Standard_Contract_Information.docx

This Goods Contract template is intended for use in Purchasing for uniformity across all CAPSD goods contracts.

STANDARD GOODS CONTRACT HEADER HERE

1. GOODS TO BE PROVIDED.

<<Enter a description of the items to be obtained here.>>

These GOODS are requested by County per the CONTRACTOR’s quote no. <<Enter vendor quote number and date of quote, if applicable>>.

2. CONTRACT TERM.

This Agreement shall be effective and commence as of the “Valid From” date through the “Valid To” date listed on page one. For reasons of economy and efficiency, the County reserves the right to extend the term of this contract for four (4) one-year terms, following the initial 12-month term upon mutual agreement between County and CONTRACTOR. Per section 2.56.220 of the Sacramento County Code, this Contract may not exceed a period of five (5) years and six (6) months, unless authorized by the Board of Supervisors.

3. PRICING.

<<List contact pricing here>>

3.1. Price Changes.

<<Insert pricing structure from Solicitation or Negotiated>>

EXAMPLES FOR CSO, BUT NOT LIMITED TO (USE ONLY WHAT IS APPROPRIATE)

Any request for a price adjustment must be substantiated with documentation from a manufacturer or government agency and must be submitted in writing at least 30 days prior to the anniversary date of the Contract. No retroactive price changes will be considered. If vendor has initiated price escalation prior to approval, the County is due all overpayments remitted to CONTRACTOR. County retains right to determine whether price change requests are acceptable.

4. CONTRACT USE.

This <<County-Wide or Restricted Contract>> is available for use by <<Specify which departments can use the contract.>>

4.1. MULTIPLE AWARD. <<If Applicable>>

<<If applicable, list whether vendor is a primary or secondary CONTRACTOR, or multiples. If not applicable do not include this clause.>>

4.1.1. Primary and Secondary.

The Primary CONTRACTOR and Contract for this commodity is <<CONTRACTOR & Contract No.>>. If the Primary is not able to fulfill the requested items, County will offer the Secondary vendor, <<Secondary CONTRACTOR & Contract No.>>, the opportunity to provide the requested Goods.

4.1.2. Multiple Awards.

End-user departments are required to solicit quotes from the awarded contracts to secure the best pricing. Once quotes are obtained, a Contract Shipping Order (CSO) may be issued to the awarded CONTRACTOR offering the best pricing. <<Modify as needed to capture your contract needs>> Include threshold where quotes are required (e.g. >$2,500).

5. DELIVERY TERMS.

CONTRACTOR shall deliver the Goods in accordance to the Delivery/FOB terms listed on the first page of this contract, after execution of this Contract by all parties. Delivery is to be within 30 days of Goods request or agreed to otherwise between the CONTRACTOR and County requestor. The Goods shall be delivered by CONTRACTOR free of any liens or encumbrances. <<Modify as needed to capture your contract needs>>

5.1. Inspection and Acceptance.

The Goods shall be received by County subject to County’s reasonable inspection, testing, approval, and acceptance of the Goods. If the Goods are rejected by the County as nonconforming, County may return the Goods to CONTRACTOR at CONTRACTOR’s risk and expense, and the Goods shall not be replaced or repaired by CONTRACTOR without written authorization from County.

5.2. Title/Risk of Loss.

Title, ownership, and risk of loss or damage of the Goods shall be in accordance with Delivery/FOB Terms on Page 1 of the contract. The Goods are delivered to, inspected and accepted by County, except when such loss or damage is due to the fault or negligence of County.

5.3. Surcharges.

No fuel, or energy or charges of any other kind will be allowed during the contract period or subsequent terms, unless specifically stated in the in the section titled “Pricing”.

5.4. Recall Notice.

CONTRACTOR must immediately notify each ordering Department/Division upon receipt of official recall notice.

6. INVOICES AND PAYMENTS.

The CONTRACTOR shall invoice the County only for providing the tasks, deliverables, goods, services, and other work specified in the Section 1 - Goods To Be Provided and elsewhere hereunder for which payment is claimed. The CONTRACTOR shall prepare invoices, which shall include the charges owed to the CONTRACTOR by the County under the terms of this Contract. The CONTRACTOR’s payments shall be as provided in Section 3 – Pricing, and the CONTRACTOR shall be paid only for the deliverables approved in writing by the County. If the County does not approve work in writing no payment shall be due to the CONTRACTOR for that work.

6.1. Acceptable Invoices.

Invoices that arrive to the County must be acceptable in order to be paid. Invoices with any incorrect pricing and/or terms, that are too light to read, illegible, missing CSO number, or with cut off information will be returned to the CONTRACTOR for resubmission. Time clock for payment will begin upon County’s receipt of an acceptable invoice. MAIL INVOICE OR SEND VIA EMAIL TO REQUESTING DEPARTMENT (aka End-User Department Contacts).

6.2. Invoices.

The CONTRACTOR’s invoices shall be priced in accordance with Section 3 – Pricing and the Payment Terms listed on page 1.

6.3. Time of Payment.

CONTRACTOR shall invoice the County in a timely manner, in accordance with the payment terms listed on Page 1 for the goods as defined herein. The County shall pay CONTRACTOR for all accepted Goods invoiced in accordance with the payment terms listed on page 1 of the contract, or unless otherwise agreed to.

6.4. Late Fees.

Interest or late charges shall not exceed provisions set forth in Government Code Section 926.10.

7. DAMAGE TO COUNTY FACILITIES, BUILDINGS OR GROUNDS.

CONTRACTOR must repair, or pay for the repair of, any damage it causes to County real or personal property.

7.1. Repairs.

The CONTRACTOR shall repair, or cause to be repaired, at its own cost, any and all damage to County facilities, buildings, or grounds caused by the CONTRACTOR or employees or agents of the CONTRACTOR. Such repairs shall be made immediately after the CONTRACTOR has become aware of such damage, but in no event later than thirty (30) days after the occurrence.

7.1.1. Timeliness.

If the CONTRACTOR fails to make timely repairs, County may make any necessary repairs. All costs incurred by County, as reasonably determined by County, for such repairs shall be repaid by the CONTRACTOR by cash payment upon demand.

8. GENERAL TERMS AND CONDITIONS.

The County of Sacramento General Conditions are attached hereto. CONTRACTOR agrees to be bound by our General Conditions, which is located at the end of this document.

8.1. Mutually Agreed Upon Exceptions to T&Cs: (NOTE: Insert any negotiated exceptions to our Standard Conditions here)

9. MINIMUM USAGE.

Quantities ordered shall be those quantities “as required” by the County end user (i.e. the County Department using the goods). The County does not guarantee a minimum quantity to be purchased during the contract period, nor is the County limited to purchase all requirements from CONTRACTOR.

10. WARRANTIES.

CONTRACTOR warrants that the Goods, including any component or replacement parts, furnished, manufactured or provided by CONTRACTOR will be free from defects in material and workmanship for a period of ninety (90) days or manufacturer’s warranty (whichever is greater) from date of acceptance of the Goods by County. Any additional warranties provided by law, including, but not limited to, the warranty of merchantability and warranty of fitness for a particular purpose shall remain in full force and effect and inure to the benefit of County. County reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods.

Any proposal to disclaim these warranties, or amend the existing Contract Terms or Minimum Insurance requirements must be approved by County of Sacramento Risk Management, and County Counsel.

11. REMEDIES.

In the event of a material breach of this Contract by CONTRACTOR, County may avail itself of any other right and remedies available at law or in equity. Nothing herein shall limit County’s rights to seek any available remedy including, but not limited to, damages and/or equitable relief, in a court of competent jurisdiction. <<CSO to include breach language to applicable clauses>>

11.1 The County having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

11.2 Each of the parties to this Agreement (and the Selling Members as third-party beneficiaries) will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

12. GOVERNING LAW.

The parties acknowledge that this Contract has been negotiated and entered into in the State of California, County of Sacramento. The parties agree that this Contract shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Venue for any action or proceeding relating to or arising out of this Contract shall be in the County of Sacramento.

13. SAFETY REQUIREMENTS.

All services and merchandise must comply with current California State Division of Industrial Safety Orders, O.S.H.A., and C.D.F.A.

14. INSURANCE.<<If Applicable>> Prior to commencement of any work under this Contract, CONTRACTOR shall provide and maintain in effect during the term of this Contract evidence of insurance coverage which is attached hereto and incorporated herein by reference. These insurance requirements are summarized as follows. (INSERT SUMMARY)

14.1. Evidence of Insurance Compliance.

CONTRACTOR or its insurance broker shall deliver the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage to County. County may designate an insurance certificate processor (“Processor”) to accept and process CONTRACTOR’s proof of insurance. CONTRACTOR shall deliver copies of the actual insurance policies, renewals, or replacements directly to County or Processor upon their request.

15. TERMINATION.

15.1 County may terminate this Agreement without cause upon thirty (30) days written notice to the other party. Notice shall be deemed served on the date of mailing. If notice of termination for cause is given by County to CONTRACTOR and it is later determined that CONTRACTOR was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to this paragraph (15.1).

15.2 County may terminate this Agreement for cause immediately upon giving written notice to CONTRACTOR should CONTRACTOR materially fail to perform any of the covenants contained in this Agreement in the time and/or manner specified. In the event of such termination, County may proceed with the work in any manner deemed proper by County. If notice of termination for cause is given by County to CONTRACTOR and it is later determined that CONTRACTOR was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to paragraph (15.1) above.

15.3 County may terminate or amend this Agreement immediately upon giving written notice to CONTRACTOR, 1) if advised that funds are not available from external sources for this Agreement or any portion thereof, including if distribution of such funds to the County is suspended or delayed; 2) if funds for the services and/or programs provided pursuant to this Agreement are not appropriated by the State; 3) if funds in County's yearly proposed and/or final budget are not appropriated by County for this Agreement or any portion thereof; or 4) if funds that were previously appropriated for this Agreement are reduced, eliminated, and/or re-allocated by County as a result of mid-year budget reductions.

15.4 If this Agreement is terminated under paragraph 15.1 or 15.3 above, CONTRACTOR shall only be paid for any services completed and provided prior to notice of termination. In the event of termination under paragraph 15.1 or 15.3 above, CONTRACTOR shall be paid an amount which bears the same ratio to the total compensation authorized by the Agreement as the services actually performed bear to the total services of CONTRACTOR covered by this Agreement, less payments of compensation previously made. In no event, however, shall County pay CONTRACTOR an amount which exceeds a pro rata portion of the Agreement total based on the portion of the Agreement term that has elapsed on the effective date of the termination.

15.5 CONTRACTOR shall not incur any expenses under this Agreement after notice of termination and shall cancel any outstanding expenses obligations to a third party that CONTRACTOR can legally cancel.

16. INDEMNIFICATION.

To the fullest extent permitted by law, CONTRACTOR shall indemnify, protect, defend, and hold harmless County, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, resulting from, or related to, this Contract, and/or arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, except where such loss or damage was caused by the sole negligence, or willful misconduct of the County. The provisions of this section shall survive the completion, termination or suspension of this Contract.

17. NOTICE OF MATERIAL CHANGE IN BUSINESS.

CONTRACTOR agrees that, if it experiences a material change in its business during the term of this Contract, including, without limitation, a reorganization, restructuring, leveraged buyout, and/or bankruptcy, CONTRACTOR will immediately notify County.

18. PRIOR AGREEMENTS.

This Agreement constitutes the entire contract between COUNTY and CONTRACTOR regarding the subject matter of this Agreement. Any prior agreements, whether oral or written, between COUNTY and CONTRACTOR regarding the subject matter of this Agreement are hereby terminated effective immediately upon full execution of this Agreement.

19. MODIFICATION.

This Contract can only be modified by a written amendment signed by the parties.

19.1. Waivers.

Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this Agreement shall be valid unless made in writing and signed by both parties. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder. No interpretation of any provision of this Agreement shall be binding upon COUNTY unless agreed in writing by DIRECTOR and counsel for COUNTY.

19.2. Assignment.

A. CONTRACTOR shall obtain prior written approval from COUNTY before subcontracting any of the services delivered under this Agreement. CONTRACTOR remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. CONTRACTOR shall be held responsible by COUNTY for the performance of any subcontractor whether approved by COUNTY or not.

B. This Agreement is not assignable by CONTRACTOR in whole or in part, without the prior written consent of COUNTY.

CONTRACTOR

20. SEVERABILITY.

If any term or provision of this Contract shall, to any extent, be held invalid or unenforceable, the remainder of this Contract shall not be affected.

21. SUCCESSORS.

This Agreement shall bind the successors of COUNTY and CONTRACTOR in the same manner as if they were expressly named.

22. NO THIRD PARTY BENEFICIARY RIGHTS.

This Contract is entered into for the sole benefit of COUNTY and CONTRACTOR. No other parties are intended to be direct or incidental beneficiaries of this Contract and no third party shall have any right in, under or to this Contract.

23. NO JOINT VENTURE, PARTNERSHIP OR OTHER RELATIONSHIP CREATED.

The relationship between COUNTY and CONTRACTOR is that solely of a CONTRACTOR and a buyer and no joint venture, partnership or other relationship is created or implied by this Contract.

24. AUTHORITY TO EXECUTE.

WITNESS WHEREOF, the parties hereto have established that if the COUNTY AND CONTRACTOR perform pursuant to this agreement, that the contract is executed by behavior. The CONTRACTOR SHALL NOT PERFORM AS REQUIRED BY THIS AGREEMENT IF NOT AGREEABLE TO THE TERMS OF THIS CONTRACT.

25. SURVIVAL OF TERMS.

All services performed and deliverables provided pursuant to this Agreement are subject to all of the terms, conditions, price discounts and rates set forth herein, notwithstanding the expiration of the initial term of this Agreement or any extension thereof. Further, the terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Agreement shall so survive.

26. REPORTS

A. CONTRACTOR shall, without additional compensation therefor, make fiscal, program evaluation, progress, and such other reports as may be reasonably required by DIRECTOR concerning CONTRACTOR's activities as they affect the contract duties and purposes herein. COUNTY shall explain procedures for reporting the required information.

B. CONTRACTOR agrees that, pursuant to Government Code section 7522.56, CONTRACTOR shall make best efforts to determine if any of its employees or new hires providing direct services to the county are members of the Sacramento County Employees’ Retirement System (SCERS). CONTRACTOR further agrees that it shall make a report bi-annually (due no later than January 31st and July 31st) to the COUNTY with a list of its employees that are members of SCERS along with the total number of hours worked during the previous 6 months. This report shall be forwarded to issuing officer listed on page 1 of this Agreement.

C. CONTRACTOR’s failure to comply with relevant SB 1383 regulations, effective January 1, 2022, to include reporting requirements in the provision of Recycled-Content Paper Products and/or Printing and Writing Paper and/or Recovered Organic Waste Material is a material breach of this Contract. CONTRACTOR shall be required to submit SB 1383 compliance reports to the County as directed. Information on SB1383 can be found here: California’s Short-Lived Climate Pollutant Reduction Strategy

27. ECONOMIC SANCTIONS

Pursuant to California State Executive Order N-6-22 (Order) imposing economic sanctions against Russia and declaring support of Ukraine, County shall terminate any contract with any individual or entity that is in violation of the Order or that is subject to economic sanctions therein, and shall not enter a contract with any such individual or entity while the Order is in effect.

If the contract is $5 million or more, Contractor shall provide a written report to County within 60 days of the effective date of the contract or 60 days upon request regarding compliance with economic sanctions and steps taken in response to Russia’s action in Ukraine, including but not limited to, desisting from making new investments in, or engaging in financial transactions with Russia or Russian entities, and directly providing support to Ukraine, while the Order is in effect. The County shall keep the report on file as evidence of compliance with the Order.

Revised 3/18/22 Page 8