BOF 11 13 2024 Regular Meeting Agenda & Backup Documents *REVISED*

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PERSONAL SERVICE AGREEMENT / GRANT / CONTRACT 
U.S. American Rescue Plan Act Fund 
STATE OF CONNECTICUT 
Rev. 07/01/2024 (DEEP Electronic Format) 
Niantic River Boat Launch Overflow Lot Improvements DEPARTMENT OF ENERGY & ENVIRONMENTAL PROTECTION 
 
 
CHECK ONE:    
 
  GRANT 
 
  PERSONAL SERVICE AGREEMENT 
1. THE STATE BUSINESS UNIT AND THE CONTRACTOR AS LISTED BELOW HEREBY ENTER INTO AN AGREEMENT 
SUBJECT TO THE TERMS AND CONDITIONS STATED HEREIN AND/OR ATTACHED HERETO AND SUBJECT TO THE 
PROVISIONS OF SECTION 4-98 OF THE CONNECTICUT GENERAL STATUTES AS APPLICABLE. 
(1) 
  ORIGINAL    
(2) IDENTIFICATION #s. 
P.S.  
2. ACCEPTANCE OF THIS CONTRACT IMPLIES CONFORMANCE WITH TERMS AND CONDITIONS SET FORTH BY THE 
OFFICE OF POLICY AND MANAGEMENT PERSONAL SERVICE AGREEMENT STANDARDS AND PROCEDURES. 
  AMENDMENT 
P.O.       
CONTRACTOR 
(3) CONTRACTOR NAME 
TOWN OF WATERFORD 
(4) 
ARE YOU PRESENTLY A STATE 
EMPLOYEE? 
 YES  
 NO 
CONTRACTOR ADDRESS 
15 Rope Ferry Road, Waterford, CT  06385 
CONTRACTOR FEIN/SSN 
  - 
STATE 
AGENCY 
(5) AGENCY NAME AND ADDRESS 
DEEP - Bureau of Outdoor Recreation, 79 Elm Street, Hartford, CT 06106-5127 
(6) Dept No. 
DEP43000 
CONTRACT 
PERIOD 
(7) DATE (FROM) 
Execution 
THROUGH (TO) 
Execution + 5 years 
(8) INDICATE 
 MASTER AGREEMENT    
 CONTRACT AWARD NO. __________  
 NEITHER 
COMPLETE 
DESCRIPTION 
OF SERVICE 
(9) CONTRACTOR AGREES TO: (Include special provisions - Attach additional blank sheets if necessary.) 
 
1. 
Performance:  Do, conduct, perform or cause to be performed in a satisfactory and proper manner as determined by 
the Commissioner of Energy and Environmental Protection, all work described in Appendix A, which is attached hereto 
and made a part hereof.  
 
Appendix A consists of 5 pages numbered A-1 through A-5 inclusive. 
 
Page 1 of 7 
Standard Terms and Conditions are contained in Pages 2 through 7 and are attached hereto and made a part hereof. 
COST AND 
SCHEDULE OF 
PAYMENTS 
(10)PAYMENT TO BE MADE UNDER THE FOLLOWING SCHEDULE UPON RECEIPT OF PROPERLY EXECUTED AND APPROVED INVOICES. 
 
Cost and Schedule of Payments is attached hereto as Appendix B and made a part hereof.  (Appendix B consists of 1 page 
numbered B-1). 
 
Total Payments Not to Exceed the Maximum Amount of $568,000.00. 
(11) OBLIGATED AMOUNT 
$568,000.00  
 
(12) 
Amount 
(13)  
Dept 
(14) 
Fund 
(15)  
SID 
(16)  
Program 
(17)  
Project 
(18) 
Activity 
(19)       
Bud Ref 
(20)     
Agency CF 1 
(21)  
Agency CF 2 
(22)  
Account 
$568,000.00 
DEP43153 
12060 
35328 
64003 
DEP-Nonproject 
      
2024 
      
      
55050 
      
      
      
      
      
      
      
     
      
      
      
      
      
      
      
      
      
      
     
      
      
      
      
      
      
      
      
      
      
     
      
      
      
      
      
      
      
      
      
      
     
      
      
      
      
      
      
      
      
      
      
     
      
      
      
An individual entering into a Personal Service Agreement with the State of Connecticut is contracting under a ''work-for-hire'' arrangement. As such, the individual is an independent contractor, 
and does not satisfy the characteristics of an employee under the common law rules for determining the employer/employee relationship of Internal Revenue Code Section 3121 (d) (2). 
Individuals performing services as independent contractors are not employees of the State of Connecticut and are responsible themselves for payment of all State and local income taxes, 
federal income taxes and Federal Insurance Contribution Act (FICA) taxes. 
ACCEPTANCES AND APPROVALS 
(23) STATUTORY AUTHORITY   
CGS Sec. 4-8 as amended; CGS  Sec. 22a-6(a)(2) as amended       
CGS Sec. 7-148(c) as amended (mun. auth.) 
(24) CONTRACTOR (OWNER OR AUTHORIZED SIGNATURE) 
TITLE 
Robert J. Brule, First Selectman, Waterford 
DATE 
 
(25) AGENCY (AUTHORIZED OFFICIAL) 
TITLE 
Michael Lambert, Chief 
Bureau of Outdoor Recreation 
DATE 
 
(26) ATTORNEY GENERAL (APPROVED AS TO FORM) 
DATE 
 
    DISTRIBUTION:         CONTRACTOR                        AGENCY                         FUNDS AVAILABLE:________________________________   
 
 
Pending BOS Approval
15

Page 2 of 7 
STANDARD TERMS AND CONDITIONS 
(Rev.7/01/24) 
 
1. Definitions: 
(a) State. The State of Connecticut, including the Department of Energy and Environmental Protection and any office, department, board, 
council, commission, institution or other agency of the State. 
(b) Commissioner.  The Commissioner of Energy and Environmental Protection or the Commissioner’s designated agent.   
(c) Parties.  The Department of Energy and Environmental Protection (DEEP or Agency) and the Contractor. 
(d) Contractor Parties.  Contractor Parties shall be defined as 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.  To the extent that any Contractor Party is to participate or Perform in any way, directly or indirectly 
in connection with the Contract, any reference in the Contract to the “Contractor” shall also be deemed to include “Contractor Parties”, as 
if such reference had originally specifically included “Contractor Parties” since it is the Parties’ intent for the terms “Contractor Parties” 
to be vested with the same respective rights and obligations as the terms “Contractor.” 
(e) Contract. This agreement, as of its Effective Date, between the Contractor and the State for any or all goods or services as more 
particularly described in Appendix A. 
(f) Execution.  This contract shall be fully executed when it has been signed by authorized representatives of the parties, and if it is for 
an amount of Twenty-five thousand dollars ($25,000.00) or more, by the authorized representative of the state Attorney General's office. 
(g) Exhibits.  All attachments, appendices or exhibits referred to in and attached to this Contract are incorporated in this Contract by such 
reference and shall be deemed to be a part of it as if they had been fully set forth in it. 
(h) Records.  For the purposes of this Contract, records are defined as 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. 
(i) Confidential Information. Confidential Information 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 Department 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. 
(j) Confidential Information Breach. Confidential Information Breach 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 State;  (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 client, the Contractor, the Department or State. 
(k) Claim. Claim shall mean, 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. 
2. Audit Requirements for Recipients of State Financial Assistance. For purposes of this paragraph, the word "contractor" shall be deemed 
to mean "nonstate entity," as that term is defined in Section 4-230 of the Connecticut General Statutes.  The contractor shall provide for 
an annual financial audit acceptable to the Agency for any expenditure of state-awarded funds made by the contractor.  Such audit shall 
include management letters and audit recommendations.  The State Auditors of Public Accounts shall have access to all records and 
accounts for the fiscal year(s) in which the award was made.  The contractor will comply with federal and state single audit standards as 
applicable. 
3. 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. 
4. Termination.  
(a) Notwithstanding any provisions in this Contract, the Agency, through a duly authorized employee, may Terminate the Contract 
whenever the Agency makes a written determination that such Termination is in the best interests of the State.  The Agency shall 
notify the Contractor in writing of Termination pursuant to this section, which notice shall specify the effective date of Termination 

 
 
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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 Agency, 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 Agency 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 Agency for purposes of correspondence, or by hand delivery.  Upon receiving the 
notice from the Agency, the Contractor shall immediately discontinue all services affected in accordance with the notice, undertake 
all commercially reasonable efforts to mitigate any losses or damages, and deliver to the Agency all Records.  The Records are deemed 
to be the property of the Agency and the Contractor shall deliver them to the Agency 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 Agency 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 Agency, the Contractor shall cease operations as the Agency directs in the 
notice, and take all actions that are necessary or appropriate, or that the Agency may reasonably direct, for the protection, and 
preservation of the Goods and any other property.  Except for any work which the Agency 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 Agency shall, within forty-five (45) days of the effective date of Termination, reimburse the Contractor for its Performance 
rendered and accepted by the Agency, 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 Agency is not obligated to tender to the Contractor any payments for anticipated or lost profits.  Upon request by the Agency, 
the Contractor shall assign to the Agency, or any replacement contractor which the Agency designates, all subcontracts, purchase 
orders and other commitments, deliver to the Agency all Records and other information pertaining to its Performance, and remove 
from State premises, whether leased or owned, all of Contractor’s property, equipment, waste material and rubbish related to its 
Performance, all as the Agency may request.   
(f) For breach or violation of any of the provisions in the section concerning Representations and Warranties, the Agency 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 Agency. 
5. Indemnification. 
(a) The Contractor shall indemnify, defend and hold harmless the State 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 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 State 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 State harmless from any liability arising due to the negligence 
of the State or any other person or entity acting under the direct control or supervision of the State. 
(c) The Contractor shall reimburse the State for any and all damages to the real or personal property of the State caused by the Acts of 
the Contractor or any Contractor Parties.  The State 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 State 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 State 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 State and the Agency all in an electronic format acceptable to the State 
prior to the Effective Date of the Contract evidencing that the State is an additional insured.  The Contractor shall not begin 
Performance until the delivery of these three documents to the Agency.  Contractor shall provide an annual electronic update of the 
three documents to the Agency and the State on or before each anniversary of the Effective Date during the Contract term.  State shall 

 
 
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be entitled to recover under the insurance policy even if a body of competent jurisdiction determines that State is contributorily 
negligent. 
(f) This section shall survive the Termination of the Contract and shall not be limited by reason of any insurance coverage. 
6. Sovereign Immunity. The parties acknowledge and agree that nothing in the Solicitation or the Contract shall be construed as a modification, 
compromise or waiver by the State of any rights or defenses of any immunities provided by Federal law or the laws of the State of 
Connecticut to the State or any of its officers and employees, which they may have had, now have or will have with respect to all matters 
arising out of the Contract.  To the extent that this section conflicts with any other section, this section shall govern. 
7. Audit and Inspection of Plants, Places of Business and Records.  
(a) The State and its agents, including, but not limited to, the Connecticut Auditors of Public Accounts, Attorney General and State’s 
Attorney and their respective agents, may, at reasonable hours, inspect and examine all of the parts of the Contractor’s and Contractor 
Parties’ plants and places of business which, in any way, are related to, or involved in, the performance of this Contract.   
(b) The Contractor shall maintain, and shall require each of the Contractor Parties to maintain, accurate and complete Records.  The 
Contractor shall make all of its and the Contractor Parties’ Records available at all reasonable hours for audit and inspection by the 
State and its agents.   
(c) The State shall make all requests for any audit or inspection in writing and shall provide the Contractor with at least twenty-four (24) 
hours’ notice prior to the requested audit and inspection date.  If the State suspects fraud or other abuse, or in the event of an emergency, 
the State is not obligated to provide any prior notice.   
(d) The Contractor will pay for all costs and expenses of any audit or inspection which reveals information that, in the sole determination 
of the State, is sufficient to constitute a breach by the Contractor under this Contract.  The Contractor will remit full payment to the 
State for such audit or inspection no later than 30 days after receiving an invoice from the State. If the State does not receive payment 
within such time, the State may setoff the amount from any moneys which the State would otherwise be obligated to pay the Contractor 
in accordance with this Contract's Setoff provision. 
(e) The Contractor shall keep and preserve or cause to be kept and preserved all of its and Contractor Parties’ Records until three (3) 
years after the latter of (i) final payment under this Contract, or (ii) the expiration or earlier termination of this Contract, as the same 
may be modified for any reason.  The State may request an audit or inspection at any time during this period.  If any Claim or audit is 
started before the expiration of this period, the Contractor shall retain or cause to be retained all Records until all Claims or audit 
findings have been resolved. 
(f) The Contractor shall cooperate fully with the State and its agents in connection with an audit or inspection.  Following any audit or 
inspection, the State may conduct and the Contractor shall cooperate with an exit conference. 
(g) The Contractor shall incorporate this entire Section verbatim into any contract or other agreement that it enters into with any Contractor 
Party. 
8. Campaign Contribution Restriction. For all State contracts, defined in section 9-612 of the Connecticut General Statutes as having a value 
in a calendar year of $50,000 or more, or a combination or series of such agreements or contracts having a value of $100,000 or more, the 
authorized signatory to this Contract represent that they have received the State Elections Enforcement Commission's notice advising state 
contractors of state campaign contribution and solicitation prohibitions, and will inform its principals of the contents of the notice. 
9. Confidential Information.  The Agency will afford due regard to the Contractor’s request for the protection of proprietary or confidential 
information which the Agency receives.  However, all materials associated with the Bid and the Contract are subject to the terms of the 
Connecticut Freedom of Information Act (“FOIA”) and all corresponding rules, regulations and interpretations.  In making such a request, 
the Contractor 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 Contractor 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 Contractor 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.  To the extent that any other provision or part of the Contract, especially including 
the Bid, the Records and the specifications, conflicts or is in any way inconsistent with this section, this section controls and shall apply 
and the conflicting provision or part shall not be given effect.  If the Contractor indicates that certain documentation is submitted in 
confidence, by specifically and clearly marking said documentation as CONFIDENTIAL,” the Agency will endeavor to keep said 
information confidential to the extent permitted by law.  The Agency, however, has no obligation to initiate, prosecute or defend any legal 
proceeding or to seek a protective order or other similar relief to prevent disclosure of any information that is sought pursuant to a FOIA 
request.  The Contractor shall have the burden of establishing the availability of any FOIA exemption in any proceeding where it is an 
issue.  In no event shall the Agency or the State have any liability for the disclosure of any documents or information in its possession 
which the Agency believes are required to be disclosed pursuant to the FOIA or other requirements of law. 
10. Protection of Confidential Information.  
(a) Contractor and Contractor Parties, at their own expense, have a duty to and shall protect from a Confidential Information Breach any 
and all Confidential Information which they come to possess or control, wherever and however stored or maintained, in a 
commercially reasonable manner in accordance with current industry standards. 
(b) Each Contractor or Contractor Party shall develop, implement and maintain a comprehensive data - security program for the protection 
of Confidential Information.  The safeguards contained in such program shall be consistent with and comply with the safeguards for 
protection of Confidential Information, and information of a similar character, as set forth in all applicable federal and state law and 
written policy of the Agency or State concerning the confidentiality of Confidential Information. Such data-security program shall 

 
 
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include, but not be limited to, the following: 
(1) A security policy for employees related to the storage, access and transportation of data containing Confidential Information; 
(2) Reasonable restrictions on access to records containing Confidential Information, including access to any locked storage where 
such records are kept; 
(3) A process for reviewing policies and security measures at least annually;  
(4) Creating secure access controls to Confidential Information, including but not limited to passwords; and 
(5) Encrypting of Confidential Information that is stored on laptops, portable devices or being transmitted electronically. 
(c) The Contractor and Contractor Parties shall notify the Agency and the Connecticut Office of the Attorney General as soon as practical, 
but no later than twenty-four (24) hours, after they become aware of or suspect that any Confidential Information which Contractor 
or Contractor Parties have come to possess or control has been subject to a Confidential Information Breach.   If a Confidential 
Information Breach has occurred, the Contractor shall, within three (3) business days after the notification, present a credit monitoring 
and protection plan to the Commissioner of Administrative Services, the Agency and the Connecticut Office of the Attorney General, 
for review and approval. Such credit monitoring or protection plan shall be made available by the Contractor at its own cost and 
expense to all individuals affected by the Confidential Information Breach.  Such credit monitoring or protection plan shall include,but 
is not limited to reimbursement for the cost of placing and lifting one (1) security freeze per credit file pursuant to Connecticut General 
Statutes § 36a-701a. Such credit monitoring or protection plans shall be approved by the State in accordance with this Section and 
shall cover a length of time commensurate with the circumstances of the Confidential Information Breach.  The Contractors’ costs 
and expenses for the credit monitoring and protection plan shall not be recoverable from the Agency, any State of Connecticut entity 
or any affected individuals. 
(d) The Contractor shall incorporate the requirements of this Section in all subcontracts requiring each Contractor Party to safeguard 
Confidential Information in the same manner as provided for in this Section. 
(e) Nothing in this Section shall supersede in any manner Contractor’s or Contractor Party’s obligations pursuant to HIPAA or the 
provisions of this Contract concerning the obligations of the Contractor as a Business Associate of Covered Entity. 
11. Executive Orders and Other Enactments.  
(a) All references in this Contract to any Federal, State, or local law, statute, public or special act, executive order, ordinance, regulation 
or code (collectively, “Enactments”) shall mean Enactments that apply to the Contract at any time during its term, or that may be 
made applicable to the Contract during its term. This Contract shall always be read and interpreted in accordance with the latest 
applicable wording and requirements of the Enactments.  Unless otherwise provided by Enactments, the Contractor is not relieved of 
its obligation to perform under this Contract if it chooses to contest the applicability of the Enactments or the Client Agency’s authority 
to require compliance with the Enactments. 
(b) This Contract is subject to the provisions of Executive Order No. Three of Governor Thomas J. Meskill, promulgated June 16, 1971, 
concerning labor employment practices, Executive Order No. Seventeen of Governor Thomas J. Meskill, promulgated February 15, 
1973, concerning the listing of employment openings and Executive Order No. Sixteen of Governor John G. Rowland promulgated 
August 4, 1999, concerning violence in the workplace, all of which are incorporated into and are made a part of this Contract as if 
they had been fully set forth in it.  
(c) This Contract may be subject to (1) Executive Order No. 14 of Governor M. Jodi Rell, promulgated April 17, 2006, concerning 
procurement of cleaning products and services; and (2) Executive Order No. 61 of Governor Dannel P. Malloy promulgated December 
13, 2017 concerning the Policy for the Management of State Information Technology Projects, as issued by the Office of Policy and 
Management, Policy ID IT-SDLC-17-04.  If any of the Executive Orders referenced in this subsection is applicable, it is deemed to 
be incorporated into and made a part of this Contract as if fully set forth in it.  
12. Antitrust Provision.  Contractor hereby irrevocably assigns to the State of Connecticut all rights, title and interest in and to all Claims 
associated with this Contract that Contractor now has or may or will have and that arise under the antitrust laws of the United States, 15 
USC Section 1, et seq. and the antitrust laws of the State of Connecticut, Connecticut General Statute § 35-24, et seq., including but not 
limited to any and all Claims for overcharges. This assignment shall become valid and effective immediately upon the accrual of a Claim 
without any further action or acknowledgment by the parties. 
13. State Liability.  The State of Connecticut shall assume no liability for payment for services under the terms of this agreement until the 
contractor is notified that this agreement has been accepted by the contracting agency and, if applicable, approved by the Office of Policy 
and Management (OPM) or the Department of Administrative Services (DAS) and by the Attorney General of the State of Connecticut. 
14. Distribution of Materials.  The Contractor shall obtain written approval from the Commissioner prior to the distribution or publication of 
any materials prepared under the terms of this Contract.  Such approval shall not be unreasonably withheld. 
15. Change in Principal Project Staff.  Any changes in the principal project staff must be requested in writing and approved in writing by the 
Commissioner at the Commissioner’s sole discretion.  In the event of any unapproved change in principal project staff, the Commissioner 
may, in the Commissioner’s sole discretion, terminate this Contract. 
16. Further Assurances. The Parties shall provide such information, execute and deliver any instruments and documents and take such other 
actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Contract and 
which do not involve the vesting of rights or assumption of obligations other than those provided for in the Contract, in order to give full 
effect to the Contract and to carry out the intent of the Contract. 
17. Recording and Documentation of Receipts and Expenditures.  Accounting procedures must provide for accurate and timely recording of 
receipt of funds by source, expenditures made from such funds, and of unexpended balances.  Controls must be established which are 

 
 
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adequate to ensure that expenditures under this Contract are for allowable purposes and that documentation is readily available to verify 
that such charges are accurate.  
18. Assignability.  The Contractor shall not assign any interest in this Contract, and shall not transfer any interest in the same (whether by 
assignment or novation), without the prior written consent of the Commissioner thereto:  provided, however, that claims for money due or 
to become due the Contractor from the Commissioner under this Contract may be assigned to a bank, trust company, or other financial 
institution without such approval.  Notice of any such assignment or transfer shall be furnished promptly to the Commissioner.  
19. Third Party Participation.  The Contractor may make sub-awards, using either its own competitive selection process or the values 
established in the state’s competitive selection process as outlined in DAS General Letter 71, whichever is more restrictive, to conduct any 
of the tasks in the Scope of Work contained in Appendix A.  The Contractor shall advise the Commissioner of the proposed sub-awardee 
and the amount allocated, at least two (2) weeks prior to the making of such awards.  The Commissioner reserves the right to disapprove 
such awards if they appear to be inconsistent with the program activities to be conducted under this grant.  As required by Sec. 46a-68j-
23 of the Connecticut Regulations of State Agencies the Contractor must make a good faith effort, based upon the availability of minority 
business enterprises in the labor market area, to award a reasonable proportion of all subcontracts to such enterprises.  When minority 
business enterprises are selected, the Contractor shall provide DEEP with a copy of the Affidavit for Certification of Subcontractors as 
Minority Business Enterprises (MBE) along with a copy of the purchase order or contract engaging the Subcontractor.  The Contractor 
shall be the sole point of contact concerning the management of the Contract, including performance and payment issues.  The Contractor 
is solely and completely responsible for adherence by any subcontractor to all the applicable provisions of the Contract. 
   
20. Set Aside.   State agencies are subject to the requirements of CGS sec. 4a-60g. Unless otherwise specified by the invitation to bid, general 
contractors intending to subcontract any portion of work under this Contract shall subcontract 25% of the total contract value to small 
contractors certified by the Department of Administrative Services (DAS) and are further required to subcontract 25% of that 25% to 
minority and women small contractors certified as minority business enterprises by DAS. Selected general contractors that are certified 
by DAS as small contractors, minority business enterprises, or both are excused from this requirement but must comply with CGS sec. 4a-
60g(e) and complete a minimum of 30% of the work by dollar value with their own workforces and ensure at least 50% of the work overall 
by dollar value is completed by contractors or subcontractors certified as small contractors or minority business enterprises by DAS.  
21. Procurement of Materials and Supplies.  The Contractor may use its own procurement procedures which reflect applicable State and local 
law, rules and regulations provided that procurement of tangible personal property having a useful life of more than one year and an 
acquisition cost of one thousand dollars ($1,000.00) or more per unit be approved by the Commissioner before acquisition.  
22. 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 DEEP may cancel the Contract if the Contractor fails to comply 
with the Act. 
23. Affirmative Action and Sexual Harassment Policies. The Contractor agrees to comply with the Departments Affirmative Action and Sexual 
Harassment Policies available on DEEP’s web site.  Hard copies of the policy statements are available upon request at DEEP. 
24. Breach. If either Party breaches the Contract in any respect, the non-breaching Party shall provide written notice of the breach to the 
breaching Party and afford the breaching Party an opportunity to cure within ten (10) days from the date that the breaching Party receives 
the notice.  In the case of a Contractor breach, any other time period which the Agency sets forth in the notice shall trump the ten (10) 
days.  The 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 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 Agency believes that the Contractor has not performed according to 
the Contract, the Agency may withhold payment in whole or in part pending resolution of the Performance issue, provided that the Agency 
notifies the Contractor in writing prior to the date that the payment would have been due. 
25. Severability.  If any term or provision of the Contract or its application to any person, entity or circumstance shall, to any extent, be held 
to be invalid or unenforceable, the remainder of the Contract or the application of such term or provision shall not be affected as to persons, 
entities or circumstances other than those as to whom or to which it is held to be invalid or unenforceable.  Each remaining term and 
provision of the Contract shall be valid and enforced to the fullest extent possible by law.   
26. Contractor Guarantee. The Contractor shall:  perform the Contract in accordance with the specifications and terms and conditions of the 
Scope of Work, furnish adequate protection from damage for all work and to repair any damage of any kind, for which he or his workmen 
are responsible, to the premises or equipment, to his own work or to the work of other contractors; pay for all permits, licenses, and fees, 
and to give all notices and comply with all laws, ordinances, rules and regulations of the city and the State.   
27. Force Majeure. The Parties 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.  A Force Majeure event materially affects the cost of the Goods or 
Services or the time schedule for performance and is outside the control nor caused by the Parties.  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.  
28. Entirety of Contract.  The Contract is the entire agreement between the Parties with respect to its subject matter, and supersedes all prior 
agreements, proposals, offers, counteroffers and understandings of the Parties, whether written or oral.  The Contract has been entered into 
after full investigation, neither Party relying upon any statement or representation by the other unless such statement or representation is 
specifically embodied in the Contract. 

 
 
Page 7 of 9 
 
29. Interpretation. The Contract contains numerous references to statutes and regulations.  For purposes of interpretation, conflict resolution 
and otherwise, the content of those statutes and regulations shall govern over the content of the reference in the Contract to those statutes 
and regulations.  
30. Compliance with Consumer Data Privacy and Online Monitoring.Pursuant to section 4 of Public Act 23-16 of the Connecticut General 
Assembly, Contractor shall at all times comply with all applicable provisions of sections 42-515 to 42-525, inclusive, of the Connecticut 
General Statutes, as the same may be revised or modified. 
 
 
 
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APPENDIX A 
SCOPE OF WORK 
 
Project:  The Town of Waterford (the “Contractor”) shall complete improvements at certain 
property owned by the State of Connecticut, Department of Energy & Environmental Protection 
(the “State”) containing approximately 0.89 acres located in the Town of Waterford, Connecticut, 
known as 365 and 371 Rope Ferry Road, hereinafter referred to as “the Property,” which serves as 
overflow parking for the Niantic River State Boat Launch and Water Access Area adjacent to the 
Property (hereinafter the “Project”). 
Description:  Following the execution of this Contract, the Contractor agrees to complete the 
Project as outlined in this Scope of Work, and in accordance with, and subject to, the following 
terms and conditions: 
1. Project Activities/Deliverables: 
 
A. The Contractor shall design and construct public trailered parking, general parking, and 
stormwater quality improvements at the Property, to the satisfaction of the State 
(“Project”).  In so doing, the Town shall provide construction project management and 
the installation of features in accordance with the approved site design identified in 
Paragraph 2, including but not limited to: 
 
a. Sediment and erosion controls and public safety measures during construction; 
b. Post and rail fencing around the Property; 
c. Site lighting; 
d. Native vegetation landscaping; 
e. Stormwater quality rain garden infrastructure, with the exception of previously 
installed tree filters; 
f. Traffic, directional, and parking rule signage; 
g. Paving and pavement line striping; 
h. Pedestrian paths and sidewalks; 
i. Electrical conduits for anticipated future EV charging stations; 
j. Associated grading, trenching, and other earthwork; 
 
B. For the duration of construction activities, the Contractor shall erect informational 
signage at the Project site acknowledging State funding and informing users of 
accessibility, as further set forth in Paragraph 10 of this Agreement. 
C. Within one year after completion of the Project, the Contractor shall provide to the State 
as-built surveys of the Property depicting the accurate grade elevations and location of 
constructed features at the site. 
2. Budget and Phasing Plan: 
The Town shall adhere to the following budget and phasing plan.  Amounts dedicated to specific 
phases may be reallocated between the various phases upon written approval of the State 
without formal amendment of this Contract, provided the total amount payable under this 
Contract does not increase.  Both Parties acknowledge that the budgeted amounts below reflect 
current cost estimates and, in the event of significant increases in construction costs, completion 

 
 
A-2 
of each phase by the Contractor is contingent on securing additional funding by the Contractor 
and/or the State. 
 
Phase Associated Work 
Budgeted Estimate 
State Share 
Town Share 
1 
Completion of drainage 
and electrical conduits in 
the northerly half of the 
Premises, including 
associated site work 
$400,000.00 
$240,930.23 $159,069.77 
2 
Completion of drainage 
and electrical conduits in 
the southerly half of the 
Premises, including 
associated site work 
$200,000.00 
$120,465.17 $79,534.83 
3 
Completion of remaining 
site work including but not 
limited to sidewalks, 
timber rails, landscaping, 
light poles, and power 
supply 
$200,000.00 
$156,604.65 $43,395.35 
 
3. Project Design.  Prior to construction, the Contractor shall prepare a scaled site design for 
trailered parking, general parking, and stormwater quality improvements.  Such site design shall 
be submitted to the DEEP Boating Division for review and written approval.  The Contractor 
shall ensure that the location, design, installation, construction, design materials and work 
schedule related to this Project shall comply with all State of Connecticut building codes, the 
intent of the Americans with Disabilities Act (handicapped accessibility) and be of a nature that 
will minimize maintenance and ensure for public safety.  The Contractor shall not allow any 
plants on the list promulgated pursuant to C.G.S. §22a-381b to be installed at the Property. 
4. Construction and Schedule.  The Contractor shall construct the project in accordance with 
the approved site design identified in Paragraph 2.  The Contractor shall complete the Project 
by December 31, 2024 and shall notify the State’s Boating Division in writing within 30 days 
of such completion.  The State staff shall inspect the Property within 30 days of notification of 
completion to verify that the Project has been built in accordance with the approved plans and 
specifications.  If deficiencies in the construction of the Project facilities are noted during this 
inspection, the State shall provide to the Contractor a list of remedial work items to be 
performed prior to acceptance of the Project.  The Contractor shall notify the State once all 
remedial work is completed.  The State retains the right to re-inspect the Property and Project 
to assure compliance with all listed remedial work items. 
5. Change of Use/Design.  No change in purpose or use of the work or Property authorized in 
this Contract may occur without the prior written approval of the State.  The Contractor shall 
not make any improvements or alterations to the Property without prior written approval of 
the State, which approval may be withheld in the State’s sole and absolute discretion.  The 
State reserves the right to review and approve all plans prior to any and all site improvements 
at the Property, and no such improvement shall commence unless and until the State provides 

 
 
A-3 
its written approval for same. 
6. Safety and Accident Prevention.  The Contractor and all Contracting Parties must comply 
with all applicable federal, state, and local laws governing safety, health, and sanitation.  The 
Contractor is responsible for assuring that all safeguards, safety devices, and protective 
equipment are provided.  The Contractor will take all other reasonable actions necessary to 
protect the life and health of the employees on the job and the safety of the public, and to 
protect property in connection with the performance of the Project. 
7. Management of Materials. Any materials removed from the site shall be managed in 
accordance with all federal, state, and local requirements, including Chapter 446K Water 
Pollution Control, Chapter 445 Hazardous Waste, and Chapter 446d Solid Waste of the 
Connecticut General Statutes. 
8. Permits and Approvals:   
A. Prior to the commencement of activities described in Paragraph 1, the Contractor shall seek 
and obtain any and all required local, state, and federal permits and approvals, including a 
Special Use License for authorization to undertake construction activities on State owned 
property.  No work activities at the Property shall commence until all such permits and 
approvals have been obtained by the Contractor.  The Execution of this Contract in no way 
constitutes the approval by the Agency or any other State Departments of any permit 
needed by the Contractor to complete the Project as outlined above.  The Execution of this 
Contract affords the Contractor no preferential treatment when seeking approval of any 
such permits. 
B. Prior to completion of the Project, the Contractor will enter into a joint care and 
management agreement for authorization to maintain improvements constructed under this 
Contract and perform long-term operations at the site in cooperation with the State.  The 
State will prepare and seek approval of such an agreement, the terms of which will be to 
the sole discretion of the Commissioner, from the Office of Policy and Management and 
the Office of the Attorney General.         
9. Public Access.  The Contractor acknowledges that the site improved pursuant to this 
Agreement is owned by the State and is a public recreational area, and public access to such 
area shall not be obstructed. 
10. Acknowledgement of Funding: Any publication or sign produced or distributed, or any 
publicity conducted in association with this Contract and Project herein shall provide credit to 
the Department of Energy & Environmental Protection.  The Contractor shall erect a sign at the 
Project site acknowledging that said Project is owned by the State and is a public recreational 
area, and that said Project received partial funding from the State of Connecticut administered 
through the Department of Energy and Environmental Protection. 
11. Publication of Materials: The Contractor must obtain written approval from the State’s 
Boating Division prior to distribution or publication of any printed material pre