Tender Agreement for Subway Services

Tender Agreement for Subway Services

Parties

Recitals

WHEREAS, the Contracting Authority issued a tender (Tender Reference: ) for the provision of subway services and associated works required to maintain, inspect and operate specified subway infrastructure; and

WHEREAS, the Service Provider has submitted a tender proposal and possesses the technical capacity, personnel, equipment, and regulatory approvals necessary to perform the services described in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the tendered subway services effective as of the Effective Date: .

Scope of Work

The Service Provider shall perform the subway services, works and deliverables described below in accordance with the specifications, performance standards and schedules set forth in this Agreement and in the Service Provider's tender.

Payment Terms

The Contracting Authority shall pay the Service Provider for satisfactory performance in accordance with the following terms.

Late payments shall accrue a late fee of % per month on the overdue balance, commencing after days from the due date, in addition to any recovery costs reasonably incurred by the Service Provider.

Term and Termination

This Agreement commences on the Start Date: and terminates on the End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the proposed termination date. For cause, either party may terminate immediately upon written notice where the other party materially breaches any obligation and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

The parties acknowledge that, in the course of performance, each may disclose Confidential Information to the other. "Confidential Information" means non-public information that by its nature should reasonably be understood to be confidential. The recipient shall (a) use Confidential Information solely for the purposes of performing this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to third parties except to affiliates, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidentiality obligations survive termination for a period of years, except to the extent disclosure is required by law.

Insurance and Indemnity

The Service Provider shall maintain insurance coverage customary for subway operations, including commercial general liability, workers' compensation and automobile liability, with minimum limits of per occurrence (or such other amounts as required by law or the Contracting Authority). The Service Provider shall indemnify and hold harmless the Contracting Authority from claims arising out of the Service Provider's negligent acts, omissions or willful misconduct, subject to applicable law and limitations.

Performance Standards and Compliance

The Service Provider shall perform services in accordance with industry standards and applicable safety, operational and regulatory requirements governing subway systems. The Service Provider shall ensure personnel are properly trained and shall permit inspections, audits and acceptance testing by the Contracting Authority. Failure to meet material performance standards constitutes a material breach and may result in remedies including suspension, deduction of fees, or termination.

Force Majeure

Neither party shall be liable for failure or delay in performing obligations to the extent caused by events beyond its reasonable control, including without limitation acts of God, strikes, governmental actions, epidemics, or interruption of transportation networks. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt to resolve disputes through good faith negotiation; if unresolved, disputes shall be decided by the courts of the chosen jurisdiction.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other addresses as either party may designate by notice to the other.

Entire Agreement

This Agreement, including any schedules, attachments and the Service Provider's tender incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

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