Contracts--General_Services_and_Materials--Landscape_Services.doc

CONTRACT TO BE EXECUTED WILL BE IN A FORM SUBSTANTIALLY SIMILAR TO THIS AND MODIFICATIONS, IF ANY, SHALL AT THE CITY’S SOLE DISCRETION

AGREEMENT TO PROVIDE GENERAL SERVICES, MATERIALS AND/OR EQUIPMENT BRIDGEPORT BOARD OF EDUCATION _______________________, a __________________ organized under the laws of the State of ______________________, with offices at _________________________________________________________ (the "Contractor”) agrees to perform general services, materials and/or equipment as described herein to the City of Bridgeport Board of Education, having offices at 45 Lyon Terrace, Bridgeport, Connecticut 06604 (the "BBOE") on the following terms and conditions:

WHEREAS the BBOE publicly advertised or otherwise sought quotes for __________________________________ for qualified, licensed (where required by law) vendors to provide the services and/or equipment described herein at the public school locations identified by the BBOE;

WHEREAS the Contractor submitted to the BBOE its qualifications, proposal, cost and pricing data, bonding capacity, insurance coverages and other information required by and in response to the solicitation (the ”Bid” or “Proposal”) to the BBOE on ______________ and the BBOE selected the Contractor to perform the work described or referred to therein (the “Work”);

WHEREAS the BBOE’s solicitation with specifications (if any) and the Contractor’s Proposal are incorporated herein by reference as Exhibits A and B and made a part hereof;

WHEREAS the Contractor represents that it possesses all required licenses to enter into this Agreement in the State of Connecticut, is in compliance with all laws, rules and regulations required to perform the Work described herein, and is qualified and duly-authorized, where authorization is required for a foreign entity, to do business in the State of Connecticut.

NOW, THEREFORE, for good and valuable consideration, the Contractor agrees as follows:

The above recitals are incorporated by reference into the body of this Agreement with full legal force and effect.

1. General Undertaking. The Contractor will perform the Work for the Project described in Exhibit A in a timely manner using skilled, qualified and trained workers. The Work is set forth in Exhibit B attached and shall be undertaken and completed by the Contractor in accordance with this Agreement and at the locations specifically identified by the BBOE and the Contractor. Although the Work is not covered by a guarantee, the BBOE shall be entitled to call back the Contractor to complete, correct or otherwise remedy Work that is not performed in accordance with this Agreement.

A. The person in charge of administering this Agreement on behalf of the BBOE shall be _______________ or such other person as may be designated in writing (the “Director.”)

B. The person responsible for the Services to be performed by Contractor hereunder shall be _____________________.

2. Term of Engagement. This Agreement shall commence within five (5) business days of receipt of a written notice to proceed or such date that is otherwise set forth therein (“Notice to Proceed”) from the BBOE’s representative, _________________, and shall continue in full force and effect until either (a) the Work is completed according to this Agreement, (b) the Agreement is earlier terminated as provided herein, or (c) ____ year from the date first above written, whichever shall first occur (the "Term"). Termination shall have no effect on the BBOE's obligation to pay for Work rendered through such earlier termination for Work that has been completed in accordance with this Agreement.

3. Nature of Engagement. The BBOE has engaged the Contractor using as the basis for compensation unit-pricing according to specifications and schedule described in Exhibit A. Unless otherwise stated, all work schedules shall be considered a material part of this Agreement and all dates specified therein are TIME OF THE ESSENCE.

4. Price and Payment.

(a) Price. The applicable price for the Work is _____________________________ (DOLLARS)($____) calculated in accordance with Exhibit B. This sum shall be deemed a not-to-exceed price unless otherwise stated (the “Price”). Except as stated herein, the Price includes the wages of the Contractor, its employees, subcontractors and agents, home office and field overhead, general and administrative expenses and all other indirect costs and profit to be recovered or charged under this Agreement. Any increase in the scope of Work shall be based upon mutual agreement of the parties and shall employ the schedule of labor categories and rates, if any, set forth in Exhibit B.

(b) Invoices. Unless otherwise provided, the Price for all Work or portions thereof that are performed shall be invoiced monthly as the Work progresses (but in no event shall the Contractor submit invoices for such Work later than forty-five (45) days after such Work is performed).

(c) Payment. Payment for Work completed that is not in dispute shall be made within forty-five (45) days after receipt of the Contractor’s invoice for completed Services with all required back-up information. The Contractor is prohibited from filing a mechanic’s or materialmen’s line against BBOE and/or BBOE/BBOE property. At the BBOE’s option and as a precondition to payment of each invoice, the Contractor and all parties who have performed the Work covered by each such invoice shall execute and deliver an original waiver and release of liens on a BBOE/BBOE-provided form for the Work covered by such invoice.

(d) Out-of-Pocket Costs; Taxes. Except as otherwise set forth in this Agreement, prices quoted for the Work include the cost of local travel to and from the Contractor’s office and the Project. If provided by the invitation, the BBOE will reimburse the Contractor other actual, reasonable pre-authorized expenses. The BBOE is not obligated to pay certain sales, use, gross receipts taxes, ad valorem or other taxes with respect to the Work rendered by the Contractor, and the Contractor shall not invoice the BBOE therefor. The Contractor may obtain tax exempt certificates from the BBOE’s Department of Public Purchases to enable it to purchase goods and equipment on a tax-exempt basis.

5. Representations and Warranties.

The Contractor represents and warrants, as of the date hereof and throughout the Term of this Agreement, as follows:

(a) It possesses all required licenses required by the State of Connecticut and, if a foreign corporation, partnership or other entity, is authorized to conduct business in this State.

(b) It has the requisite experience to undertake and complete the Work pursuant to the requirements of this Agreement and has in its employ qualified, trained personnel and quality equipment accurately calibrated to perform the Work.

(c) Any budget of estimated costs presented to the BBOE was prepared using its best efforts and past experience in light of the facts and circumstances available to it prior to the date of this Agreement and does not expect its estimated costs to be substantially exceeded except for the discovery of facts and circumstances as yet unknown or undiscovered.

(d) It shall commence the Work promptly as stated in a Notice to Proceed and will diligently pursue and complete the Work in accordance with the Schedule.

(e) It is financially stable and has adequate resources and personnel to complete the Work in accordance with this Agreement.

(f) Its performance of the Work on behalf of the BBOE will not result in a conflict of interest, will not violate any laws or contractual obligations with third parties, and is an enforceable obligation of the Contractor.

(g) It will not subcontract any of the Work to third parties without prior written notice to the BBOE and receipt of the BBOE’s written consent. .

(h) Neither the Contractor nor any of its officers, directors, owners, employees or permitted subcontractors have committed a criminal violation of federal or state laws arising directly or indirectly from its business operations that resulted in the imposition of a monetary fine, injunction, criminal conviction or other sanction, and further represent that the Contractor, its officers, directors, owners, employees, agents and subcontractors will comply with the requirements of all laws, rules and regulations applicable to the conduct of its business or the performance of the Work under this Agreement.

(i) The Contractor represents that it will perform the Work in a good and workmanlike manner.

6. Remedies & Liabilities.

(a) Remedies. In addition to other remedies expressly acknowledged hereunder and except as expressly limited herein, the BBOE shall have the full benefit of all remedies generally available to a purchaser of goods under the Uniform Commercial Code.

(b) Liabilities. THE BBOE SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT IN AN AMOUNT EXCEEDING THE PRICE FOR THE WORK AT ISSUE.

7. Notices. Notices of any kind required or desired to be sent shall be effective on the date delivered in person by hand or by overnight mail service or on the date received when sent by certified mail, return receipt requested, to the other party or such other address as a party may give notice of in a similar fashion. The addresses of the parties are as follows:

If to the BBOE:

BBOE of Bridgeport Board of Education

45 Lyon Terrace

Bridgeport, CT 06604 with a copy to:

Office of the BBOE Attorney

999 Broad Street, 2nd Floor

Bridgeport, Connecticut 06604

If to the Contractor:

With a copy to:

8.

Termination For Default; Termination For Convenience.

(a) This Agreement shall terminate upon expiration of the Term. Either party may terminate this Agreement if the other party breaches any material provision hereof and fails after receipt of written notice of default to advise the other party in writing within five (5) business days of its intentions with respect to such default and in any event corrects or cures such default within ten (10) business days of the receipt of notice of default. If such default cannot be cured or corrected within such 10-day period and the defaulting party details in writing to the other the reasons why such default cannot be so corrected or cured, the other party shall give an additional thirty (30) day period to correct or cure such default and the defaulting party shall with best efforts and due diligence promptly commence and consistently pursue corrective or curative action reasonably acceptable to the aggrieved party to completion. Either party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, or if a receiver is appointed or a petition in bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days. Termination shall have no effect on the parties' respective rights or obligations as to Confidential Information or Warranties.

(b) The Contractor may not terminate for convenience. The BBOE may terminate for convenience, however, upon giving written notice of termination, the BBOE shall be obligated to pay the Price to the Contractor for all Work adequately performed pursuant to this Agreement up to the date of termination, which amount shall be payable within forty-five (45) days of the date on which the BBOE receives from the Contractor an accounting of all sums owed with all back-up information.

9. Resolution of Disputes and Choice of Law. The Contractor agrees that all disputes that arise under this Agreement, if they cannot be resolved by mutual agreement, shall be resolved by a court located in Fairfield County, CT.

10.

Independent Contractor Status. The Contractor and its approved subcontractors are independent contractors in relation to the BBOE with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. The Contractor agrees to be responsible, and shall indemnify and hold harmless the BBOE and BBOE, 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 subcontractors and their respective employees. THE CONTRACTOR REPRESENTS THAT IT RETAINS WIDE DISCRETION IN THE TIME, MANNER AND DETAILS OF PERFORMANCE, IS NOT UNDER THE BBOE’S DIRECT SUPERVISION OR CONTROL, HAS THE SKILLS AND TOOLS TO PERFORM THE WORK, HOLDS ITSELF OUT GENERALLY AS AN INDEPENDENT CONTRACTOR, AND HAS OTHER SUBSTANTIAL SOURCES OF INCOME.

11. INSURANCE AND INDEMNITY REQUIRMENTS:

A.

The Contractor shall, at its sole cost, obtain and maintain throughout the effective period of this Agreement the insurance coverage specified by the Insurance Rider attached hereto as Exhibit C and shall keep all such insurance in continuous effect for two (2) years following the date the Director indicates the termination of the Contractor's responsibilities hereunder. All insurance shall be taken out and maintained at no cost or expense to the BBOE and the Contractor shall be responsible for the full amount of any deductible. Each insurance policy shall be endorsed to name the City and BBOE as an additional insured party on a primary and noncontributory basis.

Before commencing performance of any Services hereunder the Contractor shall furnish to the BBOE and City a Certificate of Insurance and shall thereafter provide renewal certificates, as appropriate, evidencing such coverage written by a company or companies acceptable to the BBOE and City. Such certificate and renewal certificates shall provide for a notice of cancellation, lapse or restrictive amendment by certified or registered mail at least thirty (30) days prior to the effective date thereof. With the exception of the professional liability coverage, all required insurance shall not be issued on a per occurrence basis only.

The Contractor shall require each of its subcontractors, if any, to procure and maintain until the completion of that subcontractor's services, insurance of the types and in the amounts specified in Exhibit 3. The Contractor shall ensure that all its subcontractors comply with the insurance requirements contained herein relating to such subcontractors.

B.

The Contractor shall indemnify, defend and save harmless the City and BBOE, officers, agents, servants and employees, from and against any and all claims, suits, proceedings, liabilities, judgments, losses, costs and damages, caused in whole or in part by the negligent, willful or wanton actions or omissions of the Contractor, its agents, servants, representatives, subcontractors, or employees in connection with the performance of this Agreement. The Contractor hereby assumes and agrees to pay for the defense of all such claims, damages, demands, suits and proceedings. The provisions of this paragraph shall survive the expiration or early termination of this Agreement and shall not be limited by reason of any insurance coverage provided.

12. Non-Discrimination.

(a) Deleted.

(b) Non-Discrimination. 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. The Contractor will take affirmative action to ensure that employees are treated during employment, without regard to their 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 or physical disability including, but not limited to blindness.

13.

Default; Termination.

(a) Default. It shall be a material default under this Agreement in the event that any of the following occur: (i) The Contractor fails to expeditiously perform the Work required to be performed through no fault of the BBOE thereby delaying the commencement, progress, or delivery of the Work, or (ii) the Contractor is declared to be bankrupt or insolvent, an assignment for the benefit of creditors is made, the Contractor shall file a voluntary petition in bankruptcy or insolvency, or a receiver shall be appointed for the Contractor and such appointment or bankruptcy or insolvency proceeding, petition, declaration or assignment is not set aside within thirty (30) days of filing, or (iii) any representation or certification made by the Contractor to the BBOE shall prove to be false or misleading on the date said representation or certification is made, or (iv) default shall be made in the observance or performance of any material covenant, agreement or condition contained in this Agreement required to be kept, performed or observed by the Contractor, or (v) there has been a material adverse change in the financial condition of the Contractor, or (vi) the Contractor or any principal or officer shall be convicted of the commission of a crime punishable as a felony, or (vii) the Contractor violates a material provision of any laws, ordinances, rules, regulations or orders of any public authority in the performance of its duties hereunder. If such default has occurred and has not been cured within thirty (30) days, with or without written notice to the Contractor, the BBOE may declare the Contractor to be in default hereunder and exercise any remedies available to it, including the termination of this Agreement and any Work then outstanding.

(b) Termination of Contractor For Default. If the Contractor fails to supply enough properly-skilled professionals or proper, new materials, or if the Contractor commits a material violation of any laws, ordinances, rules, regulations or orders of any public agency or authority having jurisdiction, or otherwise commits a Default under this Agreement, the BBOE may, without prejudice to any right or remedy, terminate the employment of the Contractor. Additionally, the BBOE may pursue any legal action available to it to obtain relief for actual damages suffered by reason of Contractor’s Default hereunder. In such event, the Contractor shall be liable to compensate and reimburse the BBOE for all of its loss, cost and expense which are caused by the Contractor's Default.

(c) Termination by Contractor. Should the BBOE commit a default that continues beyond thirty (30) days after written notice, the Contractor may, as its sole and exclusive remedy, terminate this Agreement. Upon such a termination, the Contractor shall be entitled to recover from the BBOE the Price and other monies due to it for Work performed in accordance with the requirements of this Agreement to the date of such termination. The Contractor may not recover any other damages, costs or expense from the BBOE other than payment for Work performed up to the date of termination. With respect to termination under this paragraph, termination expenses shall include expenses directly attributable to termination, plus an amount computed as a percentage of total Price earned to the time of termination.

(d) Termination by BBOE Without Fault of the Contractor. Upon fourteen (14) days' prior written notice, the BBOE shall have the right to cancel and terminate this Agreement at any time whether or not a Default exists hereunder, and the BBOE shall incur no liability to the Contractor or any other person by reason of such cancellation, except that, if the cancellation is for no fault of the Contractor, the BBOE shall pay to the Contractor all sums then due to the Contractor hereunder for Work performed in accordance with this Agreement prior to the date of termination.

14. Environmental Indemnification. [The Capitalized terms used herein are defined at the end of this provision.] The Contractor hereby agrees, unconditionally, absolutely and irrevocably, jointly and severally, if more than one, to indemnify, defend and hold harmless the City and BBOE from and against and in respect of any loss, liability, cost, injury, expense or damage of any and every kind whatsoever, except for any loss or damage attributable to the sole act or omission of the City and BBOE (including, without limitation, court costs, consultants' fees and experts' fees and expenses, whether or not litigation is commenced) which at any time or from time to time may be claimed, suffered or incurred by a third party in connection with any inquiry, charge, claim, cause of action, demand, abatement order or lien made or arising directly or indirectly or in connection with, with respect to, or as a direct or indirect result of the Contractor’s negligent act or omission which results in a Release to or from the Project site or sites into the Environment of any Hazardous Substances, except for any loss or damage attributable to the sole proximate cause of the BBOE including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under or as a result of the enforcement of the Environmental Laws, whether now known or unknown, including without limitation:

(i) the removal, encapsulation, containment or other treatment, transport or disposal of Hazardous Substances on the Project site or emanating therefrom;

(ii) the imposition of a lien against the Project site, including liability resulting from the Contractor’s failure to take prompt steps to remove, and to remove, such lien by payment of the amount owed or by the furnishing of a bond, cash deposit or security in an amount necessary to secure the discharge of such lien or the claim out of which the lien arises;

(iii) any inquiry, claim or demand, by any person including without limitation, any costs incurred in connection with responding to or complying with such inquiry, claim or demand;

(iv) any failure of the Contractor to use the Project site in compliance with all applicable Environmental Laws, and the defense of any litigation, proceeding or governmental investigation relating to such failure to comply with Environmental Laws;

(v) any personal injury concerning or relating to the presence of Hazardous Substances on or emanating from the Project site, or as a result of activities conducted on or with respect to the Project site in connection with the remediation of Hazardous Materials thereon or emanating therefrom.

The provisions of this indemnification shall govern and control over any inconsistent provision of any other document executed or delivered by the Contractor in connection with this Agreement. This paragraph shall survive the expiration of the Agreement or the earlier termination thereof and shall be a continuing obligation of the Contractor and shall be binding upon the Contractor, its successors and assigns, and shall inure to the benefit of the Owner, its successors and assigns.

Definitions:

“Environment” means any water or water vapor, any land including the land surface and subsurface, air, aquatic life, wildlife, biota and all other natural resources and features.

"Environmental Laws" means, without limitation, all federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes relating to the protection of the Environment and/or governing the use, storage, production, treatment, generation, transportation, processing, handling or disposal of Hazardous Substances, and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives, whether formal or informal, of federal, state and local governmental agencies and authorities with respect thereto, as they may be amended, renumbered, substituted or supplemented from time to time, and those Environmental Laws that may come into being or into effect in the future.

"Environmental Permits" means, without limitation, all permits, licenses, approvals, authorizations, filings, consents or registrations required by any applicable Environmental Law in connection with (a) the ownership, use and/or operation of the Project site for the use, storage, production, treatment, generation, transportation, processing, handling or disposal of Hazardous Substances, or (b) the sale, transfer, encumbrance or conveyance of all, or any portion of the Project site.

"Hazardous Substances" means, without limitation, any flammable, explosive, corrosive of ignitable material, characteristic waste, listed waste, radon, radioactive material, asbestos, urea-formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum-based wastes, methane gas, hazardous materials, hazardous wastes, hazardous or toxic substances or related materials, mixtures or derivatives having the same or similar characteristics and effects, as defined in, listed under, or regulated by various federal, State or local environmental laws, rules or regulations, including, without being limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), the Emergency Planning and Community Right to Know Act, as amended (42 U.S.C. 11001 et seq.), the Resource, Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2601 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251, et seq.), the Clean Air Act, as amended (42 U.S.C. Section 7401 et seq.), the Clean Water Act, as amended (33 U.S.C. 1251 et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. 300, et seq.), or as such substances are defined under any similar state laws or regulations, including, without being limited to, the release of substances constituting a "spill" as defined In Connecticut General Statutes Section 22a Sect. 452(c).

"Improvements" means the buildings, structures and other physical improvements previously existing, presently located on, or to be constructed on the Project site.

"Project site" means the real property described herein and its appurtenances.

"Release" or "spill" shall have the same meaning given to those terms under the Environmental Laws whether they are historic or sudden, and without regard to quantity.

15. Miscellaneous.

(a) Entire Agreement. This document and the identified exhibits, schedules and attachments made a part hereof or incorporated herein constitute the entire and exclusive agreement with respect to the subject matter hereof and supersede all other prior communications, whether written or oral.

(b) Modification. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought. The requirement for a writing may not be waived orally.

(c) Prohibition Against Assignment. Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred, assigned or subcontracted by the Contractor without the BBOE’s prior written consent and any attempt to the contrary shall be void and unenforceable.

(d) Excusable Delay. The Contractor shall not be in default of this Agreement if it is unable to fulfill, or is delayed in fulfilling, any of its obligations hereunder, or is prevented or delayed from fulfilling its obligations, in spite of its employment of best efforts and due diligence, as a result of extreme, unseasonable weather conditions, natural disasters, catastrophic events, casualties to persons or properties, war, governmental preemption in a national emergency, enactment of law, rule or regulation or change in existing laws, rules or regulations which prevent its ability to perform its obligations under this Agreement, or actions by other persons beyond the exclusive control of the Contractor. If the Contractor believes that a hindrance or delay has occurred, it shall give prompt written notice to the BBOE of the nature of such hindrance or delay, its effect upon the Contractor’s performance under this Agreement, the action needed to avoid the continuation of such hindrance or delay, and the adverse effects that such hindrance or delay then has or may have in the future on the Contractor’s performance. The occurrence of such a hindrance or delay may constitute a change in the scope or timing of the Work and may result in the need to adjust the contract price or contract time in accordance with the terms of this Agreement.

(e) Partial Invalidity. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be deleted and the balance of the Agreement shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect.

(f) Partial Waiver. The waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions.

(g) Headings. Headings are for reference purposes only and have no substantive effect.

(h) Survival. All representations, warranties and indemnifications contained herein shall survive the performance of this Agreement or its earlier termination.

(i) Precedence of Documents. In the event there is any conflict between this Agreement or its interpretation and any exhibit, schedule or attachment, the language of this Agreement shall control and take precedence.

(j) Property Access. The Contractor shall not be held liable for any unlawful entry onto any property where such entry has been ordered, requested or directed by the BBOE in writing.

16.

Terms And Conditions Of Solicitation Incorporated And Order Of Precedence.

If this Contract was awarded as the result of a solicitation, the Parties agree that, by this reference, this Contract incorporates all material specifications in the underlying solicitation documents and any and all written representations, warranties, terms, and conditions, set forth in the bid or proposal that became the basis of this Contract award, which representations, warranties, terms, and conditions continue in full force and effect unless amended by this Contract or by a written agreement of the Parties. Accordingly, the provisions of this Contract should be read as being consistent therewith and supplementary thereto to the extent reasonably possible. However, in the event of a conflict between the provisions of this Contract and the provisions of the bid or proposal that was the basis of award, such conflict shall be resolved by giving priority to the documents in the order listed below, including but not limited to conflicting order of precedence provisions.

A. This Contract, as may be amended in a writing signed by the Parties;

B. The Bid Solicitation including all Addenda;

C. Contractor’s response to the solicitation.

17.

Electronic Signature.

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.

Dated at Bridgeport, Connecticut, the day and year first above written.

CONTRACTOR

By:________________________

Name:

Title:

Duly-authorized

CITY OF BRIDGEPORT BOARD OF EDUCATION

By:________________________

Name:

Title:

Duly-authorized

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

By:__________________________

Exhibit A

SOLICIATION DOCUMENTS

Exhibit B

BID/PROPOSAL

Exhibit C

INSURANCE RIDER

As a provider of Services, 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/BBOE from requiring additional limits and coverage to be provided under the Consultant'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: 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 Dollars ($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 One Million Dollars ($1,000,000) 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 Two Million Dollars ($2,000,000).

Automobile Liability: With respect to each owned, non-owned, or hired vehicles the Contractor shall carry Automobile Liability insurance providing One Million Dollars ($1,000,000) coverage per accident for bodily injury and property damage.

Contractors Pollution Liability (CPL): The Consultant shall provide Contractors Pollution Liability Insurance in an amount no less than $1,000,000 each claim and $2,000,000 Aggregate.

Acceptability of Insurers: The Contractor's policies shall be written by insurance companies licensed to do business in the State of Connecticut, with an AM Best rating of A-VII, or better. Additionally, all carriers are subject to approval by the City of Bridgeport.

Subcontractors: The Contractor shall require all subcontractors to provide the same "minimum scope and limits of insurance" as required herein. All Certificates of Insurance shall be provided to the BBOE/City's Office of the City Attorney and to the City’s Purchasing Department required herein

Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to and approved by the City. All deductibles or self-insured retentions are the sole responsibility of the Consultant to pay and/or to indemnify.

Notice of Cancellation or Nonrenewal: Each insurance policy required shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in coverage or in limits before the expiration date except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. Notwithstanding this requirement, the Contractor is primarily responsible for providing such written notice to the City thirty (30) days prior to any policy change or cancellation that would result in a change of the amount or type of coverage provided. In the event of any such change the Contractor shall provide comparable substitute coverage so that there is no lapse in applicable coverage or reduction in the amount of coverage available to the City related to the Contractor’s Services.

Waiver of Governmental Immunity: Unless requested otherwise by the BBOE, the Contractor and its insurer shall waive governmental immunity as defense and shall not use the defense of governmental immunity in the adjustment of claims or in the defense of any suit brought against the City/BBOE.

Additional Insured: The liability insurance coverage, (excluding Workers' Compensation & Professional Liability, if included) required for the performance of the Services shall include the City and BOOE as an Additional Insured with respect to the activities to be performed under this Agreement. Contractor’s insurance shall be primary and shall not seek contribution from any other insurance carried by the additional insured in the payment of a claim.

Waiver of Subrogation: Contractor hereby waives the right to subrogate or seek recovery from City of Bridgeport and its BBOE and its insurance carriers. This waiver of subrogation does not apply to Professional Liability coverage.

Certificate of Insurance: Prior to the commencement of services under this Contract, the Contractor shall furnish Certificate(s) of Insurance to the City. The Certificate(s) will specify all parties who are endorsed on the policy as Additional Insureds (or Loss Payees). The Certificates and endorsements for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. Renewals of expiring Certificates shall be provided prior to expiration but no more than fifteen (15) days after policy renewal.

Certificates shall designate the City and BBOE in the following form and manner:

“City of Bridgeport and its Board of Education, elected officials, officers, department heads, employees, agents, servants, successors and assigns ATIMA

Margaret E. Morton Government Center

999 Broad Street, 2nd Floor

Bridgeport, Connecticut 06604”

All insurance documents required should be mailed to BBOE and the City of Bridgeport City Attorney, 999 Broad Street, Bridgeport, CT 06604 and uploaded to MyCOI, the City’s insurance verification provider, by the Vendor’s insurance agent. The Vendor will receive an email from MyCOI (registration@mycoitracking.com) with a link for registration. Following registration MyCOI will work directly with the Vendor’s insurance agent to ensure proper coverage. For questions regarding MyCOI contact MyCOI at support@myCOItracking. Com or 317-759-9426 x 105. Note the certificate holder box on the COI should read:

City of Bridgeport c/o myCOI P.O. Box #501970, 8710 Bash Street Indianapolis, IN 46256

NOTE: Vendor’s failure to promptly register with MyCOI may delay contract execution.

Waiver of requirements: The City Attorney may vary these insurance requirements at her sole discretion if it determines that the City's interests will be adequately protected by the provision of different types or other amounts of coverage.

Exhibit A Exhibit B

BBOE Attorney—March 30, 2023