Pest_Management_General_Services_Agmt.docx

GENERAL SERVICES AGREEMENT

(Pest Management Services)

THIS AGREEMENT between the parties dated the ___ day of ___________________, 20__ (the "Agreement") is hereby entered into between _____________________________________, with offices at ____________________________________(the "Provider") and the City of Bridgeport, with offices at 45 Lyon Terrace, Bridgeport, Connecticut 06604 (the "City") on the following terms and conditions:

WHEREAS the City requires the services of the Provider for the purpose of assisting the City in tasks involving the________________________________, including but not limited to ______________________________________________; and

WHEREAS, the City issued a Bid Solicitation dated ______; [Addendum No. 1 dated ______, Addendums ____ dated ______ ] (hereinafter referred to collectively as “Bid Solicitation”) copies of which are attached hereto and made a part of this Agreement as Exhibit A seeking bid proposals from vendors to perform those services; and

WHEREAS, in response to the Bid Solicitation, the Provider submitted a Bid dated ______ and received on ______, a copy of which is attached hereto and made a part of this Agreement as Exhibit B; and

WHEREAS, Provider is willing to provide the services described herein and as specifically directed by the City for the compensation, and in compliance with the terms and conditions, set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:

1. General Undertaking. The parties are entering into this Agreement for the purpose of engaging the Provider to perform Pest Management Services throughout the City, as more specifically outlined in the Scope of Services attached hereto and incorporated herein as part of Exhibit A (the "Services").

2. Term of Engagement. This Agreement shall commence within _____ ( ) business days of the date last below written and shall continue in full force and effect for _____ years or until the earlier termination of this Agreement as provided herein, whichever occurs first ("Term"). Termination shall have no effect on the City's obligation to pay for Services rendered through such earlier termination for work that has been completed in accordance with the terms of this Agreement and which has been accepted in due course by the City. On expiration of the Term City shall have the option, in its sole discretion but with Provider’s consent, to extend this Agreement for up to Three (3) separate one (1) year Term extensions.

3. Record of Activities. The Provider shall maintain contemporaneous daily time records of hours and tasks performed in sufficient detail requested by the City, which records shall be submitted to the City _____________ (monthly/annually) during the Term, or unless otherwise directed by the City. Unless otherwise stated, all work schedules shall be considered a material part of this Agreement.

4. Payment.

(a) Source of Funds. The Provider's activities under this Agreement will be funded by ___________________ and paid by the City to the Provider to compensate the Provider for the Services performed in accordance with this Agreement; provided, however, that the parties may agree in the future to continue the services of the Provider in accordance with the terms of the City's purchasing ordinance. The parties understand that the Provider will provide its Services in accordance with its Bid, up to a maximum not-to-exceed amount of $______________.

(b) Payment. The Provider will submit its invoices with all backup documentation, including hours (to the quarter hour), activities conducted, reimbursable expenses with receipts, and the like, to the City on a monthly basis for the prior month's Services rendered and any reimbursable expenses incurred, which invoices the City shall pay within forty-five (45) days of receipt and approval of a complete invoice.

(c) Reimbursement for Goods. The sale of any goods to the City, if any, by the Provider as part of its Services and for which the Provider will be seeking reimbursement under Section 4(b) herein shall be and are hereby governed by the terms of the City’s Purchase Order.

5. Acceptability of Information and Reports Supplied by the Provider. Any and all information and reports, whether supplied orally or in writing by the Provider, shall be based upon consistent and reliable data-gathering methods and may be relied upon by the City.

6. Proprietary Rights. It is not anticipated that the Provider will develop or deliver to the City anything other than Services with incidental goods and certain written reports or recommendations. Nevertheless, the City shall own all right, title and interest in such the Provider's work under this Agreement to the extent such work provides analyses, findings, or recommendations uniquely related to the Services to be rendered. The Provider expressly acknowledges and agrees that its work constitutes "work made for hire" under Federal copyright laws (17 U.S.C. Sec. 101) and is owned exclusively by the City and, alternatively, the Provider hereby irrevocably assigns to the City all right, title and interest in and irrevocably waives all other rights (including moral rights) it might have in its work under this Agreement. The Provider shall, at any time upon request, execute any documentation required by the City to vest exclusive ownership of such work in the City (or its designee). The Provider retains full ownership of any underlying techniques, methods, processes, skills or know-how used in developing its Services under this Agreement and is free to use such knowledge in future projects.

7. Confidential Information.

(a) Acknowledgment of Confidentiality. Each party hereby acknowledges that it may be exposed to confidential and proprietary information belonging to the other party or relating to its affairs, including materials expressly designated or marked as confidential (“Confidential Information”). Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the party, (iii) information received by a party from a third party who was free to disclose it or (iv) information required to be disclosed under the Connecticut Freedom of Information Act.

(b) Covenant Not to Disclose. Each party hereby agrees that during the Term and at all times thereafter it shall not use, commercialize or disclose the other party's Confidential Information to any person or entity, except to its own employees who have a "need to know," to such other recipients as the other party may approve in writing in advance of disclosure, or as otherwise required by court order, statute or regulation. Each party shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses in safeguarding its own Confidential Information, but in no event shall a party use less than reasonable care and due diligence. Neither party shall alter or remove from any software, documentation or other Confidential Information of the other party (or any third party) any proprietary, copyright, trademark or trade secret legend.

8. Noncircumvention. [INTENTIONALLY OMITTED]

9. Injunctive Relief. The parties acknowledge that violation by one party of the provisions of this Agreement relating to violation of the other party’s Proprietary Rights or Confidential Information rights would cause irreparable harm to the other party not adequately compensable by monetary damages. In addition to other relief, it is agreed that preliminary and permanent injunctive relief may be sought without the necessity of the moving party posting bond to prevent any actual or threatened violation of such provisions.

10. Representations and Warranties.

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

(a) The Provider represents that it has the requisite experience to undertake and complete the Services pursuant to the requirements of this Agreement and has in its employ or will hire qualified and trained personnel to perform the Services required.

(b) The Provider represents that it can commence the Services promptly within five (5) business days of the receipt of any given task order and will complete the Services in a timely manner on a schedule to be approved by the City.

(c) The Provider represents that it is financially stable and has adequate resources and personnel to commence and complete the Services required in a timely fashion.

(d) The Provider’s performance of the Services described herein, and its representation of the City, will not result in a conflict of interest, will not violate any laws or contractual obligations with third parties, and is an enforceable obligation of the Provider.

(e) The Provider will not subcontract any of the work to third parties without prior written notice to the City and receipt of the City’s prior written consent.

(f) The Provider represents that neither it, nor any of its officers, directors, owners, employees or permitted subProviders, have committed a criminal violation of or are under indictment of a federal or state law arising directly or indirectly from its business operations or reflects on its business integrity or honesty that resulted or may result in the imposition of a monetary fine, injunction, criminal conviction or other penal sanction, and further represents that the Provider, its officers, directors, owners, employees, agents and subProviders shall comply with the requirements of all laws, rules and regulations applicable to the conduct of its business or the performance of the Services under this Agreement.

(g) The Provider represents that it will perform the Services in a good and workmanlike manner and will diligently pursue the completion of same in accordance with the terms of this Agreement.

(h) The Provider represents that it possesses all licenses and permits that may be required to perform the Services required by this Agreement.

(i) The Provider represents and warrants that the performance of the Services will not infringe upon or misappropriate any United States copyright, trademark, patent, or the trade secrets or other proprietary material of any third persons. Upon being notified of such a claim, the Provider shall (i) defend through litigation or obtain through negotiation the right of the City to continue using the Services of the Provider; (ii) rework the Services to be rendered so as to make them non-infringing while preserving the original functionality, or (iii) replace the Services with the functional equivalent. If the City determines that none of the foregoing alternatives provide an adequate remedy, the City may terminate all or any part of this Agreement and, in addition to other relief, recover the amounts previously paid to the Provider hereunder.

11. Remedies & Liabilities.

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

(b) Liabilities. THE CITY SHALL NOT BE LIABLE TO THE PROVIDER FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT IN AN AMOUNT EXCEEDING THE TOTAL CONTRACT PRICE FOR THE DELIVERABLE AT ISSUE. EXCEPT FOR VIOLATIONS BY THE PROVIDER OF SECTION 6 ("PROPRIETARY RIGHTS") OR SECTION 7 ("CONFIDENTIAL INFORMATION"), NEITHER PARTY SHALL BE LIABLE HEREUNDER FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT) SUSTAINED BY THE OTHER PARTY OR ANY OTHER INDIVIDUAL OR ENTITY FOR ANY MATTER ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE PARTIES HEREBY EXPRESSLY ACKNOWLEDGE THAT THE FOREGOING LIMITATION HAS BEEN NEGOTIATED BY THE PARTIES AND REFLECTS A FAIR ALLOCATION OF RISK.

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

If to the City:

with a copy to:

If to the Provider:

At the address specified above.

with a copy to:

13. Termination For Default; Termination For Convenience.

(a) This Agreement shall terminate upon expiration of the Term or upon the earlier termination by one of the parties in accordance with the terms hereof. In addition to other relief, either party may terminate this Agreement if the other party breaches any material provision hereof and fails after receipt of written notice of default to advise the other party in writing within five (5) business days of its intentions with respect to such default and in any event corrects or cures such default within ten (10) business days of the receipt of notice of default. If such default cannot be cured or corrected within such 10-day period and the defaulting party details in writing to the other the reasons why such default cannot be so corrected or cured, the other party shall give an additional thirty (30) day period to correct or cure such default and the defaulting party shall with best efforts and due diligence promptly commence and consistently pursue corrective or curative action reasonably acceptable to the aggrieved party to completion. Either party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, or if a receiver is appointed or a petition in bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days. Termination shall have no effect on the parties' respective rights or obligations under Section 7 ("Confidential Information"), Section 9 ("Injunctive Relief") or Section 10 ("Warranties").

(b) The Provider may not terminate for convenience. The City may terminate for convenience upon giving written notice of termination.

14. Resolution of Disputes and Choice of Law. The parties agree that all disputes between them arising under this agreement or involving its interpretation, if they cannot be first resolved by mutual agreement, shall be litigated in the Courts of the State of Connecticut, Judicial District of Fairfield at Bridgeport and the Agreement shall be exclusively governed, interpreted and construed under the laws of the State of Connecticut; Provider consents to the jurisdiction of such court. The City reserves the right to require the joinder and participation of the other party to this agreement in any other arbitration or litigation involving a claim by another party that relates to the subject matter set forth in this agreement and, reserves the additional right, if necessary or desirable in the City’s sole determination, to join or implead the other party to this agreement into such arbitration or litigation when doing so is deemed by the City to be in its best interests.

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

16. Security, No Conflicts. Each party agrees to inform the other of any information made available to the other party that is classified or restricted data, agrees to comply with the security requirements imposed by any state or local government, or by the United States Government, and shall return all such material upon request. Each party warrants that its participation in this Agreement does not conflict with any contractual or other obligation of the party or create any conflict of interest prohibited by the U.S. Government or any other government and shall promptly notify the other party if any such conflict arises during the Term.

17. Indemnification; Insurance.

(a) Indemnification. The Provider agrees to defend, indemnify and hold harmless the City, its elected officials, officers, department heads, employees and agents from and against any and all claims, liabilities, obligations, causes of action for damages arising out of the negligence or misconduct of the Provider, including direct damage to the City’s property, and costs of every kind and description arising from work or activities under this agreement and alleging bodily injury, personal injury, property damage regardless of cause, except that the Provider shall not be responsible or obligated for claims arising out of the sole proximate cause of the City, its elected officials, officers, department heads, employees or agents. This representation shall survive termination of the Agreement.

(b) Insurance requirements: See Insurance Rider attached hereto and made a part hereof as Exhibit C, all terms and conditions of which Rider are incorporated herein by reference.

18. Nondiscrimination. The Provider agrees not to discriminate, nor permit discrimination, against any person in its employment practices, in any of its contractual arrangements, in all services and accommodations it offers the public, and in any of its other business operations on the grounds of race, color, national origin, religion, sex, disability or veteran status, marital status, mental retardation or physical disability, unless it can be shown that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut, and further agrees to provide the Commissioner of Human Rights and Opportunities with information which may be requested from time to time by the Commission concerning the employment practices and procedures of both parties as they relate to the provisions of Section 4-114a of the Connecticut General Statutes and any amendments thereto. This agreement is subject to the provisions of the Governor’s Executive Order No. 3 promulgated June 16, 1971, and, as such, this Agreement may be canceled, terminated, or suspended by the State Labor Commission for violation of, or noncompliance with, Executive Order No. 3, or any State or Federal law concerning nondiscrimination, notwithstanding that the Labor Commissioner is not a party to this agreement. The parties to this agreement, as part of the consideration hereof, agree that Executive Order No. 3 is incorporated herein and made a part hereof. The parties agree to abide by Executive Order No. 3 and agree that the State Labor Commissioner shall have continuing jurisdiction in respect to performance in regard to nondiscrimination, until the agreement is completed or terminated prior to completion. The parties agree as part of the consideration hereof that this agreement is subject to the Guidelines and Rules issued by the State Labor Commissioner to implement Executive Order No. 3 and that they will not discriminate in employment practices or policies, will file reports as required, and will fully cooperate with the State of Connecticut and the State Labor Commissioner.

For any contract in which the value to the Provider exceeds $25,000, the Provider further agrees in accordance with the City’s Municipal Code that:

A. The Provider agrees and warrants that during the performance of this contract it will not discriminate or permit discrimination against any person or group of persons because of race, color, religion, sex, age or national origin in any manner prohibited by the laws of the United States or of the state of Connecticut, and further agrees to take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, age or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-off or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Provider shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the office of contract compliance setting forth the provisions of this section.

B. The Provider will, in all solicitations or advertisements for employees placed by or on behalf of the Provider, state that all qualified applicants will receive equal consideration for employment without regard to race, color, religion, sex, age or national origin.

C. The Provider will send to each labor union or other representative with which he has a collective bargaining agreement or other contract or understanding, and to each vendor with which he has a contract or understanding, a notice to be provided advising the labor union or workers' representative of the Provider's commitments under this division, and shall post copies of such notice in conspicuous places available to employees and applicants for employment.

D. The Provider will comply with all provisions of this section and with all rules and regulations or orders issued by the City.

E. The Provider will provide the City with such information requested by said office concerning the employment pattern, practices and procedures of the Provider as relate to the provisions of subsections A through C of this section and rules and regulations and/or orders issued pursuant thereto.

F. In the event of the Provider's noncompliance with the nondiscrimination clauses of the contract or with any rule, regulation or order issued under this section, the contract may be canceled, terminated or suspended, in whole or in part, and such other sanctions may be imposed and remedies invoked as are provided under the provisions of Section 3.12.100(D) and rules, regulations or orders issued pursuant thereto, or as otherwise provided by federal and state laws.

G. The Provider will include the provisions of subsection A of this section, in every subcontract or purchase order unless exempted by rules, regulations or orders of the office of contract compliance issued pursuant to Section 3.12.060, so that such provision will be binding upon each subProvider or vendor. The Provider will take such action with respect to any subcontract or purchase order as the City may direct as a means of enforcing this section, including sanctions for noncompliance in accordance with the provisions of Section 3.12.100. (Prior code § 2-302)

19. Communications. All communications shall be made orally or in writing with __________________________ of the _______________Office or, in his/ her absence, the _______________________________________ or his/her respective designee. Any written report requested from the Provider shall be sent in draft form for review prior to finalization.

20. Miscellaneous.

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

(b) Modifications. This Agreement may be modified or amended only by a writing signed by the party against whom enforcement is sought.

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

(d) Excusable Delay. The parties hereto, respectively, shall not be in default of this Agreement if either is unable to fulfill, or is delayed in fulfilling, any of its respective obligations hereunder, or is prevented or delayed from fulfilling its obligations, in spite of its employment of best efforts and due diligence, as a result of extreme weather conditions, natural disasters, catastrophic events, casualties to persons or properties, war, governmental preemption in a national emergency, enactment of law, rule or regulation or change in existing laws, rules or regulations which prevent any party’s ability to perform its respective obligations under this agreement, or actions by other persons beyond the exclusive control of the party claiming hindrance or delay. If a party believes that a hindrance or delay has occurred, it shall give prompt written notice to the other party of the nature of such hindrance or delay, its effect upon such party’s performance under this agreement, the action needed to avoid the continuation of such hindrance or delay, and the adverse effects that such hindrance or delay then has or may have in the future on such party’s performance. Notwithstanding notification of a claim of hindrance or delay by one party, such request shall not affect, impair or excuse the other party hereto from the performance of its obligations hereunder unless its performance is impossible, impractical or unduly burdensome or expensive, or cannot effectively be accomplished without the cooperation of the party claiming delay or hindrance. The occurrence of such a hindrance or delay may constitute a change in the scope or timing of service, and may result in the need to adjust the contract price or contract time in accordance with the terms of this Agreement.

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

(f) Partial Waiver. The waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions. No delay or failure by the City in enforcing any or all of its rights herein shall be construed or considered to be a waiver of such right and/or remedy and shall not prevent the City’s future enforcement thereof.

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

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

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

(j) Property Access. The parties understand that it is the City’s obligation to obtain legal access to City property where the Provider's Services are to be performed. The Provider shall not be held liable for any unlawful entry onto any property where such entry has been ordered, requested or directed by the City in writing.

(k) Electronic Signatures. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed or signed and scanned, and that any electronic or scanned signatures appearing on this Agreement, or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

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

1. This Agreement, as may be amended in a writing signed by the Parties;

2. The Bid Solicitation including all Addenda;

3. Provider’s response to Bid Solicitation.

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

CITY OF BRIDGEPORT

PROVIDER

APPROVED AS TO FORM:

OFFICE OF THE CITY ATTORNEY

By:__________________________

EXHIBIT C

INSURANCE RIDER

As a provider of Services, the Provider 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 Provider's policies.

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

Minimum Scope and Limits of Insurance:

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

Commercial General Liability: With respect to all operations the Provider performs it shall carry Commercial General Liability insurance providing for a total limit of One Million Dollars ($1,000,000) coverage per occurrence for all damages arising out of bodily injury, personal injury, property damage, products/completed operations, and contractual liability coverage for the indemnification obligations arising under this Agreement. The Annual Aggregate limit shall not be less than Two Million Dollars ($2,000,000).

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

Professional Liability: The Provider shall provide Professional Liability Insurance covering errors and omissions. Such insurance shall be in an amount no less than $1,000,000 each claim and $1,000,000 Aggregate. Such insurance coverage shall remain in place for seven years after City’s acceptance of Provider’s work, and if Provider’s insurance coverage is written on a “claims made” basis, such seven-year requirement can be satisfied through a combination of an extended reporting period and tail coverage.

Pollution and Fumigation Liability Insurance: Provider shall carry insurance providing One Million Dollars ($1,000,000) in coverage.

Acceptability of Insurers: The Provider'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 Provider 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's Corporation Counsel and to the City’s Finance Department (Attn: Risk Manager) 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 Provider 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 Provider 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 Provider 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 Provider’s Services.

Waiver of Governmental Immunity: Unless requested otherwise by the City, the Provider 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 as an Additional Insured with respect to the Provider's activities to be performed under this Agreement. Provider’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: Provider 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 Provider shall furnish Certificate(s) of Insurance to the City. The Certificate(s) will specify all parties who are endorsed on the policy as Additional Insureds (or Loss Payees). The Certificates and endorsements for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. Renewals of expiring Certificates shall be provided prior to expiration but no more than fifteen (15) days after policy renewal.

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

“City of Bridgeport, its 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”

Bridgeport, Connecticut 06604”

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