CONTRACT_BOE_TRASH-RECYCLE_2025_DRAFT.pdf

4898-6298-7088, v. 8

CONTRACT TO BE EXECUTED WILL BE IN A FORM SUBSTANTIALLY SIMILAR

TO THIS AND MODIFICATIONS, IF ANY, SHALL AT THE BOE/CITY’S SOLE

DISCRETION

AGREEMENT

BY AND BETWEEN

CITY OF BRIDGEPORT BOARD OF EDUCATION

AND

FOR

SOLID WASTE AND RECYCLING COLLECTION SERVICES

RFP #BNB

THIS AGREEMENT is made and entered into this ______th day of _____, 202__ (the

“Effective Date”), by and between the CITY OF BRIDGEPORT BOARD OF EDUCATION (the “BOE,” “City” or “BOE/City”), and _____________________, a ___________________, organized and existing under the laws of the ______________ and registered to do business in the State of Connecticut, with a principal place of business located at _______________________________ (hereinafter, the “Contractor”). The City and Contractor hereinafter referred to collectively as the “Parties” and individually as the “Party.”

RECITALS

WHEREAS, the BOE is in need of certain Solid Waste and Recycling Collection and

Transfer for its City school locations;

WHEREAS, the BOE published a solicitation requesting bid proposals for the aforementioned collection services dated _____________ (the, “Bid Solicitation”) and Addendum No. 1 ___________________ (“Addendum No. 1”) and Addendum No. 2 ________________ (“Addendum No. 2” together with Addendum No. 1 and the Bid Solicitation referred to collectively herein as the, “RFP”);

WHEREAS, in response to the City’s RFP, the Contractor submitted a Proposal dated

__________________ (the, “Proposal”);

WHEREAS, the BOE desires to retain the Services of the Contractor based on the

Contractor’s representations in its Proposal that it is qualified and capable of performing the needed Services in a professional and timely manner and in accordance with the goals and requirements of the BOE;

WHEREAS, Contractor has agreed to perform the Services described herein for the compensation and in compliance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

Article 1

RECITALS

1.0. Recitals: The recitals set forth above are incorporated herein and made part of this Agreement.

Article 2

DEFINITIONS

Except as otherwise defined in this Agreement, the Capitalize words and phrases used in this Agreement shall have the meaning set forth in this Section.

2.1 “Agreement” means this agreement between the City and the Contractor including all schedules and exhibits attached hereto.

2.2 “Applicable Law” means, with respect to any Person, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, Governmental Approval, consent or requirement of any Governmental Authority having jurisdiction over such Person or its property, enforceable at law or in equity, including the interpretation and administration thereof by such Governmental Authority.

2.3 “Applicable Service Area” means:

(i) The applicable Service Area is the schools identified in the list as Exhibit _________ and in the RFP, including not necessarily limited to 42 locations consisting of 29 elementary schools, 1 Annex, and 7 high schools.

2.4 “Applicable Service Schedule” means:

(i) For Garbage, three (3) times per week Mondays through Fridays and for Recycling one (1) time per week on Fridays only pursuant to the schedule agreed to by the parties and attached hereto as Exhibit ____.

2.5 “Approval” or “Approved” means the approval of the City acting herein by its Administrator, which such approval may be withheld by the Administrator in their sole and absolute discretion unless otherwise expressly stipulated to within this Agreement.

2.6 “Bid Solicitation” shall mean the Request for Proposals a copy of which is attached hereto as Exhibit ____ and incorporated herein by reference.

2.7 “Bid Proposal” shall mean the Contractor’s Proposal, attached hereto as Exhibit

____ and incorporated herein by reference.

2.8 “BOE/City” shall have the meaning set forth in the introductory paragraph.

2.9 “Code” means the ordinances of the City of Bridgeport known and The Code of the City of Bridgeport.

2.10 “Collection Equipment” means the Collection Vehicles and other equipment and used by the Contractor for Collection of Garbage and Recyclables.

2.11 “Collection Vehicle” means the vehicles used by the Contractor for Collection of Garbage and Program Recyclables.

2.12 “Collection Service” or “Collection” means the process whereby Garbage and Program Recyclables are picked up from the Applicable Service Area and transported to the Designated Facilities for Processing.

2.13 “Commencement Date” means ______________, 202_, the day the Contractor shall commence performance of the Services under this Agreement except as otherwise set forth in the Agreement.

2.14 “Contractor” shall have the meaning set forth in the introductory paragraph.

2.15 “Contractor Party” or “Contractor Parties” means the Contractor’s officers, members, employees, agents, representatives, subcontractors, or material suppliers, or anyone directly or indirectly employed by any of them.

2.16 “Designated Facilities” means the facility or facilities designated to transport to and deliver for Processing of Garbage and of Recyclables.

2.17 “Effective Date” means the date on which this Agreement is last signed by a Party hereto which shall be the date first set on the cover page and first paragraph of this Agreement.

2.18 “Garbage” means unwanted or discarded materials of the kind normally collected or disposed of or caused to be collected or disposed of by or on behalf of a municipality through private or municipal collection and commercial, governmental or light industrial waste for which a municipality is required by state law to make provision for safe and sanitary disposal thereof excluding Bulky Waste, Recyclable Waste, Yard Waste and Special Handling Waste.

2.19 “Governmental Approval” means any approval, consent, franchise, permit, certificate, resolution, concession, license, or authorization issued by or on behalf of any applicable Governmental Authority.

2.120 “Governmental Authority” means any federal, state, regional, county, town, city, or municipal government, whether domestic or foreign, or any department, agency, bureau, or other administrative, regulatory or judicial body of any such government.

2.21 “Hazardous Waste” means any pathogenic, biological, cesspool or other human wastes, human and animal remains, radioactive, toxic and other hazardous wastes which, according to federal, state or local rules or regulations from time to time in effect, require special handling in their collection, treatment or disposal, including those regulated under 42 U.S.C.

§§ 6921, through 6925 and regulations thereunder adopted by the United States Environmental Protection Agency pursuant to the Resource Conservation and Recovery Act of 1976, 90 Stat 2806, 42 U.S.C. § 6901, such as cleaning fluids, crankcase oils, cutting oils, paints, acids, caustics, poisons, drugs, fine powdery earth used to filter cleaning fluid and refuse of similar nature

2.22 “Holiday” means a designated holiday on which the Contractor shall not be required to provide Collection Service.

2.23 “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm, or other entity, or a Governmental Authority.

2.24 “Processing” means the disposal of Recyclables at the Designated facility including and processing/tipping fee for processing by the Designated Facility (i.e. process by which a Designated Facility separates and prepares Program Recyclable into marketable commodities).

2.25 “Recyclables” means waste consisting of (i) items designated by the Connecticut

Commissioner of Energy and Environmental Protect as required to be recycled; (ii) items designated by the Administrator for mandatory recyclable pursuant to Chapter 94 of the Code

2.26 “Proposal” shall have the meaning set forth in the Recitals.

2.27 “RFP” shall have the meaning set forth in the Recitals.

2.28 “Services” shall have the meaning set forth in Section 4.

2.29 “Special Handling Waste” means:

(i) Hazardous Waste;

(ii) Dirt, concrete and other nonburnable construction material and demolition debris, such as, but not limited to, sheetrock, ceramic tile, asphalt shingles);

(iii) Large items of machinery and equipment, such as motor vehicles and major components thereof, agricultural equipment, trailers and marine vessels and any other item of waste exceeding six feet in any one of its dimensions or being in whole or in part of a solid mass, the solid mass portion of which has dimensions such that a sphere with a diameter of eight inches could be contained within such solid mass portion, including, in the context of deliveries to the disposal facility, bulky solid waste; and

(iv) Explosives, ordinance materials, oil, sludges, highly flammable substances, hazardous chemicals, tires and other materials, the acceptance of which, in the judgment of the Administrator, reasonably exercised, is likely to cause damage to or adversely affect the operation of the disposal facility, constitute a threat to health or safety or violate or cause the violation of any applicable federal, state or local law, regulation or judicial or administrative decision or order.

Article 3

ENGAGEMENT

3.1. Contractor Engagement. Based on the representations of the Contractor set out in its Proposal, the City retains the Contractor to, and the Contractor shall, perform the Services described herein in accordance with the terms and conditions and for the consideration set out in this Agreement.

3.2. Contract Administration.

3.2.1. For the BOE/City: The official representative in charge of administering this Agreement on behalf of the BOE shall be ________________, the BOE’s ________________, or such other person as may be designated from time to time (the, “Administrator”)

3.2.2. For the Contractor: The official representative in charge of administering this Agreement on behalf of the Contractor shall be ________________________, the Contractor’s _________________.

3.3. Contractual Relationship. The Parties understand and agree that the Contractor is engaged only for the purposes and to the limited extent set forth in this Agreement. The Contractor’s relationship to the BOE/City and any of its agencies shall, during the term of this Agreement, be that of an independent contractor. Neither the Contractor, nor any of its agents, employees or personnel shall be considered, under the provisions of this Agreement or for any purposes hereunder, as having an “employee” status or as being entitled to participate in any benefits accrued by or given to BOE/City employees, including, but not limited to, vacation, sick time, holiday, health insurance, Workers’ Compensation coverage and pension. The Contractor hereby expressly waives any claim to such benefits.

Article 4

SERVICES

4.1. Services to be Performed. Contractor shall perform the following services in connection with the Collection of Garbage and Recyclables (collectively, the “Services”) throughout the Term in accordance with the terms of this Agreement.

(a) Collection. The Contractor shall perform the following Collection Services:

(1) Garbage Collection: The Contractor shall perform Collection of Garbage three (3) times per week at each school in accordance with the Applicable Service Schedule.

(2) Recycling Collection: The Contractor shall perform Collection of Program Recyclables one (1) time per week at each school in accordance with the Applicable Service Schedule

(b) Disposal of Garbage and Recyclables at Designated Facilities. The Contractor shall deliver Garbage and Recyclables collected pursuant to this Section for disposal and processing as follows:

(1) Disposal Facilities. The Contractor shall deliver Garbage and Recyclables pursuant to this Agreement to the following Designated Facilities: (i) Garbage shall be delivered to the facility or facilities selected by the Contractor for Processing; (ii) Recyclables shall be delivered to the facility or facilities selected by the Contractor for Processing, provided that, each such facility is duly licensed and intended for the proper handling and processing of Garbage and/or Recyclables.

(c) Repair and Replacement of Containers. The Contractor ________________ supply, repair and replace containers/receptacles for the collection of Garbage and Recycling at its cost and expense for the duration of the Agreement.

4.2. Additional Services. The City may, from time to time, request changes in the Services to be performed. In the event that the BOE makes such a request, the Contractor agrees to act in good-faith in connection with the same including, applicable rates. Such changes, including any increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon by and between the City and the Contractor, shall be valid only when incorporated in written amendments signed by both parties to this Agreement.

Article 5

Contract Requirements

5.1. General Collection Requirements: The Contractor shall perform Collection of Garbage and Recyclables in accordance with the following General Collection Requirements:

(1) No Mixing of Waste: The Contractor shall collect Garbage and Recyclables separate from any materials generated in another jurisdiction. The Contractor shall not mix Recyclables with Garbage during the Collection process.

(2) Collection Hours: Except as otherwise approved in the event of extraordinary circumstances, Collection Service shall be provided only Monday through Friday in accordance with the Applicable Service Schedule, commencing no earlier than 7:00 a.m. and completed no later than 7:00 p.m.

(3) Manner of Collection: The Contractor shall: (i) Perform the Collection Services with as little noise and disturbance as possible; (ii) Completely empty each container/receptacle;

and (iii) Care shall be taken to prevent damage to property and Contractor shall be responsible for repairs to all real or personal property caused by its acts or omissions in performing the Collection Services.

(4) Collection Schedule. The Contractor shall propose a detailed Schedule for

Collection within the Applicable Service Area for approval by the BOE. Upon approval thereof, the Contractor shall at all times use commercially reasonable efforts to perform Collection Service in accordance with the Schedule. If any changes occur, the Administrator shall be immediately notified in writing.

(5) Damage or Public or Private Property. The Contractor shall promptly repair or replace (if repair is reasonably deemed inadequate by the Administrator) any damage to public or private real or personal property caused by the Contractor or a Contractor Party during the performance of Service hereunder. In the event that the BOE determines, in exercise of their reasonable discretion, that the property damage was caused by the Contractor or a Contractor Party, the Contractor shall, at Contractor’s sole cost and expense, make such repairs and replacement, as applicable, to restore the subject property to the condition which existed prior to said damage or better as soon as reasonably practical using best effort but in no event greater than ten (10) days from the date the property was damaged unless an extension is Approved by Administrator, said approval not to be unreasonably withheld. If the Contractor fails to repair or replace the damaged property in accordance with this provision, the BOE shall have the right, but not the obligation, to perform such repair or replacement for the Contractor’s account at the expense of Contractor.

(6) Contractor’s Personnel. The Contractor shall at all times have adequate personnel available to perform the Services and comply with the following provisions concerning personnel:

(a) District Manager/Foreman/Supervisor. The Contractor shall assign a

District Manager, Foreman or Supervisor (or other employees with similar job titles and responsibilities) to be in charge of the Services within the Applicable Service Area and shall provide the names of these employees in writing to the BOE and any other time the persons in these positions if they change. The Supervisor shall be available to the City through the use of telecommunications equipment at all times that the Contractor is providing Collection Service.

(b) Qualified Personnel. The Contractor shall:

(i) Employ and assign qualified, trained, skilled, fit and experienced personnel to perform the Services under this Agreement. The City may request the transfer of any employee of the Contractor who materially violates any provision this Agreement.

(ii) Ensure employees wear clean clothing. Contractor’s employees, who normally come into direct contact with the public, including drivers, shall bear some means of individual identification such as a name tag or identification card.

(iii) Ensure each driver of a Collection Vehicle shall at all times carry a valid Connecticut driver's license and all other required licenses for the type of vehicle that is being operated.

(iv) Ensure that its employee or any other Contractor Party do not identify themselves, or in any way represent themselves, as employees of the City.

(7) Supervision and Safety. The Contractor shall supervise and direct the Services by its employees (and any other Contractor Party) using Contractor’s best skills and attention.

Contractor shall be solely responsible for, and have control over, means, methods, techniques, sequences and procedures for coordinating all portions of the Services under this Agreement.

Contractor shall enforce strict discipline and good order among its employees (and any other Contractor Party) carrying out the Services. Contractor represents and warrants that the Services performed by the Contractor or any Contractor Party shall be performed in accordance with Applicable Law including such laws concerning employee safety such as OSHA standards.

(8) Collection Equipment. The Contractor shall at all time have adequate Collection

Equipment available to perform the Services and comply with the following provisions concerning Collection Equipment:

(a) The Contractor shall have on hand, at all times, and in good working order, such Collection Equipment that shall permit the Contractor to perform the Services under this Agreement in a first-class manner. Any proposed change in the Collection Equipment being used by the Contractor to perform the Services under this Agreement other than permitted hereunder shall be submitted in writing by the Contractor to the Administrator for approval.

(b) Collection Vehicles shall be of a type sufficient to efficiently collect all

Garbage and Recyclables covered by this Agreement, and transport such materials to the Designated Facilities for processing in a manner such that no collected materials can be blown or fall from the Collection Vehicle during transport.

(c) Each Collection Vehicle shall be equipped at all times with all safety supplies, equipment, and first aid supplies required by Applicable Law.

(d) All Collection Vehicles shall be kept well painted and shall be maintained in good repair, appearance, and sanitary, clean condition in order to meet community standards of appearance at all times all at Contractor’s sole cost and expense. Loaded vehicles shall not be left standing on City streets.

(9) Spillage, Litter, and Leakage. The Contractor shall maintain all Collection

Equipment, including Collection Vehicles, in good working conditions as to prohibit spillage, litter and leakage. During transport, the Contractor shall ensure all Garbage and Recyclables and any other materials transported by Contractor be contained, covered, and enclosed so that spilling, littering and leakage do not occur. Contractor shall be responsible for the cleanup of any spillage, litter, or leakage caused by Contractor, Contractor Vehicles, or a Contractor Party including its employees. Contractor shall perform all clean-ups immediately at its sole cost and expense.

(10) Compliance with Law. The Contractor shall comply with all Applicable Law in the performance of this Agreement. Without limiting the generality of the forgoing, the Contractor shall comply with G.G.S. Sec. 22a-241, et seq.

(11) Permits, Licenses, Taxes and Fees: The Contractor shall be solely responsible for obtaining and maintaining at its sole cost and expense all required permits and licenses necessary to perform the Services pursuant to this Agreement, including fees and taxes associated therewith.

Article 6

TRANSITION PLAN

6.1. Transition Services.

(a) Transition Prior to Commencement Date of Service. The Contractor is responsible for providing a smooth transition in and through any and all Services changes to minimize inconvenience and disruption.

Article 7

COMPENSATION

7.1. Rates, Billing Procedures, Payments.

(a) Base Fees: The City shall compensate the Contractor for satisfactory performance of the Services during the Term of this Agreement, as follows:

(1) For Collection of Garbage, an annual fee in an amount of ___________________ DOLLARS AND ___/100 CENTS ($__________) less any credits.

(2) For Collection of Recyclables, an annual fee in an amount of ___________________ DOLLARS AND ___/100 CENTS ($__________) less any credits.

(b) Full and Complete Payment. The compensation set forth herein shall constitute full and complete payment for all costs assumed by the Contractor in performing this Agreement including, without limitation, all overhead, labor, salaries, supervision, management, personnel training, and administrative costs, support services, software, hardware and licenses, materials, equipment, supplies, tools and machinery, insurance, travel and transportation expenses and other similar costs and expense whatsoever.

(c) Annual Rate Adjustments.

(1) Rates: Compensation shall be adjusted to the nearest penny each fiscal year during the Term for both Garbage Collection and Recycling Collection.

7.3. Commodity Revenue Sharing. The City shall be entitled to a commodity revenue sharing payment of ____________ per cent (___%) of revenue from disposal of Program Recyclables collected by Contractor pursuant to this Agreement.

7.4. Invoicing.

(1) Contractor Invoicing. The Contractor shall invoice the City for the

Services performed under the Agreement no later than 30 days after such Services were rendered. The City shall review the invoice and pay all undisputed portions thereof within forty five (45) days of receipt of the same. The monthly invoice from and payment to the Contractor shall include only the following:

a. One twelfth of the annual fee for Collection of Garbage and

Recyclables;

b. less, the applicable monthly Commodity Revenue Sharing credit, if any;

c. Taxes. The Contractor shall be solely responsible for all taxes associated with the performance of the Services pursuant to this Agreement.

Article 8

TERM; TERMINATION; REMEDIES

8.1. Term; Option to Extend.

(a) Term. This Agreement shall be effective on the Effective Date at which point the Parties will be bound by the terms herein. Term of this Agreement shall commence upon the Effective Date and continued for a period of Three (3) years from the Commencement Date (the, “Term”).

(b) Option to Extend. The BOE shall have two (2) options to extend this Agreement for a period of one (1) year each on the same terms and conditions of this Agreement.

Notwithstanding the foregoing, the Contractor shall have the right to object to the extension by providing written notice to the City within thirty (30) days of City’s notice of intent to extend.

8.2. Event of Default:

8.2.1. The following events shall be defaults of the Contractor for which the BOE may exercise termination (each, a “Termination Default”) on no less than thirty (30) days written notice to Contractor:

(i) Contractor fails to perform the Services for five (5) business during any month during the Term of this Agreement.

(ii) Contractor breaches any other provision of this Agreement and (A) if such breach can be cured within ten (10) business days after City’s written notice of such breach and Contractor fails to so cure, or (B) if a cure can be effected within a longer cure period, Contractor fails to commence within such ten (10) business day period and diligently prosecute said cure to completion;

(iii) There is probable cause for the BOE to believe that Contractor has failed to pay a Person for which, if established, the BOE might become liable;

(iv) An representation or warranty made by the Contractor in this Agreement is false or misleading and (A) if such breach can be cured within seven (7) business days after the BOE’s written notice of such breach and Contractor fails to so cure, or (B) if a cure can be effected within a longer cure period, Contractor fails to commence within such seven (7) business days period and at all times thereafter is diligently prosecuting said cure to completion but in no event shall said cure period exceed sixty (60) calendar days;

(v) Contractor (A) applies for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property; (B) admit in writing its inability, or be generally unable, to pay its debts as such debts become due; (C) make a general assignment for the benefit of its creditors; (D) become subject to a voluntary or involuntary case under any bankruptcy law, including, without limitation, Title 11 of the United States Code; (E) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up, or composition or readjustment of debts; (F) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against Contractor in an involuntary case under any bankruptcy law; or (G) take any corporate or other action for the purpose of effecting any of the foregoing, or

(vi) A proceeding or case shall be commenced without the application or consent of the Contractor in any court of competent jurisdiction seeking (A) its liquidation, reorganization, dissolution or winding-up or the composition or readjustment of debts, or (B) the appointment of a trustee, receiver, custodian, liquidator or the like of Provider under any bankruptcy law, and such proceeding or case shall continue undefended, or any order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect for a period of sixty (60) day.

8.3 Termination for Convenience: The Contractor may not terminate for convenience.

The City/BOE may terminate for convenience immediately upon written notice of termination.

8.4. Remedies: The City, in addition to all other rights, powers and remedies the BOE has at law, in equity, pursuant to the Performance Bond or under other sections of this Agreement, shall have the following rights and remedies:

(i) In the event that the Contractor breaches any material provision, covenant or condition of this Agreement, the BOE may (A) cure the breach for the Contractor’s account at the reasonable expense of Contractor, and upon performance of the same, the expense thereof reasonably incurred by the BOE shall be deducted from any payment currently and thereafter due to the Contractor under this Agreement; or (B) retain from any payment then due or thereafter to become due an amount reasonably determined by the BOE to be sufficient to protect it from any losses, liability, damages, costs or expenses it has or may sustain as a result of said breach .

(ii) If a Termination Default described above occurs, the BOE may terminate this Agreement.

8.5. Cumulative: Any right, power or remedy of the BOE shall be cumulative and in additional to any other right, power or remedy the City has at law, in equity, pursuant to the Performance Bond or under other sections of this Agreement.

Article 9

RECORDKEEPING, REPORTING, AUDIT AND INSPECTION RIGHTS

9.1. Inspection of Collection Equipment and Facilities. The BOE shall have the right to inspection of Contractor’s facilities (such as vehicle yards, customer service office, dispatch office, etc.), Collection Equipment, or any materials, components, equipment, supplies, Services, completed work or any other aspect of Contractor’s operations relating to the Services to be performed hereunder for compliance with the terms of this Agreement during normal working hours on no less than five (5) business days advance notice provided, however, should that five (5) business days timeframe include a United States holiday or a severe weather event, the timeframe shall be reasonably extended upon mutual agreement between the parties.

9.2. Recordkeeping, Reporting, Audit, and Inspection Rights.

(a) Recordkeeping: The Contractor shall maintain accurate and complete records concerning the Services required to be performed hereunder, including records created and/or received by the Contractor in the normal course of operating its business, and records required to be created and/or maintained by Applicable Law.

(b) Reports:

(1) Reporting Requirements. The Contractor shall create and maintain

_________ (and annual reports) in a format Approved by the BOE concerning the Services required to be performed by the Contractor hereunder during each month (or year, as applicable) of the Term of this Agreement as may reasonably be required to verify compliance with this Agreement or to meet the BOE's reporting requirements with the State of Connecticut. Such reports shall include, but not be limited to, the tonnage of solid waste collected, recyclables collected, locations of disposal and financial records. Records shall be maintained for no fewer than seven

(7) years.

(2) Reporting Submission Deadlines. The Contractor shall submit monthly reports by the 10th of the month following the month the report is required to be created, and annual reports within thirty (30) calendar days following the end of each year of the Term of this Agreement.

(c) Inspection and Auditing Rights. The City and its agents, including its auditors, may, at reasonable hours, upon not less than five (5) business days advance notice, inspect and examine any and all records and reports required to be created and/or maintained under this Agreement, and/or inspect and examine any and all of the Contractor’s place of business or facilities, which are in any way related to, or involved in the performance of this Agreement, including Collection Equipment and records and reports required to be created and/or maintained under this Agreement maintained thereat provided, however, that should that five (5) business days timeframe include a United States holiday or a severe weather event, the timeframe shall be reasonably extended upon mutual agreement between the parties. Upon request, the Contractor shall make a copy of any such records and reports the City has a right to inspect and examined hereunder.

Article 10

INSURANCE; INDEMNIFICATION; BONDING

10.1. Insurance: The Contractor agrees to obtain at its own cost and expense all insurance required by the Insurance Rider, a copy of which is attached hereto and made a part of this Agreement as Exhibit and to keep the same in continuous force and effect through the expiration of the Term or earlier termination of this Agreement except to the extent that such coverage is issued on a “claims made” basis in which case the Contractor shall keep said coverage in continuous force and effect for a period of two (2) years after the expiration of the Term or earlier termination of this Agreement. Before commencing the Services, the Contractor shall furnish to the BOE a certificate of insurance, and shall thereafter provide renewal certificates, as appropriate, evidencing such coverage written by a company or companies acceptable to the BOE. Each insurance policy shall be endorsed to name the City of Bridgeport as additional insured parties on a primary and noncontributory basis and shall provide that the insurance company providing coverage shall notify the BOE by certified mail at least thirty (30) days prior to the effective termination of the policy or policies providing coverage. All insurance shall be taken out and maintained at no cost or expense to the BOE and the Contractor shall be responsible for the full amount of any deductible.

10.2. Indemnification. The Contractor agrees to indemnify, defend and hold harmless the BOE/City, and its officers, representatives, employees and subcontractors (the “Indemnified Parties”), from and against all liabilities, actions, damages, claims, demands judgments, losses, costs, suits, actions or expenses (each, a “Claims”), including, but not limited to, for personal injury to, or death of, any person, or loss or damage to property, personal or real, arising out of: (i) the negligent acts or omissions or intentional misconduct of the Contractor or Contractor Parties in connection with performance of this Agreement; and/or (ii) any material breach of the Agreement by the Contractor, except to the extent such Claim is caused by the BOE. The Contractor shall and does hereby assume and agree to pay for the defense of all such aforementioned claims, demands, suits, proceedings and litigation. 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 hereunder. The Contractor’s duties under this section shall remain in effect and binding in accordance with the terms and conditions of this Agreement and any extension thereof. Nothing in this provision, or elsewhere in this Agreement, shall be deemed to relieve the Contractor of its duty to defend the BOE/City or any Indemnified Party, as specified in this Agreement, pending a determination of the respective liabilities of the Contractor, any Contractor Party, the City, or any Indemnified Party, by legal proceeding or agreement. In furtherance to but not in limitation of the indemnity provisions in this Agreement, Contractor hereby expressly and specifically agrees that its obligation to indemnify, defend and save harmless the City 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.

8.3. Bonding: Upon the Effective Date of this Agreement, Contractor shall provide a Performance Bond securing the Contractor’s performance of its obligations under the Agreement in accordance with the terms thereof by a surety company authorized to do business in Connecticut and Approved by the City’s Law Department in an amount equal to one hundred percent (100%) of the annual contract value for the first year of the Term. Said Performance Bond shall be continued each year of the Term thereafter in an amount coincide with the contract value for that year of the Term. To the extent that the contract value in any year cannot be precisely due to unit pricing, the contract value shall be determined by the BOE in exercise of their reasonable discretion using reasonably reliable relevant data.

Article 11

GENERAL PROVISIONS

11.1. By this Agreement the BOE intends to secure the professional services of qualified, experienced employees of the Contractor. Failure of the Contractor for any reason to make a sufficient number of such employees available to the City to the extent necessary to perform the services required in a skillful, professional and prompt manner shall be cause for termination of this Agreement.

11.2. This Agreement, being intended to secure the Services of the Contractor, shall not be assigned, delegated, transferred or subcontracted in any manner or to any extent without the prior Approval of the BOE in writing.

11.3. The Contractor shall not assert any claim arising out of any act or omission by any agent, officer or employee of the City/BOE in the execution or performance of this Agreement against any such agent, officer or employee. Such claims may be made only against City/BOE directly.

11.4. No member of the governing body of the City/BOE, and no other officer, employee, or agent of the City shall have any personal interest, direct or indirect, in this Agreement.

11.5. This Agreement shall be construed in accordance with the laws of the State of

Connecticut, and any action or suit at law in connection herewith shall be brought in the Superior Court of the State of Connecticut, Judicial District Fairfield at Bridgeport.

11.6. The Contractor shall comply with all Applicable Laws of any governmental body having jurisdiction over any matter related to this Agreement or the Services to be performed hereunder, and shall commit no trespass on any private property in performing any of the work embraced by this Agreement.

11.7. During the performance of this Agreement, 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 proven that the disability or characteristic prevents proper performance of the work involved.

11.8. This Agreement incorporates all the understandings of the parties hereto and supersedes any and all agreements reached by the parties prior to the execution of this Agreement, whether oral or written.

11.9. The BOE and the Contractor each binds itself and its successors and assigns to the other party and to its successors and assigns with respect to all covenants of this Agreement. The Contractor shall transfer any interest in this Agreement without the prior written approval of the City.

11.10. The products of the services performed under this Agreement shall become and remain the property of the City. This shall include all partially completed services in the event that the Agreement is terminated before completion of its term for any reason.

11.11. If any provision of this Agreement is held invalid, the balance of the provisions shall not be affected thereby if such provisions would then continue to conform to the requirements of applicable laws. The remaining provisions shall thereupon continue in full force and effect.

11.12. 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: BOE 45 Lyon Terrace Bridgeport, CT 06604

With a copy to: Office of the City Attorney

City of Bridgeport 999 Broad Street Bridgeport, CT 06604

To the Contractor: At the address set forth above

Notices shall be deemed to have been duly given, delivered or served either upon personal delivery or three (3) days following the date when they are sent by registered mail with proper postage.

11.13. No change or modification of this Agreement shall be valid unless it is in writing and executed by all parties to this Agreement.

11.14. The section, subsection, paragraph and/or other headings of this Declaration of Easements are for convenience only and in no way limit or enlarge the scope or meaning of the language hereof. The word “include” or “including” shall not be restrictive and shall be interpreted as if followed by the words “without limitation.”

11.15. The Contractor represents as follows: (i) That the Contractor is a legally existing entity under the laws of its respective states of incorporation and has not previously filed, nor is presently contemplating filing, nor has received notice of a petition of, nor contemplates receiving notice of a petition of, bankruptcy, liquidation, receivership or any other action for the protection of creditors or debtors; (ii) that the Contractor has the financial resources to perform this Contract and that it is not the subject of any litigation or action, pending or threatened, regarding this Contract or which, if resulting in an adverse decision, would affect its ability to perform its duties under this Contract; (iii) 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 Contract and to assume the responsibilities and obligations created hereunder; and (iv) that this Agreement is duly executed and delivered by an authorized corporate officer, in accordance with such officer's powers to bind the Contractor hereunder, and constitutes a valid and binding obligation enforceable in accordance with its terms, conditions and provisions.

11.16. Both Parties shall comply with all applicable federal, state or local statutes, regulations, ordinances, rules and other laws in the performance of this Agreement..

11.17. This Agreement may be executed and delivered 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.

11.18. In the event of any inconsistency or conflict between any exhibit or schedule attached hereto and the terms and conditions in this Agreement, the terms and conditions in this Agreement shall govern. To the extent defined terms conflict, such term shall have the meaning given to such term in its specific document, unless explicitly said otherwise or the context requires.

IN WITNESS WHEREOF, for adequate consideration and intending to be legally bound, the parties hereto have caused this agreement to be executed by their duly authorized representatives.

CITY OF BRIDGEPORT

BOARD OF EDUCATION

By:____________________________

Dr. Royce Avery Its Superintendent Duly Authorized

Date:___________________

CONTRACTOR

By:_____________________________

Its Duly Authorized

Date: ___________________

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

By:___________________________ Deborah M. Garskof

City of Bridgeport