Sample_Contract_(DO_NOT_COMPLETE).pdf

GREATER DAYTON REGIONAL TRANSIT AUTHORITY

CONTRACT

Agreement made upon the last dated signature of the Parties, by and between the Greater Dayton Regional Transit Authority, Dayton, Ohio, a political subdivision organized and existing under and by virtue of the laws of the State of Ohio, hereinafter call “RTA”, and Company Name, hereinafter called “Contractor”.

The parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I – SCOPE

The Contractor shall sell, and the RTA shall purchase, the following described goods and/or services:

Procurement Name all as more fully described in Legal Notice No. GD YY-NO.

All goods and/or services to be sold pursuant to this contract shall satisfy the specifications and all other requirements, which may appear in the Contract Documents.

The Contractor shall furnish all supervision, technical personnel, labor, materials, machinery, tools, equipment, and services which may be necessary to perform completely all services, and to deliver and install, if necessary, all goods to be sold pursuant to this Contract, all in strict accordance with the Contract Documents.

ARTICLE II – CONTRACT

Contract Documents shall consist of the following:

1. This Contract

2. Complete Solicitation Package including Specifications and any Special Conditions

3. Addenda issued

4. Applicable Federal Clauses

5. Offer submitted

6. Required affidavits and certifications

7. Bonding documents, if applicable

The Contract Documents form the entire contract between the parties hereto, any oral understandings or agreements to the contrary notwithstanding.

ARTICLE III - TIME FOR PERFORMANCE

The Contractor shall fully perform all of his obligations, including, without limitation the satisfactory delivery and installation of all goods to be sold, and the satisfactory performance of all work to be done but not later than [Contract End Date]. This article applies even in the event of a union or employee strike, as this is a foreseeable circumstance that can be prevented, mitigated, and expected by the Contractor.

ARTICLE IV - METHOD OF PAYMENT AND MAXIMUM COMPENSATION

The maximum aggregate compensation payable by RTA to Contractor shall not exceed

The Contractor shall, for the payment of all sums due under this contract, look solely to the monies provided the RTA from tax revenues resulting from duly authorized taxes which shall now or hereafter be levied by the RTA, and from grant contract funds, if any, which may actually be received by the RTA from the federal government under the Urban Mass Transportation Act of 1964, as amended, for the purpose of underwriting, in whole or in part, the RTA's costs pursuant to this contract.

It is expressly understood that the RTA shall be under no obligation whatsoever for any excess costs arising from changes, modifications or extra work orders not specifically approved by the RTA in one or more writings in which the excess cost or costs is specifically set forth.

The RTA will make payment to the Contractor within thirty (30) days after its acceptance of all of the goods and/or services to be sold pursuant to this contract.

ARTICLE V - TERMINATION OF CONTRACT FOR DEFAULT

If, through any cause, the Contractor shall fail to perform fully, timely and in proper manner its obligations under this contract, or if the Contractor shall breach any of the covenants, conditions or agreements contained in the contract, the RTA shall thereafter have the right to terminate this contract by giving notice in writing which shall specify the effective date thereof, to the Contractor of such termination. In such event, any goods delivered and/or installed by the Contractor under this contract shall, at the option of the RTA, become the RTA's property and the Contractor shall be entitled to receive just and equitable compensation therefor, not to exceed the amount payable therefor under Article IV hereof. In the event of termination pursuant to this Article, the RTA may elect instead to remove any goods delivered and/or installed and redeliver the same to the Contractor, all at the Contractor's sole expense, including reasonable charges for any time and/or labor expended by the RTA's employees.

Notwithstanding the above, the Contractor shall not be relieved of any liability to the RTA for damages sustained by the RTA by virtue of any breach of contract or warrants, or of both, by the Contractor for the purpose of setoff and/or recoupment until such time as the exact amount of damages due the RTA from the Contractor is determined.

ARTICLE VI - TERMINATION FOR CONVENIENCE OF THE RTA

The RTA may terminate this contract any time by a notice in writing which shall specify the effective date thereof, from the RTA to the Contractor of such termination. In that event, any goods accepted by the RTA prior to the effective date of the termination shall become the RTA's property and the Contractor shall be entitled to receive just and equitable compensation therefor and for any services accepted by the RTA prior to the effective date; provided, nevertheless, that the amount of such compensation shall not, in any event, exceed the amount of the total contract price, as set forth in Article IV, above, properly attributable to the goods and/or services so accepted.

Neither the acceptance, by the RTA, of any goods and/or services; the payment, by the RTA, for any goods and/or services; nor both acceptance and payment, shall be deemed to waive, to compromise, or to affect in any manner the liability of the Contractor for any breach of contract, of warranty, or both of contract and of warranty.

ARTICLE VII - CONTRACT CHANGES

Any proposed change in this contract shall be submitted to the RTA for its prior approval and shall not become effective unless it is contained in a writing signed by the Chief Executive Officer of the RTA.

ARTICLE VIII - INTEREST OF MEMBERS OF OR DELEGATES TO CONGRESS

No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising therefrom.

ARTICLE IX - PROHIBITED INTEREST

No member, officer, or employee of the RTA or of a local public body during his/her tenure or one year thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof.

ARTICLE X - EQUAL EMPLOYMENT OPPORTUNITY

In connection with the execution of this contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, creed, sexual orientation, gender identity, disability, age, or national origin. The Contractor shall take Affirmative Action to ensure that applicants are employed and that employees are treated during their employment, without regard to their race, religion, color, creed, sexual orientation, gender identity, disability, age, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

ARTICLE XI - DISADVANTAGED BUSINESS ENTERPRISE

In connection with the performance of this contract, the Contractor will cooperate with the RTA in meeting its commitments and goals with regard to the maximum utilization of disadvantaged business enterprises and will use its best efforts to ensure that minority, women or other disadvantaged business enterprises shall have the maximum practicable opportunity to compete for subcontract work, if any, and for the supply of materials or services, if any, which may be necessary or desirable for the performance of this contract.

ARTICLE XII - ASSIGNABILITY

The terms and provisions of the Contract Documents shall be binding upon RTA and the Contractor and their respective partners, successors, heirs, executors, administrators, assigns and legal representatives. The rights and obligations of the Contractor under the Contract may not be transferred, assigned, sublet, mortgaged, pledged or otherwise disposed of or encumbered in any way. The Contractor may subcontract a portion of its obligations to other firms or parties but only after having obtained the written approval by RTA of the subcontractor, which approval shall not be unreasonably withheld. RTA may assign its rights and obligations under the Contract to any successor to the rights and functions of RTA or to any governmental agency to the extent required by applicable laws and governmental regulations or to the extent RTA deems necessary or advisable under the circumstances.

ARTICLE XIII - SUBCONTRACT APPROVAL

The Contractor shall not subcontract or otherwise transfer any part of or interest in this contract (whether by assignment or notation) without the prior written consent of the RTA. Any such transfer without the prior written consent of the RTA shall be void and of no effect.

ARTICLE XIV – NONDISCRIMINATION

During the performance of this contract, the Contractor agrees as follows:

(1) The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, creed, sexual orientation, gender identity, disability, age, or national origin. The Contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, religion, color, creed, sexual orientation, gender identity, disability, age, or national origin.

Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

(2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, creed, sexual orientation, gender identity, disability, age, or national origin.

(3) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(4) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

(5) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(6) In the event of the Contractor's noncompliance with the non-discrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further grantee contracts or Federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order, of the Secretary of Labor, or as otherwise provided by law.

(7) The Contractor will include the portion of the sentence immediately preceding paragraph

(1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontractor purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance:

Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

ARTICLE XV - AUDIT AND INSPECTION OF RECORDS

In the event a single bid or proposal is received, the following will be considered part of the contract.

In the case of all negotiated contracts, and contracts for construction, reconstruction, or improvement of facilities and equipment, which entered into under other than competitive bidding procedures, Contractor agrees that the grantee, the Comptroller General of the United States, or any of their duly authorized representatives, shall, for the purpose of audit and examination shall be permitted to inspect all work, materials, payrolls, and other data and records with regard to the project, and to audit the books, records, and accounts with regard to the project.

Further, Contractor agrees to maintain all required records for at least three years after grantees make final payments and all other pending matters are closed.

IN WITNESS WHEREOF, the parties to this contract have set their hands to triplicate copies on the day and year hereinabove written with each copy to be considered an original.

Greater Dayton Regional Transit Authority

Company Name

RTA Contractor

By:

Signature

By:

Signature

Robert Ruzinsky Name:

Chief Executive Officer Title:

Date: Date:

Attest:

Name

Attest:

Name

By Signature:

By:

Signature

Date: Date:

CERTIFICATE OF FUNDS

I hereby certify that the funds estimated to be required to meet the payment called for in the Contract between the Greater Dayton Regional Transit Authority and Company Name, lawfully appropriated for that purpose and are in the treasury or in the process of collection to the credit of the appropriate fund, free from any previous encumbrances.

Date:

Mary Kay Stanforth Chief Financial Officer