A G R E E M E N T

THIS AGREEMENT dated the day of , 2002, by and between the CITY OF STAMFORD, a municipal corporation in the State of Connecticut, hereinafter referred to as the “City”, acting herein by Dannel P. Malloy, its Mayor, hereunto duly authorized, and FITZGERALD & HALLIDAY, INC., 157 Oxford Street, Hartford, Connecticut 06105, hereinafter referred to as the “Consultant”, acting herein by A. Ruth Fitzgerald, President, duly authorized.

W I T N E S S E T H

WHEREAS, the City of Stamford solicited a Request for Qualifications Proposal for a Multi-Modal Service Study for the Stamford Transportation Center; and,

WHEREAS, the Consultant has responded to the City by submitting a Response to the Request for Qualifications; and,

WHEREAS, the City has accepted the Consultant’s Proposal for said work, pursuant to the terms hereinafter set forth.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. SCOPE OF SERVICES. The scope of services shall consist of those duties, functions, obligations, responsibilities, and tasks set forth in: (a) the City’s Request for Qualifications, Exhibit A attached hereto and incorporated herein; b) the Consultant’s Response to the Request for Qualifications, Exhibit B attached hereto and incorporated herein; (c) correspondence from the Consultant to Tom Bruccoleri, Transportation Planner, dated May 17, 2002, Exhibit C attached hereto and incorporated herein; and (d) a document entitled “Scope of Services”, consisting of seven (7) pages, Exhibit D attached hereto and incorporated herein.

2. COMPENSATION. The City shall pay as compensation to the Consultant the sum of One Hundred Forty Nine Thousand Nine Hundred Twenty Dollars ($149,920.00).

3. TIME OF COMMENCEMENT AND COMPLETION OF WORK. The Consultant shall commence the work hereunder upon the execution of this Agreement by both parties and shall complete said work in a timely, efficient, and diligent manner as stated more particularly in Paragraphs 1.14 and 1.23 of Exhibit A.

4. REVIEW OF WORK. The Consultant will permit the City, its officers, agents, and employees, to review, at any time, all work performed under the terms of this Agreement at any stage of the work.

5. INDEMNIFICATION. The Consultant acknowledges that it is an independent Consultant and agrees to indemnify and save harmless the City of Stamford, its officers, agents and employees, from all claims, suits, actions, damages and costs of every name and description to the extent caused by the negligent acts, error or omissions of the Consultant in the performance of any of the covenants and specifications of this Agreement, including any supplements thereto, and such indemnity shall not be limited by reason of any insurance coverage herein required.

6. ASSIGNMENT. The Consultant shall not assign, sub-contract, or transfer any portion of the work set forth herein without the prior written approval of the City.

7. BOOKS AND RECORDS. The Consultant shall maintain or cause to be maintained all records, books, or other documents relative to charges, costs, expenses, fees, alleged breaches of Agreement, settlement of claims, or any other matter pertaining to the Consultant’s demand for compensation by the City for a period of not less than three (3) years from the date of the final payment for work performed under this Agreement.

8. INSURANCE.

a. The Consultant shall maintain such paid-up insurance as will adequately protect the Consultant and the City of Stamford and their respective officers, directors, servants, agents and employees from damages for personal injury (including death) and/or damages to property which may arise from or which may in any way be related to the work or services to be provided hereunder, in such amounts and types as the risk management department of the City of Stamford shall deem reasonably necessary to adequately protect the Consultant and the City of Stamford, and their respective officers, directors, servants, agents and employees.

At a minimum, the Consultant shall maintain the

following insurance coverage:

A. Comprehensive general liability insurance with limits of liability of not less than $1,000,000 combined single limit per occurrence for bodily injury and property. Such insurance shall contain, but not be limited to, operations liability, contractual liability, which insures any indemnities contained in this Agreement, products liability and completed operations, which shall be maintained for a period of not less than three years following termination of this Agreement.

B. Comprehensive automobile liability insurance with limits of liability of not less than $1,000,000 combined single limit per occurrence for bodily injury and property. Such insurance shall contain coverage for owned, non-owned and hired vehicles.

C. Workers’ compensation (“WC”) insurance, which complies with the statutes and regulations of the state of Connecticut.

D. Employer’s liability (“EL”) insurance, which contains limits of liability of not less than $500,000 each accident, disease each employee and disease policy limit.

E. Professional liability, which covers the services to be provided to the City of Stamford. This insurance shall contain a minimum limit of liability of $1,000,000 per claim/incident.

F. Any insurance required hereunder, which is underwritten on a claims made versus occurrence basis, shall contain a retroactive date not later than the effective date of this Agreement or the effective date of services, whichever date is earlier, and shall contain and extended reporting period endorsement of not less than three (3) years following termination of this Agreement or services, whichever date is later.

G. All liability insurance policies, with the exception of Professional Liability, Workers Compensation and Employer’s Liability, shall designate the City of Stamford and its agents, employees and officers as additional insureds as respects to the services to be provided by the Consultant under this Agreement. Any insurance required hereunder shall contain a provision for thirty (30) prior written notice to the City of Stamford’s Risk Manager in the event of cancellation, termination or material change in the terms and conditions of any insurance required hereunder.

H. The Consultant agrees to provide the City’s Risk Manager with certificates of insurance, which contains all the requirements hereunder.

I. All insurance required hereunder shall contain waivers of subrogation in favor of the City of Stamford and its employees, agents and officers.

9. REPRESENTATION. The Consultant represents that it is an expert in relation to the work to be performed under this Agreement. The Consultant further represents that it has the requisite skill, expertise, and knowledge necessary to perform the scope of services required under the terms of this Agreement, including any supplementary work and the City relies upon said representation in executing this Agreement.

10. CONTRACT EXTRAS. Pursuant to Section 23-18.4C of the Code, it is specifically understood and agreed by the Consultant that all contract extras regarding this contract shall be governed by the City Charter and/or the Code. The City shall not be liable for payment of any additional costs unless the provisions of the City Charter and/or the Code are fully complied with.

11. INTERPRETATION. The parties agree that in the event of any ambiguity between the terms of this Agreement, the City’s Request for Proposal (Exhibit A), the Consultant’s Proposal (Exhibit B), Exhibit C, and Exhibit D, the City in its sole discretion shall determine the terms and/or the documents which shall prevail and take precedence.

12. NON-APPROPRIATION. Consultant acknowledges that the City is a municipal corporation and that the City’s obligation to make payments under this Agreement is contingent upon the appropriation by the City’s Board of Representatives of funds sufficient for such purposes, for each budget year in which this Agreement is in effect. If sufficient funds to provide for the payment(s) hereunder are not appropriated, the City may terminate this Agreement upon notice in writing to the Consultant.

13. STATEMENT RE: USE OF SUBCONTRACTORS. Pursuant to Section 103.4 of the Code, the Consultant agrees to supply the City with the names and addresses of all subcontractors to be used for any subcontract, which shall be in an amount in excess of Ten Thousand Dollars ($10,000.00). Said information shall be supplied at the time such contracts are executed.

14. COMPLIANCE WITH CITY CODE PROVISIONS. The Consultant shall fully comply with the requirements of Sections 103-1 through 103-7 of the Code. Failure to so comply shall constitute a material breach of the terms of this Agreement, for which the City may unilaterally terminate the Agreement upon written notice to the Consultant.

15. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1D, dated April 15, 1996, (also see change 1) are hereby incorporated by reference herein. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Consultant shall not perform any act, fail to perform any act or refuse to comply with any City of Stamford requests, which would cause the City of Stamford to be in violation of the FTA terms and conditions.

16. GOVERNING LAWS. This Agreement shall be governed by the laws of the State of Connecticut.

17. WRITTEN PROTEST PROCEDURES. The written protest procedures (referred to in Sections 1.25 and 1.26 of Exhibit A) provided in Appendix B to Exhibit A are hereby supplanted by Appendix B – Revised, attached hereto and made a part hereof.

18. APPLICATION OF FTA-REQUIRED PROVISIONS TO SUBCONTRACTORS AND THIRD PARTIES. The Consultant shall certify and agree to include in each subcontract financed in whole or in part with federal assistance all of those provisions contained in Exhibit A, Appendix A. It is further agreed that such provisions shall not be modified, except as to identify the subcontractor who will be subject to such provisions.

IN WITNESS WHEREOF, the parties have hereunto set their

hands and seals the day and year first above written.

Signed, sealed and delivered

in the presence of:

CITY OF STAMFORD

________________________

Witness

By__________________________

Dannel P. Malloy

Mayor

________________________

Witness

FITZGERALD – HALLIDAY, INC.

________________________

Witness

By__________________________

A. Ruth Fitzgerald

________________________ President

Witness

Approved as to Form: Approved as to Insurance:

________________________ _________________________

B. Rosenberg D. Whitting

Asst. Corp. Counsel Risk Manager