26-26 Rate Design Services for NPU RFP.pdf

Invitation for Bid/Proposal

RFP No. 26-26

The Purchasing Agent, City of Norwich, on behalf of Norwich Public Utilities, is soliciting proposals from financial consulting firms to provide Cost of Service and Rate Design Studies until 2:00 P.M. prevailing time on October 29. 2025, at which time they will be opened on the procurement website and be available to view. All proposals are to be submitted via the City of Norwich Procurement Portal at the following website:

City of Norwich Procurement Portal

The documents may be downloaded from the following website:

City of Norwich Procurement Portal

Addenda, if any, will be posted on the website listed above. All firms, prior to submitting their proposals, should check the websites to ensure they have received all issued addenda.

No firm may withdraw its proposal within sixty (60) days of the opening date. Should there be a reason why the contract cannot be awarded within the specified time, the time may be extended by mutual agreement between Norwich Public Utilities and the selected firm.

All final awards shall be in compliance with the City of Norwich Code of Ordinances §7-46 – Delinquent Tax Setoff Against Money Due Contractor.

By submitting a proposal to this RFP, the firm certifies they are not on a state or federal debarment or suspended list and are not prohibited from performing any state or federal work.

All firms must submit bids/proposals through the City Procurement Portal.

Responding firms must ensure that employees and applicant for employment are not discriminated against because of their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to blindness, unless it is shown by such firm that such disability prevents performance of the work involved.

Robert R. Castronova Purchasing Agent

City of Norwich Department of Finance – Purchasing Agent Phone: (860)823-3706 100 Broadway, Room No. 105 Fax: (860)823-3812 Norwich, CT 06360 E-mail: rcastronova@cityofnorwich.org https://norwichct.bonfirehub.com/portal/?tab=openOpportunities https://norwichct.bonfirehub.com/portal/?tab=openOpportunities

RFP 26-26Cost of Service, Rate Design

REQUEST FOR PROPOSALS FOR

ALLOCATED COST OF SERVICE STUDY

AND RATE DESIGN SERVICES

1.0 .PURPOSE

Norwich Public Utilities (NPU) is soliciting proposals from qualified financial consulting firms in the utility industry to conduct and develop comprehensive Allocated Cost of Service and Rate Design Studies for its Gas, Electric, Water and Sewer utility divisions with a five-year financial plan for each study. The general purpose of work will include studies to review existing rate and service fee structures, develop rates and charges that are consistent with NPU’s rate design strategies (listed below) and reflect current costs of providing gas, electricity, water, and sewer services.

NPU’s prioritized rate design strategies:

1) Financial and revenue stability

2) Rate competitiveness for residential and commercial services

3) Promote and incentivize growth

4) Affordability

5) Cost equity

6) Cash flow management

7) Efficiency

It is intended that the contract with the selected firm will run through December 31, 2028, subject to up to two three-year negotiated contract renewals.

In Year 1 of this engagement, all four services (gas, electric, water, and sewer) will require the scope of services as outlined in Section 3.0 including, but not limited to, financial projections, allocated cost of service study, rate design, presentations, and reports. In Year 2 and Year 3, sewer services only will require the scope of services as outlined in Section 3.0 including, but not limited to, financial projections, allocated cost of service study, rate design, presentations, and reports.

After the proposals are received, they will be reviewed and ranked in accordance with the established criteria as identified in Sections 4-8 of this document by the selection committee. Upon review, the selection committee may request an interview with selected firms to obtain a more in-depth assessment of the proposals prior to making the award. The scope of work shall be awarded to the most qualified and responsible firm whose proposal is determined to be the most advantageous to NPU, taking into consideration price and other evaluation criteria set forth in the request for proposals and subsequent interview (if applicable).

2.0 BACKGROUND

NPU, which was established in 1904, owns and operates natural gas, electric, water and wastewater utilities for the City of Norwich. NPU is governed by a five-member Board of Public Utilities'

Commissioners who are appointed by the City Council. The General Manager, who is appointed by the Commissioners, is responsible for NPU’s management and operations.

NPU has roughly 155 employees and serves approximately 21,000 electric customers, 9,700 gas customers, 11,200 water customers and 7,700 wastewater customers.

NPU supports general City activities by contributing 10% of its gross revenues (excluding sewer revenues) to the City's annual budget. NPU's budget of approximately $115 million is approved by the Commissioners and is then presented to the City Council for adoption.

Water Operations: NPU has a water supply system that consists of a 10-million gallons per day (mgd) water filtration plant, a 4-mgd water filtration plant, four reservoirs, one emergency supply well, and a fully accredited testing laboratory. NPU produces an annual water quality report that indicates the utility consistently meets or exceeds all drinking water standards set by the federal and state regulators. Through the State of Connecticut Drinking Water State Revolving Fund, NPU is in the early stages of engineering and design of an estimated $23.1 million in capital improvements that are expected to be constructed and in service in the next five years. The projects include lead service line assessments/replacements, water storage tank painting and aeration/mixing systems, PFAS treatment of a supply well, and distribution line replacements.

Wastewater Operations: NPU continues to secure funding to expand its wastewater collection system to neighborhoods that have seen the failure of private septic systems. An extensive, multiyear combined sewer overflow (CSO) program, funded through Federal/State grants and loans, has successfully eliminated most sewer system overflows, and greatly improved water quality in the Shetucket, Yantic and Thames Rivers. NPU is in the midst of a large-scale upgrade to its wastewater treatment plant. The overall cost of this project is estimated to be $180 million and is financed with State of Connecticut Clean Water Fund loans bearing a 2% interest rate, Clean Water Fund grants, and local funding.

Natural Gas Operations: NPU secured grants of $20.9 million through the Pipeline and Hazardous Materials Administration to replace all remaining cast iron, wrought iron, bare steel, and coated steel distribution mains that were installed prior to 1971 and operated without cathodic protection for decades. These lines are being replaced with high density polyethylene and coated steel pipes.

All non-plastic service lines associated with these mains are being replaced with high density polyethylene services and outside meter sets. Construction for the project began in Fall 2024 and is anticipated to be completed by Spring 2030.

Electric Operations: NPU secured authorization to pursue $150 million in revenue bonding to support various emerging and significant capital needs in its electric system over the next ten to twenty years. It is anticipated that every two to three years NPU will issue revenue bonds to meet its planned and approved capital spending plans that are beyond what can be reasonably funded through rate adjustments and cash reserves. This authorization is intended to fund plant improvements in transmission ($16.1 million), substations ($85.7 million), distribution ($43.9 million), and generation and facilities ($4.3 million). These plans allow for the modernization of infrastructure, replace aging assets, and put NPU in a position to be “future-ready” for economic development and electrification.

3.0 SCOPE OF SERVICES

The scope of the services requested includes:

1. Five-year financial projections for the gas, electric, water and sewer divisions that include the following:

a. Determination of revenue requirements for each year

b. Forecasts of financial targets related to the following:

i. Debt Coverage Ratio

ii. Minimum Cash Reserves/Days Cash on Hand

iii. Operating Income/Return on Plant

iv. Capital reserves for long term capital planning

v. Other recommended KPI’s to aid in financial planning/rate design

c. Development of (at a minimum) five-year rate track to maintain financial stability of utility and minimize potential rate impacts to customers

d. Review of proposed capital improvement plan and projected costs

2. Development of allocated cost of service studies for the gas, electric, water and sewer divisions that identify the following:

a. Comparison of cost to provide service to each customer class with projected revenues

b. Identification of potential new rate classes or adjustments to existing rate classes based on load characteristics

c. Monthly customer charges for each class of customers

d. Transmission delivery charges (Electric, Gas)

e. Distribution delivery charges (Electric, Gas)

f. Purchased Power charges

g. Purchased Gas charges

h. Water cost of service by meter size and customer class (including fire protection charges)

i. Wastewater cost of service by meter size and customer class

j. Identification of fixed and variable costs including the following:

i. Total demand related costs (Electric, Gas)

ii. Total commodity related costs (Electric, Gas)

iii. Monthly customer related costs by customer class

k. Distributed generation customer charges by installation size

3. Development of Rate Design

a. Development of rates consistent with rate strategies as outlined in Section 1.0

b. Development of a three-year rate track for Gas, Electric, and Water services

c. Development of annual rate changes for Sewer services for three years

d. Development of rates to move classes closer to cost of service

e. Development of rates to move components of rates closer to cost of service

f. Development of rates to provide long-term revenue stability

g. Investigation and development of new rates or adjustments to existing rates for the following purposes:

i. Economic development and growth (Commercial Gas and Electric customers)

ii. Low Income rate (Residential Gas and Electric customers)

iii. Electric Vehicle and Electric Charging Station rates

iv. Small, intermediate, and large commercial gas customer rates

v. Single-Family residential gas heating and non-heating customer rates

vi. Small, intermediate, and large multi-family residential gas customer rates

h. Identify, review and recommend cost recovery mechanisms for long term capital projects and associated debt service

i. Identification of impacts of rate changes by classes considering the following:

i. Percentage impacts at various usage levels

ii. Dollar impacts at various usage levels

iii. Percentage impacts for demand rate classes based on load factors

j. Identification of overall rate impacts on customers

4. Presentation to Staff & Board of Utility Commissioners

a. Review assumptions and results of cost-of-service study and rate design development

b. Review development of appropriate financial targets

c. Obtain input and feedback on rate track and rate designs including:

i. Overall rate change for each year

ii. Customer charges

iii. Level of rolled in purchased power and purchased gas costs

d. Discussion of overall goals, strategies, and objectives of management and Board

5. Reports

a. Executive summary report discussing the following:

i. Financial projection results and rate adjustments to achieve financial targets and overall rate strategies

ii. Cost of service results for each rate class

iii. Cost-based rate structures

iv. Assumptions used in development of study

v. Recommendations on rate track, movement toward cost of service, financial targets, and other goals as identified

b. Final report on rate design after input from staff and Board

i. Proposed rate designs for each rate class

ii. Rate impacts on each customer class

iii. Rate impacts at various levels of usage for each rate class

c. Releasing Microsoft Excel models for items contained within Sections 1 – 3 of “Scope of Services” to NPU for internal review

6. Sewer Service Annual Updates – Items 1 through 5 are to be repeated in Year 2 and Year 3 of the engagement for sewer services only

4.0 RFP SUBMITTAL REQUIREMENTS

The qualified Proposer should submit a written proposal to include the following.

When providing the information on Qualifications requested below, please repeat the request and provide your responses numbered to correspond to the requests as indicated in the RFP. All requests must be responded to in a concise manner. Reference should not be made to a prior response. Be sure to refer to the earlier sections of this RFP before responding to any of the questions so that you have a complete understanding of all of NPU’s requirements with respect to the proposal.

a. A transmittal letter signed by the appropriate officer of the firm which, at a minimum, includes statements:

i. Agreeing to the Scope of Services

ii. Offering the proposal and certifying that the proposal and any cost projection included will remain in effect for 120 days after the due date

iii. That the firm will comply with all of the Contract Conditions of this RFP

iv. That the firm is not debarred, suspended, or proposed for debarment or suspension from participating in this solicitation

b. Corporate Organization – Describe the firm structure, ownership, size, licensure, and history of your firm, including the location of the office where the majority of work will be performed, the location of corporate headquarters, and number of years in business.

c. Resumes of Project Team Members – Please include only those resumes of staff that are likely to work on this project, including their education, experience and what role they would serve.

d. Demonstration of Ability to Complete the Project – Describe the firm’s ability to perform the services as reflected by current workload and the availability of adequate personnel, equipment and facilities to perform the service expeditiously.

e. Detailed project approach and proposed scope of services sufficient to demonstrate a sound understanding of the project and required elements for its successful completion, including a schedule showing a timeline of when the required work will be completed.

f. Description of Relevant Experience – Include projects that are similar to those being requested. For each project, include the name of the organization for which the work was performed; contact name, address, and telephone number; contract fee; date the project was completed; a description of the services performed: quantifiable results achieved.

g. Other information that the Consultant believes conveys their qualifications and experience.

h. Please provide at least three references from other public-sector clients, preferably those to which the firm provided similar services to those proposed to be undertaken in this

RFP.

i. Non-collusion Affidavit

j. Proposed schedule to complete the Scope of Services

Provide fees for the items as detailed in the Scope of Services in the format provided below:

1. Five-year financial projections for the gas, electric, water and sewer divisions Fee:

2. Development of allocated cost of service studies for the gas, electric, water and sewer divisions Fee:

3. Rate Design

4. Presentation to Staff & Board

5. Reports

6. Sewer Service Annual Updates

Optional

You may detail alternative fee structures for the items in the Scope of Services and/or provide fee structures for any other services that your Firm offers that are not contemplated in this RFP.

5.0 GENERAL REQUIREMENTS

a. All requirements identified in Section 4.0 must be enclosed to be considered.

b. The firm selected from this request for qualifications will herein be referred to as the “Consultant”.

c. The selected Consultant will work at the direction of the NPU General Manager or his designee.

d. The Consultant will be required to meet with NPU, or other boards or commissions, as warranted.

6.0 MINIMUM REQUIREMENTS FOR CONSULTING FIRM AND STAFF

a. The Firm must have provided services similar to those being requested for at least 10 years.

Specific contact references, including scope of project and staff member in charge, must be included in the proposal.

b. The Firm must assign a principal person to NPU from among its staff. Proposals must include resumes of all professional staff members who might be assigned to the project.

c. Release of Excel model(s) for items 1-3 contained in Sections 3.0 “Scope of Services” to NPU for internal review.

7.0 ADDITIONAL REQUIREMENTS

Each proposal should state, and demonstrate where possible, that the Firm and its staff meet, or will meet, the following additional requirements.

1. The staff assigned to serve NPU must provide assurance that any person(s), officer(s) and/or official(s) employed by or associated with NPU has not been employed, retained, induced or directed to solicit or secure the Contract. In the event of any allegation of substance (as determined by NPU) is substantiated, the firm shall cooperate fully with NPU in establishing whether or not the allegation is true.

2. The staff assigned to serve NPU should be familiar with the relevant laws and regulations of the State of Connecticut.

8.0 SELECTION CRITERIA

A committee will evaluate proposals to determine each firm’s qualifications. The order does not indicate relative ranking. Those firms deemed qualified will be interviewed. The final award will be based on the technical qualifications, proposal, interview performance and cost proposal and is at the sole discretion of NPU. The following criteria will be considered in determining the most qualified firm and such information requested below shall be highlighted in the proposal:

1. Competence to perform the services as reflected by training and education; general experience; experience of the assigned staff in providing the required services; and the qualifications and competence of persons who would be assigned to perform the services in a timely manner. Both the firm’s capabilities and the experience of individual team members assigned to the NPU account will be considered.

2. Ability to perform the services as reflected by workload and the availability of adequate personnel, equipment, and facilities to perform the service expeditiously.

3. Past performance as reflected by the evaluation of private persons and officials of other governmental entities that have retained the services of the firm with respect to such factors as control of costs, quality of work, and ability to meet deadlines.

4. Personnel assigned to perform the tasks. The Project Manager must have demonstrated experience with conducting Allocated Cost of Service Studies and developing Rate Designs for Gas, Electric, Water and Sewer utilities.

5. Avoidance of personal and organizational conflicts of interest.

6. Services offered under this contract.

7. Fulfillment of project proposal requirements.

8. Completion of required information demonstrating the ability to perform the required tasks.

9. Responsiveness of the firm’s proposal to the RFP, including clarity and organization of response, clear presentation of firm’s experience and approach to ensuring the needs of NPU are fully met.

10. Demonstrated record of responsiveness and quality of customer service on this type of account.

11. Fees for the scope of service items

Waiver of Requirements

NPU reserves the right to vary requirements if the best interests of NPU will be served.

Invoicing and Payment

The Firm shall provide detailed invoices monthly to NPU. The purchase order must be included on all invoices.

Invoices shall be paid promptly by NPU unless any invoiced items are questioned, in which case payment will be withheld pending verification of the amount claimed and the validity of the claim.

NPU’s standard payment terms are Net 30 days from receipt of properly executed invoice(s).

Award Consideration

NPU reserves the right to accept or reject all responses, in whole or in part, to waive technical defects, irregularities and omissions, if, in its judgment, the best interests of NPU will be served. NPU also reserves the right to negotiate further with one or more of the firms as to any features of their qualifications and submittals and to accept modifications of the work and price when such negotiations are in the best interest of NPU.

The firm whose proposal is accepted by NPU will be required to furnish all insurance certificates in the amounts specified, within 5 days from the date of the notice of award, and to execute a contract in substantially the same form as the contract included in the proposal documents. A purchase order will be issued once the contract is signed by both NPU and the consultant.

NON-COLLUSION AFFIDAVIT OF PRIME BIDDER

State of ) ) ss.

County of )

, being first duly sworn, deposes and says that:

(1) He is (owner, partner, officer, representative or agent) of

, the Bidder that has submitted the attached bid;

(2) He is fully informed respecting the preparation and contents of the attached Bid and of all pertinent circumstances respecting such Bid;

(3) Such Bid is genuine and is not a collusive or sham Bid;

(4) Neither the said Bidder nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, has in any way colluded, conspired, connived or agreed, directly or indirectly with any other Bidder, firm or person to submit a collusive or sham Bid in connection with the Contract for which the attached Bid has been submitted or to refrain from Bidding in connection with such Contract, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Bidder, firm or person to fix the price or prices in the attached Bid or of any other Bidder, or to fix any overhead, profit or cost element of the Bid price or the Bid price of any other Bidder or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against the Owner or any person interested in the proposed Contract; and

(5) The price or prices quoted in the attached Bid are fair and proper and are not tainted by any collusion, conspiracy, connivance or unlawful agreement on the part of the Bidder or any of its agents, representatives, owners, employees, or parties in interest, including this affiant.

(Signed)

Subscribed and sworn to before me this day of 20

(Title)

(Title) My Commission expires , 20 .

AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT is made and entered into by and between hereinafter called “Consultant”, and the City of Norwich, Department of Public Utilities, 16 South Golden Street, Norwich, CT 06360, hereinafter called “NPU”, and is effective as of the date the second party to the agreement signs and dates the contract.

WHEREAS NPU desires to enter a contract for services, and the Consultant represents itself as competent and qualified to accomplish the specific requirements of this contract to the satisfaction of NPU, therefore this contract is entered into under the following terms and conditions:

1. TERM OF THE CONTRACT: The start date of this Contract shall be as of the date of full execution and shall terminate on .

2. SERVICE TO BE PERFORMED: The Consultant shall perform the services in accordance with the terms and conditions contained in .

3. COMPENSATION: NPU shall compensate the Consultant for the performance of the Contract.

4. STANDARD OF CARE: Consultant shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by a consultant under similar circumstances and Consultant shall, at no additional cost to NPU, re-perform services which fail to satisfy the foregoing standard of care.

5. INDEMNIFICATION: Consultant agrees to indemnify, defend and hold and save harmless NPU, its officers (both appointed and elected), boards, commissions, agents, and employees from and against any loss, including financial losses, injury, damage, claim, lien or costs, including litigation expenses and attorney’s fees arising out of negligence or fault of the Consultant in the performance of its services and activities pursuant to this Agreement. Upon completion of all services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney fees) and costs. NPU reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of the Consultant under the indemnification agreement.

6. INDEPENDENT CONSULTANT: Consultant undertakes performance of the services as an independent contractor under this Agreement and shall be wholly responsible for the methods of performance. NPU shall have no right to supervise the methods used, but NPU shall have the right to observe such performance. Consultant shall work closely with NPU in performing services under this Agreement.

16 South Golden Street • Norwich, CT 06360 • 860-887-2555 • Fax 860-823-4172

7. PAYMENTS: Monthly invoices will be issued to NPU by the Consultant for all services performed.

Invoices are due and payable within thirty (30) days after NPU’s receipt of a complete and accurate invoice, including all required documentation. NPU is the sole determiner of accuracy and completeness. Invoices submitted to NPU must reference the purchase order, if applicable, to ensure prompt payment.

8. COMPLIANCE WITH LAWS: In the performance of the services, the Consultant shall comply with all applicable regulatory requirements including federal, state, and local laws, regulations, orders, codes, criteria and standards. By accepting the terms of this agreement, the Consultant certifies they are not on a state or federal debarment or suspended list and are not prohibited from performing any state or federal work. Without limiting the foregoing, this contract is subject to the provisions of City of Norwich Sexual Harassment Policy (“Policy”) and, as such, the contract may be canceled, terminated, or suspended by the City in the event that the contractor, its employees, contractors, subcontractors, consultants, sub-consultants, or vendors engages in behavior prohibited by the provisions of the Policy (a copy of the Policy is attached hereto). The contractor agrees to include a copy of the Policy, and the requirement to prevent behavior as defined in such Policy, in all contracts with its contractors, subcontractors, consultants, sub-consultants, and vendors.

9. INSURANCE: During the performance of the services under this Agreement, the Consultant shall maintain the following insurance policies, written by an insurance company authorized to do business in Connecticut, and shall provide NPU with a Certificate of Insurance naming NPU as additional insured on all policies.

Consultant’s obligation to obtain insurance coverage is separate and distinct from Consultant’s obligation to indemnify, hold harmless, and defend pursuant to this Agreement. Compliance with the requirements of this section shall not relieve the Consultant of its obligations under any indemnity or hold harmless provisions under this Agreement. NPU reserves the right to withhold payments to the Consultant in the event of material non-compliance with the insurance requirements outlined above. It is agreed that coverage exceeding NPU requirements remains available in the event of a claim.

If subconsultant(s) used by the Consultant do not have insurance, or do not meet the insurance limits, the Consultant shall indemnify and hold harmless NPU for any claim in excess of the subconsultant(s)' insurance coverage, arising out of negligent acts, errors or omissions of the subconsultant(s).

Consultant shall not commence work under this Agreement until all insurance required as stated herein has been obtained and such insurance has been approved by NPU.

o Commercial General Liability (including completed operations coverage) Bodily Injury, Property Damage, and Personal/Advertising Injury in the amounts of $1,000,000 each occurrence and $2,000,000 aggregate.

o Commercial Automobile Coverage, including owned, non-owned, leased and hired vehicles Bodily Injury and Property Damage in the amounts of $1,000,000 each person and $1,000,000 each accident or $1,000,000 combined single limit.

o Professional Liability Insurance in the amount of $1,000,000 per claim and $1,000,000 annual aggregate. Limitation of liability clauses are not permitted. Coverage shall be maintained for three (3) years after completion of the professional services provided.

o Cyber Liability coverage (if the Consultant has direct access to NPU’s network, technology infrastructure, or NPU employee personal identifiable information): $1,000,000 per cyber incident.

o Property Insurance: Consultant shall be responsible for maintaining any and all property insurance on their own equipment and shall require all subconsultants to do likewise.

o Umbrella/Excess Liability coverage (over commercial general liability, commercial automobile liability, and employer liability): $2,000,000 Over Primary Insurance/$10,00 retention. NPU shall have discretion in determining the coverage requirements depending on the scope of the work performed by the Consultant.

o Workers Compensation Coverage in accordance with State of Connecticut requirements. The policy must contain a waiver of subrogation in favor of NPU, executed by the insurance company: State: Statutory; Voluntary Compensation Same as State Workers’ (by any exempt entities) Compensation; Employer’s Liability: $1,000,000 Each Accident $1,000,000 Disease, Policy Limit $1,000,000 Disease, Each Employee.

10. NPU’S RESPONSIBILITIES: NPU shall be responsible for providing access to all project sites, and for providing project-specific information. Nothing contained in this Agreement is intended nor shall it be construed to waive NPU’s rights and immunities under the common law or Connecticut General Statutes as amended from time to time.

11. TERMINATION OF AGREEMENT

Termination: If Contractor fails to fulfill its obligations, NPU may terminate this Contract by giving written (including electronic communication) notice to the Contractor at least seven (7) calendar days before the effective date of termination stated in the notice. The notice shall state the circumstances of the alleged breach and may state a period during which the alleged breach may be cured, subject to approval by NPU.

Funding: This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by NPU in the annual budget for each fiscal year of this Agreement and is subject to termination based on lack of funding.

12. NONDISCLOSURE OF PROPRIETARY INFORMATION: Consultant shall consider all information provided by NPU and all reports, studies, calculations, and other documentation resulting from the Consultant's performance of the Services to be proprietary unless such information is available from public sources. Consultant shall not publish or disclose proprietary information for any purpose other than the performance of the services without the prior written authorization of NPU or in response to legal process.

13. UNCONTROLLABLE FORCES: Neither NPU nor Consultant shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions.

Neither party shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement.

14. CONNECTICUT LAW: It is agreed that this contract shall be governed by, construed, and enforced in accordance with the internal laws of the State of Connecticut.

15. VENUE: In the event of litigation, the parties do agree to be contractually bound to submit themselves to the personal jurisdiction of the state courts of Connecticut. The venue for any court proceeding shall be the Superior Court for the Judicial District for New London at New London, Connecticut.

16. WAIVER OF JURY TRIAL: Consultant hereby expressly waives any and all rights it may have to trial by jury of any claim, demand, action or cause of action (1) arising under this agreement or any other instrument, document or agreement executed or delivered in connection herewith, or (2) in any way connected with or related or incidental to the dealings of the parties hereto or any of them with respect to this agreement or any other instrument, document or agreement executed or delivered in connection herewith, or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether sounding in contract or tort or otherwise; and consultant hereby agrees and consents that any such claim, demand, action or cause of action shall be decided by court trial without a jury, and the city may file an original counterpart or a copy of this section with any court as written evidence of consultant’s consent to the waiver of its right to trial by jury.

17. MISCELLANEOUS

Non-waiver: A waiver by either NPU or Consultant of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party’s rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach.

Severability: Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non-enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. The provisions of this section shall not prevent the entire Agreement from being void should a provision, which is of the essence of the Agreement, be determined to be void.

18. SUCCESSORS AND ASSIGNS: NPU and Consultant each binds itself and its directors, officers, partners, successors, executors, administrators, assigns and legal representatives to the other party to this Agreement and to the partners, successors, executors, administrators, assigns, and legal representatives.

19. CONTINGENT FEES: The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement.

20. TRUTH-IN-NEGOTIATION CERTIFICATE: Execution of this Agreement by the Consultant shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement are accurate, complete and current as of the date of the Agreement and no higher than those charged the Consultant's most favored customer for the same or substantially similar service. The said rates and cost shall be adjusted to exclude any significant sums should NPU determine that the rates and costs were increased due to inaccurate, incomplete or non-current wage rates or due to inaccurate representations of fees paid to outside Consultants. NPU shall exercise its rights under this "Certificate" within one (1) year following payment.

21. OWNERSHIP OF DOCUMENTS: Consultant shall be required to work in harmony with other consultants relative to providing information requested in a timely manner and in the specified form. Any and all documents, records, disks, original drawings, or other information shall become the property of NPU upon completion for its use and distribution as may be deemed appropriate by the NPU.

22. COUNTERPARTS:. This agreement may be executed simultaneously in any number of counterparts, each of which will be deemed to be an original regardless of whether the executed copy is provided via hard copy, electronically, or via facsimile, and all counterparts will constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by their duly authorized representatives.

City of Norwich Department of Public Utilities:

By:

Name:

Title:

Date:

Consultant/Vendor:

By:

Name:

Title:

Date:

04 Professional Services Agreement - Template - Revised 10-08-2025