1-GL-2027-14 Sludge Hauling Bid Doc- Final.pdf

TOWN OF GLASTONBURY

INVITATION TO BID

BID # ITEM DATE & TIME REQUIRED

GL-2027-14 Sewage Sludge & Wastewater Hauling November 10, 2026 @ 11:00 a.m.

and Disposal

The Town of Glastonbury, Water Pollution Control Division, is seeking Bids for the transportation and disposal of sewage sludge generated at its Water Pollution Control Facility (WPCF) located at 2149 Main Street, Glastonbury, Connecticut. The Town is also seeking bids for the transportation of wastewater, from our Eastbury Pump Station located at 35 Roaring Brook Plaza, Glastonbury, CT 06033, for disposal at the Water Pollution Control Facility.

Bidders submitting a response for this solicitation are directed to respond online through a secure e-Procurement portal. Bids can be submitted at the following link: https://glastonburyct.bonfirehub.com/ under the BID title “GL-2027-14– Sewage Sludge & Wastewater Hauling and Disposal”. Bidders will be required to create a profile before submitting their bid. Step-by-step instructions on how to register as a Bidder are available at this website:

https://customer.eunasolutions.com/public/s/article/vendor-registration .

All bids will be publicly opened and read aloud via Zoom on the date and time recited above.

No late bids will be accepted.

This Invitation to Bid, Instructions to Bidders, Drawings, Specifications and other Bidding Documents (as defined in the Instruction to Bidders) are available for viewing and downloading on the Town of Glastonbury website www.glastonburyct.gov or the State’s website at www.das.state.ct.us at no cost.

The Town of Glastonbury is An Affirmative Action/Equal Opportunity Employer. Minority/Women’s Business Enterprises are encouraged to bid.

The Town reserves the right to amend or withdraw this Invitation to Bid for any reason, to accept or reject any or all Bids, to waive any informalities or non-material deficiencies in any Bid, and to make such award (or make no award) of a contract in connection with this Invitation to Bid all as determined by the Town, in its discretion, to be in the best interest of the Town. A Bid may be rejected for irregularities of any kind, including without limitation, alteration of form, additions not called for, conditional proposals, and incomplete Bids. A Bid may also be rejected if, in the opinion of the Town, the Bid does not meet the standard of quality established by the Bidding Documents. Any or all Bids may be rejected if there is any reason to believe that collusion exists among two or more Bidders. The foregoing provisions are for illustrative purposes and shall in no way limit the right of the Town to reject any and all Bids, in whole or in part.

Gina Consiglio Purchasing Agent

BID #GL-2027-14TOWN OF GLASTONBURY

SEWAGE SLUDGE & WASTEWATER HAULING AND DISPOSAL

SECTION

TABLE OF CONTENTS

TC

Invitation to Bid

Table of Contents TC

Information for Bidders IB 1-3

Detailed Specifications DS 1-4

Insurance Requirements IR 1

Bid Proposal BP 1-4

Sludge Test Results - Attachment A

Sample Contract- Attachment B

Bid Sludge Table FY 2028 to FY 2032- Under separate cover (Excel) Must be submitted with bid submission.

BID #GL-2027-14TOWN OF GLASTONBURY

SEWAGE SLUDGE & WASTEWATER HAULING AND DISPOSAL

INFORMATION FOR BIDDERS

1. Bidders submitting a response for this solicitation are directed to respond online through a secure e- Procurement portal. Bids can be submitted at the following link: https://glastonburyct.bonfirehub.com/ under the bid title “GL-2027-14 – Sewage Sludge & Wastewater Hauling”. Bidders will be required to create a profile before submitting their bid. Step by-step instructions on how to register as a Bidder are available at this website:

https://customer.eunasolutions.com/public/s/article/vendor-registration . Bidders will be required to upload their bid response as one consolidated pdf document in the following file located in the bid portal:

• Bid Response & Related Documents

2. Whenever it is deemed to be in the best interest of the Town, the Town Manager, Purchasing Agent or designated representative shall waive informalities in any and all bids. The right is reserved to reject any bid, or any part of any bid, when such action is deemed to be in the best interest of the Town of Glastonbury.

3. It is the intent of the Town to enter into a five (5) year agreement with the successful bidder beginning July 1, 2027 to June 30, 2032. The award will be on the basis of the lowest overall five (5) year bid total cost from a qualified bidder for Sewage Sludge and Wastewater Hauling and Disposal. Bidder qualifications may include but not be limited to additional factors such as backup capabilities, available hours and laboratory testing capabilities. Unit costs shall include the total cost to the Town. The Town shall not be assessed additional fees. In the event that the Town finds computational errors in a respondent’s bid proposal, the bid total cost shall be recalculated by the Town based on the unit prices contained in the bid proposal. The Bidder must submit pricing for both sludge and wastewater hauling and disposal for the five-year period to qualify for the award (see instructions on Bid Sludge Table FY 2028 to FY 2032). Sludge 5 Year Total Cost based on spreadsheet items C, D, and E (percent solids within 5.0% to 7.9%).

4. Bids will be carefully evaluated as to conformance with stated specifications.

5. Specifications must be submitted complete in every detail and, when requested, samples shall be provided.

If a bid involves any exception from stated specifications, they must be clearly noted as exceptions, underlined, and attached to the bid.

6. The Bid Documents contain the provisions required for the requested item. Information obtained from an officer, agent, or employee of the Town or any other person shall not affect the risks or obligations assumed by the Bidder or relieve him/her from fulfilling any of the conditions of the bid.

7. Each Bidder is held responsible for the examination and/or to have acquainted themselves with any conditions at the job site which would affect their work before submitting a bid. Failure to meet these criteria shall not relieve the Bidder of the responsibility of completing the bid without extra cost to the Town of Glastonbury.

8. Any bid may be withdrawn prior to the above scheduled time for the opening of bids or authorized postponement thereof. Any bid received after the time and date specified shall not be considered. No Bidder may withdraw a bid within sixty (60) days after the actual date of the opening thereof (the “Bid Holding Period). Should there be reasons why a Bid cannot be awarded within the specified period recited above, the Bid Holding Period may be extended by mutual agreement between the Town and the Bidder. The Town reserves the right to request clarifications from any Bidder on any and all documents received as a portion of their submitted Bid.

IB-1

9. Each electronic bid submission must be accompanied by a COPY of the bid bond payable to the Town for ten percent (10%) of the total amount of the bid. Original bid bonds from all respondents must be mailed to the attention of the Purchasing Agent immediately (within 24 hours) following the virtual bid opening at the following address: Town of Glastonbury, PO Box 6523, Glastonbury, CT 06033-6523, Attn: Gina Consiglio, Purchasing Agent. The bid bond of the successful Bidder will be retained until the payment bond and performance bond have been executed and approved, after which it will be returned.

10. The successful bidder will be required to provide an annual performance and labor and material payment bonds in the full amount of the agreed annual contract price. This bond shall cover all aspects of the specification and shall be delivered to the Purchasing Agent prior to the issuance of a purchase order. The Performance and Payment Bond shall be provided annually for the term of the contract.

11. The Bidder agrees and warrants that in the submission of this sealed Bid, they will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religion, national origin, sex, or physical disability including, but not limited to blindness, unless it is shown by such Bidder that such disability prevents performance of that which must be done to successfully fulfill the terms of this sealed Bid or in any manner which is prohibited by the laws of the United States or the State of Connecticut: and further agrees to provide the Human Relations Commission with such information requested by the Commission concerning the employment practices and procedures of the Bidder. An Affirmative Action Statement will be required by the successful Bidder.

12. Bidder agrees to comply with all of the latest Federal and State Safety Standards and Regulations and certifies that all work required in this bid will conform to and comply with said standards and regulations. Bidder further agrees to indemnify and hold harmless the Town for all damages assessed against the Town as a result of Bidder’s failure to comply with said standards and/or regulations.

13. All correspondence regarding any purchase made by the Town of Glastonbury shall reference the Town purchase order number.

14. Bidder is required to review the Town of Glastonbury Code of Ethics adopted July 8, 2003 and effective August 1, 2003 and revised October 29, 2013 and effective November 28, 2013. Bidder shall acknowledge that they have reviewed the document in the area provided on the bid/proposal response page (BP). The selected Bidder will also be required to complete and sign an Acknowledgement Form prior to award. The Code of Ethics and the Acknowledgement Form can be accessed at the Town of Glastonbury website at www.glastonburyct.gov.

Upon entering the website click on Bids & Proposals Icon, which will bring you to the links for the Code of Ethics and the Acknowledgement Form.

15. Non-Resident Contractors (IF APPLICABLE):

Upon award the Town is required to report names of nonresident (out of state) Contractors to the State of Connecticut, Department of Revenue Services (DRS) to ensure that Employment Taxes and other applicable taxes are being paid by Contractors. A single surety bond for 5% of the entire contract price is required to be filed with DRS by any unverified nonresident prime or general contractor (if awarded) where the contract price for the project is $250,000 or more. The contractor will be required to promptly furnish to the Town a copy of the Form AU-968 - Certificate of Compliance issued by the State of Connecticut, DRS.

See State of Connecticut Notice SN 2012 (2).

IB-2

16. Bidder shall include on a sheet(s) attached to its proposal a complete disclosure of all past and pending mediation, arbitration and litigation cases that the bidder or its principals (regardless of their place of employment) have been involved in for the most recent five years. Please include a statement of the issues in dispute and their resolution. Acceptability of Bidder based upon this disclosure shall lie solely with the Town.

17. Bidder or its principals, regardless of their place of employment, shall not have been convicted of, nor entered any plea of guilty, or nolo contendere, or otherwise have been found civilly liable or criminally responsible for any criminal offense or civil action. Bidder shall not be in violation of any State or local ethics standards or other offenses arising out of the submission of bids or proposals, or performance of work on public works projects or contracts.

18. Technical questions regarding this bid shall be made in writing and directed to Mr. Jeff LeMay, Director of

Wastewater, Refuse and Recycling at jeff.lemay@glastonbury-ct.gov. For administrative questions concerning this bid, please contact Gina Consiglio, Purchasing Agent, by email at purchasing@glastonbury-ct.gov. All questions, answers, and/or addenda, as applicable, will be posted on the Town’s website at www.glastonburyct.gov (Upon entering the website scroll down to click on Bids & Proposals Icon, then scroll down page to see the active bid table. You must click the Bid Title to view all bid details and document links).

The request must be received at least five (5) business days prior to the advertised response deadline. It is the bidder’s responsibility to check the website for addenda prior to submission of any bid/proposal.

IMPORTANT:

• Failure to comply with general rules may result in disqualification of the Bidder.

• Municipal projects are exempt from Federal Excise Taxes, as well as, State of Connecticut Sales, Use and Service Taxes and should not be include in the Bidder’s proposal.

IB-3

1. GENERAL

1.1. The Town of Glastonbury, Water Pollution Control Division, is seeking Bids for the transportation and disposal of sewage sludge generated at its Water Pollution Control Facility (WPCF) located at 2149 Main Street, Glastonbury, Connecticut, and additionally for the transportation of wastewater, from the Eastbury Pump Station located at 35 Roaring Brook Plaza, Glastonbury, CT 06033, with disposal at the WPCF.

1.2. It is the intent of the Town to enter into a (5) five-year agreement with the successful bidder. Commencing on July 1, 2027 to June 30, 2032. The Town will only accept bids from those Bidders that provide completed bids for both sludge transportation with disposal and wastewater transportation. The agreement shall be extended and continue in force for the following and each successive year unless terminated by the Town in writing with Ninety (90) day's written notice.

1.3. Bidder shall provide a list of a minimum of four (4) references, with similar scope of services performed.

Include with submittal of bid.

2.4. Work performed shall include transportation, processing and disposal and shall be in compliance with all latest local, state and federal regulations.

2.5. Bids shall be reviewed by Town Staff, Water Pollution Control Authority, and may include a visit to the Bidder’s Disposal Sites.

2.8. Normal work hours for sludge disposal loading shall be Monday thru Friday, 7:00 AM – 2:30 PM, unless other arrangements are made.

DETAILED SPECIFICATIONS

DS-1

2. SCOPE OF SERVICES – SLUDGE TRANSPORTATION & DISPOSAL

2.1. Current sludge generation of approximately 670 dry tons/year and 2.60 million gallons/year based on most recent 4-year average (Gal. Multiplier in Bid Sludge Table FY 2028 to FY 2032 derived from statistical data in 3.3 under referenced fiscal year above, multiply monthly average by 12). There is no guarantee of sludge quantities. Sludge is currently disposed at The Mattabasset District Water Pollution Control Facility, Cromwell, CT. Mattabassett will be the primary disposal site.

2.2. Bidder shall provide equipment, labor and all insurance coverages required to provide transportation with disposal of sludge generated at the Water Pollution Control Facility. In addition, bidder shall also provide backup capabilities to cover disposal facility shutdowns and equipment or labor shortages.

2.3. Sludge generated is primarily from domestic sources with light industrial waste.

2.6. Bidders are required to submit two (2) alternate backup disposal sites in complete detail included with this bid. Include agreement with disposal site without pricing or letter from disposal site stating Bidder has active agreement through the duration of the contract terms.

2.7. The pricing schedule has indicated varying sludge solids concentrations included in this bid based on the Town's existing system. Should the Bidder offer alternative concentration capabilities, they must be submitted in detail with this bid.

2.9. Town shall use onsite flow meter for loading of tankers to provide verification of gallons loaded. Bidder shall provide Town a copy of loading slip with gallons shown. In the event Town’s flow meter is inoperable Bidder shall provide alternate method approved by Town to correctly measure gallons.

2.10. In order to maximize hauling efficiencies, the Town requires the Bidder tanker capacity to be a minimum of 6,500 gallons.

2.11. Approximate loading time into 6,500-gallon tanker is 45 minutes with existing equipment.

2.12. Bidder shall be responsible for all spills due to negligence or equipment failure; cost of cleanup is that of the Bidder.

2.13. Bidder shall provide minimum three (3) years of experience performing transportation of sludge and/or wastewater with similar terms.

3. EXISTING SYSTEMS

3.1. The mixture of primary and secondary sludge is gravity thickened to approximately 3.0% then pumped to storage tanks having a total storage capacity of 47,800 gallons. The sludge is further processed by mechanical sludge thickening equipment to a range of 5-7% solids then stored in a storage tank prior to loading onto proposed Bidders’ equipment via Town’s existing equipment. In case of pump or equipment failure the Bidder shall provide vacuum pumping capability to evacuate tank(s) under these circumstances. A 6" diameter hose with cam lock fittings is utilized for loading. Scum is stored in a ground level tank with a holding capacity of 2,250 gallons and is disposed of approximately 1x/month (approximately 27,000 gals/year) this material is mixed into sludge holding tank, and then pumped onto tanker during normal sludge loading.

3.2. Sludge test results included as Attachment A.

The following provides statistical plant data.3.3.

Sludge Month FY 26 FY 25 FY 24 FY 23

234000208000260,000240,500July 260000227500221,000253,500August 234000221000188,500234,000September 175500182000208,000233,500October 195000175500221,000208,000November 221000208000240,500227,500December 188500169000234,000221,000January 156000162500195,000208,000February 221000169000188,500240,500March 162500175500260,000201,500April 221000221000279,500247,000May 247000240500240,500214,500June

DS-2

Total 2,729,500 2,736,500 2,359,500 2,515,500

Mthly Avg 227,458 228,042 196,625 209,625

4 Year Average: 2,585,250 gallons/year

674 dry tons

4. SCOPE OF SERVICE – WASTEWATER TRANSPORTATION

4.1. The Town presently operates a holding tank system at this Eastbury Pump Station with a 25,000 gallon tank capacity.

4.2. Bidder shall provide equipment, labor and all insurance coverages required to provide transportation of wastewater generated from this pump station. In addition, bidder shall provide backup capabilities to cover equipment or labor shortages.

4.3. All work performed shall be in compliance with all latest Local, State and Federal requirements.

4.4. It is anticipated pumping of the tank will occur on a scheduled basis to coincide with sludge hauling or as directed by the Town during normal work week Monday thru Friday. Adjustments to the schedule will be required for Holidays and emergencies. Due to odors generated while loading and close proximity to businesses, pumping shall occur off business hours 5:00 am – 6:30 am or 5:30 pm – 8 pm., unless other arrangements are approved by the Town.

4.5. An average of approximately 13,200 gallons per week is generated at this facility. Due to the nature of the system, the Town does not guarantee quantity of wastewater generated.

Eastbury Month FY 26 FY 25 FY 23/24 FY 22/23

59205654685278656563July 52500782844641549989August 58500630004001051720September 71500655004523252891October 26000495004393243221November 58500663005391655413December 52000838005624062636January 58500740005157848677February 58500720005628972371March

DS-3

58500659116963963826April 52000624295280448133May 58500498715105257217June

Total 662,657 619,893 796,063 664,205 Mthly Avg 55,221 51,658 66,339 55,350

4 Year Avg: 685,705 gallons/year

TANK & SYSTEMS

4.6. The system is equipped with an electric submersible pump system requiring the Bidder’s operator to connect their hose with a cam lock fitting to a ground level hose connection and activating the electric pump to load the tanker. Pumping capacity is approximately 550 gallons per minute. Approximate time to load 6,500 gallons with Town pump system is 25 minutes.

4.7. A standpipe within tank to ground level provided as a backup in case of pump failure. The Bidder will be required to provide vacuum pumping capability to evacuate the tank under these circumstances.

4.8. In order to maximize hauling efficiencies, the Town requires Bidder tanker capacity to be a minimum of 6,500 gallons.

4.9. Disposal of wastewater from our Eastbury pump station is provided to the Bidder at no cost to the Town’s Water Pollution Control Facility, through Town’s septage receiving station which utilizes flow meter measuring gallons received. Bidder shall record on disposal slip and provide copy to Town for gallon verification upon billing. Shall the metering equipment at the septage receiving station be out of service for any reason bidder shall provide an alternate method of metering the discharge flow that is approved by the Town.

5. PAYMENT

5.1. Payment shall be made within thirty (30) days upon receipt of a written invoice submitted to the Town of

Glastonbury, Sanitation Department/Water Pollution Control, 2149 Main Street, Glastonbury; CT 06033, to the attention of Jeff LeMay, Director of Wastewater, Refuse and Recycling. Payment shall be determined by multiplying the contract price times the number of gallons transported by the contractor during the prior calendar month.

DS-4

INSURANCE

The Bidder shall, at its own expense and cost, obtain and keep in force during the entire duration of the Project or Work the following insurance coverage covering the Bidder and all of its agents, employees and sub-contractors and other providers of services and shall name the Town of Glastonbury and its employees and agents as an Additional Insured on a primary and non-contributory basis to the Bidders Commercial General Liability and Automobile Liability policies. All policies shall contain a waiver of subrogation. These requirements shall be clearly stated in the remarks section on the Bidders Certificate of Insurance. Insurance shall be written with insurance carriers approved in the State of Connecticut and with a minimum Best’s Rating of A-VIII. In addition, all carriers are subject to approval by the Town. Minimum Limits and requirements are stated below:

1) Worker's Compensation Insurance:

- Statutory Coverage

- Employer’s Liability

- $1,000,000 each accident/$1,000,000 disease-policy limit/$1,000,000 disease each employee

- A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury and its employees and agents.

2) Commercial General Liability:

- Including Premises & Operations, Products and Completed Operations, Personal and Advertising

Injury, Contractual Liability and Independent Contractors.

- Limits of Liability for Bodily Injury and Property Damage Each Occurrence $1,000,000

Aggregate $2,000,000 (The Aggregate Limit shall apply separately to each job.)

- A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury and its employees and agents.

3) Automobile Insurance:

- Including all owned, hired, borrowed and non-owned vehicles

- Limit of Liability for Bodily Injury and Property Damage: Per Accident $1,000,000

- A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury and its employees and agents.

- MCS90 and CA9948 Endorsements

4) Umbrella of Excess Liability:

- State in the Remarks Section that coverage is follow form.

- Limit of Liability Each Occurrence $1,000,000 Aggregate $1,000,000

5) Pollution Liability:

- Each Claim: $1,000,000

- Aggregate: $1,000,000

The Bidder shall direct its Insurer to provide a Certificate of Insurance to the Town before any work is performed.

The Contractor shall be responsible to notify the Town 60 days in advance with written notice of cancellation or non-renewal. The Certificate shall evidence all required coverage. The Bidder shall provide the Town copies of any such insurance policies upon request.

IR-1

FORM OF CONTRACT

By submitting a response to this solicitation, the Bidder agrees and warrants that it shall execute the attached form of contract and accept all terms, conditions and requirements without exception, reservation, alteration, or modification.

TIME DUE:

11:00 AM

TOWN OF GLASTONBURY * 2155 MAIN STREET * GLASTONBURY * CT

BID NO: GL-2027-14 DATE DUE: November 10, 2026

DATE ADVERTISED: October 23, 2026

NAME OF PROJECT: SEWAGE SLUDGE & WASTEWATER SERVICES

In compliance with this Invitation to Bid, the Bidder hereby proposes to provide goods and/or services as per this solicitation in strict accordance with the Bid Documents, within the time set forth therein, and at the prices submitted with their bid response.

IT IS THE RESPONSIBILITY OF THE BIDDER TO CHECK THE TOWN’S WEBSITE

BEFORE SUBMITTING BID FOR ADDENDA POSTED PRIOR TO BID OPENING.

THE BIDDER ACKNOWLEDGES RECEIPT OF THE FOLLOWING ADDENDA AS REQUIRED:

Addendum #1 __________(Initial/Date) Addendum #2 __________(Initial/Date) Addendum #3 ___________(Initial/Date)

NON-COLLUSION AFFIDAVIT:

By submission of this bid, the Bidder certifies, and in the case of a joint bid each party thereto certifies as to their own organization that this bid has been arrived at independently without consultation, communication, or agreement as to any matter relating to this bid with any other Bidder or with any competitor.

CODE OF ETHICS:

I / We have reviewed a copy of the Town of Glastonbury’s Code of Ethics and agree to submit a Consultant Acknowledgement Form if I /We are selected. Yes _______ No _________ *

*Bidder is advised that effective August 1, 2003, the Town of Glastonbury cannot consider any bid or proposal where the bidder has not agreed to the above statement.

Name of Bidder: ____________________________________________________

BP-1

Bidders shall provide responses to ALL questions below:

Include separate sheet if needed

1. Emergency availability (weekends, holidays, after hours).

2. List of specific restrictions. If no restrictions are listed state: NO RESTRICTIONS

3. Laboratory testing requirements and methods for sludge. Outline specific parameters and schedule for testing and results. (Sludge Only)

4. Bidder's primary sludge disposal facility with agreement and detailed disposal method. (Sludge Only)

5. Bidder’s second sludge disposal facility with agreement and detailed disposal method. (Sludge Only)

6. Bidder’s third sludge disposal facility with agreement and detailed disposal method. (Sludge Only)

7. Bidder’s list of equipment for backup in the event of equipment failure. (number & Sizes)

BP-2

Doing Business as (Trade Name)Type or Print Name of Individual

Street AddressSignature of Individual

City, State, Zip CodeTitle

Telephone Number/Fax NumberDate

SS# or TIN#E-Mail Address

BP-3

BP-4

Attachment A

AGREEMENT FOR SEWAGE SLUDGE AND WASTEWATER HAULING AND

DISPOSAL

This Agreement ("Agreement") is made and entered into this ___ day of _______, 2026 ("Effective Date"), by and between:

THE TOWN OF GLASTONBURY, CONNECTICUT, acting through its Water Pollution Control Division ("Town"),and ____________________________________________, a __________________ corporation duly authorized to conduct business in the State of Connecticut ("Contractor").

The Town and Contractor may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Town owns and operates a waste pollution control facility located at 2149 Main Street, Glastonbury, CT (“WPCF”) and also owns and operates the Eastbury pump station located at 35 Roaring Brook Plaza, Glastonbury, CT (“Pump Station”)

WHEREAS, the Town solicited proposals (the “RFP”) for transportation and disposal of sewage sludge generated at the WPCF and for the transportation of wastewater from the Pump Station to the WPCF (the “Work”), attached hereto as Exhibit A; and

WHEREAS, Contractor represents that it possesses the experience, personnel, equipment, permits, licenses, financial resources, and disposal capacity necessary to perform the Work and

WHEREAS, the Town desires to retain Contractor and Contractor desires to provide such Work under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

ARTICLE 1

CONTRACT DOCUMENTS

The following documents are incorporated by reference and made part of this Agreement (“Contract Documents”):

A. The Town’s Invitation to Bid (GL-2027-14) dated_________, attached hereto as Exhibit A.

B. Pricing Schedule, attached hereto as Exhibit B

C. Addenda (Number and Date)_______________

D. This Agreement

E. Any future written amendments to this Agreement.

In the event of conflict within the Contract Documents, the more time consuming, the more expensive, the higher regulatory and/or legal requirement, and the higher standard shall prevail as determined by the Town in its sole discretion.

ARTICLE 2

TERM

The term of this Agreement shall commence on July 1, 2027 and continue for five

(5) consecutive years thereafter and ending on June 30, 2032 This Agreement shall be extended and continue in force for the following and each successive year unless terminated by the Town in writing with Ninety (90) day's written notice.

ARTICLE 3

THE WORK

Contractor shall furnish all labor, supervision, materials, vehicles, equipment, transportation. fuel, disposal capacity, disposal facilities, permits, licenses, laboratory support, reporting, insurance, bonding, and incidentals necessary to perform the Work as set forth in the Contract Documents.

ARTICLE 4

ESTIMATED QUANTITIES/CHARACTERISTICS

The estimated quantities and characteristics of the sewage sludge and wastewater are set forth in the Contract Documents. The Contractor acknowledges that the quantities and characteristics are not guaranteed and may vary. Such variances are expected shall not entitle the Contractor to additional compensation

ARTICLE 5

CONTRACT PRICE

The Contract Price shall be at the rates set forth in Exhibit B, attached hereto.

ARTICLE 6

PAYMENT

A. The Town will pay the Contractor for the Work as follows: within thirty (30) days after receipt of the Contractor’s invoice based upon the quantity of Work completed within the thirty (30) day billing period, provided the Work is performed to the reasonable satisfaction of the Town in accordance with the terms of this Agreement.

B. The Contractor shall provide all documentation required by the Contract Documents and as otherwise reasonably requested by the Town to support its request for payment. In the event the Town disputes the Contractor’s invoice, the Town shall provide the reasons to the Contractor in writing within seven (7) days. In all events, the Town shall pay undisputed amounts within thirty (30) days. The Town’s good faith dispute over payment shall not be cause for termination of the Contract by the Contractor or suspension of the Work. In this event the Contractor shall continue performance during the pendency of any dispute or claim and the Town shall continue to make payments which are not the subject of a good faith dispute.

C. Each invoice submitted by the Contractor for payment shall include, at minimum, the following: weight tickets; volume tickets, disposal receipts, disposal facility certifications, and monthly activity reports.

ARTICLE 7

REGULATORY COMPLIANCE

Contractor shall comply with all Federal, State and local laws, codes, permits and regulations governing the Work, including but not limited to the Clean Water Act, 40 CFR Part 503, the Resource Conservation and Recovery Act, Federal Department of Transportation requirements, The Occupational Safety and Health Act, Federal Motor Carrier Safety Regulations, the Connecticut General Statutes, Connecticut Department of Energy and Environmental Protection Regulations, the Town’s waste water discharge permit, Connecticut Fair Labor Requirements, Connecticut Public Health Requirements, and all other applicable Federal, State and local laws, codes, permits and regulations governing the Work whether or not such laws and regulations are fully and properly reflected in the Contract Documents.

ARTICLE 8

REQUIRED PERMITS

A. Contractor shall maintain all permits, approvals and licenses necessary to perform the Work in good standing throughout the term of the Contract and any extension. At all times, Contractor shall be responsible for full compliance with any Federal and/or State laws, regulations and standards.

B. The Contractor shall review, insure and cause its disposal facility to maintain all permits necessary for the Work. Copies of all permits shall be provided prior to commencement of the Work. Failure to maintain required permits shall constitute material breach of this Agreement.

C. Contractor shall also ensure that any personnel involved in the driving, hauling and handling of the sewage sludge and wastewater have the appropriate licenses and training necessary to perform the Work, and shall certify for any driver at the time of this Contract and any new driver subsequently added that all such drivers and operators have no outstanding violations of such licenses. Any such person who is a repeat offender (i.e., more than two license violations, resolved and/or unresolved) shall not perform any Work under this Contract

ARTICLE 9

DISPOSAL FACILITIES

Contractor shall utilize only legally authorized and properly permitted disposal facilities which can accept sewage sludge as described in the Contract Documents. The Contractor’s disposal facilities are set forth below:

Primary Disposal Facility

Facility Name:

Address:

Permit Number:

Alternate Disposal Facility

Facility Name:

Address:

Permit Number:

No facility substitutions shall be made without prior written approval of the Town.

ARTICLE 10

NOTICES

In addition to and not in limitation of any other notices required by this Agreement, the Contractor shall notify the Town in writing within twenty-four (24) hours of: (1) regulatory changes affecting the transportation and/or disposal of sewage sludge and/or wastewater; (2) disposal facility acceptance restrictions; and (3) loss of disposal capacity.

ARTICLE 11

TRANSPORTATION REQUIREMENTS

A. Vehicles used for transport shall: (1) be fully enclosed or adequately covered; (2) prevent leakage; (3) prevent nuisance odors; (4) be properly licensed and permitted;

and (5) be maintained in safe operating condition.

B. Contractor shall immediately clean any spill occurring during transportation and/or disposal.

C. Prior to leaving the WPCF property, Contractor shall insure that any and all tank valves are secured and tight. Contractor shall maintain a checklist that the driver follows and executes, prior to leaving the WPCF property, which checklist shall be maintained at the WPCF property.

D. Contractor shall only load, transport and dispose of sewage sludge and wastewater in accordance with the allowable hours and days set forth in the RFP.

ARTICLE 12

SPILL RESPONSE

Contractor shall maintain a written Spill Prevention and Response Plan. In the event of a spill Contractor shall: (1) immediately contain the release; (2) remediate or otherwise clean-up the release in accordance with applicable laws and regulations to the full satisfaction of all authorities with jurisdiction at the Contractor’s expense; (3) protect public health and safety; (4) notify the Town immediately; and (5) notify all State and Federal authorities with jurisdiction.

ARTICLE 13

INSURANCE

A. The Contractor shall, at its own expense and cost, obtain and keep in force during the entire duration of the Work the following insurance coverage covering the Contractor and all of its agents, employees and sub-contractors and other providers of services and shall name the Town of Glastonbury and its employees and agents as an Additional Insured on a primary and non-contributory basis to the Contractors Commercial General Liability and Automobile Liability policies. All policies shall contain a waiver of subrogation. These requirements shall be clearly stated in the remarks section on the Contractors Certificate of Insurance and by policy endorsement acceptable to the Town.

Insurance shall be written with insurance carriers approved in the State of Connecticut and with a minimum Best’s Rating of A-VIII. In addition, all carriers are subject to approval by the Town. Minimum Limits and requirements are stated below:

1) Worker's Compensation Insurance:

Statutory Coverage Employer’s Liability $1,000,000 each accident/$1,000,000 disease-policy limit/$1,000,000 disease each employee A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury and its employees and agents.

2) Commercial General Liability:

Including Premises & Operations, Products and Completed Operations, Personal and Advertising Injury, Contractual Liability and Independent Contractors.

Limits of Liability for Bodily Injury and Property Damage Each Occurrence $1,000,000 Aggregate $2,000,000 (The Aggregate Limit shall apply separately to this Contract.)

A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury

3) Automobile Insurance:

Including all owned, hired, borrowed and non-owned vehicles Limit of Liability for Bodily Injury and Property Damage: Per Accident $1,000,000 A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury

MCS90 and CA9948 Endorsements

4) Umbrella of Excess Liability:

State in the Remarks Section that coverage is follow form.

Limit of Liability Each Occurrence $1,000,000 Aggregate $1,000,000

5) Pollution Liability:

Each Claim: $1,000,000 Aggregate: $1,000,000

The Contractor shall direct its insurer to provide a Certificate of Insurance and policy endorsements to the Town before any Work is performed. The Contractor shall be responsible to notify the Town 60 days in advance with written notice of cancellation or non-renewal. The Certificate of Insurance and policy endorsements shall evidence all required coverage. The Contractor shall provide the Town copies of any such insurance policies upon request.

B. No Limit of Liability

It is agreed between the Parties hereto that the amount of insurance set forth above does not in any way limit the liability of the Contractor to the Town by virtue of its promise to defend hold the Town harmless so that in the event that any claim results in a settlement or judgement in any amount above said limits, the Contractor, to the fullest extent allowed by law, shall be liable to the Town for the difference.

C. Proof of Insurance

Certificates of insurance and policy endorsements acceptable to the Town must be submitted to the Town before the Contractor commences the Work. Should any insurance expire or be terminated during the period in which the same is required by this Agreement, the Town shall be notified sixty (60) days in advance and such expired or terminated insurance must be replaced with new insurance and new certificates and policy endorsements furnished to the Town. Failure to provide the required insurance, certificates, and endorsements shall be a material breach of this Agreement.

D. Survival

The insurance requirements and obligations of the Contractor and subcontractors set forth in this Agreement shall survive the termination, full or partial performance of this Agreement.

ARTICLE 14

INDEMNIFICATION

A. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Town, its officers, employees, agents, servants, elected officials, and volunteers (each an “Indemnitee” and collectively, the “Indemnitees”) from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, but only to the extent caused by the negligent acts or omissions, violations of applicable laws, codes, regulations, or ordinances, or breach of contract by the Contractor, a subcontractor, or anyone directly or indirectly employed by them, or anyone for whose acts they may be liable. The obligations of the Contractor under the foregoing indemnity shall include, without limitation, to the fullest extent permitted by law, any and all claims (including attorneys’ fees resulting therefrom) directly or indirectly arising or alleged to arise (1) out of the performance of or the failure to perform the Work, or the condition of the Work, adjoining land or driveways, or streets or alleys, or disposal facilities used in connection with the performance of the Work, and from any and all claims by or caused by workmen, suppliers or subcontractors who are involved in the performance of the Work, (2) bodily injury (including death) and property damage whether or not such claim, damage, loss or expense is caused in part by a Party indemnified hereunder. These indemnification obligations are not intended to include liability for damage arising out of bodily injury to person or damage to property to the extent caused by or resulting from the sole negligence of the Indemnitee seeking indemnification hereunder, such Indemnitee’s agents or employees, nor shall such obligations be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a Party or person described in this Article.

B. To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the Indemnitees from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from any breach or failure of the Contractor to comply with the terms and conditions of the Agreement but only to the extent caused by the acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a Party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a Party or person described in this Article.

C. To the fullest extent permitted by law, the Contractor shall provide a defense to the Indemnitees for any claims concerning, arising out of, or relating to the Contractor’s or the Contractor’s subcontractor’s operations concerning the Work whether or not such claim has in part its origin in a claim that the Indemnitees, conduct was in part responsible for said damage, loss or expense. The duty to defend the persons and entities set forth herein extends to situations where there is no duty to indemnify or save harmless such persons and/or entities.

D. In claims against any person or entity indemnified under this Article by an employee of the Contractor, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligations under this Article shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a subcontractor under workers’ compensation acts, disability benefit acts, or other employee benefit acts.

E. The defense and indemnification obligations set forth in this Agreement shall survive the termination, full or partial performance of this Agreement.

ARTICLE 15

RECORDKEEPING AND REPORTING

Contractor shall maintain records relating to the Work for a minimum of five (5) years from the completion of the Agreement. The Contractor shall provide monthly reports to the Town concerning the Work. The monthly reports shall, at minimum, include the following: (1) type of sludge removed and date removed; (2) quantity removed; (3) weight tickets and/or volume tickets; (4) disposal destination; (5) driver identification; (6) vehicle identification; and (7) disposal facility receipts.

ARTICLE 16

AUDIT RIGHTS

Town shall have the right, upon three (3) days written notice to the Contractor, to inspect and/or audit the books and records concerning the Work. In addition, the Town shall have the right at any time and without notice to: (1) inspect any vehicle or equipment used by the Contractor to perform the Work; and (2) inspect any Alternate Facility used by the Contractor to perform the Work. The Contractor shall cooperate fully and shall cause and require the persons and entities retained by Contractor to perform the Work to cooperate fully.

ARTICLE 17

DEFAULT

A. The following shall constitute events of default by the Contractor: (1) illegal disposal; (2) failure to timely pick up and transport dewatered sludge and/or wastewater within the time required by the Contract Documents; (3) loss of permits;

(4) loss of insurance or failure to provide or maintain insurance; (5) failure to provide disposal capacity; (6) material regulatory violations; (7) false reporting; and (8) any other material breach of this Agreement.

B. If the Contractor defaults or neglects to carry out the Work in accordance with this Agreement and fails within 48 hours after receipt of notice from the Town to commence and continue correction of such default or neglect with diligence and promptness, the Town may, without prejudice to other rights and/or remedies the Town may have, correct such default or neglect including but not limited to commencing and continuing to carry out the Work by whatever means the Town deems expedient all at the cost and expense of the Contractor. The Town may also withhold or nullify a payment to the Contractor in whole or in part, to the extent reasonably necessary to reimburse the Town for damages and/or the reasonable cost of correcting such deficiencies, including the Town’s expenses (which include but are not limited to attorneys’ fees and costs). If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Town. The right of the Town to carry out the Work pursuant to this Article shall not give rise to any duties on the part of the Town to exercise this right for the benefit of the Contractor or any other person or entity. In performing any Work pursuant to this Article, the Town shall have the right to take possession of all materials, equipment, tools, equipment and machinery owned by the Contractor, any subcontractor, or supplier.

C. In addition to the foregoing rights, the Town may also immediately suspend the Work and terminate this Agreement.

ARTICLE 18

TERMINATION

A. Termination for Cause

The Town may terminate the Agreement for cause if the Contractor: (1) fails to supply enough properly skilled workers or proper equipment, transportation and facilities to perform the Work; (2) fails to make payment to its employees; (3) fails to make payments to its subcontractors, vendors, service providers, disposal facilities, or suppliers in accordance with the respective agreements between the Contractor and such persons and entities; (4) disregards applicable laws, statutes, ordinances, permits, codes, rules and regulations, or lawful orders of a public authority; (5) fails to maintain insurance; (6) false reporting; or (7) is otherwise is guilty of breach of a material provision of this Agreement.

When any of the reasons described in this Article exist, the Town may, without prejudice to any other rights or remedies of the Town and after giving the Contractor 48 hours’ notice, terminate employment of the Contractor and may: (1) exclude the Contractor from the performance of Work and take possession of all materials, equipment, tools, vehicles, equipment and machinery owned by the Contractor; (2) accept assignment of subcontracts; and (3) finish the Work by whatever reasonable method the Town may deem expedient.

When the Town terminates the Agreement for cause, the Contractor shall not be entitled to receive further payment until the Work is finished. If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including attorneys’ fees and costs, and other damages incurred by the Town, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Town on demand plus interest at the maximum legal rate from the date of demand.

In the event it is adjudged that the Town has terminated this Agreement wrongfully, the Parties agree that such termination shall be deemed a termination for convenience and the Contractor shall be compensated as provided below.

B. Termination for Convenience

The Town may, at any time, terminate the Agreement for the Town’s convenience and without cause. Upon receipt of notice from the Town of such termination for the Town’s convenience, the Contractor shall: (1) perform such Work as may be specified by the Town in the notice and cease other operations as directed by the Town in the notice; (2) take all actions necessary, or that the Town may direct; and (3) except for Work directed to be performed prior to the effective date of termination stated in the notice, assign such subcontracts and purchase orders to the Town as it may request, terminate all other subcontracts and purchase orders (mitigating such costs to the extent practicable) terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

In case of such termination for the Town’s convenience, the Town shall pay the Contractor for Work properly executed and accepted by the Town; reasonable and documented costs incurred by reason of the termination, including costs attributable to termination of subcontracts. In no event shall the Contractor received any compensation for Work not performed, overhead and anticipated profit on Work not performed, or any other form of damages, direct, indirect, or consequential. All such costs shall be subject to the review and approval of the Town.

ARTICLE 19

CONTINGENT ASSIGNMENT

A. Each subcontract agreement entered into by the Contractor for a portion of the Work is assigned by the Contractor to the Town, provided that: (1) assignment is effective only after termination of the Agreement by the Town for cause or termination for convenience and only for those subcontract agreements that the Town accepts by notifying the subcontractor, vendor, service provider and Contractor.

B. When the Town accepts the assignment of a subcontract agreement or other instrument, the Town…