Preventative_Maintenance_&_Repairs_for_Water_&_Sewer_Generators_(Non-Caterpillar)_(Addendum_#1_Revision).pdf

For more information, please visit our online supplier portal, located at https://procurement.opengov.com/portal/dorchestercountysc

INVITATION FOR BID

No. 2026-09

Preventative Maintenance & Repairs for Water & Sewer

Generators (Non-Caterpillar)

Publish Date September 2, 2025

Last Day for Questions September 12, 2025, 5:00pm

Bid Opening September 24, 2025, 2:00pm

Table Of Contents

1. SECTION ONE: SPECIFICATIONS

1.1. General Description

1.2. Covered Equipment

1.3. Frequency of Service

1.4. Preventative Maintenance Services

1.5. Deliverables

1.6. Contractor Responsibilities

1.7. Warranty

2. SECTION TWO: SPECIAL INSTRUCTIONS AND SOLICITATION-SPECIFIC TERMS

2.1. Written Questions Deadline

2.2. Bid Submittal Process

2.3. Bid Submittal Deadline

2.4. Term of Agreement

2.5. Payment to Contractor

2.6. Shipping

2.7. Permits and Licenses

2.8. Bid Holding Time

2.9. Additional Information

3. SECTION THREE: TERMS AND CONDITIONS

3.1. Preparation, Submission and Withdrawal of Proposals

3.2. Non-Collusion Oath

3.3. Bidder Representations

3.4. Award of Contract

3.5. Notice of Award of Contract

3.6. Contract Document

3.7. Modification

3.8. Notice to Proceed

3.9. Bidder's Qualifications

3.10. Subcontractors

3.11. Indemnification

3.12. Termination

3.13. State and Local Taxes

3.14. Drug-Free Workplace Act

3.15. Insurance Requirements

3.16. Utilization by Other Public Agencies Clause

3.17. All County Departments Eligible to Purchase

3.18. Confidential Information

3.19. Intellectual Property

4. SECTION FOUR: SAMPLE CONTRACT

4.1. Sample Contract

5. SECTION FIVE: ATTACHMENTS, REQUIRED FORMS AND INFORMATION

5.1. Vendor Questionnaire

5.2. Attachments and Exhibits

1. SECTION ONE: SPECIFICATIONS

1.1. General Description

Dorchester County seeks bids from qualified contractors to provide preventative maintenance services for standby and portable generators located throughout the County. Services will include regularly scheduled inspections, oil and filter changes, sampling and analysis, and related preventative measures necessary to ensure reliable generator performance.

1.2. Covered Equipment

The County owns multiple non-Caterpillar generators of varying makes, models, and capacities (e.g., Kohler, Cummins/Onan, Detroit Diesel, Generac, Elliott Magnatek). A detailed inventory with unit descriptions, serial numbers, capacities (40kW–500kW), and locations are provided in the bid table.

1.3. Frequency of Service

The frequency for each unit will be indicated on the equipment inventory.

• Semi-Annual Service: Two visits per year for most units.

• Quarterly Service: Four visits per year for designated critical units (such as WWTP locations).

• Annual Services: Where noted, an annual “full service” shall be completed in conjunction with inspections.

1.4. Preventative Maintenance Services

The awarded contractor shall perform the following at each scheduled service, adjusted as required by generator make/model:

A. Inspection Services (Minor PM) o Visual inspection of generator, housing, and accessories.

o Check and record readings for battery voltage, coolant level, fuel level, oil pressure, and temperature.

o Inspect belts, hoses, wiring, and connections for wear/damage.

o Check block heater operation.

o Inspect transfer switch and controls where accessible.

o Provide a written inspection report identifying any deficiencies.

B. Full Service (Major PM)

Includes all items under Inspection Services plus:

o Change engine oil and replace oil filter.

o Replace primary and secondary fuel filters.

o Replace air filters (if due).

o Collect and analyze oil, fuel, and coolant samples (lab reports required).

o Add approved biocide/algaecide to fuel system.

o Check and record alternator output and voltage regulator.

o Test run unit under load and verify proper operation.

o Inspect exhaust system for leaks, excessive noise, or damage.

o Lubricate generator components as recommended by manufacturer.

o Clean generator and surrounding area of service-related debris.

C. Additional/Optional Services o Load Bank Testing (if requested by County).

o Coolant replacement and system flushes (if analysis indicates need).

o Battery replacement and disposal (upon County authorization).

o Emergency service calls billed at hourly rates outside of scheduled PM.

D. Reporting and Invoicing

Invoices shall reference unit serviced, location, date, and type of service (minor/major/quarterly).

Supporting reports must be included with the invoice.

1.5. Deliverables

o Written service report after each visit, including checklist of work completed, measurements, and recommendations.

o Laboratory reports for all oil, coolant, and fuel samples.

o Notification within 24 hours of any deficiencies requiring corrective action.

o Annual summary report by location and unit.

1.6. Contractor Responsibilities

o Provide all necessary labor, tools, equipment, consumables, and parts (OEM or equivalent).

o Ensure technicians are certified and experienced in servicing a variety of generator makes/models.

o Comply with manufacturer recommended maintenance standards.

o Schedule service with County staff in advance; work must be performed during normal business hours unless otherwise approved.

o Maintain proper safety practices and comply with all OSHA and EPA requirements.

1.7. Warranty

Contractor shall warrant all labor and installed parts for a minimum of 90 days from the date of service, unless otherwise specified by manufacturer.

2. SECTION TWO: SPECIAL INSTRUCTIONS AND SOLICITATION-SPECIFIC

TERMS

2.1. Written Questions Deadline

The last day and time for submittal of written questions shall be no later than Friday, September 12, 2025 at 5:00 pm.

2.2. Bid Submittal Process

Bids must be submitted electronically through the OpenGov Procurement Portal. County Bids may be found by visiting the following link:

https://procurement.opengov.com/portal/dorchestercountysc

2.3. Bid Submittal Deadline

Bids will be received until Wednesday, September 24, 2025 at 2:00 pm, after which time they will be publicly read. Late bids will not be accepted. Bidders are invited to attend the opening of this bid at the time stated above. Virtual attendance is optional using the instructions below.

Microsoft Teams Need help?

Join the meeting now

Meeting ID: 212 713 051 921 4

Passcode: BH7WD6hn

Dial in by phone

+1 843-790-4118,,933226023# United States, Charleston

Find a local number

Phone conference ID: 933 226 023#

2.4. Term of Agreement

The term of the contract will be one year with up to four additional one-year terms.

2.5. Payment to Contractor

Payment shall be due within thirty (30) days of approved invoices.

2.6. Shipping

Shipping terms shall be F.O.B. Destination.

2.7. Permits and Licenses

https://procurement.opengov.com/portal/dorchestercountysc https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZTI1MzJhOWUtMWM3Zi00NmZiLWE2M2ItZDBlMjZjNTA3Y2Yy%40thread.v2/0?context=%7b%22Tid%22%3a%22ad1c42d4-8cee-4e05-8a3b-07ed6968fb6c%22%2c%22Oid%22%3a%227dd3faa9-5543-408e-adfa-f5b642ac7e01%22%7d tel:+18437904118,,933226023 https://dialin.teams.microsoft.com/914f063f-b72a-4906-a005-c2e9adeec319?id=933226023

The successful Bidder shall, without additional expense to the County, be responsible for obtaining and maintaining all necessary licenses and permits required by the State of South Carolina, a municipality or the County or any other authority having jurisdiction.

2.8. Bid Holding Time

Bids must remain valid for at least sixty (60) days from opening.

2.9. Additional Information

Questions or clarifications concerning this invitation should be posted to the solicitation on the OpenGov

Procurement portal at the link provided above, or only directed by email to Rebecca Dantzler at

RDantzler@DorchesterCountySC.gov. Contact with other County personnel during the bid process may result in a determination of non-responsiveness for any bid submitted by your firm.

mailto:RDantzler@DorchesterCountySC.gov

3. SECTION THREE: TERMS AND CONDITIONS

3.1. Preparation, Submission and Withdrawal of Proposals

A. Bids must be submitted electronically through OpenGov; however, Dorchester County is not responsible if bids are not received due to website or user errors.

B. Bids submitted after the “Opening” date and time are considered “Late Bids,” and will not be opened or considered.

C. Bids may be withdrawn by written request received from the Bidder prior to the time set for opening of bid, but not thereafter.

D. Bidders shall promptly notify the Dorchester County Purchasing Office, in writing, and no later than the last date and time for the submittal of written questions, of any ambiguity, inconsistency or error which they may discover upon examination of the IFB documents or the project premises and local conditions.

E. Bidders requiring clarification or interpretation of the IFB documents shall make a written request which must be received at the Dorchester County Purchasing Office no later than the last date and time for submittal of written questions.

F. Any interpretation, correction or change of the IFB documents will be made by addendum. It is your responsibility to monitor the Purchasing Services website by selecting Procurement Portal at www.dorchestercountysc.gov/purchasing for any additional information, revisions, or addenda that may be posted.

G. No substitutions will be considered after the Contract award except by amendment or change order.

H. Failure to submit a bid on the form requested or inclusion of any alternates, unit prices, conditions, limitations or provisions not called for, will render the bid irregular; and shall be considered sufficient cause for rejection of a bid. Failure to complete entries in all blanks on the Bid Form shall be considered cause for rejection of a bid.

3.2. Non-Collusion Oath

A. Every bid must be accompanied by a notarized affidavit of non-collusion, executed by the Bidder or in the case of a corporation, by a duly authorized representative of said corporation. The Non-Collusion Oath is provided herein.

3.3. Bidder Representations

A. Each Bidder by submitting a bid represents that:

1. The Bidder has read and understands this IFB (including all specifications and attachments) and that their bid is made in accordance therewith.

2. The Bidder has reviewed the IFB, has become familiar with the local conditions under which the Work is to be performed, and has correlated personal observations with the requirements of the proposed

Contract Documents.

http://www.dorchestercountysc.gov/purchasing

3. The bid is based on the terms, materials, systems and equipment required by this IFB, without exception.

4. The Bidder is qualified to provide the services and equipment required under this IFB and, if awarded the Contract, will do so in a professional, timely manner using Bidder's best skill and attention.

3.4. Award of Contract

A. Award of Contract will be made to the lowest responsive and responsible bidder(s) whose bid, conforming to the IFB, is most advantageous to the County, price and other factors considered. The County reserves the right to make multiple awards based on the capacity of each Bidder, beginning with the Lowest

Responsible Bidder.

B. The County reserves the right to 1) reject any or all bids and any part of a bid; 2) waive informalities, technical defects, and minor irregularities in bids received; and 3) award the bid(s) received on the basis of individual items or groups of items or the entire list of items.

C. The County shall be the sole judge of the suitability of the items or services to be provided pursuant to this IFB.

D. The County reserves the right to request the contractor/vendor’s latest financial statements and other such additional information as may be reasonably necessary to determine whether the contractor/vendor should be awarded the contract.

E. For debriefings, protests and appeals after the award of a contract, contractors are advised to consult the

Procurement Policy Manual located on the Dorchester County website at:

www.dorchestercountysc.gov/purchasing.

3.5. Notice of Award of Contract

A. The successful Bidder will be notified of acceptance of bid by a written Notice of Award of contract. The successful Bidder shall not undertake any work, and the County will not be responsible for payment for any work whatsoever undertaken by successful Bidder prior to execution of the contract by both parties.

B. The successful Bidder shall be required to submit acceptable Insurance Certificate(s) and Endorsement(s) within Five (5) Business Days after the issuance of the Notice of Award.

3.6. Contract Document

A. The successful Bidder shall be required to execute a formal contract within Ten (10) business days after issuance of a Letter of Intent to Award.

B. Said Contract shall be virtually identical in substance and form to the Sample Contract contained herein.

The only anticipated changes will be to include additional exhibits, to fill in the blanks to identify the successful Bidder, and terms relating to compensation, or to revise the contract to accommodate corrections, changes in the scope of work, or changes pursuant to addenda issued prior to the bid opening.

C. Because the signed contract will be substantively and substantially derived from the Sample Contract, Bidder is urged to seek independent legal counsel as to any questions about the terms, conditions or http://www.dorchestercountysc.gov/purchasing provisions contained in the Sample Contract, before submitting a bid. Again, the Sample Contract, contains important legal provisions and is considered part and parcel of this IFB.

D. Bidders should raise any questions regarding the terms of the Contract, or submit requested changes in said terms, in the form of written questions or submittals, subject to the deadline for questions.

E. Failure or refusal to sign aforesaid Contract shall be grounds for the County to revoke any Letter of Intent to Award which has been issued, for the bidder to forfeit their bid security, and for the County to award the Contract to another Bidder.

3.7. Modification

A. The County has defined this section in the Sample Contract.

3.8. Notice to Proceed

A. A Notice to Proceed will be issued after the successful Bidder has executed the Contract and has submitted acceptable performance and payment bonds (if applicable) to the County as well as other submittals specified herein as required to be delivered before the Notice to Proceed is issued.

B. The successful Bidder shall not deliver any equipment to the work site or commence work until the successful Bidder has received a written Notice to Proceed from the Purchasing Services Manager.

3.9. Bidder's Qualifications

A. Before a bid is considered for award, the Bidder may be requested by the County to submit a statement providing additional information regarding their previous experience in performing comparable work.

3.10. Subcontractors

A. If any subcontractors will be used for this project, the successful Bidder shall provide to the Purchasing

Services Manager a list of names of any of the intended subcontractors, the subcontractor's applicable license number(s), and a description of the work to be done by each subcontractor on the Subcontractor

Data Report Form included herein.

B. The successful Bidder shall not substitute other subcontractors without the written consent of the

Purchasing Services Manager.

C. The successful Bidder shall be responsible for all services performed by a subcontractor as though they had been performed by the successful Bidder. Responsibilities include, but are not limited to, compliance with any applicable licensing regulations.

D. If at any time the Purchasing Services Manager determines that any subcontractor is incompetent or undesirable, the director shall notify the successful Bidder accordingly, and the successful Bidder shall take immediate steps for cancellation of the subcontract and replacement.

E. Nothing contained in any contract resulting from this IFB shall create any contractual relationship between any subcontractor and the County.

F. It shall be the successful Bidder’s responsibility to ensure that all terms required in the attached Contract are incorporated into all subcontracts.

3.11. Indemnification

A. The County has defined this section in the Sample Contract.

3.12. Termination

A. The County has defined this section in the Sample Contract.

3.13. State and Local Taxes

A. Except as otherwise provided, Contract prices shall include all applicable state and local taxes.

B. The successful Bidder shall calculate that portion of the Contract which is subject to the seven percent

(7%) sales and/or use tax, which amount shall be itemized and shown on all invoices, and shall be paid to

South Carolina Department of Revenue (SCDOR) by Contractor. If the successful Bidder is a non-South

Carolina company, the County will withhold said amount from all invoices and remit payment to the

SCDOR, unless the Contractor furnishes County with a valid South Carolina Use Tax Registration

Certificate Number.

C. The successful Bidder shall indemnify and hold harmless the County for any loss, cost, or expense incurred by, levied upon or billed to the County as a result of the successful Bidder’s failure to pay any tax of any type due in connection with this Contract.

D. The successful Bidder shall ensure that the above sections are included in all subcontracts and sub-subcontracts, and shall ensure withholding on out of state sub and sub- subcontractors to which withholding is applicable.

3.14. Drug-Free Workplace Act

A. By submitting an offer, Bidder certifies that, if awarded a contract, Bidder will comply with all applicable provisions of the Drug-Free Workplace Act, Section 44-107-10, et seq., South Carolina Code of Laws, 1976, as amended.

3.15. Insurance Requirements

The successful bidder shall procure, maintain, and provide proof of, insurance coverage for injuries to persons and/or property damage as may arise from or in conjunction with, the work performed on behalf of the County by the bidder, his agents, representatives, employees or subcontractors. Proof of coverage as contained herein shall be submitted prior to the commencement of work and such coverage shall be maintained by the bidder for the duration of the contract period; for occurrence policies.

3.15.1. General Liability

A. Coverage shall be as broad as: Comprehensive General Liability endorsed to include Broad Form, Commercial General Liability form including Products/Completed Operations.

Minimum Limits - General Liability:

$1,000,000 General Aggregate Limit

$1,000,000 Products & Completed Operations

$1,000,000 Personal and Advertising Injury

$1,000,000 Each Occurrence Limit

$50,000 Fire Damage Limit

$5,000 Medical Expense Limit

3.15.2. Automobile Liability

A. Coverage sufficient to cover all vehicles owned, used, or hired by the bidder, his agents, representatives, employees or subcontractors.

Minimum Limits - Automobile Liability:

$1,000,000 Combined Single Limit

$1,000,000 Each Occurrence Limit

$5,000 Medical Expense Limit

3.15.3. Workers' Compensation

A. Limits as required by the Workers' Compensation Act of SC. Employers Liability: $1,000,000.

3.15.4. Owners' & Contractors' Protective Liability

A. Policy will be in name of County. Minimum limits required are $1,000,000. Required if work is defined as a construction project where the bid total exceeds $1,000,000.

3.15.5. Professional Liability

A. Minimum limits are $1,000,000 per occurrence.

3.15.6. Coverage Provisions

A. All deductibles or self-insured retention shall appear on the certificate(s).

B. The County of Dorchester, its' officers/ officials, employees, agents and volunteers shall be added as

"additional insured" as their interests may appear. This provision does not apply to Professional Liability or Workers' Compensation/Employers' Liability.

C. The offeror's insurance shall be primary over any applicable insurance or self-insurance maintained by the County.

D. Shall provide 30 days written notice to the County before any cancellation, suspension, or void of coverage in whole or part, where such provision is reasonable.

E. All coverage for subcontractors of the bidder shall be subject to all of the requirements stated herein.

F. All deductibles or self-insured retention shall appear on the certificate(s) and shall be subject to approval by the County. At the option of the County, either; the insurer shall reduce or eliminate such deductible or self-insured retention; or the bidder shall be required to procure a bond guaranteeing payment of losses and related claims expenses.

G. Failure to comply with any reporting provisions of the policy(s) shall not affect coverage provided the

County, its officers/officials, agents, employees and volunteers.

H. The insurer shall agree to waive all rights of subrogation against the County, its' officers/officials, agents, employees or volunteers for any act, omission or condition of premises which the parties may be held liable by reason of negligence.

I. The bidder shall furnish the County certificates of insurance including endorsements affecting coverage.

The certificates are to be signed by a person authorized by the insurance company(s) to bind coverage on its' behalf, if executed by a broker, notarized copy of authorization to bind, or certify coverage must be attached.

J. All insurance shall be placed with insurers maintaining an A.M. Best rating of no less than an A:VII. If

A.M. Best rating is less than A:VII, approval must be received from County’s Risk Manager.

3.16. Utilization by Other Public Agencies Clause

A. The use of this solicitation and resulting contract shall be made available to other local governmental agencies and agencies established for the public benefit (“Public Agencies”). The parties agree to allow other governmental agencies to enter into separate agreements with the Contractor under the terms and prices in effect between the County and the Contractor. The parties also agree that any other agency utilizing the terms and prices of this agreement shall not be deemed to be an agent or employee of the

County of Dorchester for any purpose whatsoever. The parties further agree that any Public Agency will enter its own separate contract with the Contractor.

B. The County is not otherwise responsible for the Public Agencies’ performance of the Contract between the individual Public Agencies and the Contractor or for any obligation or liability accruing to the Public

Agencies in the performance thereof. The Public Agencies and the Contractor further agree to waive any rights they may have in making the County of Dorchester a party to a dispute between a Public Agency and the Contractor.

C. The County may advertise the resulting contract to other public agencies for their use as described in 17.1 on third-party platforms.

3.17. All County Departments Eligible to Purchase

A. This solicitation may be issued by a specific department, but the County shall have the discretion to permit

ALL County departments, divisions, or other business units to purchase the goods or services solicited at the terms, conditions, and pricing as agreed-upon in the contract resulting from the solicitation. Expansion of the contract to include other County departments, divisions, or other business units may be accomplished by purchase order, change order, or amendment, as determined by the Purchasing Services

Manager.

3.18. Confidential Information

A. Bidders must clearly mark as “confidential” each part of their response which they consider to be trade secrets or information of a personal nature that could be exempt from disclosure under the South Carolina

Freedom of Information Act (SCFOIA) as set forth in Chapter 4, Title 30, of the South Carolina Code of

Laws, 1976, as amended. The County reserves the right, in its sole discretion, to determine whether this information should be exempt from disclosure and no legal action may be brought against the County or its agents for its determination in this regard. Upon receipt of a bid package by the County the submittal shall become the property of the County without compensation to the bidder, for disposition or usage by the County at its discretion. The details of the bid documents will remain confidential until final award, except for sections that are marked “confidential” as explained above and except as required by law.

3.19. Intellectual Property

A. Any information, data, instruments, documents, studies, reports or deliverables given to, exposed to, or prepared or assembled by the bidder shall be kept as confidential information of the County and not divulged or made available to any individual or organization except as required by law. Such information, data, instruments, documents, studies, reports or deliverables will be the sole property of the County and not the bidder.

B. All intellectual property, including, but not limited to, patentable inventions, patentable plans, copyrightable works, mask works, trademarks, service marks, and trade secrets invented, developed, created or discovered in performance of this contract shall be property of the County.

4. SECTION FOUR: SAMPLE CONTRACT

4.1. Sample Contract

STATE OF SOUTH CAROLINA

COUNTY OF DORCHESTER

THIS CONTRACT (hereinafter the “Contract”) entered into this day of (Month) 2020, between the

COUNTY OF DORCHESTER, South Carolina, a public body corporate and politic and political subdivision of the State of South Carolina, (hereinafter the "County") and (NAME OF

COMPANY/INDIVIDUAL), a (State Name) Sole Proprietorship/Partnership/Corporation, Limited

Liability Corporation (choose one), the address of which is Street, City, State, Zip (hereinafter the

"Contractor"), (“Party” as to each; collectively the “Parties”).

W I T N E S S E T H:

WHEREAS, the County wishes to contract for the provision of [SERVICES], as described in

[Invitation for Bids or Request for Proposals] No. [#] (“Work” and/or “Services”); and

WHEREAS, the Contractor has represented to the County that its staff is qualified to provide the Work and perform this Contract in a professional and timely manner; and

WHEREAS, the County has relied upon the above representations by the Contractor; and

NOW, THEREFORE, for and in consideration of these promises, of the mutual covenants herein set forth, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, and the above-referenced recitals incorporated into this Contract herein by reference, the Parties hereto hereby agree as follows:

SECTION ONE

Contract Documents

The Parties agree that the Contract Documents shall include the following, which are incorporated by reference:

Invitation for Bids (IFB) No. [#]/Scope of Work and any addendums Contractor’s Insurance

Certificate(s) and Endorsement(s) Contractor's bid dated , 2020

In the event of any conflict, discrepancy, or inconsistency among any of the documents which make up this Contract, the following shall control:

A. As between the Contract and the Contract Documents or any other documents which make up this

Contract, this Contract shall govern.

B. In the event of any conflict, discrepancy, or inconsistency among any of the other Contract Documents, the Contractor shall diligently review all such documents and notify the County immediately upon discovery of same for resolution by the County.

C. Any documents not included or expressly contemplated in this Contract do not, and shall not, form a part of this Contract. The Contract Documents are intended to be complementary, and a requirement in one document shall be deemed a requirement in all documents.

In order to induce the County to execute this Contract and recognizing that the County is relying thereon, the Contractor, by executing this Contract, makes the following express representations to the

County:

The Contractor is fully qualified to act as the contractor for the work and has, and shall maintain, any and all licenses, permits or other authorizations necessary to act as the contractor for the work;

The Contractor has received, reviewed and examined all of the documents which make up this Contract, including, but not limited to, all plans and specifications, and has found them to the best of its knowledge, to be complete, accurate, adequate, consistent, coordinated and sufficient.

SECTION TWO

Scope of Work

The Contractor agrees to perform and furnish all labor, supervision, materials, equipment, transportation and supplies necessary for the completion of the Work required under this Contract in a professional, timely manner, in accord with all applicable laws, rules and regulations.

Scope of Work and Specifications:

Provide services as detailed in the Scope of Work and Contractor’s offer previously incorporated by reference.

Coordination of the Work and administration of this Contract shall be by the Dorchester County

Department Name.

SECTION THREE

Contract Price: Payment Terms

Provider has proposed terms of payment in its response to this solicitation, which is attached hereto.

Payment shall be due within thirty (30) days of approved invoices.

SECTION FOUR

Time: Term of Contract

The term of the Contract shall commence upon Notice to Proceed and continue for one year, with the option to renew for up to four (4) additional one-year terms.

SECTION SIX

Insurance Requirements

The Contractor, at its own expense, shall at all times during the term of the Contract, maintain insurance as included in the General Terms and Conditions of RFP No. 2020-2352-6301-44, which is attached hereto and previously incorporated by reference. The County may contact the Contractor’s insurer(s) or insurer(s)' agent(s) directly at any time regarding the Contractor’s coverages, coverage amounts, or other such relevant and reasonable issues related to this Contract. The Contractor shall also require any subcontractors to carry the same coverages in the same amounts.

The County must be advised immediately of any changes in required coverages.

SECTION SEVEN

Compliance with Legal Requirements

All applicable federal, state and local laws, ordinances, and rules and regulations of any authorities

(including, but not limited to, any laws, ordinances or regulations relating to the S.C. Department of

Revenue or the S.C. Board of Contractors) shall be binding upon the Contractor throughout the pendency of this Work. The Contractor shall be responsible for compliance with any such law, ordinance, rule or regulation, and shall hold the County harmless and indemnify same in the event of non-compliance as set forth in the Contract.

The Contractor certifies that it will comply with the applicable requirements of Title 8, Chapter 14 of

South Carolina Code of Laws, 1976, as amended, and agrees to provide to the State upon request any documentation required to establish either: (a) that Title 8, Chapter 14 is inapplicable to the Contractor and its subcontractors or sub-subcontractors; or (b) that the 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.”

The Contractor agrees to include in any contracts with subcontractors, language requiring subcontractors to (a) comply with applicable requirements of Title 8, Chapter 14, and (b) include in its contracts with the sub-contractors language requiring the sub-subcontractors to comply with the applicable requirements of Title 8, Chapter 14.

The Contractor agrees to and shall certify agreement to abide by the requirements under Title VI of the

Civil Rights Act of 1964, and other non-discrimination authorities under Federal Executive Order

Number 11246, as amended, and specifically, the provisions of the equal opportunity clause.

The Contractor shall comply with all federal, state and local laws, ordinances, rules and regulations of any authorities throughout the duration of this Contract. The Contractor shall be responsible for compliance with any such law, ordinance, rule or regulation, and shall hold County harmless and indemnify same in the event of non-compliance.

SECTION EIGHT

Drug-free Workplace Act

The Contractor shall comply with the South Carolina Drug-free Workplace Act, Section 44-107-10 et seq., S.C. Code of Laws (1976, as amended).

SECTION NINE

Contractor's Warranties and Representations

The Contractor represents that its staff is knowledgeable about and experienced in performing the Work required in this Contract and warrants that it will use the best skill and attention to provide above described Work in a professional, timely manner.

The Contractor warrants and represents that it shall be responsible for all subcontractors working directly for it, as well as for their Work product, as though the Contractor had performed the Work itself.

A. If equipment, materials and supplies are to be a part of the service provided, all equipment, materials, and supplies incorporated in the Work covered by the offer and provided by the Contractor are to be new and of the most suitable grade for the purpose intended. Unless otherwise specifically provided in this

Contract, reference to any equipment, material, article or patented process, by trade name, make or catalog number, shall not be construed as limiting competition. When requested, the Contractor shall furnish to the Purchasing Services Manager, for approval the name of the manufacturer, the model number, and other identifying data and information respecting the performance, capacity, nature and rating of the machinery and mechanical and other equipment which the Contractor contemplates incorporating in the Work. When required by this Contract or when called for by the Purchasing

Services Manager, the Contractor shall provide full information concerning the material or articles which he contemplates incorporating in the Work. When so directed, samples shall be submitted for approval at the Contractor's expense, with all shipping charges prepaid. Machinery, equipment, material and articles installed or used without the required prior approval of the County shall be at the risk of subsequent rejection by the County.

B. Any and all manufacturers' warranties on any equipment or materials will be passed on to the County and copies of said warranties will be furnished by the Contractor to the County upon completion and final acceptance of the Work.

C. The Purchasing Services Manager may, in writing, require the Contractor to remove from the Work Site any employee the Purchasing Services Manager deems incompetent, careless or otherwise objectionable.

D. In addition to any manufacturer's warranties, all labor and materials are warranted to be free from defects for a period of twenty-four (24) months after the date of Final Payment by the County.

SECTION TEN

Retention of Records

The Contractor agrees to maintain for three (3) years from the date of Final Payment, or until the end of any audit or closure of all pending matters under this Contract, whichever is later, all books, documents, papers, and records pertinent to this Contract. The Contractor agrees to provide to the County, any federal grantor agency, the Comptroller General of the United States, any state grantor agency, any assignee, or any of their duly authorized representatives access to such books, documents, papers, and records for the purpose of examining, auditing, and copying them. The Contractor further agrees to include these provisions in any subcontracts issued in connection with this Contract.

SECTION ELEVEN

State and Local Taxes

Except as otherwise provided, Contract prices shall include all applicable state and local taxes.

The Contractor shall calculate that portion of the Contract which is subject to the seven percent (7%)

South Carolina sales and/or use tax, which amount shall be itemized and shown on all invoices, and shall be paid to South Carolina Department of Revenue (SCDOR) by the Contractor. If the Contractor is a non- South Carolina company, the County will withhold said amount from all invoices and remit payment to the SCDOR, unless the Contractor furnishes the County with a valid South Carolina Use Tax

Registration Certificate Number.

The Contractor shall indemnify and hold harmless the County for any loss, cost, or expense incurred by, levied upon or billed to the County as a result of the Contractor's failure to pay any tax of any type due in connection with this Contract.

The Contractor shall ensure that the above sections are included in all subcontracts and sub-subcontracts, and shall ensure withholding on out of state sub and sub-subcontractors to which withholding is applicable.

SECTION TWELVE

Independent Contractor

The Contractor is an independent contractor and shall not be deemed the agent or employee of the

County for any purpose whatsoever. The Contractor shall not hold himself out as an employee of the

County, and shall have no power or authority to bind or obligate the County in any manner, except the

County shall make payment to the Contractor for Work and expenses as herein provided. The Contractor shall obtain and maintain all licenses and permits required by law for performance of this Contract by him or his employees, agents, and servants. The Contractor shall be liable for and pay all taxes required by local, state or federal governments, including but not limited to social security, Workers’

Compensation, employment security, and any other taxes and licenses or insurance premiums required by law. No employee benefits of any kind shall be paid by the County to or for the benefit of the

Contractor or its employees, agents, or servants by reason of this Contract.

SECTION THIRTEEN

Other Contracts

The County reserves the right to undertake or award other contracts for additional Work, and may elect to complete portions of the Work included in this Contract using its own forces or through other contracts, and the Contractor shall fully cooperate with such other contractors, County employees and carefully fit its own Work to such Work as may be directed by the County. The Contractor shall not commit or permit any act by its forces or subcontractors which will interfere with the performance of

Work by any other contractor or by the County and or Department employees.

SECTION FOURTEEN

Permits and Licenses

The Contractor shall, without additional expense to the County, be responsible for obtaining and maintaining all necessary licenses and permits required by the State of South Carolina, a municipality or the County or any other authority having jurisdiction. Prior to execution of this Contract, the Contractor may be required to provide a copy of its current applicable Contractor’s License issued by the State of

South Carolina and the County. Any subcontractor must comply with the regulations promulgated in the

South Carolina Contractor’s Licensing Board as enforced by the South Carolina Licensing Board for

Contractors. The Contractor’s (and or any subcontractor’s) License Number, Person’s Name and

Business Name must all be shown on all required licenses.

SECTION FIFTEEN

Safety, Health, and Security Precautions

The Contractor shall take proper safety, health and security precautions to protect its workers and the

County's property, workers and the public at all times during the term of this Contract. Emergency exits shall not be blocked and doors shall be secured by the Contractor when Work is temporarily suspended and after each work day. All materials shall be stored securely, protected from theft or damage.

SECTION SIXTEEN Inspection and Acceptance

All Work shall be subject to inspection and test by the County at all reasonable times and places. The

Contractor shall, without charge, correct any workmanship found by the County not to conform to the

Contract requirements.

SECTION SEVENTEEN

Conditions Affecting the Work

The Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions which can affect the Work or the cost thereof. Any failure by the Contractor to do so will not relieve it from responsibility for successfully performing the Work without additional expense to the County. The County assumes no responsibility for any understandings or representations concerning conditions made by any of its officers or agents prior to the execution of this Contract, unless such understandings or representations by the County are expressly stated in this Contract.

SECTION EIGHTEEN

Cleanup Work; Repair of Damages

During the performance of the Work, the Contractor shall continuously keep the Work Site and areas adjacent thereto in an orderly condition, free and clear from debris and discarded materials.

The Contractor will restore or replace, when and as directed by the County, any public or private property damaged or destroyed by the Contractor's work, equipment or employees to a condition at least equal to that existing immediately prior to the beginning of the Work.

SECTION NINETEEN

Actual Damages

The Contractor expressly agrees that if the Work, or any part thereof, is not performed or completed in a timely or professional manner in accordance with this Contract or any amendment thereto, the

Contractor and its sureties shall be liable to the County for actual damages which relate to the

Contractor’s failure to perform or complete the Work in the manner described above. If actual damages are agreed to by the County and the Contractor or awarded by the Court, the County shall have the right to deduct from and retain out of monies which may be then due or which may become due and payable to the Contractor, the amount of such actual damages; and if the amount so retained by the County is not sufficient to pay in full such actual damages, the Contractor and/or its sureties shall pay to the County the amount necessary to effect payment in full of such actual damages.

SECTION TWENTY

Suspension of Work

The Purchasing Services Manager may order, in writing, the Contractor to suspend, delay, or interrupt all or any part of the Work for such period of time as he may determine to be appropriate for the convenience of the County. The County may suspend performance of its obligations under this Contract in good faith for the convenience of the County or to investigate matters arising in the Work.

The Purchasing Services Manager may order suspension of the Work in whole or in part for such time as he deems necessary because of the failure of the Contractor to comply with any of the requirements of this Contract, and the Contract's completion date shall not be extended on account of any such suspension of Work.

When the Purchasing Services Manager orders any suspension of the Work under the paragraph above, the Contractor shall not be entitled to any payment for Work with respect to the period during which such Work is suspended and shall not be entitled to any costs or damages resulting from such suspension.

The rights and remedies of the County provided in this Section are in addition to any other rights and remedies provided by law or under this Contract.

SECTION TWENTY-ONE

Modification of Contract

The County’s Purchasing Services Manager has the unilateral right to modify this Contract when the modification is in the best interest of the County, provided however, the Contractor is given written notice of any such modification and the County is responsible for paying the Contractor for any additional expenses incurred by the Contractor which relate to the modification. Subject to the above, the Contractor shall immediately notify the County in writing of any proposed adjustment in its fee. The

Contractor is obligated to perform the revised contract when so directed by the Purchasing Services

Manager and the County is obligated to pay for the work performed pursuant to the modification. No claim by the Contractor for an adjustment hereunder shall be allowed if asserted after Final Payment under this Contract.

SECTION TWENTY-TWO

Termination

A. For Convenience

The Purchasing Services Manager, by advance written notice, may terminate this Contract when it is in the best interests of the County. If this Contract is so terminated, the Contractor shall be compensated for all necessary and reasonable direct costs of performing the Work actually accomplished. The

Contractor will not be compensated for any other costs in connection with a termination for convenience. The Contractor will not be entitled to recover any damages in connection with a termination for convenience.

B. For Default

If the Contractor refuses or fails to perform the Work or any separable part thereof in a timely or workmanlike manner in accordance with the Contract Documents, or otherwise fails, in the sole opinion of the County, to comply with any of the terms and conditions of the Contract Documents deemed, in the sole opinion of the County, to be material (including, without limitation, the requirement that the

Contractor obtain and maintain in force all necessary permits), such refusal or failure shall be deemed a default under this Contract.

In the event of a default under this Section, the County shall have the right to terminate forthwith this

Contract by written notice to the Contractor. In the event of such default, the advance notice period for termination is waived and the Contractor shall not be entitled to any costs or damages resulting from a termination under this section.

Whether or not the Contractor's right to proceed with the Work is terminated, it and its sureties shall be liable for any damage to the County resulting from Contractor's default. Any wrongful termination for default shall be deemed by the Parties a termination for convenience.

C. Termination for Non-Appropriation of Funds

The Purchasing Services Manager, by written advance notice, may terminate this Contract in whole or in part in the event that sufficient appropriation of funds from any source (whether a federal, state, County or other source) are not made or sufficient funds are otherwise unavailable, in either case, to pay the charges under this Contract. If this Contract is so terminated, the Contractor shall be compensated for all necessary and reasonable direct costs of performing the Work actually provided to the date of such termination. The Contractor will not be compensated for any other costs in connection with a termination for non-appropriation. The Contractor will not be entitled to recover any damages in connection with a termination for non-appropriation, including, but not limited to, lost profits.

D. Rights Cumulative

The rights and remedies of the County provided in this Section are in addition to any other rights and remedies provided by law or under this Contract.

SECTION TWENTY-THREE

Indemnification

Except for expenses or liabilities arising from the negligence or intentional acts of the County, the

Contractor hereby expressly agrees to indemnify and hold the County harmless against any and all expenses and liabilities arising out of the negligent performance, action or inaction of the Contractor in conduct of this Contract, as follows:

For matters other than those arising from the rendering or failure to render professional services, the

Contractor expressly agrees to the extent that there is a causal relationship between its negligence, action or inaction, or the negligence, action or inaction of any of its employees or any person, firm or corporation directly or indirectly employed by the Contractor and any damage, liability, injury, loss or expense (whether in connection with bodily injury or death or property damage) that is suffered by the

County and/or its officers or employees or by any member of the public, to indemnify and save the

County and its officers and employees harmless against any and all liabilities, penalties, demands, claims, lawsuits, losses, damages, costs, and expenses arising out of the negligence, action or inaction of the Contractor, regardless of whether such liabilities, penalties, demands, claims, lawsuits, losses, damages, costs and expenses are caused in part by the County. Such costs are to include, without limitation, defense, settlement and reasonable attorney’s fees incurred by the County and its employees.

This promise to indemnify shall include, without limitation, bodily injuries or death occurring to the

Contractor’s employees and any person, directly or indirectly employed by the Contractor (including, without limitation, any employee of any subcontractor), the County’s officers or employees, the employees of any other independent contractors, or occurring to any member of the public. When the

County submits notice, the Contractor shall promptly defend any aforementioned action.

For matters arising out of the rendering or failure to render professional services, the Contractor will indemnify and save the County and its officers and employees harmless from and against all liabilities, penalties, demands, claims, lawsuits, losses, damages, costs and expenses arising out of or resultant from any negligent act, error or omission of the Contractor in the rendering or failure to render professional services under this Contract. Such costs are to include, without limitation, defense, settlement and reasonable attorneys’ fees incurred by the County and its officers and employees. This promise to indemnify shall include, without limitation, bodily injuries or death occurring to the Contractor’s employees and any person, directly or indirectly employed by the Contractor (including, without limitation, any employee of any subcontractor), the County’s officers or employees, the employees of any other independent contractors, or occurring to any member of the public. When the County submits notice of claim that triggers the indemnity, the Contractor shall promptly defend any aforementioned action at its own cost.

The limits of insurance required in this Contract shall not limit the Contractor’s obligations under this

Section. The terms and conditions contained in this Section shall survive the termination of the…