3515R08 - Appendix A - Sample Contract.pdf

APPENDIX A

SAMPLE CONTRACT

CONTRACT (3515R08)

THIS CONTRACT to install short and long term instrumentation on bridges to monitor certain types of bridges with the specific purpose of capturing specific data for PENNDOT’s Instrumentation and Monitoring of Pennsylvania’s Bridges (“Contract”) is entered into this ________ day of ___________, 20___, by and between the Commonwealth of Pennsylvania, acting through the Department of Transportation ("PENNDOT"), and

_______________________________ (“CONTRACTOR”).

WITNESSETH:

WHEREAS, PENNDOT issued a Request For Proposals to install short and long term instrumentation and monitoring on bridges to monitor certain types of bridges with the specific purpose of capturing specific data for the “Instrumentation and Monitoring of Pennsylvania’s Bridges,” RFP No. 3515R08 (“RFP”); and, WHEREAS, CONTRACTOR submitted a proposal in response to the RFP; and, WHEREAS, PENNDOT determined that CONTRACTOR’s proposal, was the most advantageous to the Commonwealth after taking into consideration all of the evaluation factors set forth in the RFP and selected CONTRACTOR for contract negotiations; and

WHEREAS, PENNDOT and CONTRACTOR have negotiated this Contract as their final and entire agreement to provide continued administration of a statewide color photographic driver license and identification card system.

NOW THEREFORE, intending to be legally bound hereby, PENNDOT and CONTRACTOR agree as follows:

Incorporation by Reference

1. The foregoing recitals are incorporated by reference as a material part of this Contract.

CONTRACTOR’S Strategic Plan

2. CONTRACTOR shall, in accordance with the terms and conditions of this Contract, provide a strategy to PENNDOT to provide continued administration of a statewide color photographic driver license and identification card system as more fully defined in the RFP and any addenda, including all other referenced Appendices not specifically enumerated in paragraph 8 below, which is attached hereto as Exhibit “B” and made part of this Contract.

Contract Term and Extension

3. CONTRACTOR agrees that the services shall be performed during the contract period of sixty (60) months following the date of the Notice to Proceed of this Contract by PENNDOT. PENNDOT’S Contracting Officer may renew this contract upon the same terms and conditions, incrementally, for a period of up to 60 months, by written notification to the CONTRACTOR by the Contracting Officer. In addition, the Commonwealth reserves the right upon written notification to the CONTRACTOR by PENNDOT’s Contracting Officer to extend the term of the Contract for up to three (3) months upon the same terms and conditions. This right to extend the Contract in no way minimizes PENNDOT’s right to the timely receipt of the project deliverables as specified in the RFP.

Reimbursement

4. PENNDOT shall pay the CONTRACTOR during the existence of this Contract for work completed in accordance with the terms and conditions of the Contract and the CONTRACTOR’S Cost Submittal, dated (INSERT DATE), which is attached hereto and made part of this Contract as Exhibit “D,” for the maximum amount of (SPELL OUT DOLLARS AND CENTS) ($INSERT ACTUAL DOLLAR AND CENTS) for the time period set forth in paragraph 2 above of this Contract.

Bound by the Terms and Conditions

5. PENNDOT and CONTRACTOR shall agree to be bound by the IT Contract Terms and Conditions, which is attached hereto as Exhibit “C” and made part of this Contract.

CONTRACTOR’S Technical Submittal

6. CONTRACTOR shall provide continued administration of a statewide color photographic driver license and identification card system as described in its Technical Submittal, which is attached hereto as Exhibit “E” and made part of this Contract.

Diverse Business Solicitation

CONTRACTOR’S Diverse Business Submittal

7. CONTRACTOR agrees that documentation of good faith efforts to solicit subcontractors that are diverse businesses (DBs) shall be made by the CONTRACTOR and be subject to the concurrence of PENNDOT. A list of the requirements constituting good faith efforts and additional information concerning DB participation in this Contract is contained in Exhibit “F,” which is attached hereto and made part of this Contract entitled Diverse Business Participation for Non-Federally Funded Projects.

Exhibit List

8. This Contract is comprised of the following documents, which are attached herein by reference as though set forth at length:

a. This document, the Contract (3515R08), identified as Exhibit A to the RFP.

b. The IT Contract Terms and Conditions, identified as Appendix B to the RFP, which shall be attached as Exhibit C of this Contract.

c. The CONTRACTOR’S Cost Submittal and any addenda, if applicable, identified as Appendix E to the RFP, which shall be attached as Exhibit D of this Contract.

d. The CONTRACTOR’S Technical Submittal and any addenda, if applicable, which shall be attached as Exhibit E of this Contract.

e. The remainder of the RFP and any addenda, including all other referenced Appendices not specifically enumerated in this paragraph, which shall be attached as Exhibit B of this Contract.

f. The CONTRACTOR’S good faith efforts to solicit subcontractors that are diverse businesses (DBs), identified as Appendix F to the RFP, which shall be attached as Exhibit “F” of this RFP.

Amendments and Modifications

9. No alterations or variations to this Agreement shall be valid unless made in writing and signed by the parties. Amendments to this Agreement shall be accomplished through a formal written document signed by the parties with the same formality as the original Contract.

Titles Not Controlling

10. Titles of paragraphs are for reference only, and shall not be used to construe the language in this Agreement.

Severability

11. The provisions of this Contract shall be severable. If any phrase, clause, sentence or provision of this Contract is declared to be contrary to the Constitution of Pennsylvania or of the United States or the laws of the Commonwealth the applicability thereof to any government, agency, person or circumstance is held invalid, the validity of the remainder of this Contract and the applicability thereof to any government, agency, person, or circumstance shall not be affected thereby.

No Waiver

12. Either party may elect not to enforce its rights and remedies under this Contract in the event of a breach by other parties of any term or condition of this Contract. In any event, the failure by either party to enforce its rights and remedies under this Contract shall not be construed as a waiver of any subsequent breach of the same or any other term or condition of this Contract.

Independence of the Parties

13. It is understood by and between the parties that nothing contained herein is intended or shall be construed to, in any respect, to create or establish the relationship of partners between CONTRACTOR and PENNDOT, or as constituting PENNDOT as the representative or general agent of CONTRACTOR for any purpose whatsoever.

Assignment

14. This Contract may not be assigned by CONTRACTOR, either in whole or in part, without the written consent of PENNDOT.

No Third Party Beneficiary Rights

15. The parties to this Contract understand that this Contract does not create or intend to confer any rights in or on persons or entities not a party to this Contract.

Notices

16. All notices and reports arising out of, or from, the provisions of this Contract shall be in writing and given to the parties at the address provided under this Contract either by regular mail, facsimile, e-mail, or delivery in person.

Force Majeure

17. Neither party shall be liable for the failure to perform under this Agreement if such failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. Such causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. This provision shall become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays. This provision shall not be effective unless the failure to perform is beyond the control and without the fault or negligence of the nonperforming party.

Integration and Merger

18. This Contract, when executed, approved and delivered, shall constitute the final, complete and exclusive Contract between the parties containing all the terms and conditions agreed on by the parties. All representations, understandings, promises and agreements pertaining to the subject matter of this Contract made prior to or at the time this Contract is executed and superseded by this Contract unless specifically accepted by any other term or provision of this Contract. There are no conditions precedent to the performance of this Contract except as expressly set forth herein.

Notwithstanding similar or contradictory order of precedence language attached to or made part of this Contract, including but not limited to language appearing in Exhibit C, the above documents are listed in order of precedence.

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IN WITNESS WHEREOF, the parties have executed this Contract on the date first above written.

CONTRACTOR:

BY _____________________________________

NAME

TITLE

DATE

If a Corporation, only the Chairman, President, Vice President, Senior Vice President, Executive Vice President, Assistant Vice President, Chief Executive Officer or Chief Operating Officer must sign; if one of these officers is not available, please attach a resolution. If a sole proprietorship, only the owner must sign; if a partnership, only one partner needs to sign; if a limited partnership, only a general partner may sign. If a Limited Liability Company (“LLC”), only one member needs to sign, unless it is a manager-based LLC, then a manager must sign. If a Municipality, Authority, or other entity, please attach a resolution.

DO NOT WRITE BELOW THIS LINE--FOR COMMONWEALTH USE ONLY

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF TRANSPORTATION

BY _____________________________________

Title Date