RPGL-2027-24

TOWN OF GLASTONBURY

REQUEST FOR QUALIFICATIONS (RFQ)

PROFESSIONAL SERVICES PROCUREMENT

FOR

Master Sewer Plan Engineering Services

RPGL-2027-24

DUE DATE AND TIME: December 3, 2026 at 11 A.M.

The Town of Glastonbury will be accepting responses from qualified individuals or firms to provide engineering services in conjunction with a proposed update of the Town’s Sanitary Sewer Master Sewer Plan and conducting an Inflow and Infiltration Study on sewer pipes identified by the Town. Interested individuals and firms should obtain the complete RFQ and related information from the Town’s website at www.glastonburyct.gov. Responses to the Request for Qualifications must be submitted electronically no later than the time and date indicated above.

LATE SUBMISSIONS WILL NOT BE CONSIDERED.

Responses can be submitted at the following link: https://glastonburyct.bonfirehub.com/ , under the RFQ title “RPGL-2027-24 Master Sewer Plan Engineering Services”. Respondents will be required to create a profile before submitting their bid. Step-by-step instructions on how to register as a vendor are available at this website:

https://customer.eunasolutions.com/public/s/article/vendor-registration

Interested individuals and firms should obtain the complete RFQ and related information from the Town’s website at www.glastonbury-ct.gov. Responses to the RFQ must be submitted electronically no later than the time and date indicated above.

A Zoom meeting will be held on the due date and time recited above; at this time, ONLY the names of all respondents will be publicly read aloud.

The Town reserves the right to waive informalities or reject any part of, or the entire response, when said action is deemed to be in the best interests of the Town.

An Affirmative Action/Equal Opportunity Employer. Minority/Women/Disadvantaged Business Enterprises are encouraged to submit a response.

Gina Consiglio Purchasing Agent

TABLE OF CONTENTS

Page No.

Legal Advertisement 1

Table of Contents 2

Section I General Information 3

Section II Consultant Services 4

Section III Submission of RFQ Instructions and Requirements 4-8

Attachments

Attachment A – Town of Glastonbury Response Page-Required Attachment B – Statement of Non-Collusion-Required Attachment C – Sample Contract

SECTION I – GENERAL INFORMATION

EXECUTIVE SUMMARY

Currently, the Water Pollution Control Authority works with a comprehensive Sanitary Sewer Master Plan that was developed in 2015. The selected consultant shall review and update this plan as described in the General Scope section of this document. The work shall also include a Sanitary Sewer System Inflow and Infiltration (I&I) study on sewerage areas identified by the Town.

SPECIAL CONSIDERATIONS

The Town’s current Sanitary Sewer Master Plan is available on the Town website under the Engineering Department section.

GENERAL SCOPE

Investigate grant opportunities that would provide funding for updating the Town’s Sanitary Sewer

Master Plan and conducting a Sanitary Sewer System Inflow and Infiltration (I&I) Study, as well as securing available funds.

Review all existing State and Town files, reports, and plans related to the town’s sewerage facilities, master sewer planning documents, and other State and Town planning policies.

Provide a comprehensive update to the Sanitary Sewer Master Plan for the town including the following:

1. Provide planning and analysis services related to future expansion of the sewer system that reflects recognized service area needs and current state and town planning policies. Update the plan based on commercial and residential development that has transpired since the current plan was finalized. Current zoning and potential zoning changes should also be considered.

2. Update the Town’s Sanitary Sewer Capacity Model and associated criticality data.

3. Provide general recommendations for other potential maintenance and repair activities and

Capital Improvement Projects that should be pursued by the Town within the planning period based on review and understanding of the existing sewer system, including pumping stations and the Water Pollution Control Facility. This effort shall include providing financial analysis and rate impact within planning period.

4. Document findings in an updated Master Sewer Plan document.

Perform a Sanitary Sewer System Inflow and Infiltration (I&I) Study based on available funding and pipe criticality scores. Provide a formal report on the findings including recommended sewer system improvements and estimates of repair/replacement costs.

Update GIS maps as needed.

SECTION II – CONSULTANT’S SERVICES

The Consultant shall perform professional services as stated and according to instructions received from the Town. The Consultant’s services shall include all incidental services.

All drawings, reports, and other documents prepared by the Consultant according to this Agreement shall be submitted to the Town for its review and approval.

No such approval shall in any way be construed to relieve the Consultant of responsibility for technical adequacy or operate as a waiver of any of the Town’s rights under this Agreement. The Consultant shall remain liable to the Town according to applicable laws and practices for all damages to the Town caused by the Consultant’s negligent performance of any of the services furnished under this Agreement.

The Consultant shall conduct regular meetings with the Town, and other appropriate parties, at a location established by the Town to review progress. The Consultant will provide written notes of each meeting to all attending parties before the next meeting.

The Consultant’s services under agreements reached shall be as described above. The Town does not guarantee future design and construction phase work. However, any executed Consultant agreement shall contain provisions for future phases of work. The scope and fee for future phases will be negotiated at a later date pending full project funding and satisfactory Consultant performance during the study phase.

SECTION III - SUBMISSION OF RFQ

MINIMUM REQUIREMENTS

Firm/Individual shall have a Professional Engineer licensed in the State of Connecticut assigned to the project.

Firm/Individual shall have demonstrated experience with similar master sewer plan studies within the past five (5) years.

RESPONSE INSTRUCTIONS

By submitting a response, you represent that you have thoroughly examined and become familiar with the Scope of Services outlined in this RFQ and you are capable of performing the work to achieve the Town’s objectives.

All firms are required to electronically submit their response by the due date and time listed on the response page. Only the names of the firms that have responded by the due date and time will be shared via Zoom.

All respondents are required to submit the information detailed below. Responses shall be organized and presented in the order listed below to assist the Town in reviewing and rating submissions.

Responses should be presented in appropriate detail to thoroughly respond to the requirements and expected services described herein.

1. Table of Contents to include clear identification of the material provided by section and number.

2. A letter of transmittal indicating the firm's interest in providing the service and any other information that would assist the Town in making a selection. This letter must be signed by a person legally authorized to bind the firm to a contract.

3. Name and telephone number of person(s) to be contacted for further information or clarification.

4. A background statement including a description of the firm/individual submitting the response.

5. A list of staff members who would be involved with the project, including their assigned roles and a description of their background and experience.

6. A description of relevant engineering experience including specific reference to similar services as required by the Town under this RFQ.

7. List of similar projects completed over the past five (5) years with the contact’s name, address and telephone number of the owners’ representative in each project.

8. Overall approach to the engineering needs of the Town for updating the master sewer plan.

9. Proposed schedule for completion of engineering services as required to meet the Town’s intended schedule.

10. A concluding statement as to why the respondent is best qualified to meet the needs of the

Town.

11. RFQ Response Form (ATTACHMENT A).

12. Respondent is required to review the Town of Glastonbury Code of Ethics adopted July 8, 2003 and effective August 1, 2003. Respondent shall acknowledge that they have reviewed the document in the area provided on the attached Ethics Acknowledgement form included on ATTACHMENT A. The selected respondent will also be required to complete and sign a Consultant Acknowledgement Form prior to award. The Code of Ethics and the Consultant Acknowledgment Form can be accessed at the Town of Glastonbury website at www.glastonbury-ct.gov. Upon entering the website click on General Information, then Bids and Quotes which will bring you to the links for the Code of Ethics and the Consultant Acknowledgement Form. If the respondent does not have access to the internet, a copy of these documents can be obtained through the Purchasing Department at the address listed within this RFQ.

13. Statement of Non-Collusion (ATTACHMENT B).

Any technical questions regarding this RFQ shall be made in writing and directed to Mr. Jeff LeMay, Director of Waster, Refuse and Recycling at Jeff.Lemay@glastonbury-ct.gov or (860)-652-7774. For administrative questions concerning this RFQ, please contact Gina Consiglio, Purchasing Agent, at (860) 652-7588 or purchasing@glastonbury-ct.gov. All questions, answers, and/or addenda, as applicable, will be posted on the Town’s website at www.glastonbury-ct.gov (Upon entering the website click on Bids & RFPs). It is the respondent’s responsibility to check the website for addenda prior to any submission.

Failure to include any of the above-referenced items in the submitted response may be grounds for disqualifying said response.

EVALUATION CRITERIA

The following factors will be considered by the Town when evaluating submissions:

- Accuracy, overall quality, thoroughness, and responsiveness to the Town’s requirements as summarized herein.

- Demonstrated understanding of the Scope of Services.

- The qualifications and experience of the firm, the designated account representative, and other key personnel to be assigned to the project.

- Demonstrated successful performance on other projects.

- Overall approach and schedule to meet the Town’s requirements.

- Work Schedule proposed to complete the project assignment.

Following review and evaluation of submissions, the Town reserves the right to request certain additional information. Based on review and rating of the submissions, a short list of respondents will be invited to interview with the Town Selection Committee.

Based on the results of the interview process, the Town Manager will review the Scope of Services, fee structure, and other factors with the top-rated firm and negotiate a specific agreement based on these discussions.

SELECTION PROCESS

This request for qualifications does not commit the Town of Glastonbury to award a contract or to pay any costs incurred in the preparation of a submission to this request. All submissions submitted in response to this request for qualifications become the property of the Town of Glastonbury. The Town of Glastonbury reserves the right to accept or reject any or all submissions received as a result of this request, to negotiate with the selected respondents, the right to extend the contract for an additional period, or to cancel in part or in its entirety the request for qualifications, if it is in the best interests of the Town to do so.

An Evaluation Committee, appointed by the Town Manager, will evaluate all submissions received for completeness and the respondent’s ability to meet all requirements as outlined in this RFQ. The committee will then short list the specific firms whose RFQ best meet all criteria required.

Additional technical information may be requested from any respondent by the evaluation committee prior, during or after the interview for clarification purposes, but in no way changes the original submission submitted. Interviews are at the option of the evaluation committee and may or may not be conducted.

The selected respondent will be issued an Agreement (attached) and a Purchase Order to perform the work.

TIMELINE

The Town intends to adhere to the schedule listed below as closely as possible, but reserves the right to modify the schedule in the best interest of the Town as required.

Publicize RFQ November 4, 2026 RFQ Due Date December 3, 2026, by 11:00 A.M.

Shortlist of RFQ’s Received Week of December 14, 2026 Interviews with Top Respondents Week of January 4, 2027 Contract Effective Date Not later than February 17, 2027 Completion of Evaluation / Study On or Before March 1, 2028

INSURANCE

The Consultant shall, at its own expense and cost, obtain and keep in force during the entire duration of the Project or Work the following insurance coverage covering the Consultant and all of its agents, employees, sub-contractors and other providers of services and shall name the Town, its employees and agents as an Additional Insured on a primary and non-contributory basis to the Consultant’s Commercial General Liability and Automobile Liability policies. These requirements shall be clearly stated in the remarks section on the Consultant’s Certificate of Insurance. Insurance shall be written with insurance carriers approved in the State of Connecticut and with a minimum Best’s Rating of A-. In addition, all carriers are subject to approval by the Town. Minimum limits and requirements are stated below:

1) Worker's Compensation Insurance:

- Statutory Coverage

- Employer’s Liability

- $1,000,000 each accident/$1,000,000 disease-policy limit/$1,000,000 disease each employee

2) Commercial General Liability:

- Including Premises & Operations, Products and Completed Operations, Personal and Advertising

Injury, Contractual Liability and Independent Contractors.

- Limits of Liability for Bodily Injury and Building Damage

Each Occurrence $1,000,000 Aggregate $2,000,000 (The Aggregate Limit shall apply separately to each job.)

- A Waiver of Subrogation shall be provided

3) Automobile Insurance:

- Including all owned, hired, borrowed and non-owned vehicles

- Limit of Liability for Bodily Injury and Building Damage:

Per Accident $1,000,000

4) Errors and Omissions Liability or Professional Services Liability Policy Provide Errors and Omissions Liability or Professional Services Liability Policy for a minimum

Limit of Liability $1,000,000 each occurrence or per claim. The awarded Consultant(s) will be responsible to provide written notice to the Owner 30 days prior to cancellation of any insurance policy.

The Consultant agrees to maintain continuous professional liability coverage for the entire duration of this Project, and shall provide for an Extended Reporting Period in which to report claims for seven (7) years following the conclusion of the Project.

5. Umbrella (Excess Liability)

Each Occurrence $1,000,000

Aggregate $1,000,000

The Consultant shall provide a Certificate of Insurance as "evidence" of General Liability, Auto Liability including all owned, hired, borrowed and non-owned vehicles, statutory Worker's Compensation and Employer's Liability and Professional Services Liability coverage.

The Consultant shall direct its Insurer to provide a Certificate of Insurance to the Town before any work is performed. The awarded Consultant(s) will be responsible to provide written notice to the Owner 30 days prior to cancellation of any insurance policy. The Certificate shall evidence all required coverage including the Additional Insured on the General Liability and Auto Liability policies and Waiver of Subrogation on the General Liability policy. The Consultant shall provide the Town copies of any such insurance policies upon request.

INDEMNIFICATION

To the fullest extent permitted by law, the Consultant shall indemnify and hold harmless the Town and the Board of Education and their respective consultants, agents, and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including but not limited to fees and charges of engineers, attorneys and other professionals and court and arbitration costs) to the extent arising out of or resulting from the performance of the Consultant’s work, provided that such claim, damage, loss or expense is caused in whole or in part by any negligent act or omission by the Consultant, or breach of its obligations herein or by any person or organization directly or indirectly employed or engaged by the Consultant to perform or furnish either of the services, or anyone for whose acts the Consultant may be liable.

As to any and all claims against the Town or any of its consultants, agents or employees by any employee of Consultant, by any person or organization directly or indirectly employed by Consultant to perform or furnish any of the work, or by anyone for whose acts Consultant may be liable, the indemnification obligation stated herein shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Consultant under worker’s or workman’s compensation acts, disability benefit acts or other employee benefit acts. The above insurance requirements are the Town’s general requirements. Insurance requirements with the awarded respondent are subject to final negotiations.

ATTACHMENT A

REQUEST FOR QUALIFICATION - RESPONSE PAGE

RFQ NO: RPGL-2027-24 DATE DUE:

November 4, 2026DATE ADVERTISED:

December 3, 2026

11:00 AMTIME DUE:

NAME OF PROJECT: Master Sewer Plan Engineering Services

The Respondent acknowledges receipt of the following Addenda:

Addendum #1 (Initial/Date) Addendum #2 (Initial/Date) Addendum #3 (Initial/Date)

It is the responsibility of the respondent to check the Town’s website for any Addenda before submitting to the RFQ.

CODE OF ETHICS:

I / We have reviewed a copy of the Town of Glastonbury’s Code of Ethics and agree to submit a Consultant Acknowledgement Form if I /We are selected.

Yes No *

*Respondent is advised that effective August 1, 2003, the Town of Glastonbury cannot consider any submission where the respondent has not agreed to the above statement.

Type or Print Name of Individual Doing Business as (Trade Name)

Signature of Individual Street Address

Title City, State, Zip Code

Date Telephone Number / Fax Number

E-Mail Address SS # or TIN#

(Seal – If submission is by a Corporation) Attest

ATTACHMENT B

TOWN OF GLASTONBURY

PROFESSIONAL SERVICES PROCUREMENT NOTICE

REQUEST FOR QUALIFICATIONS

NON-COLLUSION STATEMENT

The company submitting this response certifies that it is being submitted without any collusion, communication or agreement as to any matter relating to it with any other respondent or competitor. We understand that this response must be signed by an authorized agent of our company to constitute a valid submission.

Date:

Name of Company:

Name and Title of Agent:

By (SIGNATURE):

Address:

Telephone Number:

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made as of the day of , 2022, between the Town of Glastonbury, Connecticut (the “Town”), and NAME OF FIRM, TOWN, STATE (the “Consultant”).

ARTICLE I

SCOPE OF CONSULTANT’S SERVICES

The Town hereby retains the Consultant as an independent contractor to provide professional services for Master Sewer Plan Engineering Services for the Town, as more fully described in the Town’s request for proposal identified as RPGL-2027-24, attached hereto as Exhibit A, and made a part hereof.

1.1.1 The Town wishes to retain the Consultant to provide consulting services, as outlined in RPGL-2027-24 Master Sewer Plan Engineering Services (the “Project”) and as more particularly described in Exhibit A. The Scope of Services (the “Work”), as defined in Exhibit A, includes providing services required to summary description of project. *insert summary from RFP/RFQ.

The Consultant shall provide professional services and coordinate the Work as1.1.2 instructed by the Town and in accordance with Exhibit A.

The Consultant acknowledges that the timely performance of its services and the1.1.3 Work is an important element of this Agreement. Accordingly, the Consultant shall make every effort to complete the Work according to the schedule as mutually agreed upon between the Town and the Consultant and as described in Exhibit A.

1.1.4a All days referenced in this Agreement shall be considered as calendar days. The following services: construction documents, Town permitting and bidding shall be completed within forty-five (45) calendar days of the execution of this Agreement.

The Final Report/PLAN and all submittals, in a format acceptable to the Town, shall be completed and delivered to the Town on or before DATE. Construction Administration shall be completed as mutually agreed upon by the Town and the Consultant. Exclusive of this time is the time for the review by other requisite agencies and the Town that shall be documented by the transmittal letters.

The Town agrees to review and approve or reject all drawings, data and documents submitted by the Consultant within twenty (20) days after receipt by the Town.

** 1.1.4a verbiage may need to be changed depending on project.

This Agreement constitutes the complete agreement of the parties and supersedes1.1.4b all prior oral or written understandings on the Project.

1.2 The Consultant shall designate a representative (“Consultant’s Representative”) authorized to act on the Consultant’s behalf with respect to the Consultant’s services as described in the Consultant's proposal attached hereto as Exhibit B, and

Attachment C made a part hereof. The Consultant’s Representative shall be name and title of consultant’s representative.

1.3 The Consultant’s services shall be performed in a manner, sequence and timing so that they will be coordinated with those of any other parties involved with the Project or the Work.

1.4 The Consultant’s services shall be performed in a workmanlike manner consistent with industry standards, as expeditiously as is consistent with professional skill and care and the orderly progress of the Work schedule specified in Exhibit A. As the Project proceeds the schedule may be adjusted by mutual agreement in writing signed by both parties. The schedule shall include allowances for periods of time required for the Town’s review and for approval of submissions by other governmental authorities having jurisdiction over the Project. The Consultant shall recommend to the Town that appropriate investigations, surveys, tests, analyses and reports be obtained as necessary for the proper execution of the Consultant’s services and Work. Time is of the essence to complete the Project and the Project will be done in accordance with the schedule established by the Town.

1.5 The Consultant shall not be responsible for the acts or omissions of the Town, the

Town’s other consultants, contractors, subcontractors, their agents or employees or other persons performing any of the work on the Project, except to the extent such acts or omissions are due to the negligence of the Consultant or its sub-consultants, agents, or employees, or their failure to perform their responsibilities and obligations under this Agreement.

1.6 All meetings with Town staff members required under this Agreement shall be held in the Town of Glastonbury at locations established by the Town. The Consultant will provide written minutes of each meeting within ten (10) days.

1.7 Upon completion of the Project or in the event this Agreement is terminated for any reason before completion of the Project, notwithstanding copyright laws applicable thereto, the work product of the Consultant pursuant to this Agreement, including but not limited to all completed, unfinished or partially completed documents, drawings and data shall be the sole and exclusive property of the Town. Upon completion or other termination of this Agreement, the Consultant shall deliver to the Town electronic copies in Word format or other formats that can be retrieved/opened in Word format and machine reproducible copies of all documents, drawings and data pertaining to this Agreement prior to the final payment being made. This provision shall survive the termination or expiration of the Agreement.

1.8 No report, information, specification, or data given to, or prepared or assembled by the Consultant, shall be made available to any person or organization by the Consultant without the prior written approval of the Town.

ARTICLE II

TOWN’S RESPONSIBILITIES

2.1 The Town shall designate a representative (“Town’s Representative”) authorized to act on the Town’s behalf with respect to the Project and to coordinate with the Consultant’s Representative. The Town’s Representative for the Project shall be name and title of Town’s representative. The Consultant’s instructions shall be received solely from the Town’s Representative.

2.2 The Town shall, upon reasonable notice, provide available information within the

Town’s control to the Consultant as necessary for the performance of the Consultant’s services and Work. Any failure by the Town to provide such information shall not excuse the Consultant from performing any of its duties under this Agreement.

ARTICLE III

CONTRACT PRICE

3.1 The Town shall pay the Consultant for services rendered under this Agreement in accordance with the following terms:

3.1.1 The total Consultant’s fee, excluding reimbursable expenses for the Project, shall be a lump sum amount of Written (no commas) and 00/100 Dollars ($XX,XXX). The basic services included in the fee include the Work as outlined in Exhibit A.

Additional services shall not be performed unless and until authorized in writing by the Town.

3.1.1a The Consultant may submit invoices monthly in proportion to the Work completed up to the final payment amount provided in Article III, Section 3.1.1b.

3.1.1b The final payment to the Consultant will be a minimum of $1,000 and will be paid upon final completion of all Work contained in this Agreement, to the Town’s satisfaction, and the Consultant providing all of the material described in Article I, Section 1.7.

3.2 The Consultant’s fees will include all salaries, fringe benefits, pensions and similar contributions and benefits of the Consultant’s personnel engaged on the Project, and all the Consultant’s expenses with the exception of those specifically enumerated as reimbursable expenses in its fee proposal attached hereto as Exhibit C. The Town shall have no responsibility for the payment of these costs by the Consultant to its employees or any third party. Any reimbursable expenses will be only those Town authorized, direct, out-of-pocket expenses at the cost paid by the Consultant. No surcharging of these costs will be permitted.

3.3 The Consultant may provide services in addition to and outside the Work described in Exhibit A (“Additional Services”). The Consultant shall not provide such Additional Services unless the Town gives prior written authorization. Such authorization shall also include the agreed-upon charge for the Additional Services.

Any claimed Additional Services by the Consultant shall be deemed basic services under this Agreement, if performed without prior written authorization.

3.4 The Consultant shall submit invoices no more frequently than once a month. The

Town shall approve or reject the Consultant’s invoices within fifteen (15) days of submittal. Such invoices will be due and payable within thirty (30) days of approval. However, failure of the Town to either approve or reject such invoices within fifteen (15) days or to pay any invoice within thirty (30) days of approval will not authorize the Consultant to stop or suspend work on the Project.

3.5 The Town will make final payment to the Consultant upon completion of all Work set forth in this Agreement, to the Town’s satisfaction. Total payments to the Consultant upon completion of all Work shall equal the fee set forth in this Agreement, plus any approved charges for Additional Services. Payment of all such compensation will discharge all financial responsibility and liability of the Town to the Consultant under this Agreement.

3.6 The Town reserves the right to withhold payments, in whole or in part, on account of any breaches of this Agreement by the Consultant.

ARTICLE IV

INSURANCE

4.1 The Consultant shall, at its own expense and cost, obtain and keep in force during the entire duration of the Project or Work the following insurance coverage covering the Consultant and all of its agents, employees, sub-contractors and other providers of services and shall name the Town of Glastonbury and its employees and agents as an Additional Insured on a primary and non-contributory basis to the Consultant’s Commercial General Liability and Automobile Liability policies. All policies should also include a Waiver of Subrogation. These requirements shall be clearly stated in the remarks section on the Consultant’s Certificate of Insurance. Insurance shall be written with insurance carriers approved in the State of Connecticut and with a minimum Best’s Rating of A-VIII. In addition, all carriers are subject to approval by the Town. Minimum limits and requirements are stated below:

4.1.1 Worker's Compensation Insurance:

- Statutory Coverage

- Employer’s Liability

- $1,000,000 each accident/$1,000,000 disease-policy limit/$1,000,000 disease each employee

- A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury and its employees and agents

4.1.2 Commercial General Liability:

- Including Premises & Operations, Products and Completed Operations, Personal and Advertising Injury, Contractual Liability and Independent Contractors.

- Limits of Liability for Bodily Injury and Building Damage

Each Occurrence $1,000,000 Aggregate $2,000,000 (The Aggregate Limit shall apply separately to each job.)

4.1.3 Automobile Insurance:

- Including all owned, hired, borrowed and non-owned vehicles

- Evidence a Combined Single Limit of Liability for Bodily Injury and Building Damage: Per Accident $1,000,000

4.1.4 Errors and Omissions Liability or Professional Services Liability Policy

- Provide Errors and Omissions Liability or Professional Services Liability Policy for a minimum Limit of Liability $1,000,000 each occurrence or per claim.

- The Consultant agrees to maintain continuous professional liability coverage for the entire duration of this Project, and shall provide for an Extended Reporting Period in which to report claims for seven (7) years following the conclusion of the Project.

4.2 The Consultant shall provide a Certificate of Insurance as "evidence" of General

Liability, Auto Liability including all owned, hired, borrowed and non-owned vehicles, statutory Worker's Compensation and Employer's Liability and Professional Services Liability coverage.

4.3 The Consultant shall direct its Insurer to provide a Certificate of Insurance to the

Town before any work is performed. The Consultant will be responsible to provide written notice to the Town sixty (60) days prior to cancellation or non-renewal of any insurance policy. The Certificate shall evidence all required coverage including the Additional Insured on the General Liability and Auto Liability policies and Waiver of Subrogation on the General Liability policy, Automobile Liability and Workers

Compensation policies. The Consultant shall provide the Town copies of any such insurance policies upon request.

ARTICLE V

INDEMNIFICATION

5.1 To the fullest extent permitted by law, the Consultant shall indemnify and hold harmless the Town and its employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including but not limited to reasonable fees and charges of engineers, attorneys and other professionals and court and arbitration costs) to the extent arising out of or resulting from the performance of the Consultant’s work, provided, and only to the extent, that such claim, damage, loss or expense is caused by any negligent act or omission by the Consultant, or breach of its obligations herein or by any person or organization directly or indirectly employed or engaged by the Consultant to perform or furnish either of the services, or anyone for whose acts the Consultant may be liable.

5.2 As to any and all claims against the Town or any of its employees by any employee of the Consultant, by any person or organization directly or indirectly employed by the Consultant to perform or furnish any of the work, or by anyone for whose acts the Consultant may be liable, the indemnification obligation stated herein shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Consultant under worker’s or workman’s compensation acts, disability benefit acts or other employee benefit acts.

5.3 The provisions of this Article shall survive termination or expiration of this

Agreement.

ARTICLE VI

ARBITRATION

6.1 If the parties are unable to settle disputes by non-binding mediation pursuant to

Paragraph 6.5 below, the Town, at its sole discretion and option, may have all claims, disputes or other matters in question between the parties to this Agreement decided by arbitration in accordance with the Commercial or Construction Industry Arbitration Rules of the American Arbitration Association (whichever is appropriate) then pertaining unless the parties mutually agree otherwise in writing.

No arbitration arising out of or related to this Agreement shall include, by consolidation, joiner or in any other manner, any additional person or entity not a party to this Agreement except by written consent containing a specific reference to this Agreement and signed by the Town. Any consent to arbitration involving any additional person or entity shall not constitute consent to arbitration of any dispute not described therein or with any person not named or described therein.

6.2 If the Town consents to arbitration, notice of demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration

Association. The demand shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.

6.3 If the Town consents to arbitration, the award rendered by the arbitrator shall be final and not subject to appeal, and judgment may be entered upon in accordance with the laws of the State of Connecticut.

6.4 If the Town does not consent to arbitration, all disputes shall be subject to determination by a court of competent jurisdiction. The venue for such action shall be the Connecticut Superior Court, Judicial District of Hartford, at Hartford, Connecticut.

6.5 Prior to arbitration, the parties shall endeavor to settle disputes by non-binding mediation in accordance with the Commercial or Construction Industry Mediation Rules of the American Arbitration Association (whichever is applicable) currently in effect, unless the parties mutually agree otherwise in writing. Demand for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. A demand for mediation shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matters in question would be barred by the applicable statute of limitations.

ARTICLE VII

AUDIT

7.1 The Consultant shall maintain books, records, documents, and other evidence directly pertinent to performance of its Work on the Project. All financial documentation prepared and maintained in connection with this Agreement shall be maintained according to accepted accounting principles and practices.

7.2 The Town or any of its duly authorized representatives, upon reasonable notice, shall have access to such books, records, documents and other evidence for inspection, audit and copying. The Consultant will provide proper facilities for such access and inspections.

7.3 Audits conducted pursuant to this Article of the Agreement shall be done according to accepted auditing standards and established procedures and guidelines of the reviewing or audit agency.

7.4 The Consultant shall maintain records and make them available during the duration of this Agreement and until six (6) years from the date of the last payment made by the Town.

ARTICLE VIII

TERMINATION

8.1 This Agreement may be terminated by either party by thirty (30) days written notice in the event of substantial failure to perform in accordance with the terms of this Agreement by the other party through no fault of the terminating party and providing such breach is not corrected within seven (7) days of receipt of said notice. If this Agreement is terminated by reason of the Town’s breach, the Consultant shall be compensated for services performed prior to the termination notice date and for its reimbursable expenses then due. The Consultant shall not be entitled to its anticipated profit. If this Agreement is terminated by reasons of the Consultant’s breach, then payment shall be withheld pending resolution of its obligations thereunder. In any event, the Consultant shall not be relieved of any responsibilities, warranties or obligations under this Agreement as a result of a breach or failure to perform by either party.

8.2 This Agreement may be terminated by the Town upon not less than seven (7) days written notice to the Consultant in the event that the Project is permanently abandoned. If the Project is abandoned by the Town for more than ninety (90) consecutive days, the Consultant may terminate this Agreement by giving written notice. In the event the Town terminates this Agreement because the Project is abandoned, the Consultant shall be compensated for services performed prior to the termination, together with all reimbursable expenses then due. The Consultant shall not be entitled to its anticipated profit. In any event, the Consultant shall not be relieved of any responsibilities, warranties or obligations under this Agreement as a result of a breach or failure to perform by either party.

8.3 The Town may terminate this Agreement for its convenience upon not less than seven (7) days written notice to the Consultant. In the event that this Agreement is terminated for convenience by the Town, the Consultant shall be compensated for services performed prior to termination, together with reimbursable expenses then due. The Consultant shall not be entitled to its anticipated profit.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 If the Consultant observes or otherwise becomes aware of any fault or defect in the

Project, prompt written notice thereof shall be given by the Consultant to the Town.

Failure to give such notice or, upon exercise of reasonable diligence, to become aware of such fault or defect, shall constitute a breach of this Agreement by the Consultant, and the Consultant shall be responsible for any damages, including consequential damages, incurred by the Town.

9.2 The Consultant shall not have control over acts or omissions of any others performing work on the Project, except where such acts or omissions are due to the negligence of the Consultant or its sub-consultants or their failure to perform their responsibilities and obligations under this Agreement.

9.3 The Consultant shall cooperate with the Town and any contractor performing work on the Project in scheduling and performing the Consultant’s Work to avoid conflict, delay in or interference with the work of the contractor, subcontractors or the Town’s own employees.

9.4 If, in rendering the Work described herein, the Consultant finds it necessary to subcontract work to sub-consultants, the Consultant will obtain written approval from the Town prior to the selection of said sub-consultants and the Consultant will be solely responsible for the payment of other such sub-consultants from the fee stated herein. Nothing herein shall be deemed to create a legal relationship between the Town and said sub-consultants.

9.5 Failure to insist upon strict compliance with any terms, covenants or conditions hereof will not be deemed a waiver of such terms, covenants or conditions, nor any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time.

9.6 This Agreement may be executed in one or more counterparts, each of which will be an original instrument and all of which together will constitute one and the same instrument.

9.7 If any provision of this Agreement is found to be invalid or illegal by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties agree to substitute for the invalid provision another which most closely effectuates the legal and economic intent of the invalid provision within the bounds of the law. Each and every provision of law and change required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such portion is not inserted or is not correctly inserted, then upon the application of either party, the Agreement shall forthwith be physically amended to make such insertion.

9.8 Both parties acknowledge and agree that this Agreement has been freely negotiated by both parties and that, in any dispute over the meaning, interpretation, validity or enforceability of this Agreement or any of its terms or conditions, there shall be no presumption whatsoever against either party by virtue of that party having drafted this Agreement or any portion thereof.

9.9 This Agreement shall be binding upon the parties, their successors, executors, administrators, and assigns. Neither the Town nor the Consultant shall assign, or otherwise transfer its respective interest in this Agreement without the express written consent of the other.

9.10 This Agreement shall be governed and construed in accordance with the laws of the

State of Connecticut.

[The Execution Page Follows]

IN WITNESS WHEREOF, the parties to these presents have hereunto set their hands and seals on the ___________ day of ________________ 2026.

WITNESS: FOR THE TOWN:

Jonathan K. Luiz Town Manager _____________________________ Town of Glastonbury

WITNESS: FOR THE CONSULTANT:

(Signature)

(Print Name)

(Print Title)

Name of Firm

APPROVED AS TO FORM: APPROVED AS TO FUNDING:

Michael C. Collins, Partner Keri Rowley Halloran Sage, LLP Director of Finance and Administrative Services As Town Attorney Town of Glastonbury Town of Glastonbury