RFP_7964_ADDENDUM_1.pdf.crdownload

July 10, 2026

TOWN OF

GREENWICH

Purchasing Department (203) 622-7881 Fax: (203) 622-7776 Town Hall• 101 Field Point Road• Greenwich, CT 06830

** ADDENDUM #1 **

REQUEST FOR PROPOSAL #7964 DEADLINE: 7/30/2026 AT 11:00 AM

CLINICAL LABORATORY SERVICES FOR THE NATHANIEL WITHERELL

The following is a clarification to RFP #7964:

Please see Attachment A for the updated version of the Personal Service Contract.

ALL OTHER SPECIFICATIONS, TERMS, AND CONDITIONS OF THIS RFB REMAIN

UNCHANGED.

Anthony Guardi Procurement Specialist

An Affirmative Action/Equal Opportunity Employer, M/F/H

PERSONAL SERVICE CONTRACT

Contract No.

Attachment A

RFP #7964 EXHIBIT B

AMENDMENT #1

THIS AGREEMENT made and entered into this day of ______ , by and between the

TOWN OF GREENWICH (hereinafter referred to as "Town"), acting herein by the undersigned official, and (hereinafter referred to as "Contractor"), whose principal office is located at ___________________ ,acting herein by its , hereunto duly authorized. Town ----------- --------and Contractor are sometimes referred to herein individually as a "Party" and collectively as the

"Parties."

WI T N E S S E T H:

WHEREAS, the Town contemplates:

WHEREAS, the Town desires to retain the services of the Contractor to perform the following work:

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. Describe services to be performed:

2. Describe method and terms of payment:

3. This agreement consists of:

Personal Service Contract form (pp. 1-7);

Exhibit A, Insurance Requirements & Certificate oflnsurance (pp. XX-XX);

Other exhibit( s) (yes/no) entitled

Other attachment( s) (yes/no) entitled

(pp. );

(pp. );

for a total number of numbered pages, hereinafter collectively referred to as the "Contract."

Attachment A

RFP #7964 EXHIBIT B

AMENDMENT #1

4. Any conflict between this Agreement and any invitation to bid, request for proposal, bid or response to request for proposal, including any accompanying addenda, shall be resolved in favor of this Agreement, with the exception that any provision in any invitation to bid, request for proposal, bid or response to request for proposal, including any accompanying addenda, that is attached as an exhibit to this Agreement, which exhibit provides for a higher standard of obligation of service by Contractor, shall control as to the standard of obligation and service required of the Contractor and shall thereby supplement this Contract.

5. The Town may at any time, and for any reason, direct the discontinuance of the services and work contemplated under this Contract for a period of time. Such direction shall be in writing and shall specify the period during which the work shall be discontinued. The work shall be resumed on the dates specified in such direction, or upon such other date as the Town may thereafter specify in writing. The period during which such work shall have been discontinued shall be deemed added to the time for performance. Stoppage of work under this article shall not give rise to any claim against the Town.

6. The service and work contemplated under this Contract shall be completed in full on or before

7. Town shall designate in writing a person to act as the Town's representative with respect to the work to be performed under this Agreement. The Town's designated representative shall have complete authority to transmit instructions, receive information, interpret, and define the Town's policies and decisions with respect to materials, equipment, elements, and systems pertinent to the work covered by- this Agreement.

8. The Town may at any time and for any reason terminate this Contract 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, services shall be paid for in such amount as shall compensate for the portion of the work satisfactorily performed prior to termination.

Such amount shall be fixed by the Town after consultation with the Contractor and shall be subject to audit by the Town Comptroller. Termination under this section shall not give rise to any claim against the Town for damages for compensation in addition to that provided hereunder.

9. It is the intent of this Contract to secure the personal services of the Contractor or a duly authorized and competent representative(s) of the Contractor acceptable to the Town.

Failure of the Contractor for any reason to make the personal service of such a person available to the Town to the extent necessary to perform the services required, skillfully and promptly, shall be cause for termination of this Contract.

10. The Contractor shall not assign this Contract without prior consent of the Town in writing.

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11. In the event of death or disability of the principal of the Contractor, any qualified partner or associate of the Contractor may be authorized, at the option of the Town, to continue to perform and complete all the terms, covenants and provisions contained in this Contract.

12. If the Contractor has been delayed and as a result will be unable, in the opinion of the Town, to complete performance fully and satisfactorily within the time allowed herein, the Contractor, upon submission of evidence of the cause of the delay, satisfactory to the Town, shall at the discretion of the Town, be granted an extension of time for performance equal to the period that the Contractor was actually and necessarily delayed.

13. When the Town shall have reasonable grounds for believing that a) the Contractor will be unable to perform this Contract fully and satisfactorily within the time fixed for performance, or b) a meritorious claim exists or will exist against the Contractor or the Town arising out of the negligence of the Contractor or the Contractor's breach of any provision of this Contract, then the Town may withhold payment of any amount otherwise due and payable to the Contractor hereunder. Any amount so withheld may be retained by the Town for such period as it may deem advisable to protect the Town 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 Town. No person shall have any right against the Town or claim against the Town by reason of the Town's failure or refusal to withhold monies. No interest shall be payable by the Town on any amounts withheld under this provision. This provision is not intended to limit or in any way prejudice any other right of the Town.

14. The acceptance by the Contractor, his successors or assigns, of any payment made on the final requisition under this Contract, or of any final payment due on termination of this Contract, shall constitute a full and complete release of the Town from any and all claims, demands and causes of action whatsoever which the Contractor, his successors or assigns, ,have or may have against the Town under the provisions of this Contract.

15. The Contractor shall not assert any claim arising out of any supervisory act or omission by any agent, officer, or employee of the Town in the execution or performance of this Contract against any such agent, officer, or employee. The Contractor shall require each person supplying labor or materials to the Contractor to agree in writing to the Contractor not to make any claim against the Town, its officers, agents, or employees by reason of such labor or materials, or by reason of any acts or omissions of the Contractor.

16. The Contractor shall indemnify and save harmless the Town and its officers, agents, servants and employees, from and against any and all claims, demands, suits, proceedings, liabilities, judgments, awards, losses, damages, costs and expenses, including attorneys' fees, on account of bodily injury, sickness, disease, death or other damages, sustained by any person or persons; injury or damage to or destruction of any property, directly or

AMENDMENT #1

indirectly arising out of, relating to, or in connection with the work called for in the Contract, whether or not due or claimed to be due in whole or in part to the active, passive or concurrent negligence, fault, or contractual default of the Contractor, its officers, agents, servants or employees, any of its subcontractors, the Town, any of its respective officers, agents, servants, or employees and/or any other person or persons, and whether or not such claims, demands, suits or proceedings are just, unjust, groundless, false, or fraudulent. The Contractor shall and does hereby assume and agrees to pay for the defense of all such claims, demands, suits and proceedings, provided, however, that the Contractor shall not be required to indemnify the Town, its officers, agents, servants, or employees, against any such damages occasioned solely by acts or omissions of the Town, its officers, agents, servants or employees, other than supervisory acts or omissions of the Town, its officers, agents, servants, or employees, in connection with the work called for in the Contract.

17. The Contractor shall take out and maintain during the life of this Contract the types and amounts of insurance as are set forth in the attached Exhibit A. Before commencing the work called for in this Contract, the Contractor shall furnish the Town with a completed certificate of insurance on the Acord form that is referenced in the attached Exhibit A evidencing such coverage. If the professional liability insurance procured by the Contractor provides coverage on a "claims made" basis, the Contractor agrees to maintain said insurance for as long as a claim may legally be made for errors and omissions relating to the work performed under this Contract, provided the Consultant may seek a waiver of this maintenance from the Town's Risk Management Director, that will not be unreasonably denied, on grounds documented by its insurance agent/broker, that such insurance or tail coverage no longer remains commercially and reasonably available.

18. Contractor represents that it is authorized to do business in the State of Connecticut.

Contractor agrees to comply in every respect with applicable Federal, State, and local laws, regulations, and ordinances. As per 28 CFR § 35.200, and as amended, all vendors/contractors shall comply with the Web and Mobile Accessibility Requirements as applicable.

19. Contractor shall at all times be deemed to be an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Contract. Nothing herein contained shall be construed as creating the relationship of employer and employee or principal and agent, between the Town, its agencies, employees, and agents, and Contractor, its employees, and agents. Contractor assumes exclusive responsibility for the acts of its employees and agents as they relate to the services to be provided during the course and scope of their employment. Contractor, its agents, and employees shall not be entitled to any rights and privileges of Town employees and shall not be considered in any manner to be Town employees. Contractor, its employees, and its agents, shall not hold itself out in any manner as being anything but an independent contractor of the Town, and may not use the Town name or the Town seal for any purpose and in any manner without the express permission of the

Town.

RFP #7964 EXHIBIT B

AMENDMENT #1

20. If the Contractor makes claims for any damages alleged to have been sustained by breach of contract or otherwise, he shall, within ten (10) days after occurrence of the alleged breach, or within ten (10) days after such damages are alleged to have been sustained, whichever date is the earlier, file with the Contracting Officer a written, itemized statement of the details of the alleged breach and the details and amount of the alleged damages. The Contractor agrees that unless such statement is made and filed as so required, his claim for damages shall be deemed waived, invalid, and unenforceable, and that he shall not be entitled to any compensation for any such alleged damages. Within ten (10) days after the timely filing of such statement, the Contracting Officer shall file with the appropriate department of the Town, one copy of the statement, and shall file with the Town and the Contractor his determination thereon. The Contractor shall not be entitled to claim any additional compensation for damages by reason of any direction, instruction, determination or decision of the Town or its agents, nor shall any such claims be considered, unless the Contractor shall have complied in all respects with the provisions of this paragraph.

21. No person, firm, or corporation, other than the Contractor, who signed this Agreement, shall have any interest herein or rights hereunder. No claim shall be made or be valid either against the Town or any agent of the Town and neither the Town nor any agent of the Town shall be liable for or be held to pay any money except as herein provided. The acceptance by the Contractor of the payment as fixed in the final estimate shall operate as and shall be a full and complete release of the Town and of every agent of the Town of and from any and all claims, demands, damages and liabilities of, by or to the Contractor for anything done or furnished for, or arising out of, or relating to, or by reason of the Work, or for or on account of any act or neglect of the Town, or of any agent of the Town, or of any other person, arising out of, relating to, or by reason of the Work, except the claim against the Town for the unpaid balance, if any there be, of the amounts retained as herein provided.

22. The Town may, at any time, retain from any moneys which would otherwise be payable hereunder, so much thereof, as the Town may deem necessary to complete the Work hereunder, and to reimburse it for all costs, expenses, losses, and damages chargeable to the Contractor hereunder.

23 . It is agreed that this is an entire contract for one whole and complete Work or Result, and that neither the Town's entrance upon or use of the Work, or any part thereof, nor any partial payments by the Town, shall constitute an acceptance of the Work or any part thereof, before its entire completion and final acceptance.

24. The laws of the State of Connecticut shall govern this Contract and any and all litigation related to this Contract. In the event of litigation related to this Contract, the exclusive

AMENDMENT #1

forum shall be the State of Connecticut and the exclusive venue for such litigation shall be the Judicial District for Stamford/Norwalk at Stamford.

25. Each and every provision of law and clause required by law to be inserted in the Contract shall be deemed to be inserted herein, and the Contract shall be read and enforced as though they were included herein. If through mistake or otherwise, any such provision is not inserted, or is not correctly inserted, then upon the application of either party, the Contract shall forthwith be physically amended to make such insertion.

26. If any provision of this Contract is declared or found to be prohibited, unenforceable or void, the Parties will negotiate in good faith to agree upon a substitute provision that is valid, binding, and enforceable, and is consistent with the intentions underlying the original provision. If the Parties are unable to agree upon such substitute provision, the original provision will be stricken. If the remainder of this Contract is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

27. This Contract, including any referenced Exhibits, constitutes the entire contract between the Parties. No modification, amendment, or waiver of any provision of this contract will be effective unless in writing and signed by both parties hereto.

28. No delay or failure by either Party to exercise any right or power under this Contract will constitute a waiver of that right, unless expressly provided otherwise herein. A waiver by any Party of any of the covenants, conditions, or agreements to be performed by the other Party, or any breach thereof, will not be construed to be a waiver of any succeeding breach thereof, or of any other covenant, condition, or agreement herein contained. No change, waiver, or discharge hereof will be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced.

29. Contractor acknowledges that Town is subject to the Connecticut Freedom of Information Act ("FOIA"). No information provided to Town by Contractor or any Subcontractor, shall be considered confidential, irrespective of any representation to the contrary, with the exception of the provisions contained in C.G.S. §l-210(b). The Town shall have full authority as to whether it will invoke an exemption to a FOIA request. Contractor agrees that they will comply with any and all FOIA requests placed upon the Town that involve this Contract and any work conducted in relation thereto. In no event shall Town have any liability for the disclosure of documents or information in its possession which Town believes it is required to disclose pursuant to FOIA or any other law.

30. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of all Parties need not appear on the same counterpart. The delivery of

AMENDMENT #1

signed counterparts by facsimile, email or other electronic transmission that includes a copy of the sending Party's signature is as effective as signing and delivering the counterpart in person.

The Parties may affix their signatures electronically to this Agreement by typing their names on the signature lines below ("Electronic Signature"). A Party who executes this Agreement by Electronic Signature agrees that such signature is the legal equivalent to a hand-written signature on this Agreement, which shall have the same binding legal effect as if the Party had personally signed his or her name to paper.

Dated at Greenwich, Connecticut, This day of _____ _

THE TOWN OF GREENWICH

Name, Title Date

CONTRACTOR

Name, Title Date