FY27_Contract_Template.docx

Berkshire Regional Group Purchasing Program

General Contract By and Between Berkshire Regional Group Purchasing Program, Participating Municipalities, and the Vendor.

Part I – General Instructions The General Contract (hereinafter referred to as the CONTRACT) presented below is the document which will constitute the professional service contract between the successful bidder (hereinafter referred to as the VENDOR) and the Berkshire Regional Group Purchasing Program (hereinafter referred to as BRGPP) along with the participating municipalities and/or other member entities (hereinafter referred to as the PARTICIPANT(S)). The CONTRACT also includes the bidding documents to present a fair representation of the contract under which the VENDOR will work. The CONTRACT incorporates by reference all the terms, specifications, and conditions of the bid.

This CONTRACT entered into by and between BRGPP, a program of the Berkshire Regional Planning Commission which is duly organized under the laws of the Commonwealth of Massachusetts, acting on behalf of the PARTICIPANTS, acting through BRGPP, and the VENDOR, a duly established corporation or business entity, hereby being:

Vendor Name:

Vendor Address:

Vendor Phone:

Tax ID#:

Email:

WITNESSETH:

WHEREAS, the PARTICIPANTS desire to engage the VENDOR to render certain goods and/or services in connection with the undertakings of the PARTICIPANTS and;

WHEREAS, the VENDOR is ready, willing, and able to provide such goods and/or services in accordance with and subject to the Terms and Conditions of this CONTRACT, any purchase order or supplementary conditions that any PARTICIPANT may require, and the Scope of Services provided herein.

NOW THEREFORE, the parties hereto mutually agree as follows:

1. Scope of Service – The VENDOR shall perform its obligations in this CONTRACT as described herein. The Contract Documents include, by reference, the following:

a. This CONTRACT and any purchase order or supplementary conditions issued by a PARTICIPANT;

b. The Invitation for Bid, Specifications included therein, and any addenda issued as part of the procurement;

c. The VENDOR’s bid and price proposal, as accepted by BRGPP and the PARTICIPANT(S).

2. Time of Performance – The effective date of this CONTRACT is July 1, 2026. VENDOR shall commence performance upon issuance of a notice to proceed, and shall perform in a sequence as to assure their expeditious completion as described in the Contract Documents, and shall complete performance of its obligations by June 30, 2027. Any work to be performed beyond the completion date will not proceed unless the VENDOR has obtained prior written consent from an authorized agent of BRGPP.

3. Compensation and Method of Payment – VENDOR shall be compensated on a time and materials basis as provided in the Contract Documents. The VENDOR shall submit to PARTICIPANTS, not more often than monthly, statements for Goods and/or Services provided. The VENDOR’S statements shall include a description of the Goods and/or Services provided for the period in question with a progress report, and shall be in such form and with such supporting data as BRGPP and/or the PARTICIPANT(S) may reasonably require. Payment shall be due within thirty (30) calendar days after PARTICIPANT receivs a proper statement, and following acceptance of Goods and/or Services under this CONTRACT. No payment made hereunder shall constitute or be construed as final acceptance or approval of that part of the Goods and/or Services to which such payment relates or relieve the VENDOR of any of its obligations hereunder with respect thereto. The obligations of the PARTICIPANTS shall be subject to appropriation on a fiscal year basis. In the absence of appropriation, the Contract with a particular PARTICIPANT shall be terminated immediately without liability of that PARTICIPANT for damages, lost profits, penalties, or other charges arising from early termination.

Part II – Terms and Conditions

1. Termination of Contract for Cause – If, through any cause, the VENDOR shall fail to fulfill in timely or proper manner its obligations under this CONTRACT, or if the VENDOR shall violate any of the covenants, agreements, or stipulations of this CONTRACT, the PARTICIPANT shall thereupon have the right to terminate this CONTRACT, by giving written notice to the VENDOR of such termination and specifying the effective date of termination.

Notwithstanding the above, the VENDOR shall not be relieved of liability to the PARTICIPANT by virtue of any breach of the CONTRACT by the VENDOR, and the PARTICIPANT may withhold payments to the VENDOR until such time as the exact amount of damages due to the PARTICIPANT from the VENDOR is determined.

2. Termination for Convenience of the Participant – The PARTICIPANT may terminate this CONTRACT any time by a notice in writing from the PARTICIPANT to the VENDOR. If the CONTRACT is terminated by the PARTICIPANT as provided herein, the VENDOR will be paid an amount which bears the same ratio to the total compensation of the service of the VENDOR covered by this CONTRACT, less payments of compensation previously made.

3. Independent Contractor – The parties agree that the VENDOR shall operate as an independent contractor pursuant to the CONTRACT and shall not, by virtue thereof, become an employee of the PARTICIPANT, nor shall it be entitled to any of the benefits of such employment.

4. Compliance with Local Laws – The VENDOR shall comply with all applicable laws, ordinances, and regulations of the Federal, State, and local governments, and shall commit no trespass on any public or private property in performing any of the work under this CONTRACT.

5. Assignability – The VENDOR shall not assign any interest in this CONTRACT and shall not transfer any interest in the same (whether by agreement or notation) without the prior written approval of the PARTICIPANT. Provided, however, that claims for money or to become due the VENDOR from the PARTICIPANT under this CONTRACT may be assigned to a bank, truest company, or other financial institution or to a trustee in bankruptcy, without such approval. Notice of any such assignment or transfer shall be furnished promptly to the PARTICIPANT.

6. Interest of Members, Officers, or Employees of the Participant, Member or Local Governing Body, or Other Public Officials – No member, officer, or employee of the PARTICIPANT, or its designees or agents, no member of the locality in which the project is situated, and no other public official of such locality or localities who exercise any functions or responsibilities with respect to the project during this tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the project assisted under this CONTRACT.

7. Release of Information – No information or material gathered under this CONTRACT shall be made available to any individual or organization without prior written approval of the PARTICIPANT.

8. Indemnity – The VENDOR agrees to indemnify, defend and hold harmless BRGPP, the PARTICIPANT, and their repsective employees, agents, successors or assigns (the “Indemnified Parties”), from all suits, actions, claims, demands, damages, losses, expenses and costs, including reasonable attorneys’ fees, of every kind and description, which the Indemnified Parties may incur or suffer from, in connection with, or arising out of any act, error or omission of, or breach of contractual duties to the Indemnified Parties by the VENDOR, its agents, servants, employees and subcontractors. The VENDOR further agrees to indemnify, defend and hold harmless the Indemnified Parties against all judgements, decrees, costs, and litigation expenses resulting from infringement of any United States patent covering any article or method of work to be supplied hereunder or the customary use of such articles or methods of work. The VENDOR shall promptly inform BRGPP in writing of any patent infringement suit which is filed against it and as to which the VENDOR is obligated to indemnify hereunder and shall give the VENDOR an opportunity to defend said suit at its own expense. The extent of the foregoing indemnification and hold harmless provisions shall not be limited by any provision of insurance required by this CONTRACT and shall survive termination of this CONTRACT.

9. Insurance Requirements – The VENDOR shall at all times during the CONTRACT maintain in full force and effect Employer’s Liability, Worker’s Compensation, Bodily Injury Liability and Property Damage, and General Liability Insurance, including contractual liability coverage. All insurance shall be by insurers and for policy limits acceptable to BRGPP and before commencement of work hereunder. The VENDOR agrees to furnish BRGPP Certificates of Insurance or other evidence satisfactory to BRGPP to the effect that such insurance has been procured and is in force. BRGPP and the PARTICIPANTS shall be named as an additional insured under the liability and automobile insurance.

For the purpose of the CONTRACT, the VENDOR shall carry the following types of insurance in at least the minimum amounts specified below:

$3,000,000 aggregate

10. Guarantees by the Vendor – The VENDOR guarantees:

a. Their products against defective materials or workmanship and to repair or replace any damages or marring occasioned in transit;

b. To furnish adequate protection from damage for all work and to repair damages of any kind for which it and its workers are responsible, to the building or equipment, to his own work or to the work of other contractors;

c. To carry adequate insurance to protect the participant from loss in the case of accident, fire or theft;

d. That all deliveries of materials shall be equal to any accepted bid sample.

Any merchandise provided under the CONTRACT which is or becomes defective during the guarantee period shall be replaced by the VENDOR free of charge with the specific understanding that all replacements shall carry the same guarantee as the original equipment (one year unless otherwise stated in the specifications, from the date of acceptance by the PARTICIPANT). The VENDOR shall make any replacement immediately upon receiving notice from the PARTICIPANT.

11. Miscellaneous Provisions.

a. Assignment by VENDOR. The VENDOR shall not assign, sublet or transfer any of its obligations, responsibilities, rights or interests (including, without limitation, its right to receive any monies hereunder) under this CONTRACT without the written consent of BRGPP. Any assignment, subletting, or transfer by the VENDOR in violation of this provision shall be void and without force or effect.

b. Limited Liability. No officer, director, member, employee, or other principal, agent, or representative (whether disclosed or undisclosed) of BRGPP or PARTICIPANTS shall be personally liable to the VENDOR hereunder for BRGPP or PARTICIPANTS obligations hereunder. The VENDOR hereby agreeing to look solely to the assets of the PARTICIPANT for satisfaction of any liability of the PARTICIPANT hereunder. In no event shall the PARTICIPANT be liable to the VENDOR for indirect, incidental, or consequential damages.

c. Governing Law. This CONTRACT shall be governed by the law of the Commonwealth of Massachusetts.

Vendor Authorized Signature:

Typed or Printed Name of Authorized Person:

Title:

Date:

BERKSHIRE REGIONAL GROUP PURCHASING PROGRAM:

Tom Matuszko, Executive Director:

Date:

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