6-Request for Goods Senior Center Vehicles 2026-09-ITB-017 - Contract.pdf

Town of Ellington

Contract

Request for Goods Senior Center Vehicles #2026-09-ITB-017

By and Between

The Town of Ellington and

Town of Ellington Contract Request for Goods Senior Center Vehicles #2026-09-ITB-017

Agreement made as of the day of , 2026, between the Town of Ellington, acting herein by Matthew Reed, Town Administrator, 55 Main Street, P.O. Box 187, Ellington, Connecticut 06029, hereinafter referred to as “the Town” and in supplemental documents as “the Owner”, and _____________________________________ with a principal office located at ____________________________________ hereinafter referred to as “the Vendor”.

The Project Coordinator is:

Sheila Grady, Senior Center Director

The Town and the Vendor agree as follows:

ARTICLE 1:

CONTRACT DOCUMENTS

1.1 The Contract Documents consist of all of the documents listed in Paragraph 1.2.

All of the documents form the Agreement between the parties and are as fully a part of the Agreement as if attached to this Agreement or repeated herein. The Agreement is the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than modifications subsequent to this Agreement, are listed in Section 1.2.

1.2 The Contract Documents, except for modifications which may be issued after execution of this Agreement, are:

(a) This Agreement as executed by the parties;

(b) The specifications for the work (the “Specifications”);

(c) The Town of Ellington Invitation to Bid, Bid Requirements, and Instructions to Bidders, including any addenda or additions issued prior to the awarding of the Project Contract;

(d) The Vendor’s Bid Form and all documents attached to or included with said bid without limitation;

(i) Vendor’s Qualification Statement;

(ii) Non-collusion Affidavit of Vendor;

(iii) Vendor’s Legal Status Disclosure.

(e) Insurance Requirements for all Contractors.

(f) Company Resolution

(g) Opinion of Vendor’s Counsel

ARTICLE 2:

CONTRACT WORK

The Vendor shall perform the work as defined in the “Specifications” to provide all labor and material as identified in the heading of this Agreement and as described in the Contract Documents, hereinafter referred to as “the Work”.

ARTICLE 3:

DATES OF COMMENCEMENT & COMPLETION

The listed materials in the bid specifications will be delivered to the Town no later than December 18, 2026.

ARTICLE 4:

CONTRACT SUM

The Town shall pay the Vendor for the Vendor’s performance of the Agreement at the rates set forth on Vendor’s Bid Form and in accordance with the terms set forth in the Specifications, both made a part of this Agreement.

ARTICLE 5:

PAYMENT

The Payment of the Contract shall be as follows: The Town will submit payment in full upon delivery and acceptance of the Work.

ARTICLE 6:

DEFAULT AND REMEDY

6.1 Termination. If, at any time during the term of this Agreement, the Vendor, in the sole discretion of the Town: (a) has failed to perform the Work in a competent and satisfactory manner; (b) has become insolvent; (c) makes an assignment for the benefit of creditors; (d) files a voluntary petition in bankruptcy; (e) is subject to an involuntary petition in bankruptcy that is not discharged within thirty (30) days; (f) abandons the Work; (g) subcontracts, assigns, transfers, conveys or otherwise disposes of its obligations under the Agreement except as specifically approved by the Town; or (h) fails to comply with any other term or condition contained in the Agreement, the Town shall have the right to terminate the Agreement upon ten (10) days written notice to the Vendor.

6.2 Remedies. In the event of a termination of this Agreement by the Town pursuant to Section 6.1 above, the Vendor shall be required to return all sums paid by the Town for the Contract Work that has not been completed at the time of breach and the Town shall be relieved of any further payments hereunder. The Vendor acknowledges that any such breach will cause irreparable damage to the Town, the exact amount of which will be difficult or impossible to ascertain, and that remedies of law for any such breach will be inadequate. Accordingly, the Vendor shall pay the Town, as liquidated damages, the amount of any excess of the price of the new contract over the Contract Sum provided herein, plus any legal or other costs or expenses incurred by the Town in terminating this Agreement and securing a new bid.

ARTICLE 7:

ADDITIONAL PROVISIONS

7.1 Conflicts. In the event that any provision of any other Contract Document is as inconsistent with the terms of this Agreement as to be mutually exclusive, then the terms of this Agreement shall control.

7.2 Pre-Conditions. The Vendor acknowledges that it has examined, to its satisfaction, all conditions relating to the Work to be performed and all Specifications and has not relied upon any oral representation of any Town official or employee concerning site condition or job requirements.

7.3 Knowledge of Laws. The Vendor acknowledges that it is familiar with all federal and state laws and all local By-laws, Ordinances and Regulations which in any manner affect those engaged or employed on the Work, or the equipment used in the Work, or in any way affect the conduct or the Work, and no claim of misunderstanding or lack of knowledge of the same will be considered a basis for terminating the Work or amending this Agreement.

7.4 Discrepancies. If, at any time, the Vendor shall determine that there are discrepancies, omissions, ambiguities or conflicts in or among the Contract Documents, or that any provision conflicts with any law, regulation or code, the Vendor shall immediately notify the Project Coordinator. If the Project Coordinator determines that clarification is necessary, such clarification shall be made in writing as an addendum to this Agreement and shall be signed by the parties. No verbal instructions or interpretations shall be deemed valid.

7.5 Governing Law. This Agreement and any other Contract Document shall be governed by and interpreted under the laws of the State of Connecticut. If any provision of this Agreement or any other Contract Document is found to be invalid or unenforceable by any court, the same shall not affect the remainder of the Agreement or other Contract Document, which shall remain in effect as if the invalid or unenforceable provision had not been included therein.

7.6 Dispute Resolution. The parties agree that any dispute under this Agreement is to be resolved by binding arbitration under the rules of the American Arbitration Association before a single arbitrator with any hearing to be held in Tolland County, CT. The Decision of the arbiter shall be binding on the parties and may be submitted to the Superior Court for the Judicial District of Tolland at Rockville for confirmation as a judgment pursuant to Chapter 909, CGS Sec.

52-408 to 52-423, which court shall have exclusive jurisdiction or venue in these matters. Unless otherwise mutually agreed, each party is to pay its own expenses including attorney’s fees and to share the cost of arbitration equally.

7.7 Captions. Captions used in this Agreement are for convenience only and are not intended to be limitations on, nor interpretations of, the specific provisions hereof.

7.8 Non-Assignability. No assignment of the rights, obligations or interests by a party in this Agreement will be binding on the other party without its written consent and no such assignment shall release or discharge the assignor from any duty, obligation or responsibility under this Agreement or under any other Contract Document.

7.9 Vendor hereby agrees to indemnify and hold Owner, its agents, servants and employees harmless from any and all claims, demands, liabilities, and lawsuits, including reasonable attorney’s fees incurred thereby, resulting from or pertaining to any alleged violations by Vendor and all subcontractors, if any, of any applicable federal, state laws, rules and regulations in effect and applicable for the Project including without limitation any nondiscriminatory employee laws and the Immigration Reform & Control Act, or in connection with any claim of injury or damage caused by any of its agents or employees arising out of or in the course of their employment and work at or upon the premises at which services are being rendered, which injury or damage is not caused by the willful act of a town agent, servant or employee. The Vendor’s obligations under this section shall not be limited in any way by any limitation in the amount or type of the Vendor’s insurance. Nothing in this section shall obligate the Vendor to indemnify Owner against liability for damages caused by or resulting from the negligence of Owner, its agents, servant or employees.

7.10 Warranty. The Vendor must warrant the goods to conform to generally accepted industry standards for the type of goods delivered. The vendor shall provide the manufacturer’s vehicle warranty, the accessibility conversion warranty, and the applicable ramp or lift warranty.

7.11 Insurance. The Vendor will at all times maintain insurance policies in force in accordance with the requirements of the “Insurance Requirements For All Contractor’s” listed in paragraph 1.2(e) and provide the Finance Officer a certificate of such insurance naming the Town of Ellington as an additional insured.

7.12 Non-Discrimination. Vendor agrees and warrants that in the performance of the Agreement such Vendor will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, sexual orientation, gender identity or expression, status as a veteran, status as a victim of domestic violence, status as a victim of sexual assault, status as a victim of trafficking in persons, intellectual disability, mental disability, or physical disability, including, but not limited to, blindness, unless it is shown by such Vendor that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut. The Vendor further agrees to take affirmative action to ensure that applicants with job-related qualifications are employed and that employees are treated, when employed, without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, sexual orientation, status as a veteran, status as a victim of domestic violence, status as a victim of sexual assault, status as a victim of trafficking in persons, intellectual disability, mental disability, or physical disability, including, but not limited to, blindness, unless it is shown by the Vendor that such disability prevents performance of the work involved. The Vendor agrees, in all solicitations or advertisements for employees placed by or on behalf of the Vendor, to state that it is an “affirmative action-equal opportunity employer” in accordance with regulations adopted by the Connecticut Commission on Human Rights and Opportunities.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date stated above.

TOWN OF ELLINGTON VENDOR

By___________________________ By_________________________ Matthew Reed Town Administrator Duly Authorized