TOWN OF NORTH BRANFORD

Purchasing DepartmentTown of North Branford

Request for ProposalKarl F. Kilduff, Town Manager

203/484-6005 - Fax: 203/484-6025______________________________________________________________________________

Proposal Data-----------------------------------------------------------------------------

Proposal #: 6 – 2006/2007Commodity Title: Provide Portfolio Monitoring and Securities Litigation Services

Issue Date: September 26, 2006

Proposal Opening-----------------------------------------------------------------------------

Day / Date: Friday, October 20, 2006Time: 11:00 AM

Mail Address: Town Manager’s Office909 Foxon Road, P.O. Box 287North Branford, CT 06471

Directions: All Proposals are opened in the Conference Room located in the TownManager’s Office at the Town Hall Building, 909 Foxon Road, NorthBranford, CT. Enter main entrance; follow signs to Town Manager’s Office.

Proposal Contents------------------------------------------------------------------------Request for Proposal/AdvertisementContents PageGeneral Conditions & InstructionsSpecifications – Fee ScheduleLegal Services AgreementNon-Collusion StatementAffirmative Action StatementForm W-9

Sealed written Responses must be received by Purchasing no later than the date, time and location indicatedabove for the Bid Opening. Late Bids will not be accepted - no exceptions. Submittal of Response by fax isnot acceptable. Please note: When returning proposals, it is important to have the Proposal number anddescription on the outside of the envelope that contains your Proposal.

PLEASE SUBMIT ONE ORIGINAL AND TWELVE (12) COPIES OF COMPLETEDPROPOSAL TO THE PURCHASING DEPARTMENT

Note: This Proposal does not constitute an order for the goods or services specified.____________________________________________________________________________________RFP #6 – 2006/2007 Date: 09/26/06Provide Portfolio Monitoring and Securities Litigation Services

TOWN OF NORTH BRANFORD

REQUEST FOR PROPOSAL #6 2006/2007PROVIDE PORTFOLIO MONITORING & SECURITIES LITIGATION SERVICES

The Town of North Branford Pension Committee (“Town”) is soliciting proposals fromoutside legal counsel with significant experience and expertise in evaluating, monitoringand carrying out securities class-action litigation. In view of events over the past severalyears, the Trustees of the Town’s defined benefit pension plans seek to monitor andpotentially participate in securities class-actions and other litigation, when appropriate, tosafeguard the interest of the Plans.

SEALED REQUEST FOR PROPOSALS will be received until 11:00 AM on Friday,October 20th, 2006 at the Office of the Town Manager, 909 Foxon Road, North Branford,Connecticut, at which time they will be opened and read aloud. Proposals received afterthis time will be rejected. Specifications and proposal documents may be obtained atthe Office of the Purchasing Assistant. The Town Manager reserves the right to rejectany and all proposals or waive defects in same if he deems such to be in the bestinterest of the Town.

For information regarding this project, please contact Anthony P. Esposito, Jr. CPFO,Treasurer/Finance Director at 203/484-6002,or emailfinancedirector@townofnorthbranfordct.com.Technical informationregarding the purchasing aspect may be obtained by contactingMichelle Knockwood, Purchasing Assistant at 203/484-6005 or emailpurchasingassistant@townofnorthbranfordct.com

All submitters of proposals are advised that the Town of North Branford will affirmativelyassure any contract entered into pursuant to this advertisement. Minority businessenterprises will be afforded full opportunity to submit proposals and are encouraged todo so. The Town of North Branford is an Affirmative Action/E.O.E.

_______________________________________Karl F. Kilduff, Town Manager

Date: September 26, 2006

Publish one (1) time in the New Haven Register under Legals on:

RFP #6-2006/2007PROVIDE PORTFOLIO MONITORING AND SECURITIES

LITIGATION SERVICES

TOWN OF NORTH BRANFORD – PURCHASING DEPARTMENT

REQUEST FOR PROPOSAL

CONTENTS

1) Request for Proposal/Advertisement ____x_____2) Contents Page3) General Conditions & Instructions ____x_____4) Specifications – Fee Schedule ____x_____5) Legal Services Agreement ____x_____6) Non-Collusive Statement ____x_____7) Affirmative Action Statement ____x_____8) Form W-9 ____x_____

--PURCHASING USE ONLY--

--REQUIREMENTS--

1) Certificate of Insurance __x___ _____ ___________Yes No Received/Date

2) Bid Bond ______ __x___Yes No

3) 100% Performance Bond ______ __x___Yes No

4) Labor & Materials Bond ______ __x___Yes No

5) Vendor References __x___ ______Yes No

6) Samples & Descriptive __x___ ______Literature Yes No

TOWN OF NORTH BRANFORDRFP#6 2006/2007 - PROVIDE PORTFOLIO MONITORING & SECURITIES

LITIGATION SERVICES

The Town of North Branford Pension Committee (“Town”) is soliciting proposals from outsidelegal counsel with significant experience and expertise in evaluating, monitoring and carrying outsecurities class-action litigation. In view of events over the past several years, the Trustees of the Town’sdefined benefit pension plans seek to monitor and potentially participate in securities class-actions andother litigation when appropriate to safeguard the interests of the Plans.

Accordingly, the Town wishes to engage one or more legal firms to provide the services detailedbelow. Interested firms are asked to submit proposals outlining their willingness to serve in the dual roleofmonitoring/evaluation counsel and litigation counsel. Proposals will be received until 11:00 AM,Friday, October 20, 2006 at the Office of the Town Manager, 909 Foxon Road, North Branford,CT.

If a firm or firms is chosen to represent the Town, it is the expectation of the Town that theproposed Contract for Securities Litigation Services attached to this RFP will be utilized. The Towndoes not foresee the need to make significant changes to the form of the proposed contract.

Scope of Services:

1. Monitoring and Evaluation

The scope of services provided shall include, but is not limited to monitoring of: Securities andExchange Commission (SEC) filings, media reports, and pertinent web sites and securities class-actionfilings. When the successful monitoring firm, or firms, determines that an event which may be ofinterest to the Town has occurred with regard to a particular security, it shall examine, and work withthe Town’s staff and custodian bank to determine, whether the Town has sustained losses during therelevant time period, and evaluate whether the matter has merit and is worthy of further investigation.The firm shall report its findings directly to theTown’s Treasurer/Finance Director or his designee whomay, after review of the firm’s findings and recommendations a) request counsel to investigate andanalyze the matter further, or b) direct counsel to take no further action on the matter.

Regardless of the level of activity, the successful firm(s) shall submit quarterly reports to thePension Committee detailing any services provided on behalf of the Town.

2. Investigation and Recommendations

Should the Town request further investigation and analysis of a matter, the firm shall report itsfindings and recommendations as to the Town’s participation. Participation may include, but is notlimited to:

filing an action; seeking lead or co-lead plaintiff status; actively monitoring each matter if it has been determined that the matter has merit;

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as a member of the class, reviewing and commenting on motions prepared by leadcounsel and participating in settlement discussions when permitted by the parties or thecourt;

withdrawing as a member of the class and bringing an independent action on behalf ofthe Town; and/or

when the Town is a member of the class, coordinate activities with the custodian bank,or investment manager, to assure that the Town’s interests are protected.

3. Litigation

If the Town decides to take an active role in the litigation, the firm shall zealously represent theinterests of the Town in all stages of the litigation.

Proposal Requirements:

All firms must submit one (1) original and twelve (12) copies of their submissions.

A. Firm Specific Information (5 page maximum)

1. Provide your firm’s complete name, address, telephone and fax numbers, and e-mail address.Include the name of your proposed primary and backup contacts and the principal locationfrom which the work will be done.

2. Briefly describe your firm’s background, history, and ownership structure, including any parent,affiliated or subsidiary company, and any business partners. Include the total number ofattorneys, location of the firm’s offices, and number of attorneys specializing in securitieslitigation class-actions and independent securities fraud litigation. Also include a description ofthe firm’s plan for future growth and development generally and in these areas specifically.

3. Do portfolio monitoring and securities litigation represent your firm’s principal lines of businessfrom both a business focus and source of revenue perspective? If not, describe the otherrepresentative areas of concentration for your firm.

4. Provide an organization chart of your firm and describe the relationship between eachcomponent and your portfolio monitoring and securities litigation group.

5. Describe your firm’s experience and qualifications in representing public pension plans in theareas of portfolio monitoring and securities litigation. Also describe at least three (3) instances ofrepresenting public retirement systems in securities litigation class actions and independentsecurities litigation.

6. Within the past three (3) years, have there been any significant developments in yourorganization such as changes in ownership, restructuring, or personnel reorganizations? Do youanticipate significant changes in your organization in these areas within the next three (3) years?

7. Within the past five (5) years has your organization, or any of its officers, partners, employees,shareholders, or principals been a defendant in any litigation, the subject of criminalinvestigation and/or indictment or other legal proceedings relating to your portfolio monitoring

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or securities litigation activities? Include any investigations, suspension or debarmentproceedings by the SEC. If so, provide an explanation and indicate the current status ordisposition.

8. Describe the levels of coverage for malpractice insurance, fidelity insurance, and any otherfiduciary or professional liability insurance your firm carries. Is the coverage on a per clientbasis, or is it applied to the firm as a whole?

9. Does your firm have a written code of conduct or ethics in addition to the ABA and StateCodes? If so how is it distributed, monitored and enforced?

10. Within the past five (5) years has your firm, or any of its officers, partners, principals, agents oremployees who will be expected to perform services under this RFP been disciplined,admonished, warned, or had any license, registration, charter, certification, or any similarauthorization to engage in a profession, suspended or revoked for any reason? If so, pleasedescribe the situation, the penalty and what steps your firm took regarding the situation.

11. How does your firm interact with institutional clients? How does your firm interact with aninstitutional client’s legal staff? How does your firm interact with institutional client boards?Who manages these relationships?

12. Does your firm offer training or educational opportunities in the area of portfolio monitoring aswell as securities litigation to plan fiduciaries and staff? If so, describe the type of training oreducational opportunities available.

13. Provide three (3) references, who are pension fund clients, preferably public pension fundclients of similar size to North Branford, for whom work similar to that requested in this RFPhas been performed. Include the name, title, organization name, address and telephone numberof each person the Town may contact.

B. Portfolio and Securities Litigation Monitoring (3 page maximum):

1. Describe your firm’s ability to monitor all class-action securities litigation and to assist thecustodian bank in filing proof of claims.

2. Describe the methods and procedures your firm would use to monitor, identify, evaluate, andbring to the Town’s attention potential securities fraud claims arising from a loss in the value ofthe Town’s securities holdings, including how your firm would distinguish for the Town therelative merit and strengths of various claims and the degree to which the value of the Town’ssecurities portfolio may have suffered a loss.

3. Describe the resources your firm utilizes to identify possible claims and actions.

4. Describe the process your firm has in place to receive Town securities transactions history andestablish a database with this information.

5. Describe your firm’s experience working with custodians and claim administrators and resolvingissues with both.

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6. Describe how your firm uses non-legal professional staff or independent consultants inperforming its monitoring and securities litigation services.

7. Fully describe the extent and involvement your firm would require the Town’s staff to have inthe monitoring of the Town’s portfolio and in the evaluation and decision process for anysecurities litigation matters.

C. Litigation Services (5 page maximum):

1. A brief description of the firm’s understanding, knowledge, and experience in evaluating and/orcarrying out securities class-action litigation.

2. The identity and experience of the individual attorney or attorneys who will be providingservices under the contract including, if known, who will serve as lead counsel.

3. Fee proposal, including:

(a) Confirmation that services provided for monitoring and evaluating will becarried out at no cost to the Town;

(b) Any range of contingency fees that may reflect differences in

(i) timing of a settlement;(ii) size of settlement;(iii) complexity of the case;(iv) other factors believed to be applicable; and(v) other alternatives to a contingency fee arrangement the firm would like

considered.

4. Task or project specific legal services requested by the Town that may come outside theproposed scope of the services requested in this RFP. Please give the proposed hourly billingrate for each attorney named in the proposal, including any discounts the firm is willing to offerthe Town from its standard rates for other attorneys or groups of attorneys (i.e., partners, seniorassociates, etc.) not expressly listed.

5. The existence of any possible conflicts of interest, including any lawsuits and disputes where thefirm represents interests adverse to the Town.

6. Describe your firm’s approach to representing clients in complex securities litigation, includingcase evaluation, management, monitoring, how the firm assigns attorneys and support staff to alitigation matter, communicating with the client, the firm’s expectations of the client, interactionwith opposing counsel, discovery, trial preparation, settlement approach, utilization of expertsand consultants, document management, etc.

7. Describe the criteria, rating system or other mechanism used by your firm to determine aninstitutional investor’s potential benefit from pursuing a securities litigation lawsuit or leadplaintiff status. What threshold, if any, must be reached or is suggested for a suit or lead plaintiffstatus to be pursued?

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8. What factors will you consider in deciding whether or not to recommend that the Town pursuean option other than lead plaintiff?

9. As lead counsel, how would you allocate workload among your firm’s resources? What is thelead plaintiff’s role in these decisions?

10. Describe the resource expectations, including staff time and other resources, you expect theTown will have to commit if appointed lead plaintiff under your proposal.

11. Describe how direct and indirect costs may be incurred by the Town, including but not limitedto staff time, travel, copying charges, etc., when gaining lead plaintiff status.

12. Describe how costs incurred by the Town, including but not limited to staff time, travel, etc., inpursuing a lawsuit or lead plaintiff status are reimbursed, and when such reimbursement shouldbe expected.

D. Fee Arrangements (2 page maximum):

The Town expects that in securities class-action litigation where the Town seeks appointment as leadplaintiff, derivative actions and individual securities actions (including so-called “opt out actions”), legalfees, costs and expenses will be paid on a contingency fee basis upon application and award by theCourt from the proceeds of any recovery, and that the Town will not have any responsibility for fees,costs and expenses if a recovery is not obtained. Further, in the cases where recoveries are obtained, theTown’s responsibility for fees will never be greater than the recovery. Moreover, the Townbelieves thatone of the most important roles that institutional investors can play in securities class-action litigation isto maximize the recovery for the plaintiff class by utilizing fee arrangements which align the interests ofSpecial Securities Litigation Counsel and the class more effectively than traditional contingency feearrangements. Toward that end, firms are asked to provide a detailed description of the following:

1. Your firm’s willingness to accept, and at what levels your firm would be willing to accept, amulti-tiered, multi-variable fee schedule in which Litigation Counsel’s compensation will varydepending upon the size of the total recovery, as well as such variables as the point in the casewhere settlement negotiations are completed or a final judgment is obtained.

2. The approximate number of engagements over the last five (5) years in which your firm hasagreed to a fee arrangement similar to that outlined above or other types of non-traditionalcontingency fee arrangements.

3. Your firm’s willingness to not make any application to a court for attorneys’ fees, costs orexpenses in an amount in excess of that approved in writing by the Town.

E. Acceptance of Terms and Conditions

Your firm shall sign and submit with the proposal a certification where your firm stipulates that itaccepts all terms and conditions stated in the RFP and all accompanying attachments, including theattached Sample Legal Services Agreement for Portfolio Monitoring and Securities Litigation Services,which are not otherwise objected to by your firm. Any objections should be clearly identified, and maybe a factor in the scoring of the proposal.

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F. Minimum Requirements:

The successful firm must meet the following minimum requirements:

1. Prior experience as lead counsel in multi-million dollar securities litigation on behalf ofinstitutional investors;

2. Depth and resources to handle large, complex securities litigation;

3. Willingness to pursue litigation on a reasonable contingency fee basis and to advance all costsand expenses, including travel and similar costs incurred by the Town in connection with thelitigation, without obligation of repayment in the event that litigation is unsuccessful;

4. Professional liability insurance in an aggregate amount of not less than $10 million;

5. Willingness to work closely with the Town Attorney and with any local counsel retained by theTown;

6. Long record of providing outstanding legal services; and

7. Approvable by the Town Council, to whom the Town’s selection must be submitted.

G. Proposal Evaluation Criteria

Proposals will be evaluated by a selection committee, and the following criteria will be accorded thestated numerical weight:

Fee information and arrangement: 25% Experience/success representing institutional holders: 10% Experience/success providing class representation: 10% Technological infrastructure: 5% Town prior experience with proposer: 5% Third-party references: 10% Third-party rankings, e.g., Martindale-Hubbell, Best Lawyers, etc.: 5% Status as defendants or respondents in adverse litigation/malpractice/debarment: 10% Conflicts/inconsistent representation: 10% Professionalism, form and responsiveness of proposal, including presentation: 10%

The total number of respondents will be narrowed to a select few that will make an oral presentation tothe Pension Committee. The Town reserves the right to reject any and all proposals. Any selection madewill be on the basis of the Town’s evaluation of the factors set forth in this RFP. The Town expects tomake its selection(s), or its decision not to select any firm, on November 8, 2006 (at the PensionCommittee meeting); however, the Town may elect to extend this period based upon informationreceived in the bidding process or due to other circumstances. The ultimate acceptance will take place atthe Town Council meeting of November 21, 2006. After the action of the Town Council, award letterswill be forwarded from the Purchasing Department. Each proposal shall be considered open to

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acceptance by the Town (subject to the execution of a detailed final contract) until the earlier to occur ofexecution of a contract or the close of business Friday, December 29, 2006.

H. Inquiries and Requirements for Submission:

Inquiries prior to the submission of proposals must be sent to the Town in writing, by e-mail, or byFAX, no later than the close of business Friday, October 13, 2006. Telephone inquiries will not beaccepted. All inquiries and responses will be sent to other bidders. The Town will select vendors tomake presentations before the Pension Committee at their November 8, 2006 meeting. This meetingwill take place at 10:00 a.m. in Town Hall. Proposals should be marked RFP—Portfolio Monitoring andSecurities Litigation Services and sent to:

Karl F. KilduffTown ManagerTown of North Branford909 Foxon RoadP.O. Box 287North Branford, CT 06471e-mail address: townmanager@townofnorthbranfordct.comPhone: (203) 484-6000FAX: (203) 484-6025

Any questions regarding this RFP can be addressed to:Anthony P. Esposito Jr., CPFOTreasurer/Finance DirectorTown of North Branford909 Foxon RoadP.O. Box 287North Branford, CT 06471e-mail address: financedirector@townofnorthbranfordct.comPhone: (203) 484-6002FAX: (203) 484-6025

Technical questions regarding the process can be addressed to:Michelle KnockwoodPurchasing AssistantTown of North Branford909 Foxon RoadP.O. Box 287North Branford, CT 06471e-mail address: purchasingassistant@townofnorthbranfordct.comPhone (203) 484-6005FAX: (203) 484-6025

This request for proposals is in no way an agreement, obligation, or contract.

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I. About the Plans

The Town maintains three defined benefit pension plans - employees, police and volunteerfire/ambulance personnel. The assets, which at June 30, 2006 had an aggregate fair market value ofroughly $10.5 million, are managed by Morgan Stanley, who also serves as the custodian.

LEGAL SERVICES AGREEMENT FORPORTFOLIO MONITORING AND SECURITIES LITIGATION SERVICES

This Legal Services Agreement for Portfolio Monitoring and Securities Litigation Services (hereinafterreferred to as the “Agreement”) is made as of ________________, 2006 between the Town of NorthBranford Pension Committee (hereinafter referred to as “Town” or the “Plans”) and _________(hereinafter referred to as the “Firm”).

1. Mutual Responsibilities

The Firm will monitor all of Plans’ securities and all pending class action litigation and settlements andwill work with Plans’ custodian and investment managers to ensure all appropriate proof of claim formsare filed in all matters to which the System is entitled to recovery. The Firm will assist the Town with theidentification and consideration of potential claims under federal and state securities laws relating to thesecurities holdings of Town. The Firm will monitor and evaluate market news and other informationthat causes a loss in the value of the Town’s securities portfolio. For investigations which, in the Firm’sopinion, give rise to meritorious claims, the Firm will provide Town’s Pension Committee and its TownManager with an analysis setting forth the nature of the claims, applicable facts, assessment of merits,potential for recovery and other relevant matters, and describe the available legal options. The Firm willalso prepare a quarterly report describing the Firm’s activities regarding this Agreement.

The Town will cause its securities custodian (“Custodian”) to provide the Firm access to Plans’securities holdings, which may include, but is not limited to, on-line access, downloading, hardcopyprinting and spreadsheet information. In addition, the Town will instruct its Custodian to provide suchadditional information it has or has access to regarding trades involving the Plans’ portfolios, asreasonably requested and required by the Firm to fulfill its obligations under this Agreement.

2. Non Exclusive Agreement

The Firm will provide legal services to the Town under this Agreement on a non-exclusive basis. TheTown will have no obligation to the Firm to take any action with respect to any potential claims that theFirm brings to its attention.

3. Confidentiality

In the course of performing legal services under this Agreement, the Firm may have access toconfidential information, including the securities holdings and practices of the Town and its Custodian.The Firm agrees any information secured by the Firm from Town or its Custodian in connection withcarrying out the services provided under this Agreement shall be kept confidential and will be utilized bythe Firm solely in connection with providing the services described in this Agreement. Furthermore, theFirm agrees the information, including procedures utilized by the Town and its Custodian, is protectedby the attorney-client privilege and the Firm agrees not to disclose any such information or proceduresto third parties unless the Town has given its prior written consent, or unless required to by law,subpoena or other legal process. The Firm further agrees to notify the Town as soon as possible uponreceipt of any such subpoena or other legal process. The obligations and restrictions of this Section 3shall survive the termination of this Agreement.

4. Conflicts of Interest

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Before undertaking any work on the Town’s behalf, the Firm shall conduct a conflict check to ensurethat the Firm has no legal conflicts of interests between any former or existing client and the Town oran agency, department or instrumentality of the State of Connecticut. The Firm shall also immediatelynotify Town’s Pension Committee and General Counsel of any actual or potential conflicts of interestdiscovered with any former or existing client. The Firm, by signing this Agreement, covenants that theFirm has no public or private interest, direct or indirect, and shall not acquire, directly or indirectly, anysuch interest which does or may conflict in any manner with the performance of the Firm’s obligationsunder this Agreement. Any such conflicts shall be disclosed to the Town immediately and the Townshall determine in its sole and absolute discretion whether to terminate the Firm’s engagement underthis Agreement.

5. Employment Status

All acts of the Firm and its officers, employees, agents, representatives and all others acting on behalf ofthe Firm relating to the performance of this Agreement, shall be performed as independent contractorsand not as agents, officers or employees of the Town. The Firm, by virtue of this Agreement, has noauthority to bind or incur any obligation on behalf of the Town, except that set forth in this Agreement.Except as expressly provided, the Firm has no authority or responsibility to exercise any rights or powervested in the Town. No agent, officer or employee of the Town is to be considered an employee of theFirm. It is understood by both the Firm and the Town that this Agreement shall not be construed orconsidered, under any circumstances, to create an employer-employee relationship or a joint venture.

At all times during the term of this Agreement, the Firm and its officers, employees, agents. orrepresentatives are, and shall represent and conduct themselves as, independent contractors and notemployees of the Town.

6. Ownership of Documents

All written or electronic documents, data and records produced by the Firm specifically andexclusively for the Town in carrying out the Firm’s obligations and services under thisAgreement, shall become and remain the property of the Town. The Town shall have the rightto use all such documents, data and records without restriction or limitation and withoutcompensation to the Firm.

7. Fees and Expenses

The Firm will not charge the Town for services performed or expenses incurred under this Agreement,but will perform this service in exchange for the Town considering retaining the Firm as its counsel orco-counsel in the event that the Town decides to take formal legal action in any securities litigationmatter. However, if the Town determines to utilize the Firm to take formal legal action on its behalf;such representation will be pursuant to a separate retainer agreement. The Firm agrees to be retained ona contingency fee basis for such representation.

8. Termination

The Town may terminate all or any portion of this Agreement, with or without cause and withoutpenalty, at any time by written notice to the Firm. Subject to the Firm’s responsibilities under applicableethical rules, the Firm will also have the right to terminate this Agreement upon thirty (30) days written

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notice if the Town fails to cooperate with the Firm, or immediately if the Firm determines thatcontinuing to represent the Town would violate applicable standards of professional ethics.

9. Indemnification

To the extent permitted by applicable law and ethical rules, the Firm agrees to indemnify, defend, andhold harmless the Town, its officers, employees, and agents from and against any and all liability, suits,damages, expenses (including defense costs and legal fees), settlements, judgments, fines and penalties,actions and claims for damages of any nature whatsoever, including but not limited to, breach ofcontract, loss of funds, death, bodily or personal injury to any person, or damage to any property, orwhich are the result of an error, omission or negligent act of the Firm or any of its partners, officers,employees or counsel arising from or connected with the Firm’s services hereunder, or any and allimproper or unethical practices, including but not limited to any Workers Compensation suits, liability,or expense arising from or connected with services performed on behalf of the Firm, by any person,pursuant to this Agreement. The Town has no obligation to provide legal counsel or defense to theFirm, nor does it have any obligation to pay for any judgments or the settlement of any claims againstthe Firm, if a suit, claim, or action is brought against the Firm as a result of the Firm’s performance ofits obligations under this Agreement. Such indemnification shall not extend to or cover loss, damage orexpenses arising from the negligent or willful misconduct of the Town or its agents, officers oremployees. The indemnification provisions contained herein in no manner limit the Town fromasserting a sovereign immunity defense as allowed by applicable state or federal law. The provisions ofthis section shall survive the termination of this Agreement.

10. Insurance

The Firm shall, during the term of this Agreement, maintain malpractice and/or an Errors andOmissions Insurance Policy in a coverage amount sufficient to protect the interests of the Town.Coverage under these policies must include protection from the fraudulent conduct and breach offiduciary responsibility of the Firm. Proof of insurance shall be provided to the Town prior to theeffective date of this Agreement.

11. Governing Law

This Agreement shall be governed by, and enforced in accordance with, the laws of the Town of NorthBranford without regard to the principles of conflict of laws. The Parties hereby agree jurisdiction andvenue shall lie solely in the Connecticut Superior Court for any action or proceeding arising out of or inconnection with this Agreement.

12. Entire Agreement

This Agreement and the attached response to the Request for Proposal, contains the entire agreementbetween the parties and supersedes any prior agreements between the parties with respect to PortfolioMonitoring and Securities Litigation services. Each party acknowledges that no representations,inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone actingon behalf of any party, which are not embodied herein, and that no prior agreement, statement orpromise not contained in this Agreement or the response to the Request for Proposal, attached heretoand incorporated herein by reference, shall be valid or binding.

13. Amendments

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This Agreement may be modified, amended, changed, added to or subtracted from by the mutualconsent of the parties hereto, if such amendment or change is in written form and executed with thesame formalities as this Agreement and attached to the original Agreement to maintain continuity.

14. Authority to Sign Agreement

The Firm has duly authorized, executed and delivered this Agreement. The individual(s) signing thisAgreement on behalf of the Firm have the authority to bind and act on behalf of the Firm.

15. Notice

Notice to either party to this Agreement shall be deemed received at the earlier of when received or five(5) days after being mailed by certified mail, U.S. Postal Service, postage prepaid, or by Federal Express,Express Mail, or equivalent, to the proper address. Mail shall be addressed as follows:

If to the Town:Town of North BranfordKarl F. KilduffTown Manager909 Foxon RoadP.O. Box 287North Branford, CT 06471

or for express mail service:909 Foxon RoadNorth Branford, CT 06471

With a copy (same address) to:Anthony P. Esposito Jr., CPFOTreasurer/Finance Director

If to the Firm:

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed by theirduly authorized officers as of the date first set forth above.

Town of North Branford (Firm)

By: By:

Name: Karl F. Kilduff Name:Title: Town Manager Title:

Date: Date:

654182 v1[8/9/2006 19:03]

BEST AND FINAL OFFERMAXIMUM FEE SCHEDULE

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TOTALRECOVERYTO CLASS

Start of Case toStart of FactDiscovery

Discovery ThroughSummary Judgment

Briefing

Pre-trial Proceedingsand Trial Through

VerdictPost-Verdict

Through Appeal$0-25 million % % % %

$25-50 million % % % %

$50-100 million % % % %

$100-150 million % % % %

$150-250 million % % % %

$250-350 million % % % %

$350-500 million % % % %

$500m to $1 b % % % %

More than $1b % % % %

KARL F. KILDUFFTOWN MANAGER

(203) 484-6005

NON COLLUSIVE AFFIDAVIT OF BIDDERS

RFP#6 2006/2007 – PROVIDE PORTFOLIO MONITORING ANDSECURITIES LITIGATION SERVICES

The undersigned bidder, having fully informed themselves regarding the accuracy of thestatements made herein certifies that;

(1) the Proposal has been arrived at by the bidder independently and has beensubmitted without collusion with, and without any agreement, understanding, orplanned common course of action with any other vendor of materials, supplies,equipment, or services described in the request for proposal, designed to limitindependent bidding or competition, and

(2) the contents of the Proposal has not been communicated by the bidder or itsemployees or agents to any person not an employee or agent of the bidder or itssurety on any bond furnished with the proposal, and will not be communicated to anysuch person prior to the official opening of the proposal.

The undersigned bidder further certifies that this statement is executed for the purpose ofincluding the Town of North Branford to consider the bid and make an award in accordancetherewith.

Subscribe and Sworn to me this __________________________________day of ____________, Legal Name of Bidder2006.

______________________________________________________ Business Address

____________________________ __________________________Signature and Title of Person

Notary PublicMy Commission Expires __________________________

Date

____________________________

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TOWN OF NORTH BRANFORD-PURCHASING DEPARTMENTGENERAL CONDITIONS AND INSTRUCTION TO BIDDERS

The general rules and conditions outlined below apply to all purchases authorized by the Town of North Branford. Theconditions outlined become a formal part of each invitation to bid unless otherwise specified. All bidders are expected to fullyinform themselves as to the conditions, requirements and specifications before submitting bids. Failure to do so will be at thebidder’s own risk.

The terms and conditions outlined in the invitation to bid become part of the formal contract following award, unlessspecified otherwise.

CONDITIONS OF BIDDING

1. PROPOSAL FORMS: The bidder shall maintainone (1) copy for his files and submit the originalsigned copy in the envelope provided. Failure to do sowill disqualify bid.

2. LATE BIDS: Formal bids, addendum’s to bids orrequests to withdraw a bid received after the date andtime specified for opening will not be considered.

3. WITHDRAWAL OF BIDS: Bids may be withdrawnby written authorization only, and if withdrawalrequest is received prior to specified time of opening.

4. MAILING OF BIDS: All bids are to mailed in anenvelope marked with the title of Bid and BidOpening date and time and directed to the Office ofthe Town Manager. Vendors are encouraged to allowsufficient time for mailing of bids. The Town ofNorth Branford assumes no responsibility for postaldelays.

All bids received will be stamped by date and timereceived by the Purchasing Office. This date ofreceipt will prevail over postmark date.

Any addendum to a bid will be mailed out to allinterested bidders, certified mail, return receipt.

5. OPENING OF BIDS: The bids will be openedpublicly and read aloud. Vendors are welcome andare encouraged to attend bid openings.

Bid openings will be listed by vendor name, addressand bid amount only. Bid tabulation will be done at aseparate time following bid opening and will beavailable to interested vendors at a later time.

6. BID COMPLETION: All information required bythe invitation must be complete to constitute properbid. Failure to do so will result in disqualifying thebid.

7. The Town of North Branford reserves the right toreject all bids, or any part of a bid or to waive defectsin bids if in the best interest of the Town of NorthBranford.

8. All formal bids submitted shall be binding for sixty(60) calendar days following bid-opening date, unlessotherwise specified. The bidder may agree to anextension at the request of the Purchasing Agent. Allextensions are to be authorized by addendum.

9. PAYMENT TERMS: Prepayment discounts forearly payment are preferred. All others to be Net 30days unless otherwise specified.

10. BIDS FOR ALL OR PART: Bidders may restricttheir bid to consideration in the aggregate by so statingbut should include a unit price on each item bid upon.Any bid in which the bidder names a total price for allarticles without quoting a unit price may be rejected atthe option of the Town of North Branford.

11. ERROR IN BIDS: Any mistake in a bid which isobviously a clerical error such as a price extension,decimal point error or FOB terms may be corrected bythe Purchasing Agent, following bidder verification.Clerical errors detected at the bid opening will becorrected and initialed by the Purchasing Agent,vendor and a witness if present. If an error exists inthe extension of prices, the unit price shall prevail.

12. RESPONSE TO INVITATIONS: In the event youare unable to bid on our requirements as specified, inthe invitation to bid, forward a letter to the PurchasingOffice indication you intention not to bid and a briefexplanation as to why you are unable to bid.

13. MULTIPLE BIDS: No bidder will be allowed tooffer more than one bid price on each item, althoughalternate models or styles may meet specifications.Alternates will be considered only if requested in theoriginal bid package. Any alternate not specified willbe rebid if in the best interest of the Town. If thebidder submits more than one price on any item, allprices for that item may be rejected at the discretion ofthe Town Manager.

14. TAXES: The Town of North Branford is exemptfrom all State and Local taxes.

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15. EQUIPMENT SPECIFICATION AND/ORDESCRIPTIONS: Each bidder shall submit, whenrequested by the Purchasing Agent, catalogs,descriptive literature and detailed drawings, fullydetailing features, designs and construction necessaryto fully describe the material or work he proposes tofurnish.

16. BID BOND, CERTIFIED CHECK, ORCASHIER’S CHECK: When required each bid shallbe accompanied by a bid bond signed by a suretycompany authorized to do business in Connecticut orby a cashier’s check or certified check made payableto the Town of North Branford, Connecticut. Theamount of the bid deposit will be 10% of the total basebid unless otherwise specified.

17. PERFORMANCE BOND: If required by the bidspecifications, the successful bidder must supply aperformance bond for the full amount of the estimatedtotal bid. The performance bond shall be made out infavor of the Town of North Branford. Theperformance bond will be required as security by thesuccessful bidder for faithful performance of hiscontract. This performance bond will be requiredwithin 10 days of the award notification. Theperformance bond must be written by a suretycompany licensed to transact business in the State ofConnecticut. The successful bidder upon failure orrefusal to furnish within 10 days the requiredperformance bond, shall forfeit to the Town of NorthBranford as liquidated damages their bid deposit.

18. SAMPLES: When samples are required from biddersreceiving the award, the samples may be retained bythe Town of North Branford until the delivery ofcontracted items. Bidders whose samples are retainedmay pick them up after delivery is accepted.

Bidders shall be responsible for delivery and removalof samples. Cost of delivery and removal of samplesto be the responsibility of the bidder.

All samples are to be marked samples and delivered tothe Purchasing Office. The package must indicate thename of the bidder, item enclosed and bid number.Failure to adequately identify samples as indicatedmay be considered sufficient reason for rejection ofthe bid.

SPECIFICATIONS

19. TRADE NAMES: In cases where an item isidentified by a manufacturer’s name, trade name,catalog number or reference it is understood that thebidder proposes to furnish the item so identified anddoes not propose to furnish an “equal” unless theproposed “equal” is specified.

The reference to the above catalog is intended to bedescriptive, not restrictive and is used to indicate tothe prospective bidder articles that will be satisfactory.

Bids on other makes will be considered provided thebidder clearly states what is proposed in the spacemarked exceptions on the bid proposal sheet.Equipment specification sheets or other descriptiveinformation will be required on all exceptions.

The Purchasing Agent reserves the right to approve asan equal or to reject as not being equal any article thebidder proposes to furnish which contains major orminor variations from the specification requirements.

If no particular brand, model or make is specified, thesuccessful contractor may be required to submitworking drawings or descriptive data to enable thePurchasing Agent to judge if all requirements of thespecifications are being met.

20. The bidder shall comply with the true intent of thespecifications and not take advantage of anyunintentional error or omission but shall fullycomplete every part of the specification or drawingswhenever mention is made of any article, material orworkmanship to be in accordance with laws,ordinances, building codes, ASTM regulations, orsimilar expressions. These shall be considered to bethe minimum requirements of the specifications. Anydeviations from specifications must be noted inwriting at the time of submission of the formal bid.The absence of written deviations will hold the bidderstrictly accountable to the Town of North Branford tothe specifications as written. Any deviation from thespecifications as written, not previously submitted asrequired by the above, will be grounds for rejection ofthe material and/or equipment when delivered.

21. The contract will be awarded to the lowest responsiblebidder complying with all the provisions of theinvitation, provided the bid price is reasonable and inthe best interest of the Town of North Branford toaccept it. The Purchasing Office reserves the right toreject any or all bids and to waive any informality inbids received whenever such rejection or waiver is inthe interest of the Town. The Purchasing Agent alsoreserves the right to reject the bid of a bidder who haspreviously failed to perform properly or complete ontime contracts of a similar nature or a bid of a bidderwho on investigation shows he is not in a position toperform the contract.

In determining responsibility the followingqualifications in addition to price will be consideredby the Purchasing Agent.

a. The ability, capacity and skill of the bidder toperform the required services.

b. The ability of the bidder to perform the contractor provide the service promptly within the timespecified.

c. The character, integrity, reputation, judgment andexperience of the bidder.

d. The quality of performance of previous contractsor services.

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e. The previous and existing compliance by thebidder with laws and ordinances relating to thecontract or services.

f. The sufficiency of the financial resources andability of the bidder to perform the contract orprovide the service.

g. The quality, availability and adaptability of thesupplies or contractual services to the particularuse required.

h. The ability of the bidder to provide futuremaintenance and service for the use of thematerial and/or equipment.

i. Award by item, or part thereof, groups of itemsor parts thereof, or all items of the bid.

j. Prepayment discounts for early payment will betaken into consideration when making award.

22. NOTICE OF ACCEPTANCE: All bidders will benotified of the award in writing within a reasonabletime from the date of the bid opening. The successfulbidder will also be notified. A purchase order will beissued following verbal notification.

23. TIE BIDS: If two or more bidders submit identicalbids and are equally qualified, the decision of theTown to make award to one or more of such biddersshall be final. Selection shall be made by drawing lotsin public.

RESIDENT BIDDERS PREFERENCE: Price andother factors being equal, preference will be given firstto resident bidders of the Town. Except whenjudgment of such purchase would operate to thedisadvantage to the Town.

24. SPECIFIC BID QUANTITIES: Where quantitiesare stated specifically, acceptance of the bid will bindthe Town to order only those quantities specified, andto pay for at contract prices all such supplies orservices delivered that meet specifications andconditions of the contract. The Town will not berequired to accept delivery of any balances unorderedas of the contract expiration date.“AS REQUIRED” BID QUANTITIES: On “asrequired” bids, acceptance will bid the Town to payfor at unit prices only quantities ordered and delivered.

CONTRACT PROVISIONS

25. GUARANTEE: The contractor shall unconditionallyguarantee the materials and workmanship on allequipment furnished by him for a period of one yearfrom date of acceptance of the items delivered andinstalled, unless otherwise specified herein. If, withinthe guarantee period, any defects or signs ofdeterioration are noted which in the opinion of theTown are due to faulty design and installation,workmanship or materials, upon ratification, thecontractor, at his expense shall repair the defect orreplace the item.

26. AVAILABILITY OF FUNDS: A contract shall bedeemed executory only to the extent of appropriationsavailable to each agency for the purchase of sucharticles. The Town’s extended obligation on thesecontracts which envision extended funding, throughsuccessive fiscal periods shall be contingent uponactual appropriations for the following fiscal year.

27. CONTRACT ALTERATIONS: No alterations inthe terms of a contract shall be valid or binding tothe Town unless made in writing and signed by theTown Manager or his authorized agent.

28. INSURANCE REQUIREMENT: The contractor,following award of the contract may be required tofurnish to the Town of North Branford a Certificate ofInsurance for the following coverage:1. Comprehensive General Liability2. Property Damage & Bodily Injury Liability3. Automobile Liability4. Workman’s Compensation and Employees

Liability5. Professional LiabilityThe Town of North Branford shall be named as anadditional insured on said policy of public liabilityinsurance to cover all claims against the Town arisingout of said contract.

In addition to the coverage delineated above, BuildersRisk Insurance may be required for constructioncontracts. The limits of Insurance unless otherwisespecified shall be as follows:GENERAL LIABILITY: Combined single limit of$1,000,000. (Property Damage & Bodily InjuryLiability $1,000,000. Combined Single Limit).

The insurance carried by the bidder shall includethe following coverage’s.a. Comprehensive Formb. Premises Operationsc. Products Completed Operationsd. Contractual – Hold Harmless Requirements*e. Independent Contractorsf. Broad Form Property Damageg. Personal Injury*HOLD HARMLESS REQUIREMENTS: Thecontractor shall, at all times, indemnify and saveharmless the Town of North Branford, its officers,agents and servants on account of any and all claims,damages, losses, litigation expense, counsel fees andcompensation arising out of injuries (including death)sustained by or alleged to have been sustained by thepublic, any or all persons affected by the contractor’swork, or by the contractor, any sub-contractor,material, men or anyone directly or indirectlyemployed by them or any one of them while engagedin the performance of this contract.

AUTOMOBILE LIABILITY: Combined singlelimit of $1,000,000. (Property Damage & BodilyInjury Liability $1,000,000. Combined Single Limit)Comprehensive automobile liability to cover all

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automobiles or vehicles owned, hired or owned bycontractor’s employees and used on business.

WORKERS’ COMPENSATION: The contractormust have workers’ compensation and liabilityinsurance as provided by Connecticut and Federal lawwith statutory limits of $500,000 per accident,$500,000 disease each employee and $1,000,000disease policy limit.

The contractor shall procure and pay for the insurancecoverage’s described above with the minimum limitsof liability as stated. The certificate of insurance shallcertify that said coverage shall be in effect for the termof the contract.

The Town of North Branford shall be named as anadditional insured on the General Liability insurancepolicy. All policies shall provide for 60 days writtennotice prior to cancellation, substantial change or non-renewal.

The contractor must be in compliance with State ofConnecticut Public Act #86-87 “An Act ConcerningWorkers’ Compensation Insurance Requirements ForContractors, On Public Works Projects And StateLicenses."

29. TERMINATION OF CONTRACT: Contracts willremain in force for full periods specified, and until allarticles ordered before the termination have beendelivered and accepted, unless:

a. There have been satisfactory deliveries prior toexpiration date.

b. An extension has been authorized by thePurchasing Agent, and accepted by the cont-ractor, to obtain unordered balances or additionalquantities at contract prices and in accordancewith contract terms.

c. SUBLETTING OF CONTRACT: Contractorshall not assign, transfer, sublet or otherwisedispose of his contract, or his right, title orinterest therein, or his powers to execute suchcontract to any other person, firm or corporation,without the previous written consent of thePurchasing Agent. In no case shall such consentrelieve the contractor from his obligations underthe contract, nor shall consent change the termsof the contract. If the contractor assigns,transfers, conveys, sublets or otherwise disposesof his contract or his right, title or interest therein,without obtaining prior written consent from thePurchasing Agent, the Purchasing Agent maycancel the contract in whole or in part.

d. DEFAULT: The contract may be cancelled orannulled by the Purchasing Agent in whole or inpart by written notice of default to the contractorupon non-performance or violation of contract

terms. An award may then be made to nextlowest responsible bidder, or, articles specifiedmay then be purchased on the open marketsimilar to those so terminated. In either event,the defaulting contractor (or his surety) shall beliable to the Town for costs to the Town in excessof the defaulted contract prices: Provided, thatthe contractor shall continue the performance ofthe contract to the extent not terminated under theprovisions of this clause. Failure of thecontractor to deliver materials or services withinthe time stipulated on his bid, unless extended inwriting by the Purchasing Agent, shall alsoconstitute contract default.

e. DELIVERY FAILURES: Failure of acontractor to deliver within the time specified orto deliver within the time extended by thePurchasing Agent, and failure to makereplacements of rejected articles when sorequested, immediately or as directed by thePurchasing Agent, shall constitute contractdefault and authorize the Purchasing Agent topurchase in the open market articles ofcomparable grade to replace articles rejected ornot delivered. On all such purchases, thecontractor shall reimburse the Town, within areasonable time as specified by the PurchasingAgent, for any expenses incurred in excess ofcontract prices or the Town may deduct suchamount from monies owed the defaultingcontractor. Such substitute purchases shall bededucted from contract quantities. Should publicnecessity demand it, the town reserves the rightto use or consume articles delivered which aresubstandard in quality, subject to an adjustmentin price to be determined by the Purchasingstandard in quality, subject to an adjustment inprice to be determined by the Purchasing Agent.

f. NON-LIABILITY: The contractor shall not beliable in damages for delay in shipment or failureto deliver when such delay or failure is the resultof fire, flood, strike, act of God, act ofgovernment, act of an alien enemy or b any othercircumstances which, in the Purchasing Agent’sopinion, is beyond the control of the contractor.Under such circumstances, however, thePurchasing Agent may, in his discretion, cancelthe contract.

g. NON-DISCRIMINATION: Contractor, in per-forming under this contract, shall notdiscriminate against any worker, employee orapplicant, or any member of the public, becauseof race, creed, color, age or national origin, norotherwise commit an unfair employment practice.Contractor further agrees that this article will beincorporated by contractor in all contracts enteredinto with suppliers of materials or services,contractors and sub-contractors and all labororganizations, furnishing skilled, unskilled and

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craft union skilled labor, or who may performany such labor or services in connection with thiscontract. The following principles andrequirements of Equal Opportunity andAffirmative Action, as incorporated herein, willbe incorporated into “Equal Opportunity – Non-Discrimination Clause” to be included in all biddocuments, purchase orders, lease and contracts.The principles of Affirmative Action areaddressed in the 13th, 14th, and 15th Amendmentsof the United States Constitution, Civil RightsAct of 1886, 1870, 1871, Equal Pay Act of 1963,Title VI and VII of the 1964 United States CivilRights Act, Presidential Executive Orders 11246,amended by 11375, (nondiscrimination underfederal contracts), Act 1, Section 1 and 20 of theConnecticut Constitution, Governor Grasso’sExecutive Order Number 11, Governor O’Neill’sExecutive Order Number 9, the Connecticut FairEmployment Practices Law (Sec. 46a-60-69) ofthe Connecticut General Statutes, ConnecticutCode of Fair Practices (46a-70-81), Deprivationof Civil Rights (46a-58 (a) (d) ), PublicAccommodations Law (46a-63-64),Discrimination against Criminal Offenders (46a-80), definition of blind (46a-51 (l) ), definition ofPhysically Disabled (46a-51 (15) ), definition ofMentally Retarded (46a-51 (13) ), cooperationwith the Commission on Human Rights andopportunities (46a-77), Sexual Harassment (46a-60 (a) –8), Connecticut Credit DiscriminationLaw (360436 through 439), Title 1 of the Stateand the Local Fiscal Assistance Act of 1972.

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AFFIRMATIVE ACTION STATEMENT

REQUIREMENT-ANY VENDOR OR BIDDER SEEKING TO DO BUSINESS WITH THE TOWNOF NORTH BRANFORD MUST, UPON REQUEST, SUPPLY THE PURCHASING OFFICE WITHANY INFORMATION CONCERNING THE AFFIRMATIVE ACTION EQUAL EMPLOYMENTPRACTICES OF THE VENDOR/BIDDER. FAILURE TO SUPPLY SUCH INFORMATION, WHENREQUESTED, WILL RESULT IN THE TERMINATION OF ANY FURTHER TRANSACTIONSBETWEEN THE VENDOR/BIDDER AND THE TOWN OF NORTH BRANFORD.

NOTE- ALL VENDORS/BIDDERS WITH MORE THAN 10 EMPLOYEES SHALL BE REQUIREDTO COMPLETE THE AFFIRMATIVE ACTION/EQUAL OPPORTUNITY EMPLOYMENTREQUIREMENTS STATEMENT ON AN ANNUAL BASIS EXCEPT AS NOTED BELOW:

1. ALL VENDORS OR BIDDERS WITH LESS THAN 10 EMPLOYEES ARE EXEMPTFROM THIS REQUIREMENT;

2. ALL VENDORS/BIDDERS THAT HAVE COMPLETED THIS FORM WITH THELAST YEAR;

IF EITHER OF THE ABOVE APPLIES, CHECK THE APPROPRIATE BOX BELOW:

LESS THAN 10 EMPLOYEESINDICATE NUMBER:___________

COMPLETED THIS FORM WITHIN THE LAST YEARDATE COMPLETED____________

SEALED BIDS- ALL BIDDERS SUBMITTING A SEALED BID WILL BE REQUIRED TOCOMPLETE THE AFFIRMATIVE ACTION STATEMENT. IF THE FORM HAS BEENCOMPLETED IN THE PAST YEAR, PLEASE INCLUDE A XEROX COPY OF THE INITIAL FORMINCLUDED WITH OUR BID. IF SIGNIFICANT CHANGES HAVE TAKEN PLACE IN THE PASTYEAR, PLEASE UPDATE THE CHANGES ON THIS FORM.

COMPANY NAME & ADDRESS:_________________________________________________

__________________________________________________

__________________________________________________

TYPE OF BUSINESS: __________________________________________________

TYPE OF ORANIZATION: ____________ ___________ ___________PLEASE CHECK CORPORATION PARTNERSHIP INDIVIDUAL

IF VENDOR/BIDDER FILLING THIS APPLICATION IS NOT THE ABOVE NAMED COMPANY,PLEASE PROVIDE THE NAME, ADDRESS AND TELEPHONE NUMBER OF THE REPORTINGUNIT, BRANCH AGENT, REPRESENTATIVE.

*THIS FORM MUST BE RETURNED

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EQUAL EMPLOYMENT OPPORTUNITYTHE VENDOR/BIDDER IS INSTRUCTED TO COMPLETE THE FOLLOWING:

1. DOES THE COMPANY HAVE A WRITTEN POLICY STATEMENT REGARDING EQUALEMPLOYMENT OPPORTUNITY?

_________YES __________NO (IF YES, ATTACH COPY)

2. IN RECRUITING EMPLOYEES ARE ALL SOURCES OF RECRUITMENT NOTIFIEDTHAT ALL QUALIFIED APPLICANTS WILL RECEIVE EQUITABLE CONSIDERATION:

_________YES __________NO

IF YES, PROVIDE BRIEF DESCRIPTION OF WHAT METHODS WERE EMPLOYED:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

3. DO ALL RECRUITMENT ADVERTISEMENTS STATE THAT YOU ARE AN EQUALOPPORTUNITY EMPLOYER:

__________YES ____________NO

4. PLEASE LIST BY NAME AND CONTACT PERSON, ANY LOCAL COMMUNITY AGENTOR OTHER GROUP PROVIDING MINORITY AND FEMALE PLACEMENT SERVICEWHICH YOU HAVE CONTACTED IN THE LAST 12 MONTHS. IF NONE, PLEASESTATE:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

5. IF ADDITIONAL MEANS ARE EMPLOYED TO ADVERTISE OR SOLICIT MINORITYAND FEMALE APPLICANTS FOR EMPLOYMENT OPPORTUNITIES WITHIN YOURCOMPANY, PLEASE INDICATE:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

*THIS FORM MUST BE RETURNED

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AFFIRMATIVE ACTION

6. DOES YOUR COMPANY MAINTAIN A WRITTEN AFFIRMATIVE ACTION PLANFOR THE EMPLOYMENT OF FEMALES AND MINORITIES? ____________YES____________NO (IF YES, PLEASE ATTACH COPY)

7. PLEASE INDICATE THE NAME AND ADDRESS OF THE COMPANYOFFICIAL(S) RESPONSIBLE FOR CARRYING OUT THE EQUALOPPORTUNITY/AFFIRMATIVE ACTION PROGRAM FOR YOUR COMPANY:

_________________________________________________________________

_________________________________________________________________

8. IF A WRITTEN AFFIRMATIVE ACTION FOR YOUR COMPANY IS NOT INPLACE, PLEASE ESTIMATE THE NUMBER OF VACANCIES EXPECTEDDURING THE NEXT TWELVE MONTHS AND INDICATE THE NUMERICAL ORPERCENTAGE GOALS YOU HAVE SET FOR THE EMPLOYMENT OF MINORITYPEOPLE AND FEMALES TO MAKE YOUR LABOR FORCE REFLECTIVE OF THELABOR MARKET IN WHICH YOU OPERATE:

_________________________________________________________________

_________________________________________________________________

THE VENDOR IS HEREBY NOTIFIED THAT FAILURE TO COMPLETE THE ABOVE FORM IN ASATISFACTORY MANNER WILL PRECLUDE SUCH VENDOR FROM BEING ACTIVELYCONSIDERED TO CONTRACT WITH THE TOWN OF NORTH BRANFORD. THE VENDOR ISFURTHER ADVISED THE AFFIRMATIVE ACTION STATEMENT INCLUDED WITH THE BIDDOCUMENT WILL BECOME PART OF THE CONTRACT AND THAT ANY BREACH OF SUCHSTATEMENTS WILL CONSTITUTE A BREACH OF CONTRACT SUBJECT TO SUCH REMEDIESAS PROVIDED BY LAW.

I CERTIFY THAT THERE ARE NO MISREPRESENTATIONS, OMMISSIONS OR FALSIFICATIONSIN THE FOREGOING STATEMENTS AND ANSWERS AND, THAT ALL ENTRIES ABOVE ARETRUE, COMPLETE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF.

DATE:__________________

SIGNATURE OF AGENT:_________________________________________

TITLE:_________________________________________

SUBSCRIBED AND SWORN BEFORE ME AT CONNECTICUT,

THIS DAY OF 20

________________________________________________NOTARY PUBLIC

*THIS FORM MUST BE NOTARIZED AND RETURNED.