Terms and Conditions of General Construction Contract
Section I. DEFINITIONS AND TERMINOLOGY
A. Defined Terms -Wherever used in the Contract Documents, the terms listed below
will have the meanings ascribed which are applicable to both the singular and the plural thereof.
1. Abandonment -a willful decision by the contractor suspending the progress of the work
for an uninterrupted period of three (3) or more consecutive days (excluding Saturdays,
Sundays, or national holidays) not requested by the owner or the engineer and not caused
by natural phenomena or acts of God.
2. Addenda -Written or graphic instruments issued prior to the opening of bids that
clarify, correct, or change the Bidding Requirements or the Contract Documents.
3. Agreement -The written instrument which is evidence of the covenant between owner
and the contractor covering the work.
4. Application for Payment -The form acceptable to the owner which is to be used by the
contractor during the course of the work in requesting progress or final payments and
which is to be accompanied by such supporting documentation as is required by the
contract documents.
5. Asbestos -Any material that contains more that one percent (1%) asbestos fiber and is
friable or is releasing asbestos fibers into the air above current action levels established
by the United States Occupational Safety and Health Administration.
6. Bid -The offer or proposal of a bidder submitted on the prescribed form setting forth the
prices for the work to be performed.
7. Bidding Documents -The bidding requirements and the proposed contract documents
(including all addenda issued prior to receipt of bids).
8. Bidding Requirements -The advertisement or invitation to bid, instructions to bidders,
bid security form, if any, and the bid form with any supplements.
9. Bonds -Bid performance and payment bonds and other instruments of security.
10. Change Order -A document recommended by the project engineer which is signed by
the contractor and the owner authorizing an addition, deletion, or revision in the work or
an adjustment in the contract price or the contract time, issued on or after the effective
date of the agreement.
11. Claim -A demand or assertion by the owner or the contractor seeking an adjustment of
contract price or contract time, or both, or other relief with respect to the terms of the
contract. A demand for money or services by a third party is not a claim.
12. Contract -The entire and integrated written agreement between the owner and the
contractor concerning the work. The contract supersedes prior negotiations,
representations, or agreements, whether written or oral.
13. Contract Documents -The contract documents establish the rights and obligations of
the parties and include the agreement, addenda (pertaining to the contract documents),
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contractor’s bid (including documentation accompanying the bid and any post-bid
documentation submitted prior to the notice of award) when attached as an exhibit to the
agreement, the notice to proceed, the bonds, these general terms and conditions, the
supplementary terms and conditions (if any), the specifications and the drawings as the
same are more specifically identified in the agreement, together with all written
amendments, change orders, work change directives, and field orders written issued on or
after the effective date of the agreement. Approved shop drawings and the reports and
drawings of subsurface and physical conditions are not contract documents. Only printed
or hard copies of the items listed in this paragraph are contract documents. Files in an
electronic media format of text, data, graphics and the like may be furnished from time to
time by Engineer to the contractor are not contract documents.
14. Contract Price -The moneys payable by the owner to the contractor for completion of
the work in accordance with the contract documents as stated in the agreement (subject to
the provisions relating to unit price work, if applicable).
15. Contract Time -The number of days or the dates stated in the agreement to: (i) achieve
substantial completion; and (ii) complete the work so that it is ready for final payment
pursuant to the engineer’s written recommendation of final payment.
16. Contractor -The individual or business entity with whom the owner as entered into the
agreement.
17. Cost of the work -See Article 7 of the Horry County Procurement Code and the
Regulations promulgated thereunder.
18. Drawings -That part of the contract documents prepared or approved by the engineer
that graphically shows the scope, extent, and character of the work to be performed by
the contractor. Shop drawings and other contractor submittals are not drawings as defined
herein.
19. Effective Date of the Agreement -The date indicated in the agreement on which it
becomes effective, but if no such date is indicated, it means the date on which the
agreement is signed and delivered by the last of the two parties to sign and deliver.
20. Engineer -Any individual or entity providing technical assistance or construction-
related services to the owner, including, but not limited to, engineering, architecture,
landscaping, designing, consulting, construction supervision or any other professional
service for the project. The engineer shall be licensed, if the State of South Carolina
requires such a license, in areas appropriate to the type of construction services
contemplated by the owner. .
21. Engineer’s Consultant -An individual or entity having a contract with the engineer to
furnish services as the engineer’s professional associate or consultant with respect to the
project and who is identified as such in the supplementary conditions.
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22. Field Order -A written order issued by the engineer which requires minor changes in
the work by which does not involve a change in the contract price or the contract time.
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23. General Requirements -The general requirements pertain to all sections of the
specifications.
24. Hazardous Environmental Condition -The presence at the site of asbestos, PCB’s,
petroleum, hazardous waste or radioactive material in such quantities or circumstances
that may present a substantial danger to persons or property exposed thereto in
connection with the work.
25. Hazardous Waste -The term hazardous waste shall gave the meaning provided in
Section 1004 of the Solid Waste Disposal Act (42 U.S.C. §6903) as amended.
26. Laws and Regulations; Laws or Regulations -Any and all applicable laws, rules,
regulations, ordinances, codes, and orders of any and all governmental bodies, agencies,
authorities and courts having jurisdiction.
27. Liens -Charges, security interests, or encumbrances upon project funds, real property,
or personal property.
28. Milestone -A principal event specified in the contract documents relation to an
intermediate completion date or time prior to substantial completion of all the work.
29. Notice of Award -The written notice by the owner to the apparent successful bidder
stating that upon timely compliance by the apparent successful bidder with the conditions
precedent listed therein, The owner will sign and deliver the agreement.
30. Notice to Proceed -A written notice given by the owner to the contractor fixing the
date on which the contract time (including milestones, if applicable) will commence to
run and on which the contractor shall start to perform the work under the contract
documents.
31. Owner -That political subdivision of the State of South Carolina known as Arcadian
Shores Special Tax District.
32. Partial Utilization -Occupancy by the owner of a substantially completed part of the
work for the purpose for which it is intended (or a related purpose) prior to substantial
completion of all work.
33. PCB’s -Polychlorinated biphenyl’s.
34. Petroleum -Crude oil or any fractional derivatives thereof which is liquid at standard
conditions of temperature and pressure (sixty degrees Fahrenheit (60°F.) and fourteen and
seven-tenths pounds per square inch absolute (14.7 psia)), such as oil, petroleum, fuel oil,
oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-hazardous waste
and crude oils.
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35. Project -The total construction of which the work to be performed under the contract
documents may be the whole, or a part as may be indicated elsewhere in the contract
documents.
36. Project Manual -The bound documentary information prepared for bidding and
constructing the work.
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37. Radioactive material -Source, special nuclear or byproduct material as defined by the
Atomic Energy Act of 1954 (42 U.S.C. § 2011, et seq .) as amended.
38. Resident Project Representative -The authorized representative of the owner who
may be assigned to the site or any part thereof.
39. Samples -Physical examples of materials, equipment, or workmanship that are
representative of some potion of the work and which establish the standards by which
such portion of the work will be judged.
40. Shop Drawings -All drawings, diagrams, illustrations, schedules, or other data or
information which are specifically prepared or assembled by the contractor to illustrate
some portion of the work.
41. Site -Lands or areas indicated in the contract documents as being furnished by the
owner upon which the work is to be performed, including rights-of-way and easements
for access thereto, and such other lands furnished by the owner which are designated for
the use of the contractor.
42. Specifications -That part of the contract documents consisting of written technical
descriptions of materials, equipment, systems, standards, and workmanship as applied to
the work and certain administrative details applicable thereto.
43. Stoppage -Any willful suspension of the work on the project by the contractor for an
uninterrupted period of three (3) or more consecutive days (excluding Saturdays,
Sundays, or national holidays) for any reason not requested by the owner or the engineer
and not caused by conditions created by natural phenomena or acts of God.
44. Subcontractor -A individual or entity having a direct contract with the contractor or
with any other subcontractor for the performance of a part of the work at the site.
45. Substantial Completion -The time at which the work (or a specified part thereof) has
progressed to the point where, in the opinion of the engineer, the work (or a specified part
thereof) is sufficiently complete, in accordance with the contract documents, so that the
work (or a specified part thereof) can be utilized for the purposes for which it is intended.
The terms “substantially complete” and “substantially completed” as applied to all or part
of the work refer to substantial completion thereof.
46. Supplementary Conditions -That part of the contract documents which amends or
supplements these general conditions.
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47. Supplier -A manufacturer, fabricator, provider, distributor, materialman, or vendor
having a direct contract with the contractor or with any subcontractor to furnish materials
or equipment to be incorporated in the work by contractor or any subcontractor.
48. Underground Facilities -All underground pipelines, conduits, ducts, cables, wires,
manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any
encasements containing such facilities, including those that convey electricity, gases,
steam, liquid petroleum products, telephone or other communications, cable television,
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water, wastewater, storm water, other liquids or chemicals, or traffic or other control
systems.
49. Unit Price Work -Work to be paid for on the basis of unit prices.
50. Work -The entire completed construction or the various separately identifiable parts
thereof required to be provided by the contract documents. Work includes and is the
result of performing or providing all labor, services, and documentation necessary to
produce such construction, and furnishing, installing, and incorporating all materials and
equipment into such construction, all as required by the contract documents.
51. Work Change Directive -A written statement to the contractor issued on or after the
effective date of the agreement recommended by the engineer and signed by the owner
ordering an addition, deletion, or revision in the work, or responding to differing or
unforeseen subsurface or physical conditions under which the work is to be performed or
to emergencies. A work change directive will not change the contract price or the
contract time but is evidence that the parties expect that the change ordered or
documented by a work change directive will be incorporated in a subsequently issued
change order following negotiations by the parties as to its effect, if any, on the contract
price or contract time.
52. Written Amendment -A written statement modifying the contract documents, signed
by the owner and the contractor on or after the effective date of the agreement and
normally dealing with the nonengineering or nontechnical rather than strictly
construction-related aspects of the contract documents.
B. Terminology
1. Intent of Certain Terms or Adjectives -Whenever in the contract documents the terms
“as allowed,” “as approved,” or terms of like effect or import are used, or the adjectives
“reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like
effect or import are used to describe an action as to the work, it is intended that such
action will be solely to evaluate, in general, the completed work for compliance with the
requirements of and information in the contract documents and conformance with the
design concept of the completed project as a functioning whole as shown or indicated in
the contract documents (unless there is a specific statement indicating otherwise). The
use of any such term or adjective shall not be effective to assign to the engineer any duty
or authority to supervise or direct the performance of the work or any duty or authority to
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undertake responsibility contrary to the provisions of Section IX or any other provision of
the contract document.
2. Day -The word “day” shall constitute a calendar day of 24 hours measured from
midnight to the next midnight.
3. Defective -The word “defective,” when modifying the word “work,” refers to work that
is unsatisfactory, faulty or deficient in that it does not conform to the contract documents,
or has been damaged prior to the engineer’s recommendation of final payment (unless
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responsibility for the protection thereof has been assumed by the owner at substantial
completion in accordance with Section XIV).
4. Furnish -The word “furnish,” when used in connection with services, materials, or
equipment, shall mean to supply and deliver said services, materials, or equipment to the
site (or some other specified location) ready for use or installation and in operable
condition.
5. Install -The word “install,” when used in connection with services, materials, or
equipment, shall mean to put into use or place in final position said services, materials, or
equipment complete and ready for intended use.
6. Perform; Provide -When used in connection with services, materials, or equipment
shall mean to furnish and install said services, materials, or equipment complete and
ready for intended use.
C. Technical Terminology -Unless otherwise stated in the contract documents, words or
phrases which have a well-known technical or construction industry or trade meaning are used in
the contract documents in accordance with such recognized meaning.
Section II. PRELIMINARY MATTERS
A. Delivery of Bonds -When the contractor delivers the executed agreements to Horry
County, the contractor shall also deliver to the owner such bonds as the contractor shall be
required to furnish.
B. Copies of Documents -The owner shall furnish to the contractor up to ten copies (10)
of the contract documents. Additional copies will be furnished upon request at the cost of
reproduction.
C. Commencement of Contract Time; Notice to Proceed -The contract time will
commence to run on the thirtieth (30 th
) day after the effective date of the agreement or, if a notice
to proceed is given, on the day indicated in the notice to proceed. A notice to proceed may be
given at any time within 30 days after the effective date of the agreement. In no event will the
contract time commence to run later than the sixtieth (60 th
) day after the day of bid opening or
the thirtieth (30 th
) day after the effective date of the agreement, whichever date is earlier.
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D. Starting the Work -Contractor shall start to perform the work on the date when the
contract time commences to run. No work shall be done at the site prior to the date on which the
contract time commence to run.
E. Before Starting Construction
1. Contractor’s review of contract documents -Before undertaking each part of the
work, contractor shall carefully study and compare the contract documents and check and
verify pertinent figures therein and all applicable field measurements. Contractor shall
report in writing to the engineer any conflict, error, ambiguity, or discrepancy which
contractor may discover within ten (10) days of such discovery. Engineer shall provide a
written clarification or interpretation, in consultation with the owner, prior to contractor
commencing any work thereby affected. The contractor shall not be liable to the owner or
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the engineer for failure to report any conflict, error, ambiguity, or discrepancy in the
contract documents unless the contractor knew or reasonably should have known thereof.
2. Preliminary Schedules -Within ten (10) days after the effective day of the agreement
(unless otherwise specified in the general requirements), the contractor shall submit to the
engineer for timely review:
a. A preliminary progress schedule indicating the time (numbers of days or
dates) for starting and completing the various stages of work, including any
milestones specified in the contract documents;
b. A preliminary schedule of shop drawings and sample submittals which
will list each required submittal and the time for submitting, reviewing, and
processing each submittal; and
c. A preliminary schedule of values for all of the work which includes
quantities and prices of items which when added together equal the contract price
and subdivides the work into component parts in sufficient detail to serve as the
basis for progress payments during performance of the work. Such prices will
include an appropriated amount of overhead and profit applicable to each item of
work.
3. Evidence of insurance -Before a contract is deemed accepted by the owner, the
contractor shall deliver to the owner, with copies to each additional insured identified in
the supplementary conditions, certificates of insurance (and other evidence of insurance
which the owner may reasonably request) which the contractor is required to purchase
and maintain in accordance with Section V.
F. Preconstruction Conference -If, in the sole discretion of the owner, a finding that a
preconstruction conference is necessary, within twenty (20) days after the contract time start to
run, but before any work at the site is started, a conference attended by the owner, the contractor,
the engineer, and others, as appropriate, will be held to establish a working understanding among
the parties as to the work and to discuss the schedules referred to in paragraph II E.2., procedures
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for handling shop drawings and other submittals, processing applications for payment,
and maintaining required records.
G. Initial Acceptance of Schedules -Unless otherwise provided in the contract
documents or unless waived the owner, at least ten (10) days before submission of the first
application for payment, a conference attended the owner, the contractor, the engineer, and
others, as appropriate, will be held to review for acceptability to the owner and the engineer, as
provided below, the schedules submitted in accordance with paragraph II E.2. The contractor
shall have an additional ten (10) days to make corrections and adjustments and to complete and
resubmit the schedules. No progress payment shall be make to the contractor until acceptable
schedules are submitted.
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1. Progress Schedule -A progress schedule will be acceptable if it provided an orderly
progression of the work to completion within any specified milestones and the contract
time and it is in conformance with the contract documents. Such acceptance will not
interfere with or relieve the contractor from the contractor’s full responsibility for work
on any milestones or completion dates.
2. Schedule of Shop Drawings and Samples -The contractor’s schedule of shop drawing
and sample submittals will be acceptable if it provides a workable arrangement for
reviewing and processing the required submittals and is in conformance with the contract
documents.
3. Schedule of Values -The contractor’s schedule of values will be acceptable as to form
and substance if it provides a reasonable allocation of the contract price to component
parts of the work and is in conformance with the contract documents.
Section III. CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE
A. Intent -It is the intent of the contract documents to describe a functionally complete
project (or part thereof) to be constructed in accordance with the contract documents. The
contract documents are complementary; what is called for by one is binding as if called for by
all. Any labor, documentation, services, materials, or equipment that may reasonably be inferred
from the contract documents or from prevailing custom or trade usage will be provided, whether
or not specifically called for, at no additional cost to the owner. If a prevailing custom or usage
of trade is in conflict with the contract documents, the contract documents shall control the
relationship between the parties.
B. Reference Standards -Standards, specifications, codes, laws, and regulations-
Reference to standards, specifications, manuals, or codes of any technical society, organization,
or association, or to laws or regulations, whether such reference by specific or by implications,
shall mean the standard, specification, manual, code, laws, or regulations in effect at the time of
opening of bids (or on the effective date of the agreement if there were no bids), except as may
be otherwise specifically stated in the contract documents. No provision of any such standard,
specification, manual, or industry code, or any instructions of a supplier, shall be effective to
change the duties or responsibilities of the owner, the engineer, the contractor, or any of their
subcontractors, consultants, agents, or employees from those set forth in the contract documents,
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nor shall any such provision or instruction be effective to assign to the owner any duty or
authority to supervise or direct the performance of the work or any duty or authority to undertake
responsibility inconsistent with the provisions of the contract documents.
C. Reporting and Resolving Discrepancies
1. Reporting discrepancies -If, during the performance or the work, the contractor
discovers any conflict, error, ambiguity, or discrepancy within the contract documents or
between the contract documents and any provision of any law or regulations applicable to
the performance of the work or any standard, specification, manual, or industry code, or
of any instruction of any supplier, the contractor shall report it to the owner and the
Terms and Conditions of General Construction Contract Page 8 of 42
engineer, in writing, within forty-eight (48) hours of such discovery. The contractor shall
not proceed with the work affected thereby (except in an emergency as required herein to
meet the circumstances of the emergency) until an amendment or supplement to the
contract documents has been issued in accordance with one of the methods indicated in
paragraph III D. The contractor shall not be liable to the owner or the engineer for failure
to report any such conflict, error, ambiguity, or discrepancy unless the contractor knew or
reasonably should have known thereof.
2. Resolving discrepancies -Except as may be otherwise specifically stated in the
contract documents, the provisions of the contract documents shall take precedence in
resolving any conflict, error, ambiguity, or discrepancy between the provisions of the
contract documents and:
a. The provisions of any standard, specification, manual, industry code, or
instruction (whether or not specifically incorporated by reference in the contract
documents); or
b. The provisions of any laws or regulations applicable to the performance
of the work (unless such an interpretation of the provisions of the contract
documents would result in violation of such law or regulations).
D. Amending or Supplementing Contract Documents -The contract documents may be
amended to provide for additions, deletions, and revisions in the work or to modify the terms and
conditions thereof in one or more of the following ways: (i) a written amendment; (ii) a change
order; or (iii) a work change directive. The requirements of the contract documents may be
supplemented, and minor variations and deviations in the work may be authorized, by one or
more of the following ways: (i) a field order; (ii) approval of a shop drawing or sample; or (iii)
written interpretation or clarification.
E. Reuse of Documents -The contractor and any subcontractor or supplier or other
individual or entity performing or furnishing any of the work under a direct or indirect contract
with the owner: (i) shall not have or acquire any title to or ownership rights in any of the
drawings, specifications, or other documents (or copies of any thereof) prepared for the project
whether or not the seal of the engineer or the engineer’s consultants, including electronic media
editions; and (ii) shall not reuse any of such drawings, specifications, other documents, or copies
thereof on extensions of the project or any other project without written consent of the owner and
the engineer and specific written verification or adaptation by the engineer, if applicable. This
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prohibition shall survive final payment, completion, and acceptance of the work, or
termination or completion of the contract. Nothing herein shall preclude the contractor from
retaining copies of the contract documents for record purposes.
Section IV. AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL
CONDITIONS; REFERENCE POINTS
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A. Availability of Lands -The owner shall furnish the site. The owner shall notify the
contractor of any encumbrances or restrictions not of general application, but specifically related
to use of the site with which the contractor must comply in performing the work. If such specific
encumbrances or restrictions were not part of the bid, the contractor shall be entitled to a
modification of the contract price and contract time, or both, as provided herein, to the extent
such encumbrances or restrictions modify the work. The owner will obtain, in a timely manner
and pay for easements for permanent structures or permanent changes in existing facilities. The
contractor shall provide for all additional lands and access thereto that may be required for
temporary construction facilities or storage of materials and equipment. Upon reasonable
request, The owner shall furnish the contractor with a current statement of record legal title and
description of the lands upon which the work is to be performed and the extent of the owner’s
interest therein.
B. Subsurface and Physical Conditions
1. Reports and Drawings -The Contract Documents identify:
a. Those reports of explorations and tests of subsurface conditions at or
contiguous to the site that the engineer has used in preparing the contract
documents; and
b. Those drawings of physical conditions in or relating to existing surface
or subsurface structures at or contiguous to the site (except underground facilities)
that the engineer has used in preparing the contract documents.
2. No Reliance by Contractor on Technical Data -The contractor may not rely upon the
general accuracy of the “technical data” contained in such reports and drawings, but such
reports and drawings are not contract documents. The contractor may not rely upon or
make any claim against the owner, Horry County, the engineer, or any of the engineer’s
consultants with respect to:
a. The completeness of such reports and drawings for the contractor’s
purposes, including, but not limited to, any aspects of the means, methods,
techniques, sequences, and procedures of construction to be employed by the
contractor, and safety precautions and programs incident thereto; or
b. Other data, interpretations, opinions, and information contained in such
reports or shown or indicated in such drawings; or
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c. Any interpretation of or conclusion drawn by the contractor from any
“technical data” or any such other data, interpretations, opinions, or information.
C. Differing Subsurface or Physical Conditions
1. Notice -If the contractor believes that any subsurface or physical condition at or
contiguous to the site that is uncovered or revealed either:
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a. Is of such a nature as to establish that any “technical data” as provided
in paragraph IV B. is materially inaccurate; or
b. Is of such a nature as to require a change in the contract documents; or
c. Differs materially from that shown or indicated in the contract
documents; or
d. Is of an unusual nature, and differs materially from conditions
ordinarily encountered and generally recognized as inherent in work of the
character provided for in the contract documents;
then the contractor shall, within twenty-four hours (24 hrs.) after becoming aware thereof
and before further disturbing the subsurface or physical conditions or performing any
work in connections therewith (except in an emergency as provided herein to the extent
necessary to meet the emergency), notify the owner and the engineer in writing about
such condition. The contractor shall not further disturb such condition or perform work in
connection therewith (except in an emergency as stated) until receipt of written orders to
do so.
2. Engineer’s Review -After receipt of written notice as required hereinabove, the
engineer will promptly review the pertinent condition, determine the requirements for
obtaining additional exploration or tests, and advise the owner and the contractor within
twenty-four hours (24 hrs.) of the engineer’s findings and conclusions.
3. Price and Time Adjustments -The contract price or the contract time, or both, will be
equitably adjusted to the extent that the existence of such differing subsurface or physical
condition causes an increase or decrease in the contractor’s cost of, or time required for,
performance of the work; subject, however, to the following:
a. Such condition must meet any one or more of the categories described
in paragraph IV C.1.; and
b. With respect to work that is paid for on a unit price basis any
adjustment in contract price will be subject to the provisions of Sections IX and
XI.
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4. Exceptions -The contractor shall not be entitled to any adjustment in the contract price
or the contract time if:
a. the contractor knew or should have known of the existence of such
conditions at the time the contractor made a final commitment to the owner in
respect of contract price and contract time by the submission of a bid or becoming
bound under a negotiated contract, whichever occurs later; or
b. the existence of such condition could or should reasonably have been
discovered or revealed as a result of any examination, investigation, exploration,
test, or study of the site and contiguous areas required by the bidding
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requirements or contract documents to be conducted by or for the contractor, or
reasonably should have been conducted, prior to the contractor’s making such a
final commitment; or
c. The contractor failed to give the written notice within the time as
required by paragraph IV C.1.
5. Disputes -If the owner and the contractor are unable to agree on entitlement to or on
the amount or extent, if any, of any adjustment in the contract price or contract time, a
claim may be made. However, in no event shall Horry County, Horry County, the
engineer, or the engineer’s consultant’s be liable to the contractor for any claims, costs,
losses, or damages (including, but not limited to, all fees and charges of engineers,
architects, attorneys, and other professionals and all court or arbitration or other dispute
resolution costs) sustained by the contractor on or in connection with any other project or
anticipated project.
D. Underground Facilities
1. Shown or Indicated -The information and data shown or indicated in the contract
documents with respect to existing underground facilities at or contiguous to the site is
based on information and data furnished to the engineer by the owners of such
underground facilities, including Horry County, or by others. Unless it is otherwise
expressly provided in the supplementary conditions:
a. The owner and the engineer shall not be responsible for the accuracy or
completeness of any such information or data; and
b. The cost of all of the following will be included in the contract price,
and the contractor shall have full responsibility for: (i) reviewing and checking
such information and data; (ii) locating all underground facilities shown or
indicated in the contract documents; (iii) coordination of the work with the
owners of such underground facilities during construction; and (iv) the safety and
protections of all such underground facilities and repairing any damage thereto
resulting from the work.
2. Not Shown or Indicated -If an underground facility is uncovered or revealed at or
contiguous to the site which was not shown or indicated, or not shown or indicated with
reasonable accuracy in the contract documents, the contractor shall, within twenty-four
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hours (24 hrs.) after becoming aware thereof and before further disturbing conditions
affected thereby or performing any work in connection herewith (except in an emergency
as stated herein to the extent necessary to meet the emergency), identify the owner of
such underground facility and give written notice to that owner and the engineer. Upon
receipt of the contractor’s notification, the engineer will review the underground facility
and determine the extent, if any, to which a change is required in the contract documents
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to reflect and document the consequences of the existence or location of the underground
facility. During such time, the contractor shall be responsible for the safety and protection
of such underground facility. If engineer concludes that a change in the contract
documents is required, a work change directive or a change order will be issued to reflect
and document such consequences. An equitable adjustment shall be made in the contract
price or contract time, or both, to the extent that they are attributable to the existence or
locations of any underground facility that was not shown or indicated or not shown or
indicated with reasonable accuracy in the contract documents and the contractor did not
know of and could not reasonably have been expected to be aware of or to have
anticipated. If the owner and the contractor are unable to agree on entitlement to or on the
amount or extent, if any, of any such adjustment in the contract price or contract time, the
dispute shall be resolved pursuant to Article 9 of the Horry County Procurement code and
the regulations promulgated thereunder, which are incorporated herein by reference.
E. Reference Points -Unless otherwise stipulated in the contract documents, the owner y
shall provide engineering surveys to establish reference points for construction which in the
engineer’s judgment are necessary to enable the contractor to proceed with the work. The
contractor shall be responsible for laying out the work, shall protect and preserve the established
reference points and property monuments, and shall make no changes or relocations without the
prior written approval of the owner. The contractor shall report to the engineer whenever any
reference point or property monument is lost or destroyed or requires relocation because of
necessary changes in grades or locations, and shall be responsible for the accurate replacement or
relocation of such reference points or property monuments by professionally qualified personnel.
F. Hazardous Environmental Conditions at Site
1. Reports and Drawings -Reference is made to the supplementary conditions or other
contract documents for the identification of those reports and drawings relating to a
hazardous environmental condition identified at the site, if any, that have been utilized by
the engineer in the preparation of the contract documents.
2. Limited Reliance by Contractor on Technical Data -The contractor may reasonably
rely upon the general accuracy of the “technical data” contained in such reports and
drawings, but such reports and drawings are not contract documents. The contractor may
not rely upon or make any claim against theowner, Horry County, the engineer or any or
the engineer’s consultants with respect to:
a. the completeness of such reports and drawings for the contractor’s
purposes, including, but not limited to, any aspects of the means, methods,
techniques, sequences, and procedures of construction to be employed by the
contractor and safety precautions and programs incident thereto; or
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b. other data, interpretations, opinions, and information contained in such
reports or shown or indicated in such drawings; or
c. Any interpretation of or conclusion drawn by the contractor from any
“technical data” or any such other data, interpretations, or information.
Terms and Conditions of General Construction Contract Page 13 of 42
3. Responsibility -The contractor shall not be responsible for any hazardous
environmental condition uncovered or revealed at the site, which was not shown or
indicated in drawings or specifications or identified in the contract documents to be
within the scope of the work. The contractor shall be responsible for a hazardous
environmental condition created with any materials brought to or work completed on the
site by the contractor, subcontractors, suppliers, or anyone else for whom the contractor is
responsible.
4. Notifications and Abatement -If the contractor encounters a hazardous environmental
condition or if the contractor or anyone for whom the contractor is responsible creates a
hazardous environmental condition, the contractor shall immediately: (i) secure or
otherwise isolate such condition; (ii) stop all work in connection with such condition and
in any area affected thereby (except in an emergency as defined herein and to the extent
necessary to meet the emergency); and (iii) notify Horry County and the engineer (and
within twenty-four hours (24 hrs.) thereafter confirm such notice in writing). The owner
shall consult with the engineer concerning to determine the appropriate course of action
to evaluate such condition or take corrective action, if any.
5. Resumption of Work -The contractor shall not be required to resume work in
connection with such condition or in any affected area until after the ownerhas obtained
any required permits related thereto and delivered to the contractor written notice: (i)
specifying that such condition and any affected area is or has been rendered safe for the
resumption of work; or (ii) specifying any special conditions under which such work may
be resumed safely. If the owner and the contractor cannot agree as to entitlement to or on
the amount or extent, if any, of any adjustment in contract price or contract time, or both,
as a result of such work stoppage or such special conditions under which work is agreed
to be resumed by the contractor, a claim may be made.
6. Refusal to Resume Work -If, after receipt of such written notice, the contractor does
not agree to resume such work based on a reasonable belief it is unsafe, or does not agree
to resume work under such special conditions, the the owner may order the portion of the
work that is in the area affected by such condition to be deleted from the work. If the
owner and the contractor cannot agree as to entitlement to or on the amount or extent, if
any, of an adjustment in contract price or contract time as a result of deleting such portion
of the work, a claim may be made.
7. Indemnification -The contractor shall indemnify and hold harmless the owner and its
officers, employees, agents, other consultants, and subcontractors of each and any of
them from and against all claims, costs, losses, and damages (including, but not limited
to, all fees and charges for engineers, architects, attorneys, and other professionals and all
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court or arbitration or other dispute resolution costs) arising out of or relating to a
hazardous environmental condition created by the contractor or by anyone for whom the
contractor is responsible.
Terms and Conditions of General Construction Contract Page 14 of 42
8. Application -The provisions of paragraphs IV B., IV C., and IV D are not intended to
apply to a hazardous environmental condition uncovered or revealed at the site.
Section V. BONDS AND INSURANCE
A. Performance, Payment and Other Bonds -The contractor shall furnish performance
and payment bonds, each in an amount at least equal to the contract price as security for the
faithful performance and payment of all the contractor’s obligations under the contract
documents. These bonds shall remain in effect at least until one year (1 yr.) after the date when
final payment becomes due, except as provided otherwise by laws or regulations or by the
contract documents. The contractor shall furnish such other bonds as required by the contract
documents. All bonds shall be in the form prescribed by the contract documents except as
provided otherwise by laws or regulations, and shall be executed by such sureties as are named
in the current list of “Companies Holding Certificates of Authority as Acceptable Sureties on
Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (as
amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the
Treasury. A certified copy of such agent’s authority to act must accompany all bonds signed by
an agent. If the surety on any bond furnished by the contractor is declared bankrupt or becomes
insolvent or its right to do business in South Carolina is terminated or it ceases to be listed as
stated above, the contractor shall, within twenty days (20) thereafter substitute another bond and
surety that complies with the requirements set forth herein. Failure to comply may result in a
stop work order. All costs associated with the stop work order and/or replacement of the bonding
documents shall be the responsibility of the contractor.
B. Licensed Sureties and Insurers -All bonds and insurance required by the contract
documents shall be purchased and maintained by the contractor and shall be obtained from surety
or insurance companies that are duly licensed or authorized in South Carolina to issue bonds or
insurance policies for the limits and coverage’s so required. Such surety and insurance
companies shall also meet such additional requirements and qualifications as may be provided in
the supplementary conditions.
C. Certificates of Insurance -The contractor shall deliver to the owner, with copies to
each additional insured, if any, identified in the supplementary conditions, certificates of
insurance (and other evidence of insurance requested by the owner) which the contractor is
required to purchase and maintain.
D. Contractor’s Liability Insurance
1. Types of Coverage -The contractor shall purchase and maintain such liability
insurance as is appropriate for the work being performed and as will provide protection
from claims set forth below which may arise out of or result from the contractor’s
performance of the work and the contractor’s other obligations under the contract
documents, whether it is to be performed by the contractor, any subcontractor or supplier,
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or by anyone directly or indirectly employed by any of them to perform any of the work,
or by anyone for whose acts any of them may be liable:
Terms and Conditions of General Construction Contract Page 15 of 42
a. claims under workers’ compensation, disability benefits, and other
similar employee benefit laws;
b. claims for damages because of bodily injury, occupational sickness or
disease, or death of the contractor’s employees;
c. claims for damages because of bodily injury, sickness or disease, or
death of any person other than the contractor’s employees;
d. claims for damages insured by reasonably available personal injury
liability coverage which are sustained: (i) by any person as a result of an offense
directly or indirectly related to the employment of such person by the contractor,
or (ii) by any other person for any other reason;
e. builder risk insurance sufficient to cover all potential losses occurring
thereunder;
f. claims for damages, other than to the work itself, because of injury to or
destruction of tangible property wherever located, including loss of use resulting
therefrom; and
g. Claims for damages because of bodily injury or death of any person or
property damage arising out of the ownership, maintenance, or use of any motor
vehicle.
2. Types of Insurance -The policies of insurance so required by paragraph V(D)(1) to be
purchased and maintained shall:
a. with respect to insurance required by paragraphs V D.1.c. through V
D.1.f., inclusive, include as an additional insured (subject to any customary
exclusion in respect of professional liability) Horry County and any other
individuals or entities identified in the supplementary conditions, all of whom
shall be listed as additional insureds, and include coverage for the respective
officers, directors, partners, employees, agents, and other consultants and
subcontractors of each and any of all such additional insureds, and the insurance
afforded these additional insureds shall provide primary coverage for all claims
covered thereby;
b. include at least the specific coverages and be written for not less than
the limits of liability provided in the supplementary conditions or required by
laws or regulations, whichever is greater;
c. include completed operations insurance;
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d. include contractual liability insurance covering the contractor’s
indemnity obligations under Section VI;
Terms and Conditions of General Construction Contract Page 16 of 42
e. include a provision or endorsement the coverage afforded will not be
cancelled, materially changed, or renewal refused until at least thirty days (30)
prior to written notice has been given to the owner and such other additional
insureds as are identified in the supplementary conditions to whom a certificate of
insurance has been issued;
f. remain in effect at least until final payment and at all time thereafter
when the contractor may be correcting, removing, or replacing defective work in
accordance with Section XIII; and
g. With respect to completed operations insurance, and any insurance
coverage written on a claims-made basis, remain in effect for at least two years (2
yrs.) after final payment (and the contractor shall furnish the owner and each other
additional insured identified in the supplementary conditions, to whom a
certificate of insurance has been issued, evidence satisfactory to the owner of
continuation of such insurance at final payment and one year (1 yr.) thereafter.
E. Acceptance of Bonds and Insurance; Option to Replace -If the owner has any
objection to the coverage afforded by or other provisions of the bonds or insurance required to be
purchased and maintained by the contractor in accordance with this section on the basis of non-
conformance with the contract documents, the owner shall notify the contractor in writing,
within thirty days (30) after receipt of the certificates (or other evidence requested) required by
paragraph II E.3. If the contractor does not purchase or maintain all of the bonds and insurance
required by the contract documents, the contractor shall notify the owner in writing of such
failure to purchase prior to the start of the work, or of such failure to maintain at any time during
the contract time. Upon the failure to purchase or maintain required insurance and without
prejudice to any other right or remedy, the owner may elect to terminate the project or, at its
option, obtain equivalent bonds or insurance to protect its interests at the expense of the
contractor.
Section VI. CONTRACTOR’S RESPONSIBILITIES
A. Supervision and Superintendence -The contractor shall supervise, inspect, and direct
the work competently and efficiently, devoting such attention thereto and applying such skills
and expertise as may be necessary to perform the work in accordance with the contract
documents. The contractor shall be solely responsible for the means, methods, techniques,
sequences, and procedures of construction. The contractor shall not be responsible for the
negligence of the engineer in the design or specification of a specific means, method, technique,
sequence, or procedure of construction that is shown or indicated in and expressly required by
the contract documents. The contractor shall be responsible to see that the completed work
complies accurately with the contract documents. At all time during the progress of the work, the
contractor shall assign a competent resident superintendent thereto who shall not be replaced
without written notice to the owner and the engineer. The superintendent shall be the contractor’s
representative at the site and shall have authority to act on and bind the contractor.
Terms and Conditions of General Construction Contract Page 17 of 42
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All communications given to or received from the superintendent shall be binding on the
contractor.
B. Labor; Working Hours -The contractor shall provide an adequate number of
competent, suitably qualified personnel to survey, lay out, and construct the work as required by
the contract documents. The contractor shall, at all time, maintain good discipline and order at
the site. Except as otherwise required for the safety or protection of persons or the work or the
property at the site or adjacent thereto, and except as otherwise stated in the contract documents,
all work at the site shall be performed during regular working hours. Contractor will not permit
overtime work or the performance of work on Saturday, Sunday, or any legal holiday without the
written consent (which will not be unreasonably withheld) of the owner given after prior written
notice to the engineer.
C. Services, Materials, and Equipment -Unless otherwise specified in the general
requirements, the contractor shall provide and assume full responsibility for all services,
materials, equipment, labor, transportation, construction equipment and machinery, tools,
appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and
all other facilities and incidentals necessary for the performance, testing, start-up, and
completion of the work. All materials and equipment incorporated into the work shall be as
specified or, if not specified, shall be of good quality and new, except as otherwise provided in
the contract documents. All warranties and guarantees specifically called for by the
specifications shall expressly run to the benefit of the owner. If required by the engineer, the
contractor shall furnish satisfactory evidence (including reports of required tests) as to the
source, kind, and quality of materials and equipment. All materials and equipment shall be
stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in
accordance with instructions of the applicable supplier, except as otherwise provided in the
contract documents.
D. Progress Schedule -The contractor shall adhere to the progress schedule established in
accordance with paragraph II G. The progress schedule may be adjusted pursuant to the
following:
1. Adjustments -The contractor shall submit to the owmer and the Engineer for
acceptance (to the extent indicated in paragraph II G. proposed adjustments in the
progress schedule that will not result in changing the contract time (or milestones). Such
adjustments will conform generally to the progress schedule then in effect and
additionally will comply with any provisions of the general requirements applicable
thereto. The engineer, after consultation with the owner, may accept or reject the
proposed adjustments, but such acceptance will not be unreasonably withheld.
2. Adjustments Requiring Change Order -Proposed adjustments in the progress
schedule that will change the contract time or milestones shall be submitted in
accordance with the requirements of Section XII. Such adjustments may only be made by
a change order or written amendment in accordance with Section XII.
E. Substitutions and “Or-Equals” -Whenever an item of material or equipment is
specified or described in the contract documents by using the name of a proprietary item or the
Terms and Conditions of General Construction Contract Page 18 of 42
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name of a particular supplier, the specification or description is intended to specify that
particular material, equipment or supplier. This shall apply both to named materials, equipment
or suppliers as well as specified methods, techniques, procedures, means, or sequences of
construction stated in the contract documents. Substitutions or “or-equals” are permitted only
with the express written approval of the owner and the engineer pursuant to the following
procedure:
1. Request -The contractor shall submit a written request for substitution or use of an “or-
equal) to the owner and the engineer. The request shall, with great specificity, state the
reasons for the substitution and/or “or-equal,” the differences between the specified item
and the proposed item, warranty or guarantee differences, if any, and the price
differential.
2. Certification -The contractor shall certify that the proposed substitution and/or “or-
equal” is functionally equal to the named item and will perform in the same manner as
the named item. The contractor shall also state any price differential between the
proposed item and the named item.
3. Engineer’s Review -The engineer shall be allowed a reasonable time to evaluate any
such proposal. No substitution or “or-equal” shall be permitted until the engineer has
completed the review and a change order or approved shop drawing is delivered to the
contractor. The owner may, at its option, require the contractor furnish a special
guarantee on the substitution or “or-equal.”
4. Expenses -The contractor shall bear all expenses associated with the approval of the
proposed substitution or “or-equal,” including, but not limited to, engineering costs,
testing costs and furnishing required data.
F. Subcontractors, Suppliers and Others
1. Objection to Subcontractors, Suppliers -The contractor shall not employ any
subcontractor, supplier, or other individual or entity, whether initially or as a
replacement, against whom the owner has a reasonable objection. The contractor shall not
be required to employ any subcontractor, supplier, or other individual or entity to furnish
or perform any of the work against whom the contractor has a reasonable objections.
2. Identification of Subcontractors, Suppliers -The contractor shall identify all
subcontractors, suppliers, or other individuals or entities relating to the project to the
owner prior to starting the work. If the owner has an objection to any of those listed, the
owner shall notify the contractor of such objection, in writing, within ten days (10) of
receipt of the identifications. If the owner makes no objection within the time permitted
the subcontractors, suppliers, or other individuals or entities will be deemed accepted by
the owner.
3. Contractor Responsibility -The contractor shall be fully responsible to the owner and
the engineer for all acts and omissions of the subcontractors, suppliers, and other
individuals or entities performing or furnishing any of the work just as the contractor is
Terms and Conditions of General Construction Contract Page 19 of 42
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responsible for the contractor’s own acts and omissions. Nothing in the contract
documents shall create for the benefit of any such subcontractor, supplier, or other
individual or entity any contractual relationship between the owner or the engineer and
any such subcontractor, supplier, or other individual or entity, nor shall it create any
obligation on the part of the owner or the engineer to pay or to see to the payment of any
moneys due any such subcontractor, supplier, or other individual or entity, except as may
be required by laws or regulations.
4. Scheduling Subcontractors -The contractor shall be solely responsible for scheduling
and coordinating the work of subcontractors, suppliers, and other individuals and entities
performing or furnishing any of the work under a direct or indirect contract with the
contractor.
5. Communications -The contractor shall require all subcontractors, suppliers, and such
other individuals or entities performing or furnishing any of the work to communicate
with the owner and the engineer through the contractor.
6. Division of Work -Unless otherwise specifically stated in the contract documents, the
divisions and sections of the specifications and the identifications of any drawings shall
not control the contractor in dividing the work among the subcontractors or suppliers or
delineating the work to be performed by any specific trade.
7. Relationship with Subcontractors -All work performed for the contractor by a
subcontractor or supplier will be pursuant to an appropriate agreement between the
contractor and the subcontractor or supplier which specifically binds the subcontractor or
supplier to the applicable terms and conditions of the contract documents for the benefit
of the owner and the engineer. All such documents outlining the relationship between the
contractor and the subcontractors shall include a specific agreement by the subcontractor
not to file any lien against the owner or any of the property of the owner, whether real or
personal property or fixtures thereon.
G. Patent Fees and Royalties -The contractor shall pay all license fees and royalties and
assume all costs incident to the use in the performance of the work or incorporation into the work
of any invention, design, process, product, or device which is subject to patent rights or
copyrights held by others. If a particular invention, design, process, product, or device is
specified in the contract documents for use in the performance of the work and if, to the actual
knowledge of the owner or the engineer, its use is subject to patent rights or copyrights calling
for the payment of any license fee or royalty to others, the existence of such rights shall be
disclosed in the contract documents by the owner. To the fullest extent permitted by laws and
regulations, the contractor shall indemnify and hold harmless the owner, the engineer, the
engineer’s consultants, and the officers, directors, partners, employees or agents, or other
consultants of each and any of them from and against all claims, costs, losses, and damages
(including, but not limited to, all fees and charges of engineers, architects, attorneys, and other
professionals and all court or arbitration or other dispute resolution costs) arising out of or
relating to any infringement or patent rights or copyrights incident to the use in the performance
of the work or resulting from the incorporation in the work of any invention, design, process,
p
