Appendix C: Generic Contract Format

The example, below, is one contract format without most of the local Agency legal terms. The contractual wording is in italics to distinguish it from the comments.

This is the start of the sample contract.


Contract Objectives

AGENCY's Objective is to select a Contractor to provide preventive and responsive maintenance for the equipment associated with the AGENCY's ITS. The Contractor will provide these preventive and responsive maintenance activities for all the AGENCY's equipment within the boundary defined in the geographic scope.

Clear definitions are required to help prevent frequent misinterpretatins between contractor and Agency.


Preventive maintenance consists of regularly scheduled activities such as, but not limited to, electrical testing, replacement of necessary parts, cleaning, and lubrication.

Responsive maintenance consists of responding to the daily log of faults reported concerning the various components of the System. It is the responsibility of the contractor to meet the minimum time requirements to reach the site and begin repairs.

Emergency maintenance is similar to responsive maintenance; however, it has a higher priority and needs a much shorter response time.

General Requirements

Each Agency will need to add its appropriate manuals.

The Contractor shall manage all assets within the project limits and will perform work that produces end results in accordance with the Department Specifications (including all Supplemental Specifications and Special Provisions these include, but are not limited to):

AGENCY Construction Manual
AGENCY Work Area Protection Manual
Manual on Uniform Traffic Control Devices
AGENCY Road and Bridge Specifications
AGENCY Road and Bridge Standards

Proper health and safety measures will be taken to insure safety for the traveling public, AGENCY employees, contractor employees and subcontractor employees.

The contractor and agents are required to pay all tolls.

Maintenance of traffic is solely the responsibility of the contractor. Under no circumstances will maintenance of traffic be an additional pay item.

AGENCY will pay all highway electric bills. Responsibility for maintaining power to devices will be as follows:

From the utility to the meter – local power company

From the meter to the control cabinet or breaker – AGENCY's current roadway lighting contractor

From the control cabinet or breaker to and within the devices – this contractor

The contractor shall maintain a responsive maintenance log, which shall detail all complaints or requests and the dispositions of the items contained in the log. The complaint log will be kept on the maintenance computer within AGENCY.

The contractor shall comply with AGENCY's lane closure restrictions/requirements. In some locations this may require the work to be performed at night. All overhead work over impacted traffic lanes shall include proper lane closures.

The contractor is required to provide at all times all operational crews with working cell phones. In addition the contractor shall provide a single phone contact for the contractor's supervisor. The contractor shall provide to AGENCY and keep current all cell phone contact numbers. It is essential that the operating crews can contact AGENCY's control center to ensure correct operation of equipment and verify equipment status in the control center.

The existing AGENCY Technicians will act as contract administrators with the responsibility of ensuring that work is done to a specified standard. These standards will be in accordance with the workload guidelines supplied by AGENCY. They will be responsible for signing off on the job when the contractor satisfactorily completes the work. The technician supervisor will be responsible for the overall assignment of work to the contractor.

Form of Contract

Under the terms of this contract, there are four requirements:

These are examples. The issue of contract form and pricing is examined in a subsequent section.
  • The first requirement will be for performing the preventive maintenance. This will be a fixed-price contract.
  • The second requirement is for storing, purchasing and maintaining the inventory. This will be fixed-price.
  • The third requirement is for performing responsive maintenance. Payment will be by type of item repaired and number of repairs undertaken.
  • The forth requirement is for additional work at the request of AGENCY. The contractor must provide a minimum two-man team and all necessary incidental equipment for additional work. This will be an hourly reimbursable item.

Monthly Status Meetings

Each month, the contractor shall hold a status meeting with AGENCY. At these meetings the contractor shall discuss the previous month's repairs, anticipated work for the next month, spare purchases for the month and other operational problems that may arise. The contractor is responsible for taking and distributing the minutes of these meetings. These minutes must be transmitted to AGENCY within seven days for approval by AGENCY.

Expansion of the system during maintenance contracts has proven problematical. This allows some growth within constraints that a contractor can cost.

Geographic Scope

The geographic coverage of this contract includes all of the field and ITS devices used by the AGENCY system as proscribed in the map shown in Appendix A – Geographic Scope.

AGENCY reserves the right to increase the number of devices to be maintained within this area by up to 2% on any specific device type. The contractor is not entitled to additional payment resulting from such an increase.

AGENCY reserves the right to increase the geographical scope of this contract at any boundary for a distance not more than five miles. The contractor is not entitled to additional payment resulting from such an increase.

Equipment to Be Maintained

The equipment is to be included in this contract includes:

The contractor needs to be told what is and what is not included to know if they have the requisite skills.
  • Gates and Controls
  • Variable Message Signs VMS (including blank-out signs used for ramp metering)
  • Close Circuit Television (CCTV)
  • Vehicle detectors both loop and piezoelectric
  • External communication plants including optical fiber, coaxial, and copper cabling, conduit, cabinets, pull boxes, etc.
  • AGENCY's TMC communication plants including modems, multiplexers, telephones, leased service through Bell Atlantic and other service providers
  • AGENCY's computer hardware including servers and workstations running UNIX and MS Windows. Software is not included
  • AGENCY's video equipment including matrix switches, monitors, wall displays, etc.

Preventive maintenance shall be applied to all of the above equipment. Responsive maintenance may be applied to any of the equipment at the discretion of AGENCY.

Maintenance Procedures

The initial numbers for each equipment type are contained in Appendix B - Initial Equipment Inventory. For each equipment type there are defined preventive maintenance procedures. These procedures are defined in Appendix C – Preventive Maintenance Procedures. Each component's preventive maintenance procedure has a fixed period between procedures. These are defined in Appendix D – Preventive Maintenance Frequency. Appendix E provides guidance on the required Equipment Repair Response Time. Appendix F defines the manufacturer's procedures proscribed by the manufacturers.

The start time for these periods shall begin upon notification to proceed. However, it is required that all equipment be subjected to a preventive maintenance within 50 percent of the time between maintenance procedures. For example, those items that need to be maintained every 6 months must have their initial maintenance activity performed within the first 3 months. Should individual items be found to be faulty such that preventive maintenance cannot be performed these items must be reported to AGENCY. Should any defects or problems be found during the preventive maintenance activities then the contractor should remedy these at that time with no additional compensation.

This clause prevents the contractor from being rewarded for doing a poor job and then billing twice.

Additional work will be performed at the request of AGENCY.

Should the contractor perform a responsive maintenance action and within 5 days the same fault is reported on the same piece of equipment then it is the contractor's responsibility to make the second and any subsequent repairs at no cost to AGENCY. Should a particular device persist in its failures then upon AGENCY's instruction such device can be removed from the list of items to be maintained. The contractor may petition AGENCY to remove items from the list of preventive maintenance.

Record-Keeping Procedures

The contractor shall provide and install at a location within AGENCY a computer running Microsoft Access. This will be known as the maintenance computer. The Contractor shall configure and install the Access database to show all preventive and responsive maintenance activities. This computer shall also keep the inventory of current spares. This database must be updated daily at the end of each day. The contractor must configure the system to be accessible remotely. Any required communication charges will be at the contractor's expense. In addition it is required that the contractor at the end of each day communicates the next day's planned activities in an electronic form to the maintenance database. The records on the Maintenance PC shall at a minimum include:

  • Date and time of failure report
  • Person or source of the report
  • Location of device
  • Description of failure or symptom
  • Name of person responding
  • Arrival time at location of reported failure
  • Weather and condition of the site
  • Actions taken
  • Date and time of rectification
  • Spare part details
  • Any consequential events – such as, but not limited to, failure to operate or secondary failure.

The contractor shall maintain accurate and complete records of all work activities, status reports, meeting notes, cost proposals, invoices, inventory records, etc. As-Built documentation shall be required when equipment or cable is reconfigured. As-Built documentation shall consist of, but not limited to modifying cabinet drawings, fiber-optic block diagrams and fiber allocation drawings. All project records will be the property of AGENCY and shall be returned to AGENCY prior to final payment of the contract.

Equipment Control

At the commencement of the contract, AGENCY will provide some spares to the contractor. At the end of the contract the contractor must return all spares to AGENCY.

Although some Agencies do not allow mark up on hardware the contractors will not buy inventory and hold it without compensation for both labor and use of money. Some form of payment is required.

The contractor shall maintain sufficient inventory of spares to ensure the repair response time specified in the appendices. These spares will be purchased by the contractor and owned by AGENCY. The contractor can invoice AGENCY for spares added to inventory if it is not more often than once per month. The contractor shall not maintain the inventory in excess of 10 percent of items on a per item basis. A 15 percent markup is allowed on the purchase of spares. Shipping, insurance and purchase costs should be paid by the contractor and billed to AGENCY. AGENCY must give prior written approval (within 5 working days) for each monthly order made by the contractor. The contractor shall maintain and make readily available the maintenance of the PC, as well as, the location of all spares. Spares records are to include as a minimum:

  • Manufacturer
  • Model number
  • Descriptive title
  • Serial number
  • Location
  • Purchase date
  • Date installed – when applicable
  • Location of installation – when applicable

The contractor is fully responsible for these spares. The contractor shall insure all AGENCY property against all hazards or loss and name AGENCY as the beneficiary in the case of loss. A copy of the insurance documents must be provided to AGENCY. AGENCY has the right to audit the inventory at any reasonable time by providing the contractor with five days notice.

Bar-Code System

If the Agency has no inventory control system, a maintenance contract can be an opportunity to acquire one.

The contractor shall purchase a bar-code system that is compatible with AGENCY's old system. AGENCY's approval of the new bar-code system is required prior to purchase. The contractor shall ensure that all new and replacement equipment has bar-code labels attached that are compatible with AGENCY's current system. The contractor shall add new bar-code labels to all equipment that is currently unlabeled as part of the initial preventive maintenance tasks. Data corresponding to each equipment item must be recorded in the bar-code system at the AGENCY. The contractor will not be responsible for adding the data from the old system to the new system. The contractor will obtain approval from AGENCY for a bar-code system and invoice AGENCY for the total bar-code system costs without markup. AGENCY will pay for the bar-code system in the same manner, as it will for the other inventory items being held by the contractor. The implementation of the bar-code system must be completed by the contractor and commence operation within three months of the notice of process.


The proposal shall include a Staffing/Management Plan defining the key staff for ITS Maintenance and the Project Management Team. Resumes for the key staff must be provided. During the project life, changes to the key staff and Project Management Team shall require approval of the AGENCY project manager prior to use of the staff on the project. The AGENCY project manager shall have the right to reject any proposed replacement staff and request another replacement. If at any time the Department deems the contractor's personnel unacceptable, AGENCY reserves the right to cancel the contract.

The staffing/management plan should include:

Location, size and nature of primary office to centralized project activities and in which the contractor's project manager will reside.

Location(s) of resources (offices, equipment, manpower, spares and materials) to be utilized.

Proposed plan for communication and coordination among the Team and key staff.

Proposed maintenance schedule for all ITS devices.

Qualifications of all personnel.

Staffing Qualifications

All staffing associated with this project must be qualified for the work that is to be performed. Specifically technicians, that are responsible for the electronic components, must have a minimum of a two year associate degree plus two years relevant work experience or equivalent. An equivalent to this qualification would be more than five years of relevant experience. Any proposed equivalent must be approved by AGENCY.

Please note: The Contractor is required to furnish labor with expertise in the following equipment.

Item # Equipment Manufacturer Model No. Location End Use

In the table, above, enter Agency's list of equipment types.

Safety Plan

Within 30 days of the contract signing, the contractor shall provide a Safety Plan for the project. The contractor is required to follow all applicable safety laws, regulations, and AGENCY standard safety procedures. The Safety Plan shall ensure compliance to the requirements of the Manual on Uniform Traffic Control Devices (MUTCD), OSHA, and others as appropriate. Appropriate safety attire for personnel in the field, clear markings, and functional lights on vehicles must be part of the safety plan.


The contractor shall ensure the protection of all utilities, conforming to all regulations applied to work within the State. Before work shall be undertaken, the contractor shall be responsible to mark and identify all utilities, which are adjacent to the work area.

Contractor's Responsibility for Utility, Property and Services

At points where the contractor's operations are adjacent to the properties of any utility, including railroads, and damage to which might result in considerable expense, loss, or inconvenience, work shall not commence until arrangements necessary for the protection therefore have been completed.

The contractor shall cooperate with owners of utility lines so that removal and adjustment operations may progress in a reasonable manner, duplication of adjustment work may be reduced to a minimum, and services rendered by those parties will not be unnecessarily interrupted.

Should the contractor as a result of his working cause a cut in any communications media, it is the contractor's responsibility to repair that cut within one hour of the cut occurring.

If any utility service is interrupted as a result of accidental breakage or of being exposed or unsupported the Contractor shall promptly notify the proper authority and shall cooperate with the authority in the restoration of service. If utility service is interrupted repair work shall be continuous until service is restored. No work shall be undertaken around fire hydrants until the local fire authority has approved provisions for continued service. When the Contractor's work operations require the disconnection of "in service" fire hydrants the Contractor shall notify the locality's fire department or communications center at least 24 hours prior to disconnection. In addition the contractor shall notify the locality's fire department or communications center no later than 24 hours after the reconnection of such hydrants. The contractor shall be responsible for any damage to utilities that are attributable to his neglect or methods of performing work.

Performance of the Contractor

Throughout this contract, AGENCY may conduct a review of the various works performed by the contractor. These reviews shall be to determine the compliance of the contractor's operations with the maintenance requirements, the terms of the contract, and the policies and procedures of AGENCY. The contractor shall fully cooperate with these reviews. If deficiencies are found AGENCY shall inform the contractor of this in writing. The contractor shall take immediate remedial action to cure any deficiencies. No additional compensation will be due to the contractor associated with such remedial actions. AGENCY reserves the right to use it's own staff for any maintenance activities at its discretion and may prioritize response calls at their discretion.

Locally specific penalty clauses will need to be configured for each Agency to ensure that their contracts are enforceable.

The contractor is required to maintain the AGENCY's devices uniformly and consistently throughout the contract period meeting both AGENCY and, as appropriate, the manufacturer's performance specifications. Continued poor performance of work or failure to perform shall cause the contractor to be declared in default of the contract. Failure to meet the maintenance requirements specified in this contract shall result in a written notice from AGENCY. This information shall inform the contractor of non-compliance, as well as the disincentives that will occur when the daily average for the month being requested falls below 90 percent of the items that were scheduled to be repaired. Items where the failure to repair is beyond the control of the contractor, will not be included in this calculation. Disincentives will be assessed based on the percentage of outstanding work below 90 percent. The outstanding percentage of deficient work will be deducted from the monthly payment as liquidated damages to compensate the Department for the loss of use of such failed equipment. Under no circumstances will any monies deducted as liquidated damages be returned to the Contractor. The contractor is required to submit a remedial schedule for the outstanding percentage of work within 5 days of receipt of the written notice of the failure to meet maintenance requirements. Failure of the contractor to bring the percentage of work back into compliance within 30-days shall result in the contractor being declared in default of the contract.

One reason given by contractors for high bids is uncertainties over which they have no control.

It is not the intent of AGENCY to unfairly penalize the contractor for events beyond his control such as acts of God, vehicle hits, severe weather conditions, major power failures, etc. Failure to repair or perform preventive maintenance during such periods will not be used to penalize contractors. The costs for such calls may at the discretion of AGENCY be paid for under the additional work item payment category.

The contractor must ensure that all warranties remain valid. To achieve this, the contractor shall perform all the preventive work specified by the manufacturer within the periods specified by the manufacturer for all equipment. If these tasks are covered by the standard preventive maintenance then both conditions apply. AGENCY shall provide copies of all existing relevant warranties.

The contractor shall provide vehicular equipment such as, but not limited to (bucket trucks, inspection trucks), field engineering equipment, tools, materials, cellular phones and other equipment necessary to perform the work. An approved vendor as per the equipment specification requirements shall calibrate all electronic maintenance and measurement equipment. These items include but are not limited to:

  • Optical Time Domain Reflectometers (OTDR)
  • Oscilloscopes
  • Spectrum Analyzers
  • Network Analyzers
  • Waveform Generators
  • Sweep Generators
  • Frequency Counters
  • Multi-meters
  • Inductance Meters
  • Power Meters

The contractor shall provide conveniently located secure premises to store all spare parts inventory. The contractor shall provide workbench facilities to enable diagnostic testing and remedial work.

The following sections can be included as attachments to the contract.

Geographic Scope

A map of the site provides a check for the contractor to ensure that more remote locations will not be added by the Agency.

In addition to the roadside equipment shown the on the map below and the TMC the contractor is responsible for equipment at:

Other locations such as remote sites, other Agency building, maintenance depots, etc.

Initial Equipment Inventory to be Maintained

AGENCY reserves the right to substitute equipment on this list as repairs and upgrades occur. Substitutions such as, but not limited to, replacing coaxial cable with fiber-optic, replacing VMS of one manufacturer with a VMS from another manufacturer will occur.

Item Equipment Description Quantity
Preventive maintenance procedures for a selection of ITS devices are included in this report in the Appendices.

Preventive Maintenance Procedures

All supplies and parts used in the maintenance of equipment shall meet the manufacturer's requirements for the unit being serviced.

Preventive Maintenance (PM) Frequency
Equipment PM Wkly Bi-monthly Monthly Quarterly Half Yearly Yearly
When defining the minimum response time, be aware of the costs associated with asking for a quick response. Ask a contractor how he or she would go about calculating the cost.

Equipment Minimum Response Time (Hours)
Equipment Reported Problems Minimum

Manufacturer's Procedures

In this section, the bidder needs to be made aware of the maintenance requirements to keep warranties current in order to cost the effort.

The following sections define the equipment under warranty and vendor's recommended maintenance procedures and frequencies.

This is the end of the sample contract.