1-RPGL-2027-23-RFQ Document 10-2026.pdf

TOWN OF GLASTONBURY

PROFESSIONAL SERVICES PROCUREMENT NOTICE

REQUEST FOR QUALIFICATIONS

ON-CALL CIVIL ENGINEERING SERVICES

RPGL- 2027-23

DUE DATE AND TIME: October 21, 2026 by 11:00 AM

The Town of Glastonbury will be accepting responses from qualified individuals or firms to provide on-call civil engineering consulting services for the Town on an as-needed basis. The basic scope of work includes civil engineering services across a broad range of disciplines including but not limited to transportation, environmental, water resources, structural, and geotechnical engineering. Interested firms need not possess expertise in all disciplines listed to be considered.

Responses can be submitted at the following link: https://glastonburyct.bonfirehub.com/, under the RFP title “RPGL-2027-23 On-Call Civil Engineering Services”. Respondents will be required to create a profile before submitting their bid. Step-by-step instructions on how to register as a vendor are available at this website:

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

Interested individuals and firms should obtain the complete RFQ and related information from the Town’s website at www.glastonbury-ct.gov. Responses to the RFQ must be submitted electronically no later than the time and date indicated above.

A Zoom meeting will be held on the due date and time recited above; at this time, ONLY the names of all respondents will be publicly read aloud.

LATE RESPONSES WILL NOT BE CONSIDERED.

The Town reserves the right to waive informalities or reject any part of, or the entire submission, when said action is deemed to be in the best interests of the Town.

The Town of Glastonbury is an Affirmative Action/Equal Opportunity Employer. Minority / Women / Disadvantaged Business Enterprises are encouraged to respond.

Gina Consiglio Purchasing Agent

REQUEST FOR QUALIFICATIONS ON-CALL CIVIL ENGINEERING SERVICES RPGL-2027-23

TABLE OF CONTENTS

Page No.

Section I General Information 3

Section II Consultant Services 3 Project Submittals 4 Project Coordination 4

Section III Submission of Qualifications Statement 5

Minimum Requirements 5 Time for Completion 5 Submission Instructions 5 Evaluation Criteria 7 Selection Process 7 Timeline 8 Insurance Requirements 8 Indemnification 10

Attachments

Attachment A – Town of Glastonbury Response Page Attachment B – Statement of Non-Collusion Attachment C – Standard Form of Agreement

SECTION I – GENERAL INFORMATION

The Town of Glastonbury requires the assistance of Consultants to provide civil engineering services across a broad range of disciplines such as but not limited to:

transportation, environmental, water resources, structural, and geotechnical engineering.

Examples of potential professional service types are listed below. Said listing is not meant to be inclusive of all types of work desired but is representative of past technical assistance needs.

TRANSPORTATION; Traffic signal warrant analysis, phase timing optimization, roundabout and signal modeling, traffic impact analyses, traffic signal design.

ENVIRONMENTAL; Wetlands delineation, phase 1 site assessments and related Licensed Environmental Professional services, soil testing and analysis, drainage outfall testing (MS4), Ecological assessment.

WATER RESOURCES; Hydraulic modeling, groundwater testing, water course stabilization.

STRUCTURAL; Bridge inspection, bridge repair design, OSHA required building demolition plans, building and/or wall structural assessment, dam inspection.

GEOTECHNICAL; Soil borings, foundation design, retaining wall design, pavement design

The Town expects to retain multiple firms under this agreement to ensure that Municipal needs for said services can be satisfied collectively amongst the consultants selected.

Each selected firm will be invited to contract with the Town via the Town’s standard form of agreement. Once under contract, a firm or firms, at the Town’s sole discretion, will be invited to provide a cost proposal for a discrete project. After receiving the cost proposals, the Town, at its sole discretion and if the Town chooses to move forward with the project, shall award the work to the most qualified firm under the circumstances that offers the best value to the Town. Cost shall not be the only deciding factor in the award of any project.

Being under contract with the Town does not guarantee that a firm will be awarded any work, or an invitation to submit a cost proposal for any project.

Maximum value of any individual assignment will not exceed $99,999.99 per discrete project. The services of the Consultant shall be utilized at the sole discretion of the Town as deemed to be in the Town’s best interest for a given project; the Town makes no guarantee of the assignments associated with this Request for Qualifications.

SECTION II – CONSULTANT’S SERVICES

The Respondent shall perform professional services on an as-needed basis at approved hourly rates or in accordance with an agreed upon lump sum price according to instructions received from the Town. The Respondent’s services shall include all incidental services.

Duration of this contract shall be for three (3) years, with the possibility for extensions on an annual basis for an additional two (2) years based on satisfactory performance by the selected Respondents.

All drawings, reports, data, and other documents prepared by the Respondent according to this Agreement shall be submitted to the Town for its review and approval. Resulting work products of the Respondent pursuant to this solicitation shall become property of the Town of Glastonbury.

If additional specialty services outside of the Respondent’s normal scope of work are required, then the Respondent may obtain and make available to the Town, cost proposals from qualified sub-consultants, acceptable to the Town and, upon approval from the Town, contract for those services. The Respondent’s mark-up on subconsultant fee shall be limited to 10%.

No such approval shall in any way be construed to relieve the Respondent of responsibility for technical adequacy or operate as a waiver of any of the Town’s rights under this Agreement. The Respondent shall remain liable to the Town according to applicable laws and practices for all damages to the Town caused by the Respondent’s negligent performance of any of the services furnished under this Agreement.

The Respondent shall conduct regular meetings with the Town, and other appropriate parties, at a location established by the Town to review progress. The Respondent will provide written notes of each meeting to all attending parties before the next meeting.

The Respondent’s services under agreements reached shall be as described above.

PROJECT SUBMITTALS (ACTUAL DELIVERABLES TO BE PROJECT SPECIFIC)

Drawings, reports, notes, building information, close out documentation.

Budget estimate, engineering fees, contingency, escalation, administrative costs, and grant reimbursement.

A proposed schedule for accomplishment.

The respondent shall be expected to be present at meetings which may need to be conducted with user groups, either at the Town offices, on site, or elsewhere. Specifics will be identified prior to start of work in conjunction with the Respondent.

The Respondent shall be expected to submit deliverable materials in an electronic format compatible with Town’s systems. In the event that the Town desires printed materials from the Consultant, an additional fee may be negotiated.

PROJECT COORDINATION

The Respondent will work closely with the Town of Glastonbury, Director of Engineering and Highways or other designated Town representatives throughout all phases of the project. The Town of Glastonbury will provide access to the property, all available plans and drawings, and any available file reports and studies.

SECTION III - SUBMISSION OF QUALIFICATIONS STATEMENT

MINIMUM REQUIREMENTS

Respondent shall have a CT Licensed Professional Engineer (P.E.) assigned as project manager to oversee this work and act as liaison to the Town.

Respondent shall submit detailed resumes for any proposed P.E. assigned as project manager to oversee this work and act as liaison to the Town as well as any other member of the design team.

Respondent shall demonstrate sufficient staff resources that would be available to assist the Town with limited notice. Respondent shall list all proposed staff.

Respondent shall have demonstrated experience with providing highly responsive on-call civil engineering services to municipal clients during the past 5 years.

Respondent shall provide a copy of their current hourly rate fee schedule.

Respondent shall confirm their concurrence with the Town’s standard form of agreement or identify any exceptions thereto.

TIME FOR COMPLETION

Schedules for discrete projects will be on a case-by-case basis.

SUBMISSION INSTRUCTIONS

By submitting a Qualifications Statement, Respondent represents that they have thoroughly examined and become familiar with the Scope of Services outlined in this RFQ and are capable of performing the work to achieve the Town’s objectives.

Respondents submitting a response for this solicitation are directed to respond online through a secure e-Procurement portal. Responses can be submitted at the following link:

https://glastonburyct.bonfirehub.com/, under the RFP title “RPGL-2027-23 On- Call CIVIL ENGINEERING SERVICES”. Respondents will be required to create a profile before submitting their bid. Step-by-step instructions on how to register as a vendor are available at this website:

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

Respondents will be required to upload their response as one consolidated pdf file which includes the following:

1. RFQ Response as per the requirements herein

2. Attachment A -Town of Glastonbury Response Page

3. Attachment B -Town of Glastonbury Non-Collusion Statement

All respondents are required to submit the information detailed below. Responses shall be organized and presented in the order listed below to assist the Town in reviewing and rating Responses received. Responses should be presented in appropriate detail to thoroughly respond to the requirements and expected services described herein.

1. Table of Contents to include clear identification of the material provided by section and number.

2. A letter of transmittal indicating the firm’s interest in providing the service and any other information that would assist the Town in making a selection. This letter must be signed by a person legally authorized to bind the firm to a contract.

3. Name, email address and telephone number of person(s) to be contacted for further information or clarification.

4. A background statement including a description of relevant experience of the firm/individual submitting the RFQ.

5. Copy of State of Connecticut license to perform the work required and involved if required.

6. A list of staff members who would be involved with the project, including their assigned roles and a description of their background and experience. A licensed Professional Engineer (P.E.) shall be assigned as project manager.

7. List of various Municipal Civil Engineering related assignments completed over the past five (5) years with the contact’s name, address and telephone number of the owners’ representative in each project.

8. Overall approach to addressing the needs of the Town for Civil Engineering on-call services, including discussion of staff availability and ability to respond to Town requests for assistance in a timely manner. Respondent shall demonstrate technical expertise across Civil Engineering disciplines offered.

9. Hourly rate fee schedule for staff anticipated to be used under this contract and written concurrence with the town’s standard form of agreement or any exceptions thereto.

10. A concluding statement as to why the respondent is best qualified to meet the needs of the Town.

11. RFQ Response Form (ATTACHMENT A).

12. Respondent 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. Respondent shall acknowledge that they have reviewed the document in the area provided on the attached Ethics Acknowledgement form included on ATTACHMENT A. The selected respondent will also be required to complete and sign an Acknowledgement Form prior to award. The Code of Ethics and the Acknowledgment Form can be accessed at the Town of Glastonbury website at www.glastonbury-ct.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.

13. Statement of Non-Collusion (ATTACHMENT B).

14. Any technical questions regarding this RFQ shall be made in writing and directed to

Stephen Braun P.E., Director of Engineering and Highways, 2155 Main Street Glastonbury, CT 06033 or by email at stephen.braun@glastonbury- ct.gov. For administrative questions concerning this RFQ, 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.glastonbury-ct.gov (Upon entering the website click on Bids & RFPs). It is the respondent’s responsibility to check the website for addenda prior to submission of any response. Note: Responses to requests for more specific contract information than is contained in the RFQ shall be limited to information that is available to all respondents and that is necessary to complete this process.

The request must be received at least five (5) business days prior to the advertised response deadline.

Failure to include any of the above-referenced items in the submitted response may be grounds for disqualifying said response.

EVALUATION CRITERIA

The following factors will be considered by the Town when evaluating Responses:

- Accuracy, overall quality, thoroughness, and responsiveness to the Town’s requirements as summarized herein.

- The qualifications and experience of the firm, the designated account representative, and other key personnel to be assigned to the project.

- Firm Licensure by the State of Connecticut to perform the work required and a Licensed Professional Engineer (PE) assigned as project manager.

- Demonstrated ability to respond to Town requests for assistance in a timely manner with sufficient staff resources.

- Competitiveness of the Consultant’s fees.

- Successful performance of similar work on other accounts including relevant municipal experience within the past five (5) years.

- Overall approach to providing the services requested.

SELECTION PROCESS

This request for qualifications does not commit the Town of Glastonbury to award a contract or to pay any costs incurred in the preparation of a response to this request. All submissions submitted in response to this request for qualifications become the property of the Town of Glastonbury. The Town of Glastonbury reserves the right to accept or reject any or all submissions received as a result of this request, to negotiate with the selected respondents, the right to extend the contract for an additional period, or to cancel in part or in its entirety the request for qualifications, and to waive any informality if it is in the best interests of the Town to do so.

A Selection Committee, appointed by the Town Manager, will evaluate all submissions received for completeness and the respondent’s ability to meet all requirements as outlined in this RFQ. The Committee will then shortlist the specific firms whose statements best meet all criteria required and may conduct interviews with these firms.

Upon completion of interviews, the Selection Committee will forward to the Town Manager, a list of firms recommended for further consideration.

Additional technical information may be requested from any respondent for clarification purposes, but in no way changes the original qualification statement submitted.

Selected respondents will be issued a purchase order to perform work on a particular assignment on an as needed basis.

TIMELINE

The Town intends to adhere to the schedule listed below as closely as possible but reserves the right to modify the schedule in the best interest of the Town as required.

Publicize RFQ October 7, 2026 RFQ Due Date October 21, 2026 @ 11:00 A.M.

Shortlist of Submittals Received October 30, 2026 Interviews with Top Respondents Week of November 2, 2026 Contract Effective Date December 1, 2026

INSURANCE REQUIREMENTS

The Contracted Firm shall, at its own expense and cost, obtain and keep in force during the entire term of the contract the following insurance coverage covering the Contracted Firm and all of its agents, employees and sub-consultants and other providers of services and shall name the Town of Glastonbury, its employees and agents as an additional insured (“Additional Insured”) on a primary and non-contributory basis to the Contracted Firms Commercial General Liability and Automobile Liability policies. Insurance shall be written with carriers approved in the State of Connecticut and with a minimum Best’s Rating of A-. In addition, all carriers are subject to approval by the Town of Glastonbury.

If the project is to take place on school grounds, the Glastonbury Board of Education and its directors, officials, officers, committee members, agents, employees, consultants and representatives shall also be named as Additional Insureds as provided above on a primary and non-contributory basis. If the project is funded in whole or in part by the State of Connecticut (including any of its agencies or departments, or branches), the State of Connecticut and its directors, members of governing boards, committee members, officials, officers, employees, managers, beneficiaries, agents and representatives shall also be Additional Insureds as provided above on a primary and non-contributory basis. Evidence of the Additional Insureds’ additional insured status shall be by policy endorsement acceptable to the Town.

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 Additional Insureds. The Additional Insureds and their respective insurers retain all rights of subrogation.

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 Project)

Insureds and their respective insurers shall retain all rights of subrogation.

3. Automobile Insurance:

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

- Evidence of Combined Single Limit of Liability for Bodily Injury and Property Damage: Per

Accident $1,000,000

4. Errors and Omissions Liability or Professional Services Liability Policy

- Provide Errors and Omissions Liability or Professional Services Liability Policy for a minimum Limit of Liability $1,000,000 per claim and $1,000,000 in the aggregate. The awarded Contracted Firm will be responsible for providing written notice to the Town 30 days prior to cancellation of any insurance policy.

- The Contracted Firm agrees to maintain continuous professional liability coverage for the entire duration of the contract and shall provide for an extended reporting period in which to report claims for seven (7) years following the conclusion of any particular project.

5. Follow-form Umbrella (Excess) Liability Insurance

- Follow-form umbrella (excess) liability insurance with a limit of $2,000,000 each occurrence and $2,000,000 in the aggregate in excess of the general liability, employer's liability and business automobile liability coverages required of the Contracted Firm under this schedule.

Such insurance shall contain a provision that it will not be more restrictive than the primary insurance. Aggregate limits of liability shall apply separately with respect to each project. A Waiver of Subrogation shall be provided in favor of the Additional Insureds. The Additional

6. Deductibles and Self-Insured Retentions

- Any deductible or self-insured retention must be declared to and approved by the Town. All deductibles or self-insured retentions are the sole responsibility of the Contracted Firm to pay and/or to indemnify at no additional cost to the Additional Insureds.

The Contracted Firm shall provide a Certificate of Insurance as "evidence" of General Liability, Auto Liability including all owned, hired, leased, borrowed and non-owned vehicles, statutory Worker's Compensation and Employer's Liability and Professional Services Liability coverage.

The Contracted Firm shall direct its Insurer to provide a Certificate of Insurance to the Town before any services are performed. The Contracted Firm will be responsible to provide written notice to the Owner 60 days prior to cancellation or non-renewal of any insurance policy. The Certificate and policy endorsements shall evidence all required coverages including the Additional Insured on the

General Liability and Auto Liability policies and Waiver of Subrogation on the General Liability policy. The Contracted Firm shall provide the Town copies of any such insurance policies upon request.

INDEMNIFICATION

To the fullest extent permitted by law, the Contracted Firm shall defend, indemnify and hold harmless the Town, and its departments, boards and commissions and its respective officers, agents, servants, members and employees and volunteers (“Indemnified Parties”) from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Contracted Firm’s and the Contracted Firm’s consultant’s services under the Agreement, but only to the extent caused by the negligent acts or omissions of the Contracted Firm, the Contracted Firm’s consultants and 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 Section. The Contracted Firm shall also be required to pay any and all attorney’s fees incurred by the Indemnified Parties in enforcing any of the Contracted Firm’s obligations under this section, which obligations shall survive the termination or expiration of the Agreement. As a municipal agency of the State of Connecticut, the Town will NOT defend, indemnify, or hold harmless the Contracted Firm. If the Project is on school grounds, the Glastonbury Board of Education shall be an Indemnified Party. If the project is financed in whole, or in part, by the State of Connecticut, the State of Connecticut shall be an Indemnified Party.

In claims against any person or entity indemnified under this Section by an employee of the Contracted Firm or the Contracted Firm’s consultants or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contracted Firm or the Contracted Firm’s consultants under workers' compensation acts, disability benefit acts or other employee benefit acts.

The parties agree that the amounts of insurance under any Agreement do not, in any way, limit the Contracted Firm’s liability to the Indemnified Parties by virtue of this promise to indemnify and hold the Indemnified Parties harmless so that in the event of any settlement of a claim or a judgment in an amount in excess of the amount of insurance coverage carried by the Contracted Firm, the Contracted Firm shall be liable to the Indemnified Parties for the difference, plus all fees and expenses incurred in collecting same, all at the Contracted Firm’s sole cost. The insurance types and requirements listed in this solicitation and any Agreement are not intended to be a limitation of liability.

The Contracted Firm for itself and its successors will be required to covenant and, to the fullest extent permitted by law, indemnify, defend and hold harmless the Indemnified Parties from and against any and all action, causes of action, judgments, legal fees, claims, expenses and demands whatsoever, which may at any time be instituted, made, tendered or recovered against the Indemnified Parties to the extent caused by and alleged to be caused by the Contracted Firm’s negligence in the performance of any Agreement.

The indemnification, defense and hold harmless provisions herein shall survive termination and/or full or partial performance of any Agreement.

ATTACHMENT A

RESPONSE PAGE

BID / RFQ NO: RPGL-2027-23 DATE DUE: 10/21/2026

DATE ADVERTISED: 10/7/2026 TIME DUE: 11:00 AM

NAME OF PROJECT: On-Call Civil Engineering Services

The Respondent acknowledges receipt of the following Addenda:

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

It is the responsibility of the respondent to check the Town’s website for any Addenda before submitting the response.

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 *

*Respondent is advised that effective August 1, 2003, the Town of Glastonbury cannot consider any response where the respondent has not agreed to the above statement.

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

Signature of Individual Street Address

Title City, State, Zip Code

Date Telephone Number / Fax Number

E-Mail Address SS # or TIN#

(Seal – If submission is by a Corporation) Attest

ATTACHMENT B

NON-COLLUSION STATEMENT

The company submitting this RFQ certifies that it is being submitted without any collusion, communication or agreement as to any matter relating to it with any other respondent or competitor. We understand that this submission must be signed by an authorized agent of our company to constitute a valid submission.

Date:

Name of Company:

Name and Title of Agent:

By (SIGNATURE):

Address:

Telephone Number:

ATTACHMENT C

CONSULTING AGREEMENT

This Agreement is made as of the _____ day of ______________ 2026, between the Town of Glastonbury, Glastonbury, Connecticut (the “Town”), and Vendor Company Name, of TOWN, STATE (the “Consultant”).

ARTICLE 1

SCOPE OF CONSULTANT’S SERVICES

The Town hereby retains the Consultant as an independent contractor to provide professional on-call Civil engineering services for the Town on an as-needed basis, as more fully described in the Town’s request for qualification identified as RPGL-2027-23- On-Call Civil Engineering Services, attached hereto as Exhibit A, and made a part hereof.

1.1.1 The Town wishes to retain the Consultant to provide professional services as outlined in RPGL-2027-23- On-Call Civil Engineering Services (the “Project”) and as more particularly described in Exhibit A. The Scope of Services (the “Work”), as defined in Exhibit A, includes providing services as required on an as-needed basis and will be developed individually for each Project task assigned.

1.1.2 The Consultant shall provide professional services and coordinate the Work as instructed by the Town and in accordance with Exhibit A.

1.1.3 The Consultant acknowledges that the timely performance of its services and the Work on each project is an important element of this Agreement. Accordingly, the Consultant shall make every effort to complete the Work for each project according to the schedule as mutually agreed upon between the Town and the Consultant.

1.1.4a All days shall be considered as calendar days. All services shall be completed as mutually agreed upon between the Town and the Consultant on a per project basis. The Town agrees to review and approve or reject all drawings, data and documents submitted by the Consultant within twenty (20) days after receipt by the Town.

1.1.4b This Agreement constitutes the complete agreement of the parties and supersedes all prior oral or written understandings on the Project.

1.2 The Consultant shall designate a representative (“Consultant’s Representative”) authorized to act on the Consultant’s behalf with respect to the Consultant’s general services as described in the Consultant's attached hereto as Exhibit B, and made a part hereof. The Consultant’s Representative shall be ________

1.3 The Consultant’s services shall be performed in a manner, sequence and timing so that they will be coordinated with those of any other parties involved with the Project or the work performed on an individual project.

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1.4 The Consultant’s services shall be performed in a workmanlike manner consistent with industry standards, as expeditiously as is consistent with professional skill and care and the orderly progress of the Work schedule identified on a per project basis. Upon request of the Town, the Consultant shall submit for the Town’s approval a schedule for the performance of the Consultant’s services and Work on a particular project which may be adjusted by mutual agreement as the Work proceeds, and shall include allowances for periods of time required for the Town’s review and for approval of submissions by other authorities having jurisdiction over the Work. The Consultant shall recommend to the Town that appropriate investigations, surveys, tests, analyses and reports be obtained as necessary for the proper execution of the Consultant’s services and Work. Time is of the essence to complete the Work for each project and will be established by the schedule approved by the Town.

1.5 The Consultant shall not be responsible for the acts or omissions of the Town, the

Town’s other consultants, contractors, subcontractors, their agents or employees or other persons performing any of the work on the Project, except to the extent such acts or omissions are due to the negligence of the Consultant or its sub-consultants, agents, or employees, or their failure to perform their responsibilities and obligations under this Agreement.

1.6 All meetings with Town staff members required under this Agreement shall be held in the Town of Glastonbury at locations established by the Town. The Consultant will provide written minutes of each meeting within ten (10) business days.

1.7 In the event this Agreement is terminated for any reason before completion of a particular project, notwithstanding copyright laws applicable thereto, the work product of the Consultant pursuant to this Agreement, including but not limited to all completed, unfinished or partially completed documents, drawings and data shall be the sole and exclusive property of the Town. Upon completion or other termination of this Agreement, the Consultant shall deliver to the Town electronic copies in Word format or other formats that can be retrieved/opened in Word format and machine reproducible copies of all documents, drawings and data pertaining to this Agreement prior to the final payment being made. This provision shall survive the termination or expiration of the Agreement.

1.8 No report, information, specification, or data given to, or prepared or assembled by the Consultant, shall be made available to any person or organization by the Consultant without the prior written approval of the Town.

ARTICLE II

TOWN’S RESPONSIBILITIES

2.1 The Town shall designate a representative (“Town’s Representative”) authorized to act on the Town’s behalf with respect to the Project and to coordinate with the Consultant’s Representative. The Town’s Representative for the Project shall be Stephen Braun P.E. Director of Engineering and Highways. The Consultant’s instructions shall be received solely from the Town’s Representative.

2.2 The Town shall, upon reasonable notice, provide available information within the

Town’s control to the Consultant as necessary for the performance of the Consultant’s services and Work. Any failure by the Town to provide such information shall not excuse the Consultant from performing any of its duties under this Agreement.

ARTICLE III

CONTRACT PRICE

3.1 The Town shall pay the Consultant for services rendered under this Agreement in accordance with the following terms:

3.1.1 The total Consultant’s fee, excluding reimbursable expenses, shall be negotiated and mutually agreed upon in writing on a project by project basis. The Town and the Consultant shall mutually agree on a written scope of services to be performed for each individual project. Additional services shall not be performed unless and until authorized by the Town.

3.1.1a The Consultant may submit invoices monthly in proportion to the Work completed up to the final payment amount in 3.1.1b.

3.1.1b The final payment for each individually assigned project to the Consultant will be a minimum of $1,000.00 and will be paid upon final completion of all work agreed upon for each individual project to the Town’s satisfaction, and the Consultant providing all of the material described in Section 1.7.

3.2 The Consultant’s fees will include all salaries, fringe benefits, pensions and similar contributions and benefits of the Consultant’s personnel engaged on the Project, and all the Consultant’s expenses with the exception of those specifically enumerated as reimbursable expenses in its Proposal. The Town shall have no responsibility for the payment of these costs by the Consultant to its employees or any third party.

Any reimbursable expenses will be only those Town authorized, direct, out-of-pocket expenses at the cost paid by the Consultant. No surcharging of these costs will be permitted.

3.3 The Consultant may provide services in addition to and outside the Work agreed upon at the onset of each individual project (“Additional Services”). The Consultant shall not provide such Additional Services unless the Town gives prior written authorization. Such authorization shall also include the agreed-upon charge for the Additional Services. Any claimed Additional Services by the Consultant shall be deemed basic services under this agreement, if performed without prior written authorization.

3.4 The Consultant shall submit invoices no more frequently than once a month. The

Town shall approve or reject the Consultants invoices within fifteen (15) days of submittal. Such invoices will be due and payable within thirty (30) days of approval. However, failure of the Town to either approve or reject such invoices within fifteen (15) days or to pay any invoice within thirty (30) days of approval will not authorize the Consultant to stop or suspend work on the Project.

3.5 The Town reserves the right to withhold payments, in whole or in part, due to any breaches of this agreement by the Consultant.

ARTICLE IV

INSURANCE REQUIREMENTS

The Contracted Firm shall, at its own expense and cost, obtain and keep in force during the entire term of the contract the following insurance coverage covering the Contracted Firm and all of its agents, employees and sub-consultants and other providers of services and shall name the Town of Glastonbury, its employees and agents as an additional insured (“Additional Insured”) on a primary and non-contributory basis to the Contracted Firms Commercial General Liability and Automobile Liability policies. Insurance shall be written with carriers approved in the State of Connecticut and with a minimum Best’s Rating of A-.

In addition, all carriers are subject to approval by the Town of Glastonbury. If the project is to take place on school grounds, the Glastonbury Board of Education and its directors, officials, officers, committee members, agents, employees, consultants and representatives shall also be named as Additional Insureds as provided above on a primary and non-contributory basis. If the project is funded in whole or in part by the State of Connecticut (including any of its agencies or departments, or branches), the State of Connecticut and its directors, members of governing boards, committee members, officials, officers, employees, managers, beneficiaries, agents and representatives shall also be Additional Insureds as provided above on a primary and non-contributory basis. Evidence of the Additional Insureds’ additional insured status shall be by policy endorsement acceptable to the Town.

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 Additional Insureds.

The Additional Insureds and their respective insurers retain all rights of subrogation.

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 Project)

- A Waiver of Subrogation shall be provided in favor of the Additional Insureds. The

Additional Insureds and their respective insurers shall retain all rights of

3. Automobile Insurance:

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

- Evidence of Combined Single 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 Additional Insureds. The

Additional Insureds and their respective insurers shall retain all rights of

4. Errors and Omissions Liability or Professional Services Liability Policy

- Provide Errors and Omissions Liability or Professional Services Liability Policy for a minimum Limit of Liability $1,000,000 per claim and $1,000,000 in the aggregate.

The awarded Contracted Firm will be responsible for providing written notice to the Town 30 days prior to cancellation of any insurance policy.

- The Contracted Firm agrees to maintain continuous professional liability coverage for the entire duration of the contract and shall provide for an extended reporting period in which to report claims for seven (7) years following the conclusion of any particular project.

5. Follow-form Umbrella (Excess) Liability Insurance

- Follow-form umbrella (excess) liability insurance with a limit of $2,000,000 each occurrence and $2,000,000 in the aggregate in excess of the general liability, employer's liability and business automobile liability coverages required of the Contracted Firm under this schedule. Such insurance shall contain a provision that it will not be more restrictive than the primary insurance. Aggregate limits of liability shall apply separately with respect to each project. A Waiver of Subrogation shall be provided in favor of the Additional Insureds. The Additional Insureds and their respective insurers shall retain all rights of subrogation.

6. Deductibles and Self-Insured Retentions

- Any deductible or self-insured retention must be declared to and approved by the Town. All deductibles or self-insured retentions are the sole responsibility of the Contracted Firm to pay and/or to indemnify at no additional cost to the Additional Insureds.

The Contracted Firm shall provide a Certificate of Insurance as "evidence" of General

Liability, Auto Liability including all owned, hired, leased, borrowed and non-owned vehicles, statutory Worker's Compensation and Employer's Liability and Professional Services Liability coverage.

The Contracted Firm shall direct its Insurer to provide a Certificate of Insurance to the Town before any services are performed. The Contracted Firm will be responsible to provide written notice to the Owner 60 days prior to cancellation or non-renewal of any insurance policy. The Certificate and policy endorsements shall evidence all required coverages including the Additional Insured on the General Liability and Auto Liability policies and Waiver of Subrogation on the General Liability policy. The Contracted Firm shall provide the Town copies of any such insurance policies upon request.

ARTICLE V

INDEMNIFICATION

To the fullest extent permitted by law, the Contracted Firm shall defend, indemnify and hold harmless the Town, and its departments, boards and commissions and its respective officers, agents, servants, members and employees and volunteers (“Indemnified Parties”) from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Contracted Firm’s and the Contracted Firm’s consultant’s services under the Agreement, but only to the extent caused by the negligent acts or omissions of the Contracted Firm, the Contracted Firm’s consultants and 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 Section. The Contracted Firm shall also be required to pay any and all attorney’s fees incurred by the Indemnified Parties in enforcing any of the Contracted Firm’s obligations under this section, which obligations shall survive the termination or expiration of the Agreement. As a municipal agency of the State of Connecticut, the Town will NOT defend, indemnify, or hold harmless the Contracted Firm. If the Project is on school grounds, the Glastonbury Board of Education shall be an Indemnified Party. If the project is financed in whole, or in part, by the State of Connecticut, the State of Connecticut shall be an Indemnified Party.

In claims against any person or entity indemnified under this Section by an employee of the Contracted Firm or the Contracted Firm’s consultants or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contracted Firm or the Contracted Firm’s consultants under workers' compensation acts, disability benefit acts or other employee benefit acts.

The parties agree that the amounts of insurance under any Agreement do not, in any way, limit the Contracted Firm’s liability to the Indemnified Parties by virtue of this promise to indemnify and hold the Indemnified Parties harmless so that in the event of any settlement of a claim or a judgment in an amount in excess of the amount of insurance coverage carried by the Contracted Firm, the Contracted Firm shall be liable to the Indemnified Parties for the difference, plus all fees and expenses incurred in collecting same, all at the Contracted Firm’s sole cost. The insurance types and requirements listed in this solicitation and any Agreement are not intended to be a limitation of liability.

The Contracted Firm for itself and its successors will be required to covenant and, to the fullest extent permitted by law, indemnify, defend and hold harmless the Indemnified Parties from and against any and all action, causes of action, judgments, legal fees, claims, expenses and demands whatsoever, which may at any time be instituted, made, tendered or recovered against the Indemnified Parties to the extent caused by and alleged to be caused by the Contracted Firm’s negligence in the performance of any Agreement.

The indemnification, defense and hold harmless provisions herein shall survive termination and/or full or partial performance of any Agreement

ARTICLE VI

ARBITRATION

6.1 If the parties are unable to settle disputes by non-binding mediation pursuant to

Paragraph 6.5 below, the Town, at its sole discretion and option, may have all claims, disputes or other matters in question between the parties to this Agreement decided by arbitration in accordance with the Commercial or Construction Industry Arbitration Rules of the American Arbitration Association (whichever is appropriate) then pertaining unless the parties mutually agree otherwise. No arbitration arising out of or related to this Agreement shall include, by consolidation, joiner or in any other manner, any additional person or entity not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by the Town. Any consent to arbitration involving any additional person or entity shall not constitute consent to arbitration of any dispute not described therein or with any person not named or described therein.

6.2 If the Town consents to arbitration, notice of demand for arbitration shall be filed in writing with the other party to this agreement and with the American Arbitration Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitation.

6.3 If the Town consents to arbitration, the award rendered by the arbitrator shall be final, and not subject to appeal, and judgment may be entered upon in accordance with the laws of the State of Connecticut.

6.4 If the Town does not consent to arbitration, all disputes shall be subject to determination by a court of competent jurisdiction. The venue for such action shall be Superior Court, Judicial District of Hartford, at Hartford, Connecticut.

6.5 Prior to arbitration, the parties shall endeavor to settle disputes by non-binding mediation in accordance with the Commercial or Construction Industry Mediation Rules of the American Arbitration Association (whichever is applicable) currently in effect, unless the parties mutually agree otherwise in writing. Demand for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute other matters in question would be barred by the applicable statute of limitations.

ARTICLE VII

AUDIT

7.1 The Consultant shall maintain books, records, documents, and other evidence directly pertinent to performance of its Work on the Project. All financial documentation prepared and maintained in connection with this Agreement shall be maintained according to accepted accounting principles and practices.

7.2 The Town or any of its duly authorized Representatives, upon reasonable notice shall have access to such books, records, documents and other evidence for inspection, audit and copying. The Consultant will provide proper facilities for such access and inspections.

7.3 Audits conducted pursuant to this Section of the Agreement shall be done according to accepted auditing standards and established procedures and guidelines of the reviewing or audit agency.

7.4 The Consultant shall maintain records and make them available during the duration of this Agreement and until five (5) years from the date of the last payment made by the Town.

ARTICLE VIII

TERMINATION

8.1 This Agreement may be terminated by either party by thirty (30) days written notice in the event of substantial failure to perform in accordance with the terms of this Agreement by the other party through no fault of the terminating party and providing such breach is not corrected within seven (7) days of receipt of said notice. If this Agreement is terminated by reason of the Town’s breach, the Consultant shall be compensated for services performed prior to the termination notice date and for its reimbursable expenses then due. The Consultant shall not be entitled to its anticipated profit. If this Agreement is terminated by reasons of the Consultant’s breach, then payment shall be withheld pending resolution of its obligations thereunder. In any event, the Consultant shall not be relieved of any responsibilities, warranties or obligations under this Agreement as a result of a breach or failure to perform by either party.

8.2 This Agreement may be terminated by the Town upon not less than seven (7) days written notice to the Consultant in the event that the Project is permanently abandoned. If the Project is abandoned by the Town for more than ninety (90) consecutive days, the Consultant may terminate this Agreement by giving written notice. In the event the Town terminates this Agreement because the Project is abandoned, the Consultant shall be compensated for services performed prior to the termination, together with all reimbursable expenses then due. The Consultant shall not be entitled to its anticipated profit. In any event, the Consultant shall not be relieved of any responsibilities, warranties or obligations under this Agreement as a result of a breach or failure to perform by either party.

8.3 The Town may terminate this Agreement for its convenience upon not less than seven (7) days written notice to the Consultant. In the event that this Agreement is terminated for convenience by the Town, the Consultant shall be compensated for services performed prior to termination, together with reimbursable expenses then due. The Consultant shall not be entitled to its anticipated profit.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 If the Consultant observes or otherwise becomes aware of any fault or defect in the Project, prompt written…