Contract clauses, price adjustments, terms & conditions, and standard agreements
§6-101 Contract Clauses and Their Administration
(1) Contract Clauses
The Director of Procurement may promulgate procedures permitting or requiring the inclusion of clauses providing for adjustments in prices, time of performance, or other contract provisions as appropriate covering the following subjects:
- (a) The unilateral right of the County to order in writing:
- (i) Changes in the work within the scope of the contract;
- (ii) Temporary stopping work or delaying performance; and
- (iii) Changes in the time of performance of the contract that do not alter the scope of the contract work.
- (b) Variations occurring between estimated quantities of work in a contract and actual quantities;
- (c) Suspension of work ordered by the County; and
- (d) Site conditions differing from those indicated in the contract, or ordinarily encountered, except that differing site conditions clauses promulgated by the Director of Procurement need not be included in a contract:
- (i) When the contract is negotiated.
- (ii) When the contractor provides the site or design; or
- (iii) When the parties have otherwise agreed with respect to the risk of differing site conditions.
(2) Price Adjustments
- (a) Adjustments in price pursuant to clauses promulgated under Subsection (1) of this Section shall be computed in one or more of the following ways:
- (i) By agreement on a fixed-price adjustment before commencement of the pertinent performance or as soon thereafter as practicable;
- (ii) By unit prices specified in the contract or subsequently agreed upon;
- (iii) By the costs attributable to the events or situations under such clauses with adjustment of profit or fee, all as specified in the contract or subsequently agreed upon;
- (iv) In such other manner as the contracting parties may mutually agree; or
- (v) In the absence of agreement by the parties, by a unilateral determination by the County of the costs attributable to the events or situations as computed by the County.
- (b) A contractor shall be required to submit cost or pricing data if any adjustment in contract price is subject to the provisions of §3-403 (Substantiation of Offered Prices).
- (c) The Director of Procurement is authorized to accept and approve voluntary price adjustments that reduce the price (cost) of a previously approved procurement provided there is no material change to the specifications, scope of work, or conditions of the subject procurement.
(3) Additional Contract Clauses
The Director of Procurement may promulgate procedures including, but not limited to, procedures permitting or requiring the inclusion in County contracts of clauses providing for appropriate remedies and covering the following subjects:
- (a) Liquidated damages as appropriate;
- (b) Specified excuses for delay or nonperformance;
- (c) Termination of the contract for default; and
- (d) Termination of the contract in whole or in part for the convenience of the County.
(4) Modification of Contract Clauses
The Director of Procurement may vary the clauses promulgated under Subsection (1) and Subsection (3) of this Section for inclusion in any particular County contract; provided that any variations are supported by a written determination that states the circumstances justifying such variation, they are approved by the County Attorney, and provided that notice of any such material variation is stated in the subject solicitation, if applicable.
(5) Standard Purchase Order Terms and Conditions
The Director of Procurement, upon consultation and approval by the County Attorney, shall develop and maintain Standard Purchase Order Terms and Conditions for use with Purchase Orders (POs), Contract Purchase Agreements (CPAs), and Blanket Purchase Agreements (BPAs) by all departments and agencies under the Board of County Commissioners. The Standard Purchase Order Terms and Conditions (attached hereto as “Attachment 3”) shall also be approved by the Board of County Commissioners and any substantial modification of the same shall be approved by the Board of County Commissioners. As needed, the Director of Procurement shall have the authority to modify the approved Standard Purchase Order Terms and Conditions attached to POs, CPAs, and/or BPAs, provided that such modifications (1) do not, in a substantial and harmful way, increase the County’s liability or decrease the County’s legal protections, (2) are reviewed and approved the County Attorney’s Office for legal sufficiency, (3) are deemed to be in the County’s best interest, and (4) do not adversely impact competing vendors.
(6) Standard Agreements
The Director of Procurement, upon consultation and approval by the County Attorney, shall develop and maintain Standard Agreements for use by all departments and agencies under the Board of County Commissioners. The Standard Agreements (attached hereto as “Attachment 4”) shall be approved by the Board of County Commissioners and any modification of the same shall be approved by the Board of County Commissioners. As needed, the Director of Procurement shall have the authority to modify the approved Standard Agreements, provided that such modifications (1) do not, in a substantial and harmful way, increase the County’s liability or decrease the County’s legal protections, (2) are reviewed and approved the County Attorney’s Office for legal sufficiency, (3) are deemed to be in the County’s best interest, and (4) do not adversely impact competing vendors.