Attatchment E -Sample of Standard Goods.pdf

Standard Purchase Contract for Goods, October 2024 Page 1

STANDARD PURCHASE CONTRACT FOR GOODS

This STANDARD PURCHASE CONTRACT FOR GOODS (the “Contract”) is entered into by and between GARFIELD COUNTY, COLORADO (the “County”), a political subdivision of the State of Colorado, through an authorized representative of the BOARD OF COUNTY COMMISSIONERS (the “BOCC”), and ***************** (the “Contractor”) whose principal place of business is ********************, in accordance with the applicable provisions of the Garfield County Procurement Code.

RECITALS

A. Contractor has been selected to provide the goods defined in this Contract to or on behalf of the BOCC in accordance with the Garfield County Procurement Code.

B. The BOCC wishes to retain Contractor as an independent contractor to provide, and Contractor wishes to provide to the BOCC, the goods defined in this Contract on the terms stated in this Contract.

C. The BOCC is authorized to acquire and contract for these goods by Colorado Revised Statutes §30-11-101, et seq.

D. If this Contract is funded in whole or in part by State funds the parties may be subject to reporting requirements to the applicable State agency and any grant documents will be included as an attachment to this Contract.

NOW, THEREFORE, in consideration of the following mutual covenants and agreements, the BOCC and the Contractor agree:

AGREEMENT

1. Purpose. The purpose of this Contract is to define the terms and conditions by which Contractor will provide ****** to Garfield County as more specifically defined by Solicitation Document No. ************************(the “Solicitation”), which is incorporated herein for all purposes. For convenience, the Scope of Services from the Solicitation is attached as Attachment A (the “Scope of Services”).

2. Term and Renewal. The initial term of this Contract is from ******* to ********. At the expiration of the initial term, the Contract may be extended for up to two additional one-year terms upon the express written consent of the parties.

3. Authorized County Representative. The BOCC shall be represented by Name, Title**** (the “County Representative”), who is designated and authorized to act on behalf of the BOCC for all purposes relating to the budget, performance, administration, payment, and successful completion of this Contract.

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4. Compensation. Contractor shall be compensated for good(s) as delivered in a total annual amount, including reimbursed expenses if allowed, not to exceed Written Dollar Amount ($*********) ********* FOR MULTIPLE VENDORS ONLY to be allocated among all _____providers on an as needed basis*******. The BOCC has lawfully appropriated an amount sufficient to pay this amount and is under no obligation to make any future appropriation or allocation to this Contract. Any amount appropriated but not earned by the end of the calendar or fiscal year in any year in which this Contract is in effect shall automatically expire on the end of the calendar or fiscal year.

a. Invoicing Procedures. Payment(s) will be made to the Contractor upon receipt and approval of an invoice by the County Representative, who shall be the sole judge of the acceptability of goods. Contractor and the County Representative shall agree upon a mutually acceptable invoicing schedule. The County reserves the right to require additional information to support payments to the Contractor. Payments will be made to the Contractor within forty-five (45) days of receipt of invoice or other mutually agreed upon period.

b. Invoicing Address. All invoices and notices related to this Contract shall be sent to the County Representative at the following address: Mailing****Email *********

5. Scope of Contract. This Contract shall include all terms and conditions specified in the Solicitation and in Contractor’s accepted offer upon which this Contract was awarded, which is incorporated herein for all purposes (the “Proposal”). The following order of priority shall control: (i) This Contract; (ii) Attachment A, Scope of Services; (iii) Attachment B, Contractor’s Additional Terms, if any; (iv) Attachment C, Grant Documents if applicable.

6. Delivery. Unless otherwise specified in the Solicitation or this Contract, delivery shall be FOB destination *******************. The BOCC is relying on the promised delivery date, installation or service performance of ***************** as set forth in the Bid. If the Contractor fails to deliver as specified, the BOCC, in its sole discretion, may cancel its order or any part thereof without prejudice to its other rights, return all or part of the shipments so made, and charge Contractor with any loss or expense sustained as a result of the failure to deliver or perform as promised. Time is of the essence in the performance of this Contract.

7. Contractor Responsibilities. By entering into this Contract, Contractor agrees to diligently and professionally deliver goods or perform the services described in the Scope of Services and to meet all agreed upon delivery deadlines and dates of service.

8. County Responsibilities. The County shall provide information as necessary or requested by the Contractor to enable Contractor to perform under this Contract.

9. Quality and Performance. All goods delivered pursuant to this Contract shall be newly manufactured and the current model, unless otherwise specified in the Scope of Work. The County Representative shall be the sole judge in determining brand name equivalent(s) with regard to quality, price, or performance. Any services shall be performed strictly in accordance with this Contract.

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10. Safety Information. All chemicals, equipment, and materials proposed or used in the performance of this Contract shall conform to the requirements of the Occupational Safety and Health Act of 1970 (“OSHA”), as amended. Contractor shall furnish all material safety data sheets for any regulated chemicals, equipment, or hazardous material at the time of delivery. Where services are being provided, Contractor shall perform the services in a manner so as to comply with the applicable provisions of OSHA and regulations thereunder.

11. Warranties. All manufacturer warranties and all applicable provisions and remedies of the Colorado Uniform Commercial Code relating to express and implied warranties are incorporated into the terms of this Contract, as are any warranties contained in this Contract and any attachments hereto.

12. Changes. Contractor shall furnish goods or services strictly in accordance with the specifications and price(s) set forth for each item and in compliance with the Solicitation that induced the Contractor’s offer. Each shipment received or service performed shall comply with the terms of this Contract, notwithstanding invoice terms or actions of the Contractor to the contrary, unless this Contract has been modified, superseded, or otherwise altered. No change or alteration to this Contract that requires payment in excess of the amount stated in ¶4 shall be effective unless there is a concurrent additional appropriation.

13. Ethics. Contractor shall not engage in unethical conduct in its performance of this Contract and shall comply with and abide by any applicable laws, regulations, rules, or codes relevant to or governing its performance.

14. Inspection, Acceptance, Remedies, and Breach. Final acceptance of any delivery is contingent upon completion of all applicable inspection procedures. If goods or services fail to meet any inspection requirements, the BOCC may exercise all rights, including those provided in the Colorado Uniform Commercial Code. The County Representative shall have the right to judge performance and inspect the goods delivered under this Contract. If any delivered goods do not conform to this Contract, the BOCC, through the County Representative, may require the Contractor to deliver replacement goods without additional compensation. For defects in the quality or quantity that cannot be corrected by re-performance, the BOCC may (a) require Contractor to take necessary action to ensure future performance conforms to the Contract requirements and (b) equitably reduce the payment due to the Contractor to reflect the reduced value of the goods delivered, or (c) elect to terminate this Contract under the provisions of ¶22.

15. Records, Reports, and Information. At such times and in such forms as the BOCC or applicable State agency may require, the Contractor shall furnish statements, records, reports, data, and other information pertaining to matters covered by this Contract. The Contractor shall maintain its records in accordance with any requirements prescribed by

Standard Purchase Contract for Goods, October 2024 Page 4 the BOCC. Except as otherwise authorized by the BOCC, Contractor shall maintain such records for a period of seven (7) years after receipt of final payment under this Contract.

16. Audits and Inspections. At any time during normal business hours and as often as the BOCC or applicable State agency may deem necessary, the Contractor shall make its records with respect to matters covered by this Contract available for examination. The Contractor shall permit the BOCC to audit, examine and make excerpts from such records and audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment, and other data relating to this Contract. The BOCC may call for a certified, independent audit to be performed, at the Contractor’s expense, by a mutually agreed upon auditor.

17. Independent Contractor. Contractor is an independent contractor and is free to perform services or provide goods for other clients. Neither Contractor nor any agent or employee of Contractor shall be deemed an agent or employee of the County or the BOCC for any purpose. As an independent contractor, contractor is not entitled to unemployment insurance or workers compensation benefits through the County and is obligated to pay Federal and State income tax on any monies earned pursuant to this contractual relationship. Contractor has no authority, express or implied, to bind the BOCC to any contract, liability, or understanding except as expressly set forth herein.

18. No Conflict of Interest. During the term of this Contract, the Contractor shall not perform similar services or goods for persons, firms, or entities, including governmental entities, which have the potential to create a conflict of interest, unless the potential conflict is disclosed to and approved by the BOCC. Contractor represents that it is not aware of any transaction, activity, or conduct that would affect Contractor’s judgment, actions, or work by placing the Contractor’s own interests, or the interests of any party with whom the Contractor has a contractual arrangement, in conflict with those of the County. Contractor agrees that no official, officer, or employee of the County has any personal or beneficial interest whatsoever in the services provided by this Contract. Contractor also agrees not to hire, pay, or contract for the services of any official, officer or employee of the County during the term of this Contract.

19. No Assignment and No Third-Party Beneficiaries. Contractor shall not assign any rights, delegate any duties, or subcontract any part of the performance required by this Contract without the express written consent of the County. Enforcement of the terms and conditions of this Contract and all rights of action relating thereto are strictly reserved to the County and the Contractor and nothing contained in this Contract shall give or allow any such right of action to any third party.

20. Indemnification. The County cannot and does not agree to indemnify, hold harmless, exonerate, or assume the defense of Contractor or any other person or entity for any purpose. Contractor shall defend, indemnify and hold harmless the County, its commissioners, officials, officers, directors, agents, and employees from all claims, Standard Purchase Contract for Goods, October 2024 Page 5 demands, suits, actions or proceedings, including workers’ compensation claims, in any way resulting from or arising out of this Contract, including those for professional negligence, except for those damages resulting from the sole negligence of the County’s commissioners, officials, officers, directors, agents and employees.

21. No Waiver of Governmental Immunity. The parties acknowledge that the County, its commissioners, officials, officers, directors, agents, and employees are relying upon and do not waive the immunities and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et. seq.

22. Termination.

a. Termination Prior to Shipment. The BOCC may cancel this Contract by written or oral notice to Contractor prior to any shipment of goods.

b. Termination Prior to Performance. If the Contractor is providing services as part of its obligations under this Contract, the BOCC may cancel this Contract by written or oral notice to the Contractor prior to commencement of any work.

c. Termination for Cause. (i) If Contractor refuses or fails to timely and properly perform any of its obligations under this Contract with such diligence as will ensure its completion within the promised timeframe, the BOCC may notify Contractor, in writing, of non-performance and, if not corrected within the time specified in the notice, terminate Contractor's right to proceed with performance or such part thereof as to which there has been delay or a failure. Contractor shall continue performance of this Contract to the extent not terminated and be liable for excess costs incurred by the BOCC to procure similar goods or services from another source.

Payment for completed services performed and accepted shall be at the price set forth in this Contract. The BOCC shall not be responsible for payment for any services terminated under this provision. (ii) The BOCC may withhold amounts due to Contractor as the BOCC deems necessary to reimburse the BOCC for excess costs and damages incurred in completing or procuring similar goods and services. (iii) If, after rejection, revocation, or other termination of Contractor's right to perform, the BOCC determines that Contractor was not in default or the delay was excusable, the rights and obligations of the BOCC and Contractor shall be the same as if the notice of termination had been issued pursuant to ¶22(d) below.

d. Termination in Public Interest. The BOCC, through the County Representative, is entering into this Contract for the purpose of carrying out the public policy of the BOCC. If this Contract ceases to further such public policy, the BOCC, in its sole discretion, may terminate this Contract in whole or in part and such termination shall not be deemed to be a breach of BOCC’s obligations hereunder. This section shall not apply to a termination for Contractor’s breach, which shall be governed by sections set forth above. The BOCC shall give written notice of termination to

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Contractor specifying the part of the Contract terminated and when termination becomes effective. Upon receipt of notice of termination, Contractor shall not incur further obligations except as necessary to mitigate costs of performance. For services or specially manufactured goods, the BOCC shall pay (i) reasonable settlement expenses; (ii) the Contract price or rate for supplies and services delivered and accepted; (iii) reasonable costs of performance on unanticipated supplies and services; and (iv) reasonable costs incurred in preparation for delivery of the undelivered goods. For existing goods, the BOCC shall pay (v) reasonable settlement expenses; (vi) the Contract price for goods delivered and accepted; and (vii) reasonable costs incurred in preparation for delivery of the undelivered goods.

23. Compliance with Laws and Regulations. Contractor agrees that all work performed under this Contract shall comply with and abide by all applicable laws, rules, regulations, and codes of the United States and the State of Colorado. Any fines paid or expenses incurred by the BOCC, due to Contractor's violation of applicable law or regulation, shall be reimbursed to the BOCC by the Contractor.

24. Notices. Notices to be provided under this Contract shall be given in writing either by hand delivery or by certified mail, return receipt requested United States mail, to the following:

To the County: ____________________________

AND Procurement and Contracts Director 810 Pitkin Avenue Glenwood Springs, CO 81601

To the Contractor: ____________________________

25. County Ownership - Works Made for Hire. Any and all deliverable items prepared under this Contract shall belong exclusively to the BOCC and shall be deemed to be “works made for hire” under the copyright laws of the United States. To the extent any of the deliverable items may not, by operation of law or otherwise, be works made for hire, the Contractor hereby assigns to the BOCC the ownership of the copyright in the deliverable items, and the BOCC shall have the right to obtain and hold in its own name, copyrights, registrations, and similar protections. The Contractor agrees to give the BOCC or its designee all

Standard Purchase Contract for Goods, October 2024 Page 7 assistance reasonably required to perfect such rights. To the extent that any pre-existing materials are contained in the deliverable items, the Contractor grants to the BOCC an irrevocable, non-exclusive, worldwide, royalty-free license to use, execute, publish, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such pre-existing materials and derivative works thereof and to authorize others to do any, some, or all of the foregoing.

26. Fund Availability and Annual Appropriation. If this Contract is funded in whole or in part with State funds, it is subject to and contingent upon the continuing availability of State funds for the purposes hereof. Financial obligations of the BOCC, payable after the current fiscal year, are contingent not only upon a mutual agreement to renew this Contract as stated in ¶2 but also the budgeting, appropriation, and other acts as necessary to make funds available for such renewal. The BOCC represents that it has properly budgeted and appropriated sufficient funds for the performance anticipated during the initial fiscal and calendar year of this Contract. To the extent this Contract requires performance or actions by the BOCC subsequent to the initial year term, such performance or actions are specifically contingent on appropriation of funds to support those activities. If the subject of this Contract is for the design or construction of a public works project, as contemplated by C.R.S. §24-91-103.6, as amended, this section shall constitute notice of phased construction with initial appropriation for the current fiscal and calendar year. The BOCC may consider subsequent appropriations necessary for performance by the Contractor in any following calendar and fiscal years if the BOCC desires such performance.

27. Contract Integration and Interpretation. This Contract represents the entire agreement between the parties and supersedes all prior negotiations and representations, whether written or oral. This Contract and any attachments referenced constitute the entire agreement between the parties. The headings contained in this Contract are for reference and convenience only.

28. Modifications. This Contract may not be modified, amended, or otherwise altered, unless mutually agreed upon in writing executed by both parties.

29. Choice of Law. This Contract shall be governed by the laws of the State of Colorado. Venue for all actions relating to the terms of this Contract shall lie in the Courts of Garfield County, State of Colorado.

30. Counterparts and Electronic Signatures. This Contract may be executed in counterparts, each of which shall be deemed an original. Electronic signatures of, or on behalf of, the BOCC or the Contractor on this Contract and any modification thereof shall be effective for all purposes.

31. Severability. Should any provision of this Contract be determined by a court of competent jurisdiction to be unenforceable, unconstitutional or otherwise null and void, the remaining provisions of the Contract shall remain in full force and effect.

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32. Accessibility. Contractor agrees that if the product or service provided to the County includes a digital experience including, but not limited to websites, applications, or digital assets or interfaces, any such digital experience shall meet all the applicable Level A and AA success criteria of the latest non-draft Web Content Accessibility Guidelines (WCAG).

Contractor agrees to indemnify and hold harmless County against any failure by Contractor to comply with Colorado Accessibility Standards for Individuals with a Disability in relation to this agreement.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed and effective as set forth above.

BOARD OF COUNTY COMMISSIONERS CONTRACTOR:

GARFIELD COUNTY, COLORADO **********************************

By: _______________________________ By: _____________________________ Authorized County Representative Authorized Representative Name: Scott Henriksen Name: _________________________ Title: Procurement and Contracts Director Title: __________________________ Date: _____________________________ Date: __________________________ Address: ________________________

STATE OF COLORADO )

) ss.

COUNTY OF GARFIELD )

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On this day, _________________________________ appeared before me and averred that he/she has read the foregoing Contract, is an Authorized Representative of the Contractor, and is duly authorized to execute this Contract on Contractor’s behalf.

Subscribed and sworn to before me this __________day of _______________, 20____.

My commission expires on:

SEAL ________________________________

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Attachments:

A. Scope of Services (Required) B. Contractor’s Additional Terms (Optional) C. Grant Documents (If applicable)

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Attachment A Scope of Services

Newest to Oldest County Documents

Addenda Scope of Work (Exhibits)

RFP/IFB Document

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Attachment B

Contractors agreed upon Additional Terms

Bid/Proposal Verifications Contractors Bid/Proposal/Quote

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Attachment C

Grant Documents