RFQ 8626 10242025 B.pdf

REQUEST FOR QUALIFICATIONS

RFQ # 8626

BY

THE CITY OF WATERBURY

FOR

CITY-WIDE RETAIL ELECTRICITY SUPPLY SERVICE

The City of Waterbury ("the City") is requesting qualifications for Full Requirements Electricity Supply Service Providers up to the Delivery Point for all of the City's facilities.

It is the City’s intention to review and approve responses from any and all qualified respondents. All approved electricity service providers will be invited to participate in a traditional electricity RFP ran by Titan Energy New England, Inc. Respondent’s should note that it is not the City’s intention to review pricing within the RFQ responses.

A. Background and Intent

All City accounts are located within the Eversource service territory. A listing of the City's utility account numbers is included in Appendix A of this Request for Qualifications (RFQ). "Full Requirements Electricity Supply" shall be defined as:

Energy, Line Losses, Capacity, Locational Forward Reserve (LFR), Reliability Must Run (RMR), Ancillary & ISO Settlement Charges, Renewable Portfolio Standard (RPS), Interim Winter Solution, Fuel Security COS/Inventoried Energy, Day-Ahead Ancillary Services Initiative (DASI), Contractor coordination tariffs and agreements, LMP adjustments, RPS requirements, Winter Reliability charges, Client account management activities including all fees, capacity charges, and billing and reporting requirements under this Contract, but not including other costs and rates related to the delivery or distribution of electricity by the Local Delivery Company.

B. Qualifications

Eligible respondents will be those firms that have the following qualifications:

1) Licensing and Certification: The Supplier must show that it holds all necessary licenses including:

A) Registration with the DPUC to provide electricity service;

B) Agreements in place with LDCs;

A list of appropriate licenses and agreements as well as a statement certifying that the proposer is licensed is sufficient evidence.

2) Experience: The Supplier shall demonstrate that it possesses experience providing electricity to retail customers in the Connecticut markets.

Proposals from non-suppliers (i.e., brokers) will not be considered.

3) Financials: The Supplier shall provide the firm's most recent audited financial statement and annual report. For privately held companies, other financial information is acceptable as long as it provides an accurate and comprehensive picture of the company's financial stability.

Provide Moody's or S&P's current credit rating.

4) References:

Provide three current references for customers within the New England region, preferably municipal customers.

C. Scope of Services

The successful respondent shall supply city-wide electrical service for terms outlined in the following agreement period.

D. Agreement Period

The successful Supplier(s) will supply the full requirements of such electricity for terms of either twelve (12), twenty-four (24), thirty-six (36), forty-eight (48), or Sixty (60) full monthly billing cycles for each account. The start date for deliveries shall be the first meter read on or after October 1, 2026.

The City may request an extension of performance in accordance with the existing Contract terms and conditions. Whatever Contract term the City awards (12, 24, 36, 48, or 60 months) the City will have the option to extend the contract term by up to the full 60 months, in periods most beneficial to the City and based on repricing for the proposed option period(s) to maximize the 60-month period provided for in this RFP, if deemed in the best interests of the City. The Contract price(s) for any extension between the City and the awarded Supplier will be in writing and based upon mutually agreed price(s).

E. General Information

1. The City is an Equal Opportunity and Affirmative Action employer and does not discriminate in its hiring, employment, or business practices. The City is committed to complying with the Americans with Disabilities Act of 1990 (ADA) and does not discriminate on the basis of disability, in admission to, access to, or operation of its programs, services, or activities.

2. Any contract or purchase order resulting from this RFQ will be based on a two-step process. The first step will be to review and evaluate the qualifications of firms submitted in response to this RFQ. The second step will involve contract negotiations with the one or more firms deemed most highly qualified to do the work needed.

3. There will be no Pre-RFQ meeting for this RFQ. Any questions must be submitted through the ProcureWare site.

4. Respondents must review and sign prior the items and any forms included in Attachment A. (Contract Compliance Packet)

5. All questions and communications about this Request for Qualifications and submission requirements must be directed through the City of Waterbury ProcureWare website and must be received by 2:00 PM on November 4, 2025. Prospective respondents must limit their contact regarding this RFQ to The Director of Purchasing or such other person otherwise designated by The Director of Purchasing. Responses to questions submitted by the above date or identified at any Information Session to be held in regard to this RFQ, as well as any changes or amendments to this RFQ, will be available via the City of Waterbury ProcureWare website no later than November 6, 2:00 PM. It shall be the responsibility of the respondent to download this information. If you have any procedural questions in this regard, please call The Director of Purchasing at (203) 574-6748.

City of Waterbury ProcureWare website:

https://waterburyct.procureware.com/login

F. Management

Any contract or purchase order resulting from this RFQ will be managed by Titan Energy on behalf of the City.

G. Conditions

All respondents must be willing to adhere to the following conditions and must positively state this in the proposal:

1. All responses to this RFQ are to be the sole property of the City.

Respondents are encouraged not to include in their responses any information which is proprietary. All materials associated with this procurement process are subject to the terms of state laws defining freedom of information and privacy and all rules, regulations and interpretations resulting from those laws.

2. Any product, whether acceptable or unacceptable, developed under any contract or purchase order awarded as a result of the RFQ is to be the sole property of the City.

3. The timing and sequence of events resulting from this RFQ will ultimately be determined by the City.

https://waterburyct.procureware.com/login

4. The respondent agrees that its response will remain valid for a period of 120 days after the closing date for the submission and may be extended beyond that time by mutual agreement.

5. The City may amend the terms or cancel this RFQ any time prior to the execution of a contract or purchase order for these services if the City deems it to be necessary, appropriate or otherwise in the best interests of the City.

Failure to acknowledge receipt of amendments, in accordance with the instructions contained in the amendments, may result in a firm’s response not being considered. At his option, the City’s Director of Purchasing may provide all respondents with a limited opportunity to remedy any technical deficiencies identified by the City in their initial review of responses.

6. The respondent must certify that the personnel identified in its response to this RFQ will be the persons actually assigned to the project. Any additions, deletions or changes in personnel from the proposal during the course of the agreement period must be approved by the City, with the exception of personnel who have terminated employment. Replacements for personnel who have terminated employment are subject to approval by the City. At its discretion, the City may require the removal and replacement of any of the respondent's personnel who do not perform adequately, regardless of whether they were previously approved by the City.

7. That all subcontractors hired by any firm awarded a contract or purchase order as a result of this RFQ must have prior approval of the City during the agreement period.

8. Any costs and expenses incurred by respondents in preparing or submitting responses are the sole responsibility of the respondent.

9. Respondents must be prepared to present evidence of experience, ability, financial standing, and any other information deemed necessary by the City to satisfactorily meet the requirements set forth or implied in the response.

10. No additions or changes to the original response will be allowed after submittal, except as may be allowed by the City, at its option, in accordance with Section G.5. of this RFQ. While changes are not permitted, clarification of responses may be required by the City at the respondent’s sole cost and expense. The final price and scope of services of any contract or purchase order resulting from this RFQ may be negotiated with responsible respondents.

11. Respondents may be required to give presentations to the extent necessary to satisfy the City’s requirements or needs. In some cases, respondents may have to give presentations or further explanation to any RFQ selection committee established by the City.

12. The respondent represents and warrants that its response is not made in connection with any other responder and is in all respects fair and without collusion or fraud. The respondent further represents and warrants that it did not participate in any part of the RFQ development process, had no knowledge of the specific contents of the RFQ prior to its issuance, and that no agent, representative or employee of the City participated directly in the respondent’s preparation of their response.

13. All responses to the RFQ must conform to instruction. Failure to include any required signatures, provide the required number of copies, to meet deadlines, answer all questions, follow the requested format, or failure to comply with any other requirements of this RFQ may be considered appropriate cause for rejection of the response.

14. All respondents must enclose respondents’ standard agreement language to be reviewed by City. The attached City Standard Terms and Conditions (Attachment B-1) will need to be addressed in any contract resulting from this RFQ process.

15. Any contract or purchase order resulting from this RFQ process will represent the entire agreement between the respondent and the City and will supersede all prior negotiations, representations or agreements, alleged or made, between the parties. The City shall assume no liability for payment of services under the terms of the contract or purchase order until the successful respondent is notified that the contract or purchase order has been accepted and approved by the City. Any contract resulting from this RFQ may be amended only by means of a written instrument signed by the respondent and signed by the Mayor.

H. Submittal Requirements & Required Format

One original (clearly identified as such) and five (5) paper copies of the response, as well as a copy of the original response in pdf format on a CD or flash drive, must be received at the following address no later than 11:00 AM on November 14, 2025. Responses received after that time shall not be considered.

Mr. Kevin McCaffery Director of Purchasing

City of Waterbury 235 Grand Street

Room 103 Waterbury, CT 06702

Responses submitted must be bound, paginated, indexed and numbered consecutively.

Respondents shall complete Attachment C, addressed to Mr. McCaffery, which, in part, includes a statement by the respondent accepting all terms and conditions and requirements contained in the RFQ, and which shall be signed by a duly authorized official of the organization submitting the response. Respondents shall also, as indicated in Attachment C, identify the name of a contact person, along with their telephone number, email address, if applicable, and address, who can be contacted for the purpose of clarifying the information contained in the response to this RFQ. In addition to any other information required in Attachment C, respondents shall provide their firm’s authorization and a request to any persons, firm, or corporation to furnish any information requested by the City of Waterbury in verification of the recitals included in your response to this RFQ.

Responses must set forth accurate and complete information for each of the items listed below. At the City’s discretion, failure to do so could result in disqualification.

1. Respondent Information: Please provide the following information:

a. Firm Name

b. Permanent main office address

c. Date firm organized.

d. Legal Form of ownership. If a corporation, indicate where incorporated.

e. How many years have you been engaged in services you provide under your present name?

f. Names, titles, reporting relationships, and background and experience of the principal members of your organization, including officers.

2. Statement of Qualifications

a. Qualifications. Please describe your firm’s qualifications, experience and capabilities, as well as those of key personnel, as they pertain to each of the areas of qualifications listed.

b. Cost Information. The purpose of this RFQ is to evaluate the qualifications of respondents, cost information will be required at a later date.

Note: The City is exempt from the payment of excise, transportation and sales taxes imposed by the Federal Government and/or the State. Such taxes must not be included in prices.

3. Information Regarding: Failure to Complete Work, Default and Litigation.

Please respond to the following questions:

a. Have you ever failed to complete any work awarded to you? If so, where and why?

b. Have you ever defaulted on a contract? If so, where and why?

c. Is there any pending litigation could affect your organization’s ability to perform this agreement? If so, please describe.

d. Has your firm ever had a contract terminated for cause within the past five years? If yes, provide details.

e. Has your firm been named in a lawsuit related to errors and omissions within the past five years? If yes, provide details.

f. During the past seven years, has your firm ever filed for protection under the Federal bankruptcy laws? If yes, provide details.

g. Are there any other facts or information that could affect your firm’s ability to perform the types of services being sought by the City about which the City should be aware?

4. Exceptions and Alternatives. Respondents wishing to take any exceptions to any requirement in the RFQ shall state and explain such exceptions. The City may accept responses which take exception to any requirements in this RFQ, or which offer any alternative to a requirement herein, as well as consider such exceptions and alternatives in evaluating responses. Any exception or alternative must be clearly delineated and cannot materially affect the substance of this Request for Qualifications.

5. Additional Data. Any additional information which the respondent wishes to bring to the attention of the City that is relevant to this RFQ.

6. PowerSupply Coordination Service Agreement. Provide a copy of your proposed PowerSupply Coordination Service Agreement. Note that the attached City Standard Terms and Conditions (Attachment B-1) will need to be addressed in any contract resulting from the RFQ process.

I. Evaluation of Responses; Selection Process

1. Evaluation Criteria

The following criteria are expected to be among those utilized in the evaluation and selection process. They are presented as a guide for the respondents in understanding the City's requirements and expectations for this project and are not necessarily all-inclusive or presented in order of importance.

a. Qualifications, experience, expertise, and capabilities of the respondent and individual team members. Background, qualifications, and previous experience of the firm and the key personnel to be assigned to the project and their demonstrated competence, experience and expertise in the scope and type of work to be performed. The type of experience, expertise, capabilities, and qualifications desired are outlined in Section B. - Qualifications of this RFQ.

The City may contact one or more of the organization references listed in Section H.2.b. of this RFQ as part of assessing the experience, expertise and capabilities of the bidders or those selected as the finalist(s).

b. The overall quality of the response and its responsiveness to the requirements of this RFQ.

c. Reasonableness of terms and conditions included in the proposed PowerSupply Coordination Service Agreement and respondent’s willingness to accept the City’s required terms and conditions.

2. Selection Process

The selection shall be done in two stages. Stage one shall be a short listing of respondents based on the criteria outlined above. A Selection Committee may be established as part of this process, the committee will interview as many firms as it deems necessary to determine which firm or firms can provide the most effective services to the City. Negotiations will then commence with the successful firm(s).

J. Rights Reserved To The City

The City reserves the right to award in part, to reject any and all responses in whole or in part for misrepresentation or if the respondent is in default of any prior City contract, or if the proposal limits or modifies any of the terms and conditions and/or specifications of the RFQ. The City also reserves the right to waive technical defects, irregularities and omissions if, in its judgment, the best interest of the City will be served.

K. Federal, State and Local Employment Requirements

Respondents, if applicable, shall be obligated to fully comply with Federal Davis-Bacon Act, Federal American Recovery and Reinvestment Act of 2009, and the Housing and Urban Development Section 3 Clause, all as further specified in the attached City of Waterbury Contract form.

Attachment A Documents

• ANNUAL STATEMENT OF FINANCIAL INTEREST

• DEBARMENT CERTIFICATION

• CITY OF WATERBURY DISCLOSURE OF OUTSTANDING OBLIGATIONS

CITY OF WATERBURY

ANNUAL STATEMENT OF FINANCIAL INTERESTS (Calendar Year 202__) Persons or Entities Conducting Business with the City d:\attach-a-annual statement of financial interests.doc 1

I. Outstanding Purchase Orders of Contracts with the City

A. Contracts

No Contracts with the City

(Service or Commodity Covered by Contract)

(Term of Contract)

(Service or Commodity Covered by Contract)

(Term of Contract)

(Service or Commodity Covered by Contract)

(Term of Contract)

FILL IN AND RETURN WITH YOUR SUBMISSION

Persons or Entities Conducting Business with the City d:\attach-a-annual statement of financial interests.doc 2

B. Purchase Order(s).

No Purchase Order(s) with the City

(Service or Commodity Covered by Purchase Order)

(Date of Purchase Order)

(Service or Commodity Covered by Purchase Order)

(Date of Purchase Order)

(Service or Commodity Covered by Purchase Order)

(Date of Purchase Order)

Persons or Entities Conducting Business with the City d:\attach-a-annual statement of financial interests.doc 3

II. Financial Interest Disclosure (Public Officials, Employees or Board and Commission Members with interest in

Person or Entity Conducting Business with the City)

No Officials, Employees or Board and Commission Members with Financial Interest

(Name of Official)

(Position with City)

(Nature of Business Interest) (e.g. Owner, Director etc…)

Interest Held By:

Self Spouse Joint Child

(Name of Official)

(Position with City)

(Nature of Business Interest) (e.g. Owner, Director etc…)

Interest Held By:

Self Spouse Joint Child d:\attach-a-annual statement of financial interests.doc 4

1. I certify that this Annual Statement of Financial Interests is a complete and accurate statement of those matter required to be disclosed by me pursuant to §39.061 of the Code of Ordinances.

2. I understand that if I fail to file an Annual Statement (or amendment thereto) or an inaccurate Statement I will be in violation with Chapter 39 of the Code of Ordinance and, thereby, subject to the remedies set forth in §§38.71 and

39.101 of said Code.

3. I understand that I must file with the City Clerk, within fifteen (15) days following any reportable occurrence, any amendments to the Annual Statement.

I have read and agree to the above certification.

(Name of Company, if applicable)

Signature of Individual (or Authorized Signatory) Date

Print or Type Name and Title (if applicable)

DELIVERED By Mail Hand-Delivered

DISCLOSURE AND CERTIFICATION AFFIDAVIT REGARDING OUTSTANDING

OBLIGATIONS TO THE CITY OF WATERBURY

For the purposes of this Disclosure of Outstanding Financial Obligations, the following definitions apply:

(a) “Contract” means any Public Contract as defined below.

(b) "Person” means one (1) or more individuals, partnerships, corporations, associations, or joint ventures.

(c) “Public Contract” means any agreement or formal commitment entered into by the city to expend funds in return for work, labor, services, supplies, equipment, materials or any combination of the foregoing, or any lease, lease by way of concession, concession agreement, permit, or per agreement whereby the city leases, grants or demises property belonging to the city, or otherwise grants a right of privilege to occupy or to use said property of the city.

(d) “City” means any official agency, board, authority, department office, or other subdivision of the City of Waterbury.

State of_____________________________

SS.:___________________

County of___________________________

_____________________________________________________, being first duly sworn, deposes and says that:

1. I am the owner, partner, officer, representative, agent or ___________________ of __________________________(Contractor’s Name), the Contractor that has submitted the attached agreement.

2. I am fully informed respecting the preparation and contents of the attached Agreement and of all pertinent circumstances respecting such Agreement;

3. That as a person desiring to contract with the City (check all that apply):

____ The Contractor and each owner, partner, officer, representative, agent or affiliate of the Contractor has filed a list of taxable personal property with the City of Waterbury for the most recent grand list, as required by Conn.

Gen. Stat. §12-42.

____ Neither the Contractor nor any owner, partner, officer, representative, agent or affiliate of the Contractor are required to file a list of taxable personal property with the City of Waterbury for the most recent grand list, as required by Conn. Gen. Stat. §12-42.

____ Neither the Contractor nor any owner, partner, officer, representative, agent or affiliate of the Contractor either directly or through a lease agreement, owes back taxes to the City of Waterbury

OBLIGATIONS TO THE CITY OF WATERBURY

____ Neither the Contractor nor any owner, partner, officer, representative, agent or affiliate of the Contractor either directly or through a lease agreement, has any other outstanding obligations to the City of Waterbury

4. The following list is a list of the names of all persons affiliated with the business of the Contractor, if none state none. Use additional sheet if necessary (Must be on company letterhead and notarized):

Name Title Affiliated Company (if none state NONE)

Service or

Material

DOB

5. That as a person desiring to contract with the City:

(a) The Contractor or an owner, partner, officer, representative, agent or affiliate of the Contractor provides, or has provided, services or materials to the City within one (1) year prior to the date of this disclosure, if none, state none.

Use additional sheet if necessary (Must be on company letterhead and notarized):

Name Title Affiliated Company (if none state NONE)

Service or

Material

DOB

(b) The Contractor possesses an ownership interest in the following business organizations, if none, state none. Use additional sheet if necessary (Must be on company letterhead and notarized) :

Organization Name

Address Type of Ownership

(c) The following persons possess an ownership interest in the Contractor. If the Contractor is a corporation, list all of the officers of the corporation and the names of each stockholder whose shares exceed twenty-five

OBLIGATIONS TO THE CITY OF WATERBURY

(25) percent of the outstanding stock, if none, state none. Use additional sheet if necessary (Must be on company letterhead and notarized):

Name Title DOB Stock %

(d) Of the following of the affiliates, individuals or business entities identified in this affidavit, list each that owns, owned, or within one (1) year prior to the date of this disclosure has owned, taxable property situated in the City of Waterbury, if none state none. Use additional sheet if necessary (Must be on company letterhead and notarized):

Name Title Affiliated Company (if none state NONE)

Address DOB

(e) If the Contractor conducts business under a trade name, the following additional information is required: the place where such entity is incorporated or is registered to conduct such business; and the address of its principal place of business, if none, state none:

TRADE NAME PLACE OF INCORPORATION/REGISTRY PRINCIPAL

PLACE

OF BUSINESS

I hereby certify that the statements set forth above are true and complete, and I understand that any incorrect information or omission of information from this affidavit may result in the immediate termination of the Contractor’s agreement with the City of Waterbury.

For Partnership/Sole Proprietor

In presence of:

Witness Name of Partnership/Business

OBLIGATIONS TO THE CITY OF WATERBURY

By: ______________________________ Name of General Partner/ Sole Proprietor

Address of Business

State of _____________________ )

) SS

County of ____________________ )

______________________________________________ being duly sworn, Deposes and says that he/she is _____________________ of _____________ and that he/she answers to the foregoing questions and all statements therein are true and correct.

Subscribed and sworn to before me this _________ day of _________ 202_.

(Notary Public)

My Commission Expires: ________________________________

For Corporation

Witness Name of Corporate Signatory

Address of Business

Affix Corporate

Seal

By:__________________________________ Name of Authorized Corporate Officer

Its:_____________________________ Title

OBLIGATIONS TO THE CITY OF WATERBURY

State of _____________________ )

) SS

County of ____________________ )

______________________________________________ being duly sworn, deposes and says that he/she is _____________________ of _____________ and that he/she answers to the foregoing questions and all statements therein are true and correct.

Subscribed and sworn to before me this _________ day of _________ 202__.

(Notary Public)

My Commission Expires: ________________________________

Attachment B-1 Documents

• CITY STANDARD TERMS AND CONDITIONS

• SAMPLE CORPORATE RESOLUTION

• SAMPLE LLC RESOLUTION

Attachment B-1 City Standard Terms and Conditions

1. SUPPLIER RERESENTATIONS REGARDING QUALIFICATION AND ACCREDIDATION

The Supplier represents that, to the extent required by law, it is licensed to perform the scope of work set forth in this RFQ. The Supplier further represents that its employees have the requisite skill, expertise and knowledge necessary to perform the scope of work required under the terms of this agreement and the City relies upon these.

The Supplier hereby represents that, to the extent required by Federal, State and Local statutes, regulations, codes, ordinances, and policies, that the Supplier and/or its employees be licensed, certified, registered, or otherwise qualified, the Supplier and all employees providing services under this agreement, are in full compliance with those statutes, regulations and ordinances.

2. FORCE MAJEURE

Except for the City’s obligation to pay Supplier for Electricity delivered, if either Party is rendered unable, wholly or in part, to perform its obligations under this Agreement due to Force Majeure, to the extent affected by the Force Majeure the obligations of each Party will be suspended for the duration of such Force Majeure. A Party claiming Force Majeure shall promptly notify the other Party by telephone or e-mail and confirm within a reasonable period of time by a written notice describing in reasonable detail the nature, and estimated duration, of such Force Majeure. The Force Majeure will, so far as possible, be remedied with all reasonable dispatch. If the duration of the Force Majeure event exceeds twenty (20) calendar days, the Party not claiming Force Majeure may terminate the affected portions of this Agreement with ten (10) calendar days written notice to the other Party. Any termination due to Force Majeure will not be subject to an early termination payment.

Supplier shall not be held responsible for delays nor be subject to liquidated damages when such delays are caused by conditions beyond its control, including without limitation:

A. Acts of God, fire, explosion, epidemic, cyclone, flood, war, strikes, revolution, civil commotion, or acts of public enemies; and

B. Change of law, order, proclamation, regulation, ordinance, or governmental requirement.

3. DEFAULT AND TERMINATION

The Supplier shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this agreement by the Supplier, and the City may withhold any payments to the Supplier for the purpose of setoff until such time as the exact amount of damages due the City from the Supplier is determined.

4. NON-APPROPRIATION OR LACK OF FUNDING

The Supplier acknowledges that the City is a municipal corporation and that this agreement is subject to the appropriation of funds by the City sufficient for this agreement for each budget year in which this agreement is in effect. The Supplier therefore agrees that the City shall have the right to terminate this agreement in whole or in part without penalty in the event sufficient funds to provide for City payment(s) under this agreement are not appropriated, not authorized or not made available pursuant to law, or such funding has been reduced pursuant to law.

5. GOVERNMENT REGULATIONS

This Solicitation and all rights and obligations of the parties hereunder are subject to all applicable federal, State, and local laws and all duly promulgated orders and duly authorized actions of governmental authorities. The Supplier shall obtain and maintain at its expense al permits and licenses necessary to perform the services under this Solicitation.

6. INDEMNIFICATION

A. The Supplier shall indemnify, defend, and hold harmless the City and its boards, the City's Board of Education (if applicable), commissions, agents, officials and employees from and against all claims, suits, damages, losses, judgments, costs and expenses including attorney's fees arising out of or resulting from the delivery of the labor, services, equipment, materials, reports, plans, specifications, deliverables, incidentals, etc provided that any such claims, suits, damages, losses, judgments, costs or expenses (a) are attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the services itself) including the loss of use resulting there from, and (b) is caused in whole or in part by any willful or negligent act or omission of the Supplier, its employees, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder.

B. In any and all claims against the City or any of its boards, agents, employees or officers by the Supplier or any employee of the Supplier, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph A, above, shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Supplier or any subcontractor under Worker's Compensation Acts, disability benefit acts or other employee benefit acts.

7. CONFORMANCE WITH FEDERAL, STATE, AND OTHER JURISDICTIONAL REQUIREMENTS

By executing this agreement, the Supplier represents and warrants that, at all pertinent and relevant times to the agreement, it has been, is and will continue to be in full compliance with all applicable statutes, acts, ordinances, guidelines, resolutions, orders, judgments, decrees, injunctions, rules, and regulations of all government authorities applicable to performance by the Supplier of services hereunder, including those having jurisdiction over its registration and licensing to perform services hereunder; including, but not limited to, the following: EQUAL EMPLOYMENT OPPORTUNITY ACT;

COPELAND ANTI-KICKBACK ACT, as supplemented in the Department of Labor Regulations (29 CFR Part 3); DAVIS-BACON ACT as supplemented by Department of Labor Regulations (29 CFR Part 5);

Section 103 and 107 of the Contract Work Hours and Safety Standards Act, as supplemented by the Department of Labor Regulations (29 CFR Part 5); and the HOUSING and COMMUNITY DEVELOPMENT ACT of 1974, as amended. All applicable sections of the City Charter and Code of Ordinances are incorporated by reference and made a part hereof.

8. DISPUTES: LEGAL PROCEEDINGS; WAIVER OF TRIAL BY JURY

The Supplier agrees that it waives a trial by jury as to any and all claims, causes of action or disputes arising out of this agreement or services to be provided pursuant to this agreement.

9. CHOICE OF LAW

This agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.

10. CITY CODE OF ORDINANCES, ETHICS, AND CONFLICT OF INTEREST CODE PROVISIONS

The Person (the term “Person” shall herein be as defined in Section 38 of the City’s Code of Ordinances) supplying the documents, data, studies, reports, specifications, deliverables, etc. under this Contract shall comply with all applicable Federal, State and Municipal statutes, regulations, charters, ordinances, rules, etc, whether or not they are expressly stated in this Contract, including but not limited to the following:

A. It shall be a material breach of this Contract, and, except as may be permitted by regulations or rulings of the City of Waterbury Board of Ethics it shall be a violation of the City’s Code of Ordinances, for any Public Official, City Employee or Member of a Board or Commission who is participating directly or indirectly in the procurement process as set forth in the City’s Code of Ordinances, including those participating in exempt transactions, to become or be the employee of any person contracting with the governmental body by whom the Official, Employee, or Board or Commission member is employed or is a member.

B. It shall be a material breach of this Contract, and it shall be a violation of the City’s Code of

Ordinances for any Person to offer, give, or agree to give any current or former Public Official, Employee or Member of a Board or Commission, or for such current or former Public Official, Employee or Member of a Board or Commission to solicit, demand, accept or agree to accept from another Person, a gratuity or an offer of employment in connection with any: decision;

approval; disapproval; recommendation; preparation of any part of a program requirement or a requisition; influencing the content of any specification or procurement standard; or rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement or a Contract or Purchase Order, or to any solicitation or proposal therefore.

C. It shall be a material breach of this Contract and it shall be a violation of the City’s Code of

Ordinances for any payment, Gratuity, or offer of employment to be made as an inducement for the award of a subcontract or order, by or on behalf of a subcontractor, the prime Consultant or higher tier subcontractor or any Person associated therewith, under a Contract or Purchase Order to the City.

D. The value of anything transferred or received in violation of the City’s Charter, Code of Ordinances, and/or regulations promulgated there under, by any Person subject to said Charter and/or Ordinances may be recovered by the City.

E. Upon a showing that a subcontractor made a kickback to the City, a prime Consultant or a higher tier subcontractor in connection with the award of a subcontract or order there under, it shall be conclusively presumed that the amount thereof was included in the price of the subcontract or order and ultimately borne by the City and will be recoverable hereunder from the recipient. In addition, said value may also be recovered from the subcontractor making such kickbacks.

Recovery from one offending party shall not preclude recovery from other offending parties.

F. It shall be a material breach of this Contract and it shall be a violation of the City’s Code of Ordinances for a Person to be retained, or to retain a Person, to solicit or secure a contract with the City upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee; and every Person, before being awarded a City Contract, shall deliver to the City, on a City authored form, a representation that such Person has not retained anyone in violation of this subsection F, the failure to deliver said form being a material breach of this Contract and a violation of the City’s Code of Ordinances. Note, however, this subsection f shall not apply to full-time Employees who, as a condition of their employment, may be entitled to bonuses or other fees in accordance with their employment relationship.

G. The Person hereby expressly represents that he/she/it has complied with those sections of the

City’s Code of Ordinances requiring that said Person has (1) delivered to the City an affidavit, on a City authored form, stating that the Person and its affiliates have no delinquent taxes or other financial obligations owned to the City; (2) filed the City authored financial disclosure statement form as set forth in the City’s Code of Ordinances regarding disclosure of financial interests; (3) delivered to the City a written acknowledgement, on a City authored form, evidencing receipt of a copy of the “Ethics and Conflict of Interest” ordinance for the City of Waterbury and hereby expressly represents that said Person is in full compliance with the entirety of said Code of Ordinances;

and (4) filed a current list of all taxable personal and real property as required by the State of Connecticut General Statutes. Any violation of this subsection G shall be deemed a material breach of this Contract and shall be a violation of the City’s Code of Ordinances for a Person

H. The definitions set forth in the City’s Code of Ordinances shall be the primary source for interpretation of the forgoing subsections A-G.

I. The Contractor is hereby charged with the requirement that it shall have knowledge of, and shall fully comply with, all relevant provisions of the City’s Charter and all relevant provisions of the City’s Code of Ordinances, including without limitation Chapters 93, titled “Discriminatory Practices”, Chapter 38 titled "Procurement and Contractual Agreements", and Chapter 40 titled "Ethics and Conflict of Interest", of said Code as may be amended from time to time.

J. The Contractor hereby acknowledges receipt of a copy of the Chapters 38 and 40 of City’s Ordinance regarding Procurement, Ethics, and Conflicts of Interest and has familiarized itself with said Code and hereby agrees to adhere to said Code. The text of Chapters 38 and 40 of said Code may be obtained from the Office of the City Clerk of the City and on the internet at the City Purchasing Department web site: www.waterbury-ct.gov/content/609/930/933.aspx [see two (2) links titled “procurement ordinance” and “ethics ordinance”].

K. Provision deleted.

L. Every Person who conducts business with, contracts, with or provides commodities or services to the City, is charged with notice of the extent of the powers and authority, and the limitations thereon, of the Public Officials and Employees of the City, as set forth in the charter of the City, the Code of Ordinances and any Regulations or Policies pertaining thereto. In particular, and without implying any limitation as to its applicability, it applies to all Persons who participate in the procedures pertaining to the Centralized Procurement System as set forth in Chapter 38 and the Ethics and Conflict of Interest provisions set forth in Chapter 40 of the Code of Ordinances.

M. INTEREST OF CITY OFFICIALS. No member of the governing body of the City, and no other officer, employee, or agent of the City who exercises any functions or responsibilities in connection with the carrying out of the project, to which this agreement pertains, shall have any personal interest, direct or indirect, in this agreement.

N. PROHIBITION AGAINST CONTINGENCY FEES. The Contractor hereby represents that it has not retained anyone to solicit or secure a contract with the City upon an agreement or understanding for a commission, percentage, brokerage or contingency fee.

O. FREEDOM OF INFORMATION ACT NOTICE. Pursuant to State statute, in the event the total compensation payable to the Consultant set forth in Section 6 herein is greater than $2,500,000.00, the City is entitled to receive a copy of any and all Consultant records and files related to the performance of this contract and those records and files are subject to the Freedom of Information Act ("the Act") and may be disclosed by the City pursuant to the Act.

CORPORATE RESOLUTION

I, ______________________________, hereby certify that I am the duly elected and acting Secretary of __________________________, a corporation organized and existing under the laws of the State of ____________________, do hereby certify that the following facts are true and were taken from the records of said corporation.

The following resolution was adopted at a meeting of the corporation duly held on the ______ day of _________, ________.

“It is hereby resolved that _______________________ is authorized to make, execute and approve, on behalf of this corporation, any and all contracts or amendments thereof”.

And I do further certify that the above resolution has not been in any way altered, amended, repealed and is now in full force and effect.

IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate seal of said _____________________________ corporation this ______ day of

_________, 202__.

Secretary

LIMITED LIABILTY COMPANY RESOLUTION

I, __________________________, hereby certify that I am the duly authorized and acting Member / Manager (circle one) of____________________, a limited liability company organized and existing under the laws of the State of_______________, do hereby certify that the following facts are true and were taken from the records of said LLC.

The following resolution was adopted at a meeting of the LLC duly held on the ______ day of _________, ________.

“It is hereby resolved that _____________is authorized to make, execute and approve, on behalf of this LLC, any and all contracts or amendments thereof”.

And I do further certify that the above resolution has not been in any way altered, amended, repealed and is now in full force and effect.

IN WITNESS WHEREOF, I hereunto set my hand and affix the company seal of said _____________________ , LLC this ______ day of ________________, 202__.

Manager/Member

Attachment C Document

• ADDENDUM/CERTIFICATION/NOTICE OF ACCEPTANCE

and NON-COLLUSION STATEMENT

ATTACHMENT C

KEVIN MC CAFFERY

DIRECTOR OF PURCHASING

235 GRAND STREET, ROOM 103

WATERBURY, CT 06702

The undersigned declares that the only persons or parties interested in this Proposal as principals are as stated;

that the Proposal is made without any collusion with other persons, firms, or corporations; that Proposer has carefully examined the entire Request for Proposal; that Proposer has informed itself fully in regard to all conditions pertaining to the Work and the place where it is to be performed; and that with this representation, the undersigned makes this Proposal. These prices shall cover all expenses incurred in performing the Work required under the Contract Documents, of which this Proposal and Form are a part.

The undersigned agrees and covenants that the Contract Time shall commence on delivery of the City of Waterbury's written notice to proceed, which shall occur after contract execution by both parties.

The undersigned acknowledges receipt of addenda numbered: (insert date)

1 ______________________________________ 4 _____________________________________

2 ______________________________________ 5 _____________________________________

3 ______________________________________ 6 _____________________________________

All Work for this Project shall be performed at the Proposal Prices as described in the Proposal Documents.

The undersigned hereby certifies under the penalties of perjury that this Proposal is in all respects bona fide, fair and made without collusion or fraud with any other person. As used in this section, the work "person" shall mean any natural person, joint venture, partnership, corporation, or other business or legal entity.

Social Security Number Signature of Individual or Corporate Name or Federal Identification Number

Corporate Officer (if applicable)

City notice of acceptance should be mailed, telegraphed or delivered to the undersigned Proposer at the following address:

Name _____________________________________________________ By: ____________________________________________________

(Title) Business Address: ___________________________________________

(City, State, Zip Code)

Phone: ____________________________________________________ Email:______________________________________________________

Date: ______________________________________________________

Note: If the Proposer is a corporation, indicate State of incorporation under signature, and affix corporate seal;

if a partnership, give full names and residential addresses, if different from business address.

Appendix A Document

• CITY OF WATERBURY UTILITY ACCOUNT NUMBERS

APPENDIX A

Department Account Number

Service Reference # Service Address

Customer Name Key

Approximate Annual kWh

Education 51004673034 770152005 483 CHASE PKWY West Side Middle School CITY 3,547 Education 51013809082 991704002 1255 HAMILTON AVE Wendell Cross CITY 711,360 Education 51014540124 136244005 77 WOODLAWN TER Driggs School CITY Education 51016553026 178634001 300 PIERPOINT RD Crosby HS CITY 1,993,600 Education 51024473068 182052009 685 BALDWIN ST Washington School CITY 135,480 Education 51039673082 409152003 3196 E MAIN ST Generali CITY 214,400 Education 51051073021 873792001 WALSH ST 29 Ashley St CITY 171,120 Education 51133673095 992252006 62 HARPER AVE CITY 116,720 Education 51135387009 355473000 422 HIGHLAND AVE TRL WATE 244 Education 51174553057 442932008 2780 N MAIN ST Reagan Elementary School CITY 137,664 Education 51178218012 419934000 24 KENMORE AVE Carrngton School WATE Education 51178993077 391662008 233 BIRCH ST Wilson School CITY 41,360 Education 51208273052 351052003 11 DRAHER ST Barnard School CITY 132,960 Education 51220653042 170042003 422 HIGHLAND AVE - Kennedy HS CITY 1,127,232 Education 51235908092 205842007 58 GRIGGS Enlightenment School WATE 109,920 Education 51241493063 292262004 33 CHURCH ST OEC CITY 38,409 Education 51259673028 408152009 BIRCH ST WILSON CITY 312,790 Education 51295076046 696633009 24 KENMORE AVE Carrington School CITY 177,021 Education 51322860172 078244008 55 DIKEMAN ST Walsh School CITY Education 51342760147 912344007 685 BALDWIN STREET Washington School CITY 105,120 Education 51346653033 948832004 483 CHASE PKWY West Side Middle School CITY 1,993,360 Education 51357215045 574603001 30 A CHURCH ST State Street School WATE 314,400 Education 51369473053 510052004 40 WOODTICK RD Chase School CITY 172,920 Education 51377173042 074942003 711 WOODLAWN TER Driggs School CITY 205,600 Education 51405673047 660152008 3196 E MAIN ST East Farms School CITY 108,720 Education 51492485040 848613003 952 BANK ST Duggan WATE 696,960 Education 51498893056 372662007 380 PIERPONT RD Rotella Magnet WATE 860,400 Education 51537893067 117562008 300 PIERPONT CROSBY Field CITY 13,920 Education 51584673032 006152003 170 BUNKER HILL Bunker Hill School CITY 152,160 Education 51634573034 665052005 330 BUCKS HILL Bucks Hill School CITY 194,040 Education 51640346060 740043003 175 BIRCH ST FIRE P. 2,420 Education 51649553062 660042003 568 BUCKS HILL RD Wilby CITY 3,001,936 Education 51696573088 127052009 40 WOODTICK RD Chase CITY 3,440 Education 51721993095 261762006 330 BUCKS HILL ROAD NEMS WATE 83,280 Education 51764473013 676942004 2 CYPRESS ST Hopeville WATE 135,760 Education 51792793093 746462004 SO END ELEM CITY 592,896 Education 51809695075 586723003 33 GRIGGS ST (REED) CITY 608,256 Education 51818739062 242742004 116 BEECHER AVE WATE 86,000 Education 51831716048 740043003 175 BIRCH (CAREER AC) 1,429,253 Education 51853873057 082252008 1443 THOMASTON AVE Sprague CITY 178,080 Education 51864373063 870942004 809 HIGHLAND AVE Tinker CITY 179,640 Education 51865993018 656662009 40 WOODTICK Chase WATE 66,747 Education 51890494065 727103006 107 WYOMING Gilmartin 707,204 Education 51894149095 313252006 117 SOUTHMAYD RD WATE 48,836 Education 51902860170 420344007 170 BUNKER HILL AVE/Bldg School CITY - Education 51936993021 831662002 1 SCHOOL ST/WAMS WATE 1,823,760 Education 51983173097 307842008 KINGSBURY CITY 126,920

Fire 51026573014 821152005 197 BUNKER HILL AVE WATE 23,849 Fire 51034573071 008942002 738 HIGHLAND WATE 68,520 Fire 51058963091 275742002 315 WALNUT ST WATE 39,077 Fire 51152573002 228052003 823 BALDWIN ST WATE 40,431 Fire 51261773071 348052002 1957 N MAIN ST WATE 123,360 Fire 51448863092 853842003 1956 EAST MAIN EAST WATE 31,893

CITY OF WATERBURY - ACCOUNT LIST

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