PRCH26REG0011_RFQ.pdf

The Connecticut General Assembly

Joint Committee on Legislative Management

Martin M. Looney

Senate President Pro Tempore

Bob Duff, Senate Majority Leader Stephen Harding, Senate Republican Leader

Michael Harrington Executive Director

Matthew Ritter Speaker of the House

Jason Rojas, House Majority Leader

Vincent J. Candelora, House Republican Leader

REQUEST FOR QUOTE

CAPITOL GROUNDS LIGHTING FIXTURES

PRCH26REG0011

PROPOSAL DUE DATE: July 30, 2026 TIME: 12:00pm (noon)

Procurement Timeline

Issue the RFQ

Posted on the DAS State Contracting Portal.

June 23, 2026, 5:00pm

Question Deadline

Questions shall be submitted via email to:

CGAPurchasing@cga.ct.gov

June 29, 2026, 12:00pm

Answers & Amendments to RFQ

All amendments to the RFQ and response to written questions will be published on the DAS State Contracting Portal

July 17, 2026, 5:00pm

Quote Delivery

All quotes shall be submitted via email to:

July 30, 2026, 12:00pm

Official Agency Contact Information Attention: Mary Enderlin CGA Purchasing Group Office of Legislative Management Legislative Office Building; Room 5100 300 Capitol Avenue Hartford, CT 06106

(860) 240-0100

Suite 5100 * Legislative Office Building * Hartford, CT 06106-1591 * (860) 240-0100 * fax (860) 240-0122 * jclm@cga.ct.gov mailto:CGAPurchasing@cga.ct.gov mailto:jclm@cga.ct.gov

TABLE OF

CONTENTS

PART A SCOPE OF WORK……………………………………………………………………………………………………………………………………………………………………………... 2

A.1 CONNECTICUT GENERAL ASSEMBLY

A.2 PROJECT SCOPE

A.3 REQUIRED QUALIFICATIONS

A.4 TERM OF CONTRACT

PART B COMPENSATION

B.1 INVOICES……………………………………………………………………………………………………………………………………………….2

B.2 PAYMENT TERMS………………………………………………………………………………………………………………………………………3

B.3 FIFTEEN DOLLAR MINIMUM

PART C INSTRUCTIONS TO RESPONDENTS

PART D EVALUATION

ATTACHMENTS

Attachment A Specifications

Attachment B Pricing Page Attachment C CGA Terms & Conditions

PART A SCOPE OF WORK

A. 1 Connecticut General Assembly

The Connecticut General Assembly (CGA) is the legislative branch of government of the State of Connecticut.

Through statutory enactments, the Joint Committee on Legislative Management (JCLM) is responsible for the coordination and management of legislative affairs and the supervision and approval of any and all legislative expenditures. The JCLM is comprised of the top legislative leaders from each political party and works through a subcommittee system. The Personnel Policies Subcommittee is comprised of the Senate President Pro Tempore of the Senate, the Senate Republican President Pro Tempore, the Speaker of the House of Representatives, the Majority Leaders of the House and Senate chambers and the Minority leaders of the House chamber. This Subcommittee is responsible for establishing legislative personnel policies, guidelines, regulations, and salary schedules, and also approves legislative expenditures exceeding $50,000.

A.2 Project Scope

The CGA is seeking to purchase lighting fixtures for the Capitol grounds, as detailed in Attachment A Specifications.

A.3 Required Qualifications

Respondents shall demonstrate their qualifications to provide the goods as outlined in Section A.2 by providing a list of previous fulfillments similar in scale.

A.4 Term of Contract

The Contract will be in effect from the date the Contract is executed by both Vendor and the CGA ("Effective Date") and end upon 12 months thereafter, with the option to extend this Contract up to an additional year upon mutual agreement of both parties.

PART B COMPENSATION

Quotes must reflect all costs and any payment discounts on the Pricing Page included in this RFQ on Attachment B. There shall be no reimbursement for travel or other expenses. All costs of consumable materials and shipping shall be included in the Pricing provided on Attachment B.

B. 1 Invoices

The CGA reserves the right to reject invoices for payment if they are not considered properly prepared as defined above. A properly prepared invoice shall include: (a) The purchase order number, (b) Invoice date,

(c) Invoice number, (d) Description of the goods provided (e) All invoices shall reflect the lines on the signed purchase order. Invoices shall be submitted upon completion of the work.

2.

B.2 Payment Terms

Payments for Goods and Services shall be made only after the CGA receives and accepts that equipment and/or services and after it receives a properly completed invoice. Payment for all accepted Goods and/or Services shall be due within forty-five (45} days after acceptance of the Goods and/ or Services (in arrears) in accordance with Conn. Gen. Stat. §4a-71 or thirty (25) days if the Contractor is a certified small contractor or minority business enterprise as defined in Conn. Gen. Stat. § 4a-60g.

B.3 Fifteen Dollar Minimum

Pursuant to General Statutes §2-71p(i), "Each contract for contractual services entered into by the committee on and after July 1, 2015, shall require the contractor awarded such contract, and each subcontractor of such contractor, to pay each of the contractor's or subcontractor's employees providing services under such contract, and that are performed or rendered at the Legislative Office Building or the State Capitol, a wage of at least (1) fifteen dollars per hour, or (2) if applicable, the amount required to be paid under subsection (b) of section 31-57f,whichever is greater. The provisions of this subsection shall not apply to any employee providing services under such contract who receives services from the Department of Developmental Services.

PART C INSTRUCTIONS TO RESPONDENTS

All quotes shall be submitted via email to CGAPurchasing@cga.ct.gov. The title of the email must include the CAPITOL GROUNDS LIGHTING FIXTURES PRCH26REG0011. Respondents shall submit the following documentation in the following order and format. The CGA reserves the right to disqualify any Quote which does not include the following documentation.

1. Experience and Knowledge: All respondents shall demonstrate the required qualifications as listed in section A.3 above.

2. Pricing Page: All respondents shall complete the Pricing Page which is included in Attachment B.

3. Terms and Conditions: Acknowledgement of the Terms and Conditions included in Attachment C which will apply to the Contract resulting from this RFQ.

4. Forms: Respondents shall submit the following forms along with the electronic copy of the proposal only.

The forms listed below include links to the fillable forms which can be completed and submitted electronically.

Proof_of_Authorization.pdf Certification_Form.pdf CHRO Form_Fillable.pdf Vendor_Profile_Form.pdf W-9_Form.pdf Notice_to_Contractors_of_Campaign_Contribution_and_Soliciation_Limitations_Form.pdf

3.

mailto:CGAPurchasing@cga.ct.gov file://PRDFS1/OLMDATA/Contracts/Templates/6.%20Forms/Certification_Form.pdf file://PRDFS1/OLMDATA/Contracts/Templates/6.%20Forms/Certification_Form.pdf file://PRDFS1/OLMDATA/Contracts/Templates/6.%20Forms/CHRO%20Form_Fillable.pdf file://PRDFS1/OLMDATA/Contracts/Templates/6.%20Forms/Vendor_Profile_Form.pdf file://PRDFS1/OLMDATA/Contracts/Templates/6.%20Forms/W-9_Form.pdf file://PRDFS1/OLMDATA/Contracts/Templates/6.%20Forms/Notice_to_Contractors_of_Campaign_Contribution_and_Soliciation_Limitations_Form.pdf

5. Lighting Specifications: Respondents shall provide manufacturer's documentation.

6. Confidential Information: The respondent shall clearly specify which information contained in the Proposal response is respondent Information and therefore should be considered exempt by the CGA from disclosure under the Freedom of Information Act (FOIA}. The respondent may not merely state generally that the materials are proprietary or confidential in nature and not, therefore, subject to release to third parties. Those particular sentences, paragraphs, pages or sections that the respondent believes are exempt from disclosure under the FOIA must be specifically identified as such. Convincing explanation and rationale sufficient to justify each exemption consistent with the FOIA must accompany the request. The rationale and explanation must be stated in terms of the prospective harm to the competitive position of the respondent that would result if the identified material were to be released and the reasons why the materials are legally exempt from release pursuant to the

FOIA.

7. Documentation Required Subsequent to Contract Award: The awarded respondent shall provide proof of the following subsequent to the Contract award:

a. Insurance Certificate: The minimum required levels of insurance are listed the Terms and

Conditions section of this RFQ. The awarded respondent must name the State of CT/CT General Assembly as an additional insured.

b. Nondiscrimination Certification: The execution and submittal of this certificate is a condition precedent to the CGA's executing the Contract, unless the Contractor is exempt from this statutory requirement, in which case the Contractor must obtain a written waiver from the State's Commission on Human Rights and Opportunities.

c. Materials and workmanship warranty documentation: Respondent shall guarantee all materials and workmanship under the specifications and the Contract for a period of one (1) year from the date of final acceptance by owner. During this guarantee period, all defects developing through faulty equipment, materials or workmanship shall be corrected or replaced immediately by Respondent without expense to the CGA. Such repairs or replacements shall be made to the engineer's satisfaction.

d. Manufacturer's warranty documentation: Respondent shall provide a manufacturer which shall guarantee the product for three (3) years against ordinary wear and tear, or deficiencies in any or all of the component materials of the product.

PART D EVALUATION

The quotes will be awarded to the lowest qualified bidder as defined in General Statutes §2-71p(f}(1).

4.

ATTACHMENT A

SPECIFICATIONS

Contract Title:

Contract Number:

Capitol Grounds Lighting Fixtures

The awarded respondent shall provide the goods as depicted below:

LCZ-CA-PLED-V-SQ-W-36LED-875MA-405K-

UNV[120-277V]-PT27-RAL-9005-T[BLACK] with

RRT4-PT

ATTACHMENT B

Pricing Page

Contract Title:

Contract Number:

Capitol Grounds Lighting Fixtures

Pricing Reflects the following:

Pricing to be inclusive of all fees & shipping costs.

Payment Terms Standard payment terms are net forty-five (45) days or thirty (25) days if the Contractor is a certified small contractor or minority business enterprise as defined. in Conn. Gen. Stat. § 4a-60g.

Please indicate any early payment discount terms: % Discount, Days

Please indicate if you are Connecticut SBE/MBE: SBE □ MBE □ The undersigned agrees to furnish all services and/or goods/commodities to the CT General Assembly as described in the Contract at the prices listed above.

Company Name:

Company Address:

Signature:

Name (Printed):

Email:

Office Phone #:

DESCRIPTION QUANTITY AMOUNT

LCZ-CA-PLED-V-SQ-W-36LED-875MA-

405K-UNV[120-277V]-PT27-RAL-9005-

T[BLACK] with RRT4-PT

TOTAL COST

*Quote to include pole top reducer to slip over existing HADCO poles.

Delivery lead time (calendar days):

Estimated delivery date:

CGA TERMS AND CONDITIONS

Attachment C Page 1 of 22

1. Definitions. Unless otherwise indicated, the following terms shall have the following corresponding definitions:

(a) Bid: A Bid submitted in response to a

Solicitation.

(b) Claims: All actions, suits, claims, demands, investigations and proceedings of any kind, open, pending or threatened, whether mature, unmatured, contingent, known or unknown, at law or in equity, in any forum.

(c) Confidential Information: This shall mean any name, number or other information that may be used, alone or in conjunction with any other information, to identify a specific individual including, but not limited to, such individual's name, date of birth, mother's maiden name, motor vehicle operator's license number, Social Security number, employee identification number, employer or taxpayer identification number, alien registration number, government passport number, health insurance identification number, demand deposit account number, savings account number, credit card number, debit card number or unique biometric data such as fingerprint, voice print, retina or iris image, or other unique physical representation.

Without limiting the foregoing, Confidential Information shall also include any information that the CGA classifies as “confidential” or “restricted.” Confidential Information shall not include information that may be lawfully obtained from publicly available sources or from federal, state, or local government records which are lawfully made available to the general public.

(d) Confidential Information Breach: This shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the CGA;

(3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or

(4) if there is a substantial risk of identity theft or fraud to the CGA, the Contractor, or the State.

(e) Contract: The agreement, as of its Effective

Date, between the Contractor and the CGA for any or all Goods or Services at the Solicitation price.

(f) Contractor: A person or entity who submits a Solicitation response and who executes a Contract.

(g) Contractor Parties: A Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract and the Contractor intends for such other person or entity to Perform under the Contract in any capacity.

(h) Day: All calendar days other than Saturdays, Sundays and days designated as national or State of Connecticut holidays upon which banks in Connecticut are closed.

(i) Force Majeure: Events that materially affect the cost of the Goods or Services or the time schedule within which to Perform and are outside the control of the party asserting that such an event has occurred, including, but not limited to, labor troubles unrelated to the Contractor, failure of or inadequate permanent power, unavoidable casualties, fire not caused by the Contractor, extraordinary weather

Attachment C Page 2 of 22 conditions, disasters, riots, acts of God, insurrection or war.

(j) Goods: For purposes of the Contract, all things which are movable at the time that the Contract is effective and which include, without limiting this definition, supplies, materials and equipment, as specified in the Solicitation.

(k) Goods or Services: Goods, Services or both, as specified in the Solicitation.

(l) Records: All working papers and such other information and materials as may have been accumulated by the Contractor in performing the Contract, including but not limited to, documents, data, plans, books, computations, drawings, specifications, notes, reports, records, estimates, summaries and correspondence, kept or stored in any form.

(m) Services: The performance of labor or work, as specified in the Solicitation.

(n) Solicitation: A State request, in whatever form issued, inviting bids, proposals or quotes for Goods or Services, typified by, but not limited to, an invitation to bid, request for proposals, request for information or request for quotes. The Solicitation and this Contract shall be governed by the statutes, regulations and procedures of the State of Connecticut, Department of Administrative Services, even if the CGA has statutes, regulations and procedures which overlap DAS’s.

However, to the extent that the CGA has statutes, regulations or procedures which the CGA determines in its sole discretion to be inconsistent with DAS’s, the CGA’s shall control over those of DAS’s. The Solicitation is incorporated into and made a part of the Contract as if it had been fully set forth in it if, but only if, the Solicitation is in the form of an invitation to bid, request for information or request for quotes. A Solicitation in the form of a request for proposals is not incorporated into the Contract in its entirety, but, rather, it is incorporated into the Contract only to the extent specifically stated in in the Contract.

(o) State: The State of Connecticut, including the CGA and any office, department, board, council, commission, institution or other CGA of the State.

(p) Termination: An end to the Contract prior to the end of its term whether effected pursuant to a right which the Contract creates or for a breach.

(q) Title: all ownership, title, licenses, rights and interest, including, but not limited to, perpetual use, of and to the Goods or Services.

2. Contracting Vehicle. The Solicitation may involve an invitation to bid, request for proposals, request for information or request for quotes, each of which may be governed by different statutory, regulatory and administrative procedures. ALTHOUGH THIS

CONTRACT USES THE TERMS “SOLICITATION”

AND “BID” IT’S USE OF THOSE TERMS IS

INTENDED ONLY FOR PURPOSES OF

CONVENIENCE AND SHALL NOT BE DEEMED

TO BE A CONTROLLING STATEMENT AS TO

THE TYPE OF SOLICITATION USED OR THE

RESPECTIVE RIGHTS AND OBLIGATIONS OF

THE PARTIES. THE IDENTIFICATION IN THE

SOLICITATION OF THE PARTICULAR

PROCUREMENT VEHICLE THE STATE IS USING

TO SOLICIT GOODS OR SERVICES SHALL

CONTROL. Therefore, if the Solicitation identifies the procurement vehicle as something other than an Invitation to Bid, the terms “Solicitation” and “Bid, “as used in this Contract shall be read to mean “Request for Proposals,” Proposal” and “Proposer” or to mean such other terms as are consistent with the Solicitation in order to preserve the integrity of the statutory, regulatory and procedural distinctions among the various procurement vehicles and their corresponding principles.

3. Description of Goods or Services and

Additional Terms and Conditions. The Contractor shall perform as set forth in the Contract. For purposes of this Contract, to perform and the performance in Attachment A of the Contract is referred to as “Perform” and the “Performance.”

Attachment C Page 3 of 22

4. Price Schedule, Payment Terms and Billing.

(a) Payment Term: Payment terms under this Contract are set forth in Exhibit B of the Contract. Payment shall be made only after the CGA receives and accepts the Goods and/or Services and after it receives a properly completed invoice. Unless otherwise specified in the Contract, payment for all accepted Goods and/or Services shall be due within forty-five (45) days after acceptance of the Goods and/ or Services, or thirty (30) days if the Contractor is a certified small contractor or minority business enterprise as defined in Conn.

Gen. Stat. § 4a-60g. The Contractor shall submit an invoice to the CGA for the Performance. The invoice shall include detailed information for Goods and/or Services, delivered and Performed, as applicable, and accepted. Any late payment charges shall be calculated in accordance with the Connecticut General Statutes.

(b) Price Adjustments:

No price increases are allowed, unless specifically provided for in Attachment A.

5. Rejected Items; Abandonment.

(a) The Contractor may deliver, cause to be delivered, or, in any other way, bring or cause to be brought, to any CGA premises or other destination, Goods, as samples or otherwise, and other supplies, materials, equipment or other tangible personal property. The CGA may, by written notice and in accordance with the terms and conditions of the Contract, direct the Contractor to remove any or all such Goods (“the “Rejected Goods”) and any or all other supplies, materials, equipment or other tangible personal property (collectively, the “Contractor Property”) from and out of the CGA premises and any other location which the CGA or State manages, leases or controls. The Contractor shall remove the Rejected Goods and the Contractor Property in accordance with the terms and conditions of the written notice. Failure to remove the Rejected Goods or the Contractor Property in accordance with the terms and conditions of the written notice shall mean, for itself and all Contractor

Parties, that:

(1) they have voluntarily, intentionally, unconditionally, unequivocally and absolutely abandoned and left unclaimed the Rejected Goods and Contractor Property and relinquished all ownership, title, licenses, rights, possession and interest of, in and to (collectively, “Title”) the Rejected Goods and Contractor Property with the specific and express intent of (A) terminating all of their Title to the Rejected Goods and Contractor Property, (B) vesting Title to the Rejected Goods and Contractor Property in the State of Connecticut and (C) not ever reclaiming Title or any future rights of any type in and to the Rejected Goods and Contractor Property;

(2) there is no ignorance, inadvertence or unawareness to mitigate against the intent to abandon the Rejected Goods or Contractor Property;

(3) they vest authority, without any further act required on their part or the CGA’s part, in the CGA and the State to use or dispose of the Rejected Goods and Contractor Property, in the CGA’s sole discretion, as if the Rejected Goods and Contractor Property were the CGA’s or State’s own property and in accordance with law, without incurring any liability or obligation to the Contractor or any other party;

(4) if the CGA or State incur any costs or expenses in connection with disposing of the Rejected Goods and Contractor Property, including, but not limited to, advertising, moving or storing the Rejected Goods and Contractor Property, auction and other activities, the CGA shall invoice the Contractor for

Attachment C Page 4 of 22 all such cost and expenses and the Contractor shall reimburse the CGA no later than thirty

(30) days after the date of invoice; and

(5) they do remise, release and forever discharge the CGA and all State employees, departments, commissions, boards, bureaus, agencies, instrumentalities or political subdivisions and their respective successors, heirs, executors and assigns (collectively, the “State and Its Agents”) of and from all Claims which they and their respective successors or assigns, jointly or severally, ever had, now have or will have against the CGA and the State and Its Agents arising from the use or disposition of the Rejected Goods and Contractor Property.

(b) The Contractor shall secure from each

Contractor Party, as appropriate, such document or instrument as necessary or appropriate as will vest in the Contractor plenary authority to bind the Contractor Parties to the full extent necessary or appropriate to give full effect to all of the terms and conditions of this section. The Contractor shall provide, no later than fifteen (15) days after receiving a request from the CGA, such information as the CGA may require to evidence, in the CGA’s sole determination, compliance with this section.

6. Order and Delivery. The Contract shall bind the Contractor to furnish and deliver the Goods or Services in accordance with Exhibit A of the Contract and at the prices set forth in Exhibit B of the Contract.

Subject to the sections in this Contract concerning Force Majeure, Termination and Open Market Purchases, the Contract shall bind the CGA to order the Goods or Services from the Contractor, and to pay for the accepted Goods or Services in accordance with Exhibit B of the Contract.

7. Contract Amendments. No amendment to or modification or other alteration of the Contract shall be valid or binding upon the CGA unless made in writing, and signed by both parties.

8. Assignment. The Contractor shall not assign any of its rights or obligations under the Contract, voluntarily or otherwise, in any manner without the prior written consent of the CGA. The CGA may void any purported assignment in violation of this section and declare the Contractor in breach of Contract. Any Termination by the CGA for a breach is without prejudice to the CGA’s or the State’s rights or possible Claims.

9. Termination.

(a) Notwithstanding any provisions in this

Contract, the CGA, through a duly authorized employee, may Terminate the Contract whenever the CGA makes a written determination that such Termination is in the best interests of the CGA. The CGA shall notify the Contractor in writing of Termination pursuant to this section, which notice shall specify the effective date of Termination and the extent to which the Contractor must complete its Performance under the Contract prior to such date.

(b) Notwithstanding any provisions in this Contract, the CGA, through a duly authorized employee, may, after making a written determination that the Contractor has breached the Contract, Terminate the Contract in accordance with the provisions in the Breach section of this Contract.

(c) The CGA shall send the notice of Termination via certified mail, return receipt requested, to the Contractor at the most current address which the Contractor has furnished to the CGA for purposes of correspondence, or by hand delivery. Upon receiving the notice from the CGA, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake all commercially reasonable efforts to mitigate any losses or

Attachment C Page 5 of 22 damages, and deliver to the CGA all Records. The Records are deemed to be the property of the CGA and the Contractor shall deliver them to the CGA no later than thirty (30) days after the Termination of the Contract or fifteen (15) days after the Contractor receives a written request from the CGA for the Records. The Contractor shall deliver those Records that exist in electronic, magnetic or other intangible form in a non-proprietary format, such as, but not limited to, ASCII or .TXT.

(d) Upon receipt of a written notice of Termination from the CGA, the Contractor shall cease operations as the CGA directs in the notice, and take all actions that are necessary or appropriate, or that the CGA may reasonably direct, for the protection, and preservation of the Goods and any other property. Except for any work which the CGA directs the Contractor to Perform in the notice prior to the effective date of Termination, and except as otherwise provided in the notice, the Contractor shall terminate or conclude all existing subcontracts and purchase orders and shall not enter into any further subcontracts, purchase orders or commitments.

(e) The CGA shall, within forty-five (45) days of the effective date of Termination, reimburse the Contractor for its Performance rendered and accepted by the CGA in accordance with Exhibit A of the Contract, in addition to all actual and reasonable costs incurred after Termination in completing those portions of the Performance which the notice required the Contractor to complete. However, the Contractor is not entitled to receive and the CGA is not obligated to tender to the Contractor any payments for anticipated or lost profits. Upon request by the CGA, the Contractor shall assign to the CGA, or any replacement contractor which the CGA designates, all subcontracts, purchase orders and other commitments, deliver to the CGA all Records and other information pertaining to its Performance, and remove from CGA premises, whether leased or owned, all of Contractor’s property, equipment, waste material and rubbish related to its Performance, all as the CGA may request.

(f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, the CGA may Terminate the Contract in accordance with its terms and revoke any consents to assignments given as if the assignments had never been requested or consented to, without liability to the Contractor or Contractor Parties or any third party.

(g) Upon Termination of the Contract, all rights and obligations shall be null and void, so that no party shall have any further rights or obligations to any other party, except with respect to the sections which survive Termination. All representations, warranties, agreements and rights of the parties under the Contract shall survive such Termination to the extent not otherwise limited in the Contract and without each one of them having to be specifically mentioned in the Contract.

(h) Termination of the Contract pursuant to this section shall not be deemed to be a breach of contract by the CGA.

10. Cost Modifications. The parties may agree to a reduction in the cost of the Contract at any time during which the Contract is in effect. Without intending to impose a limitation on the nature of the reduction, the reduction may be to hourly, staffing or unit costs, the total cost of the Contract or the reduction may take such other form as the CGA deems to be necessary or appropriate.

11. Breach. If either party breaches the

Contract in any respect, the non-breaching party shall provide written notice of such breach to the breaching party and afford the breaching party an opportunity to cure the breach within ten (10) days from the date that the breaching party receives such notice. Any other time provided for in the notice shall trump such ten (10) days. Such right to cure period shall be extended if the non-breaching party is satisfied that the breaching party is making a good faith effort to cure but the nature of the breach is such that it cannot be cured within the right to cure period. The notice may include an effective Contract Termination date if the breach is not cured by the stated date and, unless otherwise modified by the

Attachment C Page 6 of 22 non-breaching party in writing prior to the Termination date, no further action shall be required of any party to effect the Termination as of the stated date. If the notice does not set forth an effective Contract Termination date, then the non-breaching party may Terminate the Contract by giving the breaching party no less than twenty four (24) hours' prior written notice. If the CGA believes that the Contractor has not performed according to the Contract, the CGA may withhold payment in whole or in part pending resolution of the Performance issue, provided that the CGA notifies the Contractor in writing prior to the date that the payment would have been due in accordance with Exhibit B of the Contract.

12. Waiver.

(a) No waiver of any breach of the Contract shall be interpreted or deemed to be a waiver of any other or subsequent breach.

All remedies afforded in the Contract shall be taken and construed as cumulative, that is, in addition to every other remedy provided in the Contract or at law or in equity.

(b) A party’s failure to insist on strict performance of any provision of the Contract shall only be deemed to be a waiver of rights and remedies concerning that specific instance of Performance and shall not be deemed to be a waiver of any subsequent rights, remedies or breach.

13. Open Market Purchases. Failure of the

Contractor to Perform within the time specified in the Contract, or failure to replace rejected or substandard Goods or fulfill unperformed Services when so requested and as the Contract provides or allows, constitutes a breach of the Contract and as a remedy for such breach, such failure shall constitute authority for the CGA, if it deems it to be necessary or appropriate in its sole discretion, to Terminate the Contract and/or to purchase on the open market, Goods or Services to replace those which have been rejected, not delivered, or not Performed. The CGA shall invoice the Contractor for all such purchases to the extent that they exceed the costs and expenses in Exhibit B of the Contract and the Contractor shall pay the CGA’s invoice immediately after receiving the invoice. If the CGA does not Terminate the Contract, the CGA will deduct such open market purchases from the Contract quantities. However, if the CGA deems it to be in the best interest of the CGA, the CGA may accept and use the Goods and/or Services delivered which are substandard in quality, subject to an adjustment in price to be determined by the CGA.

14. Purchase Orders.

(a) The Contract itself is not an authorization for the Contractor to ship Goods or begin Performance in any way. The Contractor may begin Performance only after it has received a duly issued purchase order against the Contract for Performance.

(b) The CGA shall issue a purchase order against the Contract directly to the Contractor and to no other party.

(c) All purchase orders shall be in written or electronic form, bear the Contract number (if any), be signed and comply with all other State and CGA requirements, particularly the CGA’s requirements concerning procurement. Purchase orders issued in compliance with these requirements shall be deemed to be duly issued.

(d) A Contractor making delivery without a duly issued purchase order in accordance with this section does so at the Contractor’s own risk.

(e) The CGA may, in its sole discretion, deliver to the Contractor any or all duly issued purchase orders via electronic means only, such that the CGA shall not have any additional obligation to deliver to the Contractor a “hard copy” of the purchase order.

15. Indemnification.

(a) The Contractor shall indemnify, defend and hold harmless the CGA and its officers, representatives, agents, servants, employees, successors and assigns from and against any and all (1) Claims arising, directly or indirectly, in connection with the Contract, including the acts of commission

Attachment C Page 7 of 22 or omission (collectively, the "Acts") of the Contractor or Contractor Parties; and (2) liabilities, damages, losses, costs and expenses, including but not limited to, attorneys' and other professionals' fees, arising, directly or indirectly, in connection with Claims, Acts or the Contract. The Contractor shall use counsel reasonably acceptable to the CGA in carrying out its obligations under this section. The Contractor’s obligations under this section to indemnify, defend and hold harmless against Claims includes Claims concerning confidentiality of any part of or all of the Contractor’s bid, proposal or any Records, any intellectual property rights, other proprietary rights of any person or entity, copyrighted or uncopyrighted compositions, secret processes, patented or unpatented inventions, articles or appliances furnished or used in the Performance.

(b) The Contractor shall not be responsible for indemnifying or holding the CGA harmless from any liability arising due to the negligence of the CGA or any other person or entity acting under the direct control or supervision of the CGA.

(c) The Contractor shall reimburse the CGA for any and all damages to the real or personal property of the CGA caused by the Acts of the Contractor or any Contractor Parties. The CGA shall give the Contractor reasonable notice of any such Claims.

(d) The Contractor’s duties under this section shall remain fully in effect and binding in accordance with the terms and conditions of the Contract, without being lessened or compromised in any way, even where the Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the Claims and/or where the CGA is alleged or is found to have contributed to the Acts giving rise to the Claims.

(e) The Contractor shall carry and maintain at all times during the term of the Contract, and during the time that any provisions survive the term of the Contract, sufficient general liability insurance to satisfy its obligations under this Contract. The

Contractor shall cause the CGA to be named as an additional insured on the policy and shall provide (1) a certificate of insurance,

(2) the declaration page and (3) the additional insured endorsement to the policy to the CGA prior to the Effective Date of the Contract evidencing that the CGA is an additional insured. The Contractor shall not begin Performance until the delivery of these three documents to the CGA. The CGA shall be entitled to recover under the insurance policy even if a body of competent jurisdiction determines that the CGA or the CGA is contributorily negligent.

(f) This section shall survive the Termination of the Contract and shall not be limited by reason of any insurance coverage.

16. Forum and Choice of Law.

The parties deem the Contract to have been made in the City of Hartford, State of Connecticut. Both parties agree that it is fair and reasonable for the validity and construction of the Contract to be, and it shall be, governed by the laws and court decisions of the State of Connecticut, without giving effect to its principles of conflicts of laws. To the extent that any immunities provided by Federal law or the laws of the State of Connecticut do not bar an action against the State, and to the extent that these courts are courts of competent jurisdiction, for the purpose of venue, the complaint shall be made returnable to the Judicial District of Hartford only or shall be brought in the United States District Court for the District of Connecticut only, and shall not be transferred to any other court, provided, however, that nothing here constitutes a waiver or compromise of the sovereign immunity of the State of Connecticut. The Contractor waives any objection which it may now have or will have to the laying of venue of any Claims in any forum and further irrevocably submits to such jurisdiction in any suit, action or proceeding.

17. Contractor Guaranties. Contractor shall:

(a) Perform fully under the Contract;

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(b) Guarantee the Goods or Services against defective material or workmanship and to repair any damage or marring occasioned in transit or, at the CGA's option, replace them;

(c) Furnish adequate protection from damage for all work and to repair damage of any kind, for which its workers are responsible, to the premises, Goods, the Contractor’s work or that of Contractor Parties;

(d) With respect to the provision of Services, pay for all permits, licenses and fees and give all required or appropriate notices;

(e) Adhere to all Contractual provisions ensuring the confidentiality of Records that the Contractor has access to and are exempt from disclosure under the State’s Freedom of Information Act or other applicable law; and

(f) Neither disclaim, exclude nor modify the implied warranties of fitness for a particular purpose or of merchantability.

18. Implied Warranties. The CGA does not disclaim, exclude or modify the implied warranty of fitness for a particular purpose or the warranty of merchantability.

19. Goods, Standards and Appurtenances. Any

Goods delivered must be standard new Goods, latest model, except as otherwise specifically stated in the Contract.

Remanufactured, refurbished or reconditioned equipment may be accepted but only to the extent allowed under the Contract. Where the Contract does not specifically list or describe any parts or nominal appurtenances of equipment for the Goods, it shall be understood that the Contractor shall deliver such equipment and appurtenances as are usually provided with the manufacturer's stock model.

20. Delivery.

(a) Delivery shall be made as ordered and in accordance with the Contract. Unless otherwise specified in the Contract, delivery shall be to a loading dock or receiving platform. The Contractor or Contractor’s shipping designee shall be responsible for removal of Goods from the carrier and placement on the CGA loading dock or receiving platform. The receiving personnel of the CGA are not required to assist in this process. The decision of the CGA as to reasonable compliance with delivery terms shall be final and binding. The burden of proof of proper receipt of the order shall rest with the Contractor.

(b) In order for the time of delivery to be extended, the CGA must first approve a request for extension from the time specified in the Contract, such extension applying only to the particular item or shipment.

(c) Goods shall be securely and properly packed for shipment, according to accepted standard commercial practice, without extra charge for packing cases, baling or sacks. The containers shall remain the property of the CGA unless otherwise stated in the Contract.

(d) All risk of loss and damage to the Goods transfers to the CGA upon Title vesting in the CGA.

21. Goods Inspection. The CGA shall determine the manner and prescribe the inspection of all Goods and the tests of all samples submitted to determine whether they comply with all of the specifications in the Contract. If any Goods fail in any way to meet the specifications in the Contract, the CGA may, in its sole discretion, either reject it and owe nothing or accept it and pay for it on an adjusted price basis, depending on the degree to which the Goods meet the specifications. Any decision pertaining to any such failure or rejection shall be final and binding.

22. Emergency Standby for Goods and/or

Services. If any Federal or State official, having authority to do so, declares an emergency or the occurrence of a natural disaster within the State of Connecticut, the CGA may request the Goods and Services on an expedited and prioritized basis. Upon receipt of such a request the Contractor shall make all necessary and appropriate commercially reasonable efforts to reallocate its staffing and other resources in order to give primary preference to Performing this Contract ahead of or prior to fulfilling, in whole or in part, any other contractual obligations that the Contractor may have. The Contractor is not obligated

Attachment C Page 9 of 22 to make those efforts to Perform on an expedited and prioritized basis in accordance with this paragraph if doing so will make the Contractor materially breach any other contractual obligations that the Contractor may have. Contractor shall acknowledge receipt of any request made pursuant to this paragraph within 2 hours from the time that the Contractor receives it via purchase order or through a request to make an expedited or prioritized purchase through the State of Connecticut Purchasing Card (MasterCard) Program (the “P-Card Program”). If the Contractor fails to acknowledge receipt within 2 hours, confirm its obligation to Perform or actually Perform, as set forth in the purchase order or through the P-Card Program, then the CGA may procure the Performance from another source without further notice to Contractor and without creating any right of recourse at law or in equity against the CGA.

23. Setoff. In addition to all other remedies available hereunder, the CGA, in its sole discretion, may setoff (1) any costs or expenses that the CGA incurs resulting from the Contractor's unexcused nonperformance under the Contract and under any other agreement or arrangement that the Contractor has with the CGA and

(2) any other amounts that are due or may become due from the CGA to the Contractor, against amounts otherwise due or that may become due to the Contractor under the Contract, or under any other agreement or arrangement that the Contractor has with the CGA. The CGA’s right of setoff shall not be deemed to be the CGA’s exclusive remedy for the Contractor’s or Contractor Parties’ breach of the Contract, all of which shall survive any setoffs by the

CGA.

24. Force Majeure. The CGA and the

Contractor shall not be excused from their obligation to Perform in accordance with the Contract except in the case of Force Majeure events and as otherwise provided for in the Contract. In the case of any such exception, the nonperforming party shall give immediate written notice to the other, explaining the cause and probable duration of any such nonperformance.

25. Advertising. The Contractor shall not refer to sales to the CGA for advertising or promotional purposes, including, but not limited to, posting any material or data on the Internet, without the CGA’s prior written approval.

26. Americans With Disabilities Act. The

Contractor shall be and remain in compliance with the Americans with Disabilities Act of 1990 (“Act”), to the extent applicable, during the term of the Contract. The CGA may Terminate the Contract if the Contractor fails to comply with the Act.

27. Representations and Warranties. The

Contractor, represents and warrants to CGA for itself and Contractor Parties, that:

(a) if they are entities, they are duly and validly existing under the laws of their respective states of organization and authorized to conduct business in the State of Connecticut in the manner contemplated by the Contract. Further, as appropriate, they have taken all necessary action to authorize the execution, delivery and Performance of the Contract and have the power and authority to execute, deliver and Perform their obligations under the Contract;

(b) they will comply with all applicable State and Federal laws and municipal ordinances in satisfying their obligations to the CGA under and pursuant to the Contract, including, but not limited to (1) Connecticut General Statutes Title 1, Chapter 10, concerning the State’s Codes of Ethics and (2) Title 4a concerning State purchasing, including, but not limited to Section 22a- 194a concerning the use of polystyrene foam;

(c) the execution, delivery and Performance of the Contract will not violate, be in conflict with, result in a breach of or constitute (with or without due notice and/or lapse of time) a default under any of the following, as applicable: (1) any provision of law; (2) any order of any court or the CGA; or (3) any indenture, agreement, document or

Attachment C Page 10 of 22 other instrument to which it is a party or by which it may be bound;

(d) they are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any governmental entity;

(e) as applicable, they have not, within the three years preceding the Contract, in any of their current or former jobs, been convicted of, or had a civil judgment rendered against them or against any person who would Perform under the Contract, for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a transaction or contract with any governmental entity. This includes, but is not limited to, violation of Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(f) they are not presently indicted for or otherwise criminally or civilly charged by any governmental entity with commission of any of the offenses listed above;

(g) they have not within the three years preceding the Contract had one or more contracts with any governmental entity Terminated;

(h) they have not employed or retained any entity or person, other than a bona fide employee working solely for them, to solicit or secure the Contract and that they have not paid or agreed to pay any entity or person, other than a bona fide employee working solely for them, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of the Contract or any assignments made in accordance with the terms of the Contract;

(i) to the best of their knowledge, there are no Claims involving the Contractor or Contractor Parties that might reasonably be expected to materially adversely affect their businesses, operations, assets, properties, financial stability, business prospects or ability to Perform fully under the Contract;

(j) they shall disclose, to the best of their knowledge, to the CGA in writing any Claims involving them that might reasonably be expected to materially adversely affect their businesses, operations, assets, properties, financial stability, business prospects or ability to Perform fully under the Contract, no later than ten (10) Days after becoming aware or after they should have become aware of any such Claims. For purposes of the Contractor’s obligation to disclose any Claims to the CGA, the ten (10) Days in the section of this Contract concerning Disclosure of Contractor Parties Litigation shall run consecutively with the ten (10) Days provided for in this representation and warranty;

(k) their participation in the Solicitation process is not a conflict of interest or a breach of ethics under the provisions of Title 1, Chapter 10 of the Connecticut General Statutes concerning the State’s Code of Ethics;

(l) the Bid was not made in connection or concert with any other person or entity, including any affiliate (as defined in the Tangible Personal Property section of this Contract) of the Contractor, submitting a bid for the same Goods or Services, and is in all respects fair and without collusion or fraud;

(m) they are able to Perform under the Contract using their own resources or the resources of a party who is not a Contractor;

(n) the Contractor shall obtain in a written contract all of the representations and warranties in this section from any Contractor Parties and to require that provision to be included in any contracts and purchase orders with Contractor Parties;

(o) they have paid all applicable workers’ compensation second injury fund assessments concerning all previous work done in Connecticut;

(p) they have a record of compliance with Occupational Health and Safety Administration regulations without any unabated, willful or serious violations;

(q) they owe no unemployment compensation contributions;

(R) they are not delinquent in the payment of any taxes owed, or, that they have filed a sales tax security bond, and they have, if and as applicable, filed for motor carrier road tax stickers and have paid all outstanding road taxes;

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(S) all of their vehicles have current registrations and, unless such vehicles are…