolina Contractor’s License

12. Certificate(s) of Insurance as evidence that Contractor meets the insurance requirements specified in SC-5 of the Special Conditions, Exhibit G. Town of Hilton Head Island shall be added as an Additional Insured on Contractor’s Insurance upon contract award

13. Optional: Offeror shall include current Town business license with their Bids if they have one. If not, Offeror will be required to obtain one prior to commencing any work if awarded the contract

14. Optional: Local Vendor Certification Form Pre-Approved by the Town (if applicable)

Offeror Acknowledgements:

In the space provided, Offeror shall acknowledge receipt and review of the following addendums issued for this solicitation.

Addendum #’s: _______________________________________

I have read the above checklist of submittal requirements as well as this solicitation in its entirety, and understand that failure to submit any item, document, form or information identified as being required in either document, may result in the rejection of our submittal and eliminate our company from consideration for contract award.

Offeror/Company:

Signature:

Name:

Title:

EXHIBIT B

PRICING FORM

(see separate Excel document)

EXHIBIT C

BIDS SURETY

(Company Name) agrees to execute a contract and provide performance and payment bonds each in an amount equal to 100% of the price specified in the contract, with good and sufficient surety as required, within ten (10) business days from the commencement date of the contract.

To secure the obligations of this agreement, the attached Surety in the amount of five percent (5%) of the total project price, $ , is provided.

If the undersigned fails to execute a contract as required herein, he shall forfeit the Surety amount to the Town of Hilton Head Island, South Carolina, as liquidated damages for such failure.

The attached Surety is in the form of:

Certified Check

Bid Bond

EXHIBIT D

CONTRACTOR AFFIDAVIT

SOUTH CAROLINA ILLEGAL IMMIGRATION REFORM ACT

IFB 2025-26

In accordance with the requirements of the South Carolina Illegal Immigration Reform Act, ______________________________ ("Contractor") hereby certifies that it is currently in compliance with the requirements of Title 8, Chapter 14 of the South Carolina Code Annotated and will remain in compliance with such requirements throughout the term of its contract with the Town of Hilton Head Island, South Carolina

The Contractor hereby acknowledges that in order to comply with requirements of S. C. Code Annotated Section 8-14-20(B), it will register and participate in the federal work authorization program (E-verify) to verify the employment authorization of all new employees; and require agreement from its subcontractors, and through the subcontractors, the sub-subcontractors, to register and participate in the federal verification employment authorization of all new employees.

The Contractor agrees to provide to the Town of Hilton Head Island upon request any documentation required to establish the applicability of the South Carolina Illegal Immigration Reform Act to the contractor, subcontractor or sub-subcontractor. The Contractor further agrees that it will, upon request, provide the Town of Hilton Head Island with any documentation required to establish that the contractor and any subcontractors or sub-subcontractors are in compliance with the requirements of Title 8, Chapter 14 of the S. C. Code Annotated.

Date: _______________________ By: ____________________________________

Name: ____________________________________

Title: _____________________________________

EXHIBIT D

Construction

By signing its bid or Bids, Contractor certifies that it will comply with the applicable requirements of Title 8, Chapter 14 of the South Carolina Code of Laws and agrees to provide to the Town of Hilton Head Island upon request any documentation required to establish either: (a) that Title 8, Chapter 14 is inapplicable both to Contractor and its subcontractors or sub-subcontractors; or (b) that Contractor and its subcontractors or sub-subcontractors are in compliance with Title 8, Chapter 14. 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." Contractor agrees to include in any contracts with its subcontractors language requiring its subcontractors to (a) comply with the applicable requirements of Title 8, Chapter 14, and (b) include in their contracts with the sub-subcontractors language requiring the sub-subcontractors to comply with the applicable requirements of Title 8, Chapter 14.

Non-Construction

By signing your offer, you certify that you will comply with the applicable requirements of Title

8, Chapter 14 of the South Carolina Code of Laws and agree to provide to the Town of Hilton Head Island upon request any documentation required to establish either: (a) that Title 8, Chapter 14 is inapplicable to you and your subcontractors or sub-subcontractors; or (b) that you and your subcontractors or sub-subcontractors are in compliance with Title 8, Chapter 14.

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." You agree to include in any contracts with your subcontractors language requiring your subcontractors to (a) comply with the applicable requirements of Title 8, Chapter 14, and (b) include in their contracts with the subcontractors language requiring the sub-subcontractors to comply with the applicable requirements of Title 8, Chapter 14.

EXHIBIT E

STATE OF SOUTH CAROLINA )

) AGREEMENT

COUNTY OF BEAUFORT )

THIS AGREEMENT is made this <<Date>> between <<Company Name>> (hereinafter called “Contractor") and the Town of Hilton Head Island (hereinafter called "Town"), a municipal corporation organized and existing under the laws of the State of South Carolina.

WHEREAS, the Town has a need for a qualified contractor to construct planned improvements to the Old Schoolhouse Park Restroom Facility; and

WHEREAS, the Town and the Contractor desire to enter into an Agreement wherein the Contractor shall provide such services as set forth herein below.

NOW, THEREFORE, for and in consideration of the mutual promises, undertakings and covenants set forth herein, the receipt and sufficiency of which is acknowledged and affirmed by the Town and the Contractor, the parties hereto agree as follows:

The Contractor shall construct planned improvements to the Old Schoolhouse Park Restroom Facility per the Scope of Work, Exhibit (TBD); the General Conditions, Exhibit (TBD); the Special Conditions, Exhibit (TBD); the Special Provisions, Exhibit (TBD); and the Plans and Specifications, Exhibit (TBD);

all of which are incorporated herein by reference and made part of this Agreement.

1. Total compensation paid to the Contractor shall not exceed ____________ dollars

($___________). Contractor shall submit monthly progress billings to Town for approval and payment. Town shall withhold ten percent (10%) as retainage from the payment otherwise due. Retainage amount will be released to Contractor once Town has determined that the Contractor's has satisfactorily completed all contracted work.

In the event that any assigned work and deliverables are not completed within the contract performance period outlined herein, such failure will result in a material breach of this Agreement. The Contractor shall be assessed liquidated damages of five hundred dollars ($500) per calendar day for any additional days beyond the sixty (60) calendar day performance period required to achieve substantial completion of the work.

Changes to the Contractor’s compensation or the performance period may be required to account for changes in the work if requested by the Town, or as a result of conditions Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated at the time of contract execution. Such changes shall be made via a written change order approved by both parties.

2. The term of this Agreement shall be for a period commencing on the date of execution and expiring upon both parties completing the full obligations as provided herein

3. The Contractor is required to maintain the levels of insurance as provided for in SC-5 of Exhibit (TBD), Special Conditions, which is attached hereto and made part of this

Agreement. The Contractor must provide the Town with a Certificate of Insurance evidencing that they have the required insurance coverages. The Town shall be named as an additional insured with respect to general liability coverage. The Contractor is required to immediately contact the Town should any change to these policies occur during the course of the performance of this contract. Failure to maintain these policies is grounds for termination.

4. Termination.

5.1 The Town may terminate this Agreement in whole or in part at any time for the convenience of the Town by delivery of a written notice to the Contractor of the Town's election to terminate this Agreement for the convenience of the Town. If this Agreement is terminated for the convenience of the Town, the Town will pay the Contractor only for those services rendered by the Contractor up to the date of termination, based on the existing rates of this Agreement, and prorated to the date of termination.

5.2 The Town may also terminate this Agreement if funds are not appropriated or otherwise made available to support continuation of this Agreement in subsequent fiscal years. In such event, the Town shall deliver a written notice to the Contractor that this Agreement is terminated effective the last day of the then current fiscal year due to the lack of appropriated funds, and the Town will pay the Contractor only through the end of the then current fiscal year at the existing rates in this Agreement.

5.3 If the Town is made to stop work on any work undertaken under this Agreement because of an order from a Court or State Department, the Agreement may be terminated.

Payment will be made for work completed, with an appropriate pro-rated payment made for any incomplete work that is in progress, and for the overhead and profit of the completed work and work in progress. Payment will not be made for anticipated profit and overhead on work not completed nor in progress.

5. Should any part of this Agreement be rendered void, invalid, or unenforceable by any court of law, such a determination shall not render void, invalid, or unenforceable any other part of this Agreement.

6. This Agreement has been made and entered into in the State of South Carolina, and the laws of South Carolina shall govern the validity and interpretation of this Agreement in the performance due hereunder.

7. This Agreement may not be modified unless such modification is in writing and signed by both parties.

8. The Contractor may not assign this Agreement without the prior written approval of the Town.

9. The Contractor shall defend, indemnify, and hold harmless the Town, its officers, directors, agents, and employees from and against any and all actions, costs, claims, losses, expenses, and/or damages, including attorney’s fees, whether incurred prior to the institution of litigation, during litigation, or on appeal arising out of or resulting from the conduct of any activity hereby authorized or the performance of any requirement imposed pursuant by this Agreement, however caused or occasioned, unless caused by the willful misconduct or gross negligence of the Town.

10. The parties hereto intend that no master/servant, employer/employee, or principal/agent relationship will be created by this Agreement. Nothing contained herein creates any relationship between the Town and the Contractor other than that which is expressly stated herein. The Town is interested only in the results to be achieved under this Agreement, and the conduct and control of the agents and employees of the Contractor and the methods utilized by the Contractor in fulfilling its obligations hereunder shall lie solely and exclusively with the Contractor and its agents and employees shall not be considered agents or employees of the Town for any purpose. No person employed by the Contractor shall have any benefits, status, or right of employment with the Town.

11. The Contractor, by signing this Agreement, hereby certifies that Contractor shall comply with all applicable requirements of the South Carolina Illegal Immigration Reform Act, S.C. Code Ann. §41-8-10 (2007) et seq., (the "Act"), and that Contractor covenants and agrees as follows:

12.1. Contractor shall not knowingly or intentionally employ any unauthorized alien and, unless excluded from coverage of the "Act", shall verify the work authorization of newly hired employees performing work under the Agreement by registering and participating in the Federal Work Authorization Program (E-verify) and verifying the work authorization of every new hired employee within three (3) business days after employing employee.

12.2. Contractor agrees to provide to the Town all documentation requested by it to establish either:

(a) the applicability of the South Carolina Illegal Immigration Reform Act to Contractor; or

(b) compliance with the South Carolina Illegal Immigration Reform Act by Contractor.

12.3. Contractor agrees to include in any contracts with its sub-contractors language requiring its sub-contractors to:

(a) comply with the applicable requirements of Title 8, Chapter 14 of the South Carolina Code of Laws; and

(b) include in their contracts with the sub-subcontractors language requiring the sub-subcontractors to comply with the applicable requirements of Title 8, Chapter 14 of the South Carolina Code of Laws.

12.4. Contractor acknowledges and agrees that it shall comply with requirements of the Immigration Reform and Control Act of 1986 including the non-discrimination provisions thereof, and shall complete all required I-9 documentation for all workers employed by it.

12.5. Contractor certifies it shall comply with all state, federal, and local laws, rules, regulations and orders applicable to it in performance of work under the contract.

12. In the event of any conflict or inconsistency in the terms and conditions of the document elements of this Agreement, control and precedence shall be in the following order: (1) the main body of this Agreement, (2) Exhibit (TBD), Special Provisions, (3) Exhibit (TBD), Special Conditions, (4) Exhibit (TBD), General Conditions, (5) Exhibit (TBD), Plans and Specifications.

IN WITNESS WHEREOF, the parties hereto have affixed their signatures hereto the date first written hereinabove. The parties agree that an electronic copy, including facsimile copy, email, or scanned copy of the executed Agreement, shall be deemed, and shall have the same legal force and effect as, an original document.

<< CONTRACTOR’S FULL NAME>>

By:

Its:

By:

Marc Orlando, ICMA-CM

Its: Town Manager

EXHIBIT F

This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the controlling Laws and Regulations.

STANDARD GENERAL CONDITIONS

OF THE CONSTRUCTION CONTRACT

Prepared by

ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE

and

Issued and Published Jointly by

AMERICAN COUNCIL OF ENGINEERING COMPANIES

ASSOCIATED GENERAL CONTRACTORS OF AMERICA

AMERICAN SOCIETY OF CIVIL ENGINEERS

PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE

A Practice Division of the

NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS

and Amended by the Town of Hilton Head Island

February, 2013

Endorsed by

CONSTRUCTION SPECIFICATIONS INSTITUTE

STANDARD GENERAL CONDITIONS

OF THE CONSTRUCTION CONTRACT

These General Conditions have been prepared for use with the Suggested Forms of Agreement Between Owner and Contractor (EJCDC C-520 or C-525, 2007 Editions). Their provisions are interrelated and a change in one may necessitate a change in the other.

Comments concerning their usage are contained in the Narrative Guide to the EJCDC Construction Documents (EJCDC C-001, 2007 Edition). For guidance in the preparation of Supplementary Conditions, see Guide to the Preparation of Supplementary Conditions (EJCDC C-800, 2007 Edition).

Copyright © 2007 National Society of Professional Engineers

1420 King Street, Alexandria, VA 22314-2794

(703) 684-2882 www.nspe.org

American Council of Engineering Companies

1015 15th Street N.W., Washington, DC 20005

(202) 347-7474 www.acec.org

American Society of Civil Engineers

1801 Alexander Bell Drive, Reston, VA 20201-4400

(800) 548-2723 www.asce.org

Associated General Contractors of America

2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308

(703) 548-3118 www.agc.org

The copyright for this EJCDC document is owned jointly by the four EJCDC sponsoring organizations and held in trust for their benefit by NSPE.

http://www.nspe.org/ http://www.acec.org/ http://www.asce.org/ http://www.agc.org/ i

STANDARD GENERAL CONDITIONS OF THE

CONSTRUCTION CONTRACT

TABLE OF CONTENTS

Page

Article 1 – Definitions and Terminology

1.01 Defined Terms

1.02 Terminology

Article 2 – Preliminary Matters

2.01 Delivery of Bonds and Evidence of Insurance

2.02 Copies of Documents

2.03 Commencement of Contract Times; Notice to Proceed

2.04 Starting the Work

2.05 Before Starting Construction

2.06 Preconstruction Conference; Designation of Authorized Representatives

2.07 Initial Acceptance of Schedules

Article 3 – Contract Documents: Intent, Amending, Reuse

3.01 Intent

3.02 Reference Standards

3.03 Reporting and Resolving Discrepancies

3.04 Amending and Supplementing Contract Documents

3.05 Reuse of Documents

3.06 Electronic Data

Article 4 – Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions; Reference Points

4.01 Availability of Lands

4.02 Subsurface and Physical Conditions

4.03 Differing Subsurface or Physical Conditions

4.04 Underground Facilities

4.05 Reference Points

4.06 Hazardous Environmental Condition at Site

Article 5 – Bonds and Insurance ii

5.01 Performance, Payment, and Other Bonds

5.02 Licensed Sureties and Insurers

5.03 Certificates of Insurance

5.04 Contractor’s Insurance (DELETED)

This section has been deleted – refer to the Special Conditions for Contractor’s Insurance requirements

5.05 Owner’s Liability Insurance (DELETED)

This section has been deleted – refer to the Special Conditions for Contractor’s Insurance requirements

5.06 Property Insurance (DELETED)

This section has been deleted – refer to the Special Conditions for Contractor’s Insurance requirements

5.07 Waiver of Rights

5.08 Receipt and Application of Insurance Proceeds

5.09 Acceptance of Bonds and Insurance; Option to Replace

5.10 Partial Utilization, Acknowledgment of Property Insurer

Article 6 – Contractor’s Responsibilities

6.01 Supervision and Superintendence

6.02 Labor; Working Hours

6.03 Services, Materials, and Equipment

6.04 Progress Schedule

6.05 Substitutes and “Or-Equals”

6.06 Concerning Subcontractors, Suppliers, and Others

6.07 Patent Fees and Royalties

6.08 Permits

6.09 Laws and Regulations

6.10 Taxes

6.11 Use of Site and Other Areas

6.12 Record Documents

6.13 Safety and Protection

6.14 Safety Representative

6.15 Hazard Communication Programs

6.16 Emergencies

6.17 Shop Drawings and Samples

6.18 Continuing the Work

iii

6.19 Contractor’s General Warranty and Guarantee

6.20 Indemnification

6.21 Delegation of Professional Design Services

Article 7 – Other Work at the Site

7.01 Related Work at Site

7.02 Coordination

7.03 Legal Relationships

Article 8 – Owner’s Responsibilities

8.01 Communications to Contractor

8.02 Replacement of Engineer

8.03 Furnish Data

8.04 Pay When Due

8.05 Lands and Easements; Reports and Tests

8.06 Insurance

8.07 Change Orders

8.08 Inspections, Tests, and Approvals

8.09 Limitations on Owner’s Responsibilities

8.10 Undisclosed Hazardous Environmental Condition

8.11 Evidence of Financial Arrangements

8.12 Compliance with Safety Program

Article 9 – Engineer’s Status During Construction

9.01 Owner’s Representative

9.02 Visits to Site

9.03 Project Representative

9.04 Authorized Variations in Work

9.05 Rejecting Defective Work

9.06 Shop Drawings, Change Orders and Payments

9.07 Determinations for Unit Price Work

9.08 Decisions on Requirements of Contract Documents and Acceptability of Work

9.09 Limitations on Engineer’s Authority and Responsibilities

9.10 Compliance with Safety Program

Article 10 – Changes in the Work; Claims

10.01 Authorized Changes in the Work

10.02 Unauthorized Changes in the Work

iv

10.03 Execution of Change Orders

10.04 Notification to Surety

10.05 Claims

Article 11 – Cost of the Work; Allowances; Unit Price Work

11.01 Cost of the Work

11.02 Allowances

11.03 Unit Price Work

Article 12 – Change of Contract Price; Change of Contract Times

12.01 Change of Contract Price

12.02 Change of Contract Times

12.03 Delays

Article 13 – Tests and Inspections; Correction, Removal or Acceptance of Defective Work

13.01 Notice of Defects

13.02 Access to Work

13.03 Tests and Inspections

13.04 Uncovering Work

13.05 Owner May Stop the Work

13.06 Correction or Removal of Defective Work

13.07 Correction Period

13.08 Acceptance of Defective Work

13.09 Owner May Correct Defective Work

Article 14 – Payments to Contractor and Completion

14.01 Schedule of Values

14.02 Progress Payments

14.03 Contractor’s Warranty of Title

14.04 Substantial Completion

14.05 Partial Utilization

14.06 Final Inspection

14.07 Final Payment

14.08 Final Completion Delayed

14.09 Waiver of Claims

Article 15 – Suspension of Work and Termination (Deleted) This section has been deleted – refer to the Contract for termination conditions

Article 16 – Dispute Resolution (Deleted) v

This section has been deleted – refer to the Contract for dispute resolution conditions Article 17 – Miscellaneous

17.01 Giving Notice

17.02 Computation of Times

17.03 Cumulative Remedies

17.04 Survival of Obligations

17.05 Controlling Law

17.06 Headings

General Conditions page 5

ARTICLE 1 - DEFINITIONS AND TERMINOLOGY

1.01 Defined Terms

Wherever used in the Bids Requirements or Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.

1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bids Requirements or the proposed Contract Documents.

2. Agreement—The written instrument which is evidence of the agreement between Owner and Contractor covering the Work.

3. Application for Payment—The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents.

4. Asbestos—Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration.

5. Bids—The offer or Bids of a Proposer submitted on the prescribed form setting forth the prices for the Work to be performed.

6. Proposer—The individual or entity who submits a Bids directly to Owner.

7. Bids Documents—The Bids Requirements and the proposed Contract Documents (including all Addenda).

8. Bids Requirements—The advertisement or invitation to Bids, Instructions to Proposers, Bids security of acceptable form, if any, and the Bids Form with any supplements.

9. Change Order—A document recommended by Engineer which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement.

10. Claim—A demand or assertion by Owner or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim.

11. Contract—The entire and integrated written agreement between the Owner and Contractor concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral.

12. Contract Documents—Those items so designated in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Approved Shop

General Conditions page 6

Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents.

13. Contract Price—The moneys payable by Owner to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work).

14. Contract Times—The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any; (ii) achieve Substantial Completion; and (iii) complete the Work so that it is ready for final payment as evidenced by Engineer’s written recommendation of final payment.

15. Contractor—The individual or entity with whom Owner has entered into the Agreement.

16. Cost of the Work—See Paragraph 11.01 for definition.

17. Drawings—That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined.

18. Effective Date of the Agreement—The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver.

19. Engineer—The individual or entity named as such in the Agreement.

20. Field Order—A written order issued by Engineer which requires minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times.

21. General Requirements—Sections of Division 1 of the Specifications.

22. Hazardous Environmental Condition—The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, or Radioactive Material in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto.

23. Hazardous Waste—The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time.

24. Laws and Regulations; Laws or Regulations—Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction.

25. Liens—Charges, security interests, or encumbrances upon Project funds, real property, or personal property.

26. Milestone—A principal event specified in the Contract Documents relating to an intermediate completion date or time prior to Substantial Completion of all the Work.

27. Notice of Award—The written notice by Owner to the Successful Proposer stating that upon timely compliance by the Successful Proposer with the conditions precedent listed therein, Owner will sign and deliver the Agreement.

General Conditions page 7

28. Notice to Proceed—A written notice given by Owner to Contractor fixing the date on which the Contract Times will commence to run and on which Contractor shall start to perform the Work under the Contract Documents.

29. Owner—The individual or entity with whom Contractor has entered into the Agreement and for whom the Work is to be performed.

30. PCBs—Polychlorinated biphenyls.

31. Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils.

32. Progress Schedule—A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor’s plan to accomplish the Work within the Contract Times.

33. Project—The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part.

34. Project Manual—The bound documentary information prepared for Bids and constructing the Work. A listing of the contents of the Project Manual, which may be bound in one or more volumes, is contained in the table(s) of contents.

35. Radioactive Material—Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time.

36. Resident Project Representative—The authorized representative of Engineer who may be assigned to the Site or any part thereof.

37. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged.

38. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities.

39. Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor’s Applications for Payment.

40. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work.

41. Site—Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor.

General Conditions page 8

42. Specifications—That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto.

43. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site.

44. Substantial Completion—The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended.

The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof.

45. Successful Proposer—The Proposer submitting a responsive Bids to whom Owner makes an award.

46. Supplementary Conditions—That part of the Contract Documents which amends or supplements these General Conditions.

47. Supplier—A manufacturer, fabricator, supplier, distributor, material man, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor.

48. Underground Facilities—All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water,…