Appendix_E_Preferred_Contractual_Language.pdf

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Appendix E

Treasurer’s Office Preferred Contractual Language

The provision of a proposal for this RFP indicates the offerors acceptance of the following contractual terms, unless otherwise noted in the offeror’s proposal.

CONTRACT FOR PRINTING, MAILING, AND DATA SERVICES FOR BEAUFORT

COUNTY TREASURER’S OFFICE

This AGREEMENT (the "Agreement") is made as of the ___th day of ________, 2025, by and between the Treasurer's Office (the "Treasurer") of Beaufort County, a political subdivision of the State of South Carolina (hereinafter refenced to as "County") and _______________________.

(hereinafter refenced to as "Contractor").

WITNESSETH:

WHEREAS the Contractor and the Treasurer desire to enter into an agreement relating to printing, mailing and data services subject to the terms, specifications, conditions, and provisions of the request for proposal (hereinafter referenced to as “RFP”) as heretofore mentioned.

NOW, THEREFORE, the Contractor and the Treasurer agree to all these terms, conditions, specifications, provisions, and the special provisions as listed below:

This Agreement is deemed to be under and shall be governed by and construed according to United States Federal laws and the laws of the State of South Carolina.

A. Any litigation arising out of the Agreement shall be held in a Circuit Court of Beaufort County, Beaufort, South Carolina, in the Fourteenth Judicial Circuit, or the United States District Court for the District of South Carolina.

B. The Contractor shall not sublet, assign, nor by means of a stock transfer or sale of its business, assign or transfer this Agreement without the written consent of the Treasurer; provided, however, that Contractor may assign the contract without consent in connection with a merger, acquisition or corporate restructuring involving Contractor.

C. This Agreement, including the terms, conditions, specifications, and provisions listed herein and the Ancillary Agreements (as defined below) makes up the entire contract between the Contractor and Treasurer. No other agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either party hereto.

D. Any provisions of this Agreement found to be prohibited by law shall be ineffective, to the extent of such prohibition, without invalidating the remainder of the Agreement.

NOW, THEREFORE, in consideration of mutual covenants contained herein, the parties agree as follows:

ARTICLE 1.

DESCRIPTION

The scope of work consists of print, mailing and certain data services (the "Services" and each, a "Service") and shall consist of all the terms, conditions, specifications and provisions contained in RFP XXXXX Exhibit "A,", except to the extent Contractor provided exceptions or otherwise explained in the Contractor's Proposal (described below) its inability to comply with any such terms, conditions, specifications and provisions, the Contractor's Proposal dated __________ Exhibit "B," and the Contractor's Best and Final Proposal dated ____________ Exhibit "C."

Notwithstanding any other provisions, any perceived or actual conflicts between Beaufort County’s standard clauses, listed in the RFP Project Documents, Section 12 – “Beaufort County Standards for Contracting,” and those of this agreement shall be resolved in favor of that which most benefits the Beaufort County Treasurer’s Office.

Notwithstanding any other provisions, any perceived conflicts between provisions of this Agreement and the above mentioned documents will be resolved in favor of this Agreement; and:

1. Under no circumstances whatsoever will the Treasurer be obligated to defend or indemnify any other person or entity for any reason. Notwithstanding the foregoing, the Treasurer agrees that nothing in this Section 1 shall limit the Treasurer's obligation to pay and/or reimburse Contractor as provided in Article 1, Section 2, and Article 2.

2. Funds expended for the purposes of this Agreement must be appropriated by the County Council for each fiscal year included within the contract period. Therefore, this Agreement shall automatically terminate without penalty or termination costs if such funds are not appropriated. In the event that funds are not appropriated for the Agreement, the Contractor shall not prohibit or otherwise limit the Treasurer's right to pursue and contract for alternative solutions and remedies, as deemed necessary by the Treasurer for the conduct of its affairs. The requirements stated in this paragraph shall apply to any amendment or the execution of any option to extend the Agreement.

3. Contractor will comply with state and federal laws that apply to Contractor in its performance of the Agreement. The Treasurer acknowledges and agrees that certain local and state laws may be preempted by US Federal laws to which Contractor is subject, and Contractor shall only be required to comply with such US Federal laws to the extent they preempt local and state laws.

4. The Treasurer does not agree to submit to arbitration, or to waive any 1ights it may have to a jury trial.

ARTICLE 2.

LIABILITY

Contractor agrees that it will be liable to the Treasurer for actual damages incurred as a direct result of Contractor's failure to exercise reasonable care in providing the Services or willful misconduct.

Reasonable care requires only that Contractor comply with applicable laws and regulations and follow standards that do not vary unreasonably from the general standards followed by similarly situated vendors.

Contractor's policies and procedures are general internal guidelines for Contractor's use and do not establish a higher standard of care for Contractor than otherwise established under applicable law.

The Treasurer and Contractor shall not be responsible to each other for any incidental, special, indirect, punitive or consequential damages incurred by either the Contractor or Treasurer or for which either party may be liable to any third party which damages have been or are occasioned by services performed or reports prepared or other work performed hereunder, whether or not the likelihood of such damages was known to Treasurer or Contractor, as applicable, and regardless of the form of the claim or action or the legal theory on which it is based.

ARTICLE 3.

INDEMNIFICATION AND HOLD HARMLESS

The Contractor hereby agrees to indemnify and save harmless the Treasurer, its officers, agents, and employees from and against any and all liability, claims, demands, damages, fines, fees, expenses, penalties, suits, proceedings, actions and cost of actions, including attorney’s fees for trial and on appeal of any kind and nature arising or growing out of or in any way connected with the performance of the Agreement, whether by act of omissions of the Contractor, its agents, servants, employees or others, or because of or due to the mere existence of the Agreement between the parties.

ARTICLE 4.

ASSIGNMENT

Contractor shall not assign or subcontract any rights or duties of this Agreement, except to an affiliated company, without the expressed written consent of the Treasurer, which consent shall not be unreasonably withheld, conditioned or delayed. Seeking the Treasurer’s consent will include the Contract furnishing the corporate or company name and the names of the officers of any subcontractors engaged by the vendor.

The Treasurer’s Office reserves the right to reject any or all subcontractors and require substitution of a firm qualified to participate in the work as specified herein.

Any assignment or subcontract without the written consent of Treasurer shall be void and this Agreement shall terminate at the option of the Treasurer. Notwithstanding anything to the contrary contained herein, Contractor may assign this Agreement without consent in connection with a merger, acquisition or corporate restructuring involving Contractor.

ARTICLE 5.

TERM

The term of this Agreement is for five years, beginning on the date the Contractor generates the Treasurer’s first order.

ARTICLE 6.

COMPENSATION

Compensation is based on the Contractor's proposed fees as outlined in their proposal dated __________ Exhibit "B," and the Contractor's Best and Final Proposal dated ____________ Exhibit "C" and applies to the five-year term.

Contractor agrees to honor the proposed fees for any other Beaufort County departments seeking similar services via separate contract, without charging any implementation, setup, onboarding, or similar one-time fees.

ARTICLE 7.

INSURANCE

Prior to commencing work hereunder, Contractor, at their expense, shall furnish insurance certificate showing the certificate holder as Beaufort County Treasurer’s Office, P.O. Drawer 1228, Beaufort, SC 29901-1228, Attention: Purchasing Director and with a special notation naming Beaufort County Treasurer’s Office as an Additional Insured on the liability coverages. If not otherwise specified, the minimum coverage shall be as follows:

1. The contractor shall have and maintain, during the life of this contract, Worker’s Compensation Insurance for his or her employees connected to the work/delivery, in accordance with the Statutes of the State of South Carolina and any applicable laws. Employers Liability minimum limits required $500,000.

2. Contractor shall have and maintain, during the life of this contract, Commercial General Liability Insurance. Said Commercial General Liability Policy shall contain Contractual Liability and Products/Completed Operations Liability subject to the following minimum limits:

1. $1,000,000 Each Occurrence;

2. $2,000,000 General Aggregate and $2,000,000 Products;

3. Completed Operations Aggregate naming Beaufort County as an additional insured.

3. The Company shall have and maintain, during the life of this contract, Comprehensive Automobile Liability, including non-owned and hired vehicles, of at least $500,000 COMBINED

SINGLE LIMIT.

4. Company shall have and maintain, during the life of this contract, Umbrella Liability Insurance with a minimum limit of $2,000,000.

5. The contractor shall have and maintain, during the life of this contract, professional liability and errors and omissions policies with $10 million limits.

6. The contractor shall have and maintain, during the life of this contract, shall carry a minimum of 1,000,000 cyber liability coverage.

7. The required insurance policy at the time of issue must be written by a company licensed to do business in the State of South Carolina and be acceptable to the County.

8. The Contractor/vendor shall not cause any insurance to be canceled or permit any insurance to lapse. All insurance policies shall contain a clause to the effect that the policy shall not be canceled or reduced, restricted, or limited until fifteen (15) days after the County has received written notice, as evidenced by return receipt of registered or certified letter.

Certificates of Insurance shall contain transcripts from the proper office of the insurer, the location, and the operations to which the insurance applies, the expiration date, and the above-mentioned notice of cancellation clause.

1. The information described above sets forth minimum amounts and coverages and is not to be construed in any way as a limitation on the Contractor’s liability.

ARTICLE 8.

DEFAULT

In the event of default or breach of any condition of this Agreement resulting in litigation, the prevailing party would be entitled to reasonable attorneys' fees fixed by the Court. The remedies herein given to the Treasurer shall be cumulative, and the exercise of any one remedy by the Treasurer shall not be to the exclusion of any other remedy.

ARTICLE 9.

TERMINATION

This Agreement may be terminated in whole or in part by the Treasurer, 'for convenience', 'for cause,' or 'by mutual consent' as described in RFP _________. In such instance, an adjustment shall be made to the Contractor, for the reasonable costs of the work performed through the date of termination.

Reasonable costs do not include, under any circumstances, 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. Contractor expressly waives any claims for lost profit or consequential damages, delay damages, or indirect costs which may arise from the Treasurer’s Office’s election to terminate this contract in whole or in part for its convenience.

Under no circumstances may Contractor terminate for convenience this Agreement or any services hereunder sooner than 180 days after notice to the Treasurer.

ARTICLE 10.

TREASURER RESPONSIBILITIES

The Treasurer will be responsible to provide the Contractor reasonable access to County locations, when necessary, ensure cooperation of Treasurer employees in activities reasonable and appropriate under the project, and obtain authorization for access to third party sites, if required.

ARTICLE 11.

CONTRACTOR RESPONSIBILITIES

In addition to the responsibilities detailed in this and the other related documents, the Contractor must, upon request of the Treasurer’s Office, furnish satisfactory evidence of their ability to furnish products or services in accordance with the terms and conditions of the RFP. The Treasurer’s Office reserves the right to make the final determination as to the Contractor’s ability to provide the services requested.

The Contractor shall fully acquaint themselves with conditions relating to the scope and restrictions attending the execution of the work under the conditions of the RFP. The failure or omission of an offeror to acquaint themselves with existing conditions shall in no way relieve them of any obligation with respect to the RFP or to the contract.

ARTICLE 12.

OWNERSHIP OF MATERIAL

Ownership of all data, material, designs and documentation originated and prepared for the Treasurer’s Office pursuant to this contract shall belong exclusively to the Treasurer’s Office.

ARTICLE 13.

FORCE MAJEURE

Should performance of Contractor services be materially affected by causes beyond its reasonable control, a Force Majeure results. Force Majeure includes, but is not restricted to, acts of God, acts of a legislative, administrative, or judicial entity, acts of contractors other than subcontractors of Contractor, fires, floods, labor disturbances, and unusually severe weather. Contractor will be granted a time extension, and the parties will negotiate an adjustment to the fee, where appropriate, based upon the effect of the Force Majeure upon Contractor's performance.

ARTICLE 14.

SEVERABILITY

Every term or provision of this Agreement is severable from others. Notwithstanding any possible future finding by a duly constituted authority that a particular term or provision is invalid, void, or unenforceable, this Agreement has been made witl1 the clear intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.

ARTICLE 15.

INDEPENDENT CONTRACTOR

The Contractor shall be fully independent in performing the se1vices and shall not act as an agent or employee of the Treasurer. As such, the Contractor shall be solely responsible for its employees, subcontractors, and agents and for their compensation, benefits, contributions, and taxes, if any.

ARTICLE 16.

NOTICE

The Contractor and the Treasurer shall notify each other of service of any notice of violation of any law, regulation, permit or license relating to the services; initiation of any proceedings to revoke any permits or licenses which relate to such services; revocation of any permits, licenses or other governmental authorizations relating to such services; or commencement of any litigation that could affect such services.

No notice of default or termination (to the extent there is a required notice or cure period) will be effective against the Treasurer until actually received and the Treasurer has had a reasonable period of time to act on it. If any such notice is delivered by U.S. mail, it will be with proper postage affixed thereto and addressed as follows:

Treasurer: Beaufort County Treasurer's Office Attn: Mrs. Maria Walls P.O. Drawer 487 Beaufort, SC 29901

Beaufort County Attn: Beaufort County Purchasing Director P.O. Drawer 1228 Beaufort, SC 29901-1228

Contractor: _____________________________

ARTICLE 17.

CHANGE ORDERS

Should the Scope of Work as noted in Article 1 of this Agreement change as a result of:

1. Treasurer requested changes to the agreed upon Scope of Work, or

2. Increase in work needed to complete any approved Change Order as a result of unexpected occurrence outside of the control of the Contractor, or

3. The Treasurer requests additional Change Orders from the Contractor, Then the Contractor will prepare and submit to the Treasurer an amendment to the applicable Change Order, or where no Change Order is in place, the Contractor will prepare a Change Order for the Treasurer's review. No additional services will be undertaken by the Contactor without the approval of a Change Order or Change Order Amendment by the Treasurer.

ARTICLE 18.

CONFIDENTIALITY

The Contractor shall maintain the confidentiality of all information provided by the Treasurer or acquired in the performance of these services, including all taxpayer information.

ARTICLE 19.

AUDITING

The Contractor shall make available to the Treasurer if requested, true and complete records, which support billing statements, reports, performance indices, and other reasonably related documentation.

Subject to Contractor's information security policies and procedures, the Treasurer's authorized representatives shall have access during reasonable hours to all records, which are deemed appropriate by Contractor to auditing billing statements, reports, performance indices, and other reasonably related documentation. The Contractor agrees that it will keep and preserve for at least seven years all documents related to the Agreement, which are routinely prepared, collected or compiled by the Contractor during the performance of this Agreement or as otherwise in accordance with Contractor's records retention policies and applicable laws.

ARTICLE 20.

ORDER OF DOCUMENTS

The following are incorporated into and made a part of this Agreement by reference:

• ___________ Best and Final Proposal dated ___________ Exhibit “C”

• ___________ Proposal dated ___________ Exhibit “B”

• RFP ________ Exhibit “A”

Any conflicts between the main body of this Agreement and any of these documents will be resolved in favor of the main body of this Agreement. Any conflicts between any of the incorporated documents will be resolved in favor of the document listed highest in the order of documents above.

ARTICLE 21.

TOTAL AGREEMENT

This Agreement constitutes the entire contract between the parties hereto. No representations, warranties or promises pertaining to this Agreement have been made or shall be binding upon any of the parties, except as expressly stated herein.

This Agreement shall be construed in accordance and governed by US Federal laws and the laws of the State of South Carolina.

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

WITNESSES: BEAUFORT COUNTY TRASURER’S OFFICE

Name: Maria Walls, CPA

Date

Beaufort County Treasurer PO Drawer 487 Beaufort, SC 29901 Phone: 843-255-2586

WITNESSES: [CONTRACTOR]

Name:

Date

[CONTRACTOR NAME]

[CONTRACTOR ADDRESS]

[CONTRACTOR CITY, STATE ZIP]

[CONTRACTOR PHONE]