8-Agreement between the College and Contractor.pdf

FORM OF AGREEMENT BETWEEN COLLEGE AND CONTRACTOR

MONTGOMERY COUNTY COMMUNITY COLLEGE

This contract (“Contract”) is entered into by and between the Montgomery County Community College, a public College in the Commonwealth of Pennsylvania (hereinafter “College”) and ________________________ (hereinafter “Contractor”).

WITNESSETH

WHEREAS, the College desires to enter into an agreement for Master Signage Planning

Services Phases II and III (the “Products and Services”).

WHEREAS, the College and Contractor agree that it shall be the primary obligation of the

Contractor to operate its affairs so that the College will be assured of Contractor’s continuous and reliable service.

NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound hereby, the parties hereto agree as follows:

1. Term: The Contractor agrees to provide the College with the Products and Services commencing ________________,2025 and ending ____________________,2026 subject to the termination provisions set forth in the Contract. Upon mutual written consent, the Contract may be extended. The base price to which any adjustments will be made shall be the prices in effect during the Contract term prior to the proposed term. The continuation of this Contract is contingent upon satisfactory performance by the Contractor. If the provision of Products and performance of the Services are not acceptable, this Contract may be terminated by the College at no additional cost to the College. The College shall be the sole determiner of the quality of Products and Services and whether they are satisfactory.

2. Description of Services: Contractor agrees to and shall furnish the Products and Services in accordance with this Contract, the Proposal submitted by Contractor (but excluding any exceptions to College’s RFP, unless expressly set forth in this Section 2 as being accepted by College) and other Contract Documents.

3. Payment of Services: During the term of this Contract, Contractor shall invoice the College by the first working day of each month, an amount reflecting Products and Services provided during the previous month by Contractor (not to exceed 1/12 of the total annual fixed fee). Payment, net of any College expenses, shall be made by the College within thirty (30) days as set forth in the Instructions to Proposer. Payment shall only be rendered upon the successful submission of an invoice to the College by the Contractor no later than the first day of the month. All invoices must be submitted in accordance with the College’s instructions and must contain any or all information requested by the College. Invoices not submitted by the Contractor on or before the date as specified shall be carried by the Contractor until the next billing dates at no additional cost to College. If applicable, Contractor shall submit with its invoices payroll certifications evidencing the number of hours worked per employee (e.g. the employee’s position, number of hours worked per week, building(s) worked in, etc.)

and such other information reasonably requested by the College to establish the minimum number of hours are being provided, which payroll certifications shall be in such form as is reasonably satisfactory to the College. If Contractor fails to provide the minimum number of hours required, the College may deduct from Contractor’s monthly payment the total cost of labor and benefits (at the hourly rates set forth on Contractor’s Proposal) for those hours not worked. The Contractor’s records and documentation supporting such invoices shall be made available to College upon reasonable request.

The Contractor agrees to retain all records, documents and support materials relevant to the contract for a period of five years following final payment

4. Insurance: Prior to the commencement of the provision of Products and Services and throughout the entire term of this Contract, Contractor shall maintain insurance. These coverage and limits are to be considered minimum requirements under the Agreement and shall in no way limit the liability obligations of the Contractor under the Agreement. The insurance policies must name Montgomery County Community College as additional insured. The Contractor shall maintain in force at all times during the term of the Agreement, with an insurance carrier acceptable to the College the following insurance:

1. Worker’s Compensation Statutory limits

2. Employers’ Liability $2,000,000 aggregate

$1,000,000 each occurrence

3. Commercial General Liability, Bodily

Injury and Property Damage $2,000,000 aggregate $1,000,000 each occurrence

4. Professional Errors and Omission $1,500,000 each occurrence

5. Assignment and Subcontracting: The Contractor shall not sublet, sell, transfer, assign, or otherwise dispose of the Contract, or any portion thereof, or of its right, title, or interest therein without the prior written consent of the College which consent may be withheld at the College’s sole discretion. No subcontract shall be made with any other party for furnishing any of the Products and Services to be provided in accordance with this Contract without the prior written consent of the College, which consent may be withheld at the College’s sole discretion.

6. Independent Contractor: Contractor understands that in performing this Contract, Contractor is acting in the capacity of an independent contractor, and the Contractor shall not be an agent, servant, partner nor employee of the College. Contractor shall be solely responsible to pay its own federal, state and local income taxes for its employees, salaries, social security payments, and any and all other payments incurred by Contractor in the performance of this Contract, as well as perform all necessary legal requirements pertaining to employment. None of the benefits provided by the College to its employees, including, but not limited to, workers’ compensation insurance, disability insurance, medical insurance, and unemployment insurance are available from the College to Contractor and/or any of Contractor’s agents, servants, or employees. Contractor has no authority to assume or create any obligations or responsibility, express or implied, on behalf of or in the name of the College, or to bind the College in any way whatsoever.

Contractor hereby agrees that the Products and Services to be performed under this Contract will be performed entirely at Contractor’s risk, and Contractor assumes all responsibility for the subject matter of this Contract. Contractor shall be solely responsible for its acts during the provision of Products and performance of the Services set forth in this Contract.

Contractor hereby agrees that in the provision of Products and the performance of the Services required under this Contract, Contractor has full and sole responsibility for compliance with all federal, state and local laws, regulations and ordinances.

7. Indemnification: To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the College, its directors, officers, agents and employees, from and against all claims, damages, losses and expenses, including without limitation attorney’s fees and legal costs, arising out of or resulting from the Contractor’s performance of the Contract, including, without limitation claims, damages, losses or expenses attributable to bodily injury, sickness, disease or death, or to injury to or destruction of property, including loss of use resulting therefrom, caused in whole or in part by acts or omissions or negligence of the Contractor, a subcontractor, anyone directly or indirectly employed by them or for anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by the College. Contractor further agrees to indemnify, save and hold the College, and its directors, officers, agents, and employees harmless from and against any and all claims brought by the agents, workers, servants, or employees of Contractor for any alleged negligence or condition caused or created, in whole or in part, by the College. The indemnification obligations under this paragraph shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a subcontractor under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. Further, nothing in this indemnification provision is intended to waive or extinguish the immunity protections of the College, its agents or employees as set forth in the Pennsylvania’s Political Subdivision Torts Claims Act.

Contractor’s indemnity obligations shall be in addition to any insurance requirements under the Contract and any other indemnity obligations under the Contract and shall survive the expiration or earlier termination of the Contract.

8. Release: Contractor hereby releases the College, its directors, officers, agents, workers, servants and employees from any and all matter of liability whatsoever, whether it be in law or in equity, as to any kind and all kinds of damages, which shall include, but not be limited to, personal injury and damage to personal property, resulting to the Contractor, its agents, servants, or employees in the provision of Products and performance of the Services described herein.

9. Termination Provisions; Partial Cancelation:

A. At any time during the term of this Contract, the College shall have the unilateral right to terminate Contractor for “cause” (as defined below) effective immediately upon notice to Contractor. For purposes of this Contract, “cause” shall mean:

i. Contractor breaches, neglects or fails to diligently perform, to the satisfaction of the College, any or all of Contractor’s responsibilities under this Contract;

ii. Contractor commits an act of dishonesty or breach of trust, or acts in a manner adverse or injurious to the interest of the College;

iii. Contractor’s act or omission results in or is intended to result directly in gain to or personal enrichment of Contractor at the College’s expense;

iv. Contractor violates or breaches any of the provisions of this Contract;

v. Contractor or any of Contractor’s employees, agents, or servants are indicted for or convicted of a felony or any crime involving larceny, embezzlement or moral turpitude; or

vi. Contractor becomes insolvent, makes an assignment for the benefit of creditor(s), files or has filed against Contractor a petition for relief or other proceeding under Federal bankruptcy laws, state insolvency law, or is assessed, or administered in any type of creditor’s proceeding

B. Notwithstanding anything contained in subsection A to the contrary, upon ten (10) days’ written notice to Contractor, the College may, without cause and without prejudice to any other right or remedy, elect to terminate the Contract. Upon receipt of written notice from the College of such termination, Contractor shall cease operations as directed by the College in the notice;

take actions necessary, or that the College may direct, for the protection and preservation of the work; and except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. In case of such termination, where Contractor is without fault, Contractor shall be entitled to receive payment from College for all work satisfactorily performed prior to termination.

10. Entire Agreement, Caption, Counterparts and Modifications: This Contract, together with the documents incorporated by reference in Section 18 of this Contract, contains the entire agreement between the parties hereto with respect to the transactions contemplated hereby, and supersedes all previous written or oral negotiations, commitments, agreements, and writings. The captions in this Contract are for the convenience of reference only, and do not form a part hereof, and do not in any way modify, interpret, or construe the intention of the parties. This Contract may be executed in any number of counterparts. Each counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute but one instrument. This Contract may only be modified in writing and signed by all of the parties. Capitalized terms used in this Contract but not otherwise defined herein shall have the meaning ascribed to such terms in the Instructions to Proposers or Specifications.

11. Governing Law, Jurisdiction and Venue: This Contract shall be construed and interpreted, and its validity shall be determined in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law principles. Jurisdiction and venue for any disputes arising in connection with this Contract shall lie solely with the Court of Common Pleas of the Commonwealth of Pennsylvania, in and for the County of Montgomery. All parties hereto hereby submit themselves to the exclusive jurisdiction and agree to accept service of any court process, order or other document by certified mail in lieu of personal service.

12. Notices: Any notice required to be given hereunder shall be given in writing, and shall be served in person, or deposited in the form of a written notice in the United States mail and sent by registered or certified mail with postage charges prepaid, or sent by national overnight delivery service, including, but not limited to, Federal Express or through an electronic delivery system, such as telex or fax, properly addressed and directed to the party to receive the same, at the following addresses or such other address as may hereafter be substituted therefore by notice in writing thereof:

If, to the College:

Montgomery County Community College Vice President for Finance

340 DeKalb Pike Blue Bell, PA 19422 With a copy to:

Loren Szczesny, Esquire Fox Rothschild LLP Ten Sentry Parkway, Suite 200 Blue Bell, PA 19422

If to the Contractor:

Notice shall be deemed given on the earlier of the date of receipt or the second business day after having been mailed in accordance with this Section. The Contractor agrees to notify College immediately of any change of legal status or of address.

13. Invalidity: The invalidity of any one or more of the words, phrases, sentences, Sections or subsections contained in this Contract shall not affect the enforceability of the remaining portions of this Contract or any part thereof, all of which are inserted conditionally on their being valid in law. In the event that any one or more of the words, phrases, sentences, sections or subsections are found to invalid or unenforceable, this Contract shall be read as is if such offending provisions had not been inserted, and if such invalidity shall be caused by the length of any period of time set forth in any part hereof, such period of time shall be considered to be reduced or increased, as necessary, to a period to time set forth in any part hereof, such period of time shall be considered to be reduced or increased, as necessary, to a period which would cure such invalidity.

14. Binding Effect: This Contract shall be binding upon and insure to the benefit of the parties hereto and their respective successors and permitted assigns.

15. Waiver: The waiver by a party of any term, covenant, obligation, or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or waiver of any obligation or condition herein contained. No covenant, term, obligation, or condition of this Contract shall be deemed to have been waived by the College, unless such waiver be in a written notice to Contractor executed by the College.

16. Construction: For purposes of this Contract, the neuter shall include the masculine and the feminine, the masculine shall include the feminine, the feminine shall include the masculine, the singular shall include the plural, and the plural shall include the singular, as the context may require

17. Remedies: The rights and remedies of the College contained herein shall not be exclusive and are in addition to any rights and remedies provided under the law or in equity.

18. Incorporation by Reference: The terms and conditions of the following documents, if checked, are hereby incorporated herein by reference, and made a part thereof:

a. Invitation to Submit Proposal ____________________________________ X

b. Instructions to Proposers ________________________________________ X

c. Proposal Documents ____________________________________________ X

d. Specifications _________________________________________________ X

e. Addenda______________________________________________________ X

f. Non-Collusion Affidavit__________________________________________ X

g. Contractor Response to Proposal___________________________________ (Excluding any exceptions to the College’s RFP, unless the College has expressly acknowledged and incorporated such exceptions in Section 2 above.)

X

IN WITNESS WHEREOF, the parties have hereunto set their hand and seal as of the date first above written.

Contractor MONTGOMERY COUNTY

COMMUNITY COLLEGE

By: ___________________________

By: ___________________________

Name:_________________________

Name:_________________________

Title: __________________________

Title: __________________________