4-Exhibit B - Sample Town Agreement.pdf

STATE OF SOUTH CAROLINA )

) AGREEMENT

COUNTY OF BEAUFORT )

THIS AGREEMENT (“Agreement”) is made this _____ day of ______________ 2026 between <<Contractor Name>> (hereinafter called “Contractor") and the Town of Hilton Head Island (hereinafter called "Town" or “Owner”), 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 provide on-call traffic signal maintenance and repair services; 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

CONTRACT DOCUMENTS

The Contract Documents herein named include all of the following component parts, all of which are as fully a part of this Contract as if herein set out verbatim, subject to all stated exclusions, or, if not attached, as if hereto attached:

Exhibit A: RFP 2026-13

Exhibit B: _____ Exhibit C: _____

1. The Contractor shall perform on-call traffic signal maintenance and repair services. The Contractor shall perform those services which shall be directed by the issuance of a Job Order pursuant in accordance with the terms and conditions provided herein.

2. The Contractor shall be compensated in accordance with mutually agreed upon Job Orders in accordance with the fee scheduled provided in Exhibit ___, which is attached hereto and incorporated herein by reference. This is an indefinite quantity Agreement with no guaranteed minimum amount of work to be issued to Contractor.

The Contractor may annually request an increase in the unit costs as shown in the fee schedule, and such request must be made at least sixty (60) calendar days prior to the anniversary of the commencement date of the Agreement. Any requested increase shall include a justification of why the increase is needed, and, if agreed to by the Town, shall be limited to the lesser of: (i) three percent (3%) or (ii) the most recently published (as of the date of Contractor’s request) overall Consumer Price Index for All Urban Consumers (CPI-U), before seasonal adjustment for the prior twelve (12) months. Any increase shall be effective on the anniversary of the Agreement’s commencement date. Within thirty (30) days of Contractor’s written request for an increase, the Town shall provide Contractor with written notice of whether it accepts the increase request. The Town reserves the right to deny any rate increase requests for any reason.

3. The term of this Agreement shall be for a period of two (2) years, commencing on the date of execution. This Agreement may be renewed for up to three (3) additional years in any combination of renewal terms.

4. The Contractor is required to maintain appropriate levels of insurance. The

Contractor is required to maintain one million dollars ($1,000,000) of general liability insurance. 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 term of this contract. Failure to maintain these policies is grounds for termination.

5. 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. 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 Either party may terminate this Agreement upon thirty (30) days prior written notice, if the other party materially fails to comply with any provision of this Agreement and such failure is not cured by the end of such thirty (30) day period. A prorated refund of fees shall be paid to Town in the event of such termination.

6. 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.

7. 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.

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

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

10. 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.

11. 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.

12. 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.

IN WITNESS WHEREOF, the parties hereto have caused the within Agreement to be executed on_______________. 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 NAME>>

By:

Its:

TOWN OF HILTON HEAD ISLAND

By:

Marc Orlando, ICMA-CM, Town Manager