Exhibit_B_-Form_of_Contract.pdf

Request For Qualifications and Request for Proposals #RFQ/P027-07 Title: RFQ/P027-07 New Pulaski School

RFQ/P027-07 EXHIBIT B

FORM OF CONTRACT

AGREEMENT FOR OWNER’S REPRESENTATIVE AND PROJECT MANAGER SERVICES

FOR THE NEW CASIMIR PULASKI ELEMENTARY SCHOOL

STATE PROJECT NO. [ ]

This agreement (“Agreement”) is made as of the ___ day of ____________, 2026 (“Effective Date”), by and between the City of Meriden (“City”), with an address at Meriden City Hall, 142 E. Main Street, Meriden, Connecticut 06450, and __________________________________, a _____________________, organized and existing under the laws of the State of _________________, with a principal place of business located at ____________________________ (the “OPM” or the “Owner’s Project Manager”). The City and the OPM are sometimes referred to individually as a “Party” and collectively as the “Parties.”

WITNESSETH

WHEREAS, the City and the Meriden School Building Committee (the “SBC”) (the City and SBC hereinafter referred to collectively as the “Owner”) are undertaking a school building project for the Meriden Public School District (the “District”) for the planning, design, and construction of the new Casimir Pulaski Elementary School building and grounds (“Elementary School”) (the “Project”) to be located at 1 King Place, Meriden, Connecticut 06451 (together the “Property” or “Premises”);

WHEREAS, the City has established the SBC as the school building committee for the Project;

WHEREAS, the Project is anticipated by the Owner and the District to include: (1) demolition of the former hospital building located at the Property, abatement of hazardous materials and substances, and soils remediation determined to be necessary for the Project; (2) construction of a new Elementary School building that will host grades pre-kindergarten through fifth and the District’s STARS district-wide special education program, having an estimated gross building square footage area of up to 97,100 square feet;

WHEREAS, the Owner’s construction budget for the Project is approximately One Hundred One Million

Two Hundred Eleven Thousand Dollars ($101,211,000.00); and

WHEREAS, the Project is anticipated to be funded, in part, by a school building project priority list grant issued by the State of Connecticut Department of Administrative Services (“CTDAS”) Office of Grants Administration (“OGA”), pursuant to Chapter 173 of the Connecticut General Statutes (the “DAS Grant”); and

WHEREAS, the City has or intends to enter into an agreement with an design professional firm for architectural, design professional, and project administration services for the Project, which firm will be the Project’s architect-of-record, using a modified version of AIA Document B133-2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition (the “Owner-Architect Agreement”); and

WHEREAS, the project delivery method for the Project will be construction manager-at-risk, whereby the

City as “Owner,” will enter into a contract with a construction manager (the “CMR”), who will be compensated based on the cost of the work plus a fee under a guaranteed maximum price; and

WHEREAS, the City intends to enter into an agreement with the CMR using a modified AIA Document

A133-2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, together with modified AIA Document A133-2019 Exhibit A, modified AIA Document A133-2019 Exhibit B, and a modified AIA Document A201-2017, General Conditions of the Contract for Construction, all with significant additional language and revisions (collectively, the “Owner-Construction Manager Agreement” or the “CMA” or the “Contract for Construction”, and which together with all documents made a part thereof, are referred to collectively as the “Contract Documents”); and

WHEREAS, the City desires to retain the advisory, project management, and project representative services of the OPM to be performed and provided for and during planning, budgeting, permitting, design, procurement, construction, and completion and closeout of the Project and in connection with the DAS Grant, as more fully described as the “Services” or the “Basic Services” in Exhibit A annexed hereto and incorporated herein by reference (sometimes referred to herein as the “RFQ-RFP”), and the OPM desires to be so retained by the City, and to furnish the Services to and for the City, SBC, District, Meriden Board of Education in connection with the Project;

NOW THEREFORE, for the consideration hereinafter stated, the Parties hereto, intending to be legally bound, covenant and agree as follows:

ARTICLE 1 - SERVICES

1.0 Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms when used in this Agreement, including Exhibit A hereto, shall have the meanings set forth in this Section 1.0.

1.0.1 “Architect” means the architect or design professional firm engaged by the Owner pursuant to the Owner-Architect Agreement to provide comprehensive design professional and other professional services for the Project, including without limitation Project planning, design, construction phase administration for the Project.

1.0.2 “Basic Services” means and includes the Services described in Exhibit A (attached hereto and incorporated by reference) as Basic Services, including the Basic Services for All Phases, Preconstruction Basic Services, Construction Basic Services, and Post-Construction Basic Services.

1.0.3 “SBC” means the Meriden School Building Committee established by the City as the school building committee for the Project.

1.0.4 “Change Order” means a written instrument prepared by the Architect and signed by the Owner and CMR, and Architect stating their agreement upon all of the following: (a) the change in the Work to be completed by the CMR pursuant to the Contract Documents; (b) the amount of the adjustment, if any, in the Contract Sum or GMP under the Contract Documents; and (c) the extent of the adjustment, if any, in the Contract Time established by the Contract Documents, as they may be amended.

1.0.5 “Claim” means any claim, demand, action, cause of action, suit, proceeding, loss, damage, liability, cost, or expense (including reasonable attorneys’ fees and court costs).

1.0.6 “Construction Documents” means the drawings, specifications, and other documents prepared by the Architect and its subconsultants for the Project that are approved by the SBC, the Meriden Board of Education, and CTDAS, and which set forth in detail the requirements for construction of the Project.

1.0.7 “Construction Manager” or “CMR” means the construction manager engaged by the Owner pursuant to the Owner-Construction Manager Agreement to provide construction management services for the Project on a construction manager-at-risk basis pursuant and subject to Connecticut General Statutes Chapter 173.

1.0.8 “Contract Sum” means the total amount payable by the Owner to the CMR pursuant to the Contract Documents, subject to the GMP.

1.0.9 “Contract Time” means the period of time, including authorized adjustments, within which the CMR is required to achieve Substantial Completion of the entirety of the Work pursuant to the CMA.

1.0.10 “CTDAS Requirements” means all requirements, regulations, guidelines, standards, rules, policies, procedures, and directives of CTDAS, including its Office of Grant Administration (“OGA”), applicable to the Project and the DAS Grant, including without limitation the requirements set forth in Chapter 173 of the Connecticut General Statutes, the regulations adopted pursuant thereto.

1.0.11 “Design Professionals” means the Architect and all engineers, consultants, and other design professionals engaged by the Architect, or otherwise engaged directly by the Owner in connection with the design of the Project; provided “Design Professionals” does not include the CMR or the OPM.

1.0.12 “Final Completion” means the means the stage in the progress of the Work when the entirety of Work is fully and finally complete in accordance with the Contract Documents, including completion of all punch list items, submission of all required documentation, satisfaction of all conditions precedent to final payment by the Owner to the CMR, and the CMR has completed all its obligations under the Contract Documents other than those for correction of the Work after Substantial Completion.

1.0.12.1 the “Date of Final Completion” is the date certified by the Architect on which the Work is fully and finally complete in accordance with the Contract Documents.

1.0.13 “Governmental Authority” means any federal, state, municipal, or local government or any department, commission, board, bureau, agency, court, or other instrumentality thereof having jurisdiction over the Project, the Work, and/or the Owner or CMR by reason of the Project, including without limitation CTDAS, the City of Meriden Building Official, the City of Meriden Fire Marshal, the Planning and Zoning Department of the City of Meriden, and any other governmental entity or authority having jurisdiction over the Work, Project, Owner, or CMR.

1.0.14 “Guaranteed Maximum Price” or “GMP” means the amount established in the GMP Amendment that is the maximum amount payable by the Owner to the CMR as the Contract Sum as compensation for performance of the CMA and the Work, including the “Cost of the Work” and the “Construction Manager’s Fee” as defined in the CMA.

1.0.15 “GMP Amendment” means the amendment to the Owner-Construction Manager Agreement that establishes the Guaranteed Maximum Price for the Owner-Construction Manager Agreement.

1.0.16 “Hazardous Materials” means any substance, material, or waste that is or becomes regulated as hazardous, toxic, or dangerous under any applicable federal, state, or local law, statute, regulation, rule, ordinance, order, or policy, including without limitation asbestos, asbestos-containing materials, polychlorinated biphenyls (PCBs), lead-based paint, petroleum products, and any other substance defined as a “hazardous substance,” “hazardous waste,” “toxic substance,” or similar term under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Connecticut Transfer Act, or any other applicable environmental law.

1.0.17 “Office of Grants Administration” or “OGA” means the Office of Grants Administration within CTDAS, which administers school building project grants for CTDAS pursuant to applicable Connecticut statutes and regulations, including without limitation Chapter 173 of the Connecticut General Statutes.

1.0.18 “Project Budget” means the Owner’s total budget for the Project.

1.0.19 “Project Schedule” means the schedule for the design and construction of the Project, as may be amended from time-to-time with the Owner’s approval.

1.0.20 “Punch list” means a list of items of Work to be completed or corrected by the CMR after Substantial Completion of the Middle School, the Administrative Offices, and/or after Substantial Completion of the entirety of the Work.

1.0.21 “Services” means and includes the Basic Services and any Additional Services provided by the OPM pursuant to this Agreement.

1.0.22 “Subcontractor” means any person or entity that has a direct contract with the CMR to perform or provide a labor, services, materials and/or equipment for a portion of the Work.

1.0.23 “Substantial Completion” with respect to the entirety of the Work and Project, means, unless defined differently within the Contract Documents (1) the stage in the progress of the Work when the entirety of Work is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for the use for which it is intended, subject only to Punch list items which can be completed within the time period specified in the Contract Documents without interfering with the Owner’s actual use of the Work, (2) a temporary or permanent certificate of occupancy for the Work has been obtained permitting the lawful occupancy of the entire Project as well as any other permits, approvals, licenses, and other documents, for which the CMR is responsible to obtain from any governmental authority having jurisdiction thereof that are necessary for the Owner’s beneficial use and occupancy of the Work, and (3) the Architect has issued a Certificate of Substantial Completion for the entirety of the Work pursuant to the Contract Documents.

1.0.24 “Work” means the construction and services required by the Owner-Construction Manager Agreement, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the CMR to fulfill the CMR obligations.

1.1 The OPM shall make available to Owner its knowledge, skills, ideas, experience and abilities with respect to all matters within the scope of its Services described herein. The OPM accepts the fiduciary relationship of trust, loyalty, good faith and fair dealing with the Owner and shall endeavor to promote harmony and cooperation among all participants on the Project. The OPM shall furnish professional skill and judgment at all times to provide its Services in furtherance of the Owner’s overall project goals, including goals for program, design, budget, time and quality. The OPM shall perform the Services expeditiously in accordance with the expertise, skill and care exercised by professionals serving in a similar capacity that have successfully completed projects of comparable size and complexity and shall at all times advance the orderly progress of the Project and cooperate with the Project Architect, its subconsultants and design team members, the CMR, and others involved in the planning, design, construction and administration of the Project and/or the DAS Grant in furthering the interests of the Owner.

1.2 Notwithstanding anything to the contrary in this Agreement, the OPM’s obligations under this Agreement are not in any way intended to require or imply that the OPM in performing the Services must assume any of the responsibilities of other consultants (other than its own consultants, if any), the CMR, its Subcontractors or suppliers, and/or the Architect or its subconsultants. The Parties expressly acknowledge and agree that the scope of the Services set forth within Exhibit A is not intended to require or imply that the OPM shall be responsible or liable for the failures, breach and/or negligence of any consultants (other than its own consultants, if any), the CMR its Subcontractors or suppliers, or other contractors, or any architects, engineers or other design professional or consultant, with regard to their performance and/or respective obligations in connection with the Project.

1.3 The OPM has the responsibility to assign personnel who, in the judgment of the OPM, can and will provide Services. [NAME] will act on behalf of the OPM as the Discipline Leader for the oversight and administration of Services provided to Owner, unless such person is replaced by the OPM with notice to Owner. The OPM will also assign additional personnel to the team providing the Services as needed, including without limitation, the Basic Services to be performed by the OPM’s on-site representative during the construction phases of the Project. If it is determined by Owner, in its reasonable discretion, that a specific individual assigned by the OPM is not adequately providing the Services, Owner will promptly contact the OPM to request adjustment to the individual’s work or replacement of that individual as mutually agreed by Owner and the OPM. Owner’s approval of personnel assigned by the OPM shall not be unreasonably withheld.

ARTICLE 2 – FEES

2.1 The City shall pay the OPM fees (“Fees”) as compensation for the Services. The Fees for the Services shall be payable on a monthly basis, based on the fixed Fee amount for Basic Services for separate phase of the Project, as set forth in set forth in Exhibit B to this Agreement.

2.2 The Fees shall be the sole compensation to the OPM, and is inclusive of its base salary, fringe and other benefits, insurance, taxes, miscellaneous personnel expenses, meals, travel time, training, holidays, illness, medical leave time, general and corporate supervision and management expenses, overhead and profit, legal costs and accounting costs general and office overhead, insurance, profit, and all other costs, except for Reimbursable Expenses as provided for in Article 4 of this Agreement.

2.3 The City shall pay the OPM’s Fees and approved Reimbursable Expenses for the Services within thirty (30) days after submission by the OPM of an invoice covering such Fees and Reimbursable Expenses due each month for the Project, provided that the City and SBC have approved such invoice.

2.4 Invoicing. The OPM shall submit monthly invoices to the SBC for Services rendered during the preceding month. Each invoice shall include:

(a) A detailed description of the Basic Services and Additional Services, if any, performed;

(b) The percentage of completion for each phase of the Basic Services and the corresponding portion of the fixed Fee amount for the applicable Project phases for which payment is requested;

(c) Itemized Additional Services, including the personnel classification, hours worked, hourly rate, and total amount for each person;

(d) Itemized reimbursable expenses with supporting documentation; and

(e) A cumulative summary of amounts previously invoiced, currently invoiced, and remaining.

2.5 Any Additional Services to be provided by the OPM and for which the OPM will be compensated on the basis of the Hourly Rates set forth in Exhibit B, are based on the Project having an anticipated duration of [ ] (___) months after the Effective Date of this Agreement through the conclusion of the Project’s post-construction phases. Any Additional Services to be provided beyond such time period shall be subject to mutual agreement between the Parties regarding applicable fees and the hourly rates that shall apply to such Additional Services provided after the expiration of the [ ]-month period.

2.6 No Additional Compensation. The OPM shall not be entitled to any compensation for the Services other than as expressly set forth in this Article 2 and Exhibit B.

ARTICLE 3 – INSURANCE REQUIREMENTS

3.1 The OPM shall agree to maintain in force at all times during which Services are to be performed the following coverage placed with companies licensed by the State of Connecticut that have at least an AM Best rating of A-

VIII:

3.1.1 Commercial General Liability

$1,000,000 per occurrence $2,000,000 aggregate bodily injury/property damage $2,000,000 Products-Completed operations aggregate (per project) The CGL policy must include coverage for:

liability from premises and operations liability from products or completed operations liability from actions of independent contractors liability assumed by contract.

All coverage provided to the City, SBC, Meriden Public School District, and Meriden Board of Education under this section must be primary and non-contributory with any other insurance available to the City, SBC, Meriden Public School District, Meriden Board of Education Owner. The City, SBC, Meriden Public School District, Meriden Board of Education, and their respective, officers, officials, agents, representatives, and employees, must be specifically included as “additional insured” on the CGL policy with ISO form CG 20 10 or CG 20 26 or equivalent acceptable to Owner. The City, SBC, Meriden Public School District, Meriden Board of Education, and their respective, officers, officials, agents, representatives, and employees, must also be included as “additional insured” for Products/Completed Operations on the CGL policy with form CG 20 37 or equivalent acceptable to Owner.

Any Aggregate limit must apply per job/project. Owner requires that these aggregate limits be maintained by the OPM as required. It is the responsibility of the OPM or its representative to notify the Owner if ever or whenever claims reduce the per-project aggregate below $2,000,000. Products/completed operations must be carried for 3 years after completion of the Project and final acceptance by Owner.

3.1.2 Automobile Liability

$1,000,000 each accident/combined single limit for bodily injury/property damage, including hired owned & non-owned vehicles. Limits carried must be sufficient to satisfy required underlying limits for the umbrella policy (see below).

3.1.3 Workers’ Compensation

Liability meeting statutory limits

3.1.4 Employers Liability

$1,000,000 each accident for bodily injury by accident $1,000,000 each employee for bodily injury by disease $1,000,000 policy limit for bodily injury by disease

Limits carried must be sufficient to satisfy the required underlying limits for the umbrella policy (see below).

3.1.5 Umbrella Liability (follow-form)

$5,000,000 per occurrence $5,000,000 aggregate

Limits must be excess over the underlying limits described above. All coverage provided to City, SBC, Meriden Public School District, and Meriden Board of Education Owner under this section must be at least as broad as that found in the underlying policies and must be primary and non-contributory with any other insurance available to the City, SBC, Meriden Public School District and/or Meriden Board of Education.

3.1.6 Professional Liability

$1,000,000 per claim $1,000,000 aggregate.

Maximum deductible or self-insured retention of $100,000 Extended claim reporting period for two (2) years following substantial completion of the Services.

3.2 City, the SBC, the Meriden Public School District, and the Meriden Board of Education shall be included as the “Additional Insured” on CGL, Automobile Liability and Umbrella Liability policies. Coverage is to be provided on a primary noncontributory basis.

3.3 If any policy is written on a “Claims Made” basis, the OPM shall maintain a retroactive date prior to or equal to the Effective Date of this Agreement, and the policy must be continually renewed for a minimum of three (3) years after the date the Services under this Agreement are completed. If the policy is replaced and/or the retroactive date is changed, then the expiring policy must be endorsed to extend the reporting period for claims for the policy in effect during the Agreement for three years (3) years after the date of completion of the Services.

3.4 Each of the required insurance policies shall include an endorsement to such policy that the City, the SBC, the Meriden Public School District, and the Meriden Board of Education will be notified thirty (30) days prior to the cancellation or expiration of any of such policies. Further, the OPM shall provide written notification to that the City, the SBC, the Meriden Public School District, and the Meriden Board of Education of the cancellation or expiration of any insurance required hereby within five (5) days of the date the OPM is first aware of such cancellation or expiration or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first.

3.5 Original, completed Certificates of Insurance must be presented to the City’s Risk Manager prior to the commencement of Services. The OPM agrees to provide replacement/renewal certificates at least thirty (30) days prior to the expiration of any insurance policy. Should any of the above-described policies be cancelled, limits reduced, or coverage altered, before the expiration date, five (5) days prior written notice must be given to the City and SBC.

ARTICLE 4 – REIMBURSABLE EXPENSES

4.1 In addition to the Fee set forth in Article 2.1 herein, the City shall reimburse the OPM for the actual cost, without markup, of reimbursable expenses such as mail, express postage, third party printing and copying and blueprinting costs, and out-of-town travel to destinations other than the Meriden, Connecticut area at Owner’s request and related expenses, and other vendor or third-party expenses that have been pre-approved in writing by Owner. The OPM shall provide documentation supporting all requests for reimbursement of expenses.

4.2 Reimbursable expenses shall not exceed $_____________ for any single month without the prior written approval of the Owner.

ARTICLE 5 – OWNER’S REPRESENTATIVE

5.1 The Owner shall designate a representative to act for the City and SBC as its representative for the purposes of this Agreement, and the Owner shall be bound by any consents or approvals given by said representative. The designation of Owner’s representative to be made hereunder shall be in writing, and may be changed by the Owner from time to time by written notice to the OPM.

ARTICLE 6 – SUSPENSION AND TERMINATION

6.1 Owner may, without cause, suspend or delay the Project in whole or in part for such period of time as the Owner may determine. The OPM’s fees may be adjusted for increases in cost or time caused by such suspension or delay to the extent that the OPM can demonstrate that it has incurred the added costs, except to the extent the Basic Services would have been suspended or delayed by other cause for which the OPM is responsible.

6.2 Upon at least thirty (30) days’ written notice to the OPM, this Agreement may be terminated by Owner for Owner’s convenience for any reason, and without cause, or in the event that the Project is cancelled for any reason. In the event this Agreement is terminated for Owner’s convenience pursuant to this Section 6.2, Owner will pay OPM for that portion of the OPM’s Fee due on Services actually performed and Reimbursable Expenses incurred by the OPM as of and through the date of such termination is effective. Such payment shall be the total extent of Owner’s liability for payment to the OPM by reason of Owner terminating this Agreement for its convenience.

6.3 Upon Owner’s written notice of a material default by the OPM, based on a material breach by the OPM or other failure of the OPM to perform its obligations under this Agreement, the OPM shall have ten (10) days thereafter to cure the default or failure to perform to the satisfaction of Owner, provided that if the OPM has commenced to cure such default or failure within said ten (10) day period, and thereafter is prosecuting same to completion, said 10-day period shall be extended if, due to the nature of the default or failure, OPM is unable to completely cure such default or failure within ten (10) days after receipt of Owner’s notice. If the OPM fails to reasonably cure a default or failure for which Owner has given notice and opportunity to cure in accordance with this Section 6.3, Owner may thereafter terminate this Agreement for cause, by giving three (3) days’ prior written notice of termination to the OPM. If the Owner terminates this Agreement for cause pursuant to this Section 6.3, the OPM shall be responsible for all costs, expenses and fees (including reasonable attorneys’ fees) incurred by the Owner as a result of the termination and the OPM’s breaches and/or failure to perform its obligations under this Agreement.

6.4 The OPM shall not have the right to terminate this Agreement unless the Owner has failed to timely make payment to the OPM of Fees for Services properly performed and/or reimbursable expenses properly incurred and not disputed by Owner in good faith, for a period of sixty (60) days after the OPM has submitted an invoice or upon written notice of default to the Owner of Owner’s material failure to perform its obligations under this Agreement. Owner shall be entitled to thirty (30) days after receipt of such invoice or notice of default to cure the default, provided that if the Owner has commenced to cure within said thirty (30) days, and thereafter is prosecuting same to completion, said thirty (30) day period shall be extended, where, due to the nature of the default, default is unable to be completely cured by Owner within thirty (30) days after receiving such notice from the OPM. If Owner fails to reasonably cure a default for which the OPM has given notice and opportunity to cure in accordance with this Section 6.4, the OPM may terminate this Agreement for cause, by giving ten (10) days’ prior written notice of termination to Owner.

ARTICLE 7 – TERM OF AGREEMENT

7.1 Term. This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with Article 6, shall continue until the completion of all Services and the satisfaction of all obligations under this Agreement, including the completion of the CTDAS post-completion audit and final closeout of the Project with

CTDAS.

7.2 Commencement of Services. The OPM shall commence the Services within ten (10) days after the Effective Date or upon written notice to proceed from the Owner, whichever is later.

ARTICLE 8 – MISCELLANEOUS

8.1 All notices required by or permitted to be given pursuant to this agreement shall be deemed validly given three (3) days after the same shall be deposited in the United States Mail, certified or registered, return receipt requested, postage prepaid, or by overnight courier addressed as noted herein to the parties as follows:

TO OWNER:

[NAME, TITLE]

City of Meriden

[ADDRESS]

[CITY, CT ZIP]

and

[NAME, TITLE]

Meriden School Building Committee

[ADDRESS]

[CITY, CT ZIP]

TO OWNER’ PROJECT MANAGER:

[NAME OF CA]

[ADDRESS]

[TOWN, CT ZIP]

Attn: [NAME, TITLE]

8.2 The captions and subheadings contained herein are for information only and shall in no way modify or limit terms, provisions or conditions hereof.

8.3 This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties.

8.4 No waiver of any of the conditions or provisions of this Agreement or of any of the rights of either Party hereunder shall be effective or binding unless such waiver shall be given in writing and signed by the Party claimed to have given, consented or suffered the waiver.

8.5 The OPM agrees to the fullest extent permitted by law, to defend, indemnify, and hold harmless the City, the SBC, the District, and the Meriden Board of Education, their members, employees, officers, officials, agents, volunteers and independent contractors, including any of the foregoing sued as individuals (collectively, the “Owner Indemnified Parties”) from and against all proceedings, suits, actions, claims, damages, injuries, awards, judgements, losses or expenses including reasonable attorney’s fees, to the extent arising out of or relating, directly or indirectly, to the OPM’s malfeasance, misconduct, negligence or failure to meet its obligations under this Agreement. The OPM’s obligations under this section shall not be limited in any way by any limitations on the amount or type of the OPM’s insurance. Nothing in this section shall obligate the OPM to indemnify the Owner Indemnified Parties against liability for damage arising out of bodily injury to persons or damage to property caused by or resulting from the negligence of the Owner Indemnified Parties. In any and all claims against one or all of the Owner Indemnified Parties made or brought by any employee of the OPM, or anyone directly or indirectly employed or contracted with by the OPM, the OPM’s obligations under this Section 8.5 shall not be limited by any limitations on the amount or type of damages, compensation, or benefits payable by the OPM under workers’ compensation acts, disability benefit acts, or other employee benefits acts. The OPM shall also be required to pay reasonable attorney’s fees incurred by the Owner Indemnified Parties in enforcing any of the OPM’s obligations under this section which obligations shall survive the termination or expiration of this Agreement.

8.6 Nothing contained in this Agreement shall be construed to mean that the OPM and City are joint venturers or partners.

8.7 It is expressly agreed that the OPM is not responsible for Project design which services shall remain the responsibility of the Architect and its subconsultants, nor shall the OPM be responsible for the actions of the CMR, subcontractors, and for any means and methods used for the construction of the Project. OPM shall not be required to secure and pay for permits, approvals, easements, assessments and charges by or payable to any Governmental Authority in connection with the design or construction of the Project. All contracts relating to the Project shall be in the name of the City and executed by the City.

8.8 This Agreement shall be governed by the laws of the State of Connecticut both as to interpretation and performance. In the event of a dispute, the parties shall negotiate in good faith. Should the dispute remain unresolved after such good faith effort, either party may pursue their legal remedies in the Superior Court of the State of Connecticut, for all purposes in connection with any action or proceeding which arises from or relates to this Agreement. Neither party shall be liable to the other for, and each party hereby waives any and all rights to claim against the other, any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, including, but not limited to, lost profits, even if the party has knowledge of the possibility of such damages.

8.9 The City agrees that it shall not knowingly hire or engage, or arrange for or attempt to arrange for, or persuade any other person to hire or engage, any employee of the OPM while such employee is employed by the OPM and for a period of ninety (90) days after the termination of such person’s employment by the OPM, provided that the OPM provides the Owner with written notice of any such termination within three business days following any such termination.

8.10 This Agreement, including all exhibits and schedules attached hereto, is the entire agreement between the City and the OPM, and supersedes and rescinds all prior agreements relating to the subject matter hereof. This Agreement may be amended only in writing signed by both the City and the OPM.

8.11 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

8.12 Assignment. The OPM shall not assign this Agreement or any interest herein, or delegate any duties hereunder, without the prior written consent of the City. Any purported assignment or delegation without such consent shall be void. The City may assign this Agreement to any successor governmental entity without the consent of the OPM.

8.13 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

ARTICLE 9 – AGREEMENT DOCUMENTS

9.1 The following documents are incorporated into, and a part of, this Agreement:

.1. Exhibit A -City of Meriden Request for Request for Qualifications and Request for Proposals for Project Management and Owner’s Representative Services New Casimir Pulaski Elementary School RFQ/P027-07 New Pulaski School, issued June 26, 2026.

.2 Exhibit B – Owner’s Representative’s Fee Proposal dated [DATE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective the day and year first above written:

CITY OF MERIDEN, CONNECTICUT

By: _______________________ ____________________ Date

Name: _____________________, its _______________

OWNER’S PROJECT MANAGER: [NAME]

By: _______________________ ____________________ Date

Name: _____________________, its _______________