6-EXHIBIT D - Sample Agreement.pdf

EXHIBIT D

SAMPLE AGREEMENT

STATE OF SOUTH CAROLINA )

) AGREEMENT

COUNTY OF BEAUFORT )

THIS AGREEMENT is made this _____ day of ____________, 202_ (“Effective 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 to establish indefinite service contract with a qualified contractor to perform stormwater maintenance and repair services within the municipal limits of the Town of Hilton Head Island; 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.

WHEREAS, Contractor recognizes and acknowledges that the Town may elect to enter into similar unit cost agreements with multiple Contractors and have them submit competitive proposals on individual Job Orders. The Town retains the right to utilize an alternate source to perform any work, and shall do so at its sole discretion

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:

1. The Contractor shall to perform stormwater maintenance and repair services within the municipal limits of the Town of Hilton Head Island on an as needed basis. 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 cost of each Job Order shall be negotiated based on the unit costs reflected in Exhibit __ and in accordance with the applicable level of effort required by the scope of work developed by the Town in coordination with the Contractor.

This is an indefinite delivery indefinite quantity Agreement with no guaranteed minimum amount of work to be issued to Contractor.

3. The term of this Agreement shall be for a period of one year, commencing on the Effective Date. This Agreement may be renewed for up to four (4) additional one (1) year terms upon the mutual written agreement of the parties.

4. All work performed under this Agreement shall be warranted for a minimum of eighteen (18) months, after the Town has approved and accepted Substantial Completion in writing, unless a different period is specified in the applicable Job Order, and shall cover all materials, equipment, and labor.

5. The Contractor is required to maintain appropriate levels of insurance as detailed in the Exhibit __, SC-5 of the Special Conditions attached hereto and made part of this Agreement. The Contractor must provide the Town with a Certificate or Certificates of Insurance evidencing that they have the required insurance coverages in accordance with the Special Conditions. 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.

6. Termination.

6.1 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.

6.2 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.

6.3 If the Town is made to stop construction of the work because of an order from a Court or State Department, the Agreement may be terminated.

Payment will be made for work completed and a pro-ration of the work underway, and for the overhead and profit of the completed work and work underway. Payment will not be made for anticipated profit and overhead on work not completed or underway.

7. 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.

8. 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.

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

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

11. 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.

12. 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.

13. 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:

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

13.2. 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.

13.3. 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.

13.4. 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.

13.5. 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 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:

TOWN OF HILTON HEAD ISLAND

By:

Marc Orlando, ICMA-CM Its: Town Manager