On-CALL_ENVIRONMENTAL_TESTING,_MONITORING_&_CONSULTING_.docx

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

MASTER AGREEMENT

BY AND BETWEEN

CITY OF BRIDGEPORT

AND

FOR

ON-CALL ENVIRONMENTAL TESTING, MONITORING & CONSULTING SERVICES

THIS AGREEMENT, entered into this day of ____________, 2026 (the “Effective Date”), by and between the BRIDGEPORT BOARD OF EDUCATION (the “BBOE”), having a principal address at 45 Lyon Terrace Bridgeport, Connecticut 06604, and _______________________ an organization existing under the laws of the State of _______________ with a principal place of business at _____________________________ (the “Contractor”). The BBOE and Contractor are referred to herein collectively as the “Parties” and individually as “Party”.

WITNESSETH THAT:

WHEREAS, the BBOE requires the removal and/or containment of asbestos at certain schools within the City from time to time; and

WHEREAS, as a result the BBOE released an Invitation to Bid #_______________ for asbestos abatement of flooring, mastic, piping and caulking plus containment costs at ____________________, a copy of which package is attached hereto as Exhibit 1 and the terms and specifications of which Invitation are incorporated herein by reference (“Bid Solicitation”) for qualified and experienced firms to provide task-based services on an on-call as needed basis; and

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

WHEREAS, the BBOE has selected the Contractor, based on the representations made in the Contractor’s Proposal, for task driven on call ENVIRONMENTAL TESTING, MONITORING & CONSULTING SERVICES ; and

WHEREAS, the Contractor has agreed to perform the required services in accordance with the terms set forth herein and any applicable Task Order (defined below) issued pursuant to this Agreement by the BBOE, in a diligent, professional and timely manner.

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

Article 1. Employment of the Contractor

1.01. The BBOE hereby engages the Contractor and the Contractor hereby agrees to perform the Services hereinafter set forth in Article 2; the parties agree that this Agreement specifically incorporates by reference each of the recitals set forth in the Whereas paragraphs above as well as the terms of each document contained in the BBOE’s Bid Solicitation including but not limited to the City’s General Conditions “Rev. February 10, 2026”. The principal in charge of the Services to be performed hereunder by the Contractor pursuant to this Agreement shall be _________________, its ________________, or such other qualified person designated by the Contractor in writing and approved by the BBOE. _________________________ (hereinafter, the “Director”), will oversee the performance of the required Services under this Agreement on behalf of the BBOE. This Agreement is awarded on a single-vendor basis; during the Term, the BBOE intends to issue Task Orders, at its discretion, subject to the terms herein.

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

B. Unless disclosed in the Contractor’s Bid, the Contractor shall not subcontract any of the Services to be performed by it under this Agreement without the express, prior written approval of the Director.

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

Article 2. Scope of Services

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

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

2. Standard of Care.

The Contractor covenants and agrees that it will perform its Services under each Task Order/Quote issued under this Agreement in accordance with the generally prevailing standards of care and practices of its profession. The Contractor assumes full and complete responsibility for the accuracy of all products of its Services and that of any subconsultants .The Contractor shall also be responsible for verifying the accuracy of all information and documents provided to it by the BBOE. All asbestos testing and/or abatement work shall be completed according to all local, state and federal regulations, including but not limited to: Asbestos Containing Materials in Schools Regulations CGS Sections 19a-329 through 19a-334, EPA 40 CFR Parts 61 and 763, Asbestos Containing Materials in Schools, Subpart E, Sections 763.80 through 763.99 (AHERA REGS), C.G.S. 19a-14, 19a-17, 19a-332a-333, 20-435-20-442 and all other applicable statutes and regulations

A. Travel and Mileage. No travel time, mileage, or transportation-related charges shall be billable under this Agreement.

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

2.02. In performing the Services under a Task Order/Quote issued pursuant to this Agreement, the Contractor shall meet with staff representatives of the BBOE as often as reasonably necessary and shall also be available upon request to meet and consult with members and staff of various departments of the City, and with other persons or entities, including Federal and/or State officials.

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

A. All of the materials, if any, prepared by the Contractor under a Quote issued pursuant to this Agreement, including any partially completed documents, shall be the sole and exclusive property of the BBOE. The Contractor shall label all drawings and documents accordingly. The BBOE shall use materials prepared by the Contractor solely for the purpose of the projects for which the Contractor has been engaged pursuant to this Agreement..

2.04. In performing the Services under a Task Order issued pursuant to this Agreement, the Contractor shall meet with staff representatives of the BBOE as often as reasonably necessary and shall also be available upon request to meet and consult with members and staff of various departments of the City, and with other persons or entities, including Federal and/or State officials.

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

A. All of the materials prepared by the Contractor under a Task Order issued pursuant to this Agreement, including any partially completed documents, shall be the sole and exclusive property of the BBOE. The Contractor shall label all drawings and documents accordingly. The BBOE shall use materials prepared by the Contractor under said Task Order solely for the purpose of the projects for which the Contractor has been engaged pursuant to this Agreement. The Contractor, only upon prior written approval by the BBOE, may publish materials prepared under a Task Order. Notwithstanding the foregoing or anything in this Agreement to the contrary, the BBOE acknowledges that the drawings and data developed in the performance of this Agreement are not intended or represented to be suitable for use or reuse by the BBOE or others on any other project without written verification or adaptation by the Contractor.

2.06. The Contractor shall maintain and shall require each of its subcontractors and suppliers to maintain, accurate and complete Records. As used in this section, “Records” means all (i) labor hours worked by Contractor’s employee in performing the Service under a Task Order issued pursuant to this Agreement; (ii) correspondence, submittals, reports, transmittals, logs, notes, summaries, meeting minutes, drawings, specifications, results, estimates, requirements, and any other written documentation or information generated, received, kept or stored by the Contractor in the course of or related to the performance of any Task Order issued pursuant to this Agreement; and (iii) any other records required to be maintained pursuant to Exhibit 1 of Agreement, including Section 2.5 thereof. Said Records shall be organized, maintained and secured by the Contractor, and made available to the BBOE in ordinary course of performance, in accordance with the requirements of Section 2.5 of Exhibit 1. The Contractor shall make all of its Records concerning the aforementioned Services available at all reasonable hours for audit and inspection by the BBOE, and its agents. The BBOE shall make all requests for any audit or inspection in writing and shall provide the Contractor with reasonable advance notice which in no event shall exceed ten (10) business days prior to the requested audit. The Contractor shall keep and preserve or cause to be kept and preserved all of its and it subcontractor and suppliers Records until the latter of: (1) one year after the expiration or earlier termination of this Agreement, as the same may be modified for any reason (the “Agreement Retention Period”); or (2) with respect to Records concerning a specific Task Order, (i) six (6) years, or (ii) the Agreement Retention Period, whichever occurs latter (the “Task Order Retention Period”). The Agreement Retention Period and Task Order Retention Period collectively referred to herein as the “Record Retention Period.” If any litigation, claim or audit, directly or indirectly pertaining to the Services or the projects which said Services are being performed pursuant to this Agreement (including any Task Order issued hereunder) is started before the expiration of the Record Retention Period, the Records shall be retained until all litigation, claims or audit findings involving the records have been finally resolved. The BBOE may request an audit or inspection at any time during this period. If any audit is started before the expiration of this period, the Contractor shall retain or cause to be retained all Records until all audit findings have been resolved. The Contractor shall cooperate fully with the BBOE in connection with an audit under this Section.

2.07. <<Intentionally Omitted>>

Article 3. BBOE’s Responsibilities

3.01. The BBOE shall provide the Contractor with information in its possession regarding requirements for the Services and shall use commercially reasonable efforts to obtain such other information as may be requested by the Contractor to perform the Services required under a Task Order issued pursuant to this Agreement. If necessary, the BBOE shall assist the Contractor in obtaining any other information necessary for the Contractor to perform said Services. However, the BBOE shall not be responsible for and shall not warrant the accuracy or content of any of the information or data set forth in the documents that it provides or assists the Contractor in obtaining. The Contractor expressly agrees that it shall make no claim against the BBOE for any alleged damages arising out of the information or data provided or obtained by the BBOE. The Contractor shall be responsible at its own expense to make all reasonable and necessary field inspections and to perform such other tasks needed to verify all information provided or obtained by the BBOE.

Article 4. Time Provisions

4.01. This Agreement shall commence upon the Effective Date and continue for a period of ___________________ (___) year(s) therefrom (the “Initial Term”). The BBOE shall have the option to extend the Agreement for up to _______________ (__) additional year(s) (“Extension Period”) on the same terms and conditions as the Initial Term by providing written notice thereof. The Initial Term and Extension Period are collectively referred to herein as the “Term.”

4.02. Notwithstanding the above, this Agreement shall remain in effect until all outstanding Task Orders issued prior to the end of the Term are complete, unless earlier terminated by either Party pursuant to the terms of this Agreement.

Article 5. Compensation

5.01. Compensation. The BBOE shall compensate the Contractor for the satisfactory performance of the Services under each Task Order issued pursuant to this Agreement based on the Hourly Rate Schedule set forth in Exhibit 2 (the Contractor’s Proposal Response Form) up to the not to exceed amount stipulated in the Task Order. Notwithstanding the foregoing, the total amount of fees payable under this Agreement, inclusive of reimbursable expenses, shall not exceed _______________________________________ DOLLARS AND 00/100 CENTS ($_____________________) for each year of the Initial Term. The total amount of fees payable under this Agreement for any Extension Period shall not exceed _________________________________ AND 00/100 CENTS ($__________________) for each year thereof. Any increase in Compensation must be memorialized by written agreement signed by all parties hereto.

5.02. Payment Terms. For the Services performed under a Task Order issued pursuant to this Agreement, the BBOE shall pay the Contractor on the basis of a monthly itemized invoice setting forth the Services covered by the invoice and the compensation due to the Contractor based upon the applicable Hourly Rates set forth in Exhibit 2. The BBOE may, prior to making any payment under this Section, require the Contractor to submit such additional information as is reasonably requested. The BBOE shall make payment within forty-five (45) days of receipt of the invoice and confirmation of its accuracy. Acceptance by the Contractor of final payment for the Services performed under a Task Order issued pursuant to this Agreement shall constitute a full and complete release of the BBOE, its officers and agents, of all claims, demands and liabilities to the Contractor related to said Task Order.

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

5.03. Unauthorized Charges. The Contractor expressly understands and agrees that the BBOE shall not be liable for the payment of any Services or other work performed by the Contractor, its subcontractors and consultants based upon unauthorized representations of or directions from officers, agents or employees of the BBOE other than the Director which exceed the Budget for this Project (“Unauthorized Charges”) unless the Contractor submits in writing to the BBOE within thirty (30) days of rendering Services or other work that is not authorized or that may exceed the Budget a request for approval of such Unauthorized Charges. Nothing contained herein shall oblige the BBOE for payment of Unauthorized Charges.

5.04. Non-Appropriation. The Parties hereto understand that the BBOE is dependent upon receiving annual appropriations or budgeted funds for each Fiscal Year (Fiscal Year = July 1 through June 30 each year) and to continue this Agreement throughout its Term. Notwithstanding provisions to the contrary, the BBOE may terminate this Agreement at the end of any Fiscal Year if sufficient appropriations or budgeted funds are not available to pay the annual compensation totals stated herein, by giving thirty (30) days written notice that the necessary funding has been denied.

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

Article 6. Insurance

6.01. The Contractor agrees to obtain at its own cost and expense all insurance required by the Insurance Rider, a copy of which is annexed hereto and incorporated herein as Exhibit 3 and to keep the same in continuous effect for a period of three (3) years following expiration or termination of this Agreement pursuant to Article 4. Before commencing the Services under any Task Order, the Contractor shall furnish to the City’s Office of the City Attorney and to MyCOI, per the Insurance Rider, 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. Each insurance certificate shall be endorsed to name the BBOE and City of Bridgeport as an additional insured party on a primary and noncontributory basis (except for professional liability and worker’s compensation coverage) and shall provide that the insurance company providing coverage shall notify the City by certified mail at least thirty (30) days prior to the effective termination of or any change in the policy or policies providing coverage. No change in the coverage provided hereunder shall be made without the prior written approval of the City.

All insurance shall be purchased and maintained at no cost or expense to the BBOE or City and the Contractor shall be responsible for the full amount of any deductible.

Article 7. Indemnification

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

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

Nothing in this provision, or elsewhere in this Agreement, shall be deemed to relieve the Contractor of its duty to defend the Indemnitees, as specified in this Agreement, pending a determination of the respective liabilities of the Parties by legal proceeding or agreement.

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

Article 8. General Provisions

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

8.02. The BBOE may at any time and for any reason terminate this Agreement, including any Task Order issued pursuant to this Agreement, for convenience by written notice specifying the termination date, which shall be not less than seven (7) days from the date such notice is given. In the event of such termination, applicable Services shall be paid for in such amount as shall compensate the Contractor for the portion of the Services satisfactorily performed prior to termination. Such compensation shall not however, include unabsorbed home office overhead or lost profits. The Contractor’s compensation upon a termination for convenience shall be fixed by the BBOE after consultation with the Contractor, and shall be subject to audit by the BBOE. Termination under this section shall not give rise to any claim against the BBOE or City for damages or for compensation in addition to that provided hereunder.

8.03. In the event the BBOE determines that (i) there has been a material breach by the Contractor of any of the terms of the Agreement, including any Task Order issued pursuant to this Agreement, or (ii) that the Contractor refuses or has failed to perform the required Services under a Task Order issued pursuant to this Agreement or any part thereof in a timely, professional and diligent manner as will ensure its completion in accordance with the requirements hereof, the BBOE has the right, power and authority to terminate the applicable Task Order for cause upon providing the Contractor three (3) days written notice. By the terms of this Agreement, the BBOE may, but is not obligated to, provide the Contractor with a reasonable opportunity to cure the breach before the termination becomes effective. In the event the BBOE terminates the Agreement for cause, the Contractor shall be obligated to pay the BBOE for any losses, damages, costs and expenses sustained or incurred thereby.

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

In the event of a termination for cause, all costs, expenses, losses, damages and any and all other charges incurred by the BBOE under a Task Order issued pursuant to this Agreement shall be charged to the Contractor and deducted and/or paid by the BBOE out of any monies due or payable or to become due or payable to the Contractor under said Task Order and/or other Task Orders issued pursuant to this Agreement. If any such costs exceed the sum due or to become due to the Contractor, then, upon demand, the Contractor shall pay the excess amount to the BBOE. In computing the amounts chargeable to the Contractor, the BBOE shall not be held to a basis of the lowest prices for which the completion of the Services or any part thereof, but it shall charge to the Contractor, and the Contractor shall be liable for, all sums actually paid and expenses actually incurred in affecting prompt completion of the Services subject to the Task Order. The BBOE’s rights described herein are in addition to any other rights and remedies provided by law.

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

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

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

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

8.05. Contractor shall not assert any claim arising out of any act or omission by any agent, officer or employee of the BBOE in the execution or performance of this Agreement (including any Task Order issued pursuant thereto) against any such agent, officer or employee individually. Such claims may be made against the BBOE.

8.06. No member of the governing body of the City or BBOE, and no other officer, employee, or agent of the City or BBOE shall have any personal interest, direct or indirect, in this Agreement (including any Task Order issued pursuant thereto), except as permitted by the Code of Ethics of the City of Bridgeport. The Contractor covenants that no person having any such interest shall be employed in the performance of this Agreement (including any Task Order issued pursuant thereto).

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

8.08. The Contractor shall commit no trespass on any private property in performing any of the Services required by this Agreement (including any Task Order issued pursuant thereto).

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

8.10. This Agreement (specifically including any schedules, addenda, riders and exhibits) and each Task Order issued pursuant thereto, as applicable, incorporates all understandings of the Parties and supersedes any and all agreements, negotiations, commitments and writings reached by the Parties prior to the execution of this Agreement, whether oral or written. If any schedule, addenda, rider, or exhibit conflicts with any other provision of the Agreement, such conflict shall be resolved by adopting the provision that imposes the greater obligation upon the Contractor.

8.11. Each and every provision and clause required by law to be inserted in this Agreement (including any Task Order issued pursuant thereto) shall be deemed to be inserted in said Agreement and Task Order, and the Agreement and Task Order shall be read and enforced as though such provisions and clauses were included herein. If, through mistake or otherwise, any such provision is not inserted or is not correctly inserted, then, upon the written consent of the Parties, this Agreement shall forthwith be amended to make such insertion.

8.12. The BBOE and the Contractor each binds itself and its successors and assigns to the other Party and to such Party's successors and assigns with respect to all covenants of this Agreement (including any Task Order issued pursuant thereto). The Contractor shall not assign or transfer any interest in this Agreement (including any Task Order issued pursuant thereto) without the prior written approval of the BBOE.

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

8.14. The Contractor covenants that it shall have no interest in the projects which are the subject matter of this Agreement and will not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and duties hereunder, including any Task Order issued pursuant thereto. The Contractor further covenants that, in the performance of this Agreement (including any Task Order issued pursuant thereto, no person having any such interest shall be employed by it.

The Contractor represents and warrants that it has not employed or retained any person, other than a bona fide full time salaried employee working solely for the Contractor to solicit or secure this Agreement, and that it has not paid or agreed to pay any person (other than payments of fixed salary to a bona fide full time salaried employee working solely for the Contractor) any fee, commission, percentage, gift or other consideration, contingent upon or resulting from the award or making of this Agreement. The Contractor represents that no person or persons not named in the Contractor’s qualification and proposal, have any financial or personal interest in the Contractor’s performance hereunder. The Contractor shall be deemed to affirm the representation herein with respect to each Task Order upon the Contractor’s execution thereof.

For the breach or violation of this provision, without limiting any other rights or remedies to which the BBOE may be entitled or any civil or criminal penalty to which any violator may be liable, the BBOE shall have the right, in its discretion, to terminate this Agreement without liability, and to deduct from the payments to be made pursuant to this Agreement, or otherwise to recover the full amount of such fee, commission, percentage, gift or consideration.

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

To the Contractor: At the address set forth above.

8.16. The Contractor represents to the BBOE as follows:

A. That it has, and has exercised, the required corporate power and authority and has complied with all applicable legal requirements necessary to adopt, execute and deliver this Agreement and to assume the responsibilities and obligations created hereunder on behalf of the Contractor; and

B. That this Agreement is duly executed and delivered by a duly authorized representative, in accordance with such duly authorized representative's powers to bind the Contractor hereunder, and constitutes a valid and binding obligation enforceable in accordance with its terms, conditions and provisions.

C. Employees performing the Services a properly licensed and/or certified. Contractor shall produce copies or any licenses or certifications on request by the City.

D. The Contractor shall dispose of manifested waste disposal at an approved landfill, with proper labeling, sealing, and transport documentation. Contractor shall be responsible for all waste handling costs and compliance

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

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

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

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

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

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

Date:____________________

CONTRACTOR

By: ______________________________

Duly Authorized

Date:____________________

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

By:______________________________ Associate City Attorney

Attachment A

FORM

ASBESTOS REMOVAL/CONTAINMENT SERVICES TASK ORDER

Task Order No. ____ Task Order Date: ____________ __, 20___ Subject to the Master Agreement by and between the BRIDGEPORT BOARD OF EDUCATION and ______________________________ (the “Contractor”) dated ______ __, 202___, for Project No. ___________ for On-Call ASBESTOS REMOVAL/CONTAINMENT SERVICES (hereinafter referred to as the “Agreement”), the BBOE hereby directs the Contractor to perform the services specified in this Task Order No. ___ in accordance with the Agreement and subject to the terms and conditions thereof.

BRIDGEPORT BOARD OF EDUCATION

BY:_______________________

Duly Authorized

EXHIBIT 1

SOLICITATION

EXHIBIT 2

BID

EXHIBIT 3

INSURANCE RIDER

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

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

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

Minimum Scope and Limits of Insurance:

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

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

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

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

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

Environmental/Pollution Liability: Contractor is required to provide environmental and remediation (Contractor’s Pollution Liability –CPL-) insurance in the amount of One Million Dollars ($1,000,000) per claim limit and One Million Dollars ($1,000,000) aggregate limit per occurrence. If such insurance is written on a claims-made basis, the Contractor shall maintain such coverage continuously throughout the term of work for a period of seven (7) years following acceptance of the work by the City.

Builders Risk Insurance All Risks and Extended Coverage: All Risk with Replacement Cost Coverage Form shall be maintained by the Contractor upon the entire part of any structure on which the Work is to be done in one hundred (100%) percent of the insurable value of the Contract amount thereof, including terms of labor and materials connected therewith. This insurance includes the interests of the City of Bridgeport, Contractor, subcontractors, sub-subcontractors and shall insure against the perils of fire and extended coverage and shall include “all risk” insurance for physical damage, including but not limited to, windstorm, hailstorm, tornado, theft, vandalism, and malicious mischief coverage. The property insurance shall include the fees of an architect necessary to be incurred in repairs or reconstruction of the Work.

Construction Professional Liability Insurance: In the event Contractor is providing (directly or indirectly) engineering, architecture, design, surveying, construction management or other consulting, Contractor shall provide professional liability covering errors and omissions. Such insurance shall be in an amount not less than $1,000,000 per occurrence and $1,000,000 in the aggregate.

"Tail" Coverage: If any of the required liability insurance is on a "claims made" basis, "tail" coverage will be required at the completion of the Project for a duration of seven (7) years, or the maximum time period reasonably available in the marketplace. Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage, provided its retroactive date is on or before the effective date of this Agreement. If continuous "claims made" coverage is used, Contractor shall be required to keep the coverage in effect for a duration of not less than seven (7) years following acceptance of the work by the City.

Acceptability of Insurers: The Contractor's policies shall be written by insurance companies licensed to do business in the State of 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 City Attorney's Office as 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 Contractor 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 City, 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.

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 the Bridgeport Board of Education as an Additional Insured with respect to the Contractor's 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: The Contractor hereby waives the right to subrogate or seek recovery from City of Bridgeport 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.

All insurance documents required should be provided to 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 the City Attorney’s sole discretion if the City Attorney determines that the City's interests will be adequately protected by the provision of different types or other amounts of coverage.

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

“City of Bridgeport, its Bridgeport Board of Education, their 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 sent to the City of Bridgeport City Attorney, 999 Broad Street, Bridgeport, CT 06604 and uploaded to MyCOI, the City’s…