Good-Service_Contract_Template.doc.docx

THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT.: SC CODE ANN. §15-48-10 ET. SEQ. AND THE FEDERAL ARBITRATION ACT 9 U.S.C. 1 ET SEQ.

XXXXXXXX(SERVICE/PRODUCT) PROVISION AND INSTALLATION AGREEMENT

This XXXXXXXX(SERVICE/PRODUCT) PROVISION AND INSTALLATION AGREEMENT (this “Agreement”) is made and entered into as of the XXXXXXXXX (the "Effective Date") by and between Renewable Water Resources (“ReWa” or “Owner”), a special purpose district and political subdivision of the State of South Carolina, with its principal place of business at 561 Mauldin Road, Greenville, South Carolina 29607 and XXXXX (“Contractor/Vendor”), with its principal place of business at XXXXXXXXX (collectively, the "Parties").

WITNESSETH

WHEREAS, Contractor/Vendor is a company that supplies and installs commercial XXXXXXXX(service/product);

WHEREAS, Contractor/Vendor has agreed to supply the XXXXXXXX(service/product) or materials conforming to the “Specifications” and the Contractor/Vendor’s “Proposal” contained herein;

WHEREAS, Contractor/Vendor has agreed to install the XXXXXXXX(service/product) described in the Specifications and Proposal at___________________________;

WHEREAS, Owner desires for Contractor/Vendor to provide and install the XXXXXXXX(service/product) described in the Specifications and Proposal, all in accordance with the terms and conditions of this Agreement;

WHEREAS, the Parties hereto have reached an agreement on the terms and conditions pursuant to which Contractor/Vendor shall provide and install the XXXXXXXX(service/product) according to the Specifications and the Proposal, such agreement being properly authorized, adopted, and executed by the respective parties.

NOW THEREFORE, in consideration of the consents, mutual covenants and agreements set forth below, Owner, and Contractor/Vendor agree as follows:

1.0 Description of the Work

Contractor/Vendor shall provide the XXXXXXXX(service/product) per the Specifications and Proposal.

1.1. Contractor/Vendor is a well-known provider of commercial/office XXXXXXXX(service/product). Contractor/Vendor has the skills, qualifications, and experience necessary to perform the installation described by the Parties herein, and has performed similar installations for other Owners.

1.2. At ReWa's request, Contractor/Vendor conducted an assessment of ReWa's proposed _______________________and an assessment of the Request for Proposal and Specifications, following which Contractor/Vendor prepared the following documents, copies of which are attached to this Agreement: proposals dated __________________. (These documents constitute the above described “Proposal”).

1.3. Contractor/Vendor shall be permitted to deliver the XXXXXXXX(service/product) to the project site prior to the dates of installation listed below. Contractor/Vendor shall be responsible for, and assumes the risk of, loss or damage to the material until such time as installed in the project site and approved by the Owner pursuant to the terms contained herein that describe conditions precedent to payment.

1.4. Contractor/Vendor shall install the XXXXXXXX(service/product) as directed by XXXXXXXXXX (the architect/Contractor/Vendor for the project: XXXXXXXX). The installation of the XXXXXXXX(service/product) shall be performed at the dates and times listed below.

1.5. The following dates and descriptions reflect the timing of the installation:

1.5.1. Installation shall begin no later than: XXXXX

1.5.2. Installation shall be complete no later than: XXXXX

1.6. These dates may only be modified by written agreement between Owner and Contractor/Vendor.

1.7. Please note that the dates listed above are contingent upon the availability of the selected fabric styles at Lutron (or its fabric supplier) and that said fabric is free of flaws, defects, or other problems that prevent the manufacture of the XXXXXXXX(service/product)s. This can affect delivery dates as set forth above. Damages clause in 2(c) below shall require renegotiation should the delivery / installation date be affected by defective XXXXXXX (product).

2.0 Payment for Services

2.1. The total contract price, to be paid by ReWa shall not exceed XXXXXXXX Dollars. (the “Total Price”).

2.2. XXXXXXXXXXX ReWa may pay one-third of the Total Price to Contractor/Vendor upon the placing of the materials order. The remaining amount shall be paid upon the completion of the installation contemplated herein. Owner’s obligation to pay shall be subject to the final approval by its architect and/or Contractor/Vendor. Said certification shall ensure that the installation is compliant with the Specifications and the Proposal submitted by Contractor/Vendor. OR (only one or the other paragraph)

2.3. Based upon Applications for Payment, including all required supporting documentation, submitted to the Owner by the Contractor, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. Applications for Payment shall show the percentage of completion of the Work as of the end of the period covered by the Application for Payment. Each Application for Payment shall be based on the Contract Sum submitted by the Contractor in accordance with the Contract Documents. Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site.

2.4. In the event that Contractor/Vendor fails to complete the installation in accordance with the schedule set forth above, ReWa shall be entitled to damages in an amount of fifty ($50.00) dollars per calendar day that elapses between the scheduled date for completion of a Phase and the actual date that the Phase was completed. The parties agree that such amount constitutes a liquidated damages provision and that such amount represents the actual harm to Owner caused by Contractor/Vendor’s delay.

2.5. Contractor/Vendor, in Owner’s sole discretion, shall provide additional XXXXXXXX(service/product) not specified in its Proposal. In the event that Owner desires to purchase such additional equipment and/or material Contractor/Vendor shall offer the equipment and/or material at similar prices to those listed in the Proposal. Any additional fees for installation shall correspond to the prices quoted by Contractor/Vendor in the Proposal.

2.6. The Contractor/Vendor shall alert Owner if funds have not been received within three days of receipt of the electronic remittance to minimize fraudulent attempts.

3.0 Period of Service

3.1. The Contractor/Vendor’s period of service shall commence upon execution of this Agreement and shall remain in effect for XXXX years with an option for renewal for XXXX one-year extensions up to a total of seven (7) years duration for this Agreement.

3.2. The failure to meet the Completion Date shall trigger a late completion charges. For each day late, Owner shall be entitled to a five hundred ($500.00) dollar per day reduction in amounts due to Contractor.

3.3. The parties agree that Owner shall suffer damages which shall be difficult to calculate and the Parties agree that these liquidated damages are a fair and reasonable estimate thereof and shall not be viewed as a penalty. The Parties agree such amount represents the actual harm to Owner caused by Contractor’s delay.

3.4. Contractor shall expedite the Services in a timely manner and with adequate forces and due diligence. TIME IS OF THE ESSENCE with respect to the Completion Date of each assigned Project.

4.0 Contractor/Vendor’s Responsibilities

In consideration of the payment described herein, Contractor/Vendor shall:

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4.1. (IF BOND REQUIREMENTS ARE APPLICABLE) Provide performance and payment bonds in the amount of 100% of the contract price. Bid bond shall remain binding on the parties upon the execution of the contract when the performance and payment bonds in the amount of 100% of the contract price takes effect. The surety shall be a company authorized to conduct business in the State of South Carolina with a minimum A. M. Best rating of A++.

4.2. Provide and install the XXXXXXXX(service/product) described in the Specifications and described in its Proposal, attached hereto and incorporated be reference.

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4.3. Contractor/Vendor shall provide an adequate number of qualified personnel and equipment to perform the installation services contemplated in this Agreement.

4.4. While performing the installation for ReWa, Contractor/Vendor, its employees, and agents shall (i) comply with reasonable requests, standard rules and regulations of ReWa or its third party contractors or Contractor/Vendors regarding personal and professional conduct and (ii) otherwise conduct themselves in a businesslike manner. In the event ReWa determines in good faith that a particular employee, or agent is not conducting himself or herself in accordance with this Section, ReWa may provide Contractor/Vendor with notice and documentation, if any, in respect of such conduct. Upon receipt of such notice, Contractor/Vendor shall promptly (i) investigate the matter and take appropriate action that may include (a)(1) removing him or her from the Project staff, (2) providing ReWa with prompt notice of such removal, and (3) replacing him or her with a similarly qualified individual; or (ii) take other appropriate action to prevent a reoccurrence. In the event there are repeated violations of this Section by a particular employee or agent, Contractor/Vendor shall promptly remove him or her from the project staff.

4.5. Except as permitted in this Agreement or otherwise authorized in advance, in writing by ReWa, the Project staff shall not be temporary employees or other employees not directly employed by Contractor/Vendor or listed Subcontractor.

4.6. Except as provided by Contractor/Vendor in its proposal, Contractor/Vendor shall not employ the services of any subcontractor or third party.

4.7. The installation contemplated herein shall be performed by Contractor/Vendor. Except as and to the extent ReWa may agree or has agreed otherwise in writing, Contractor/Vendor shall not subcontract its obligations under the Agreement except as follows:

4.8. Prior to entering into a subcontract with a third party, Contractor/Vendor shall give ReWa reasonable prior written notice specifying the components of the Project affected, the scope of the proposed subcontract, and the identity and qualifications of the proposed subcontractor.

4.9. Except as otherwise approved by ReWa in writing, Contractor/Vendor shall include in its subcontracts as flowdown provisions, provisions substantially similar to those in this Agreement, as well as any other provisions that are reasonably necessary for Contractor/Vendor to fulfill its obligations under the Agreement.

4.10. Contractor/Vendor shall remain responsible for obligations, services and functions performed by Contractor/Vendor’s subcontractors to the same extent as if such obligations, services and functions were performed by Contractor/Vendor and for purposes of the Agreement such work shall be deemed work performed by Contractor/Vendor. Contractor/Vendor shall not be relieved of its obligations due to any subcontractor’s failure to perform. Contractor/Vendor shall be ReWa’s sole point of contact regarding the obligations contained herein, including with respect to payment. Contractor/Vendor shall not disclose ReWa Confidential Information (as defined below) to a subcontractor unless and until such subcontractor has agreed in writing to protect the confidentiality of such Confidential Information in a manner equivalent to that required of Contractor/Vendor under the Agreement.

4.11. Contractor/Vendor shall maintain reasonable records reflecting all financial transactions between the parties resulting from the Agreement and regarding the performance of the installation services. Contractor/Vendor shall cooperate with all regulatory audits and shall cooperate with ReWa in connection with any audits of ReWa that relate to the Agreement. Upon five (5) business days advance notice (unless a governmental agency requires that less notice be allowed in a particular circumstance in which case Contractor/Vendor shall use all reasonable efforts to comply with the shortened notice period), Contractor/Vendor shall provide to ReWa, its auditors (including internal audit staff and external auditors), inspectors, regulators and other ReWa representatives as ReWa may from time to time designate in writing, direct necessary access during regular business days and hours to any data, books and records directly related to the Project for the purpose of performing audits, inspections or compliance reviews of either Contractor/Vendor or any of its subcontractors to:

4.11.1. Verify the accuracy of charges and payments and conformity to the commitments and obligations of Contractor/Vendor under this Agreement; and

4.11.2. Ensure timely notification of validation of electronic transfer remittance advices and appropriate internal controls to minimize fraudulent attempts.

4.11.3. Verify the integrity and performance of the materials and installation.

4.12. Contractor/Vendor shall provide to such auditors, inspectors, regulators, and other ReWa representatives such assistance as they reasonably require. Contractor/Vendor shall cooperate fully with ReWa or its designees in connection with audit functions and with regard to examinations by regulatory authorities. Notwithstanding anything to the contrary in this Agreement, Contractor/Vendor shall not be required to provide access to the proprietary data of Contractor/Vendor that does not relate to the ReWa engagement.

4.13. Contractor/Vendor shall provide ReWa with all user/owners manuals for all XXXXXXXX(service/product) installed as part of the Project.

4.14. All Contractor and Sub-Contractor vehicles parked on the ReWa’s property shall be identifiable at all times; the vehicles shall display the company’s name and/or logo. Any Contractor or Sub-Contractor’s personnel entering ReWa’s property without company identifiers on their vehicles, shall request a vehicle hanging tag from the ReWa’s representative before beginning Work. The tag shall include Contractor name and expiration date. The tag must be placed on the rear-view mirror of the vehicle for the duration of the Contractor/Sub-Contractor’s Work on the project.

5.0 Contractor/Vendor’s Warranties

5.1. Authority. Contractor/Vendor warrants that it (or its parent corporation) is a company duly organized, validly existing, and in good standing under the laws of the State of South Carolina. Contractor/Vendor further warrants that it has full right, power, and authority to enter into and perform under this Agreement, and that it has the third party consents, permits, approvals and resources, including personnel and financial capability, to perform each and every obligation, duty, and responsibility as required hereunder.

5.2. Services. Contractor/Vendor warrants that all installation services shall be performed by qualified personnel in a good and professional manner.

5.3. Work Standards. Contractor/Vendor warrants and covenants that (i) it has, and each of the Contractor/Vendor’s staff and subcontractors it shall use to provide and perform the installation services has, the necessary knowledge, skills, experience and qualifications to provide and perform the installation services in accordance with the Agreement, and (ii) the installation services shall be performed for ReWa in a diligent, workmanlike manner in accordance with industry standards.

5.4. Compliance with Codes and Standards. Contractor/Vendor's and/or its subcontractors’ Services shall incorporate those federal, state and local laws, regulations, codes and standards that are applicable at the time Contractor/Vendor rendered its Services. Contractor/Vendor shall not be responsible for any claim or liability for injury or loss allegedly arising from Contractor/Vendor’s failure to abide by federal, state or local laws, regulations, codes and standards that were not in effect or publicly announced at the time Contractor/Vendor rendered its services.

5.5. Work. With regard to any installation services performed pursuant to this Agreement or the Specifications, Contractor/Vendor represents and warrants that the equipment delivered and installed thereunder shall conform to the applicable Specifications.

5.6. Pass-Through Warranties and Indemnities. Contractor/Vendor agrees that it shall, without limitation of any of ReWa’s other rights or remedies under this Agreement, but only to the extent expressly permitted in Contractor/Vendor's agreements with its suppliers or subcontractors, pass through to ReWa any rights it obtains under warranties and indemnities given by its third party subcontractors or suppliers in connection with any Services, equipment or other products provided by Contractor/Vendor pursuant to this Agreement. Contractor/Vendor warrants that the warranties given herein comply with those described in the Specifications. In the event of a third party equipment or material nonconformance, Contractor/Vendor shall coordinate with, and be the point of contact for resolution of the problem through, the applicable vendor and, upon becoming aware of a problem, shall notify such vendor and shall use commercially reasonable efforts to cause such vendor to promptly repair or replace the nonconforming item in accordance with such vendor’s warranty. If any warranties or indemnities may not be passed through, Contractor/Vendor agrees that it shall, upon the reasonable request of ReWa, take reasonable action to enforce any applicable warranty or indemnity, which is enforceable by Contractor/Vendor in its own name.

5.7. Contractor/Vendor Warranty. Contractor/Vendor agrees that, to the extent that a manufacturer or third party warrant does not conform to the specifications, Contractor/Vendor shall warranty the materials and installation for a period of one (1) year following the date that the installation is finally approved by ReWa pursuant to the terms of this Agreement.

5.8. No Hidden Costs. Contractor/Vendor covenants that:

5.8.1. Except as otherwise set forth herein and provided the scope set forth herein is not exceeded, all fees to be charged to ReWa in connection with Contractor/Vendor’s performance under the terms of this Agreement as of the Effective Date are expressly identified in the Agreement or the Specifications; and

5.8.2. To the best of its knowledge as of the Effective Date, Contractor/Vendor is unaware of any costs (as direct charges or otherwise) that ReWa shall incur in connection with Contractor/Vendor’s performance of the Services that are not expressly set forth in the Agreement but only to the extent the scope set forth herein is not exceeded.

6.0 ReWa’s Warranties

6.1. Authority. ReWa warrants that it is duly organized, validly existing special purpose district under the Laws of the State of South Carolina. ReWa further warrants that it has full right, power, and authority to enter into and perform under this Agreement.

7.0 Right of Entry/Liability for damage

7.1. ReWa shall provide for the right of entry for Contractor/Vendor, its subcontractors, and all necessary equipment in order to the complete the Project and provide the Services under this Agreement during normal business hours: Monday through Friday, 7:00 A.M. to 5:00 P.M. Contractor/Vendor agrees to be responsible for any damage to property that is caused by Contractor/Vendor, its subcontractors, and/or equipment and further agrees to take all necessary corrective action for any damage to property that is caused by Contractor/Vendor, its subcontractors, and/or equipment. Contractor/Vendor must alert designated ReWa personnel of any damage to property caused by the Contractor/Vendor, its subcontractors, and/or equipment within 24 hours of the occurrence. Damages must be assessed and corrected by a reputable service. ReWa personnel will inspect corrected damage upon completion to ensure quality of work.

7.2. ReWa shall not be responsible for any charges stemming from overtime or after-hours work unless prior approval is obtained in writing from ReWa. Any such request for overtime or after-hours work shall contain a firm total for the cost of such work.

7.3. The above-described Total Price includes all installation costs, including any additional costs that Contractor/Vendor may incur. In no event shall Owner be responsible for any costs in excess of the Total Price shown above.

8.0 Indemnities/Liabilities

8.1. Indemnity by Contractor/Vendor. Contractor/Vendor agrees to indemnify, defend and hold harmless Owner and its Affiliates and their respective officers, directors, employees, successors, and assigns, from any and all losses, liabilities, damages and claims, and related costs and expenses (including reasonable attorneys’ fees and expenses) (the “Losses”) arising from, in connection with, or based on allegations of, any of the following:

8.1.1. Any claims of a third party against ReWa relating to our arising out of Contractor/Vendor’s obligations under this Agreement, unless the claim arose from the negligence or misconduct of ReWa;

8.1.2. Any claim of a third party subcontractor of Contractor/Vendor relating to or arising out of Contractor/Vendor’s obligations under this Agreement, unless the claim arose from the negligence or misconduct of ReWa; and

8.1.3. Any claim of an employee of Contractor/Vendor relating to or arising out of the provision of Contractor/Vendor’s obligations under this Agreement, unless the claim arose from the negligence or misconduct of ReWa

8.2. Equitable Remedies. Contractor/Vendor acknowledges that, in the event it breaches (or attempts or threatens to breach) its obligations under this Agreement, ReWa shall be irreparably harmed and shall be entitled to obtain equitable remedies, including positive injunctive relief. (This section only applies for the purpose of seeking injunctive relief). Contractor/Vendor’s threat of a breach is grounds for termination of this Agreement, at Owner’s sole option.

9.0 Dispute Resolution

9.1. Any claim arising out of or relating to this Agreement or its subject matter or any right or obligation created by this Agreement, irrespective of the legal theory or claims underlying such dispute (including tort or statutory claims) (“Dispute”) shall be resolved in accordance with this Section.

9.2. Dispute Notice. The Party asserting the Dispute shall give prompt notice to the other Party describing the Dispute in reasonable detail (“Dispute Notice”).

9.3. Informal Proceedings. Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their dispute informally.

9.4. Promptly after receipt of the Dispute Notice, the Parties, through party representatives, shall negotiate in good faith to resolve the Dispute.

9.5. Each Party shall furnish all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution.

9.6. During the course of discussion, all reasonable requests made by one Party to another for non-privileged information, reasonably related to this Agreement, shall be honored in order that each of the Parties may be fully advised of the other’s position.

9.7. The specific format for the discussions shall be left to the discretion of the designated representatives.

9.8. Formal Proceedings. Formal proceedings for the resolution of a dispute pursuant to this Section may not be commenced until the earlier of:

9.8.1. the designated party representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or

9.8.2. thirty (30) business days after the Dispute Notice (this period shall be deemed to run notwithstanding any claim that the process described in this Section was not followed or completed).

9.9. Exceptions. This Section shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to pursue the injunctive relief contemplated specifically in this Agreement.

10.0 Arbitration

10.1. Upon demand of any party hereto, having exhausted the prior dispute resolution devices, in the event of a disagreement relating to the relationship between ReWa and Contractor/Vendor or over any subject relating to this Agreement, such disagreement shall be referred to arbitration, and the final decision rendered shall be binding upon the parties to this Agreement. This provision shall not limited ReWa’s ability to procure injunctive relief in a court of competent jurisdiction, as more fully described herein.

10.2. Arbitration shall be conducted under and governed by the Commercial Financial Disputes Arbitration Rules (the “Arbitration Rules”) of the AAA and Chapter 48 of Title 15 of the Code of Laws of South Carolina, as amended. All arbitration hearings shall be conducted in Greenville County, South Carolina. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $100,000. All applicable statutes of limitation shall apply to a dispute. A judgment upon the award may be entered in any court having jurisdiction. The arbitration shall be conducted before a single arbitrator who shall be a licensed attorney.

11.0 Litigation

11.1. In the event that the prior, binding arbitration shall for any reason be deemed unenforceable, or if otherwise permitted by this Agreement, the Parties agree as follows:

11.2. The Parties agree that disputes, controversies or claims between them shall not be subject to the provisions of the above Section titled “Dispute Resolution” or “Arbitration” where a Party makes a good faith determination that a breach of the terms of this Agreement by the other Party is such that a temporary restraining order or other injunctive relief is the only appropriate and adequate remedy.

11.3. The Parties consent and agree that any disputes between the parties (in contract, tort, or statutory) or any disputes arising under this Agreement shall be exclusively resolved in the State Courts of South Carolina for Greenville County or the Federal Courts for the District of South Carolina, Greenville Division. Both parties consent to jurisdiction in and agree to have any such disputes resolved in these two courts. Both parties agree that these courts are the most convenient venue for the resolution of any such disputes.

11.4. Continued Performance. Each Party agrees to continue performing its obligations under the Agreement while any Dispute is being resolved except to the extent the issue in dispute precludes performance (dispute over payment shall not be deemed to preclude performance).

12.0 General Provisions

12.1. (FOR A CONSTRUCTION TYPE CONTRACT ONLY) Changes in the Work. Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order or order for a minor change in the Work. A change in the Contract Sum or the Contract Time shall be accomplished only by Change Order. Accordingly, no course of conduct or dealing between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claims that Owner has been unjustly enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work, shall be the basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time provided for in the Contract Documents

12.2. Change Orders

A Change Order shall be based upon agreement among the Owner, Contractor and Contractor/Vendor; an order for a minor change in the Work may be issued by the Contractor/Vendor alone A Change Order is a written instrument prepared by the Contractor/Vendor and signed by the Owner, Contractor and Contractor/Vendor stating their agreement upon all of the following:

a. The change in the Work;

b. The amount of the adjustment, if any, in the Contract Sum; and

c. The extent of the adjustment, if any, in the Contract Time.

§ 7.2.2 Agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Change Order, including, but not limited to, all direct and indirect costs associated with such change and any and all adjustment to the Contract Sum and the construction schedule.

d. Minor Changes in the Work The Contractor/Vendor has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order signed by the Contractor/Vendor and shall be binding on the Owner and Contractor.

e. Agreed Overhead And Profit Rates For any adjustments to the Contract Sum that are based on other than the unit prices method, the Contractor agrees to change and accept, as payment for overhead and profit, the following percentages of costs attributable to the change in the Work:

i. Ten (10%) percent for Work by the Contractor not involving Subcontractors;

ii. Five (5%) percent for Work by Subcontractors;

iii. When both additions and credits are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase, if any;

iv. For additional Work ordered as described above that shall be executed by Subcontractors, it is agreed that the Subcontractors shall be permitted to charge ten (10%) percent for work not involving Sub-subcontractors and five (5%) percent for work involving Sub-subcontractors;

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12.3. Assignment. This Agreement is not assignable without the express written consent of the other party.

12.4. Consent. Where either Party is required to obtain the other's agreement, approval, or consent under this Agreement, such consent shall not be unreasonably withheld or delayed. An approval or consent given by a Party under this Agreement shall not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

12.5. Absence of Certain Commercial Practices. Contractor/Vendor and any subcontractors acknowledge that neither they nor any officer, director, employee or agent (nor any person acting on behalf of any of the foregoing), has given or agreed to give any gift or similar benefit, including, without limitation, any contribution, payment or expenditure, of more than nominal value to any customer, supplier, or other governmental employee or official or any other person who is or may be in a position to help or hinder Contractor/Vendor including in the securing of this contract.

12.6. Public Relations and Marketing References. Each Party shall coordinate with the other regarding any media release, public announcement or similar disclosure relating to this Agreement or its subject matter and shall give the other Party a reasonable opportunity to review and comment on the content of such release, announcement or disclosure prior to its release. Notwithstanding the foregoing but subject to any applicable laws, rules or regulations, each Party shall have the right to list the name of the other Party, to make general references to the basic nature of the relationship between the Parties under this Agreement and to describe generally the type of Services being provided by Contractor/Vendor to ReWa under this Agreement in such Party’s promotional and marketing materials, in such Party’s oral or visual presentations to third parties, in interviews conducted by the news media or securities analysts and in or through any other available media channels, including print, Internet, radio, cable and broadcast mediums.

12.7. Confidentiality. Contractor/Vendor shall maintain as confidential any documents or information provided by ReWa and shall not release, distribute or publish same to any third party without prior permission from ReWa, unless compelled by law or order of a court or regulatory body of competent jurisdiction. Such release shall occur only after prior notice to ReWa.

12.8. Public Record. All information submitted relating to this Agreement, the proposal, and the requests for bids shall become part of the public record to the extent required by the Freedom of Information Act. Contractor/Vendor shall be responsible for clearly marking any information it deems proprietary based on provisions of the Freedom of Information Act. ReWa assumes no responsibility for the release of information not clearly and properly labeled as proprietary.

12.9. Insurance. Contractor/Vendor warrants and represents that it is insured in sufficient amounts to satisfy its indemnification obligations contained herein. The Contractor/Vendor shall, until the completion of the Project or until this Agreement has been terminated by the Owner (whichever is later), take out and maintain at its own expense insurance in such form and with such insurance carriers as are available to the Contractor/Vendor and acceptable to the Owner. Any insurance policy under this Section shall contain provisions restricting its termination or cancellation without reasonable prior notice of not less than thirty (30) days to the Owner. Additionally, Contractor/Vendor is required to notify Owner in writing of any coverage changes within thirty (30) days of any such changes. Contractor/Vendor shall be responsible for verifying the availability and adequacy of the insurance of its subcontractors and/or subconsultants.

Worker’s Compensation/Employer’s Liability Coverage A – State of SC Statutory Worker’s Compensation Coverage B – Employers liability $100,000/ $500,000

Comprehensive General Liability:

$1,000,000 Per Occurrence – combined single limit $2,000,000 General Aggregate

Automobile Liability:

$1,000,000 Per Occurrence – combined single limit (Coverage shall include bodily injury and property damage and cover all vehicles including owned, non-owned and hired)

Umbrella Liability:

$1,000,000 Per Occurrence Over Primary Insurance $2,000,000 Annual Aggregate

Cyber Insurance $1,000,000 Per Incident Coverage shall include theft of funds, data, or damage to digital assets.

Crime Insurance $500,000 per Incident Coverage shall include employee theft, third-party theft, forgery, robbery, and loss outside your premises.

12.10. Covenant of Good Faith. Each Party agrees that, in its respective dealings with the other Party under or in connection with the Agreement, it shall act in good faith.

12.11. Headings. The headings, titles, and other similar designations for the Sections and Exhibits of this Agreement are for convenience only and shall not be deemed to be a part of this Agreement.

12.12. Modifications. No representation or promise, or modification or amendment to this Agreement, shall be binding on either Party unless in writing signed by authorized representatives of both Parties. Any terms and conditions varying from this Agreement on any order, invoice or other notification from either Party are not binding on the other unless agreed to in writing by the other.

12.13. Waiver. Any failure or delay in exercising, or any single or partial exercise of, any right or remedy by either Party hereto shall not be deemed a waiver of any further, prior, or future right or remedy hereunder.

12.14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without giving effect to principles of conflict of laws.

12.15. Notices. All notices required to be given hereunder shall be in writing and sent by overnight delivery service or facsimile to the name and address or number designated below, or to such other address or numbers that the Parties may designate pursuant to this Section (“Notice”). Notice shall be deemed effective on the day after delivery to the overnight carrier, or if faxed, upon the sender's receipt of confirmation that facsimile transmission occurred. Notices may also be made in person, and shall be deemed effective upon delivery.

To ReWa:

To Contractor/Vendor:

Renewable Water Resources

Company Name

Attn: Purchasing 561 Mauldin Road Greenville, South Carolina 29607 Fax: 864.299.4039

Attn: XXX

XXXXXXX

XXXXXX

Fax: _______________

12.16. Severability. If any provision herein is declared invalid, the other provisions shall remain in full force and effect, and this Agreement shall be deemed to be amended to replace, to the extent legally possible, the rights and obligations contained in the invalid provision. The invalidity of any provision is not a failure of consideration hereunder.

12.17. Independent Contractors. The Parties are independent contractors, and this Agreement shall not be construed as constituting either Party as partner, joint venturer or fiduciary of the other, as creating any other form of legal association that would impose liability on one Party for the act or failure to act of the other or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other. Except as otherwise expressly provided in this Agreement, each Party has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be performed by it pursuant to this Agreement.

12.18. Force Majeure. Any delays in, or failure of, performance by ReWa or Contractor/Vendor shall not constitute a breach hereunder, if and to the extent such delays or failures of performance are caused by Acts of God or the public enemy, expropriation or confiscation of facilities, compliance with any order or request of, or other action taken by, any governmental or judicial authority, epidemics, act of war or rebellion, sabotage or damage resulting therefrom, fires, floods, hurricanes, ice storms, tornadoes, and other like storms and disasters, explosions, calamities, accidents, riots, strikes, labor disputes or shortages, or other concerted acts of workmen, whether direct or indirect and whether foreseen or unforeseen, acts or omissions of the other Party in conflict with the terms of this Agreement, or any causes whether or not of the same class or kind as those specifically named, which are not within the control of ReWa or Contractor/Vendor and which by the exercise of reasonable diligence, neither ReWa nor its Contractor/Vendor could prevent (collectively, “Force Majeure”).

12.19. Nonperformance. Except as otherwise provided in this Agreement, to the extent any nonperformance by either Party of its non-monetary obligations under this Agreement materially results from or is materially caused by the other Party’s failure to perform its obligations under this Agreement, then such nonperformance by the Party so hindered, if not cured within three (3) business days after receipt of written notice as set forth below, shall be tolled for the period of the other Party's nonperformance. All associated obligations directly and adversely affected by such nonperformance shall likewise abate during the period of such nonperformance and for a reasonable period thereafter (not in excess of the original time allotted for the performance thereof) until such obligation is no longer prevented by the material nonperformance in question. Any Party intending to invoke the provisions of this Section shall give written notice to the other Party specifying the nature of the other Party's nonperformance.

12.20. Entire Agreement. This Agreement and its Exhibits constitute the entire understanding of the Parties with respect to the subject matter hereof, and supersede all other agreements, understandings or communications, oral or written, between the Parties hereto relating to the subject matter hereof. If there is any conflict between the terms and conditions of this Agreement and those contained in the RFP, Solicitation Amendments or Answers to Vendor Questions, or the Vendor’s Proposal, then the terms in those documents control in the same order of precedence.

12.21. Third Party Beneficiaries. This Agreement is entered into solely between, and may be enforced only by, ReWa and Contractor/Vendor. The Agreement shall not be deemed to create any rights in third parties, including suppliers and customers of a Party, or to create any obligations of a Party to any such third parties.

12.22. Nonsolicitation of Employees: Except as otherwise expressly provided herein, in consideration of the substantial investment each Party has made in its employees, neither Party shall directly or indirectly hire for employment any employee of the other Party during the term of this Agreement and for a period of one (1) year thereafter without the prior written consent of the other Party.

13.0 Termination

9.0 10.0 11.0 12.0

13.1. This contract is subject to termination by ReWa for failure to comply with the Specifications or the terms and conditions contained in this Agreement. Said termination shall be made upon written notice. The date contained in the notice shall be the “Effective Date of Termination” subject to the following limitations. Such termination shall be effective not less than ten (10) days nor more than sixty (60) days after Contractor/Vendor’s receipt of such notice from ReWa. In the event of termination, ReWa shall be responsible to pay Contractor/Vendor only for Contractor/Vendor’s cost of material actually installed as of the Effective Date of Termination, and ReWa shall not be responsible for any other charges, including without limitation profits, installation charges, or employee time.

13.2. ReWa may terminate this contract for convenience by providing sixty (60) calendar days advance written notice to Contractor/Vendor.

13.2.1. Upon receipt of notice from the Owner of such termination for the Owner’s convenience, the Contractor shall

1. cease operations as directed by the Owner in the notice.

2. take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and

3. except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts, and purchase orders and enter into no further subcontracts and purchase orders.

13.2.2. Upon such termination, the Contractor shall recover as its sole remedy payment for Work properly performed in connection with the terminated portion of the Work prior to the effective date of termination and for items properly and timely fabricated off the Project site, delivered and stored in accordance with the Owner's instructions. The Contractor hereby waives and forfeits all other claims for payment and damages, including without limitation, anticipated profits. The Owner shall be credited for (i) payments previously made to the Contractor for the terminated portion of the Work, (ii) claims that the Owner has against the Contractor under the Contract, and (iii) the value of the materials, supplies, equipment, or other items that are to be disposed of by the Contractor that are part of the Contract Sum.

13.3. This Agreement may also be terminated by the written, mutual consent of both parties, or pursuant to any other pertinent provisions of this Agreement.

13.4. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one instrument.

13.5. Non-Appropriation: This Agreement shall be subject to cancellation without damages or further obligation when funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period or appropriated year.

IN WITNESS WHEREOF, ReWa and Contractor/Vendor acknowledge that they have read and fully understand this Agreement, have had the opportunity to consult with counsel and hereby agree to the terms and conditions contained herein, effective the date first written above. Each Party certifies that the individuals executing this Agreement below are fully authorized to do so on behalf of their respective institutions.

Signature:

Signature:

South Carolina Illegal Immigration Reform Act

On June 4th, 2008, Governor Mark Sanford signed into law the South Carolina Illegal Immigration Reform Act (the “Act”), 2008 Act No. 280. Section 3 of this Act added Chapter 14 to Title 8 of the South Carolina Code of Laws. Titled "Unauthorized Aliens and Public Employment," this new Chapter contains the Act’s primary restrictions regarding contracts between private businesses and governmental entities. According to the Act’s title, Chapter 14 was added in order “to require contractors or subcontractors who contract with public employers for the physical performance of services to register and participate in the federal work authorization program or otherwise verify employees, to define terms, to establish deadlines for compliance by public employers, contractors, and subcontractors, to require that the provisions of the chapter are enforceable without regard to race, religion, gender, ethnicity, or national origin, and to authorize the director of the State Budget and Control Board to prescribe forms and promulgate rules necessary to administer the act and publish the rules and regulations on the Board's website.”

Verification Requirements In addition to completing and maintaining the federal employment eligibility verification form, more commonly known as the Form I-9, all South Carolina employers must within three business days after employing a new employee verify the employee’s work authorization through the E-Verify federal work authorization program administered by the U.S. Department of Homeland Security and the Social Security Administration.

Employers shall no longer confirm a new employee’s employment authorization with a driver’s license or state identification card.

In addition, the Contractor must require agreement from its subcontractors, and through the subcontractors, the sub-subcontractors, to register and participate in the federal verification of the employment authorization of all new employees. The Act allows contractors to comply with the Act by agreeing to employ only workers whose work authorization has been verified through the E-Verify federal work authorization program administered by the U.S. Department of Homeland Security and the Social Security Administration. To enroll in E-Verify, go to www.dhs.gov/e-verify.

By signing its bid or proposal, 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 Owner, 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 South Carolina Code 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.

The South Carolina Department of Labor, Licensing and Regulation has also posted information on its website regarding implementation of the South Carolina Illegal Immigration Reform Act. (http://www.llr.state.sc.us/immigration). Additional information on this topic is available from LLR's Office of Immigrant Worker Compliance.

(http://www.llr.state.sc.us/Immigration/index.asp?file=ContactUs.htm).

Information about the E-Verify Program is available on the internet from the Department of Homeland Security's U.S. Citizenship and Immigration Services. (http://www.uscis.gov/e-verify).

Bidder agrees to comply with these requirements. By signing below, Bidder understands that a failure to agree to and follow these requirements shall be grounds for rejection of the bid or termination of the agreement between the Contractor and the Owner, for cause.

Read and understood:

Name of Contractor

Signature:

Print Name:

Title:

Signed this, the

Day of

, 20

STATEMENT OF COMPLIANCE WITH S.C. CODE § 12-8-550

(Company must complete one of the two following statements) I, ____________________, on behalf of and as authorized by ____________________, Company, represent that Company is a ____________________[footnoteRef:1] organized and existing under the laws of the State of South Carolina. Company warrants that it is a South Carolina resident for purposes of S.C. Code Ann. § 12-8-550 (as amended). [1: Insert type of business (corporation, limited liability company, partnership, sole-proprietorship).]

-OR-

I, ____________________, on behalf of and as authorized by ____________________, Company, represent that Company is a ____________________[footnoteRef:2] organized and existing under the laws of the State of ____________________.