25-47-HR RFP Manual - Compensation Study.pdf

City of Salem, Massachusetts

Request for Proposals

RFP No. 25-47-HR Compensation Study

March 31, 2025

PROPOSALS DUE:

April 15, 2025

11:00am

*Late proposals will be rejected

Anthony Delaney Chief Procurement Officer

93 Washington Street, 2nd Floor Salem, MA 01970 adelaney@salem.com

(978) 619-5695 mailto:adelaney@salem.com

RFP 25-47-HP: Compensation Study

COVER SHEET

Proposer:

Street Address:

(Number and Street) (City) (State) (Zip)

Taxpayer Identification No:

(Social Security Number/Federal Identification Number)

Contact Name:

Telephone:

Email Address:

Fax:

Authorized Signature:

Name:

Title:

Date:

CHECKLIST

Submissions:

Completed Cover Sheet Checklist Price Proposal Form Non-Price Proposal o Signed Certificate of Non-Collusion o Signed Tax Compliance Certification o Signed Certificate as to Corporate Bidder (if applicable)

Acknowledgement of Addenda: (if applicable)

Minimum Requirements:

1. The consultant must be regularly engaged and experienced in compensation analysis services. Minimum combined experience must be three (3) years. This three-year experience must have occurred during the last five (5) years.

2. The Proposal must be complete, accurate and responsive to the RFP's requirements.

3. Evidence of insurance coverage must be satisfactory, including general and professional liability.

PRICE PROPOSAL FORM

This document to be submitted in a separate, sealed envelope from the Technical Proposal

Include a rate sheet of hourly rates of the project team. All travel and related expenses associated with this project shall be included in the price proposal.

Total cost in figures: $

Total cost in words:

SIGNATURE OF AUTHORIZED REPRESENTATIVE

NAME (PRINTED)

DATE

REQUIRED CERTIFICATIONS

FORM A

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.

(Signature of authorized individual submitting proposal)

(Printed Name)

(Name of Proposer)

(Date)

FORM B

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.

(Federal Tax Identification or Social Security Number)

FORM C

CERTIFICATE OF CORPORATE AUTHORITY (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 on behalf of said corporation by authority of its governing body.

(Corporate Seal)

(Secretary-Clerk)

PART 1. GENERAL INFORMATION

1.1 PROCUREMENT DESCRIPTION

1.1.1 INTRODUCTION

The City of Salem ("the City") is seeking proposals from qualified professional consultants to perform a compensation study for its American Federation of State, County and Municipal Employees Local 1818 ("the Union") positions. There are approximately sixty-four (64) positions across twenty (20) job grades in this classification, not all of them currently utilized. This study is being conducted as part of the City’s agreement with the Union. The City and Union have agreed to form a market study committee to achieve the mutually beneficial goal of establishing competitive compensation across all bargaining unit positions. The City and the Union will each assign up to four members of the Committee, which will work with the selected vendor.

This procurement is being conducted by the Compensation Study Group, a committee of both union and non-union City employees. Its members are:

• Lisa Cammarata, Director of Human Resources

• Daniel Capriotti, Senior Fleet Foreman, Department of Public Services

• Anthony P. Delaney, Chief Procurement Officer

• Ann Marie Green, Principal Clerk, Police Department

• Justin MacCutcheon, Deputy Finance Director

• Melissas Mojica, Principal Licensing Clerk

• Elizabeth Rennard, City Solicitor

• Sarah Sosnowski, Assistant Collector

SERVICES TO BE PROVIDED:

• Review existing job descriptions and corresponding postings for current positions.

• Conduct a salary survey of the following comparable cities/towns in Massachusetts: Andover, Beverly, Brockton, Brookline, Chelsea, Danvers, Everett, Lynn, Melrose, and Peabody.

Gather all data and information from these cities/towns. Review staffing levels and provide information on organizational structures in other cities/towns for similar departments.

• Be available to report to the Human Resources Director, Mayor, and other interested parties at the completion of the project with all recommendations. Participate in ad hoc meetings with progress updates.

The project shall be conducted in accordance with generally accepted classification and compensation evaluation methods and recommendations shall be in accordance with applicable federal and state laws, including, but not limited to, the Massachusetts Pay Equity Act (“MEPA”) and the Fair Labor Standards Act (“FLSA”).

The project will include a market rate survey of benchmark positions between comparable Cities/Towns and recommendations for the City’s Administrative and Professional compensation-related personnel system. The analysis will evaluate internal equity and external competitiveness;

design a new classification system and respective compensation plan; and ensure that the new recommended system and plan are compliant with all federal, state, and local statutes and labor laws.

The vendor’s report must be completed by June 2, 2025.

The City’s AFSCME Classification Plan and Salary Tables can be found at https://www.salemma.gov/373/Bargaining-Unit-Contracts.

https://www.salemma.gov/373/Bargaining-Unit-Contracts

1.2 APPLICABLE LAW

This procurement will be conducted pursuant to M.G.L. Ch. 30B, sec. 6.

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 Request for Proposals (‘RFP’) 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 forty-five (45) days after the proposal due date. The time for award may be extended for up to 45 additional days by mutual agreement between the City and the most advantageous proposer.

1.6 RIGHT TO CANCEL/REJECT

The City reserves the right to cancel this RFP or reject in whole or in part any and all proposals 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 proposal pricing.

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

1.8 OBTAINING THE REQUEST FOR PROPOSALS

The RFP and related documents shall be available for free download from the City’s Purchasing Department website at https://www.salemma.gov/bids.

Hardcopies of the RFP and related documents may be obtained at the Office of the Purchasing Agent, 93 Washington Street, 2nd Floor, Salem, MA 01970, during regular office hours:

Monday-Wednesday: 8:00 AM – 4:00 PM Thursday: 8:00 AM – 7:00 PM Friday: 8:00 AM – 12:00 PM https://www.salemma.gov/bids

PART 2. INSTRUCTIONS TO PROPOSERS

2.1 REQUIREMENTS AND SUBMISSIONS

Below please find a description of the requirements and submissions that must be included as part of a proposal.

2.1.1 PRICE PROPOSAL FORM

Every proposal must include a completed ‘Price Proposal Form’. See attached. The price proposal shall be separately sealed and labeled as “Price Proposal”.

2.1.2 NON-PRICE/TECHNICAL PROPOSAL

Each proposal must include a Non-Price/Technical, which shall be separately sealed and labeled as “Non-Price Proposal,” containing:

NON-COLLUSION FORM

Every proposal must include a certification of good faith, certifying that the proposal was made in good faith and without collusion or fraud. See ‘Non-Collusion Form’ attached.

TAX COMPLIANCE FORM

Every proposal must include a written certification that the proposer has complied with all state laws relating to taxes, reporting of employees and contractors, and child support. See ‘Tax Compliance Form’ attached.

CORPORATE BIDDER FORM

If the proposal is being submitted by a corporation the proposal must include a certification that the individual submitting the bid has been authorized to bind the corporation. See ‘Certificate of Corporate Authority’ attached.

PLAN OF SERVICES

The plan of services should include, but is not limited to:

• An overview of the proposer’s organization, including the organization’s structure, background and experience.

• Names and resumes of the proposed consultant/consultant team members.

• List of similar projects completed within the last three years.

• Responses to 4.1 Minimum Requirements, and 4.2 Comparative Criteria.

• Detailed explanation as to how proposer would carry out the tasks described in Scope of Services.

• A breakdown of what is needed/expected from the Administration/City in order to perform the tasks required.

• An estimated time frame for each task.

• A sample report of a similar nature prepared for another municipality or organization (if available).

2.2 PROPOSAL DELIVERY

Below please find a description of the manner in which sealed proposals must be submitted. Price and Non-Price proposals must be separately sealed and labeled.

2.2.1 DUE DATE AND TIME

Proposals shall be received by the Office of the Purchasing Agent on or before April 15, 2025, at 11:00am.

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

2.2.2 ADDRESS

Sealed proposals shall be delivered to the Office of the Purchasing Agent, 93 Washington Street, 2nd Floor, Salem, MA 01970.

Facsimile and email submissions will not be accepted.

2.2.3 HOURS OF OPERATION

Proposals 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

Proposers must submit one (1) original and one (1) copy on USB flash drive.

2.2.5 LABELING

Price and Non-Price proposals must be separately sealed and labeled. Each proposal shall be labeled with (1) the proposal number and title, (2) the proposal due date, (3) the name of the proposer and (4) price or non-price proposal.

2.3 SIGNATURES

A proposal must be signed as follows: 1) if the proposer is an individual, by her/him personally; 2) if the proposer is a partnership, by the name of the partnership, followed by the signature of each general partner; and 3) if the proposer 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

Questions concerning this RFP 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 RFP.

2.4.2 CHANGES

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

2.4.3 MODIFICATIONS AND WITHDRAWALS

A proposer may correct, modify, or withdraw a proposal by written notice received by the City of Salem prior to the time and date set the proposal due date.

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 RFP.

After the proposal due date, a proposer may not change any provision of the proposal in a manner prejudicial to the interests of the City or fair competition. Minor informalities will be waived or the proposer will be allowed to correct them.

2.5 UNFORESEEN OFFICE CLOSURES

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

mailto:%20adelaney@salem.com mailto:%20adelaney@salem.com

PART 3. SCOPE OF SERVICES

Meetings: Throughout the study the consultant will spend time explaining the methodology and the final recommendations regarding compensation levels. There will have to be a minimum of four to five meetings for the consultant to explain the project to employees and at least one more to describe the results of the study. In addition, the consultant will be expected to meet with the the Director of Human Resources and other City employees as necessary.

Compensation Structure: Analyze the Union’s existing salary structure and position descriptions. The Consultant will be responsible for all data gathering and fact-checking. A final report detailing the findings and recommendations will be provided by the Consultant at the completion of the study.

Recommendations: Recommend a structure for grouping positions based on uniform factors.

Recommend compensation for positions. Identify comparable position groups to aid compliance with MEPA. Recommend an implementation plan with projected cost estimates.

Compensation Review: Review the Union’s current compensation structure (salary, grade levels, steps). Attention should be placed on current challenges in recruiting and retaining employees, and the City’s objectives to ensure internal equity and address compression. Review existing union contract. Considerations should include other compensation beyond base salary and wages.

Market Analysis & Survey(s): Conduct a compensation survey and market analysis of benchmark positions for comparison with other similar Massachusetts municipalities using valid and reliable methodology with clearly stated criteria. This should include compensation beyond base salary and wages. The City expects that the proposer will study the following communities: Andover, Beverly, Brockton, Brookline, Chelsea, Danvers, Everett, Lynn, Melrose, and Peabody. The proposer may identify other comparable communities for the study along with rationale for inclusion in consultation with the Compensation Study Group.

Deliverables The consultant is expected to provide an electronic of the completed plan, including but not limited to an introduction, description of the methodology used, survey results, and final recommended compensation schedule.

Time of Performance The consultant must be ready to commence the project upon contract award and must complete the project by June 2, 2025. The City is open to discussion on schedule of deliverables, but the firm's availability and proposed schedule should be clear in the proposal.

PART 4. EVALUATION AND SELECTION

4.1 MINIMUM REQUIREMENTS

1. Proposer must be regularly engaged in compensation analysis services for municipalities and shall have performed at least two similar services within the last 3 years.

2. Proposal must contain all required certifications and components.

3. Proposer must have the capacity to complete the project by June 2, 2025.

4. Proposer must have a demonstrated knowledge of applicable federal and state statutes and regulars governing employment and personnel activities.

4.2 COMPARATIVE CRITERIA

In addition to the minimum requirements listed above, the proposals will be reviewed based on the comparative evaluation criteria rating system as follows:

Highly Advantageous: Excels on the specific evaluation criterion Advantageous: Fully meets the specific evaluation criterion Not Advantageous: Minimally meets the specific evaluation criterion

4.2.1 Similar Projects

• Highly Advantageous Proposer has performed similar services for more than 5 municipalities or organizations within the last 3 years.

• Advantageous: Proposer has performed similar services for between 3 and 4 municipalities or organizations within the last 3 years.

• Not Advantageous: Proposer has performed similar services for 2 municipalities or organizations in the last

3 years.

4.2.2 Quality of Work

• Highly Advantageous: Examples of prior work and references indicate a high quality of work.

• Advantageous: Examples of prior work and references indicate a satisfactory quality of work.

• Not Advantageous: Examples of prior work and references do not indicate an acceptable quality of work.

4.2.3 Plan of Services

• Highly Advantageous: The plan of services is clear and comprehensive and proposes a detailed, logical, and highly efficient scheme for producing a complete report that addresses all of the project objectives.

• Advantageous: The plan of services is clear and comprehensive and proposes a credible scheme for producing a complete report that addresses all of the project objectives.

• Not Advantageous: The plan of services is not sufficiently detailed to evaluate fully, or the plan does not contain all the components necessary to produce a complete report that addresses all of the project objectives.

4.2.4 Capacity

• Highly Advantageous: Proposal indicates that the proposer’s firm has sufficient capacity to undertake this project.

• Not Advantageous: Proposal indicates that the proposer’s firm does not have sufficient capacity to undertake this project, or is unclear on the matter.

4.2 RULE FOR AWARD

Any contract that may result from this procurement shall be awarded to the responsible and responsive proposer offering the most advantageous proposal, taking into consideration all evaluation criteria described herein, as well as price.

4.3 SELECTION PROCESS

Following the deadline for receipt of proposals, the Chief Procurement Officer will open the non-price proposals and prepare a register of proposals submitted. The non-price proposals will be evaluated by the Compensation Study Group based on the Minimum Requirements and Comparative Criteria contained in this RFP. The Compensation Study Group shall notify the Chief Procurement Officer which proposal was deemed most advantageous. The Chief Procurement Officer will then open and evaluate the price proposals, and the City will award the contract to the most advantageous proposal taking into account the evaluation criteria and price.

PART 5. TERMS AND CONDITIONS

5.1 TERM OF CONTRACT

The term of any contract that results from this RFP, shall commence upon issuance of the Notice to Proceed and terminate on the termination date.

5.2 ASSIGNMENT AND SUBCONTRACTING

The selected contractor(s) shall not assign, sell, subcontract or otherwise transfer any interest in this contract without the prior written consent of the City.

5.3 OWNERSHIP OF MATERIAL

All rights, titles to and ownership of all data, material, and documentation resulting from this project and/or prepared for the City pursuant to the Awarded Contract shall remain exclusively with the City. The prospective consultant shall be paid for all services as will be specified in the contract.

5.4 ACCESS TO RECORDS

In addition to terms stated elsewhere in the RFP, the City of Salem or any of its duly authorized representatives, shall have access, upon demand, to any books, documents, papers, and records of the successful Consultant which are directly pertinent to the Awarded Contract, for the purposes of making audit examinations, excerpts, and transcriptions. The successful Consultant shall insert identical rights of access for these parties into any subcontractor agreements the successful Consultant enters into under the Awarded Contract. The City of Salem shall reserve this right for the term of the contract and for three (3) years from the date of final payment.

5.5 CONFLICT OF INTEREST

The consultant agrees that to the extent that such law is applicable to the duties it is to perform hereunder, it will comply with the provisions of Chapter 268A of the General Laws concerning conflict of interest. The consultant covenants that it presently has no interest and shall not require any interest, direct or indirect, which would conflict in any manner or degree with the performance under the agreement.

No employee of the City of Salem and no public official who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this agreement shall participate in any decision relating to this agreement which affects his personal interest or the interest of any corporation, partnership, or association in which he is directly or indirectly interested or have any financial interest, direct or indirect in this agreement or the proceeds thereof.

5.6 FAIR PRACTICES

The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, gender or gender identity, age, adults with disabilities, veteran status, familial status, sexual orientation or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and employees are treated during employment, without regard to race, color, religion, gender or gender identity, age, adults with disabilities, veteran status, familial status, sexual orientation or national origin. Such action shall include, but not be limited to, the following:

employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other form of compensation; and selection for training including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notice setting for the provisions of this non-discrimination clause.

The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, age, adults with disabilities, veteran status or national origin. The Consultant agrees to comply with the "Governor's Code of Fair Practices" of January 12, 1966, Chapter 151B of the Massachusetts General Laws, as amended and Executive Orders which prohibit discrimination because of race, color, religion, national origin, age, sex, veteran status or handicap.

5.7 INSURANCE REQUIRMENTS

See attached Contract for all information relative to insurance requirements. If contractor does not have insurance at the time of proposal submission, it can be obtained once notified of contract award. The City of Salem will not execute a contract to a Vendor until such Vendor provides evidence of such insurance coverage.

The city of Salem will be willing to reimburse the contractor for up to $2,000 for insurance costs after successful completion of a minimum of three rehabilitation projects. Such costs must be indicated on the pricing form and will be factored into any award decision.

5.8 INDEMNIFICATION

Unless otherwise provided by law, the Vendor will indemnify and hold harmless the City 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.

5.9 FEDERAL AND STATE LAW

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

5.10 SAMPLE CONTRACT

See ‘Sample Contract’ attached.

SAMPLE CONTRACT

CITY OF SALEM

Department of Human Resources

CONTRACT #25-47-HR

Compensation Study

This Contract made this XXXX day of XXXXXXX, by and between the City of Salem, a municipal corporation located within the Commonwealth of Massachusetts, 93 Washington Street, Salem, MA 01970 (hereinafter, the “City”), and XXXX a corporation with a business address at 123 Main Street, Boston, MA 02111 (hereinafter, the “Vendor”).

Article I Scope of Services

The Vendor shall provide compensation study services, in accordance with Request for Proposals 25-47- HR, which is incorporated herein in full. Contract documents shall include said Request for Proposals, Vendor’s proposal dated XXXXXX, and Insurance Certificates, all of which are incorporated by reference.

Article II Term of Contract

This Contract shall become effective upon issuance of the ‘Notice to Proceed’ and terminate no later than XXXXX.

Article III Compensation

The City agrees to pay the Vendor XXXXXX ($XXXXX). The City shall make every effort to make payment within thirty days from receipt and acceptance of a reasonably detailed invoice. The above contract number must be references on all invoices.

Article IV Affirmative Action

The parties hereto agree that it shall be a material breach of the contract for the Vendor to engage in any practice which shall violate any provision of the Massachusetts General Laws. Chapter 151B, relative to discrimination or privileges of employment because of race, color, religion, sex, national origin, ancestry, age, sexual orientation or disability.

Article V Compliance with Laws

The Vendor shall comply with all Federal, State, and local laws, rules, regulation and orders applicable to the work provided pursuant to this Contract, and shall be responsible for obtaining all necessary licenses, permits and approvals.

Article VI Incorporation of G.L.

This Contract shall be considered to include all terms required to be included by the General Laws of the Commonwealth of Massachusetts, as amended, and any other laws as through such terms were set forth in full herein, to the extent that the same are applicable to this Contract and the Vendor.

Article VII Independent Contractor

The Vendor acknowledges and agrees that it is acting as an independent contractor for all work and services rendered pursuant to this Contract, and shall not be considered an employee or agent of the City for any purpose.

Article VIII City’s Liability

The City’s liability under this Contract shall be to make all payments when they shall become due, and the City shall be under no further obligation or other liability. Nothing in this Contract shall be construed to render the Mayor, City Council or other officer in the City, or their successors in office, personally liable for any obligation under this Contract.

Article IX Indemnification

The Vendor shall indemnify and hold harmless the City, its officers, boards, agents and employees, commissions, and committees from any loss, damage, cost, charge, expense or claim for injury to person or property, which may be made as a result of any negligent act, omission or default on the part of the Vendor, or any of its agents or employees, and will pay promptly on demand all costs and expenses of the investigation thereof, including attorney’s fees and expenses. If any such claim is made, the City may retain out of any payments, then or thereafter due to the Vendor, a sufficient amount to protect the City against such claims, costs and expenses.

Article X Insurance

A. The Vendor shall obtain and maintain during the term of this Contract the insurance coverage required in the Request for Qualifications.

B. All policies shall identify the City as an additional insured (except Workers’ Compensation) and shall provide that the City shall receive written notification at least 30 days prior to the effective date of any amendments or cancellation. Certificates evidencing all such coverage shall be provided to the City upon execution of this Contract. Each such certificate shall specifically refer to the Contract and shall state that such insurance is required by the Contract. Failure to provide or to continue in force such insurance shall be deemed a material breach of the Contract and shall be grounds for termination.

C. A comprehensive general liability policy providing bodily injury coverage, including death, for not less than $500,000 each Occurrence Combined Single Limit /$ 500,000.00 Personal Injury & Advertising Injury/ $1,000,000.00 General Aggregate per Location/Project/ $1,000,000.00 Products Completed Operations Aggregate.

Contractual Liability must recognize the indemnities contained in this Agreement. The City of Salem is to be named as an Additional Insured on this policy. A Waiver of Subrogation in favor of the City of Salem shall be provided for on this policy.

D. Professional liability insurance covering claims arising out of errors, omissions and acts by the Designer in rendering professional services, in the amount of $500,000.00, including contractual liability coverage, with all coverage retroactive to the earlier of the date of this Agreement or commencement of the Designer's Services with respect to the Project, which coverage shall be maintained for a period of at least three (3) years after the date of Final Payment by the City to the Designer with respect to the Project.

Article XI Assignment

The Vendor shall not assign, sublet, or otherwise transfer this Contract, in whole or in part, without the prior written consent of the City and shall not assign any of the moneys payable under this Contract, except by and with the written consent of the City.

Article XII Inspection and Reports

The City shall have the right, at any time, to inspect the work of the Vendor, including the right enter upon property owned or occupied by the Vendor, whether situation within or beyond the limits of the City.

Whenever requested, the Vendor shall immediately furnish to the City full and complete written report of his operation under this Contract in such detail and with such information as the City may request.

Article XIII Termination for Cause

If, at any time during the term of this Contract, the City determined that the Vendor has breached the terms of this Contract by negligently or incompletely performing the work, or any part thereof, or by failing to perform the same, to the satisfaction of the City, or by not complying with the direction of the City or its agents, or by otherwise failing to perform this Contract in accordance with all of its terms and provision, the City shall notify the Vendor in writing stating therein the nature of the alleged breach and directing the Vendor to cure such breach within 10 days. The Vendor specifically agrees that it shall indemnify and hold harmless the City as provided in Article IX, from any loss, damage, cost, change, expense or claim arising out of resulting from such breach, regardless of its knowledge or authorization of the actions resulting in the breach. If the Vendor fails to cure said breach within 10 days, the City may, at its election at any time after the expiration of said 10 days, terminate the Contract by giving written notice thereof to the Vendor specifying the effective date of termination. Upon the date so specified, this Contract shall terminate. Such termination shall not prejudice or waive any rights or action which the City may have against the Vendor up to the date of such termination and the Vendor shall be liable to the City for any amount which it may be required to pay in excess of the Contract sum provided herein in order to complete the work specified herein in a timely manner.

Article XIV Notice

Any and all notices, or other communications required or permitted under this Contract, shall be in writing and delivered by hand or mailed postage prepaid, return receipt requested, by registered or certified mail or by other reputable delivery service, to the parties at the addresses set forth on or furnished from time to time in writing hereafter by one party to the other party.

Any such notice or correspondence shall be deemed given when so delivered by hand, if so mailed, when deposited with the U.S. Postal Service or, if sent by private overnight or other delivery service, when deposited with such delivery service.

Article XV Severability

If any term of condition of the Contract or any application thereof shall to any extent be held invalid, illegal or unenforceable by the court of competent jurisdiction, the validity, legality, and enforceability of the remaining terms and conditions of this Contract shall not be deemed affected thereby unless one or both of the parties would be substantially or materially prejudiced.

Article XVI Governing Law

The Contract shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts and the Vendor submits to the jurisdiction of any of the appropriate courts for the adjudication of disputes arising out this Contract.

Article XVII Entire Agreement

This Contract, including all documents incorporated herein by reference, constitutes the entire integrated agreement between the parties with respect to the matters described. This agreement supersedes all prior agreements, negotiations and representations, either written or oral, and it shall not be modified or amended except by written document executed by the parties hereto.

XXXXXXXXXXXXXXX CITY OF SALEM:

By: By:

Authorized Signature Dominick Pangallo, Mayor

Authorized Officer (print) Anna Freedman, Finance Director

Title Anthony P. Delaney, Chief Procurement Officer

Approved as to form:

Beth Rennard, City Solicitor

Lisa Cammarata, Director of Human Resources