Attachment A Sample Contract.docx

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Attached to
ENTERPRISE SUSTAINMENT MANAGEMENT SYSTEM (SMS) SUPPORT
Solicitation number
214823
Issued by
Natrona County, Wyoming

About this file

Summary

This is a sample contract attachment document between the Wyoming Military Department and a contractor for providing comprehensive ENTERPRISE Sustainment Management System (SMS) support services. The project, formally titled ENTERPRISE Sustainment Management System (SMS) Support for Planning & Programming Project (RFP 0014-J), requires the contractor to ensure the ENTERPRISE SMS system functions properly, conduct thorough inspections of 20% of facilities and equipment, and maintain accuracy within the ENTERPRISE SMS database. The contract term extends from the effective date through a specified end date (to be completed during contract performance), with provisions for two possible extensions by mutual written agreement at the Agency's discretion. Proposals are due no later than 2:00 p.m. Mountain Time on August 31, 2026, with written questions accepted through the Public Purchase online bidding system until 2:00 p.m. Mountain Time on August 14, 2026. All submissions must be completed through the Public Purchase system by the deadline, as late uploads will result in non-responsive and eliminated proposals.

Payment shall not exceed a specified dollar amount (to be inserted) and will be made within forty-five days after submission of invoices upon task order completion. The contractor must bear all costs and expenses, including travel, incurred in performance and compliance with contract obligations. The contractor is required to meet all security requirements in accordance with Army Regulation 190-13, Department of Defense 5200.2r, and Army Regulation 25-2. Additional requirements include maintaining commercial general liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate, workers' compensation coverage, automobile liability insurance with $1,000,000 combined single limits, and unemployment insurance. The contractor must comply with Wyoming preference statutes favoring resident laborers and materials, the Buy American Act, drug-free workplace requirements, and federal anti-trafficking and anti-corruption provisions. The Agency reserves the right to terminate the contract without cause upon thirty days' written notice or immediately for cause if performance fails to meet contract terms.

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File Type Posted
Addendum 1 - IFB 0027-N ESMS Support 8.24.26.pdf PDF
RFP 0027-N.pdf PDF
RFP 0027-N Addendum 1.pdf PDF

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ATTACHMENT A:

SAMPLE CONTRACT

BETWEEN

WYOMING MILITARY DEPARTMENT

AND

CONTRACTOR

1. Parties. The parties to this Contract are Wyoming Military Department (Agency), whose address is: 5410 Bishop Boulevard, Cheyenne, Wyoming 82009-3320, and [Insert Contractor’s full legal name] (Contractor), whose address is: [Insert Contractor’s Address].

2. Purpose of Contract. The purpose of this Contract is to set forth the terms and conditions by which the Contractor shall provide comprehensive ENTERPRISE SMS (Sustainment Management System) support, system updates, and conduct the required 20% asset inspections for the Wyoming Military Department. This project shall be known as the ENTERPRISE Sustainment Management System (SMS) Support for Planning & Programming Project (RFP 0014-J) (Project).

3. Term of Contract. This Contract is effective when all parties have executed it (Effective Date). The term of the Contract is from Effective Date through XXXXX. All services shall be completed during this term.

This Contract may be extended twice by agreement of both parties in writing and subject to the required approvals. There is no right or expectation of extension and any extension will be determined at the discretion of the Agency.

4. Payment.

A. The Agency agrees to pay the Contractor for the services described in Section 5 below. Total payment under this Contract shall not exceed [Insert total dollar amount ($X,XXX.XX)]. Payment shall be made upon the completion of each task order. Payment shall be made within forty-five (45) days after submission of invoice pursuant to Wyo. Stat. § 16-6-602. Contractor shall submit invoices in sufficient detail to ensure that payments may be made in conformance with this Contract.

B. No payment shall be made for work performed before the Effective Date of this Contract. Should the Contractor fail to perform in a manner consistent with the terms and conditions set forth in this Contract, payment under this Contract may be withheld until such time as the Contractor performs its duties and responsibilities to the satisfaction of Agency.

C.Except as otherwise provided in this Contract, the Contractor shall pay all costs and expenses, including travel, incurred by Contractor or on its behalf in connection with Contractor’s performance and compliance with all of Contractor’s obligations under this Contract.
D.The table below indicates the current contract status of amounts and Contract expiration dates:
Federal
State
Total
Contract Expiration Date
Original Contract
$0.00
$0.00
$0.00
TBD
Total Contract
$0.00
$0.00
$0.00
TBD

5. Responsibilities of Contractor. The Contractor agrees to:

A. Contractor will provide support within the Wyoming Military Department Construction and Facilities Management Office – Planning and Programming Branch (CFMO-P&P) to support the ENTERPRISE Sustainment Management System (SMS) and conduct the required 20% asset inspections for the Wyoming Military Department. The contractor will be responsible for ensuring the ENTERPRISE SMS system is functioning properly, conducting thorough inspections of facilities and equipment, and ensuring the accuracy within the ENTERPRISE SMS database.

B. Security Requirements. The Contractor, and all Contractor’s personnel directly working on the project, shall be required to meet all security requirements IAW Army Regulation (AR) 190-13, Department of Defense (DoD) 5200.2r and Army Regulation (AR) 25-2 for Contract personnel.

6. Responsibilities of Agency. The Agency agrees to:

A. Pay Contractor in accordance with Section 4 above.

B. Make available all pertinent facility information and documentation with reasonable promptness to avoid delay in the orderly progress of the work.

7. Special Provisions.

A. Assumption of Risk. The Contractor shall assume the risk of any loss of state or federal funding, either administrative or program dollars, due to the Contractor’s failure to comply with state or federal requirements. The Agency shall notify the Contractor of any state or federal determination of noncompliance.

B. Conflicts of Interest.

(i) Contractor shall not engage in providing consultation or representation of clients, agencies, or firms which may constitute a conflict of interest which may result in a disadvantage to the Agency or a disclosure which may adversely affect the interests of the Agency. Contractor shall notify the Agency of any potential or actual conflicts of interest arising during the course of the Contractor’s performance under this Contract. This Contract may be terminated in the event a conflict of interest arises. Termination of this Contract will be subject to a mutual settlement of accounts. In the event this Contract is terminated under this provision, the Contractor shall take steps to ensure that all files, evidence, evaluations, and data are provided to the Agency or its designee. This provision does not prohibit or affect the Contractor’s ability to engage in consultations, evaluations, or representation under agreement with other agencies, firms, facilities, or attorneys so long as no conflict exists.

(ii) A conflict of interest warranting termination of this Contract may include, but is not necessarily limited to, acting on behalf of a client in an adversarial proceeding against the State of Wyoming, its agencies, boards, commissions, or the University of Wyoming, or initiating suits in equity including injunctions, declaratory judgments, writs of prohibition, or quo warranto.

C. Contractor’s Cooperation and Supervision of Work.

1. The Contractor shall facilitate progress and cooperate with the Agency and their employees and representatives. The Contractor shall provide sufficient labor to perform the work. If the Contractor fails to provide sufficient labor force, the Agency may give the Contractor written notice, instructing the Contractor to correct the problem within the time specified in the notice. If the problem has not been corrected within the time specified in the notice, the Agency may utilize the provisions in this Contract for correcting defective or nonconforming work.

1. The Contractor shall be responsible to the Agency for the acts and omissions of its employees, subcontractors and their agents and employees, and other persons performing any of the work under a contract with the Contractor. The Contractor shall at all times enforce strict discipline and good order among its employees and shall ensure its employees exhibit appropriate professional behavior and are skilled in the tasks assigned to them. The Agency may direct the Contractor to promptly remove a person who does not comply with this provision from the project site for the duration of the Contract.

D. Drug-Free Work Place.

(i) The Contractor certifies that it will comply with the provisions of the Drug-Free Workplace Requirements for Federal Contractors, 41 USC § 8102, and maintain a drug-free workplace.

(ii) Drug-Free Work Place Requirements for Federal Grant Recipients, 41 USC § 8103, and the provisions of the Drug-Free Workplace Act of 1988 (41 USC § 8101 through 8106) are incorporated by reference and the Contractor covenants and agrees to comply with all the provisions thereof, including any amendments that may hereafter be issued.

E. Environmental Policy Acts. Contractor agrees all activities under this Contract will comply with the Clean Air Act, the Clean Water Act, the National Environmental Policy Act, and other related provisions of federal environmental protection laws, rules or regulations.

F. Human Trafficking. As required by 22 U.S.C. § 7104(g) and 2 CFR Part 175, this Contract may be terminated without penalty if a private entity that receives funds under this Contract:

(i) Engages in severe forms of trafficking in persons during the period of time that the award is in effect;

(ii) Procures a commercial sex act during the period of time that the award is in effect; or

(iii) Uses forced labor in the performance of the award or subawards under the award.

G. Kickbacks. Contractor certifies and warrants that no gratuities, kickbacks, or contingency fees were paid in connection with this Contract, nor were any fees, commissions, gifts, or other considerations made contingent upon the award of this Contract. If Contractor breaches or violates this warranty, Agency may, at its discretion, terminate this Contract without liability to Agency, or deduct from the agreed upon price or consideration, or otherwise recover, the full amount of any commission, percentage, brokerage, or contingency fee.

H. Limitations on Lobbying Activities. By signing this Contract, Contractor certifies and agrees that, in accordance with P.L. 101-121, payments made from a federal grant shall not be utilized by Contractor or its subcontractors in connection with lobbying member(s) of Congress, or any federal agency in connection with the award of a federal grant, contract, cooperative agreement, or loan.

I. Monitoring Activities. Agency shall have the right to monitor all activities related to this Contract that are performed by Contractor or its subcontractors. This shall include, but not be limited to, the right to make site inspections at any time and with reasonable notice; to bring experts and consultants on site to examine or evaluate completed work or work in progress; to examine the books, ledgers, documents, papers, and records pertinent to this Contract; and to observe personnel in every phase of performance of Contract related work.

J. Nondiscrimination. The Contractor shall comply with the Civil Rights Act of 1964, the Wyoming Fair Employment Practices Act (Wyo. Stat. § 27-9-105, et seq.), the Americans with Disabilities Act (ADA), 42 U.S.C. § 12101, et seq., and the Age Discrimination Act of 1975 and any properly promulgated rules and regulations thereto and shall not discriminate against any individual on the grounds of age, sex, color, race, religion, national origin, or disability in connection with the performance under this Contract.

K. No Finder’s Fees. No finder’s fee, employment agency fee, or other such fee related to the procurement of this Contract, shall be paid by either party.

L. Personnel and Materials Requirements.

(i) Wyoming Preference. Pursuant to Wyo. Stat. § 16-6-203, as amended, resident Wyoming laborers, workmen and mechanics shall be used upon all work performed under this Contract whenever possible as determined in coordination with the nearest Department of Workforce Services, Workforce Center; provided, that non-resident laborers may be used when Wyoming laborers are not available for such employment from within the State, or are not qualified to perform the work involved. As used in this paragraph Laborer means a person employed to perform unskilled or skilled manual labor for wages in any capacity and does not include independent Contractors, (Wyo. Stat. § 16-6-202). Resident as used in this paragraph includes any person who is a citizen of the United States or a person who is authorized to work in the United States by an agency of the federal government, and has resided in the State of Wyoming for at least one (1) year immediately preceding his application for employment (Wyo. Stat. § 16-6-202). Wyoming materials and products of equal quality and desirability shall have preference over materials or products produced outside the state.

(ii) Buy American Requirements. The Design-Builder certifies that all expenditures under performance of the Contract shall comply with The Buy American Act (41 USC § 8301 through 8305). The Buy American Act gives preference to domestic end products and domestic construction material. In addition, the Memorandum of Understanding between the United States of America and the European Economic Community on Government Procurement (EEC), and the North American Free Trade Agreement (NAFTA), provide that EEC and NAFTA end products and construction materials are exempted from application of the Buy American Act.

M. Publicity. Any publicity given to the projects, programs, or services provided herein, including, but not limited to, notices, information, pamphlets, press releases, research, reports, signs, and similar public notices in whatever form, prepared by or for the Contractor and related to the services and work to be performed under this Contract, shall identify the Agency as the sponsoring agency and shall not be released without prior written approval of Agency.

N. Suspension and Debarment. By signing this Contract, Contractor certifies that neither it nor its principals/agents are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction or from receiving federal financial or nonfinancial assistance, nor are any of the participants involved in the execution of this Contract suspended, debarred, or voluntarily excluded by any federal department or agency in accordance with Executive Order 12549 (Debarment and Suspension), or 2 CFR Part 180, or are on the debarred, or otherwise ineligible, vendors lists maintained by the federal government. Further, Contractor agrees to notify Agency by certified mail should it or any of its principals/agents become ineligible for payment, debarred, suspended, or voluntarily excluded from receiving federal funds during the term of this Contract.

8. General Provisions.

A. Amendments. Any changes, modifications, revisions, or amendments to this Contract which are mutually agreed upon by the parties to this Contract shall be incorporated by written instrument, executed by all parties to this Contract.

B. Applicable Law, Rules of Construction, and Venue. The construction, interpretation, and enforcement of this Contract shall be governed by the laws of the State of Wyoming, without regard to conflicts of law principles. The terms “hereof,” “hereunder,” “herein,” and words of similar import, are intended to refer to this Contract as a whole and not to any particular provision or part. The Courts of the State of Wyoming shall have jurisdiction over this Contract and the parties. The venue shall be the First Judicial District, Laramie County, Wyoming.

C. Assignment Prohibited and Contract Shall Not be Used as Collateral. Neither party shall assign or otherwise transfer any of the rights or delegate any of the duties set out in this Contract without the prior written consent of the other party. The Contractor shall not use this Contract, or any portion thereof, for collateral for any financial obligation without the prior written permission of the Agency.

D. Audit and Access to Records. The Agency and its representatives shall have access to any books, documents, papers, electronic data, and records of the Contractor which are pertinent to this Contract. The Contractor shall immediately, upon receiving written instruction from the Agency, provide to any independent auditor or accountant all books, documents, papers, electronic data, and records of the Contractor which are pertinent to this Contract. The Contractor shall cooperate fully with any such independent auditor or accountant during the entire course of any audit authorized by the Agency.

E. Availability of Funds. Each payment obligation of the Agency is conditioned upon the availability of government funds which are appropriated or allocated for the payment of this obligation and which may be limited for any reason including, but not limited to, congressional, legislative, gubernatorial, or administrative action. If funds are not allocated and available for continued performance of the Contract, the Contract may be terminated by the Agency at the end of the period for which the funds are available. The Agency shall notify the Contractor at the earliest possible time of the services which will or may be affected by a shortage of funds. No penalty shall accrue to the Agency in the event this provision is exercised, and the Agency shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section.

F. Award of Related Contracts. The Agency may award supplemental or successor contracts for work related to this Contract or may award contracts to other contractors for work related to this Contract. The Contractor shall cooperate fully with other contractors and the Agency in all such cases.

G. Certificate of Good Standing. The Contractor shall provide to the Agency a Certificate of Good Standing from the Wyoming Secretary of State, or other proof that Contractor is authorized to conduct business in the State of Wyoming, if required, before performing work under this Contract. Contractor shall ensure that annual filings and corporate taxes due and owing to the Secretary of State’s office are up-to-date before signing this Contract.

H. Compliance with Laws. The Contractor shall keep informed of and comply with all applicable federal, state, and local laws and regulations, and all federal grant requirements and executive orders in the performance of this Contract.

I. Confidentiality of Information. All documents, data compilations, reports, computer programs, photographs, data, and other work provided to or produced by the Contractor in the performance of this Contract shall be kept confidential by the Contractor unless written permission is granted by the Agency for its release. If and when Contractor receives a request for information subject to this Contract, Contractor shall notify Agency within ten (10) days of such request and shall not release such information to a third party unless directed to do so by Agency.

J. Entirety of Contract. This Contract, consisting of ___________ (___) pages; Attachment A, Statement of Work, consisting of ___________ (___) page(s); and the Federal Contract Provisions, represent the entire and integrated Contract between the parties and supersede all prior negotiations, representations, and agreements, whether written or oral. In the event of a conflict or inconsistency between the language of this Contract and the language of any attachment or document incorporated by reference, the language of this Contract shall control.

K. Ethics. Contractor shall keep informed of and comply with the Wyoming Ethics and Disclosure Act (Wyo. Stat. § 9-13-101, et seq.) and any and all ethical standards governing Contractor’s profession.

L. Extensions. Nothing in this Contract shall be interpreted or deemed to create an expectation that this Contract will be extended beyond the term described herein. Any extension of this Contract shall be initiated by the Agency and shall be accomplished through a written amendment between the parties entered into before the expiration of the original Contract or any valid amendment thereto, and shall be effective only after it is reduced to writing and executed by all parties to the Contract.

M. Force Majeure. Neither party shall be liable for failure to perform under this Contract 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.

N. Indemnification. The Contractor shall release, indemnify, and hold harmless the State, the Agency, and their officers, agents, and employees from any and all claims, suits, liabilities, court awards, damages, costs, attorneys’ fees, and expenses arising out of Contractor’s failure to perform any of Contractor’s duties and obligations hereunder or in connection with the negligent performance of Contractor’s duties or obligations, including, but not limited to, any claims, suits, liabilities, court awards, damages, costs, attorneys’ fees, and expenses arising out of Contractor’s negligence or other tortious conduct.

O. Independent Contractor. The Contractor shall function as an independent contractor for the purposes of this Contract and shall not be considered an employee of the State of Wyoming for any purpose. Consistent with the express terms of this Contract, the Contractor shall be free from control or direction over the details of the performance of services under this Contract. The Contractor shall assume sole responsibility for any debts or liabilities that may be incurred by the Contractor in fulfilling the terms of this Contract and shall be solely responsible for the payment of all federal, state, and local taxes which may accrue because of this Contract. Nothing in this Contract shall be interpreted as authorizing the Contractor or its agents or employees to act as an agent or representative for or on behalf of the State of Wyoming or the Agency or to incur any obligation of any kind on behalf of the State of Wyoming or the Agency. The Contractor agrees that no health or hospitalization benefits, workers’ compensation, unemployment insurance, or similar benefits available to State of Wyoming employees will inure to the benefit of the Contractor or the Contractor’s agents or employees as a result of this Contract.

P. Notices. All notices arising out of, or from, the provisions of this Contract shall be in writing either by regular mail or delivery in person at the addresses provided under this Contract.

Q. Notice of Sale or Transfer. The Contractor shall provide the Agency with notice of any sale, transfer, merger, or consolidation of the assets of the Contractor. Such notice shall be provided in accordance with the notices provision of this Contract and, when possible and lawful, in advance of the transaction. If the Agency determines that the sale, transfer, merger, or consolidation is not consistent with the continued satisfactory performance of the Contractor’s obligations under this Contract, then the Agency may, at its discretion, terminate or renegotiate the Contract.

R. Ownership and Return of Documents and Information. Agency is the official custodian and owns all documents, data compilations, reports, computer programs, photographs, data, and other work provided to or produced by the Contractor in the performance of this Contract. Upon termination of services, for any reason, Contractor agrees to return all such original and derivative information and documents to the Agency in a useable format. In the case of electronic transmission, such transmission shall be secured. The return of information by any other means shall be by a parcel service that utilizes tracking numbers. Upon Agency’s verified receipt of such information, Contractor agrees to physically and electronically destroy any residual Agency-owned data, regardless of format, and any other storage media or areas containing such information. Contractor agrees to provide written notice to Agency confirming the destruction of any such residual Agency-owned data.

S. Patent or Copyright Protection. The Contractor recognizes that certain proprietary matters or techniques may be subject to patent, trademark, copyright, license, or other similar restrictions, and warrants that no work performed by the Contractor or its subcontractors will violate any such restriction. The Contractor shall defend and indemnify the Agency for any infringement or alleged infringement of such patent, trademark, copyright, license, or other restrictions.

T. Prior Approval. This Contract shall not be binding upon either party, no services shall be performed, and the Wyoming State Auditor shall not draw warrants for payment, until this Contract has been fully executed, approved as to form by the Office of the Attorney General, filed with and approved by A&I Procurement, and approved by the Governor of the State of Wyoming, or his designee, if required by Wyo. Stat. § 9-2-3204(b)(iv).

U. Insurance Requirements.

(i) During the term of this Contract, the Contractor shall obtain and maintain, and ensure that each subcontractor obtains and maintains, each type of insurance coverage specified in Insurance Coverage, below.

(ii) All policies shall be primary over any insurance or self-insurance program carried by the Contractor or the State of Wyoming. All policies shall include clauses stating that each insurance carrier shall waive all rights of recovery under subrogation or otherwise against Contractor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers.

(iii) The Contractor shall provide Certificates of Insurance to the Agency verifying each type of coverage required herein. If the policy is a “claims made” policy instead of an “occurrence” policy, the information provided shall include, but is not limited to, retroactive dates and extended reporting periods or tails.

(iv) All policies shall be endorsed to provide at least thirty (30) days advance written notice of cancellation to the Agency. A copy of the policy endorsement shall be provided with the Certificate of Insurance.

(v) In case of a breach of any provision relating to Insurance Requirements or Insurance Coverage, the Agency may, at the Agency’s option, obtain and maintain, at the expense of the Contractor, such insurance in the name of the Contractor, or subcontractor, as the Agency may deem proper and may deduct the cost of obtaining and maintaining such insurance from any sums which may be due or become due to the Contractor under this Contract.

(vi) All policies required by this Contract shall be issued by an insurance company with an A.M. Best rating of A- VIII or better.

(vii) The Agency reserves the right to reject any policy issued by an insurance company that does not meet these requirements.

V. Insurance Coverage. The Contractor shall obtain and maintain the following insurance in accordance with the Insurance Requirements set forth above:

(i) Commercial General Liability Insurance. Commercial general liability insurance (CGL) coverage, occurrence form, covering liability claims for bodily injury and property damage arising out of premises, operations, products and completed operations, and personal and advertising injury, with minimum limits as follows:

(a)$1,000,000.00 each occurrence;
(b)$1,000,000.00 personal injury and advertising injury;
(c)$2,000,000.00 general aggregate; and
(d)$2,000,000.00 products and completed operations.

The CGL policy shall include coverage for Explosion, Collapse and Underground property damage. This coverage may not be excluded by endorsement.

(ii) Workers’ Compensation and Employer’s Liability Insurance. Employees hired in Wyoming to perform work under this Contract shall be covered by workers’ compensation coverage obtained through the Wyoming Department of Workforce Services’ workers’ compensation program, if statutorily required. Employees brought into Wyoming from Contractor’s home state to perform work under this Contract shall be covered by workers’ compensation coverage obtained through the Wyoming Department of Workforce Services’ workers’ compensation program or other state or private workers’ compensation insurance approved by the Wyoming Department of Workforce Services, if statutorily required.

The Contractor shall provide the Agency with a Certificate of Good Standing or other proof of workers’ compensation coverage for all of its employees who are to perform work under this Contract, if such coverage is required by law. If workers’ compensation coverage is obtained by Contractor through the Wyoming Department of Workforce Services’ workers’ compensation program, Contractor shall also obtain Employer’s Liability “Stop Gap” coverage through an endorsement to the CGL policy required by this Contract, with minimum limits as follows:

(a)Bodily Injury by Accident: $1,000,000.00 each accident;
(b)Bodily Injury by Disease: $1,000,000.00 each employee; and
(c)Bodily Injury by Disease: $1,000,000.00 policy limit.

(iii) Unemployment Insurance. The Contractor shall be duly registered with the Department of Workforce Services and obtain such unemployment insurance coverage as required. The Contractor shall supply Agency with a Certificate of Good Standing or other proof of unemployment insurance coverage.

(iv) Automobile Liability Insurance. Automobile liability insurance covering any auto (including owned, hired, and non-owned) with minimum limits of $1,000,000.00 each accident combined single limit.

W. Severability. Should any portion of this Contract be judicially determined to be illegal or unenforceable, the remainder of the Contract shall continue in full force and effect, and the parties may renegotiate the terms affected by the severance.

X. Sovereign Immunity and Limitations. Pursuant to Wyo. Stat. § 1-39-104(a), the State of Wyoming and Agency expressly reserve sovereign immunity by entering into this Contract and specifically retain all immunities and defenses available to them as sovereigns. The parties acknowledge that the State of Wyoming has sovereign immunity and only the Wyoming Legislature has the power to waive sovereign immunity. Designations of venue, choice of law, enforcement actions, and similar provisions shall not be construed as a waiver of sovereign immunity. The parties agree that any ambiguity in this Contract shall not be strictly construed, either against or for either party, except that any ambiguity as to sovereign immunity shall be construed in favor of sovereign immunity.

Y. Taxes. The Contractor shall pay all taxes and other such amounts required by federal, state, and local law, including, but not limited to, federal and social security taxes, workers’ compensation, unemployment insurance, and sales taxes.

Z. Termination of Contract. This Contract may be terminated, without cause, by the Agency upon thirty (30) days written notice. This Contract may be terminated by the Agency immediately for cause if the Contractor fails to perform in accordance with the terms of this Contract. If at any time during the performance of this Contract, in the opinion of the Agency, the work is not progressing satisfactorily or within the terms of this Contract, then, at the discretion of the Agency and after written notice to the Contractor, the Agency may terminate this Contract or any part of it. As of the termination date, the Contractor will be entitled to a pro rata payment for all work accomplished and accepted by the Agency; however, the Contractor shall be liable to the Agency for the entire cost of replacement services for the duration of the Contract term.

AA. Third-Party Beneficiary Rights. The parties do not intend to create in any other individual or entity the status of third-party beneficiary, and this Contract shall not be construed so as to create such status. The rights, duties, and obligations contained in this Contract shall operate only between the parties to this Contract and shall inure solely to the benefit of the parties to this Contract. The provisions of this Contract are intended only to assist the parties in determining and performing their obligations under this Contract.

BB. Time is of the Essence. Time is of the essence in all provisions of this Contract.

CC. Titles Not Controlling. Titles of sections and subsections are for reference only and shall not be used to construe the language in this Contract.

DD. Waiver. The waiver of any breach of any term or condition in this Contract shall not be deemed a waiver of any prior or subsequent breach. Failure to object to a breach shall not constitute a waiver.

EE. Counterparts. This Contract may be executed in counterparts. Each counterpart, when executed and delivered, shall be deemed an original and all counterparts together shall constitute one and the same Contract. Delivery by the Contractor of an originally signed counterpart of this Contract by facsimile or PDF shall be followed up immediately by delivery of the originally signed counterpart to the Agency. The Contractor’s failure to deliver, either personally or via US Mail, postage prepaid, the originally signed counterpart to the Agency within five (5) business days shall be considered a material breach and may result in immediate termination of this Contract by the Agency.

THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.

9. Signatures. The parties to this Contract, either personally or through their duly authorized representatives, have executed this Contract on the dates set out below, and certify that they have read, understood, and agreed to the terms and conditions of this Contract.

The Effective Date of this Contract is the date of the signature last affixed to this page.

AGENCY:

Wyoming Military Department

_____________________________________________________________
Mel Muldrow, Deputy DirectorDate

CONTRACTOR:

[Insert full legal name of Contractor]

_____________________________________________________________
[Insert name and title of person signing for Contractor]Date

Federal Tax I.D. #XXX

ATTORNEY GENERAL’S OFFICE: APPROVAL AS TO FORM

_____________________________________________________________
Megan Pope, Senior Assistant Attorney GeneralDate

Request for Proposal No. XXXX-X Enterprise Sustainment Management System (SMS) Support Contract between Wyoming Military Department and [Insert Contractor’s Legal Name]

File details come from the government source that posted it. Updated .