18-016 Vehicle Graphics for the Walworth County Sheriffs Office.docx

Request for Bid

For: Walworth County Sheriff’s Office

To ensure notification of any bid opportunities, vendor must be registered on Demandstar by Onvia at: www.demandstar.com . To REGISTER, at NO CHARGE go to www.onvia.com/WAPP .

Please note that all Notifications, Releases and Amendments associated with this solicitation will be posted on Demandstar.

To ensure notification of future bid opportunities with Walworth County, vendors must be registered.

BUYER: Nick Cramer, Purchasing Manager

PHONE: 262 741 7265

FAX: 262 741 3195

EMAIL: ncramer@co.walworth.wi.us

1. INVITATION

Walworth County requests bids from qualified vendors for the Vehicle Graphics for the Walworth County Sheriff’s Office vehicles. Bids will be received until the bid due date indicated on the cover of this document by Walworth County Purchasing, Department of Public Works, W4097 County Road NN, Elkhorn, WI 53121.

Bids will be received until 1:00 p.m., on 01/29/2018 by Walworth County Purchasing, Department of Public Works, W4097 County Road NN, Elkhorn, WI 53121. Shortly after 1:00 p.m., all bids received will be opened and recorded in the Department of Public Works Conference Room.

The awarded vendor will be required to work in conjunction with the County throughout the build process. Vendor shall meet as requested to resolve problems.

2. STANDARD TERMS AND CONDITIONS – WALWORTH COUNTY

By reference, the Standard Terms of Walworth County are made a part of this document. Standard Terms and Conditions are available in a PDF format on the internet, under the Purchasing Division Link of the Walworth County Home Page, or directly at the following web address:

http://www.co.walworth.wi.us/Public%20Works/Purchasing/pdfs/STANDARD%20TERMS%20AND%20CONDITIONS%205-17.pdf

Documents are also available, upon request, by contacting the buyer on page one of this request for bid.

3. POSTING OF SOLICITATIONS

All Walworth County solicitations are posted on Demandstar by Onvia at: www.demandstar.com .

Bid documents and specifications may be obtained from Demandstar by Onvia at: www.demandstar.com.

Vendors may register with Demandstar, at no charge, through the Wisconsin Association of Public Purchasers (WAPP) of which Walworth County is a participating member, at: http://www.onvia.com/WAPP .

NOTE: Walworth County will make no attempt to contact vendors with updated information. It is the responsibility of each vendor to periodically check the website for any and all notifications, releases and amendments associated with this solicitation.

4. EXAMINATION OF BID DOCUMENTS

The bidder is required to carefully examine the bid specifications, as herein contained and known as the bid documents for the item(s) to be purchased. It will be assumed that the bidder has investigated and is satisfied as to the requirements of the bid documents. It is mutually agreed that the submission of a bid shall be considered as conclusive evidence that the bidder has made such examination and is satisfied as to all the conditions and contingencies.

All labor, equipment, parts, items, details of services or features not specifically mentioned which are regularly furnished in order to complete this type of purchase / work will be furnished at bid pricing and shall conform in quality, workmanship and service to that usually provided by the practice as specified in this Request for Bids.

5. INQUIRIES/SINGLE POINT OF CONTACT

Any questions, requests for changes, clarifications, etc., concerning the solicitation are to be submitted in writing to, Nick Cramer, CPPB, Purchasing Manager Walworth Co. Dept. of Public Works Purchasing Division W4097 County Road NN Elkhorn, WI 53121

Communications related to this solicitation will be received between 7:00am and 3:30pm, Monday through Friday with the exception of legal holidays.

Questions must be received no later than 3:30 pm, CDT, 01/15/2018.

No information provided verbally, or by parties other than the Buyer, will be considered binding.

Contact with any other party or attempts by Vendors to contact any other party may result in the rejection of their bid.

6. VENDOR REQUESTS FOR EXCEPTIONS/CHANGES TO BID

It is the responsibility of all vendors to carefully examine the bid document in its entirety. Vendors should make a request for interpretation or correction of any ambiguity, inconsistency or error.

Unless the vendor clearly indicates in their response that the product offered is an “equal” product, it will be implied that the vendor will provide the brand, name, manufacturer, stock number or product specified.

If any of the terms and conditions of this RFB or specification are not in full accord and changes, alterations, additions or deductions are necessary, or any exceptions to be taken in regard to size of equipment, layout, etc. causes your firm to be noncompliant with the specifications and prevent you from submitting a bid, consideration will be given to a vendor’s request for change.

Any requests for changes, clarifications, etc., must be submitted in writing to the Walworth County Purchasing Division, to the attention of the buyer whose name appears on page one of this RFB, at least five (5) working days prior to the bid opening. Requests received after that time will not be considered.

Any changes made as a result of a written request will be issued via an amendment and will be posted to www.demandstar.com. Vendors are responsible for checking this website for any future amendments, etc., prior to the opening date. If an amendment is issued, it must be acknowledged on the Vendor’s Certificate of Compliance (Exhibit A). Vendor’s who do not acknowledge the amendments may have their bids rejected

7. BID MODIFICATIONS

The Walworth County Purchasing Division shall have the sole authority to modify this bid. No information provided verbally by any other personnel would be considered binding.

8. SUBMISSION OF BID

Bids must be submitted using the Bid Forms provided herein. Submit only the required documents. It is not necessary to return the entire bid document with the bid.

Bids must be clearly labeled with vendor name, return address, project number, project title, opening date, and the name of the primary contact for questions/clarifications.

Interested firms shall submit their bids to:

Walworth Co. Dept. of Public Works Purchasing Division W4097 County Road NN Elkhorn, WI 53121

Vendors must submit their bid enclosed in a sealed envelope marked with the name and address of the bidder, project title, project number for which the bid is being submitted and opening date delivered to Walworth County Department of Public Works-Purchasing Division in Elkhorn, faxed to (262) 741-3195 or emailed to ncramer@co.walworth.wi.us. The following documents must be included with your bid:

· Exhibit A: Certificate of Compliance

· Exhibit B: Bid Specification Checklist and Cost Summary

Bids must be dated and time stamped by the Walworth County Purchasing Division on or before the date and time due. Bids submitted or time stamped in another office will be rejected. Actual receipt in the office of the Purchasing Division is mandatory.

Late responses will not be accepted, will be returned unopened, and will not be considered.

Bids may be transmitted by Email or Fax Machine.

All bids will be opened and recorded in the Walworth County Public Works Department Conference Room located at W4097 County Road NN, Elkhorn, WI 53121.

All bids shall be valid for a period of ninety (90) days after the scheduled time of closing.

All vendors, by submission of their bid, agree to abide by the rules, regulations, and procedures of Walworth County.

9. WITHDRAWAL OF BID

Bids may be withdrawn only in total and only by a written request to Walworth County Purchasing prior to the time and date scheduled for bid opening.

10. METHOD OF AWARD

Award will be made to the lowest responsible, responsive bidder conforming to specifications, terms and conditions, or to the most advantageous bid submitted to the County on a quality versus price basis. The County reserves the right to award in the aggregate or by item.

Among other things, warranty, time of delivery, purpose for which required, competency of bidder, the ability to render satisfactory service and past performance may be considered in determining responsibility.

The Walworth County Purchasing Department will be the sole judge of the quality and suitability of the equipment, materials and/or services offered in its determination of the successful bidder.

The successful vendor(s) shall be required to enter into a contract agreement with the County. A sample copy of Walworth County’s standard contract is included in the attachments to this RFP. (Exhibit D)

11. ALTERNATES / EXCEPTIONS

The specifications in this solicitation are the minimum acceptable. When specific manufacturer and model numbers are used, they are intended to establish a design, type of construction, quality, functional capability or performance level, or any combination thereof, desired. When alternates are proposed, they must be identified by manufacturer, stock number or such other information necessary to establish equivalency. It is the vendor’s responsibility to clearly indicate the product being offered and to provide sufficient description literature, catalog cuts and technical detail to establish equivalency. Failure to furnish adequate data for evaluation purposes may result in declaring the offeror non-responsive. Walworth County shall be the sole judge of equivalency.

12. ADD-ONS

Walworth County reserves the right to add, delete, or acquire additional equipment that the Contractor can supply that are similar to, but not specifically called for, in this bid. The County reserves the right to permit the substitution when such products are readily available at a competitive cost and satisfy the department’s performance needs. The procedure for such acquisitions shall be as follows:

Walworth County will send the Contractor a letter requesting pricing for the item(s) to be added. The Contractor, within three (3) working days, shall respond in writing and include the bid number, contract period and the price for each item requested. Upon receipt and acceptance, Walworth County shall issue a Change Order adding the product(s) to the Purchase Order. Walworth County reserves the right to accept or reject prices and obtain bids on the open market for these add-ons.

13. NONDISCRIMINATION / AFFIRMATIVE ACTION

In connection with the performance of any work under this request, the vendor(s) agree 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 s. 51.01 (5), Wis. Stats., sexual orientation as defined in s. 111.32( 13m), Wis. Stats., 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 vendor(s) further agree to take affirmative action to ensure equal employment opportunities. Failure to comply with the conditions of this clause may result in the vendor(s) becoming declared an ineligible vendor, termination of the contract, or withholding of payment.

14. UNSUITABLE PRODUCT/MATERIALS

Bids will not be considered for product/ supplies which has previously failed to perform satisfactorily.

15. WARRANTY

Vendor warrants to County that the goods provided shall be new, fit for the purpose intended and free from defects. Contractor shall be responsible for enforcement of any applicable manufacturers' warranties. Vendor warrants that any services provided hereunder shall be performed by qualified and competent personnel in accordance with industry practice and the high standards of care and practice appropriate to the nature of the services rendered. All goods and services provided under this Agreement shall conform in all respects to all specifications and be fit for the particular purpose intended by County.

16. INTERCHANGEABILITY

All similar equipment purchased under one contract shall have interchangeable component parts.

17. DEVIATIONS AND EXCEPTIONS

Deviations and exceptions from terms, conditions, or specifications shall be described fully on the vendor(s) letterhead, signed, and attached to the bid/proposal. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications and vendor shall be liable for injury resulting from any deviation.

18. NEW SUPPLIES / MATERIALS

Unless otherwise noted, all supplies and materials shall be new and unused. Supplies and materials classified as demonstrators, prototype or discontinued, are not acceptable. All supplies and materials shall be the latest product offered and must be tried, proven, and in current use.

19. DESCRIPTIVE LITERATURE

Bidder shall attach manufacturer's current literature and specifications covering the latest supplies and materials on which he is bidding and which specifically and clearly indicates coverage of all items shown in the bid specifications. If the manufacturer's literature does not clearly reflect these items, the bidder shall attach certification from the manufacturer verifying compliance with the bid specifications. Failure to provide this information may result in bid rejection.

20. SAFETY REQUIREMENTS

All materials, equipment, and supplies provided to the County must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards.

21. REJECTION

All material furnished by the awarded vendor is subject to acceptance by the County based on the material’s conformity to these project specifications. In the event where the vendor or its subcontractor were to provide materials that does not conform to the bid specifications and has not gained prior approval from the County’s Assistant Superintendent of the Department of Public Works, the material will be subject to rejection. Rejected materials shall be replaced or redone at the expense of the Contractor.

22. REFERENCES

Vendor shall provide at least three (3) references of recent clients with similar requirements as specified in this request for bid. Reference information shall include the name of the firm, contact person, phone number, fax number, e-mail address of a person that may be contacted and relevant recent project information. Walworth County is especially interested in receiving references from government entities that most closely match the requirements as described in this request for bid. References should include accounts equal or larger in size and scope.

23. CONTRACT TERM

The initial term of the contract will commend on April 1, 2018 and terminate on March 31, 2020 with the option to extend for three (3) additional one-year periods. The County reserves the right to cancel the contract with notice after the initial contract period.

24. PRICING

Vendors shall provide pricing on Bid Specification Item Checklist and Cost Summary (Exhibit B) for Vehicle Graphics.

Vendor shall provide information on any discounts and/or incentives that would be available to the County for this equipment. Discounts may include, but not be limited to manufacturer discounts, sub-contractor(s) discounts, and/ or progressive payments.

Price shall include delivery and installation of all materials and supplies at the Walworth County Vehicle Maintenance Facility, W4097 County Road NN, Elkhorn, WI 53121, between the hours of 7:00 a.m. and 3:00 p.m. Pricing is to include all parts, equipment and materials, delivery, and any other expenses needed to provide the service.

25. DELIVERY

Delivery shall be made within 30 days after date of order. Vendor shall state approximate time for installation after date of order. Within five working days of service completion, Walworth County shall make an inspection and, if found not to be in accordance with these specifications, the vendor shall, upon notification, reinstall the vehicle graphics to conform to the specification. In no event shall this time frame exceed 15 calendar days from date of notification of non-conformance. Should this time frame exceed the 15 calendar days, the County reserves the right to cancel the contract and award to the next lowest complying bidder.

County will reject shipments sent C.O.D. or freight collect.

26. PAYMENT TERMS

Walworth County’s preference is to pay for goods/services on procurement (P-card). However, if P-card is unacceptable, payment will be made in accordance with the following:

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 the purchase order.

If you accept payment by p-card, all pricing must be inclusive of any and all fees associated with the acceptance of MasterCard; i.e. no minimums and/or additional fees.

In addition, vendor should note how many days after receipt and acceptance of goods/services or receipt of invoice (whichever is later), payment must be processed to accept the credit card. The County will not process payment until the receipt of goods is confirmed. Walworth County requires a minimum of ten (10) days to process p-card payments.

Vendors who wish to quote a discount for early payment against a purchase order may do so (reference the payment terms of the Pricing Document). For example: 1%/10 days. Discounts will be taken into consideration when evaluating costs.

27. COOPERATIVE USE OF CONTRACT

Common purchasing practices in government include cooperative or “piggyback” purchasing among various units of government or municipalities. This agreement may be extended for use by other governmental agencies, at the same prices and/or discounts and terms and conditions. Any such usage by other entities must be in accord with the ordinances, charter, rules and regulations of the respective entity and with the approval of the seller. Each respective unit of government will place orders, issue purchase orders, dispute contracts, and make payment directly to the seller. Walworth County acts only as the “Contracting Agent”. Walworth County shall incur no financial responsibility in connection with purchase orders or contracts made by vendor with another public agency resulting from this solicitation. Should the vendor not wish for a contract resulting from this solicitation to be used by other public agencies, they have the option to decline at the time of the request.

EXHIBIT A

VENDOR(s) CERTIFICATE OF COMPLIANCE Walworth County Purchasing Division Request for Bid

GENERAL

This form must be completed in its entirety and submitted with vendor(s) response to acknowledge that vendor(s) meets or exceeds the minimum requirements.

BID SPECIFICATION ITEM CHECKLIST AND COST SUMMARY.

Vendor has completed the Bid Specification Item Checklist and Cost Summary. (Exhibit B)

Completed Bid Specification Item Checklist and Cost Summary Attached ________ (initials)

WALWORTH COUNTY STANDARD TERMS AND CONDITIONS:

Vendor certifies that the company / individual has read and agrees with the Standard Terms and Conditions as posted on Walworth County’s Website.

I acknowledge that I have read and agree to Walworth County’s Standard Terms and Conditions. ________ (initials)

CERTIFICATE OF COMPLIANCE – (Exhibit A) Complete, sign and return Walworth County Vendor(s) Certificate of Compliance.

Vendor confirms Exhibit A is complete, signed and included in their bid response ________ (initials)

RECEIPT OF ADDENDUM: Vendor(s) acknowledges receipt and inclusion of Addendum number ___through____.

FORM OF PAYMENT: Would company accept a Purchasing Card as a form of payment, and/or additional fee(s) without any minimums? ____ Yes ____ No

If yes, how many days after receipt of invoice (or acceptance of goods, whichever is later) payment must be processed to accept the credit card. Note: Minimum of 10 days is required. _____ Days

PIGGYBACKING: My Company agrees to furnish the item(s)/service(s) proposed in this bid to other units of government at the same terms and conditions. ____ Yes ____ No

DEBARRED CONTRACTORS: Acknowledgement that the vendor(s) is not on the State of Wisconsin Department of Workforce Development list of debarred contractors with the effective dates during this project: ________ (initials) I hereby certify that all statements herein are made on behalf of:

Name of Company:

Contact Name:

Address:

Phone Number:

Email:

Signature:

Date:

Vendor Contact Person for:

Order Placement:

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

Contract Issues:

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

Payment

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

References:

Reference #1

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

Reference #2

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

Reference #3

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

EXHIBIT B

Bid Specification Checklist and Cost Summary

It is the intent of this Request for Bid (RFB) to describe the minimum requirements for Vehicle Graphics for the Sheriff’s Office.

Award will be given to the responsive and responsible vendor submitting the lowest cost which meets the minimum specifications.

This specification checklist fully describes the minimum requirements for the purchase, delivery and installation of Vehicle Graphics. Vehicle Graphic dimensions are sized for the Ford Utility Police Interceptor vehicle. Vehicle graphics shall be custom sized for the Ford Police Interceptor, Ford Expedition XL Special Service, or Chevrolet Tahoe Special Service Vehicles. Any product or material, for which the Sheriff’s Office, in its sole discretion, determines to be the equal of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted. It is the vendor’s responsibility to clearly and specifically indicate the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable the Sheriff’s Office to determine if the product or material offered meets the requirements. Failure to furnish adequate data for evaluation purposes may result in declaring the quotation non-responsive.

Bid Specification Checklist

Description of Item or Services

Comments

Vehicle Graphics shall be manufactured from reflective “sign grade” ten (10) year vinyl

Vehicle Graphic shall be 3M Scotchlite professional grade reflective material or equal

Vehicle Graphics shall be reflective stripes and text with red outline

Vehicle Graphics shall carry a minimum three (3) year warranty on labor and material to include fading

Pricing shall include the cost for producing artwork. Artwork developed for this contract will be considered the property of Walworth County and must be forfeited to the county at the end of the term of the contract.

Trunk graphics shall be four (4) inches in height and twenty-two (22) inches in length with the verbiage “SHERIFF” centered on the truck and the squad number shall be three (3) inches in height located on the left hand side of the trunk.

Passenger and Driver’s side door graphics shall be five and one-half (5-1/2) inches in height and twenty-eight (28) inches in length with the verbiage “SHERIFF” located on the top section of the doors.

Front fender graphics shall be a six (6) point red star, ten and one-half (10-1/2) inches from point to point with a silver outline, thirteen (13) inches from point to point and the State of Wisconsin seal positioned in the center of the star. The star shall be located behind the wheel well. Squad number shall be three (3) inches in height located in front of the wheel well.

Rear door graphics shall be two and one-half (2-1/2) inches in height and twenty-six (26) inches in length with the verbiage “WALWORTH COUNTY” located on the top section of the doors.

Rear fender graphics shall be two and one-half (2-1/2) inches in height and sixteen (16) inches in length with the verbiage “DIAL 911” located on the top section of the rear fender.

Vehicles shall be striped on both the driver’s side and passenger side of the vehicle as per Exhibit

Vehicle Graphics shall be professionally installed with all stripes lining up front fender to door to rear fender. Installation shall be done at the Department of Public Work-Vehicle Maintenance Facility.

Vehicle Graphics shall be completed within five (5) days of the notification by the Walworth County Sheriff’s Office that a vehicle is ready to be decaled.

Vendor shall provide prorated services on damaged vehicles where only part of the vehicle graphics needs replacement.

Vendor shall provide Vehicle Graphics removal services for all Police Package Vehicles marked for auction. Services are to include the removal of all striping, lettering and adhesive as required.

Vendor must possess a minimum of five (5) years of verifiable experience in the vehicle graphics business. Experience should include accounts equal or larger in size and scope of this bid.

Vendor must be familiar with Vehicle Graphics in a Law Enforcement setting in order to have a clear understanding of this particular project.

Cost Summary - All pricing must include purchase, delivery, installations of Vehicle Graphics at the Department of Public Works-Vehicle Maintenance Facility.

Description

Cost for the Vehicle Graphics Installed on the Ford Utility Police Interceptor

Cost for the Vehicle Graphics Installed on the Chevrolet Tahoe four (4) door Sport Utility Police Package vehicle

Cost for the Vehicle Graphics removal services for all Police Package Vehicles marked for auction

Warranty____________________________

A discount of is available if payment is received within calendar days.

Delivery Time / Time of Performance:

Walworth County’s Standard Terms and conditions will become a part of any contract awarded as a result of your quote and are available at the following web address: http://www.co.walworth.wi.us/Public%20Works/Purchasing/pdfs/STANDARD%20TERMS%20AND%20CONDITIONS%205-17.pdf Do you accept the Walworth County’s Terms & Conditions?

Yes

No

Would you accept MasterCard / Visa for payment, without any minimums or additional fees?

Yes

No

Do you acknowledge receipt of any addendums to this request?

Yes

N/A

No

Service Installation Information:

This is a request for pricing only and does not represent a commitment to buy.

Vendor Signature

Date

EXHIBIT C

Current Vehicle Graphics

Front View of Utility Police Interceptor

Rear View of Utility Police Interceptor

EXHIBIT C

Current Vehicle Graphics

Passenger Side View of Utility Police Interceptor

Drivers Side View of Utility Police Interceptor

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 __________________ whose business address is ________________________ hereinafter referred to as Contractor.

Article 1 – Overview

This Contract sets forth the responsibilities, time and cost of goods and services relating to the Description of Goods and Services by the Contractor.

Section 1.1 Services to be Provided The COUNTY and Contractor agree that the Contractor will provide the following goods and/or services:

Description of Goods and/or Services at the following location(s):

ENTER NAME AND ADDRESS OF LOCATION(s)

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

Exhibit A – Walworth County Request for Bid/Proposal for Description of Goods and/or Services Exhibit B – Bid/Proposal from [Enter Contractor Name]

Article 2 – Term

This Contract is to be effective for the period MM/DD/YYYY through MM\DD\YYYY with the option to renew the Contract for ENTER NUMBER OF YEARS IN WORDS AND (NUMBERS) years under the same terms and conditions upon mutual agreement. OR Upon execution of Contract through final project completion and acceptance.

Article 3 –Goods and/or Services to be Provided

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 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 quality of services agreed to in the contract. 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 the Contractor fails to provide Description of Goods and/or Services or creates errors which results in the County being obliged to perform the required services, 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 of the Services Provided The Contractor shall retain all documentation necessary to adequately demonstrate the time, cost, duration, location, scope, quality and effectiveness of services rendered under the Contract. The County reserves the right to not pay for services reported by the Contractor that are not supported by documentation required under this Contract.

Section 3.4 Standards for Performance in Delivery of 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 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 3.5 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 $______________ pursuant to Exhibit ___. Actual total payment will be based upon the services authorized by the County and the amount of services performed by the Contractor. It is understood and agreed by all parties that the County assumes no obligation to purchase from the Contractor any minimum amount of services as defined in the terms of this Contract.

Section 4.2 Reimbursement of Expenses The County is not liable to the Contractor for any expenses paid or incurred by the Contractor unless otherwise agreed in writing.

Section 4.2.1 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 4.2.2 Invoicing and Payment The Contractor will invoice the County pursuant to Exhibit __. All invoices are to be mailed to Walworth County Finance Department – Accounts Payable Division, 100 West Walworth Street, Elkhorn, WI 53121. Unless otherwise agreed, Walworth County will pay properly submitted vendor invoices within forty five (45) days of receipt of services. Payment will not be made until services are accepted as specified. Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order, if applicable. Walworth County’s preference is to pay for services on procurement card (P-card). However, if P-card is unacceptable, payment will be made in accordance with the above.

Section 4.3 Payment in Excess of Earned Amount The Contractor shall return to the 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

Section 5.1 Confidentiality The 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.

The 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. Stats. 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, consultants, 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 not 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 – Warranty

The Contractor warrants that the services provided shall be performed by qualified and competent personnel in accordance with industry practice and the high standards of care and practice appropriate to the nature of the services rendered.

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. The Contractor is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plan of the County.

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

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

Section 9.4 No Authority to Bind County The Contractor has no authority to enter into contracts on behalf of the 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 The 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 other party, 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 however, not less than the minimum amounts below:

· Comprehensive General Liability: minimum amount $1,000,000

· Auto Liability (if applicable): minimum amount $1,000,000

· Workers Compensation: minimum amount $100,000 per accident

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.

Upon signing this Contract, the Contractor will furnish the County with a “Certificate of Insurance” with the County listed as “additional insured” verifying the existence of such insurance. 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.

The Contractor shall not allow subcontractors, if any, to commence work until the aforementioned documents, where applicable, have been obtained from the subcontractor(s).

Article 11 – License, Certification, and Staffing

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 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 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 Administrative Code, Rules or 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 the Contractor in performance of this Contract) will be the sole, absolute and exclusive property of the County, free from any claims or retention of rights, thereto on the part of the 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 the 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.

Section 12.4 Recordkeeping and Record Retention All records shall be kept in accordance with Generally Accepted Accounting Procedures (GAAP). The contractor, following final payment, shall retain all records produced or collected under this contract for a period of not less than three (3) years.

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

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. The 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. The County shall not unreasonable 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 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 the 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;

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.

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.

Signature:

Date:

For Contractor

Typed Name:

Title:

Signature:

Date:

image2.png image3.jpeg image4.jpeg image5.jpeg image6.jpeg image7.emf

Microsoft_Word_Document1.docx

Walworth County

Goods and Services

Sample Contract

Project Number:

Services to be provided:

Contract Period:

1/1/1_-12/31/1_ with the option to renew the Contract for ENTER NUMBER OF YEARS IN WORDS AND NUMBERS years OR 1/1/1_ through final project completion and acceptance.

Contract Amount:

County:

Organization Name:

Walworth County

Address:

LOCATION OF PROJECT

Elkhorn, WI 53121

Walworth County Point of Contact :

NAME OF PERSON RESPONSIBLE FOR DAY TO DAY ACTIVITIES OF CONTRACT

Telephone:

262-741-XXXX

Fax:

262-741-XXXX

Cell:

E-mail:

XXXX@co.walworth.wi.us

Contractor:

Organization Name:

Address:

Contractor Point of Contact:

NAME OF PERSON RESPONSIBLE FOR DAY TO DAY ACTIVITIES OF CONTRACT

Telephone:

Fax:

Cell:

E-mail:

GOODS AND SERVICES 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 __________________ whose business address is ________________________ hereinafter referred to as Contractor.

Article 1 – Overview

This Contract sets…