TOWN OF WESTFORD

#26-07 Invitation for Bids

Facilities Management Services at East Boston Camps, Stony Brook Conservation Land

Town of Westford Town Manager’s Office

55 Main Street Westford, MA 01886 westfordma.gov/procurement

Release Date:

Thursday, February 26, 2026

Deadline for Questions:

Wednesday, March 11, 2026 @ 3:00 PM

Bid Deadline:

Thursday, March 19, 2025 @ 1:00 PM

Overview:

The Town of Westford is seeking bids for facility Management Services (hereinafter the “Manager”), at the Town’s East Boston Camps property within the Stony Brook Conservation Land. The property located off Depot Street comprises approximately 290 acres, about 50 of which are the East Boston Camps (EBC). EBC has 32 camp buildings, three public beaches, approximately 1 ½ miles of vehicle accessible roads and over four miles of walking trails. The Westford Conservation Commission has care and custody of the property. In cooperation with the Parks and Recreation Department, the Conservation Commission licenses and leases portions of the property and buildings for various camp and recreational activities. The property is also used by the public generally without fee for various passive recreational activities, subject to rules and regulations and a permanent Conservation Restriction, which are attached hereto as Appendix A.

The Westford Conservation Commission is seeking bids for a one-year contract with possibility of two (2) one-year extensions. The annual anticipated contract value is $50,000.

Introduction:

The Manager contract is seasonal, beginning April 1 through October 31. The work typically requires between 600 to 800 hours from April through October. There is variability in the hours worked each week depending on time of year and the service being provided. A greater number of hours are generally required in the early part of the season (April through June) in order to prepare the camp buildings for occupancy, and at the end of the season (September through October) closing the camp buildings. During July and August when the day camps are in session (Monday through Friday) the hours are generally “on-call”, although light maintenance that does not interfere with the tenant’s use may be performed. The Manager is expected to provide “on-call” service from April 1 to October 31 that includes responding to tenant requests for emergency service, responding to Town of Westford Emergency Personnel, Westford Conservation Commission, and the Conservation Resource Planner (hereinafter “Planner”). It is expected that “on-call” response time will be within 2 hours of the call. There is no additional compensation for ‘on-call” service. Weekends during July and August the hours are generally limited to opening and closing the bath house, cleaning the bath house, and monitoring the property. From April through October, the Manager may be asked to show the property to prospective tenants and explain the use and operation of the different buildings and overall facility. Tenants include: individuals, families, weddings, Friends of East Boston Camps, Scout groups, Live Action Role Playing performers, film makers, Town of Westford Recreation Camps and Private Camps. The property is open to the public year-round, but the facility is not leased out from November through April. The Manager is not expected plow or perform road maintenance work. The property is a rustic camp setting with no heat in any of the buildings.

Minimum Qualifications/Experience:

Contractor must have at least five (5) years of experience providing facility maintenance and management or similar work. Contractor must have at least one year of experience as an agent of a property of similar nature. Contractor must provide a resume with references of at least three separate individuals/companies.

Scope of Work:

The Town is seeking qualified individuals or companies to provide services under the direction and supervision of the Westford Conservation Commission and/or the Conservation/Resource

Planner (hereinafter the “Planner”). The term of the contract shall be for one (1) year with the potential for two (2) one-year extensions. The work shall include:

1. Prior to the EBC license and lease season (typically mid-April), the Manager shall assess any winter damage to the buildings and grounds and prepare the buildings and grounds for lessees and licensees (hereinafter “Licensees”).

2. At the beginning of the open season, typically April 1, the Manager shall meet with the Parks and Recreation Department’s designee to obtain a list of dates and contacts for Licensees that have reserved buildings and grounds at EBC.

3. Prior to the EBC being utilized by renters and lessees, the Manager shall ensure that the buildings and grounds are ready for inspection and approval of the Health Department, Building Department and Fire Department; this includes but is not limited to the following:

a. Check all screens, windows, doors, locks, gates, roofs, etc. to assure they are in good working condition, repair as necessary. Buildings must be opened (boards removed from windows and doors) and ready for use. If necessary, coordinate with Planner to make needed repairs.

b. Clean all buildings thoroughly.

c. Confirm that all refrigerators, stoves, ovens, dishwashers, and ice makers are clean and in working order. Arrange for annual servicing of appliances as applicable. If necessary, coordinate with the Planner to make needed repairs.

d. Coordinate inspections by the Health Department, including annual food service license, Building Department and Fire Department. Arrange for annual servicing of fire extinguishers and other fire suppression devices in order to comply with campground code requirements. If necessary, coordinate with the Planner for repairs.

e. Inspect all fixtures to assure they are in good working order (electrical, gas, plumbing, water heaters etc.). Arrange for servicing and coordinate with the Planner to make needed repairs.

f. Check to assure that there is adequate lighting in all buildings and that lights are functional. The Manager shall purchase and replace bulbs as needed.

g. Test all carbon monoxide, fire, and smoke alarms and batteries. The Manager shall purchase and replace batteries as needed.

h. Confirm there are no missing/cracked tiles/surfaces (smooth surfaces are generally required for rooms containing a toilet, shower, bath tub and also for kitchens/pantries).

Repair as needed or if necessary, coordinate with the Planner to make needed repairs.

i. Check to assure adequate levels of propane in the dining hall. If low, order more to be delivered and inform the Planner.

j. Move bunk beds, as needed, and install docks.

k. Coordinate with the Water Department to have the water turned on and check for any leaks. If leaks are detected Manager shall notify the Planner and work with the Water Department to isolate the leak. Manager will coordinate with Planner to make needed repairs.

l. Arrange for sand to be delivered and spread at the Day Beach and Boys Beach in coordination with the Planner.

m. Confirm that dumpsters and recycling bins are in place and arrange for trash and recycling pick-up to commence.

4. “On-call” service during open season (roughly April 1 through October 31) and shall provide a contact phone number that can be reached during those times.

5. During open season the Manager shall:

a. Perform necessary minor maintenance of camp buildings; including but not limited to painting, light carpentry and maintenance of windows, screens and doors and lighting fixtures; grounds and beaches to meet campground code requirements, except as such services may be required under the terms of any lease or license issued to a particular user of the facilities. Provide oversight of contractual work being performed at the property such as carpentry, roof repairs, and other building maintenance. The Manager shall inform the Planner if they subcontract any of the work outlined in this Scope of Work.

b. Keep all indoor areas clean and free of dirt, mold, and mildew.

c. Maintain all structures so that they are weather tight (roofs, doors, windows, etc.).

d. Keep indoor showers and bathrooms clean (with an adequate supply of hand soap and toilet paper). The Manager shall ensure the camp lessee has cleaned the bath house at the end of the camp day and at the end of the camp week.

e. Check all windows weekly to assure that all buildings have intact screens and those with glass have intact glass.

f. Open the gate for approved users at scheduled times and show the facilities to potential Licensees. The Manager shall assist users by providing information about the conditions of the grounds, buildings, and the Rules and Regulations for the property and shall provide emergency contact information.

g. Open the gate for utility and facility repair companies including emergency repairs.

h. Inspect, and document on Inspection Form/Log, the property several times during the week and occasionally during Saturday and Sunday at varying times, including at least once during the evening.

i. Make sure that all unused buildings are locked and keep the entrance gate closed and locked at all times when the facilities are not in use.

j. Inspect the EBC for any vandalism, unauthorized uses, and unauthorized off-road vehicles/boats, including all-terrain vehicles and motorcycles. Any vandalism found shall be reported to the Planner and to Westford Police and included on Inspection Form./Log.

k. Be available (in person or by phone) to respond to issues of concern from the Licensees or the Police or Fire Departments.

l. Respond immediately to emergency requests such as problems with utilities or appliances. If the problem is one the Manager cannot address, they shall immediately contact the Planner to report the problem, including sending emergency request documentation via email.

m. Report to the Planner via email any non-emergency maintenance problems or needs they may observe during their inspections or that are reported to them by Licensees or others.

n. When the water meter is moved inside the bathhouse, the Manager shall check the water meter once per week to assure there are no leaks in the water system. The Manager shall look for ponding or other evidence of water leaks on the ground. If water leak is suspected the Manager shall immediately notify the Planner and Water Department.

o. Check dumpsters and recycling bins at all locations to ensure that they are not overflowing and that the Town’s trash/recycling service providers have emptied the dumpsters, totes or bins at least once a week or as determined necessary by the Manager and Planner. Smaller trash receptacles (both interior and exterior) shall be emptied regularly and new bags inserted.

p. Ensure that all egresses in accessible building areas are kept unobstructed, safe and operable.

q. Ensure weekly that each building's exterior identification is kept present and clearly visible.

r. Inspect, and document on Inspection Form/Log, that areas are free from all rodents, skunks, cockroaches and insect infestation. If such infestation is observed, the Manager shall immediately notify the Planner and take corrective action.

6. At times the Manager may work with scout groups as part of their community service for a reduced license fee. The Manager shall make sure volunteers have signed the Town’s Liability Waiver form prior to starting their volunteer work.

7. During months that swimming may take place, the Manager shall check that swimming areas are clean, safe and that piers/floats/docks, etc. are in good repair. If minor repairs are needed, the Manager shall immediately make the repair. If the repair is significant and will require expenses over one hundred dollars ($100.00) the Manager shall first notify the Planner prior to making the repair.

8. Purchases for maintenance supplies will be made using sound business practices at local stores running accounts for the Conservation Commission. Any materials or repairs over two hundred dollars ($200.00) shall be reviewed with and approved by the Planner prior to the repair.

9. At the beginning and end of the season, the Manager shall remove pine needles and leaves from the roofs of all buildings on an as needed basis.

10. The Manager shall report to the Planner knowledge of dead or dangerous trees that may impact buildings, grounds and trails. The Manager may be tasked by the Planner or Conservation Commission with the removal of small trees or asked to coordinate their removal with a professional landscape company. Any and all tree removal shall only be done if allowed by the terms of the Conservation Restriction held by the CR Grantee.

11. The Manager shall maintain grassy areas with regular mowing to allow for tenants use and shall weed and maintain the planting beds around the bathhouse. The Manager is expected to provide their own mower and suitable safety equipment.

12. Before the close of the season, the Manager shall coordinate with the Water Department to have the water lines, drained and blown-out, and shut off the water to all buildings.

13. Before the close of the season, the Manager shall arrange for the septic tanks and grease traps to be inspected and pumped in coordination with the Planner.

14. The Manager shall ensure that all buildings are secured for the fall and winter seasons with windows and doors shuttered and/or locked and secured against unauthorized entry. All refrigerators must be cleaned, unplugged and left open.

15. At the close of the season the Manager shall meet on site with the Planner to review the past season (no later than the end of November).

16. The Manager must be knowledgeable of the contents of the Conservation Restriction and the Conservation Commission’s Rules and Regulations in place on the property. The Manager shall contact the Westford Police for assistance in termination of prohibited activities in violation Rules and Regulations established for the property that they may observe. The Manager shall submit a report to the Planner and Conservation Commission Chair of any such activities reported to the police.

17. The Manager must be experienced with using a chain saw and have their own saw and suitable safety equipment.

18. The Manager should be able to lift up to 50 pounds occasionally and frequently lift 25 pounds.

19. The Manager should be able to carry up to 25 pounds occasionally and 10 pounds frequently.

20. Other physical consideration for the Manager includes the ability to sit, stand, twist, bend, squat, kneel and crouch.

21. The Manager shall have sufficient workers to perform the work outlined in this Scope of Work.

22. The Manager shall maintain and submit written reports once every two weeks to the Planner and Conservation Commission Chair starting in April and ending in October that include that period’s activity, hours worked, use of volunteers, accidents, violations of the Town of Westford’s Rules and Regulations and any violations of the Conservation Restriction.

23. As an option, based on available funding, the Manager may be asked to perform regular inspections (once every two weeks) of the EBC Facilities during the off-season (November 1

– March 31) and provide written reports documenting the condition of the property and buildings.

Performance:

Work not completed in a satisfactory manner will be redone by the Contractor at no additional cost.

Damages:

In the event of an accident the Contractor shall immediately contact the Planner and Conservation Commission Chair to secure a report for insurance purposes and shall provide a full accounting of all details of the accident. The Contractor shall furnish the Town and all interested parties’ copies of all reports. The Contractor shall cooperate fully with any investigation of an accident which occurs on town property.

Driver’s License/Background Check:

Before commencing work, the Contractor shall provide a copy of valid driver’s license for each employee operating equipment in the town. All workers providing services under this Contract must pass a background check performed by the town prior to commencing work for the town.

Billing/Invoicing:

Contractor will be compensated on a monthly basis after submitting invoices for Planner’s approval. Any additional expenses must be submitted for Planner’s approval. All approved associated expenses shall be paid by the Town unless otherwise specified.

Estimated Contract Value:

The Town’s prior vendor provided facility management services at this location over the last three years of approximately $50,000 per year.

Questions/Inquiries:

All questions or inquiries related to this bid must be submitted by Wednesday, March 11, 2026 @ 3:00 PM via email to tmaa@westfordma.gov. The town shall issue a bid addendum for any responses to questions issued to interested bidders.

Bid Deadline:

All bids must to submitted in writing to the Town Manager’s Office, 55 Main Street, Westford, MA 01886, by 1:00 PM on March 19, 2026. Bids received after the time for opening of the bids will be returned to the bidder, unopened.

Withdrawal of Bids:

A bidder will be permitted to withdraw his or her bid unopened after it has been submitted if the owner receives a request for withdrawal in writing prior to the time specified for opening the bids.

Disqualification of Bidders:

Any or all of the following reasons may be deemed by owner in its sole discretion as being sufficient for the disqualification of a bidder and the rejection of his bid:

• More than one bid for the same work from an individual, firm, or corporation under the same or different name;

• Evidence of collusion among bidders;

• Failure to submit all required information requested in the bid specifications;

• Contractor lacks relevant experience;

• Lack of competency or of adequate machinery, plant or other equipment, as revealed by the statement of bidders’ qualification or otherwise;

• Uncompleted work which, in the judgment of the owner, might hinder or prevent the prompt completion of additional work if awarded;

mailto:tmaa@westfordma.gov

• Failure to pay, or satisfactorily settle, all bills due for labor and materials on former contracts;

• Default or unsatisfactory performance on previous contracts; or

• Such disqualification would be in the best interests of the owner.

Rejection of Bids The town reserves the right to cancel invitations for bids or requests for proposals without penalty when it is in the best interest of the town. Notice of cancellation shall be sent to all individuals or entities solicited. The town reserves the right to reject any or all bids, to waive any minor informality or irregularity in any bid, to negotiate changes and/or modifications with the lowest responsible bidder and to make award to the response deemed to be the most advantageous to the town. Bidders shall be required to comply with all applicable federal, state and local laws, including those relating to employment of labor without discrimination on the basis of age, race, color handicap, sex, national origin or religious creed. Any bid not conforming to the specifications or requirements set forth by the town in the bid request may be rejected. Bids may be rejected if they are made by a bidder that is deemed un-responsible due to a lack of qualifications, capacity, skill, character, experience, reliability, financial stability or quality of services, supplies, materials, equipment or labor.

Equipment:

The Manager must provide their own vehicle and provide proof of ownership, registration, and insurance. The Manager must provide their own hand tools and mowing equipment.

Rule for Award:

The contract shall be awarded to a qualified and responsible vendor offering the requested service at the lowest price.

Independent Contractor:

The Contractor acknowledges and agrees that it is acting as an independent contractor for all work and services rendered pursuant to the contract and shall not be considered an employee or agent of the Town for any purpose.

Indemnification:

The Contractor shall indemnify, defend, and hold the Town harmless from and against any and all claims, demands, liabilities, actions, causes of actions, costs and expenses, including attorney’s fees, arising out of the Contractor's breach of the contract or the negligence or misconduct of the Contractor, or the Contractor's agents or employees.

Insurance Requirements:

Insurance shall be in such form as will protect the Contractor from all claims and liabilities for damages for bodily injury, including accidental death, and for property damage, which may arise from operations under this contract whether such operation by himself or by anyone directly or indirectly employed by him/her.

General Liability of at least $1,000,000.00 Bodily Injury and Property Damage Liability, Combined Single Limit with a $3,000,000.00 Annual Aggregate Limit. The Town should be named as an "Additional Insured".

Automobile Liability of at least $1,000,000.00 Bodily Injury and Property Damage per accident. The Town should be named as an "Additional Insured".

Workers' Compensation Insurance as required by law.

Umbrella Liability of at least $2,000,000.00/occurrence, $2,000,000.00/aggregate. The Town should be named as an Additional Insured.

Coverage requirements can be met with excess policies.

Additionally, the Contractor shall purchase and maintain the following types of insurance:

a. Full Workers Comprehensive Insurance coverage for all people employed by the Contractor to perform work during this contract. This insurance shall at a minimum meet the requirements of the most current laws of the Commonwealth of Massachusetts.

b. Contractual Liability Insurance coverage in the amounts specified above under Comprehensive General Liability.

c. Product and Completed Operations coverage to be included in the amounts specified above under Comprehensive General Liability.

All liability policies (including any excess policies used to meet coverage requirements) shall include the town of Westford, Massachusetts as named Additional Insureds.

The contractor's insurance shall be primary in the event of a loss.

The Additional Insured endorsement must include language specifically stating that the entity is to be covered for all activities performed by, or on behalf of, the contractor, including the town of Westford’s general supervision of the contractor.

Town of Westford shall be listed as a Certificate Holder. The town shall be identified as follows:

Town of Westford 55 Main Street

Westford, MA 01886

East Boston Camps Facilities Management Services

You must COMPLETE and SIGN the following certifications. You must also print, at the bottom of this page, the name of the contractor for whom these certifications are submitted.

TAX COMPLIANCE

Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A(b), I, the undersigned, authorized signatory for the below named contractor, do hereby certify under the pains and penalties of perjury that said contractor has complied with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

NON-COLLUSION

The undersigned certifies under the penalties of perjury that this bid or response (as applicable) 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.

NON-DEBARMENT

The undersigned certifies under penalty of perjury that the below named contractor is not presently debarred from doing public construction work in the commonwealth under the provisions of section twenty-nine F of chapter twenty-nine, section 44C of chapter 149, or any other applicable debarment provisions of any other chapter of the General Laws or any rule or regulation promulgated thereunder.

COMPLETE AND SIGN BELOW:

Authorized Person’s Signature Date

Print Name & Title of Signatory

Name of Contractor

CERTIFICATIONS REQUIRED BY STATE LAW

CERTIFICATE OF CORPORATE AUTHORITY

At a duly authorized meeting of the Board of Directors of ________________________ (Name of Corporation) held on _________________ it was VOTED that:

(Date)

(Name) (Title) of this corporation, be and he/she hereby is authorized to submit bids and proposals, execute contracts, deeds and bonds in the name and on behalf of said corporation, and affix its corporate seal thereto; and such execution of any contract, deed or obligation in this corporation's name on its behalf by such _________________________ under seal of the company, shall be valid and binding upon this corporation.

A True Copy, ATTEST: _____________________________________

TITLE: _______________________________________

PLACE OF BUSINESS: _________________________

DATE OF THIS CERTIFICATE: __________________

I hereby certify that I am the clerk of the _____________________________ (Corporation) that _________________________ is the duly elected ________________________ of (Name) (Title) said corporation, and that the above vote has not been amended or rescinded and remains in full force and effect as of the date of this Certification.

(Clerk)

CORPORATE SEAL:

241362/kope/0003

, MASSACHUSETTS

LLC Certificate of Incumbency and Authority

, LLC

I, , do hereby certify that:

1. I am the duly elected and acting of LLC, a limited liability company organized and existing in good standing under the laws of the State of (the “Company”).

2. Attached hereto as Exhibit A is a true and correct copy of resolutions which were duly adopted by the members of the Company on , 20 .

3. The attached resolutions have not been amended, rescinded or modified and are in full forces and effect on the date hereof in the form originally adopted, and are in conformity with the Articles of Organization and Operating Agreement of the Company.

4. Attached hereto as Exhibit B is a true and correct copy of the Articles of Organization dated

, 20___ and the Operating Agreement dated , 20___.

5. The attached Articles of Organization and Operating Agreement have not been amended, rescinded, or modified and are in full forces and effect on the date hereof.

6. The following person are the Authorized Officers of the Company in the capacities indicated, and the signatures set forth after their names and titles are their true and genuine signatures.

Name Office Signature

Witness, my signature and the seal of the Company this day of , 20__.

Name:

Title:

844378/90002/0047

Bidder Information

A. Contract Agreement

The undersigned proposes to furnish all labor and materials as is required for this contract in accordance with the accompanying specifications, requirements, terms and conditions contained herein for the contract price specified.

Signature: _______________________________________________________

Name (Printed): __________________________________________________

Title: _____________________________ Date: _______________________

B. References and Qualifications

1. Do you have at least five (5) years of demonstrated experience performing similar services?

________ Yes ________ No

2. Can you respond to service calls within two (2) hours?

________ Yes ________ No

3. Do you have the vehicles and licensed personnel capable of performing the requested services within the required response time?

________ Yes ________ No

4. In what city or town is your primary place of business located and may we visit your facilities?

_______________________________ ________Yes ______No

7. Have you or your firm ever been terminated on an awarded contract, or have you ever otherwise failed to complete any work awarded? ________ Yes ________ No

If “yes,” attach a description of the circumstances on a separate sheet.

8. Please list the names of three references that you have provided similar services to within the last three (3) years.

Municipality/Company: _________________________________________________________

Contact Name: _________________________________ Phone: _________________________

Address: ______________________________________________________________________

Contract Term (e.g. 2001-2004): ___________________ Total Value: ____________________

Municipality/Company:__________________________________________________________

Contact Name: ____________________________________ Phone: ______________________

Contract Term (e.g. 2005-2008): ___________________ Total Value: ____________________

Municipality/Company:__________________________________________________________

Contact Name: ____________________________________ Phone: ______________________

Contract Term (e.g. 2005-2008): ___________________ Total Value: ____________________

C. Acknowledgement of Addenda (if applicable)

For each addendum received, write “received” initial next to the number to verify contents were incorporated into this bid submission.

Addendum #1 ______________________

Addendum #2 ______________________

Addendum #3 ______________________

PRICE PROPOSAL FORM

The price proposal form must be completed. The bid price for each item on the form shall be stated in numerical figures. Pricing listed below shall include all expenses related to providing consulting services to the town (travel expenses, printing services, attendance/participation at meetings, subcontractors, etc.)

TASK DESCRIPTION UNIT BID PRICE

(Words)

BID PRICE

(Number)

Facilities Management Services at East Boston Camps, Stony Brook Conservation Land (April 1 – October 31)

Annual Lump Sum

Twice monthly, off-season property and building inspections (November 1 – March 31)

Per visit $

Signature of individual submitting bid or proposal

Printed Name of individual submitting bid or proposal Business Phone Number

TOWN OF WESTFORD, MASSACHUSETTS

SAMPLE AGREEMENT

THIS AGREEMENT made this ____ day of __________, 20__ by and between the TOWN OF WESTFORD, a municipal corporation duly organized under the laws of Massachusetts and having a usual place of business at 55 Main Street, Westford, MA 01886, hereinafter referred to as the “TOWN”, and ___________________________,[a _____________ corporation] having a usual place of business at ___________________________, hereinafter referred to as the

“CONTRACTOR”.

WITNESSETH:

WHEREAS, the TOWN invited the submission of proposals for the purchase and delivery of facility management services at East Boston Camps, Stony Brook Conservation Area, hereinafter “the Project”; and

WHEREAS, the CONTRACTOR submitted a proposal to perform the work required to complete the Project; and

WHEREAS, the TOWN has decided to award the contract therefor to the CONTRACTOR.

NOW, THEREFORE, the TOWN and the CONTRACTOR agree as follows:

1. CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement, the Invitation to Bid, Instructions to Bidders, and the CONTRACTOR’s Proposal. The Contract Documents constitute the entire Agreement between the parties concerning the work, and all are as fully a part of this Agreement as if attached hereto. If there is any inconsistency between any of the Contract Documents, the terms most favorable to the Town shall govern.

2. THE WORK. The Work consists of providing the services required of the Project, as more fully described in the Contract Documents.

3. TERM OF CONTRACT. This Agreement shall be in effect from ___________and shall expire on _________________, unless terminated earlier pursuant to the terms hereof.

4. COMPENSATION.

A. The TOWN shall pay the CONTRACTOR as full compensation for performance of the Work outlined in Section 2 above in accordance with the submitted annual proposal cost of

B. The acceptance by the CONTRACTOR of final payment for performance of the Work provided herein shall be deemed a release of the TOWN from any and all claims and liabilities under this Agreement.

C. Neither the TOWN’s review, approval or acceptance of, nor payment for performance of any of the Work provided herein shall be construed to operate as a waiver of any rights of the TOWN under the Agreement or any cause of action arising out of the performance of this Agreement.

D. The TOWN shall cancel this Agreement if funds are not appropriated or otherwise made available to support continuation of performance of the Work in any fiscal year succeeding the current fiscal year as required by G.L. c. 30B, sec. 12(c)(3).

5. PAYMENT OF COMPENSATION. The TOWN shall make payments within thirty (30) days after its receipt of a complete and satisfactory written Invoice.

6. LIABILITY OF THE TOWN. The TOWN’s liability hereunder shall be to make all payments when they shall become due, and the TOWN shall be under no further obligation or liability. Nothing in this Agreement shall be construed to render the TOWN or any elected or appointed official or employee of the TOWN, or their successors in office, personally liable for any obligation under this Agreement.

7. INDEPENDENT CONTRACTOR. The CONTRACTOR acknowledges and agrees that it is acting as an independent contractor for all Work and services rendered pursuant to this Agreement, and shall not be considered an employee or agent of the TOWN for any purpose.

8. INDEMNIFICATION. The CONTRACTOR shall indemnify, defend, and hold the TOWN harmless from and against any and all claims, demands, liabilities, actions, causes of actions, costs and expenses, including attorney’s fees, arising out of the CONTRACTOR's breach of this Agreement or the negligence or misconduct of the CONTRACTOR, or the CONTRACTOR's agents or employees. This obligation shall survive the termination or expiration of this Agreement.

9. INSURANCE.

A. The CONTRACTOR shall obtain and maintain during the term of this Agreement the insurance coverage in companies licensed to do business in the Commonwealth of Massachusetts, and acceptable to the TOWN, as set forth below:

General Liability with liability coverage for personal injury, bodily injury and property damage including Products and Completed Operations with limits not less than $1,000,000 per occurrence and $3,000,000 aggregate. Such insurance shall be written on an occurrence basis. This policy shall provide coverage on a primary and non-contributory basis and should name the Municipality as an "Additional Insured".

Automobile Liability with limits of not less than $1,000,000 covering all owned, non-owned, hired, rented or leased vehicles. The Municipality shall be named as an "Additional Insured".

Workers' Compensation and Employers' Liability Insurance including (i) Workers' Compensation Insurance providing statutory coverage as required by the Commonwealth of Massachusetts, and (ii) Employers' Liability Insurance coverage with limits of not less than $500,000 per accident. Each contractor, subcontractor, and consultant performing work on or about the Premises shall have similar policies covering their employees.

Umbrella Liability of at least $2,000,000 per occurrence with a $2,000,000 Annual Aggregate. The Municipality shall be named as an “Additional Insured”.

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

10. ASSIGNMENT. The CONTRACTOR shall not assign, sublet or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the TOWN, and shall not assign any of the moneys payable under this Agreement, except by and with the written consent of the TOWN.

11. TERMINATION.

A. Termination for Cause. If at any time during the term of this Agreement the TOWN determines that the CONTRACTOR has breached the terms of this Agreement by negligently or incompetently performing the Work, or any part thereof, or by failing to perform the Work in a timely fashion, or by failing to perform the Work to the satisfaction of the TOWN, or by not complying with the direction of the TOWN or its agents, or by otherwise failing to perform this Agreement in accordance with all of its terms and provisions, the TOWN shall notify the CONTRACTOR in writing stating therein the nature of the alleged breach and directing the CONTRACTOR to cure such breach within ten (10) days. The CONTRACTOR specifically agrees that it shall indemnify and hold the TOWN harmless from any loss, damage, cost, charge, expense or claim arising out of or resulting from such breach regardless of its knowledge or authorization of the actions resulting in the breach. If the CONTRACTOR fails to cure said breach within ten (10) days, the TOWN may, at its election at any time after the expiration of said ten (10) days, terminate this Agreement by giving written notice thereof to the CONTRACTOR specifying the effective date of the termination. Upon receipt of said notice, the CONTRACTOR shall cease to incur additional expenses in connection with this Agreement. Upon the date specified in said notice, this Agreement shall terminate. Such termination shall not prejudice or waive any rights or action which the TOWN may have against the CONTRACTOR up to the date of such termination, and the CONTRACTOR shall be liable to the TOWN for any amount which it may be required to pay in excess of the compensation provided herein in order to complete the work specified herein in a timely manner. Upon such termination, the CONTRACTOR shall be entitled to compensation for all satisfactory Work completed prior to the termination date, as determined by the TOWN.

B. Termination for Convenience. The TOWN may terminate this Agreement at any time for convenience by providing the CONTRACTOR written notice specifying therein the termination date which shall not be sooner than ten (10) days from the issuance of said notice. Upon receipt of said notice, the CONTRACTOR shall cease to incur additional expenses in connection with this Agreement. Upon such termination, the CONTRACTOR shall be entitled to compensation for all satisfactory Work completed prior to the termination date, as determined by the TOWN, such payment not to exceed the fair value of the services provided hereunder.

12. INSPECTION AND REPORTS. The TOWN shall have the right at any time to inspect the Work of the CONTRACTOR, including the right to enter upon any property owned or occupied by CONTRACTOR, whether situated within or beyond the limits of the TOWN.

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

13. SUCCESSOR AND ASSIGNS. This Agreement is binding upon the parties hereto, their successors, assigns and legal representatives. Neither the TOWN nor the CONTRACTOR shall assign or transfer any interest in the Agreement without the written consent of the other.

14. COMPLIANCE WITH LAWS. The CONTRACTOR shall comply with all Federal, State and local laws, rules, regulations and orders applicable to the Work provided pursuant to this Agreement, such provisions being incorporated herein by reference, and shall be responsible for obtaining all necessary licenses, permits, and approvals required for the performance of such Work.

15. NOTICE. Any and all notices, or other communications required or permitted under this Agreement, 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 Page 1 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.

16. SEVERABILITY. If any term or condition of this Agreement 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 Agreement shall not be deemed affected thereby unless one or both parties would be substantially or materially prejudiced.

17. GOVERNING LAW. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts and the CONTRACTOR submits to the jurisdiction of any of its appropriate courts for the adjudication of disputes arising out of this Agreement.

18. ENTIRE AGREEMENT. This Agreement, 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 a written document executed by the parties hereto.

19. ELECTRONIC SIGNATURES. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement, if any, are intended to authenticate this writing and to have the same force and effect as manual signatures. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. Without limiting the generality of the foregoing, delivery of an executed counterpart’s signature page of this Agreement, by facsimile, electronic mail in portable document format (.pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, has the same effect as delivery of an executed original of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

I certify that an appropriation TOWN OF WESTFORD is available in the amount of this

Contract. By its Town Manager

Town Accountant (Signature)

CONTRACTOR

(Signature)

(Name and Title)