Sample_Contract.pdf

DIGITAL ORTHOPHOTOGRAPHY

AND LiDAR DATA ACQUISITION

STATE OF SOUTH CAROLINA)

COUNTY OF GREENVILLE)

THIS AGREEMENT is made and entered into on this ______ day of ______________, 2025, by and between the COUNTY OF GREENVILLE, South Carolina, a political subdivision of the State of South Carolina, having its principle place of business at 301 University Ridge, Greenville, South Carolina 29601 (“COUNTY”), and

________________________________________________________ (“CONTRACTOR”).

WITNESSETH:

WHEREAS, COUNTY desires to employ CONTRACTOR to provide Digital Orthophotography and Lidar Data Acquisition and;

WHEREAS, CONTRACTOR represents that it has the expertise, knowledge, and ability and is qualified to render such professional services and that it is willing to provide such services under the terms and conditions contained herein, NOW, THEREFORE, in consideration of these premises and of the mutual premises, covenants and agreement contained herein, the parties agree as follows:

1. CONTRACT PERIOD:

This Agreement shall begin on the date the NOTICE TO PROCEED is received by CONTRACTOR and shall remain in effect until _____________ unless extended by the County for additional one (1) year terms not to exceed a maximum of four

(4) annual renewals, or otherwise terminated as hereinafter provided.

2. SCOPE OF SERVICES:

The products and professional services to be provided are more fully set forth in COUNTY’s Request for Proposal (“RFP”) #26044, a copy of which is attached hereto and incorporated herein by reference. CONTRACTOR acknowledges that it is an independent Contractor and that it will at all times act as such. Nothing in this Agreement shall be deemed to constitute CONTRACTOR or any of its employees as the agent, representative or employee of COUNTY, or create a joint venture between the parties.

With the exception of PROJECT WORK performed by approved subcontractors, it is agreed that all PROJECT WORK will occur at the CONTRACTOR’s place of business, identified in this AGREEMENT as ____________________________.

No PROJECT WORK shall be performed at any other location or by any subcontractor without the COUNTY’s prior written approval.

3. PROJECT SCHEDULE:

3.1 All products and professional services to be performed and delivered by

CONTRACTOR in accordance with the provisions of this Agreement shall be performed and delivered in accordance with the PROJECT SCHEDULE.

3.2 COUNTY and CONTRACTOR may negotiate mutually agreeable changes in the

PROJECT SCHEDULE. Any such changes shall be in writing and signed by both parties.

3.3 Either party will promptly notify the other in writing upon knowledge of any cause for delay or projected delay and the foreseen impact on the PROJECT SCHEDULE. Any final changes in the PROJECT SCHEDULE will then be confirmed by mutual agreement.

3.4 In the event the CONTRACTOR fails to deliver all PROJECT WORK by the completion date set forth in the PROJECT SCHEDULE, then CONTRACTOR shall pay the COUNTY the sum of Two Hundred and 00/100 ($200.00 USD) Dollars per calendar day for each and every calendar day of inexcusable delay if so requested by the COUNTY. Any sums due and payable hereunder by CONTRACTOR shall be payable, not as a penalty, but as liquidated damages applicable to such delays and withheld from any amounts otherwise due

CONTRACTOR.

3.5 In the event CONTRACTOR is unable to complete incremental or final PROJECT

WORK according to the PROJECT SCHEDULE due to delays on the part of the COUNTY in supplying prescribed source materials, Paragraph 3.4 shall not apply and a mutually agreeable change to the PROJECT SCHEDULE shall be executed.

3.6 In the event the PROJECT SCHEDULE and completion time is extended as a result of delay(s) on the part of the COUNTY or at the request of COUNTY based on a change pursuant to Paragraph 3.2 above, COUNTY agrees to extend the PROJECT SCHEDULE for the same number of calendar days for which it has delayed the project or to accommodate a change of scope pursuant to Paragraph 5.1.

4. PAYMENT TERMS:

4.1 COUNTY agrees to pay CONTRACTOR for the products and professional services provided herein in accordance with CONTRACTOR’s response to RFP #26044 as well as any Amendment(s) thereto, which Amendments(s) is/are attached hereto and incorporated herein by reference. It is understood and agreed that the total PROJECT PRICE to be paid to CONTRACTOR by COUNTY shall not exceed the pricing listed in Attachment A, attached hereto and incorporated herein by reference.

4.2 CONTRACTOR shall submit monthly invoices. Such invoices shall include a detailed listing of charges. Payment shall be made upon satisfactory completion, delivery and acceptance by the COUNTY of the services so invoiced.

4.3 A. All payments shall be made within 30 days of receipt of the invoice.

Furthermore, upon delivery of the respective data by CONTRACTOR to COUNTY, COUNTY shall have thirty (30) calendar days to accept the data and to notify CONTRACTOR in writing or by email of such acceptance. If COUNTY fails to notify CONTRACTOR within such thirty (30) calendar days of the delivery, the work shall be deemed accepted for payment purposes only.

B. COUNTY shall prior to making payment on the invoice for delivered and accepted data withhold ten percent (10%) from the payment due. The amounts so withheld shall be released to CONTRACTOR upon satisfactory completion of the PROJECT WORK.

C. COUNTY shall notify CONTRACTOR within thirty (30) calendar days of receipt of invoice of any dispute with the invoice and CONTRACTOR, upon such notice, shall provide back-up data to COUNTY. COUNTY and CONTRACTOR will thereafter, promptly resolve any disputed items. If payment on undisputed invoice amounts remains past due sixty (60) days from the date the invoice is received by COUNTY, then CONTRACTOR shall have the right to suspend all work under this Agreement without prejudice.

4.4 Approval and/or payment of such invoices shall not in any way relieve

CONTRACTOR of its liability to COUNTY for errors, omissions, or other deficiencies by the CONTRACTOR in the performance of these services.

COUNTY’s review, approval or acceptance of, or payment for any of the services shall not operate as a waiver of any rights of COUNTY under this Agreement.

4.5 NO INTEREST OR OTHER LATE PENALTIES SHALL ACCRUE ON LATE PAYMENTS.

4.6 IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT IN THE EVENT FUNDS

ARE NOT APPROPRIATED IN THE CURRENT FISCAL YEAR OR ANY SUBSEQUENT

FISCAL YEARS, THIS CONTRACT WILL BECOME NULL AND VOID AND THE

COUNTY WILL ONLY BE REQUIRED TO PAY FOR SERVICES COMPLETED TO THE

SATISFACTION OF THE COUNTY.

5 CHANGES:

5.1 COUNTY may, at any time, in writing, and within the general scope of this

Agreement, make “Request for Changes” in the services or work to be performed. In the event CONTRACTOR is requested to perform additional services or work not contemplated by this Agreement, CONTRACTOR will promptly notify COUNTY if such change causes an increase in CONTRACTOR’s cost of, or time required for, performance of any services under this Agreement.

In such event an equitable adjustment shall be made and this Agreement shall be modified in writing accordingly. In the event CONTRACTOR is requested to reduce the performance of services or scope of work, such request must be made in writing. In the event CONTRACTOR is requested to reduce the performance of services or scope of work COUNTY shall be entitled to a decrease in the amount of compensation to be paid to CONTRACTOR accordingly.

5.2 All change orders must be in writing and executed by both parties to be valid, and no services for which any additional compensation will be charged by CONTRACTOR shall be furnished without the written authorization of COUNTY.

5.3 COUNTY may add to or reduce the scope of work by generating mutually agreed upon contract EXHIBITS to this basic agreement.

6. RESPONSIBILITIES OF THE PARTIES:

6.1 COUNTY shall provide CONTRACTOR, and its employees, access to all necessary, existing digital data for completion of the PROJECT.

6.2 COUNTY shall ensure source materials meet all specifications for accuracy, content, and condition as detailed in RFP #26044.

6.3 COUNTY shall be responsible for reviewing and validating the quality and content of the products and services delivered by the CONTRACTOR. In the event ten (10%) percent or more of the delivered products fail to meet PROJECT acceptance criteria, within a given delivery, COUNTY shall have the right to return the entire shipment for correction without first validating all products in the given shipment. Completion of any corrective action(s) by the CONTRACTOR shall not affect the PROJECT SCHEDULE and completion time.

6.4 CONTRACTOR shall be responsible for production and delivery of all products and services for the PROJECT within the mutually established PROJECT

SCHEDULE.

6.5 CONTRACTOR shall be responsible for submitting a monthly progress report to

COUNTY detailing all PROJECT work required for the PROJECT and the status of each task.

6.6 CONTRACTOR shall be responsible for invoicing COUNTY for products and services.

6.7 Upon satisfactory completion, delivery, and acceptance of the PROJECT WORK, CONTRACTOR shall, within thirty (30) days, deliver to COUNTY all documentation, data, and other material as may be specified in this Agreement as being property of COUNTY and COUNTY shall, within forty-five (45) days thereafter, release the 10% retainage as provided in Paragraph 4.3 B to

CONTRACTOR.

7. INSURANCE:

7.1 CONTRACTOR agrees to maintain and keep in force during the life of this

Agreement, with a company or companies authorized to do business in South Carolina, the following insurance coverage:

1.1. WORKER’S COMPENSATION COVERAGE A – STATE OF SC STATUTORY

Coverage B - Employers liability

$1,000,000 Each Accident $1,000,000 Disease, Per Employee $1,000,000 Disease, Policy Limit

Policy shall contain a waiver of subrogation in favor of and/or applies to the County of Greenville, its departments, agencies, boards, employees, and commissions for losses from work performed by or on behalf of the contractor.

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/Excess Liability $1,000,000 per occurrence over primary insurance / $1,000,000 annual Aggregate

Professional Liability (E&O) Coverage must be written for no less than the following limits: $1,000,000 per occurrence / $1,000,000 aggregate

7.2 Such insurance shall be maintained in full force and effect during the life of this Agreement and shall protect COUNTY, as an additional insured, and CONTRACTOR, their officers, directors, employees, agents, and representatives from claims for damages, for personal injury and death, and for damages to property arising in any manner from CONTRACTOR’s and/or any of its sub-contractors’ negligence or wrongful failure to act in the performance of the work covered by this Agreement.

7.3 Certificates showing that CONTRACTOR and its subcontractors are carrying such policies of insurance shall be furnished to COUNTY within fifteen (15) days prior to or of contemporaneous execution of this Agreement.

8. PERFORMANCE BOND:

CONTRACTOR shall furnish to COUNTY a performance and payment bond in an amount equal to the total contract amount. This bond amount shall be adjusted appropriately, if COUNTY, pursuant to paragraph 5.2, changes the scope of the contract. The performance and payment bond shall remain in effect during the performance of the work and for a period of one year after completion.

9. INDEMNIFICATION:

9.1 CONTRACTOR agrees to assume responsibility and liability for any damage, loss, or injury, including death, to person or property, including employees and property of COUNTY, caused by or resulting from any error, or omission of CONTRACTOR, or negligent act of CONTRACTOR or its subcontractors or any of their officers, agents, servants, or employees, arising from the performance of the work by CONTRACTOR under this Agreement. CONTRACTOR shall defend, indemnify, and hold harmless COUNTY and all of its officers, agents, servants, or employees from and against any and all claims, loss, damage, charge, or expense to which they or any of them may be put or subjected by reason of any such damage, loss, or injury. CONTRACTOR expressly agrees to defend the COUNTY against any claims brought or actions filed against COUNTY, where such claim or action involves, in whole or in part, the subject of the indemnity contained herein, whether such claims or actions are rightfully or wrongfully brought or filed.

9.2 CONTRACTOR further agrees and commits itself to defend, indemnify, and hold harmless, at its own expense, COUNTY and its officers, agents and employees, from and against any claim, suit, demand, or action alleging that any of the goods and services provided and delivered by CONTRACTOR to COUNTY are in violation of any patent, copyright, invention, trade secret or other proprietary right, whether such claims, suits, demands or actions are rightfully or wrongfully brought or filed.

10. TERMINATION:

10.1 This Agreement may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party: PROVIDED, that no such termination may be effected unless the other party is given: (a) not less than fifteen (15) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, (b) an opportunity for consultation with the terminating party prior to termination, and (c) a period of fifteen (15) days after consultation to rectify such matters.

10.2 This Agreement may be terminated in whole or in part in writing by COUNTY for its convenience; PROVIDED, that CONTRACTOR IS GIVEN: (a) not less than thirty

(30) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, and (b) an opportunity for consultation with COUNTY prior to termination.

10.3 In the event this Agreement is terminated before completion of the work, CONTRACTOR will be paid only for the work actually completed to the satisfaction of the COUNTY as of the date of termination.

10.4 Upon receipt of written notice of termination, pursuant to Paragraphs 10.1 or

10.2 above, CONTRACTOR shall: (a) immediately discontinue all services affected, and (b) deliver or otherwise make available to COUNTY all data, maps, surveys, reports, summaries, and such other information and materials as may have been accumulated by CONTRACTOR in performing the services set forth in this Agreement, whether complete or in process.

10.5 Upon termination, pursuant to Paragraphs 10.1 or 10.2 above, COUNTY may take over the work and prosecute the same to completion by agreement with another party or otherwise.

10.6 In the event that the funding authority for COUNTY withdraws funding for this Agreement for any reason, this Agreement shall be automatically terminated and all obligations of either party cancelled except for payment to CONTRACTOR for work actually completed to the satisfaction of the COUNTY at the time of withdrawal of such funding.

11. OWNERSHIP OF DOCUMENTS:

11.1 CONTRACTOR agrees that all data, maps, surveys, reports, summaries, computer storage media, computations and data specifically prepared by or for it under the terms of this Agreement shall be the property of COUNTY and shall be delivered to COUNTY. CONTRACTOR agrees that COUNTY may reuse any and all data, maps, surveys, reports, summaries, or any other data or documents described herein in its sole discretion without first obtaining permission of the CONTRACTOR and without any payment of any monies to the CONTRACTOR therefore. However, any reuse of the documents by COUNTY shall be at its risk and CONTRACTOR shall have no liability where such documents are reused. This shall not be applicable to software coded general in nature, notwithstanding small modifications that CONTRACTOR might use during, or develop for the performance of the services, unless explicit mention is made in the “Scope of Services” under this Agreement.

11.2 Title for all documents, information and data of COUNTY received by

CONTRACTOR for the purpose of this Agreement shall remain in the COUNTY’s name. CONTRACTOR will retain all these documents until the termination of this Agreement, at which time COUNTY must instruct CONTRACTOR toward the disposition of these documents. Any charges for shipment back to COUNTY of these documents will be to COUNTY’s account. In the event CONTRACTOR does not receive written instructions regarding document disposition within thirty

(30) days of the termination of this Agreement, then CONTRACTOR will dispose of such documents, information and data in a manner of CONTRACTOR’s choice and CONTRACTOR will incur no liability for this action, provided, however, that CONTRACTOR may not dispose of any of COUNTY’s property pursuant to this Section for a period of three (3) years and without first giving COUNTY thirty (30) days written notice by way of certified mail. CONTRACTOR shall store data on same medium and in same format as delivered to the COUNTY.

11.3 COUNTY’s understanding regarding the performance processes of the contractual service includes the possibility that document information and data might be marked, torn or damaged, and CONTRACTOR shall have responsibility for any damage, normal wear and tear excepted.

12. WARRANTIES:

12.1 CONTRACTOR warrants that the performance of the services covered by this

Agreement will be conducted in a manner consistent with that level of skill exercised by members of the profession with CONTRACTOR’s experience and qualifications. In the event any of the work is found to be defective or not in accordance with this Agreement within one (1) year after completion of the contract services, CONTRACTOR will promptly re-perform such portion of the services under the same conditions of the work, without additional compensation from COUNTY, upon written notice from COUNTY. Establishment of the one-year time period in this section relates only to the duty of CONTRACTOR to specifically correct the work. This warranty shall not apply to any modifications made to the work by the COUNTY, its employees, contractors, consultants or agents.

12.2 Paragraph 12.1 will be applicable regardless of any other provision, explicit or implicit, of this Agreement and shall survive termination, expiration or cancellation of this Agreement.

13. RETENTION OF RECORDS:

CONTRACTOR shall maintain all books, documents, papers, accounting records, and other evidence pertaining to costs incurred under this Agreement and shall make such materials available for inspection by COUNTY at all reasonable times during the period of this Agreement and for the period of three (3) years after the date of Final Payment to CONTRACTOR. Copies of such data shall be furnished upon request.

14. APPLICABLE LAW AND VENUE:

14.1 The construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.

14.2 CONTRACTOR and COUNTY further agree that this Agreement shall be deemed to have been made and performed in Greenville County, South Carolina. For purposes of venue, all suits or causes of action arising out of this Agreement shall be brought in the courts of Greenville County, South Carolina.

15. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:

CONTRACTOR shall comply with all federal, state and local statutes, ordinances and regulations, and shall obtain all permits that are applicable to the Agreement.

16. CONFIDENTIALITY:

CONTRACTOR shall keep all information obtained confidential and shall not divulge any confidential information concerning the PROJECT to any person or entity unless written approval is granted by COUNTY.

17. SUCCESSOR AND ASSIGNS:

CONTRACTOR and COUNTY each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Agreement and to the partners, successors, executors, administrators, and assigns of such other party, in respect to all covenants of this Agreement. Neither COUNTY nor CONTRACTOR shall assign, subcontract or transfer its interests in this Agreement without written consent of the other nor shall either PARTY assign by power of attorney or otherwise, any of the money payable under the Agreement.

18. SEVERABILITY:

Should any section, paragraph, clause, phrase or provision of this Agreement be adjudged invalid or held unconstitutional by a court of competent jurisdiction, such declaration shall not affect the validity of this Agreement as a whole of any part or provision thereof, other than the part so decided to be invalid or unconstitutional.

19. NOTICES:

All notices made pursuant to this Agreement shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, to the parties at their respective addresses set forth below:

COUNTY CONTRACTOR

For the Project: For the Project:

Richard Hanning, GIS Manager Greenville County 301 University Ridge, Suite N-3000 Greenville, SC 29601

For the Contract: For the Contract:

Bob Brewer, NIGP-CPP, CPPO, CPPB Director, Procurement Services Division Greenville County 301 University Ridge, Suite N-2400 Greenville, SC 29601

Any party may change the person to whom notices are to be sent by giving ten

(10) day written notice of such change to the other party.

20. INTEGRATION:

This Agreement, along with the provisions contained in COUNTY’s RFP #26044, and any Change Order(s) or Amendment(s) signed and executed by the parties constitute the entire agreement of the parties. If there is a conflict between any of the terms of these contract documents the order of precedence of these contract documents shall be:

1. Any Change Order or Amendment signed and executed by the parties;

2. This Agreement and the Attachments attached hereto and incorporated herein by reference;

3. CONTRACTOR’s response to COUNTY’s RFP #26044;

4. Any addenda to COUNTY’s RFP #26044;

5. COUNTY’s RFP #26044.

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

WITNESSES:

___________________________ By: ____________________________

Its: ____________________________

COUNTY OF GREENVILLE

By: ____________________________ Benton Blount, Chairman Greenville County Council

By: ____________________________ Joseph Kernell County Administrator

ATTEST:

Regina McCaskill Clerk to Council