1002-0312 MUNICIPAL GARAGE BID – AUTO REPAIRS – JTM 05142026

MASTER AGREEMENT

BY AND BETWEEN

CITY OF BRIDGEPORT

AND

FOR

ON CALL AUTO REPAIR SERVICES

CONTRACTOR

THIS AGREEMENT, entered into this day of ____________, 2026 (the

“Effective Date”), by and between the CITY OF BRIDGEPORT (the “City”), a municipal corporation organized and existing under the laws of the State of Connecticut, and

_________________________ (the “Contractor”), a Connecticut corporation in the State of

Connecticut and having offices at [CONTRACTOR’S ADDRESS]. The City and Contractor are referred to herein collectively as the “Parties” and individually as “Party”.

WITNESSETH THAT:

WHEREAS, the City issued an Invitation to Bid No. _____________ for ON CALL

AUTO REPAIR SERVICES on _________ __ 202_, copies of which are annexed hereto as

Exhibit 1 and all terms and requirements of which are incorporated herein (hereinafter referred to collectively as the “Bid Solicitation”) for qualified and experienced firms to provide task-based services on an on-call as needed basis;

WHEREAS, the City sought to create a qualified bidder list using the individual firms selected from the above-referenced Bid Solicitation;

WHEREAS, the Contractor submitted a Bid/Proposal in response to the Bid Solicitation dated _________ __ 202_, copies of which are annexed hereto as Exhibit 2 and incorporated herein, (the “Contractor’s Proposal” or “Contractor’s Bid”);

WHEREAS, the City has selected the Contractor, along with others, based on the representations made in the Contractor’s Proposal for inclusion on the qualified bidder list for task driven on call services and its agreement to abide by the attached Price List attached hereto as

Exhibit 3 ; and

WHEREAS, the Contractor has agreed to perform the required services in accordance with the terms set forth herein and any applicable Task Order (defined below) issued pursuant to this

Agreement by the City, in a diligent, professional and timely manner.

NOW, THEREFORE, the City and the Contractor, for good and valuable consideration and based on the terms and conditions of this Agreement, hereby agree as follows:

Article 1. Employment of the Contractor

1.01. The City hereby engages the Contractor and the Contractor hereby agrees to perform the

Services hereinafter set forth in Article 2; the parties agree that this Agreement specifically incorporates by reference each of the recitals set forth in the Whereas paragraphs above as well as the terms of each document contained in the City’s Bid Solicitation including but not limited to the City’s General Conditions “Rev. Jan, 2025”. The principal in charge of the Services to be performed hereunder by the Contractor pursuant to this Agreement shall be __________________, its Owner, or such other qualified person designated by the Contractor in writing and approved by the City. _______________ the City’s Director of the Department of Public Facilities t, or their designated representative (hereinafter, the “Director”), will oversee the performance of the required Services under this Agreement on behalf of the City.

1.02. A. The City intends to secure the personal services of the Contractor’s duly authorized and competent employees, acceptable to the City. Failure of the Contractor for any reason to make such employees available to the extent necessary to complete the required Services in compliance with this Agreement in a reasonably skillful, professional, and prompt manner shall be cause for termination of this Agreement. All persons engaged in the Services required under this Agreement shall be properly authorized, licensed, and permitted under Connecticut law to perform such

Services. For purposes of this Agreement, “subcontractor” does not include manufacturers, fabricators, or material suppliers that do not perform on-site labor or install materials; such vendors may be used without prior written approval, provided they comply with all applicable specifications and certifications. All Contractors must be licensed by the Connecticut Department of Motor Vehicles and shall have been engaged in the auto repair business for a minimum of two

(2) years as of the date of bid submission.

B. Unless disclosed in the Contractor’s Bid, the Contractor shall not subcontract any of the Services to be performed by it under this Agreement without the express, prior written approval of the Director. For purposes of this Agreement, the term “subcontractor” shall mean an entity performing on-site construction labor or installation services. The term shall not include material suppliers, manufacturers, testing laboratories, or equipment rental vendors that do not perform on-site labor.

C. In the event that the City approves of the hiring of subcontractors or subconsultants to perform a portion or all the required Services, the Contractor shall cooperate as fully as possible with the City in the interests of the Services; shall be fully responsible to the City for the acts and omissions of its subcontractors and subconsultants as it is for the acts and omissions of its direct employees; and shall require each subcontractor to agree in writing to observe and be bound by all obligations and conditions of this Agreement to which the Contractor is bound.

Article 2. Scope of Services

2.01. A. The general scope of the Services contemplated to be performed by the Contractor under this Agreement (the “Scope of Services”) are outlined in the Bid Solicitation, as supplemented on a project-by-project basis as set forth herein.

B. The Parties agree that the Contractor shall be available to perform the Services on an “on-call” or "as needed" basis throughout the Term of this Agreement, in accordance with the terms and conditions and for the consideration set forth herein.

1. Task Order: For each project for which this City, in its sole discretion, decides to utilize the qualified bidder list resulting from this Bid Solicitation, the City will solicit quotes from all selected Contractors and/or Contracting firms on the qualified bidder list through the City’s OpenGov System or such other platform as the City may utilize during the Term. The

City will award the task to the lowest responsive and responsible bidder, thereby directing the

Contractor to perform under this Agreement (“Task Order”). A Task Order in the format attached hereto as Exhibit 4 shall be issued by the Director. Said Task Order shall not be effective until signed by the Parties in the following order: by the Contractor’s duly authorized representative then the City’s. Each Task Order shall (1) set forth a general project description and a project specific scope of services (the “Project Services” and General Services herein referred to collectively as the “Services”); (2) a schedule for commencement and completion of the Services, including major milestones, and an itemized schedule of values of the Service; (3) the total not to exceed lump sum compensation payable under the Task Order inclusive of reimbursable expenses, if any; (4) any Special Conditions and (5) any other modifications necessitated by the work. Any such executed Task Order shall become an amendment to this Agreement and incorporated herein by reference. The City neither represents, nor guarantees that Contractor will be hired for any particular Task nor that Contractor will be entitled to earn any minimum or maximum compensation under this Agreement. Moreover, the City reserves to itself the right to utilize

Vendors not included on the qualified bidder list for any particular Task or Project. The City makes no representation or guarantee regarding any minimum number of Task Orders, minimum quantities, or minimum compensation under this Agreement. In the event of any conflict among the Master Agreement, its Exhibits, and a duly executed Task Order, the Task Order shall control with respect to the project-specific scope of services, schedule/milestones, schedule of values, measurement, and pricing for that Task Order. The Master Agreement shall control for all other matters.

2. Governing Documents. For each project for which a Task Order is issued by the Director pursuant to Section 2.01B1 of this Agreement, this Agreement as supplemented and modified by the Task Order shall govern the respective rights and obligations of the Parties hereto with respect to said project.

C. The Contractor shall not commence performance of any Services, nor shall it incur any charges in connection therewith, until such time as it receives written authorization from the

Director for the associated Task Order. Upon receipt of such notice to proceed, the Contractor shall immediately commence and diligently perform the Services upon the schedules designated by the

Director.

D. The City may, from time to time, request changes in the Services under a Task

Order to be performed by the Contractor pursuant to this Agreement. Any such change, including any increase or decrease in the Services to be performed and the corresponding amount of compensation to be paid therefor shall be mutually agreed upon by and between the City and the

Contractor, and shall be incorporated in a written amendment to said Task Order signed by both

Parties.

E. Labor Time Standard. For all repair work performed under this Agreement, allowable labor time shall be determined using the Ron Turley Associates labor time system utilized by the

City’s Municipal Garage, or such equivalent system as the City may designate in writing. The

Contractor shall base all quotations, Task Order pricing, and invoices on such standard labor times where available. In instances where no standard labor time is available, labor time shall be subject to review and approval by the Director.

F. Written Estimates Required. Prior to commencement of any Services, the Contractor shall provide a written estimate to the City identifying (i) the specific repairs, (ii) the applicable labor time, (iii) labor cost, (iv) parts required, and (v) total estimated cost. No work shall proceed without written approval consistent with Section 2.01(C)

2.02. The Contractor covenants and agrees that it will perform its Services under each Task

Order issued under this Agreement in accordance with the generally prevailing standards of care and practices of its profession. The Contractor assumes full and complete responsibility for the accuracy of all products of its Services and that of any subconsultants utilized under a Task Order.

The Contractor shall also be responsible for verifying the accuracy of all information and documents provided to it by the City upon which it may rely upon in performing its Services under a Task Order.

A. Parts Pricing. Replacement parts shall be billed at the Contractor’s documented cost plus the fixed percentage markup submitted in the Contractor’s Bid and incorporated into Exhibit

3. The Contractor shall, upon request, provide documentation of vendor cost for any parts supplied.

B. Materials and Quality. All parts and materials used shall meet or exceed manufacturer specifications and recommendations for the specific vehicle being repaired.

C. Inspection of Parts. The Contractor shall retain all parts removed and replaced during the repair process for inspection by the City or using agency. Such parts shall not be disposed of without prior authorization from the City.

D. Travel and Mileage. No travel time, mileage, or transportation-related charges shall be billable under this Agreement. Labor charges shall be limited solely to actual repair time performed.

2.03. In performing the Services under any Task Order issued pursuant to this Agreement, all documents submitted by the Contractor, if any, in connection with said Services shall conform to all applicable provisions of Federal, State and local laws and regulations.

2.04. In performing the Services under a Task Order issued pursuant to this Agreement, the

Contractor shall meet with staff representatives of the City as often as reasonably necessary and shall also be available upon request to meet and consult with members and staff of various departments of the City, and with other persons or entities, including Federal and/or State officials.

2.05. Unless otherwise specified in the Agreement, all written materials required to be submitted under this Agreement shall be submitted in one (1) hard copy.

A. All of the materials prepared by the Contractor under a Task Order issued pursuant to this Agreement, including any partially completed documents, shall be the sole and exclusive property of the City. The Contractor shall label all drawings and documents accordingly. The City shall use materials prepared by the Contractor under said Task Order solely for the purpose of the projects for which the Contractor has been engaged pursuant to this Agreement. The Contractor, only upon prior written approval by the City, may publish materials prepared under a Task Order.

Notwithstanding the foregoing or anything in this Agreement to the contrary, the City acknowledges that the drawings and data developed in the performance of this Agreement are not intended or represented to be suitable for use or reuse by the City or others on any other project without written verification or adaptation by the Contractor.

2.06. The Contractor shall maintain and shall require each of its subcontractors and suppliers to maintain, accurate and complete Records. As used in this section, “Records” means all (i) labor hours worked by Contractor’s employee in performing the Service under a Task Order issued pursuant to this Agreement; (ii) correspondence, submittals, reports, transmittals, logs, notes, summaries, meeting minutes, drawings, specifications, results, estimates, requirements, and any other written documentation or information generated, received, kept or stored by the Contractor in the course of or related to the performance of any Task Order issued pursuant to this Agreement;

and (iii) any other records required to be maintained pursuant to Exhibit 1 of Agreement, including

Section 2.5 thereof. Said Records shall be organized, maintained and secured by the Contractor, and made available to the City in ordinary course of performance, in accordance with the requirements of Section 2.5 of Exhibit 1. The Contractor shall make all of its Records concerning the aforementioned Services available at all reasonable hours for audit and inspection by the City, and its agents. The City shall make all requests for any audit or inspection in writing and shall provide the Contractor with reasonable advance notice which in no event shall exceed ten (10) business days prior to the requested audit. The Contractor shall keep and preserve or cause to be kept and preserved all of its and it subcontractor and suppliers Records until the latter of: (1) one year after the expiration or earlier termination of this Agreement, as the same may be modified for any reason (the

“Agreement Retention Period”); or (2) with respect to Records concerning a specific Task Order, (i) six (6) years, or (ii) the Agreement Retention Period, whichever occurs latter (the “Task Order

Retention Period”). The Agreement Retention Period and Task Order Retention Period collectively referred to herein as the “Record Retention Period.” If any litigation, claim or audit, directly or indirectly pertaining to the Services or the projects which said Services are being performed pursuant to this Agreement (including any Task Order issued hereunder) is started before the expiration of the Record Retention Period, the Records shall be retained until all litigation, claims or audit findings involving the records have been finally resolved. The City may request an audit or inspection at any time during this period. If any audit is started before the expiration of this period, the Contractor shall retain or cause to be retained all Records until all audit findings have been resolved. The Contractor shall cooperate fully with the City in connection with an audit under this

Section. To the extent the General Conditions specify any shorter record retention period, the retention periods stated in this Section 2.06 shall control and supersede. The Contractor shall maintain and make available all Records for the applicable Retention Periods stated herein.

2.07. <<Intentionally Omitted>>

2.08. The applicability of Connecticut prevailing wage requirements to any Task Order shall be determined by the scope and dollar value of that Task Order in accordance with Connecticut

General Statutes and the wage rate schedules issued by the State Labor Commissioner. Where applicable, the City will attach the current wage rate schedule to the Task Order, and the Contractor shall comply therewith.

2.09. The Contractor shall comply with all safety and health requirements applicable to the

Work, including the General Conditions §107-05, OSHA, and the State of Connecticut

Construction Safety Code. The Director may suspend Work under §105-01 of the General

Conditions where safety compliance is deficient.

2.10 The City shall have the right to audit Contractor invoices, including verification of parts costs and applicable markup percentages, upon reasonable notice.

Article 3. City’s Responsibilities

3.01. The City shall provide the Contractor with information in its possession regarding requirements for the Services and shall use commercially reasonable efforts to obtain such other information as may be requested by the Contractor to perform the Services required under a Task

Order issued pursuant to this Agreement. If necessary, the City shall assist the Contractor in obtaining any other information necessary for the Contractor to perform said Services. However, the City shall not be responsible for and shall not warrant the accuracy or content of any of the information or data set forth in the documents that it provides or assists the Contractor in obtaining.

The Contractor expressly agrees that it shall make no claim against the City for any alleged damages arising out of the information or data provided or obtained by the City. The Contractor shall be responsible at its own expense to make all reasonable and necessary field inspections and to perform such other tasks needed to verify all information provided or obtained by the City.

Article 4. Time Provisions

4.01. This Agreement shall commence upon the Effective Date and continue for a period of two

(2) years therefrom (the “Initial Term”). The City shall have the option to extend the Agreement for up to one (1) additional year (“Option/Extension Period”) on the same terms and conditions as the Initial Term by providing written notice thereof. The Initial Term and Extension Period are collectively referred to herein as the “Term.”

4.02. Notwithstanding the above, this Agreement shall remain in effect until all outstanding

Task Orders issued prior to the end of the Term are complete, unless earlier terminated by either

Party pursuant to the terms of this Agreement.

Article 5. Compensation

5.01. Compensation. The City shall compensate the Contractor for the satisfactory performance of Services under each Task Order based on the fixed Unit Prices set forth in

Exhibit 3 (Bid Prices) as established by the Invitation to Bid (Exhibit 1) and accepted by the

Contractor. Compensation for each Task Order shall be calculated by multiplying the applicable unit price(s) by the actual quantities of authorized, performed, measured, and accepted work.

Each Task Order shall state a Not-to-Exceed amount. No payment shall be made in excess of such amount without a written amendment signed by the Director. The City makes no guarantee as to minimum or maximum quantities of work under this Agreement.

Notwithstanding the foregoing, the Unit Prices established in Exhibit 3 are intended to reflect (i) hourly labor rates applied to standard labor times as described in Section 2.01(E), and

(ii) parts pricing calculated as a percentage markup over Contractor cost, as set forth in the

Contractor’s Bid. Exhibit 3 shall be interpreted consistent with the pricing structure required by the Bid Information Sheet.

5.02. Payment Terms. For Services performed under a Task Order, the City shall pay the

Contractor based on a monthly itemized invoice that sets forth approved quantities of completed work multiplied by the applicable Unit Prices set forth in Exhibit 3. The City may, prior to making any payment under this Section, require the Contractor to submit such additional information as is reasonably requested. The City shall make payment within forty-five (45) days of receipt of the invoice and confirmation of its accuracy. Acceptance by the Contractor of final payment for the

Services performed under a Task Order issued pursuant to this Agreement shall constitute a full and complete release of the City, its officers and agents, of all claims, demands and liabilities to the Contractor related to said Task Order.

The Contractor acknowledges that the City operates on a fiscal budget cycle pursuant the requirements and limitation of its Charter. The Contractor shall not be entitled to be compensated for any billable hours worked within the City’s fiscal year which ends on July 1st of each year unless the invoice for said billable hours is received by the City no later than June 30 immediately following the end of the applicable fiscal year.

5.03. Unauthorized Charges. The Contractor expressly understands and agrees that the City shall not be liable for the payment of any Services or other work performed by the Contractor, its subcontractors and consultants based upon unauthorized representations of or directions from officers, agents or employees of the City other than the Director which exceed the Budget for this Project (“Unauthorized Charges”) unless the Contractor submits in writing to the City within thirty (30) days of rendering Services or other work that is not authorized or that may exceed the Budget a request for approval of such Unauthorized Charges. Unauthorized Charges that are not brought to the City’s attention within such 30-day period will not be honored and payment therefore will be deemed waived by the Contractor, its subcontractors and consultants.

Nothing contained herein shall oblige the City for payment of Unauthorized Charges.

5.04. Non-Appropriation. The Parties hereto understand that the City is dependent upon receiving annual appropriations or budgeted funds for each Fiscal Year (Fiscal Year = July 1 through June 30 each year) and to continue this Agreement throughout its Term.

Notwithstanding provisions to the contrary, the City may terminate this Agreement at the end of any Fiscal Year if sufficient appropriations or budgeted funds are not available to pay the annual compensation totals stated herein, by giving thirty (30) days written notice that the necessary funding has been denied.

5.05 Independent Contractor; Contractor Responsibility for Certain Payments. Contractor is an Independent Contractor under this Agreement. Contractor shall be responsible for, and shall indemnify and hold harmless the City, from and against all liability for the withholding and payment of all Federal, state and local personal income, wage, earnings, occupation, social security, worker's compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements (under ERISA, state law or otherwise) now existing or hereafter enacted and attributable to the Contractor, its employees, subcontractors and consultants and their respective employees.

Article 6. Insurance

6.01. The Contractor agrees to obtain at its own cost and expense all insurance required by the

Insurance Rider, a copy of which is annexed hereto and incorporated herein as Exhibit 4 and to keep the same in continuous effect for a period of three (3) years following expiration or termination of this Agreement pursuant to Article 4. Before commencing the Services under any

Task Order, the Contractor shall furnish to the City’s Office of the City Attorney a certificate of insurance, and shall thereafter provide renewal certificates, as appropriate, evidencing such coverage written by a company or companies acceptable to the City. Each insurance certificate shall be endorsed to name the City of Bridgeport as an additional insured party on a primary and noncontributory basis (except for professional liability and worker’s compensation coverage) and shall provide that the insurance company providing coverage shall notify the City by certified mail at least thirty (30) days prior to the effective termination of or any change in the policy or policies providing coverage. No change in the coverage provided hereunder shall be made without the prior written approval of the City.

All insurance shall be purchased and maintained at no cost or expense to the City and the

Contractor shall be responsible for the full amount of any deductible.

6.02 Insurance Hierarchy; Exclusive Control of Exhibit 4.

Notwithstanding anything to the contrary contained in the City of Bridgeport General Conditions

(Rev. January 7, 2025), Section 107-06, or elsewhere in the Contract Documents, the insurance requirements set forth in Exhibit 4 (Insurance Rider) shall exclusively govern the insurance obligations of the Contractor for this Agreement and for all Task Orders issued hereunder, including but not limited to coverage types, limits, endorsements, notice provisions, and tail coverage. In the event of any inconsistency or conflict, Exhibit 3 shall control.

Article 7. Indemnification

7.01. The Contractor shall and hereby does indemnify, defend, and hold harmless the City, and its elected officials, directors, officers, employees, servants, representatives and agents

(collectively referred to as the “Indemnitees”), from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, costs or damages in any way relating to the negligent, willful or wanton actions or omissions of the Contractor, or its agents, servants, representatives employees, and subcontractors (collectively referred to as the “Indemnitors”), in connection with or incident to their performance under or related to this Agreement, including any Task Order issued pursuant to this Agreement. The provisions of this section shall survive the expiration or early termination of this Agreement; shall be separate and independent of any other provision or requirement of this Agreement; and shall not be limited by reason of any insurance coverage provided.

The Contractor’s duties under this section shall remain fully in effect and binding in accordance with the terms and conditions of this Agreement and any extension thereof, without being lessened or compromised in any way, even where the Indemnitors are alleged or found to have merely contributed in part to the actions or omissions giving rise to the claims and/or where the

Indemnitees are alleged or are found to have contributed to the actions or omissions giving rise to the claims but then only to the extent of their respective liability.

Nothing in this provision, or elsewhere in this Agreement, shall be deemed to relieve the

Contractor of its duty to defend the Indemnitees, as specified in this Agreement, pending a determination of the respective liabilities of the Parties by legal proceeding or agreement.

In furtherance of but not in limitation to the indemnity provisions in this Agreement, the Contractor hereby expressly and specifically agrees that its obligation to indemnify, defend and save harmless the Indemnitees as provided in this Agreement shall not in any way be affected or diminished by any statutory or constitutional immunity it enjoys from suits by its own employees or from limitations of liability or recovery under workers' compensation laws.

Article 8. General Provisions

8.01. The City may at any time, and for any reason, direct the suspension of the Services contemplated under any Task Order issued pursuant to this Agreement for a period of time by written notice specifying the suspension date, which shall not be less than thirty (30) days prior to the effective date of such suspension. The Services shall be resumed on the dates specified in such direction, or upon such other date as the City may thereafter specify in writing. The time to complete a Task Order shall be extended by a number equal to the period during which the applicable Services were suspended under this Article shall not give rise to any claim against the

City.

8.02. The City may at any time and for any reason terminate this Agreement, including any Task

Order issued pursuant to this Agreement, for convenience by written notice specifying the termination date, which shall be not less than seven (7) days from the date such notice is given. In the event of such termination, applicable Services shall be paid for in such amount as shall compensate the Contractor for the portion of the Services satisfactorily performed prior to termination. Such compensation shall not however, include unabsorbed home office overhead or lost profits. The Contractor’s compensation upon a termination for convenience shall be fixed by the City after consultation with the Contractor, and shall be subject to audit by the City.

Termination under this section shall not give rise to any claim against the City for damages or for compensation in addition to that provided hereunder.

Termination of the Master Agreement shall be governed by Article 8 of this Agreement.

Termination or suspension of a specific Task Order shall be governed by this Article 8 together with the applicable provisions of the General Conditions (§103-03 and §105-07), to the extent not inconsistent with the Master Agreement.

8.03. In the event the Director determines that (i) there has been a material breach by the

Contractor of any of the terms of the Agreement, including any Task Order issued pursuant to this

Agreement, or (ii) that the Contractor refuses or has failed to perform the required Services under a Task Order issued pursuant to this Agreement or any part thereof in a timely, professional and diligent manner as will ensure its completion in accordance with the requirements hereof, the City has the right, power and authority to terminate the applicable Task Order for cause upon providing the Contractor three (3) days written notice. By the terms of this Agreement, the City may, but is not obligated to, provide the Contractor with a reasonable opportunity to cure the breach before the termination becomes effective. In the event the City terminates the Agreement for cause, the

Contractor shall be obligated to pay the City for any losses, damages, costs and expenses sustained or incurred thereby.

For the purpose of completing the Services, the City may take possession of and use or cause to be used any and all documents, plans and specifications or other items that may have been used or drawn up in connection with the performance of this Agreement, including any Task Order issued pursuant to this Agreement. This right is in addition to any other right or remedy the City may otherwise have.

In the event of a termination for cause, all costs, expenses, losses, damages and any and all other charges incurred by the City under a Task Order issued pursuant to this Agreement shall be charged to the Contractor and deducted and/or paid by the City out of any monies due or payable or to become due or payable to the Contractor under said Task Order and/or other Task Orders issued pursuant to this Agreement. If any such costs exceed the sum due or to become due to the

Contractor, then, upon demand, the Contractor shall pay the excess amount to the City. In computing the amounts chargeable to the Contractor, the City shall not be held to a basis of the lowest prices for which the completion of the Services or any part thereof, but it shall charge to the Contractor, and the Contractor shall be liable for, all sums actually paid and expenses actually incurred in affecting prompt completion of the Services subject to the Task Order. The City’s rights described herein are in addition to any other rights and remedies provided by law.

Termination under this section shall not give rise to any claim against the City for damages or compensation in addition to that provided hereunder.

8.04. When the City shall have reasonable grounds for believing that:

A. The Contractor will be unable to perform the Services required under a Task Order issued pursuant to this Agreement fully, professionally, and satisfactorily within the time fixed for performance; or

B. A meritorious claim exists or will exist against the Contractor or the City arising out of the negligent, willful or wanton acts, errors or omissions of the Contractor, its agents, servants or employees, or the Contractor’s breach of any provision of this Agreement, including any Task Order issued pursuant thereto, then the City may withhold payment of any amount otherwise due and payable to the Contractor hereunder. Any amount so withheld may be retained by the City for such period as it may deem advisable to protect the City against any loss and may, after written notice to the Contractor, be applied in satisfaction of any claim herein described. This provision is intended solely for the benefit of the City, and no person shall have any right against the City or claim against the City by reason of the City’s failure or refusal to withhold monies. No interest shall be payable by the City on any amounts withheld under this provision. This provision is not intended to limit or in any way prejudice any other right of the City.

8.05. Contractor shall not assert any claim arising out of any act or omission by any agent, officer or employee of the City in the execution or performance of this Agreement (including any Task

Order issued pursuant thereto) against any such agent, officer or employee individually. Such claims may be made against the City.

8.06. No member of the governing body of the City, and no other officer, employee, or agent of the City shall have any personal interest, direct or indirect, in this Agreement (including any Task

Order issued pursuant thereto), except as permitted by the Code of Ethics of the City of Bridgeport.

The Contractor covenants that no person having any such interest shall be employed in the performance of this Agreement (including any Task Order issued pursuant thereto).

8.07. This Agreement (including any Task Order issued pursuant thereto) shall be construed in accordance with the laws of the State of Connecticut, and any action at law in connection herewith shall be brought in the Superior Court of the State of Connecticut, Judicial District of Fairfield at

Bridgeport.

8.08. The Contractor shall commit no trespass on any private property in performing any of the

Services required by this Agreement (including any Task Order issued pursuant thereto).

8.09. During the performance of this Agreement (including any Task Order issued pursuant thereto), the Contractor agrees not to discriminate nor to permit any discrimination against any employee or applicant for employment because of race, color, religion, age, sex, gender identity or expression, marital status, national origin, sexual orientation, ancestry, present or past history of mental disability, intellectual disability, learning disability, physical disability including, but not limited to blindness, unless it is shown that the disability or characteristic prevents proper performance of the work involved.

8.10. This Agreement (specifically including any schedules, addenda, riders and exhibits) and each Task Order issued pursuant thereto, as applicable, incorporates all understandings of the

Parties and supersedes any and all agreements, negotiations, commitments and writings reached by the Parties prior to the execution of this Agreement, whether oral or written. If any schedule, addenda, rider, or exhibit conflicts with any other provision of the Agreement, such conflict shall be resolved by adopting the provision that imposes the greater obligation upon the Contractor.

8.11. Each and every provision and clause required by law to be inserted in this Agreement

(including any Task Order issued pursuant thereto) shall be deemed to be inserted in said

Agreement and Task Order, and the Agreement and Task Order shall be read and enforced as though such provisions and clauses were included herein. If, through mistake or otherwise, any such provision is not inserted or is not correctly inserted, then, upon the written consent of the

Parties, this Agreement shall forthwith be amended to make such insertion.

8.12. The City and the Contractor each binds itself and its successors and assigns to the other

Party and to such Party's successors and assigns with respect to all covenants of this Agreement

(including any Task Order issued pursuant thereto). The Contractor shall not assign or transfer any interest in this Agreement (including any Task Order issued pursuant thereto) without the prior written approval of the City.

8.13. If any provision of this Agreement (including any Task Order issued pursuant thereto) is held invalid, the balance of the provisions of this Agreement and said Task Order shall not be affected thereby if such provisions of this Agreement and Task Order would then continue to conform to the requirements of applicable laws. The remaining provisions shall thereupon continue in full force and effect.

8.14. The Contractor covenants that it shall have no interest in the projects which are the subject matter of this Agreement and will not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and duties hereunder, including any

Task Order issued pursuant thereto. The Contractor further covenants that, in the performance of this Agreement (including any Task Order issued pursuant thereto0, no person having any such interest shall be employed by it.

The Contractor represents and warrants that it has not employed or retained any person, other than a bona fide full time salaried employee working solely for the Contractor to solicit or secure this

Agreement, and that it has not paid or agreed to pay any person (other than payments of fixed salary to a bona fide full time salaried employee working solely for the Contractor) any fee, commission, percentage, gift or other consideration, contingent upon or resulting from the award or making of this Agreement. The Contractor represents that no person or persons not named in the Contractor’s qualification and proposal, have any financial or personal interest in the

Contractor’s performance hereunder. The Contractor shall be deemed to affirm the representation herein with respect to each Task Order upon the Contractor’s execution thereof.

For the breach or violation of this provision, without limiting any other rights or remedies to which the City may be entitled or any civil or criminal penalty to which any violator may be liable, the

City shall have the right, in its discretion, to terminate this Agreement without liability, and to deduct from the payments to be made pursuant to this Agreement, or otherwise to recover the full amount of such fee, commission, percentage, gift or consideration.

8.15. All notices of any nature referred to in this Agreement shall be in writing and sent by registered or certified mail, postage prepaid, to the respective addresses set forth below or to such other addresses as the respective Parties hereto may designate in writing:

To the City: Department of Public Facilities

999 Broad Street

Bridgeport, CT 06604

With a copy to: Office of the City Attorney

999 Broad Street

Bridgeport, CT 06604

To the Contractor: At the address set forth above.

8.16. The Contractor represents to the City as follows:

A. That it has, and has exercised, the required corporate power and authority and has complied with all applicable legal requirements necessary to adopt, execute and deliver this

Agreement and to assume the responsibilities and obligations created hereunder on behalf of the

Contractor; and

B. That this Agreement is duly executed and delivered by a duly authorized representative, in accordance with such duly authorized representative's powers to bind the

Contractor hereunder, and constitutes a valid and binding obligation enforceable in accordance with its terms, conditions and provisions.

8.17. Each party acknowledges that this is the entire agreement and that there are no prior or contemporaneous oral promises, undertakings or agreements in connection with this Agreement that are not contained herein. This Agreement may be modified only by a written agreement signed by all parties hereto. All previous negotiations and agreements between the parties hereto, with respect to the transactions set forth herein, are merged into this instrument and the documents or other materials referenced herein. This Agreement and any additions, such as the

Task Orders or amendments hereto, fully and completely express the parties' rights and obligations.

8.18. The City's hiring practices strive to comply with all applicable federal regulations regarding employment eligibility and employment practices. Thus, all individuals and entities seeking to do work for the City are expected to comply with all applicable laws, governmental requirements and regulations, including the regulations of the United States Department of Justice pertaining to employment eligibility and employment practices. The City reserves the right at its discretion, but does not assume the obligation to require proof of valid citizenship or, in the alternative, proof of a valid green card for each person employed in the performance of Services for the City. By reserving this right the City does not assume any obligation or responsibility to enforce or ensure compliance with the applicable laws and/or regulations.

8.19. The Contractor shall comply with all applicable federal, state or local statutes, regulations, ordinances, rules and other laws in the performance of this Agreement, including any Task Order issued pursuant thereto.

8.20. This Agreement may be executed and delivered electronically, or via facsimile or electronic mail by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered via facsimile or electronically as if the original had been received.

8.21. By signing this Agreement the Contractor hereby certifies to the City of Bridgeport that it is in compliance with all applicable regulations and laws governing employment practices.

8.22. Each party to this Agreement submits to the exclusive jurisdiction of the state and federal courts of Connecticut for the purposes of any proceeding arising out of or based upon this

Agreement. This Agreement shall be governed by and construed under the laws of the State of

Connecticut.

8.23 Consistency with Bid Documents. This Agreement, including all Task Orders, shall be interpreted in a manner consistent with the Invitation to Bid and Bid Information Sheet (Exhibit

1). In the event of any inconsistency relating to pricing methodology, labor standards, parts pricing, or operational requirements, the provisions of the Bid Information Sheet shall control unless expressly modified in writing by the City.

[INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.

CITY OF BRIDGEPORT

By: _________________________

Duly Authorized

Date:____________________

By: ______________________________

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

By:______________________________

James T. Maye

CITY OF BRIDGEPORT

UNIT PRICE COMPENSATION RIDER

(For On-Call Agreement – Auto Repair Services)

This Rider amends and supplements the On-Call Agreement – auto repair services dated __, 2026 (the "Agreement") between the City of Bridgeport (the "City") and __ (the "Contractor").

1. Compensation Basis. Notwithstanding any contrary provision in the Agreement, compensation for Services under any Task Order shall be based solely on the fixed Unit Prices set forth in Exhibit 3 (Bid Prices), as established by the Invitation to Bid (Exhibit 1) and accepted by the Contractor. Payment shall be the product of the applicable unit price and the

City-approved final quantity.

2. Task Order Not-to-Exceed (NTE). Each Task Order shall state a Not-to-Exceed amount. No payment or obligation shall exceed the NTE without a written amendment signed by the Director.

3. Measurement & Schedule of Values. Final quantities shall be measured in the field and approved by the Director. Each Task Order shall attach a Schedule of Values listing bid items, units, estimated quantities, unit prices, and extended amounts against the NTE.

4. Invoicing; Documentation. Monthly invoices shall list bid items, units, quantities installed in the billing period, unit prices, extended amounts, and cumulative totals. Invoices shall be supported by measurements, tickets, and inspection approvals required by the City.

5. Labor Billing Basis. Labor shall be compensated based on the Contractor’s hourly rate as set forth in Exhibit 3, multiplied by the applicable standard labor time determined pursuant to

Section 2.01(E). Direct hourly billing without reference to standard labor time is not permitted unless expressly approved by the Director.

6. Order of Precedence. In the event of a conflict concerning compensation or measurement, this Rider shall control over the body of the Agreement and the Task Order form. The Agreement otherwise remains in full force and effect.

7. Sections 109-01 through 109-15 of the City of Bridgeport General Conditions shall apply to

Task Orders issued under this Agreement only to the extent they are not inconsistent with unit price compensation and the Not-to-Exceed amount established for each Task Order. Any retainage applied shall be calculated and withheld at the Task Order level based upon approved measured quantities.

ACCEPTED AND AGREED TO:

CITY OF BRIDGEPORT

By: _____________________________

By: ______________________________

EXHIBIT 1

INVITATION TO BID

EXHIBIT 2

PROPOSAL

EXHIBIT 3

BID PRICES

EXHIBIT 4

INSURANCE RIDER

The Contractor shall provide and maintain insurance coverage related to its services in connection with the Project in compliance with the following requirements.

The insurance required shall be written for not less than the scope and limits of insurance specified hereunder, or required by applicable federal, state and/or municipal law, regulation or requirement, whichever coverage requirement is greater. It is agreed and understood that the scope and limits of insurance specified hereunder are minimum requirements and shall in no way limit or preclude the City from requiring additional limits and coverage to be provided under the Contractor's policies.

The insurance obligations under this agreement shall be (1) all the insurance coverage and/or limits carried by or available to the Contractor; or (2) the minimum insurance coverage requirements and/or limits shown in this agreement, whichever is greater.

Minimum Scope and Limits of Insurance:

Workers' Compensation Insurance: With respect to all operations the Contractor performs, it shall carry Workers' Compensation Insurance in accordance with the requirements of the laws of the State of Connecticut, and Employer's Liability limits of One Hundred Thousand Dollars ($100,000) coverage for each accident, One Hundred Thousand Dollars ($100,000) coverage for each employee by disease, Five Hundred Thousand ($500,000) policy limit coverage for disease.

Commercial General Liability: With respect to all operations the Contractor performs it shall carry Commercial General Liability insurance providing for a total limit of Two Million Dollars ($2,000,000) coverage per Occurrence for all damages arising out of bodily injury, personal injury, property damage, products/completed operations, and contractual liability coverage for the indemnification obligations arising under this Agreement. The Annual Aggregate limit shall not be less than Four Million Dollars ($4,000,000).

If any excavation work is included in the scope of Services, it is understood and agreed that Contractor’s liability policy shall not contain an exclusion for XCU (Explosion, Collapse and Underground Coverage).

Automobile Liability: With respect to each owned, non-owned, or hired vehicles the Contractor shall carry Automobile Liability insurance providing Two Million Dollars ($2,000,000) coverage per accident for bodily injury and property damage.

Umbrella/Excess Liability: The Contractor shall carry Umbrella or Excess Liability Insurance providing for a total limit of Five Million Dollars ($5,000,000) coverage per occurrence for all damages arising out of bodily injury, personal injury, property damage, products/completed operations, and contractual liability coverage for the indemnification obligations arising under this Agreement. The annual aggregate limit shall not be less than Five Million Dollars ($5,000,000).

With respect to all operations the Contractor performs, the insurance limits required can be provided with a combination of Umbrella or Excess Liability insurance that would “follow form” of the underlying required terms and conditions.

"Tail" Coverage: If any of the required liability insurance is on a "claims made" basis, "tail" coverage will be required at the completion of the Project for a duration of seven

(7) years, or the maximum time period reasonably available in the marketplace.

Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage, provided its retroactive date is on or before the effective date of this Agreement. If continuous "claims made" coverage is used, Contractor shall be required to keep the coverage in effect for a duration of not less than seven (7) years following acceptance of the work by the City.

Acceptability of Insurers: The Contractor's policies shall be written by insurance companies licensed to do business in the State of…