This Plan also lists the key performance indicators to monitor the effectiveness and efficiencies of this contract. This plan elaborates the rights and responsibilities of parties, works and services to be performed, and the terms and conditions under this contract. 2. Contract Background Company needs the Work provided by Contractor, including connection with new substation and transmission design projects, substation and transmission improvement projects, system protection projects and estimating projects which are mentioned in this Contract.
Contractor desires to provide the said work to the Company in accordance to the terms and conditions detailed in this Contract. Thus, parties under this contract agree to be legally bound for the mutual promises, good and valuable considerations. 3. Contract Identification 3. 1 Parties 1. Company 2. Contractor 3. 2 Work All engineering, consulting, technical support, design, professional services, construction management, inspection, instruction, materials, services of any sort, supervision, support, testing, or work performed or provided as may be requested or required by the Company in accordance with the Contract. . 3 Material All articles, apparatus, components, data, deliverables, documents, drawings, design, devices, equipment, goods, information, items, materials, parts, products, programs, reports, supplies, systems, or works performed or provided under the Contract. 3. 4 Contract Start Date/End Date/Extension Options Contract is effective for limited years from the date the Company sign on this Contract. The Contact may be extended under the written agreement of Company and Contractor. 3. 5 Contract Value Contract price is the total dollar amount detailed in the Company’s Task Order/Purchase Order. . 6 Order 1. Task Order/Purchase Order: Company issues order in written, identifying Work and Material, cost, and schedule, to notify Contractor. All orders shall be categorized into either definitive or general orders. 2. Revised Task Order/Revised Purchase Order: Revised Task Order/Revised Purchase Order shall be signed by a duly authorized representative of the Company 3. All orders in excess of a limited amount shall be signed by all parties under this contract. All orders shall be consecutive numbered and describe the scope or Work and Services provided.
Orders are effective upon execution and then become a part of this Contract. 4. If necessary, Company may issue a single Task Order (“General Task Order”). Work shall not against General Task Work unless under the written direction from Company. 5. If any conflict between Contract and any individual Task Order or Purchase Order, the Contract shall govern and take precedence. 3. 7 Standard Quality Standard: Contractor shall establish and implement a documented Quality Assurance Program for the Work. Company has the right to review and approve the Quality Assurance Program prior to the start of the services.
Company is authorized in inspection, surveillance, or audit to the Contractor’s quality system. The audit of the quality system shall be outlined in this Contract. 1. Human Resource: Contractor should maintain and improve Work related knowledge and talent and be capable of providing the necessary construction and services. Contractor shall build a team with full experiences and talents to satisfied Company’s requirement. 2. Work: Contractor shall build a standard for the Work. Work provided by Contractor and Subcontractor shall be high quality and be in accordance to the terms and restrictions in the contract.
Company has the right to review and audit the Work. 3. Material: Material used by Contractor and Subcontractor shall be new and non-deficit. Material shall meet the requirements of Contract and Orders. Material shall also satisfy the standard of Company’s. 4. Unless otherwise specified, all Work, including Materials, shall be in accordance with the last applicable published ANSI, IEEE, ASME, NBFU, ASHRAE, ASTM, AEIC, NEMA or other recognized codes and standards. Safety Standard: Contractor shall build standard for Employee Protection. Contractor shall amend its plan to according to the risks associated with individual Orders.
In addition, Contractor shall comply with all Company safety plans and requirements. Standards of government and laws shall be followed when contractor is building the said Safety Standard. Environmental Standard: Contractor shall perform the Work complying with all applicable laws relating to environmental protection. In addition, all cost incurring in following the said laws, regulations, and requirements are borne by the Contractor. 4. Contract Management Processes 4. 1 Inspection Contractor shall inspect all premises prior to performing Work, making sure itself fully capable of process Work from Orders.
Contractor is obligated to confirm the accuracy of Contract and Orders, and inspect if necessary. 4. 2 Reporting Requirement Under all circumstances, if any error, ambiguity, or accident is found in Work, Contract, or Orders, Contractor reports and notifies Company in written format. 4. 3 Communication Contractor may appoint a Contractor Manager, who will take direction from and report to the assigned Company Manager. All communication are written format. If there is any error, omission, inconsistency, ambiguity, or other discrepancy in the Contract, Contractor shall provide written notice to the Company within three calendar days. . 4 Risk Contractor shall assess and manage the risk prior to and during processing Work. Contractor is responsible to hurdle risks incurring in and after the Work. All costs, fees, and charges related to risks belong to Contractor. Damage to Company due to miss in operation of Contractor’s employees will be deemed to be the responsibility of Contractor. 4. 5 Insurance Contractor is responsible to the expense of insurance from the beginning until total completion and acceptance of the Work. Insurances include: 4. 6 Performance Measure
Company keeps the right to correct Nonconforming Work, including Materials. If Work including Material and service fails to meet the requirements from Contract, Company, or government and law, Company is authorized to ask refund or re-perform from Contractor, and no additional cost or fee will be charged to Company. Re-performed Work shall be examined and approved by Company. 4. 7 Payment Schedule Each Order shall specify the payment method and schedule. Contractor shall submit applications for payment on the tenth calendar day of each month after the start of work.
Application of payment is allowed under the consistence of Work and regulation of Contract, and vice versa. Payment should be made after receiving the invoice in 30days. Any refusal of payment from Company shall be filed by Contractor no later than one year. Company has the rights to decline to make payment and to withhold and deduct the amount due to failure in Working in accordance to Contract. In addition, Company will retain ten percent of invoice amount until Contractor completes all work and performs all Orders unless otherwise specified on Orders.
Retained amount will be paid until Contractor has delivered evidences as Contractor requires dealing with related deficit, doubt, and inconsistency of Work. 4. 8 Warranty Contractor warrants that the Works, including Materials, provided by Contractor or Subcontractors are of high quality, in accordance to the terms of Contract, and fitting the requirements of company. In addition, the said Works comply with all standards in the industry and of the laws. Contractor’s warranty shall end two years since acceptance of the work by the Company. 4. 9 Indemnification 1.
Personal Injury: Contractor is responsible to provide a harmless and safe Work environment. Any loss or injury occurs in Working is deemed to be the responsibility of Contractor. 2. Patent, Copyright and Proprietary Interests: Contractor shall manage to protect patent, copyright, and proprietary interests from damage. If the patent, copyright, and proprietary interests on using are no longer authorized to use in Work, Contractor shall either procure the right to continue to use, or replace them with non-infringing or non-violating items. 3. Compliance with Law
Contractor shall comply with all applicable laws, rules, and regulations. Contractor shall defend and hold harmless Company from violation of the above mentioned laws, rules, and regulations. 5. Contract Termination 5. 1 Termination for Convenience: Company at all times has the right to terminate the contract or Order(s) by sending written notice to contractor. The written notice shall include extent and effective date of termination. On the date of termination, Contractor shall: deliver all such papers and all such steps, including the legal assignment. 5. 2 Termination for Cause
Company at all times has the right to terminate the contract or Order(s) for cause by written notice if Contractor: If unpaid balance of Contract price exceeds Company’s damages due to the termination, such excess will be paid to contractor. If Company’s damages due to the termination exceed the unpaid balance of the Contract price, Contractor shall pay the difference to Company. Contractor shall make every effort to reduce the damage to Company. Any termination not determined a termination for cause will be deemed to be a termination for convenience. 6. Additional Terms 6. Subcontractor Any independent contractor or supplier, under contract with the Contractor, provides any part of the Work, including Materials. 6. 2 Work Place Unless otherwise specified, Contractor shall perform all Work at Contractor’s facilities. Contractor shall provide office space and support to Company personnel at Contractor’s facilities. 6. 3 Personnel All Contractor personnel must be accepted by Company. Contractor shall not remove or reassign personnel without the Company’s written approval. Company reserves the right to deny access to its facilities to any person or entity.
Contractor shall complete appropriate background checks on employees, agents, and consultants. 6. 4 Documents and Drawings All Documents are the property of the Company and shall not be copied or used in any manner other than for the Work. All Contract Documents shall be returned to the Company upon request. Technical documents shall be submitted in electronic format. Final signed and issued documents shall be provided in a “read only” file format. The original file shall also be given in its native file format, allowing for future documentation versioning control. All technical drawings shall conform to above description. . 5 Compensation The method of compensation, either lump sum or Time and Material (T&M), will be specified on Order. Unless otherwise specified, no payment shall be made for overtime and travel. 6. 6 Confidential Information Contractor agrees to hold information, whether in oral, written, or physical form, which Company considers to be confidential, in confidence. Contractor shall not make any copy or reproduce or excerpt said information except for purposes authorized by Company. Contractor, its employees and subcontractors may be required to complete a certification of compliance if they are deemed o be involved in duties related to procurement activities or have access to what the Company regards as confidential information. Contractor has obligations and duties owed to Company and shall remain in effect for ten years from the date of Contractor’s receipt of such information. Contractor may disclose said information if: 6. 7 Assignments Contractor shall not assign its rights or obligations to any other party without the prior written permission of the Company. 6. 8 Force Majeure and Delays 1. Under inevitable circumstances, Contractor has rights to request extension of Work period. . Contractor shall use its best efforts to avoid delay and shall keep Company informed. 3. Contractor shall notify Company in written format, including the cause(s), within twenty-four hours from the beginning of any delay. 4. Company is not liable for any increased costs. 5. Company shall reimburse Contractor its expense incurred as a result of delay due to Company’s interference. 6. 9 Alternations, changes, and extras Company has the right to order extra Work, to make alternation, and to make changes. Such changes shall be made by a written Revised Order issued and approved by Company.
Except in an emergency, Contractor shall not perform extra work nor supply extra material unless a revised order has been sent from Company. Fail to comply with this requirement will constitute a waiver of any additional compensation. The value of changes or extras shall be determined by mutual agreement and shall be added to the Contract price. Contractor shall submit written notice within three calendar days since finding increase of expenses, and submit a detailed statement of cost within thirty calendar days after such notice is received by Company. 6. 10 Project Schedule and Management
Company shall provide a Project Schedule within fifteen calendar days after receiving Order(s). Contractor should provide Company Work documents before performing of the Work. Company may review said documents, but such review is not deemed to lessen Contractor’s responsibility. 6. 11 Equal Employment Opportunity Contractor certifies that it does not discriminate against its employees or applicants for employment and is in compliance with all of the laws against discrimination. Company is committed to increasing the amount of business placed with minority and women-owned firms.
Contractors are encouraged to utilize qualified minority and women Subcontractors wherever possible. 6. 12 Advertising Contractor or Subcontractors, employees, or agents shall not use Company’s name, photographs, logo, trademark, or other identifying characteristics or that of any of Company’s subsidiaries or affiliates without Company’s prior written approval. 6. 13 Waiver Any waiver shall be effective only if in writing and signed by Company’s authorized representative. 6. 14 Government Law The Contract shall be governed by and construed in accordance with the laws of the State of New Jersey. Any legal claim, suit, proceeding, or action rought against the Company shall be brought in New Jersey state courts. 6. 15 Entire Agreement This Contract constitutes the full agreement between the parties. No terms, conditions, agreements, representations, understandings, course of performance, course of dealing, or usage of trade purporting to modify, vary, supplement, explain, or amend any provisions of this Contract shall be effective unless in writing, signed by a Company representative authorized. If any part of this Contract is determined to be judicially unenforceable for any reason, the remainder of this Contract shall remain in full force and effect.
