Sample_Contract_RFP#22041_Terminal_Tractor.pdf

PURCHASE AGREEMENT

TERMINAL TRACTOR

STATE OF SOUTH CAROLINA)

COUNTY OF GREENVILLE)

This TERMINAL TRACTOR PURCHASE AGREEMENT is made and entered into on this _______ day of , 2022, by and between the

COUNTY OF GREENVILLE, a political subdivision of the State of South Carolina, having its principal place of business at 301 University Ridge, Greenville, S. C. 29601

(“County”), and ___________________ having its principal place of business located at

________________________________________ (“Seller”).

WHEREAS, the County, via a Request for Proposal (“RFP”) #22041 requested the submission of proposals from vendors to provide one (1) Terminal Tractor, and

WHEREAS, the County, upon receipt and review of the proposals submitted has determined that the County’s interests will be best served through a purchase arrangement relating to the transfer trailers and

NOW, THEREFORE, in consideration of the covenants hereinafter set forth, the parties mutually agree as follows:

1. Description of Vehicle. The County agrees to purchase and Seller agrees to sell one (1) Terminal Tractor.

The County has the right to waive any informalities, irregularities and technicalities in procedure.

The specifications for the transfer trailers are more particularly set forth in

Greenville County RFP #22041 and in Seller’s Response, dated __________________, to Greenville County RFP #22041. All applicable serial numbers will be provided to

County prior to delivery.

2. Delivery. The trailers shall be delivered F.O.B. to the Greenville County

Twin Chimney’s Landfill located at 11075 Augusta Road, Honea Path, South

Carolina 29654.

3. Payment. The County agrees to pay Seller a total sum not to exceed

___________________________________________________ ($XXXXX.XX) dollars.

4. Non-Appropriation. 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. Warranties. The warranties provided by Seller to the County are more fully set forth in Greenville County RFP #22041 and in Seller’s response, dated

________________, to Greenville County RFP #22041.

6. Insurance. The contractor is responsible for and must have all required insurance listed below and shall not commence work under the associated contract until it has obtained all insurance required, and the County has approved such insurance in writing, nor shall the Contractor allow any subcontractor to commence work on its subcontract until all similar insurance required of the subcontractor has been obtained. All insurance policies shall be maintained for the life of the contract.

A. THE COUNTY OF GREENVILLE SHALL BE NAMED AS

“ADDITIONAL INSURED” FOR ITS INTEREST on all policies of insurance, except Worker’s Compensation, Automobile Liability and Professional Errors and

Omissions, regarding ongoing operations, products and completed operations, and this shall be noted on the face of the Certificate of Insurance. As a part of the

Certificate of Insurance requirement the contractor shall also include acknowledgement and acceptance of the waiver of subrogation provision granted to the Tigerville Fire Department. This acknowledgement and acceptance should be included in the same section of the Certificate of Insurance that evidences the

“Additional Insured” provision.

B. Certificates for all such policies of insurance shall be provided by the contractor's insurance agent or broker to the County within 10 working days from the date of Notice of Award.

C All Certificates of Insurance submitted shall provide on the face of the certificate reference to County's RFP#22041.

D. Contractor will provide County a minimum of 30 days advance notice in the event the insurance policies (or an insurance policy) is canceled.

E. Subcontractors approved to perform work on this project are subject to all of the requirements in this Section.

F. 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 policies:

Comprehensive General Liability:

$1,000,000 per occurrence - combined single limit / $2,000,000 general aggregate, to include products and completed operations.

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)

Statutory Worker's Compensation:

Coverage A - State of SC

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 against the Tigerville Fire

Department, its departments, agencies, boards, employees, and commissions for losses from work performed by or on behalf of the contractor.

No deviation from these coverages will be accepted unless, in the County’s sole discretion, it is more advantageous to the County, i.e., $1,000,000 - a $2,000,000 or $5,000,000 limit would be acceptable.

7. Indemnification. The contractor agrees to indemnify and save harmless the County of Greenville and all County officers, agents and employees from any and all claims, suits, actions, legal proceedings, damages, costs, expenses and attorney fees of every name and description, arising out of or resulting from the use of any materials furnished by the contractor, or any work done in the performance of the contract arising out of a willful or negligent act or omission of the provider, its officers, agents and employees; provided that such liability is not attributable to a willful or negligent act or omission on the part of the County, its officers, agents and employees.

8. Patents and Royalties. Seller agrees to defend, indemnify and hold the

County harmless from and against any loss, damage, claim or action, including all expenses incidental to such claim and action, for or on account of any copyrighted, patented or non-patented invention, process, or article of manufacture or used in the performance of this Agreement, including its use by the County. Should Seller use any design, device or material covered by letters, patent or copyright, it is mutually understood and agreed, without exception, that the price of the fire truck shall include all royalties or costs arising from the use, in any way, of such design, device or material.

9. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party.

10. Contract Documents. This Agreement, along with the provisions contained in Greenville County RFP #22041 and Seller’s Response, dated

________________, to Greenville County RFP #22041 represents the entire agreement between the parties and supersedes any and all prior agreements, whether written or oral, that may exist between the parties regarding same. If there is a conflict between any of the terms of these contract documents the order of precedence of these contract documents shall be:

A. Any amendment dated after the date of this Agreement signed and executed by the parties;

B. This Agreement;

C. Seller’s Response, dated ________________, to Greenville County RFP

#22041, and

D. Greenville County RFP #22041.

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

12. Applicable Law and Venue. 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.

The County and Seller further agree that this Agreement shall be deemed to be made and performed in Greenville County, South Carolina. For the 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.

13. Illegal Immigration Reform Act Compliance. By submitting an offer, Contractor certifies that it will comply with the applicable requirements of Title 8, Chapter 14 of the South Carolina Code of Laws (originally enacted as Section 3 of The

South Carolina Illegal Immigration Reform Act , 2008 S.C. Act No. 280) and agrees to provide upon request any documentation required to establish either: (a) the applicability of Title 8, Chapter 14 to Contractor and any subcontractors or sub-subcontractors; or (b) the compliance with Title 8, Chapter 14 by Contractor and any subcontractor or sub-subcontractor. 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.” Contractor agrees to include in any contracts with its subcontractors language requiring the subcontractors to (a) comply with the applicable requirements of Title 8, Chapter 14, and (b) include in any contracts with the sub-subcontractors language requiring the sub- subcontractor to comply with the applicable requirements of Title 8, Chapter 14. In the event any contractor, subcontractor and/or sub-subcontractor is found not to be in compliance with the SC Immigration

Reform Act [hereinafter "The Act"], the contractor agrees to fully indemnify the County for any loss suffered by the County as a result of such contractor, subcontractor or sub-subcontractor's failure to comply with the Act.

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

WITNESSES: CONTRACTOR

By:

Its:

COUNTY OF GREENVILLE

Willis Meadows, Chairman Greenville County Council

Joseph M. Kernell County Administrator

ATTEST:

Regina McCaskill Clerk to Council

Clerk to Council