20260812_03010154_CTDOT_NHL_Signal_Equipment_Contract_PartIV.pdf

CONNECTICUT DEPARTMENT OF TRANSPORTATION

REQUEST FOR PROPOSALS

FURNISHING PRE-WIRED SIGNAL HOUSES AND CASES FOR THE NEW

HAVEN RAIL LINE

NORWALK, CT TO BRIDGEPORT, CT

CP-244 TO CP-257

Solicitation 26-CTRAIL-SIGNALS-1

August 12, 2026

PART 4: DRAFT CONTRACT BETWEEN THE STATE OF CONNECTICUT,

DEPARTMENT OF TRANSPORTATION AND [CONTRACTOR] FOR

FURNISHING PRE-WIRED SIGNAL HOUSES AND CASES

INDEX

ARTICLE 1. WORK AND PERFORMANCE REQUIREMENTS

ARTICLE 2. COMMENCEMENT OF WORK AND TERM

ARTICLE 3. PERSONNEL

ARTICLE 4. INSPECTION AND SHIPPING OF SIGNAL HOUSES AND CASES

ARTICLE 5. DELIVERY AND RECEIPT OF SPARE PARTS AND OTHER MATERIALS

ARTICLE 6. DELIVERY AND RISK OF LOSS

ARTICLE 7. DELAY IN PERFORMANCE

ARTICLE 8. ACCEPTANCE

ARTICLE 9. CORRECTION OF DEFICIENCIES

ARTICLE 10. OPTION WORK

ARTICLE 11. CHANGE ORDERS

ARTICLE 12. INVOICING AND PAYMENT

ARTICLE 13. REVIEW OF WORK & COOPERATION

ARTICLE 14. INSURANCE FOR CONTRACTOR AND SUBCONTRACTOR(S)

ARTICLE 15. BONDING REQUIREMENTS

ARTICLE 16. ASSIGNMENT OR TRANSFER OF CONTRACT

ARTICLE 17. PROTECTION OF CONFIDENTIAL INFORMATION

ARTICLE 18. WARRANTY OF NON-INFRINGEMENT; OWNERSHIP OF DOCUMENTS

ARTICLE 19. REGISTRATION AND REVISIONS IN ORGANIZATION

ARTICLE 20. DISPUTE RESOLUTION

ARTICLE 21. BREACH

ARTICLE 22. TERMINATION

ARTICLE 23. SUSPENSION OF THE WORK

ARTICLE 24. WARRANTY

ARTICLE 25. SYSTEM DEFECT

ARTICLE 26. TECHNOLOGY LICENSE

ARTICLE 27. SOFTWARE LICENSE

ARTICLE 28. STATUTORILY-REQUIRED PROVISIONS REGARDING INFORMATION TECHNOLOGY

ARTICLE 29. OFFICIAL NOTICE

ARTICLE 30. SUBCONTRACTORS

ARTICLE 31. INDEMNIFICATION

ARTICLE 32. STATE REQUIRED PROVISIONS

ARTICLE 33. ADDITIONAL PROVISIONS

ATTACHED SCHEDULES & TITLE VI ASSURANCES

SCHEDULE A - ACRONYMS, ABBREVIATIONS, AND DEFINITIONS

SCHEDULE B - TECHNICAL SPECIFICATIONS

SCHEDULE C - CONTRACT DRAWINGS

SCHEDULE D - PAYMENT SUMMARY

SCHEDULE E - STATE OF CONNECTICUT REQUIRED PROVISIONS

SCHEDULE F -FTA REQUIRED PROVISIONS

SCHEDULE G TITLE VI CONTRACTOR ASSURANCES

CONTRACT FOR DESIGN AND MANUFACTURE OF PRE-WIRED SIGNAL HOUSES AND CASES

FOR THE NEW HAVEN LINE CP-244 TO CP-257

THIS CONTRACT for the Design and Manufacture of Pre-Wired Signal Houses and Cases (“Contract”) concluded at Newington, Connecticut, by and between the State of Connecticut, Department of

Transportation, with its principal place of business at 2800 Berlin Turnpike, Newington, CT 06131, r

(“CTDOT”), and [INSERT NAME], authorized to do business in the State of Connecticut, having a principal place of business located at , acting herein by [INSERT NAME], (INSERT TITLE)

, duly authorized. (“CONTRACTOR”). CTDOT and

Contractor may be referred to each individually as a “Party” and collectively as the “Parties.”

WHEREAS, CTDOT conducted a competitive solicitation and selected Contractor to design, manufacture, test, and deliver Pre-Wired Signal Houses and Cases for the New Haven

Rail Line from CP-244 to CP-257 in the State of Connecticut;

WHEREAS, CONTRACTOR agrees to perform all work to deliver the signal houses and cases and supply all services as set forth in the Contract; and

WHEREAS, pursuant to § 13b-36(a) of the General Statutes of Connecticut, as revised

(“CGS”) the Commissioner is authorized to enter into this Contract.

NOW, THEREFORE, CTDOT AND CONTRACTOR MUTUALLY AGREE AS FOLLOWS:

Article 1. WORK AND PERFORMANCE REQUIREMENTS

1.1 The acronyms and definitions that apply to this Contract, including its attached

Schedules and Exhibits, are set forth in Schedule A attached to this Contract.

1.2 Contractor shall perform all services and provide all Equipment (collectively, the

"Work") in accordance with the Technical Specification attached as Schedule B and

Contract Drawings attached as Schedule C.

1.3 Contractor shall, throughout the Term, comply with all applicable Federal and State laws, regulations, codes, standards, guidelines, and guidance (collectively, the

"Requirements"), including without limitation the following, each as may be revised from time to time:

(a) Federal Railroad Administration regulations set forth at Title 49 of the Code

of. Federal Regulations; and

(b) Americans with Disabilities Act (ADA) (42 U.S.C. §§ 12101 et seq.) and associated regulations and guidance promulgated under the ADA, as applicable=.

In case of conflict between the Federal and State laws, regulations, codes, standards, guidelines, or guidance, the more stringent Requirement will prevail as the minimum with respect to the performance of Work under this Contract, except that in case of a conflict between a Federal statute or regulation and a State statute or regulation, the Federal statute or regulation shall prevail where the State statute or regulations is preempted by Federal law.

1.4 Upon prior written approval from CTDOT, Contractor may engage subcontractors to perform portions of the Work. In the event of subcontracting, Contractor shall impose onto its subcontractor(s) all requirements under this Contract related to such Work being subcontracted and, accordingly, include in its subcontracts all applicable "flow-down" provisions. Notwithstanding the ability to impose Work obligations onto its subcontractor(s), Contractor shall remain the responsible party for the successful completion of the Work to CTDOT's satisfaction under this Contract.

1.5 Contractor shall be responsible for paying any and all fines or damages (a) imposed for failure to comply with this Article 1, any applicable Requirements or (b) associated with any acts or omissions of Contractor, its employees, agents, representatives, and subcontractors with regard to their performance under this Contract. The cost of all such fines and damages are not transferable to CTDOT.

1.6 When directed by CTDOT, Contractor shall perform Change Order Work in accordance with written confirmation of the Change Order and all applicable requirements of this

Contract.

1.7 If any portion of the Work performed by Contractor or its subcontractor(s) is not completed to CTDOT's satisfaction, and if upon notification by CTDOT, Contractor fails to complete or correct (or have its subcontractor(s) complete or correct within the timeframe designated by CTDOT in its notification to Contractor, CTDOT reserves the right to arrange for others to complete or correct such Work and, at CTDOT's discretion, all costs and expenses incurred by CTDOT in doing so shall be deducted from any monies due or to become due to Contractor from CTDOT or shall otherwise be reimbursed by Contractor and its surety.

1.8 Contractor shall perform any additional work required in order to correct deficiencies resulting from the acts or omissions of Contractor or its subcontractor(s) performing under the Contract, as determined by CTDOT in its sole reasonable discretion, without charge to CTDOT. Any investigation associated with such additional work shall be performed by Contractor at its sole cost and expense and shall not be considered

Change Order Work.

1.9 When accessing the New Haven Line right of way, Contractor, and its subcontractors, shall comply with the requirements of CTDOT and Metro-North, as applicable, including without limitation, obtaining a permit to enter, as applicable, and requiring

Personnel to complete safety training. Contractor shall require its subcontractor(s) to comply with all such requirements as may be imposed by the host railroad. The costs to Contractor or any subcontractor associated with such host railroad requirements are not transferable to CTDOT.

Article 2. COMMENCEMENT OF WORK AND TERM

2.1 This Contract shall not be effective until the date it is approved by the Attorney

General (“Effective Date”). Once effective, the Contract itself is not an authorization for Contractor to begin performing Work. Contractor may begin to perform Work, or a portion of the Work, only after it has received from CTDOT a written NTP for the

Work or a portion of the Work. Performance without a written NTP from CTDOT is prohibited and done so at Contractor’s own cost and risk.

2.2 The term of the Contract shall commence on the Effective Date and extend through all Warranty Periods (the “Term”).

Article 3. PERSONNEL

3.1 Contractor shall ensure that the Work is performed by qualified and experienced personnel, including its own personnel and the personnel of its subcontractors

(collectively referred to for the purposes of this Article as “Personnel”). For purposes of this Article, “qualified” shall mean having satisfied the training requirements for a specified position and possessing the background, skills and experience necessary to fulfill the duties of the specified position as described in the Section 2.5 of the

Technical Specification referring to such specified position.

3.2 Contractor shall be and remain responsible for the performance of all of the Work, whether or not subcontracted, and shall utilize to the fullest extent the specialized expertise and experience of the Personnel designated to perform the Work.

3.3 Contractor shall ensure that Personnel designated to serve as liaison to CTDOT and/or provide support to CTDOT and its representatives (including Consultants and Metro-

North) are sufficiently fluent and versed in their speech, writing, and understanding of the English language so as to enable a facile and comprehensive language intercourse among Contractor, CTDOT, and their representatives, and to preclude misunderstandings and delays that might otherwise result.

3.4 CTDOT shall have the right to demand that Contractor immediately remove from

Work under the Contract any Personnel or subcontractor, when CTDOT determines, in its reasonable discretion, such removal to be in the best interest of the State by sending written notice from the Rail Administrator to Contractor’s designated project manager.

(a) In a timely fashion, Contractor shall secure replacement Personnel or a replacement subcontractor who possesses expertise and experience that, at the sole discretion of CTDOT provide the skill and experience that is needed for the Work to be performed by the replacement Personnel or subcontractor. CTDOT reserves the right to approve all replacement

Personnel and subcontractors prior to their commencement of any Work.

(b) Contractor shall be responsible for any additional costs and expenses caused by the need to replace Personnel or subcontractor(s). In no event shall any replacement of Personnel or subcontractor(s) result in an increase in compensation to be paid Contractor by CTDOT or a modification to the schedule set forth in the Scope of Work or the Milestones set forth in the

Payment Summary attached at Schedule D.

3.5 Contractor shall fully comply with all applicable laws, rules, and regulations with respect to workers’ compensation, social security, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjects.

Contractor agrees to comply with, if applicable, the prevailing wage requirements under State of Connecticut law.

3.6 Contractor shall ensure that its Personnel and any subcontractor personnel adhere to established security and/or property entrance policies and procedures when onsite at any CTDOT location or premises.

Article 4. INSPECTION AND SHIPPING OF EQUIPMENT

4.1 Contractor understands and agrees that no signal equipment shall be shipped to

CTDOT prior to CTDOT or its authorized representative inspecting the signal equipment and determining that each item is ready to be shipped, which shall be confirmed in a writing from CTDOT, which may be transmitted by electronic means.

Such determination by CTDOT shall not be deemed as acceptance of the or approval of the quality or sufficiency of Contractor’s Performance. Nor shall such determination make CTDOT responsible in any way for the quality or sufficiency thereof or constitute a waiver of any warranties or guaranties, release Contractor from any liability, or limit any of CTDOT’s remedies under this Contract.

4.2 Following a determination by CTDOT that any portion of the signal equipment is ready to ship, Contractor shall notify CTDOT of the date that each delivery will be shipped to CTDOT. Such notification shall be provided in writing at least ten (10) working days prior to each such shipping.

Article 5. DELIVERY AND RECEIPT OF SPARE PARTS AND OTHER MATERIALS

5.1 Contractor shall notify CTDOT via email not less than fourteen (14) days prior to shipment of spare parts and other materials as specified in the Contract that are to be shipped separately from the signal houses and cases.

5.2 Contractor shall arrange for delivery of:

(a) the spare parts and other materials (with the exception of precast concrete foundations for houses and cases) to the Connecticut Rail

Maintenance Facility; and.

(b) Foundations for houses and cases directly to the applicable Project storage yard site located within, Connecticut and specifically identified by

CTDOT.

5.3 In accordance with Technical Specification Section 19.1.5, the Contractor shall prepare a receiving report using a form preapproved by CTDOT listing any missing parts or damage that may have occurred during shipment. The report shall be signed by both Contractor and CTDOT’s authorized representative. All risk of loss and liability for any damage prior to receipt at the Connecticut Rail Maintenance Facility and

CTDOT’s sign-off on the receiving report shall be borne by Contractor.

5.4 On receipt of any such report which indicates a short shipment or damaged item, Contractor shall promptly replace any missing or damaged equipment and material to prevent delay to performance of the Work.

Article 6. DELIVERY AND RISK OF LOSS

6.1 Contractor shall deliver signal equipment in accordance with the schedule set forth in the Technical Specifications. CTDOT may delay deliveries at their sole discretion and no additional payment will be made if CTDOT directs the Contractor to store completed signal equipment and make deliveries later than called for in the Technical

Specifications. Deliveries will be made to CTDOT’s Installation Project storage yard sites which will be in Fairfield and New Haven County, Connecticut.

6.2 In accordance with Technical Specification Section 19.1.5, the Contractor shall prepare a receiving report using a form preapproved by CTDOT listing any missing parts or damage that may have occurred during shipment. The report shall be signed by both Contractor and CTDOT’s authorized representative. All risk of loss and liability for any damage prior to receipt at CTDOT’s Installation Project storage yard and

CTDOT’s sign-off on the receiving report shall be borne by Contractor.

Delivery of the houses, cases, spare parts, and other materials will not constitute acceptance by CTDOT or its approval of the quality or sufficiency of Contractor’s

Performance.

6.3 All risk of loss to the signal equipment or any part thereof, prior to Contractor’s delivery and CTDOT’s Conditional Acceptance shall be borne by Contractor. Risk of loss and liability for any damage or vandalism to signal equipment or any part thereof, including, but not limited to, that incurred during shipping prior to CTDOT’s

Conditional Acceptance, will remain with the Contractor.

6.4 Only CTDOT’s Conditional Acceptance of signal equipment will transfer to CTDOT the risk of loss of or to the signal equipment, unless the loss or damage was due to the act(s) or omission(s) of the Contractor and excepting Contractor’s Warranty obligations and such other requirements as contained within the Contract.

Article 7. DELAY IN PERFORMANCE

7.1 It is understood and agreed by Contractor that time is of the essence in the performance of the Work, of the character and quality specified in the Technical

Specification and this Contract. Accordingly, Contractor must meet the delivery schedule for signal equipment and the associated deliverables in accordance with the Technical Specifications.

7.2 In the event that any portion of the signal equipment is not manufactured and delivered in accordance with the Technical Specification by the date(s) set forth in the

Scope of Work, CTDOT may assess liquidated damages in the amount of Eight

Hundred Dollars ($800.00) per day per signal house or signal case not delivered to and Conditionally Accepted by CTDOT.

7.3 In the event of the following deliverables are not prepared and delivered in accordance with the Technical Specification, CTDOT may assess liquidated damages in the amount of One Thousand Dollars ($1,000.00) per day, for each item listed below with reference to CDRL:

(a) Documentation Set (as described in the Technical Specification at Section 22.2);

(b) Test Documentation (as described in the Technical Specification at Section

21.9);

(c) As-In-Service drawings (as described in the Technical Specification at Sections

2.3.53 and 22.5.2); and

(d) Training Deliverables including the Training Program Plan (as described in the

Technical Specification at Sections 20.2.1 through 20.3.7).]

7.4 In the event that the specialized tools and diagnostic equipment (as described in the

Technical Specification at Sections 21.12.2, 21.12.7, and 22.1.7) are not manufactured and delivered in accordance with the dates set forth in the Technical Specification, CTDOT may assess liquidated damages in the amount of One Thousand Dollars

($1,000.00) per day.

7.5 When a delay in performance occurs due to reasonable causes beyond the control of

Contractor, including but not limited to Force Majeure events, the time for performance and completion of the work may be adjusted and extended as required to accommodate the delays and their effect.

(a) The contractor must notify CTDOT in writing within fourteen (14) days after becoming aware of the possibility of delay and any reasons for the delay and its estimated duration.

(b) Upon receipt of a written request and justification for any extension from

Contractor, CTDOT may extend the time for performance of the Work, at

CTDOT’s sole discretion, for good cause shown by Contractor.

7.6 In the event that Contractor is rendered unable wholly or in part by a Force Majeure to carry out its obligations under this Contract, it is agreed that on notice to CTDOT setting forth the particulars of such Force Majeure, in writing, the obligations of

Contractor to the extent affected by such Force Majeure shall be suspended during the continuance of any inability so caused, and such cause shall as far as possible be remedied with reasonable dispatch. Upon reengagement of Work, Contractor and

CTDOT will formulate and agree upon an updated project schedule, taking into account the timeframe that has passed since the work stoppage, necessary time to resume or re-create any previously completed tasks due to damaged or missing equipment and any associated time periods for shipment and/or manufacture of equipment.

Article 8. ACCEPTANCE

8.1 CTDOT will commence to make arrangements for Conditional Acceptance inspection and testing as expeditiously as possible after delivery. The Parties shall jointly perform

Conditional Acceptance inspection and testing in accordance with the agreed- upon test plan pursuant to Technical Specification Sections 19 and 21. Contractor and

CTDOT shall each ensure that it has a representative present during all onsite inspection and testing for Conditional Acceptance.

8.2 CTDOT will advise Contractor of any defects by reason of which CTDOT cannot make its Conditional Acceptance of the signal houses and cases in a written notice of rejection. Upon CTDOT’s issuance of a notice of rejection, which may be transmitted by electronic means, the signal houses and cases(s) will be turned back to Contractor for appropriate corrective action(s). After Contractor has completed its corrective work, CTDOT and Contractor shall re-commence its Conditional Acceptance inspection and testing of the signal houses and cases.

8.3 If, during Conditional Acceptance inspection, CTDOT determines that signal houses or cases are suitable for installation and subsequent testing, but not compliant with one or more Technical Specification requirement(s) and requires corrective action(s), CTDOT may, at its discretion, issue a certificate of conditional acceptance” for the signal houses and cases(s), which shall be signed by CTDOT and Contractor. Such

Conditionally Accepted signal houses and cases shall then be available to CTDOT for installation and testing until such time as Contractor is able to perform the necessary corrective action(s).

8.4 The Warranty Period for the respective signal houses and cases and its parts shall commence upon Final Acceptance, except for those parts requiring corrective action.

8.5 CTDOT will determine Final Acceptance of each signal house and case, provided any deficiencies noted during Conditional Acceptance are corrected to CTDOT’s satisfaction as determined at its sole discretion.

Article 9. CORRECTION OF DEFICIENCIES

9.1 In addition to the Conditional Acceptance process, if CTDOT determines that a deficiency exists in the signal houses and cases or any of the spare parts or other materials and deliverables accepted by CTDOT under this Contract, CTDOT shall promptly notify Contractor of the deficiency, in writing, within ten (10) days. Upon timely notification of the existence of such a deficiency, or if Contractor independently discovers a deficiency in accepted material, Contractor shall promptly submit to CTDOT in writing within ten (10) days his recommendation for corrective actions, together with supporting information in sufficient detail for CTDOT to determine what corrective action, if any, shall be undertaken.

9.2 Within ten (10) days after receipt of Contractor’s recommendations for corrective action and adequate supporting information, CTDOT shall give Contractor written notice (1) not correct a deficiency, or (2) to correct or partially correct any deficiency within a reasonable amount of time and at a specified location.

9.3 Contractor shall promptly comply with any timely written direction by CTDOT to correct or partially correct a deficiency, at no increase in cost to CTDOT. Contractor shall also prepare and furnish to CTDOT data and reports applicable to any correction required under this section (including revision and updating of all other affected data called for under this Contract) at no increase in the Contract price.

9.4 In the event of timely notice of a decision not to correct or only to partially correct, Contractor shall promptly submit a technical and cost proposal to amend the Contract to permit acceptance of the affected material in accordance with the revised requirements, and an equitable reduction in the pricing set forth in Schedule D

Payment Summary shall promptly be negotiated by the parties and reflected in a supplemental agreement to this Contract.

9.5 If Contractor becomes aware at any time before acceptance by CTDOT (whether before or after tender to CTDOT) that a deficiency exists in any material, he shall promptly correct the deficiency or, if he elects to invoke the procedures in section

11.1 above, Contractor shall promptly communicate information concerning the deficiency to CTDOT, in writing, together with detailed recommendation for corrective action.

9.6 In no event shall CTDOT be responsible for extension or delays in the scheduled deliveries or periods of performance under this Contract as a result of Contractor’s obligations to correct deficiencies, nor shall there be any adjustment of the delivery schedule or period of performance as a result of such correction of deficiencies, except as may be agreed to by CTDOT, in a supplemental agreement with adequate consideration.

9.7 It is hereby specifically recognized and agreed by the parties hereto that this clause shall not be construed as obligating CTDOT to increase the pricing set forth in

Schedule D Payment Summary.

9.8 When CTDOT returns material to Contractor for correction or replacement pursuant to this section, Contractor shall be liable for transportation charges up to an amount equal to the cost of transportation by the usual commercial method of shipment from the designated destination point under this Contract to Contractor’s plant, in addition to any charges provided for by section 9.9 below. Contractor shall also bear the responsibility and the risk of loss for the material while in transit.

9.9 When compliance with this Article by Contractor involves shipment of corrected or replacement material from Contractor to CTDOT, Contractor shall be liable for transportation charges up to an amount equal to the cost of transportation by the usual commercial method of shipment from the Contractor’s plant to the designated destination point under this Contract, in addition to any charges provided for by section 9.8. above. Contractor shall also bear the responsibility and the risk of loss for the material while in transit.

9.10 If Contractor fails or refuses to:

(a) Correct the material, or

(b) Replace the material - and if Contractor fails to furnish timely disposition instructions, CTDOT may dispose of non-conforming supplies for Contractor’s account in a reasonable manner, in which case CTDOT is entitled to reimbursement from Contractor or from the proceeds for the reasonable expenses of care and disposition, as well as for excess costs incurred or to be incurred; and

(c) Obtain applicable data and reports; and charge to the Contractor the cost occasioned to CTDOT thereby.

9.11 Any supplies or parts thereof corrected or furnished in replacement and any services re-performed pursuant to this Article shall also be subject to all the provisions of the section to the same extent as supplies or services initially accepted.

9.12 Contractor shall be liable for reasonable cost of disassembly/reassembly of larger items necessary to remove the supplies to be inspected and/or returned for correction or replacement.

Article 10. OPTION EQUIPMENT

10.1 CTDOT may request that the Contractor supply Equipment for additional locations along the New Haven Line. In such event, CTDOT will provide the location(s) and applicable modifications to the Technical Specification for the base Equipment applicable to this option Equipment.

10.2 No later than fifteen (15) business days after the Contractor receives CTDOT’s request

(or later period of time allowed by CTDOT), the Contractor shall, at Contractor’s own cost and expense, provide CTDOT with a written statement describing the scope of work and pricing specific to the option Equipment given the modifications to the

Technical Specification, including an explanation for the price increase or decrease from the per unit cost of the base Equipment, and schedule for delivery.

10.3 Upon mutual agreement of CTDOT and the Contractor to scope, pricing, and schedule for the option Equipment, CTDOT will issue a written confirmation of a Change Order in accordance with Section 11.3 and Contractor shall commence performance accordingly.

Article 11. CHANGE ORDERS

11.1 CTDOT reserves the right to modify the scope of Work and Technical Specification, including without limitation to address work required to be performed on an emergency basis, and accordingly, may, at any time during the Term, issue a Change

Order to the Contractor to effectuate the modification. CTDOT shall address the Change

Order to the Contractor’s authorized designee and may transmit the Change Order by electronic means.

(a) As soon as possible after the Contractor receives a Change Order, but in no event later than fifteen (15) business days thereafter, the Contractor shall, at

Contractor’s own cost and expense, provide CTDOT with a written statement either confirming that the Change Order has no price impact on the Contract or providing an explanation for the price increase or decrease, and if applicable, needed schedule adjustment, involved in implementing the

Change Order with all supporting documentation required by CTDOT. Such written statement and supporting documentation should be addressed to the

Engineer and may be submitted by electronic means.

(b) If the Contractor fails to respond in writing to CTDOT within the fifteen (15) business day time period, then Contractor shall be obligated to comply with the Change Order but without the benefit of any price increase adjustment.

The Parties may agree to a reasonable adjustment in such response time period by the exchange of mutual written consent by the authorized designees of the Parties.

11.2 If the Contractor identifies needed modifications to the Scope of Work, then the

Contractor shall prepare and submit to CTDOT a written request for a Change Order for the proposed modification, including an explanation for the requested modifications and a statement of the price impact, if any, and if applicable, needed schedule adjustment. Such written request should be addressed to the Engineer and may be submitted by electronic means. If such request is approved by CTDOT, CTDOT will issue a written confirmation of the Change Order in accordance with section

11.4.

11.3 The Change Order will not be effective and the Contractor shall not commence performance of the work required under the Change Order (the “Change Order

Work”) until CTDOT issues to the Contractor a written confirmation of the Change

Order signed by the Rail Administrator or his/her authorized designee. Such written confirmation may be transmitted by electronic means.

11.4 The Contractor shall promptly perform and complete the Change Order Work in accordance with any time frames or deadlines set forth in CTDOT’s written confirmation of the Change Order.

Article 12. INVOICING AND PAYMENT

12.1 Work performed is eligible for invoicing and payment only when Contractor successfully completes, to CTDOT’s satisfaction, the Work, and submits valid, properly prepared invoices, containing a level of detail as set forth below that can be approved for processing, all in accordance with the following requirements:

(a) In no event shall the amount set forth in any invoice submitted by Contractor exceed the agreed-upon amount set forth on the Milestone Table on the

Payment Summary attached at Schedule D;

(b) Contractor shall prepare a written certification at the time of completion of each Milestone or Work item certifying the successful completion of the applicable Milestone or Work item and forward it to CTDOT with the applicable invoice;

(c) Documentation must be on file with Contractor and forwarded to CTDOT with each invoice to support Contractor's invoice;

(d) Contractor's invoices shall reference the CORE I.D.# provided by CTDOT and, as applicable, the payment item, any applicable Change Order item, and be accompanied by a completed form titled “Invoice Summary and Processing

(ISP) form” (available from CTDOT’s website www.ct.gov/dot as a fillable .xls file) and be submitted to the address and in the manner as stated on the ISP form;

(e) All invoices must meet or exceed generally accepted accounting standards and must be in a format acceptable to CTDOT; and

(f) Contractor's invoices may not be submitted more frequently than monthly.

12.2 CTDOT shall pay all undisputed portions of the invoices submitted by Contractor in US dollars within sixty (60) calendar days from date of CTDOT’s receipt of the properly prepared invoice.

12.3 If an audit should disclose any payment to Contractor that exceeds 100% of

Contractor's invoiced amount, this excess shall be returned to CTDOT within sixty (60) days from the date that CTDOT notifies Contractor of the excess payment.

12.4 An invoice, or portion thereof, submitted by Contractor may be rejected by CTDOT for any or all of the following reasons:

(a) The amount invoiced is inconsistent with the Milestone Table or the Payment

Summary;

(b) The invoice is for performance of Work under the Contract that is in dispute or for which Contractor has failed to otherwise comply with applicable

Contract provision(s);

(c) The item or services presented in the invoice have not been accepted by

CTDOT as successfully completed in accordance with the Contract

Documents;

(d) The quantity of items delivered by Contractor is less than the quantity invoiced.

(e) The items or services delivered by Contractor, and being invoiced, do not meet the quality requirements set forth in this Contract;

(f) Contractor has not submitted satisfactory supporting documentation or other evidence required by CTDOT for processing of invoices, as set forth in section 12.1 or

(g) The invoice is not properly prepared or does not contain a level of detail as set forth in section 12.1.

If CTDOT rejects an invoice in its entirety pursuant to this section 12.4, CTDOT will use best efforts to notify Contractor by way of Official Notice within ten (10) business days of CTDOT’s receipt of the invoice, but failure to so notify Contractor within such timeframe shall in no way obligate CTDOT to pay any disputed amounts invoiced it has rejected pursuant to section 12.4. If CTDOT dispute(s) any item(s) or amount(s) on an invoice, it shall provide a written statement to Contractor as to the error or objection and pay any undisputed item(s) or amount(s) item no later than the date upon which payment is due. Within thirty (30) days thereafter, Contractor shall provide CTDOT with additional documentation to demonstrate the accuracy of the invoice or it will correct the invoice. The objection will be considered resolved unless

CTDOT provides additional written objection to be Contractor within thirty (30) days of receipt of Contractor’s additional documentation or revised invoice

12.5 If CTDOT objects to any invoice or portion thereof, it shall pay the undisputed amount and provide a written statement to Contractor as to its objection no later than the date upon which payment is due. Within thirty (30) Days thereafter, Contractor shall provide CTDOT with additional documentation to demonstrate the accuracy of the invoice or it will correct the invoice. The objection will be considered resolved unless

CTDOT provides additional written objection to be Contractor within thirty (30) Days of receipt of Contractor’s additional documentation or revised invoice.

12.6 Payment for Milestones is conditioned on Contractor completing performance of the

Work for the Milestone in the sequential order listed on the Milestone Table, unless otherwise as specified therein or as CTDOT may approve in advance during the Term.

12.7 In signing and submitting the ISP and invoice, Contractor represents and warrants that it has clear title to all materials and supplies for the Work included on the invoices for payment, and neither Contractor or its subcontractor(s) has subjected any such materials or supplies to any chattel mortgage or purchased them under a conditional sales or other agreement by which an interest is retained by the seller.

Article 13. REVIEW OF WORK & COOPERATION

13.1 CTDOT shall have the right to review at any time, the Work performed under this

Contract. Contractor shall be and remain fully responsible for the Work performed under this Contract, and any review by CTDOT shall not relieve Contractor of this responsibility.

13.2 Contractor shall:

(a) cooperate with staff, representatives, and contractors of CTDOT and individuals or entities identified by CTDOT on a reasonable basis including, without limitation, consultants to CTDOT, Metro-North Railroad, and consultants to Metro-North;

(b) attend such meetings, discussions, hearings as may be reasonably requested from time to time by CTDOT to effectuate this cooperation; and

(c) comply with all directives reasonably given by CTDOT with respect to specific coordination required with the aforementioned individuals or entities.

Article 14. INSURANCE FOR CONTRACTOR AND SUBCONTRACTOR(S)

14.1 Contractor shall carry, and shall require its subcontractor(s) to carry, at no direct cost to CTDOT, for the duration of the Contract (unless otherwise specified below), the following insurance coverages and minimum limits as described in (a) through (c) below, with CTDOT its officers, agents and employees being named an additional insured party.

(a) Commercial General Liability Insurance providing for a total limit of

$1,000,000 combined single limit per occurrence for all damages arising out of bodily injury, personal injury to or death of all persons, and for all damages arising out of injury to or destruction of property, and, subject to that limit per accident, an aggregate limit of Two Million Dollars ($2,000,000) for all damages arising out of bodily injuries to or death of all persons in all accidents or occurrences and out of injury to or destruction of property during the policy period. Coverage shall include Premises and Operations, Independent

Contractors, Products and Completed Operations, Contractual Liability and

Broad Form Property Damage coverage.

(b) Automobile Liability Insurance with respect to the operation of all motor vehicles providing for a total limit of $1,000,000 combined single limit per accident for bodily injury to or death of all persons in any one accident or occurrence, and for all damages arising out of injury to or destruction of property. Coverage extends to owned, hired, borrowed and non-owned automobiles used in connection with the Work. In cases where an insurance policy shows an aggregate limit as part of the automobile liability coverage, the aggregate limit must be at least Two Million Dollars ($2,000,000);

(c) Workers’ Compensation and Employers Liability Insurance providing statutory coverage in compliance with the workers compensation laws of the

State. Coverage shall include Employer’s Liability with minimum limits of

$100,000 each accident, $500,000 Disease Policy limit, $100,000 each employee.

(d) As applicable, with respect to any design or engineering services performed as part of the Work, Professional Liability Insurance for errors and omissions in the minimum amount of One Million Dollars ($1,000,000), with the appropriate and proper endorsement to its Professional Liability Policy to cover the Indemnification clause (set forth in section 34.5 as the same relates to negligent acts, errors or omissions in the Work performed by the

Contractor or its subcontractor(s) providing design services, as applicable.

Contractor, or its subcontractor(s) may, at its election, obtain a policy containing a maximum Two Hundred Fifty Thousand Dollars ($250,000) deductible clause, but if it should obtain a policy containing such a deductible clause, Contractor, or its subcontractor(s) shall be liable to the extent of the deductible amount. Contractor, or its subcontractor(s) shall maintain this

Professional Liability insurance coverage for a period of three (3) years from the date of Conditional Acceptance of the final signal houses and cases subject to the continued commercial availability of such insurance.

14.2 From the date of delivery of the first signal houses and cases and continuing through the date of Conditional Acceptance of the final signal houses and cases, and completion of all testing, Contractor shall carry, and shall require any of its contractor(s) participating in Conditional Acceptance testing, if any, to carry:

(a) Railroad Liability Insurance providing for a total limit of $1,000,000 combined single limit per occurrence for all damages arising out of bodily injury, personal injury to or death of all persons, and for all damages arising out of injury to or destruction of property, and, subject to that limit per accident, an aggregate limit of Two Million Dollars ($2,000,000) for all damages arising out of bodily injuries to or death of all persons in all accidents or occurrences and out of injury to or destruction of property during the policy period. Coverage shall include Premises and Operations, Independent Contractors, Products and Completed Operations, Contractual Liability and Broad Form Property

Damage coverage. The Contractual Liability coverage shall not include exclusions or restrictions related to railroad operations within fifty (50) feet of a railroad. CTDOT, its officers, agents and employees, Amtrak, and Metro-

North Railroad shall be named as additional insured parties.

(b) Railroad Protective Liability Insurance with coverage limits of not less than

Two Million Dollars ($2,000,000) per occurrence for all damages arising out of any one accident or occurrence in connection with bodily injury to, or death of, all persons or injury to or destruction of property, and, subject to that limit per accident, an aggregate limit of Six Million Dollars ($6,000,000) for all injuries to persons or property during the policy period, and with all entities falling within any of the following named as insured parties: (i) the owner of the railroad right-of-way, (ii) the owner of any railcar licensed or permitted to travel within that affected portion of railroad right-of-way, (iii) the operator of any railcar licensed or permitted to travel within that affected portion of the railroad right-of-way, (iv) CTDOT, and (v) any other party with an insurable interest.

14.3 Contractor shall assume any and all deductibles in the described insurance policies.

Contractor’s and subcontractor’s insurers shall have no right of recovery or subrogation against CTDOT and the described insurance shall be primary coverage.

Any failure to comply with the claim reporting provisions of the policy shall not affect coverage provided to CTDOT. Claims made policies are not allowed.

14.4 In the event Contractor, or its subcontractor(s), as applicable, secures excess/umbrella liability insurance to meet the minimum coverage requirements for

Commercial General Liability or Automobile Liability Insurance coverage, CTDOT must be named as an additional insured on that excess/umbrella liability insurance policy.

14.5 The required insurance coverage of the types and minimum limits as required by the

Contract must be provided by an insurance company or companies, with each company, or if it is a subsidiary then its parent company, authorized pursuant to the

Connecticut General Statutes to write insurance coverage in the State of Connecticut and/or in the state in which it, or in which the parent company, is domiciled. In either case, the company must be authorized to underwrite the specific line coverage.

14.6 Contractor shall provide to CTDOT evidence of all required insurance coverages by submitting a certificate of insurance on the form(s) acceptable to CTDOT fully executed by an insurance company or companies satisfactory to CTDOT.

14.7 Contractor shall produce, and require any subcontractors, as applicable, to produce, within five (5) business days, a copy or copies of all applicable insurance policies when requested by CTDOT. In providing said policies, Contractor, or its subcontractor(s), as applicable, may redact provisions of the policy that are proprietary. This provision shall survive the termination of the Contract. Contractor agrees to notify CTDOT with at least thirty (30) days prior notice of any cancellation or change in the insurance coverage required under this Contract.

Article 15. BONDING REQUIREMENTS

15.1 Contractor shall furnish the following bonds in such form and substance as approved by CTDOT (collectively, the “Bonds”) and maintain them throughout the Term and update as needed, as set forth in this Article. The Bonds shall satisfy the following minimum requirements:

(a) It shall be issued and executed by a surety reasonably acceptable to CTDOT and authorized to transact business in the State of Connecticut with a listing on the U.S. Department of Treasury’s Listing of Approved Sureties

(Department Circular 570);

(b) It must be signed by an official of Contractor, with the signature placed above his/her official title and the corporate seal affixed over the signature;

(c) It must be signed by an official of the surety company with the corporate seal affixed over his/her signature;

(d) The principal and the surety signatures must be witnessed by two witnesses whose signatures must appear on the Performance Bond; and

(e) Any power of attorney for the official signing the bond for the surety company must be submitted with the Bonds. The Bonds and all replacements and substitutions shall be held by CTDOT.

15.2 Performance Bond. A Performance Bond will be required in the amount of the Base

Order Pricing and shall adjusted accordingly throughout the Term as Contractor completes Work. Such bond must be received prior to issuance of NTP. It is the responsibility of Contractor to ensure that its bond is updated as required.

15.3 Payment Bond. A payment bond will be required in the amount of Two Million Five

Hundred Thousand Dollars ($2,500,000.00). Such bond must be received prior to issuance of NTP. It is the responsibility of Contractor to ensure that its bond is updated as required.

15.4 Warranty Bond. Prior to CTDOT’s issuance of Conditional Acceptance of each signal house and case, Contractor shall furnish a warranty bond in the amount totaling twenty-five percent (25%) of the cost of the signal houses and cases and maintain the warranty bond throughout the Warranty Period of each signal house and case to protect against faulty materials or workmanship.

The bond shall secure Contractor's obligation during the Warranty Period to provide required technical support and services and replace or repair defective materials and faulty workmanship for a minimum period of two (2) years after issuance of Final

Acceptance.

15.5 The Bonds shall not be considered a measure or limit of CTDOT’s damages upon or following a Breach by Contractor. The Bonds may be drawn upon by CTDOT without prejudice to any remedy or remedies which CTDOT may have. Except in circumstances where there is a dispute between the Parties, the Bonds shall terminate and be released by CTDOT not sooner than six (6) months after the expiration of the Contract or earlier termination of the Contract.

Article 16. ASSIGNMENT OR TRANSFER OF CONTRACT

16.1 Contractor shall not sell, transfer, assign, or otherwise dispose of the Contract or any portion of it, or of the Work provided for in the Contract, or of its right, title, or interest in the Contract, to any person, party, entity, firm, partnership, company or corporation without the prior written consent of CTDOT. Any such prohibited action shall be void and of no force or effect. Violation of the above stipulation shall be deemed a Breach, CTDOT shall have the right to terminate this Contract without liability.

16.2 Contractor shall not subcontract any portion of the Work required for the completion of this Contract without the prior written approval of CTDOT. The form of any subcontract shall be as developed by Contractor and must be approved by CTDOT.

16.3 CTDOT may assign this Contract, in full or in part, at any time without the consent of

Contractor and will provide Official Notice to Contractor regarding such assignment.

Article 17. PROTECTION OF CONFIDENTIAL INFORMATION

17.1 Contractor and Contractor Parties, at their own cost and expense, have a duty to and shall protect from a Confidential Information Breach any and all Confidential

Information which they come to possess or control, wherever and however stored or maintained, in a commercially reasonable manner in accordance with current industry standards.

17.2 Contractor and Contractor Parties each shall develop, implement and maintain a comprehensive data - security program for the protection of Confidential

Information. The safeguards contained in such program shall be consistent with and comply with the safeguards for protection of Confidential Information, and information of a similar character, as set forth in all applicable federal and state law and the written policy of CTDOT or the State concerning the confidentiality of

Confidential Information. Such data-security program shall include, but not be limited to, the following:

(a) A security policy for employees related to the storage, access and transportation of data containing Confidential Information;

(b) Reasonable restrictions on access to records containing Confidential

Information, including access to any locked storage where such records are kept;

(c) A process for reviewing policies and security measures at least annually;

(d) Creating secure access controls to Confidential Information, including but not limited to, passwords; and

(e) Encrypting of Confidential Information that is stored on laptops, portable devices or being transmitted electronically.

17.3 Contractor and Contractor Parties shall notify CTDOT and the Attorney General as soon as practicable, but no later than twenty-four (24) hours after they become aware of or suspect that any Confidential Information which Contractor or Contractor

Parties have come to possess, or control has been subject to a Confidential

Information Breach. If a Confidential Information Breach has occurred, Contractor shall, within three (3) business days after the notification, present a credit monitoring and protection plan to the Commissioner of Administrative Services CTDOT, and the

Connecticut Office of the Attorney General, for review and approval. Such credit monitoring or protection plan shall be made available by Contractor at its own cost and expense to all individuals affected by the Confidential Information Breach. Such credit monitoring or protection plan shall include, but is not limited to, reimbursement for the cost of placing and lifting one (1) security freeze per credit file pursuant to CGS § 36a-701a. Such credit monitoring or protection plans shall be approved by CTDOT in accordance with this Section and shall cover a length of time commensurate with the circumstances of the Confidential Information Breach.

Contractors’ costs and expenses for the credit monitoring and protection plan shall not be recoverable from CTDOT, any State of Connecticut entity or any affected individuals.

17.4 Contractor shall incorporate the requirements of this Article 17 in all subcontracts requiring each Contractor Party to safeguard Confidential Information in the same manner as provided for in this Article 17.

17.5 Nothing in this Article 17 shall supersede in any manner Contractor’s or Contractor

Party’s obligations pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or the…