23-15-FIR IFB Manual.pdf

City of Salem

Invitation for Bids

IFB No. 23-15-FIR

SALEM FIRE DEPARTMENT – STATION #5

SITE IMPROVEMENTS PROJECT

August 2022

BIDS DUE:

Wednesday, September 21, 2022

11:00 AM

*Late bids will be rejected

Anthony Delaney Purchasing Agent

93 Washington Street, 3rd Floor Salem, MA 01970 adelaney@salem.com

(978) 619-5695 https://www.salem.com/bids mailto:adelaney@salem.com

IFB: 23-15-FIR

CITY OF SALEM - LEGAL NOTICE

Sealed bids and proposals for furnishing the following will be received at the Purchasing Department, Salem City Offices, 93 Washington Street, Salem, Massachusetts 01970 until the time specified below at which time the bids will be publicly opened and read.

IFB No. 23-15-FIR SFD Station #5 Site Improvements Project IFB Opening

09/21/2022 @ 11:00 AM

Attention is directed to the minimum wage rates to be paid as determined by the Department of Labor Standards under the provisions of Massachusetts General laws, Chapter 149, Sections 26 to 27D inclusive.

This project is subject to the requirements of Section 3 of the Housing & Urban Development Act of 1968, as amended, 12 USC 170U and the regulations set forth in 24 CFR 135.

Bid documents are available upon request after 11:00 AM on August 31, 2022 at 93 Washington St, 3rd Floor, Salem, MA 01970, and at www.salem.com/bids

Pre-Bid meeting will be held on Tuesday, September 13, 2022 at 9:00 AM. Bidders shall meet at the Fire Station project site, front parking lot located at 64 Loring Avenue, Salem, MA 01970.

The award is made by the Purchasing Agent and is subject to Mayoral approval. The City of Salem reserves the right to reject any and all proposals or to waive any informality in the IFB/RFP process, if deemed in the City’s best interest.

Anthony Delaney Purchasing Agent http://www.salem.com/bids

FIRE DEPARTMENT PARKING LOT PROJECT

23-15-FIR

COVER SHEET

PLEASE PRINT OR TYPE:

Name of Bidder:

Contact Individual:

Address:

# Street City/Town State Zip Code

Phone:

Alternate Phone:

Email Address: Social Security/Federal Tax Identification Number:

Authorized Signature:_______________________________________

FIRE DEPARTMENT PARKING LOT PROJECT

BIDDER’S CHECKLIST

Submissions:

Please Check:

Completed Cover Sheet Bidder’s Checklist (this sheet) Bid Form Required Certifications Form Reference Form 5% Bid Security List of Similar Project/References Acknowledgement of Addenda: __________ (if applicable)

(#s)

FIRE DEPARMTMENT PARKING LOT PROJECT

BID FORM

BIDDER NAME:

To the Awarding Authority:

A. The undersigned proposes to furnish all labor and materials required for:

Salem Fire Department, Station #5 Site Improvements Project

Including all Labor and Materials, for the contract price specified below, subject to additions and deductions according to the terms of the specifications.

B. This bid includes addenda numbered ______________________________

C. The proposed Total Base Bid (ALL ITEMS) contract price is______________________________________________________________________

____________________________________________________________ (WORDS)

($___________________________________) (NUMBERS)

D. UNIT PRICES

1. Salem Fire Station Parking Lot _____________________________________(NUMBERS)

2. Owners Allowance for Police Details $10,000.00

E. Bidder understands that the owner reserves the right to reject any or all bids and to waive any minor informalities in the bidding prices.

F. The undersigned agrees if selected as General Contractor, within five days, Saturdays, Sundays and legal holidays excluded, after presentation thereof by the City:

1. Execute a contract in accordance with the terms of this bid;

2. Furnish a 50% Payment from a surety company qualified to do business under the laws of the Commonwealth and satisfactory to the City in the sum of 50% of the contract price, the premiums for which are to be paid by the General Contractor and are included in the contract price;

3. Provide an Insurance certificate specifying the City as an additional Insured. The City further requires that within 30 days after being selected, the General Contractor furnish the City with a copy of all insurance policies

I. Amounts are to be shown in both words and figures. In case of discrepancy, the amount shown in words will govern.

J. The bidder agrees that this bid shall be good and may not be withdrawn for a period of 30 days (excluding weekends and holidays) after the scheduled closing time for receiving bids.

K. The undersigned hereby certifies that s/he is able to furnish labor that can work in harmony with all other elements of labor employed or to be employed on the work and that s/he will comply fully with all laws and regulations applicable to awards made subject to section forty four A.

L. As required by M.G.L. c. 62C, §49A, the undersigned certifies under the penalties of perjury that the bidder has complied with all laws of the commonwealth relating to taxes. The undersigned further certifies under the penalties of perjury that this bid is in all respects bona fide, fair and made without collusion or fraud with any other person. As used in this subsection the word “person” shall mean any natural person, joint venture, partnership, corporation or other business or legal entity. The undersigned further certifies under penalty of perjury that the said undersigned is not presently debarred from doing public construction work in the commonwealth under the provisions of section twenty-nine F of chapter twenty-nine, or any other applicable debarment provision of any other chapter of the General Laws or any rule or regulation promulgated there under.

BIDDER NAME:________________________________________________________

M. The undersigned agrees to commence work on the Contract within thirty (30) calendar days from receipt of written notice to proceed issued by the Owner and to thereafter diligently and continuously carry on the work. The undersigned agrees to begin the project before October 15, 2022 and substantially complete the work of this Contract on or before November 30, 2022 the date of substantial completion, both base bid and including Alternate #1. Final completion shall be on or before December 9, 2022. Contractor agrees to complete all items included in this Document, including attachments.

Date________________________________________

BY:___________________________________

(Signature)

(Name of General Bidder)

(Title)

(Business Address)

FIRE DEPARMENT PARKING LOT PROJECT

REQUIRED CERTIFICATIONS

1. NON-COLLUSION:

The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals.

2. TAX COMPLIANCE:

Pursuant to M.G.L. c. 62C, §49A, I certify under the penalties of perjury that, to the best of my knowledge and belief, I am in compliance with all laws of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

3. CORPORATE BIDDER (if applicable):

I, _______________________________ certify that I am the _____________________ of the corporation named as Bidder in the Bid included herein, that _________________, who signed said Bid on behalf of the Bidder was then ________________________ of said corporation, that I know his signature, that his signature thereon is genuine and that said Bid was duly signed, sealed and executed for and in behalf of said corporation by authority of its governing body.

(Corporate Seal) (Secretary-Clerk)

4. PREVAILING WAGES:

The undersigned bidder or quoter hereby certifies, under the pains and penalties of perjury, that the foregoing bid or quote is based upon the payment to laborers employed on the project of wages in an amount no less than the applicable prevailing wage rates established for the project by the Massachusetts Department of Labor and Workforce Development or Federal Wages (Davis-Bacon Wage Rates, whichever is higher). The undersigned bidder or quoter agrees to indemnify the awarding authority for, from and against any loss, expenses, damages, action or claims, including any expense incurred in connection with any delay or stoppage of the project work, arising out of or as a result of

(1) the failure of the said bid or quote to be based upon the payment of the said applicable prevailing wage rates, or (2) the failure of the bidder or quoter, if selected as the Contractor, to pay laborers employed on the project the said applicable prevailing wages.

5. DEBARRMENT

The undersigned further certifies under penalty of perjury that the said undersigned is not presently debarred from doing public construction work in the commonwealth under the provisions of section twenty-nine F of chapter twenty-nine, or any other applicable debarment provisions of any other chapter of the General Laws or any rule or regulation promulgated thereunder.

6. LABOR HARMONY AND OSHA TRAINING

The undersigned hereby certifies that he is able to furnish labor that can work in harmony with all other elements of labor employed or to be employed on the work; that all employees to be employed at the worksite will have successfully completed a course in construction safety and health approved by the United States Occupational Safety and Health Administration that is at least 10 hours in duration at the time the employee begins work and who shall furnish documentation of successful completion of said course with the first certified payroll report for each employee; and that he will comply fully with all laws and regulations applicable to awards made subject to section 44A.

7. QUALIFICATIONS

Contractor shall have completed a minimum of five (5) projects, similar in scope and budget for municipal clients in the previous three (3) years. Contractor shall have no history of disputes on projects in the City of Salem or known issues on previous projects for the City of Salem. Contractor shall provide project list as a separate attachment.

(Signature of authorized individual submitting proposal)

(Printed Name)

(Name of Bidder (if different than name))

(Federal Tax Identification or Social Security Number)

(Date)

REFERENCE FORM (Attach additional sheets as necessary.)

The Contractor shall provide a minimum of 3 municipal references for completed projects by the Contractors forces for scopes & budgets similar to this project, within the previous 3 years.

References no longer employed or with incomplete contact information shall be considered incomplete by the Bidder.

(1) Reference Name (Contact Person):

City/Town/Company:

Fax:

Email:

Dates of Services Provided:

_____ / _____ / _____ to _____ / _____ / _____

Description of Services Provided:

(2) Reference Name (Contact Person):

(3) Reference Name (Contact Person):

PART 1. GENERAL INFORMATION

1.1 PROCUREMENT DESCRIPTION

The City of Salem issues this IFB No. 23-15-FIR: Salem Fire Department, Station #5 Site Improvements Project, in accordance with the enclosed specifications, located at 64 Loring Avenue, Salem, MA 01970.

1.2 APPLICABLE LAW

This procurement will be conducted pursuant to Massachusetts General Laws Chapter 30, Section 39M.

1.3 APPROVAL

Any contract that may result from the procurement shall be subject to the approval of the Mayor of the City of Salem.

1.4 INCORPORATION BY REFERENCE

All requirements, specifications, terms and conditions described in this Invitation for Bids shall be incorporated by reference into any contract that may result.

1.5 TIME FOR AWARD

Any contract that may result from the procurement shall be awarded within thirty (30) days after the bid opening. The Contractor must agree to hold its bid prices firm for that period.

1.6 RIGHT TO CANCEL/REJECT

The City reserves the right to cancel this Invitation for Bids or reject in whole or in part any and all bids if the City determines that cancellation or rejection serves the best interests of the City.

1.7 TAXATION

Purchases made by the City are exempt from the payment of Federal excise tax and the payment of Commonwealth of Massachusetts sales tax and any such taxes must not be included in the bid pricing.

Copies of the City’s tax exempt paperwork shall be available upon request of the selected contractor.

1.8 OBTAINING THE INVITATION FOR BIDS

The Invitation for Bids shall be available beginning, Wednesday, August 31, 2022 by 11:00

AM.

The Invitation for Bids and related documents shall be available for free download from the City’s Purchasing Department website at https://www.salem.com/bids

Hardcopies of the Invitation for Bids and related documents may be obtained at the Office of the Purchasing Agent, 93 Washington Street, 2nd Floor, Salem, Massachusetts 01970, between the hours of 8:00 AM-4:00 PM on Monday-Wednesday, 8:00-7:00 PM on Thursday, and 8:00 AM-12:00 PM on Friday.

1.9 PRE-BID CONFERENCE

Pre-bid meeting will be held on Tuesday, September 13, 2022 at 9:00 AM. The meeting will be held on site. Bidders shall meet in the parking lot in front of the Salem Fire station located at 64 Loring Avenue, Salem, MA 01970.

PART 2. INSTRUCTIONS FOR BIDDERS

2.1 REQUIREMENTS AND SUBMISSIONS

Below please find a description of the requirements and submissions that must be included as part of a bid. Bids must be sealed and marked as noted.

Please note all bidders must have proven experience with jobs of similar scope and size and must provide references for such work.

2.1.1 BID FORM

Every bid must include a completed ‘Bid Form’. See attached. All material, equipment and labor is F.O.B. City of Salem.

2.1.2 NON-COLLUSION

Every bid must include a certification of good faith, certifying that the bid was made in good faith and without collusion or fraud. See ‘Required Certifications’ attached.

2.1.3 TAX COMPLIANCE

Every bid must include a written certification that the bidder has complied with all state laws relating to taxes, reporting of employees and contractors, and child support. See ‘Required Certifications Form’ attached.

2.1.4 CORPORATE BIDDER

If the bid is being submitted by a corporation, the bid must include a certification that the individual submitting the bid has been authorized to bind the corporation. See ‘Required Certifications Form’ attached.

2.1.5 REFERENCE FORM & QUALIFICATIONS

Every bid must be accompanied by at least three (3) professional references, and qualifications statement.

2.1.6 BID DEPOSIT

Each bid must be accompanied by a deposit equal to five percent (5%) of the amount of the bid. The bid deposit may be in the form of a certified treasurer’s or cashier’s check payable to the City of Salem from a responsible back or trust company; cash; or a bid bond.

2.1.7 PAYMENT & PERFORMANCE BONDS

The selected contractor shall be required to furnish a Payment Bond in the amount one hundred percent (50%) of the contract price, within ten days of the date of notification of the contract award.

2.1.8 PREVAILING WAGE

A. MA PREVAILING WAGE

Wages for this project are subject to the prevailing wage rates as set by the Department of Labor Standards. A copy of the prevailing wage rates for this project is included in the Invitation for Bids, along with a Payroll Record Form and Statement of Compliance. In the event that the option to renew is exercised, an updated prevailing wage rate sheet will be sent to the Contractor along with the contract amendment letter.

Certified Weekly Payroll documents shall be sent to the Office of the Purchasing Agent, 93 Washington Street, 2nd Floor, Salem, MA 01970. Payroll records must be sent three (3) business days after the close of the previous work week. See ‘Certification Regarding Payment of Prevailing Wage Rates’ attached.

B. FEDERAL WAGE (DAVIS – BACON WAGE RATES)

This project is subject to the requirements of Section 3 of the Housing & Urban Development Act of 1968, as amended, 12 USC 170U and the regulations set forth in 24

CFR 135

The Section 3 Plan is included with this Bid Manual and includes additional forms that need to be completed to be considered a Section 3 Business as well as show Section 3 compliance for any subcontracting or hiring the contractor undertakes for this project.

Contractor shall submit with their bid a signed Section 3 Certification for RFP’s and Sealed Bids contained on pages 6 and 7 of the attached City of Salem Section 3 Plan

The selected contractor must pay the higher of Davis Bacon federal prevailing wage rates or state prevailing wage rates

2.1.9 DEBARMENT

Every bid must include a certification regarding the contractor’s debarment status. A debarred contractor is not eligible or the award of public contracts during the period of its debarment. See ‘Required Certifications Form’ attached.

2.1.10 LABOR HARMONY AND OSHA CERTIFICATION

Every bid must include a certification regarding labor harmony training approved by the U.S.

Occupation Safety and Health Administration completed by all employees to be employed at the worksite. See ‘Required Certifications” attached.

2.2 BID DELIVERY

Below please find a description of the manner in which sealed bids must be submitted.

2.2.1 DUE DATE AND TIME

Bids shall be received by the Office of the Purchasing Agent on or before 11:00 AM on Wednesday, September 21, 2022.

Any bid received after that time shall be rejected as non-responsive. For matters of uniformity, the Time Stamp Clock located in the Office of the Salem Purchasing Agent shall be the sole determinant of time.

2.2.2 ADDRESS

Sealed bids shall be delivered to the Office of the Purchasing Agent, 93 Washington Street, 3rd Floor, Salem Massachusetts 01970.

2.2.3 HOURS OF OPERATION

Bids must be delivered during the normal hours of operation of the City of Salem:

Monday-Wednesday: 8:00 AM-4:00 PM Thursday: 8:00 AM-7:00 PM Friday: 8:00 AM-12:00 PM

2.2.4 COPIES

Bidders must submit one (1) original and one (1) copy of the bid.

2.2.5 LABELING

The outside of the envelope containing the sealed bid must be labeled with 1) the bid number 2) the bid opening date and time and 3) the name of the bidder.

2.3 SIGNATURES

A bid must be signed as follows: 1) if the bidder is an individual, by her/him personally; 2) if the bidder is a partnership, by the name of the partnership, followed by the signature of each general partner; and 3) if the bidder is a corporation, by the authorized officer, whose signature must be attested to by the clerk/secretary of the corporation, and with the corporate seal affixed.

2.4 QUESTIONS, CHANGES, MODIFICATIONS AND WITHDRAWALS

2.4.1 QUESTIONS/REQUESTS FOR CLARIFICATION

Questions concerning this Invitation for Bids must be submitted in writing to: Anthony Delaney at adelaney@salem.com at least five (5) days prior to the bid opening date. Written responses will be mailed to all bidders on record as having picked up the Invitation for Bids.

Questions and answers transmitted orally between any parties shall not be binding. All mailto:adelaney@salem.com questions shall be received no later than 5:00 PM on Friday, March 5, 2020. Any questions received after this deadline will only be answered at the discretion of the Purchasing Agent.

2.4.2 CHANGES

If any changes are made to this Invitation for Bids, addenda will be issued. Addenda will be posted in the Office of the Purchasing Agent, on the website and e-mailed to all bidders on record as having picked up the Invitation for Bids.

2.4.3 MODIFICATIONS AND WITHDRAWALS

A bidder may correct, modify, or withdraw a bid by written notice received by the City of Salem prior to the time and date set for bid opening.

Modifications must be submitted in a sealed envelope clearly labeled "Modification No.__" to the address listed in part one of this section. Each modification must be numbered in sequence, and must reference the Invitation for Bids.

After the bid opening a bidder may not change any provision of the bid in a manner prejudicial to the interests of the City or fair competition. Minor informalities will be waived or the bidder will be allowed to correct them. If a mistake and the intended bid are clearly evident on the face of the bid document, the mistake will be corrected to reflect the intended correct bid, and the bidder will be notified in writing; the bidder may not withdraw the bid.

A bidder may withdraw a bid if a mistake is clearly evident on the face of the bid document, but the intended correct bid is not similarly evident.

2.5 UNFORESEEN OFFICE CLOSURES

If, at the time of the scheduled bid opening, Office of the Purchasing Agent, 93 Washington Street, 2nd Floor, Salem, MA 01970, is closed due to uncontrolled events such as fire, snow, ice, wind, or building evacuation, the bid opening will be postponed until 11:00 AM on the next normal business day. Bids will be accepted until that date and time.

2.6 BID OPENING PROCEDURE

At the time and place fixed for opening of bids, the City will cause to be opened and publicly read aloud every bid received within the time set for receiving bids, irrespective of any irregularities therein. Bidders and other persons properly interested may be present, in person or by representative. Due to the ongoing public health pandemic, anyone in attendance will be required to wear a mask and practice social distancing.

PART 3. EVALUATION & SELECTION

RULE FOR AWARD

Any contract that results from the procurement shall be awarded to the lowest responsible and most eligible bidder, offering the lowest price on the “Bid Form” and in accordance with MGL Ch. 30, 39M. The City of Salem reserves the right to waive any informalities in the award process, should it be in the best interests of the public to do so.

PART 4. TERMS AND CONDITIONS

5.1 TERM OF CONTRACT & LIQUIDATED DAMAGES

The performance period for any contract that results from this Invitation for Bids shall commence on or around October 15, 2022 and terminate no later than November 30, 2022.

The Contractor represents to the City that the Contract Time is sufficient to perform the original scope of work in accordance with the Contract Documents.

The City and the Contractor recognize that the Contract Time(s) so specified are the essence of this Contract, and the City will suffer financial losses if the Work is not completed within the Contract Time(s) specified plus any extensions authorized by Change Order. Accordingly, if the Contractor fails to complete the Work, or designated part of the Work, within the corresponding Contract Times, s/he shall pay the City liquidated damages.

The Contractor agrees to allow the City to deduct from progress payments and retention and to pay to the City as liquidated damages, and not as a penalty, the amount of Two Hundred and Fifty Dollars and No Cents ($250.00) for each day that expires after the Contract Time specified for Substantial Completion until the Work is Substantially Complete. The Contractor further agrees to allow the City to deduct from progress payments or retention and to pay to the City as liquidated damages, and not as a penalty, the amounts designated subject to the terms and conditions specified, for each day that expires after each of the Contract Time(s) specified for Substantial Completion or Partial Completion of each of those separable parts of the Work until each of the parts is so substantially or partially complete.

After Substantial Completion of the Work, if the Contractor neglects, refuses or fails to complete the remaining Work within the Contract Time or any proper extension granted by the City, the Contractor agrees to allow the City to deduct from progress payments and retention, and to pay to the City as liquidated damages, and not as a penalty, the amount of Two Hundred and Fifty Dollars and No Cents ($250.00) for each day that expires after the Contract Time specified for completion and readiness for final payment until the Work is completed and ready for final acceptance. These liquidated damages are cumulative and represent a reasonable estimate of the City's extra expenses, which expenses are difficult to estimate with accuracy, for each day that expires after the associated Contract Times.

5.2 ASSIGNMENTS AND SUBCONTRACTING

The selected vendor shall not assign, sell, subcontract or otherwise transfer any interest in this contract without the prior written consent of the City. The successful bidder shall be fully responsible to the City for the acts and omissions of his subcontractor, and of persons either directly or indirectly employed by them, as he is for the acts and omissions of persons directly employed by him.

5.4 INSURANCE REQUIREMENTS

See attached Contract for all information relative to insurance requirements. The City of Salem will not execute a Contract to any Contractor whom cannot first meet all of the insurance requirements.

5.5 CHANGE ORDERS AND ADJUSTMENTS

Any request for a change order or adjustment must be submitted in writing and include the City’s standard Change Order Form and contain, an explanation of the need for the change order, a statement of work including a cost breakdown of each addition, and a statement that the change order is in the best interest of the awarding authority. The City is not obligated to pay for change orders that are not approved in writing, by the original contract signatories.

Three (3) copies of the change order shall be required. Labor and material markups shall not exceed 10% on any executed Change Order.

5.6 INDEMNIFICATION

Unless otherwise provided by law, the Vendor will indemnify and hold harmless the City & Engineer against any and all liability, loss, damages, costs or expenses for personal injury or damage to real or tangible personal property which the City may sustain, incur or be required to pay, arising out of or in connection with the performance of the Contract by reason of any negligent action/inaction or willful misconduct by the Contractor, its agents, servants or employees.

5.7 FEDERAL AND STATE LAW

The selected contractor shall comply with all applicable Federal, State and Local laws and ordinances.

5.8 STATEMENT OF WORK

Except as otherwise specifically stated in the bid and contract documents the selected contractor shall secure, at its own expense, all necessary permits and licenses and comply with all city and state codes and regulations. The selected contractor shall provide and pay for all materials, equipment, labor, tools, temporary construction of every nature, charges, levies, fees, or other expenses incurred and all other services and facilities of every nature whatsoever for his performance of the Contract within the specified time, and required for this project. The selected contractor must provide all materials and equipment free of any lien, claim or encumbrance.

5.9 SAMPLE CONTRACT

See ‘Sample Contract’ attached.

SAMPLE CONTRACT

CONTRACT NO. 23-15-FIR

CITY OF SALEM

CONTRACT FOR SERVICES

Over $10,000

This agreement is made and entered into by and between the City of Salem (hereinafter the CITY), a municipal corporation organized and existing under the laws of the Commonwealth of Massachusetts, and _________________ (hereinafter the CONTRACTOR).

ARTICLE I. DEFINITION.

This CONTRACT as used herein shall mean these articles, and the “contract documents” which include but are not limited to the following identified items and all documents, and forms submitted therewith, or attached hereby.

Attachment A: Scope of Services, and/or other bid package materials Attachment B: Additional Contract Terms and Conditions Attachment C: Statement of Corporate Authority Addenda: ___________

ARTICLE II. AMOUNT AND DURATION.

This CONTRACT in an amount not to exceed $________ shall commence on or about ________ and shall terminate no later than ___________, unless a written amendment to renew or extend this CONTRACT is executed in accordance with the provisions of this CONTRACT.

ARTICLE III. PERFORMANCE.

The Contractor agrees to provide all goods and/or services set forth in Invitation for Bids, Documents, Scope of Services, and the CONTRACTOR’s bid _____ and/or as outlined in ATTACHMENT A -

SCOPE OF SERVICES.

ARTICLE IV. TERMINATION.

Without Cause. The CITY may terminate this CONTRACT on sixty (60) calendar days notice, or may suspend this CONTRACT for up to sixty (60) calendar days upon receipt of notice, when in the best interests of the City by providing notice to the CONTRACTOR, which shall be in writing and shall be deemed delivered and received when given in person to the CONTRACTOR, or when received by fax, express mail, certified mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate method evidencing actual receipt by the CONTRACTOR.

For Cause. If the CONTRACTOR is determined by the CITY to be in default of any term or condition of CONTRACT, the CITY may terminate this contract on thirty (30) days notice by providing notice to the CONTRACTOR, which shall be in writing and shall be deemed delivered and received when given in person to the CONTRACTOR, or when received by fax, express mail, certified mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate method evidencing actual receipt by the CONTRACTOR. If the CITY is determined by the CONTRACTOR to be in default of any term or condition of this CONTRACT the CONTRACTOR may terminate this contract on thirty (30) days notice by providing notice to the CITY, which shall be in writing and shall be deemed delivered and received when given in person to the CITY, or when received by fax, express mail, certified mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate method evidencing actual receipt by the

CITY.

Default. The following shall constitute events of default under this CONTRACT: a) any material misrepresentation made by the CONTRACTOR to the CITY, b) any failure to perform any of its obligations under this CONTRACT including, but not limited to the following: (i) failure to commence performance of this CONTRACT at the time specified in this CONTRACT due to a reason or circumstance within the CONTRACTOR'S reasonable control, (ii) failure to perform this CONTRACT with sufficient personnel and equipment or with sufficient material to ensure the completion of this CONTRACT within the specified time due to a reason or circumstance within the CONTRACTOR'S reasonable control, (iii) failure to performance this CONTRACT in a manner reasonably satisfactory to the CITY, (iv) failure to promptly re-perform with reasonable time the services that were rejected by the CITY as unsatisfactory, or erroneous, (v) discontinuance of the services for reasons not beyond the CONTRACTOR'S reasonable control, (vi) failure to comply with a material term of this CONTRACT, including, but not limited to, the provision of insurance and nondiscrimination, and (vii) any other acts specifically and expressly stated in this CONTRACT as constituting a basis for termination of this CONTRACT, and (viii) failure to comply with any and all requirements of state law, and/or regulations, and City ordinances, and/or regulations.

ARTICLE V. REMEDIES OF THE CITY.

The CITY may deduct the cost of any substitute contract or performance for expenses, losses, and all damages, including incidental and consequential damages as a result of any event of non-conformance or non-performance of the CONTRACTOR in complying with the terms of this CONTRACT, and shall withhold such expenses, losses, and damages from sums due, or to become due.

ARTICLE VI. REMEDIES OF THE CONTRACTOR.

If the damages, other than loss, non-conformance, or non-performance, are actually sustained by the CONTRACTOR due to any act or omission for which the CITY is legally responsible the CITY shall allow a sum equal to the amount of such damages sustained by the Contractor as determined by the CITY in writing, provided the Contractor shall have provided to all signatories of the contract a detailed written statement of such damages and cause thereof within 30 days of the act of omission by the CITY.

ARTICLE VII. ASSIGNABILITY.

The CONTRACTOR shall not assign, subcontract or in any way transfer any interest in this contract without the prior written consent of the Procurement Officer of said City. In the event of such occurrence the City reserves the right to deal with any assignee subcontractor or transferee directly and the contractor agrees to remain bound by all terms and conditions of this contract in accordance with its original tenor. The provisions of this CONTRACT shall be binding upon, and shall inure to the benefit of, the successors and assigns of the CONTRACTOR and any public body or bodies succeeding the interests of the CITY.

ARTICLE VIII. INDEMNIFICATION.

The CONTRACTOR shall assume the defense, indemnify and hold harmless the CITY, the CITY'S agents and employees, from and against all losses and all claims, demands, payments, suits, actions, recoveries and judgments of every nature and description brought or recovered against them by reason of acts, in actions, omissions, negligence, reckless or intentional misconduct of the said CONTRACTOR, its agent(s), officers, employees, or subcontractors; in the execution of the work or in guarding the same. Unless otherwise provided by law, the CITY may elect to indemnify the CONTRACTOR for claims arising in tort if it is determined that the CONTRACTOR performed its obligations under this CONTRACT pursuant to the direct supervision and control of the CITY or its designated agent(s).

ARTICLE IX. WORKER’S COMPENSATION AND OTHER INSURANCE.

The CONTRACTOR shall provide by insurance for the payment of compensation and the furnishing of other benefits under Chapter 152 of the General Laws of Massachusetts (The Worker's Compensation Act) to all employees of the CONTRACTOR who are subject to the provisions of Chapter 152 of the General Laws of Massachusetts.

Failure to provide and continue in force such insurance during the period of this contract shall be deemed a material breach of this contract, shall operate as an immediate termination thereof, and CONTRACTOR shall indemnify the CITY for all losses, claims, and actions resulting from the failure to provide the insurance required by this Article.

Prior to commencement of any work and until completion of its work under this CONTRACT shall maintain the following insurance coverage, at its cost, from insurance acceptable to the CITY, giving evidence of such coverage to the CITY prior to execution of this CONTRACT, a copy of such insurance coverage to be attached herewith:

General - The Vendor shall before commencing performance of the Contract be responsible for providing and maintaining insurance coverage in force for the life of the Contract of the kind and in adequate amounts to secure all of the obligations under the Contract and with insurance companies licensed to write insurance in the Commonwealth of Massachusetts. All such insurance carried shall not be less than the kinds and amounts designated herein, and the Vendor agrees that the stipulation herein of the kinds and limits of coverage shall in no way limit the liability of the Vendor to any such kinds and amounts of insurance coverage. All policies issued shall indemnify and save harmless the City of Salem, its agents and employees from any and all claims for damages to persons or property as may rise out of the performance of this Contract.

Vendor’s Comprehensive General Public Liability and Property Damage Liability Insurance - The Vendor shall carry Comprehensive General Liability Insurance providing for a limit of not less than One Million Dollars ($1,000,000.00) for all damages arising out of bodily injury to or death of one person, and subject to that limit for each person, a total limit of not less than Two Million Dollars ($2,000,000.00) for all damages arising out of bodily injuries or death of two or more persons in any one accident; and Vendor’s Comprehensive Property Damage Liability Insurance providing for a limit of not less than One Million Dollars ($1,000,000.00) for all damages arising out of injury to or destruction of property in any one accident, and subject to that limit per accident, a total (or aggregate) limit or not less than One Million Dollars ($1,000,000.00) for all damages arising out of injury to or destruction of property during the policy period.

Comprehensive Automotive and Property Damage Insurance - The Vendor shall carry Automobile Insurance covering all owned vehicles, hired vehicles or non-owned vehicles under the control of the Vendor while performing work under the Contract in the amount of not less than One Million Dollars ($1,000,000.00) for all damages arising out of bodily injuries to or death of one person and subject to that limit for each person, a total of not less than Two Million Dollars ($2,000,000.00) for all damages arising out of bodily injuries to or death of two or more persons in any one accident; and Property Damage coverage in the amount of not less than One Million Dollars ($1,000,000.00) for all damages to or destruction of property.

The Vendor must carry Workman’s Compensation Insurance in the amounts prescribed under Massachusetts State Law and meet all other City and State Laws and Regulations.

No cancellation(s) of such insurance, whether by the insurer or by the insured party shall be valid unless written notice thereof is given by the parties proposing cancellation to the other party and to the City of Salem at least fifteen (15) days prior to the intended effective date thereof, which date shall be expressed in said notice, which shall be sent by registered mail, return receipt requested. These provisions shall apply to the legal representative(s), trustee in bankruptcy, receiver, assignee, trustee, and successor(s) in interest of the Vendor.

All insurance coverage shall be at the sole expense of the Vendor and shall be placed with such company as may be acceptable to the City of Salem and shall constitute a material part of the contract documents.

Failure to provide written proof to City and continue in force such insurance as aforesaid shall be deemed a material breach of the contract, and may constitute sufficient grounds for immediate termination of the same.

The General Liability and Auto Liability policies must be endorsed to name the CITY as Additional Insured.

The General Liability policy shall also be endorsed to waive the insurer's rights of subrogation against the City. All policies and certificate for insurance must contain language that the insurance shall not be canceled, materially changed or non-renewed without at least thirty (30) days advance written notice to the CITY. The CONTRACTOR under this CONTRACT shall not allow it subcontractors to begin work until similar insurance has been so obtained and certificates of insurance approved by the CONTRACTOR.

ARTICLE X. CORPORATE CONTRACTOR.

If CONTRACTOR is a corporation, CONTRACTOR shall endorse the Certificate of Corporate Authority for the CONTRACTORS’ signatory (Attachment C), or shall otherwise provide a form similar in nature and substance acceptable to the CITY.

If CONTRACTOR is a non-profit corporation, CONTRACTOR shall provide satisfactory proof of present status as a non-profit corporation. Such proof shall be in the form of a certification from the Massachusetts Secretary of State's office and/or from the Internal Revenue Service and shall provide the Federal Tax Identification Number of the non-profit corporation. This agreement shall not be enforceable against the CITY unless and until the CONTRACTOR complies with this section. Failure to inform the CITY in writing of revocation, or other loss of non-profit status shall be deemed a material breach of this contract and operate as an immediate termination thereof.

ARTICLE XI. SUBJECT TO APPROPRIATION.

The obligations of the CITY under this CONTRACT shall be subject to appropriation. In the absence of appropriation this CONTRACT shall be immediately terminated without liability for damages, penalties, or other charges.

In the requisite circumstances, the obligations of the CITY under this CONTRACT shall be subject to the formal award of the state, federal grant.

ARTICLE XII. DOCUMENTS, MATERIALS, ETC.

Any materials, reports, information, data, etc. given to or prepared or assembled by the CONTRACTOR under this CONTRACT are to be kept confidential and shall not be made available to any individual or organization by the CONTRACTOR (except agents, servants, or employees of the CONTRACTOR) without the prior written approval of the CITY, except as otherwise required by law. The CONTRATOR understands that he/she/it may acquire or have access to “personal data” otherwise kept by the CITY. The CONTRACTOR shall comply with the provisions Chapter 66A of the General Laws of Massachusetts as it relates to public documents, and all other state and federal laws and regulations relating to confidentiality, security privacy and use of confidential data.

Any materials produced in whole or in part under this CONTRACT shall not be subject to copyright, except by the CITY, in the United States or any other country. The CITY shall have unrestricted authority to, without payment of any royalty, commission, or additional fee of any type or nature, publicly disclose, reproduce, distribute and otherwise use, and authorize other to use, in whole or in part, any reports, data or other materials prepared under this CONTRACT.

All data, reports, programs, software, equipment, furnishings, and any other documentation or product paid for by the CITY shall vest in the CITY at the termination of this CONTRACT. The CONTRACTOR shall at all times, during or after termination of this CONTRACT, obtain the prior written approval of the CITY before making any statement bearing on the work performed or data collected under this CONTRACT to the press or issues any material for publication through any medium.

ARTICLE XIII. AUDIT, INSPECTION, RECORD KEEPING.

At any time during normal business hours, and as often as the CITY may deem it reasonably necessary, there shall be made available in the office of the CONTRACTOR for the purpose of audit, examination, and/or to make excerpts or transcripts, all records, contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this agreement.

Further the CONTRACTOR agrees to make its work papers, records and other evidence of audit available to the CITY for a period of three years after final payment under his CONTRACT. The CIT shall be entitled to reproduce any or all such documents at its own expense, for which provision shall be made at such time.

ARTICLE XIV. WEEKLY PAYROLL RECORDS REPORT.

In accordance with Massachusetts General Law c. 149, s. 27B, a true and accurate record must be kept of all individuals employed on a public works construction project for which prevailing wage rates are applicable.

In addition, every contractor and subcontractor is required to submit, on a weekly basis, a copy of their weekly payroll records to the awarding authority. Once collected, the awarding authority is also required to preserve those records for three years.

ARTICLE XV. CONFLICT OF INTEREST.

CITY. No officer, member or employee of the CITY and no members of its governing body who exercise any function or responsibility in review or approval of the undertaking or carrying out of this CONTRACT shall participate in any decision relating to the CONTRACT which affects his/her personal interests or the interest of any corporation, partnership, or association in which he/she has a direct or indirect pecuniary interest. None of the services to be provided by the CONTRACTOR shall be used for any partisan political activity or further the election or defeat of any candidate for political office in the CITY. Compliance with this section shall be material to the CONTRACT.

CONTRACTOR. CONTRACTOR agrees that his/her/its agents, servants, and employees have neither presently nor during the period of this CONTRACT any interest direct or indirect which would impair, detract, or conflict in any manner or degree with the performance of services required under this CONTRACT. The CONTRACTOR, his/her/its agents, servants or employees further stipulates that in the performance of this CONTRACT, no person having any such interest shall be employed. Conflicts of Interest include but are not limited to (a) immediate family relationships with officials of the CITY, (b) instances where the CONTRACTOR, his/her/it agents, servants or employees during the period of this CONTRACT was connected as an officer, employee or member of the governing body of the CITY, and (c) instances where the CONTRACTOR has an interest in any CITY department, its agents, servants or employees or parcels of land within the CITY. Compliance with this section shall be material to the

CONTRACT.

ARTICLE XVI. PAYMENT.

The CITY agrees to make all reasonable efforts to pay to the CONTRACTOR the sum set forth in the CONTRACTOR'S bid or proposal within thirty (30) days of receipt of an invoice at the Office of the City Auditor detailing the work completed.

Subject to pending statutory appeal rights, CONTRACTOR agrees that all sums otherwise due and payable to the CITY for outstanding taxes, fines, fees and or other municipal charges may be deducted from the sum(s) otherwise payable under this CONTRACT prior to disbursement to the CONTRACTOR.

ARTICLE XVII. CONFLICT.

In the event there is a conflict between these Articles and Attachment A. Attachment A shall supersede these Articles.

ARTICLE XVIII. WAIVER AND AMENDMENT.

The provisions contained in this CONTRACT may be modified only as specifically provided by ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS. Amendments, or waivers of any additional term, condition, covenant, duty or obligation contained in this CONTRACT may be made only by written amendment executed by all signatories to the original agreement, prior to the effective date of the amendment.

To the extent allowed by law, all conditions, duties, and obligations contained in this CONTRACT may be waived only by written agreement by both parties.

Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any manner limit the legal or equitable remedies available to that party. No waiver by either party of any default or breach shall constitute a waiver of any subsequent default or breach of a similar or different matter.

ARTICLE XIX. CERTIFICATION.

IN WITNESS WHEREOF, THE CONTRACTOR CERTIFIES, UNDER THE PAINS AND

PENALTIES OF PERJURY, THAT THE CONTRACTOR IS IN COMPLIANCE WITH EACH OF

THE FOLLOWING:

TAXES. PURSUANT to M.G.L. c. 62C, s. 49A, the CONTRACTOR has filed all state tax returns and complied with all laws of the Commonwealth relating to taxes.

DEBARMENT. The CONTRACTOR is not currently debarred or suspended by the Commonwealth of Massachusetts, or any of its entities or subdivisions.

AMERICANS WITH DISABILITIES ACT. The CONTRACTOR is aware of the recently enacted Americans with Disabilities Act which prohibits discrimination based upon disability and shall meet any relevant standards, and/or conditions set out in the bid/proposal documents, bid/proposal specifications, and/or ATTACHMENT A - SCOPE OF SERVICES.

ARTICLE XX. FORUM AND CHOICE OF LAW

This CONTRACT and any performance herein shall be governed by and be construed in accordance with the laws of Commonwealth. Any and all proceedings or actions relating to subject matter herein shall be brought and maintained in the courts of the Commonwealth or the federal district court sitting in the Commonwealth, which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legal rights of the parties.

IN WITNESS WHEREOF the parties have hereto and to three other identical instruments set forth their hands the day and year first above written.

THE CITY: THE CONTRACTOR:

Kimberley Driscoll, Date Authorized Signature Mayor

____________________________ Print Name Anthony Delaney, Date Purchasing Agent Print Title Approved as to form:

____________________________ Company Elizabeth Rennard, Esq., Date City Solicitor Status (Corporate/Non- Corporate) Approved as Contract Manager:

____________________________ Taxpayer Identification Number Chief Alan Dionne Date Fire Chief I certify that funds have been encumbered in the amount of:

Date

Anna Freedman, Date Finance Director

ATTACHMENT A

CERTIFICATE OF CORPORATE AUTHORITY

If the Contractor is a corporation, complete the following certification:

At a duly authorized meeting of the Board of Directors of the___________________________ (Name of the Corporation) held on ________________ (Date), at which all the Directors were present or waived notice, it was voted that, ___________________ (Name), _________________________ (Officer) of this company, is authorized to execute Contracts and bonds in the name and behalf of said company, and affix its corporate seal thereto, and such execution of any Contract or obligation in this company's name on its behalf by such ______________________ (Officer) of the company, shall be valid and binding upon this company.

I hereby certify that I am the Clerk of the _____________ _____________________________________ (Name of the Corporation), that _____________________________________ (Name) is the duly elected ____________ (Officer) of said company, and that the above vote has not been amended or rescinded and remains in full force and effect as of the date of the Contract.

A true copy, Attest: ______________________ (Clerk)

Place of Business: ______________________________________

Corporate Seal: