1-26-044 Attachment A.pdf

Goods and Services Contract

WALWORTH COUNTY REV. 10/17

Approved ________ Enacted 10/2017

ATTACHMENT A

Standard County Agreement

Project Name #26-044 Bulk Transported Liquid Calcium Chloride

Walworth County Goods and Services Contract

Project Number: 26-044

Goods and/or services to be provided: Bulk Transported Liquid Calcium Chloride

Contract Period: 10/01/2026 – 09/31/2031

Contract Amount: $ County:

Organization Name: Walworth County

Address:

100 West Walworth Street Elkhorn, WI 53121

Walworth County Point of Contact : Barry Pierce

Telephone: 262-741-3799

Cell: N/A

E-mail: bpierce@co.walworth.wi.us

Contractor:

Organization Name:

Address:

Contractor Point of Contact:

Name of person responsible for activities of contract

Telephone:

Cell:

E-mail:

mailto:bpierce@co.walworth.wi.us

WALWORTH COUNTY REV. 04/24

Approved ________ Enacted 10/2017

PURCHASE OF GOODS AND/OR SERVICES CONTRACT

Parties This Contract is between Walworth County whose business address is, 100 West Walworth Street, Elkhorn, WI 53121, hereinafter referred to as the County and Vendor Name whose business address is Vendor Address hereinafter referred to as Contractor.

This Contract sets forth the responsibilities, time and cost of goods and/or services provided by Contractor.

Article 1 – Goods and/or Services to be Provided

Section 1.1 Goods and/or Services to be Provided

The County and Contractor agree that the Contractor will provide Bulk Transported Liquid Calcium Chloride.

at the following location(s):

Department of Public Works, at W4097 County Road NN, Elkhorn, WI

Goods and services shall be provided in accordance with the County’s Request for Bid and the bid submitted by Contractor which are attached as the following exhibits and made a part of this Contract.

Exhibit A – Walworth County Request for Bid 26-044 Bulk Transported Liquid Calcium Chloride Exhibit B – Bid from [Enter Contractor Name]

Article 2 – Term

This Contract is to be effective for the period 10/01/2026 through 09/31/2031.

Article 3 – Performance

Section 3.1 Regulations The Contractor agrees to comply with all the requirements of all applicable federal, state, and local laws.

Section 3.2 Inability to Provide Quality or Quantity of Goods and/or Services The Contractor shall notify the County immediately in writing and deliver in person or by registered mail whenever it is unable to provide the required quality or quantity of the goods and/or services. Upon such notification, the County and Contractor shall determine whether such inability will require a revision or termination of this Contract. (See Article 15 “Revision or Termination of this Contract.”)

Section 3.3 Remedies In the event Contractor fails to provide goods/services or creates errors that result in the County being obliged to perform required services, if any, the County will be reimbursed the total cost of the County employees’ wages including benefits and all other costs directly incurred by the County for corrective actions taken.

Section 3.4 Documentation of Quality and Quantity of Goods and/or Services The Contractor shall retain all documentation necessary to adequately demonstrate the time, cost, duration, location, scope, quality and effectiveness of goods and/or services rendered under the Contract. The County reserves the right to not pay for units of goods and/or services reported by the Contractor that are not supported by documentation required under this Contract.

Approved ________ Enacted 10/2017

Section 3.5 Standards for Performance in Delivery of Goods and/or Services The County will monitor the Contractor’s performance and will use the results of this monitoring to evaluate the Contractor’s ability to provide adequate goods and/or services to the County. If the Contractor fails to meet contract goals and expected results, the County may reduce or terminate the Contract immediately.

Section 3.6 Force Majeure Neither party shall be in default by reason of any failure in the performance of this Contract in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

Article 4 – Payment and Allowable Costs

Section 4.1 Amount Paid Under Contract The maximum payment under this Contract is $______________ per (hour, month, year, etc.) pursuant to Exhibit ___. Actual total payment will be based upon the amount of goods and/or services authorized by the County and the amount of goods and/or services performed by Contractor. It is understood and agreed by all parties that the County assumes no obligation to purchase from the Contractor any minimum amount of goods and/or services as defined in the terms of this Contract.

Section 4.2 Invoicing and Payment The Contractor will invoice the County pursuant to this agreement. All invoices are to be mailed to Walworth County Finance Department – Accounts Payable Division, 100 West Walworth Street, Elkhorn, WI 53121 or emailed to apsupport@co.walworth.wi.us . Unless otherwise agreed, Walworth County will pay properly submitted vendor invoices within forty five (45) days of receipt of goods and services. Payment will not be made until goods or services are delivered, installed (if required), and accepted as specified. Invoices presented for payment must be submitted in accordance with instructions contained on a purchase order, if a purchase order is issued with this contract. Walworth County’s preference is to pay for goods/services on procurement card (P-card). However, if P-card is unacceptable, payment will be made in accordance with the above.

Section 4.3 Reimbursement of Expenses The County is not liable to Contractor for any expenses paid or incurred by Contractor unless otherwise agreed in writing.

Section 4.4 Taxes The Contractor understands that they are responsible for all applicable taxes. Neither federal, nor state, nor local income tax nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Contractor or any employees of the Contractor. The Contractor shall provide the Walworth County Department of Finance with a federal employer identification or social security number to allow for proper reporting to federal tax authorities.

Section 4.5 Payment in Excess of Earned Amount The Contractor shall return to County any funds paid in excess of the amount earned under this Contract within 90 days of the end of the Contract period. If the Contractor fails to return funds paid in excess of the amount earned, the County may recover the excess payment from subsequent payments made to the Contractor or through other collection means.

Article 5 – Confidentiality mailto:apsupport@co.walworth.wi.us Mann, Vanessa Update this section as appropriate, either referencing an exhibit that outlines pricing or include all cost detail here.

Approved ________ Enacted 10/2017

Section 5.1 Confidentiality Contractor acknowledges that the information disclosed during the performance of this Contract is confidential and/or proprietary to the County. Such information shall not be disclosed to third parties without written consent from the County.

Contractor shall establish and maintain procedures and controls for the purpose of assuring that no information in its records or information obtained from the County or from others in carrying out its function is disclosed.

The County reserves the right to review such procedures to ensure acceptability to the County. Any person(s) requesting information should be referred directly to the County.

Section 5.2 Contract Not Confidential Except for documents identified as an exception to Wis. Stat. s. 19.36(3), the Contract and all related documents are not confidential.

Section 5.3 Promotional Advertising Reference to or use of Walworth County, any of its departments, or sub-units or any County official or employee for commercial promotion is prohibited.

Article 6 – Conflict of Interest

The Contractor shall ensure the establishment of safeguards to prevent employees, contractors, or members of the board from using their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business, or other ties.

Article 7 – Debarment and Suspension

The Contractor certifies through signing this Contract that neither the Contractor nor any of its principals are on the state or federal government list of debarred contractors with the effective dates during this Contract. In addition, the Contractor shall notify the County within (5) five business days in writing and send by registered mail if the Contractor or its principals receive a designation from the state or federal government that they are debarred, suspended, proposed for debarment, or declared ineligible by a state or federal agency. The County may consider suspension or debarment to be cause for implementing high-risk contract provisions under Article 16 “Special conditions for high-risk contract” or for revising or terminating the Contract under Article 15 “Revision or termination of this Contract.”

Article 8 – Authorization

The Contractor shall deliver prior authorized goods and/or services only to individuals who have been determined eligible to receive goods and/or services. Individuals to receive the goods and services shall be determined by the County.

Article 9 – Independent Contractor

Section 9.1 Independent Contractor Nothing in this Contract shall create a partnership or joint venture between the County and the Contractor. The Contractor is at all times acting as an independent contractor and is in no sense an employee, agent or volunteer of the County. Contractor is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plan of the County.

Approved ________ Enacted 10/2017

Section 9.2 Contract Not Assignable This Contract is not assignable, in whole or in part, by County or Contractor without written consent of Walworth County.

Section 9.3 Sub-Contracting Contractor agrees that no sub-contract with a third party, for all or any part of Contractor’s responsibilities identified in this Contract, may be entered into without prior written approval of the County. County agrees not to withhold approval for Contractor to sub-contract, provided the sub-contractor abides by the terms and conditions of this Contract. Regardless of the participation of an approved sub-contractor, Contractor agrees to retain primary responsibility for the fulfillment of its obligations under this Contract. Contractor shall be fully responsible to the County for the acts and omissions if his subcontractors and/or persons either directly or indirectly employed by them as he is for the acts and omissions of persons directly employed by the Contractor.

Section 9.4 No Authority to Bind County Contractor has no authority to enter into contracts on behalf of County. This Contract does not create a partnership between the parties.

Section 9.5 No Construction All terms and conditions included in this Contract are understood as NO CONSTRUCTION AGAINST ANY PARTY. This Contract is the product of informed negotiations between the County, the parties, all of whom are acknowledged to have been represented by competent and informed counsel. If any part of this Contract is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by all parties.

Article 10 – Indemnity and Insurance

Section 10.1 Indemnity To the proportional extent the Contractor is negligent, Contractor agrees that it will, at all times during the existence of this Contract, indemnify the County, its officers, agents and employees against any and all liability, including claims, demands, damages, actions or causes of actions; together with any and all losses, costs or expense, including attorney fees, where such liability is founded upon or grows out of the acts, errors or omissions of the Contractor, its employees, agents or subcontractors. However, the provisions of this paragraph shall not apply to liabilities, losses, charges, costs or expenses caused by the County.

Section 10.2 Insurance The Contractor agrees that, in order to protect itself as well as the County under the indemnity provision set forth in the above paragraph, the Contractor will at all times during the terms of this Contract keep in force a liability insurance policy issued by a company authorized to do business in the State of Wisconsin and licensed by the Office of the Commissioner of Insurance. Such insurance shall be primary. The types of insurance coverage shall be pursuant to Exhibit A.

The County reserves the right to increase, decrease and/or add additional insurance if necessary.

The Contractor acknowledges that its indemnification liability to the County is not limited by the limits of this insurance coverage.

In the event of any action, suit, or proceedings against the County upon any matter indemnified against, the County shall notify the Contractor by registered mail within five business days.

Article 11 – License, Certification, and Staffing

Approved ________ Enacted 10/2017

Section 11.1 License and Certification The Contractor shall meet local, state and federal service standards and applicable state training, licensure and certification requirements as expressed by local, state and federal rules and regulations applicable to the goods and/or services covered by this Contract.

The Contractor shall attach copies of its license or certification document and the most recent licensing or certification report concerning the Contractor to this Contract when returning the signed Contract to the County. During the Contract period, if applicable, the Contractor shall also send the County copies of any licensing inspection reports within 5 business days of receipt of such reports.

Section 11.2 Staffing The Contractor shall ensure that staff providing goods and/or services are properly supervised and trained and that they meet all of the applicable licensing and certification requirements.

Section 11.3 Safety Requirements All material, equipment and supplies provided to the COUNTY must comply with all safety requirements as set forth by the Wisconsin Administration Code, Rules of the Industrial Commission on Safety and all applicable OSHA standards.

Section 11.4 Regulations Contractor agrees to comply with all the requirements of all applicable federal, state and local laws.

Article 12 – Records

Section 12.1 Ownership All deliverables and /or other products of this Contract (including but not limited to all procedures, solicitation packages, reports, records, summaries and any other matter and materials prepared by Contractor in performance of this Contract) will be the sole, absolute and exclusive property of County, free from any claims or retention of rights, thereto on the part of Contractor, its agents, subcontractor, officers or employees.

Section 12.2 Maintenance of Records The Contractor shall maintain and retain such records and financial statements as required by state and federal laws, rules, and regulations.

Section 12.3 Examination of Records The County shall at any time during normal business hours, upon reasonable notice, have access to and the right to examine, audit, transcribe, and copy, on Contractor’s premises, any of the Contractor’s records and computer data storage media involving transactions directly pertinent to this Contract. If the material is on computer data storage media, the Contractor shall provide copies of the data storage media or a computer printout of such if the County so requests. Any charges for copies of books, documents, papers, records, computer data, storage media or computer printouts provided to the County shall not exceed the actual cost to the Contractor. This provision shall survive the termination, cancellation or expiration of this Contract.

Article 13 – Reporting

The Contractor shall comply with the reporting requirements of the County. All reports shall be in writing and, when applicable, in the format specified by the County. All reports shall be supported by the Contractor’s records. All reports shall be hand delivered to the County, sent by secure e-mail, or sent to the County via registered mail at the address listed in this Contract, if required.

Article 14 – Resolution of Disputes

Approved ________ Enacted 10/2017

Section 14.1 Appeal The Contractor may appeal decisions of the County in accordance with the terms and conditions of the Contract and Wis. Stats Chapter 68.

Section 14.2 Choice of Law Any dispute under this Contract or related to this Contract shall be decided in accordance with the laws of the State of Wisconsin and venue for any legal action between parties shall be in Walworth County Circuit Court.

Article 15 – Revision or Termination of this Contract

Section 15.1 Cause for Revision or Termination of this Contract Failure to comply with any part of this Contract may be considered cause for revision or termination of this Contract. County may terminate this Contract at any time immediately for good cause. The County may permit the Contractor a reasonable amount of time to cure a breach of the terms of this Contract, if the breach is amenable to a cure. County shall not unreasonably withhold such permission.

Section 15.2 Amendments All changes that are mutually agreed upon by and between the County and the Contractor, including any increase or decrease in the amount of the Contractor’s compensation, shall be in writing and designated as written amendments to this Contract.

Section 15.3 Severability If any part of this Contract shall be held unenforceable, the rest of this Contract will nevertheless remain in full force and effect.

Section 15.4 Termination of this Contract Either party may terminate this Contract by a 90-day written notice to the other party. The parties shall deal with each other in good faith during the 90-day period after notice of intent to terminate has been given.

In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other materials related to the services prepared by the Contractor under this Contract shall, at the option of the County, become the property of the County.

Upon termination, the County’s liability shall be limited to the costs incurred by the Contractor up to the date of termination. If the County terminates the Contract for reasons other than non-performance by the Contractor, the County may compensate the Contractor for its actual allowable costs in an amount determined by mutual agreement of both parties. If the County terminates the Contract for the Contractor’s breach, the Contractor may be liable for any additional costs the County incurs for replacement goods and/or services and the County may withhold any payments to the Contractor for the purpose of set-off until such time as the exact amount of damages due to the County from the Contractor is determined.

Article 16 – Special Provisions for High-Risk Contract

During the course of the Contract, the County may determine that this Contract is high risk as a result of evaluating the Contractor’s performance or other factors. Determination of high risk status could result in County unilaterally implementing the following changes:

a. Modifying the payment method to a cost reimbursement basis;

b. Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given funding period;

c. Requiring additional, more detailed financial reports;

d. Performing additional project monitoring;

Approved ________ Enacted 10/2017

e. Requiring the Contractor to obtain technical or management assistance;

f. Establishing additional prior approvals; or

g. Other conditions that the County considers appropriate considering the circumstances.

The Contractor may appeal these changes under Article 14 “Resolution of Disputes,” or it may request renegotiation of the Contract or give notice of termination of the Contract under Article 15 “Revision or Termination of this Contract.”

Article 17 – Nondiscrimination/Affirmative Action

In connection with the performance of work under this Contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in Wis. Stats. s. 51.01 (5), sexual orientation as defined in Wis. Stats., s.111.32 (13m), or national origin. This provision shall include, but not be limited to the following:

employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination;

rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor further agrees to take affirmative action to ensure equal employment opportunities. Failure to comply with the conditions of this clause may result in the Contractor(s) becoming declared an ineligible Contractor, termination of the Contract, or withholding of payment.

Article 18 – Additional Provisions

Section 18.1 Order of Precedence In the event of conflict with the incorporated elements of the Contract, the following order of precedence shall prevail:

• Walworth County Goods & Services Contract

• Walworth County Standard Terms and Conditions

• Exhibit A – Request for Bid for 26-044 Bulk Transported Liquid Calcium Chloride

• Exhibit B – Bid from CONTRACTOR dated

Signatures

This Contract becomes null and void if the time between the County’s authorized representative signature and the Contractor’s authorized representative signature on this Contract exceeds sixty days.

For County Walworth County Typed Name: Richard Hough Title: Highway Commissioner

Signature:

Date:

For Contractor

Typed Name:

Title:

Mann, Vanessa Update or remove the order of precedence as appropriate for the contract.

Generally, this would be removed if the vendor does not include their own T&C’s or exceptions to our contract as part of their response.

Approved ________ Enacted 10/2017

Signature:

Date:

Approved ________ Enacted 10/2017