CITY OF SALEM

INVITATION FOR BIDS

#27-18-SPS

On Call Repair & Preventative Maintenance Plan of Kitchen Equipment

September 7, 2026

BIDS DUE:

Tuesday, September 29, 2026 at 11AM

Late Bids Will Be Rejected

DELIVER COMPLETED SUBMISSIONS TO:

City of Salem, MA Purchasing Department

93 Washington Street, 2nd Floor Phone: (978) 619-5696

COVER SHEET

CONTACT INFORMATION:

Name of Bidder:

Contact Individual:

Address:

Phone:

Alternate Phone:

Email Address: Social Security/Federal Tax Identification Number:

Authorized Signature:_______________________________________

BIDDER’S CHECKLIST:

❒ Completed Cover Sheet (this sheet) ❒ Bid Form ❒ Required Certifications Form (2 pages) ❒ Statement of Qualifications ❒ Acknowledgement of Addenda: __________ (if applicable)

BID FORM

The undersigned agrees to perform work specified in this Invitation for the following prices of:

Item Price in

Figures Estimated Quantity

Subtotal

Labor Rate

/hr

50hrs $

Markup from MSRP

$50,000 $

Grand Total in figures $

Grand total in words

Quantities are estimates for bidding purposes only.

Should there be discrepancy in price between the amounts listed in figures and words above, then the amount in words shall prevail.

Bid Price must remain firm for the length of the contract.

By:

AUTHORIZED SIGNATURE

PRINT/TYPE NAME

TYPE/PRINT TITLE

DATE

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. 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.

5. 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.

(Signature of authorized individual submitting proposal)

(Printed Name)

(Name of Bidder (if different than name))

(Federal Tax Identification or Social Security Number)

(Date)

REFERENCES

The Bidder is required to state below, work he/she has done of a character similar to that of the work included in the proposed contract and to give references that will enable the Owner to judge his/her experience and skills to successfully undertake this project.

(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, the Awarding Authority, on behalf of the Salem Public Schools, invites sealed bids for the on call repair as well as preventative maintenance of kitchen equipment located at the various public schools throughout the City, in accordance with the enclosed bid and Contract Documents supplied by the City of Salem, Massachusetts.

The resulting contract will be from the date of award through September 30, 2027. The City of Salem reserves the right, at its sole discretion, to extend the contract in one-year increments through September 30, 2028.

1.2 APPLICABLE LAW

This procurement will be conducted pursuant to Massachusetts General Laws Chapter 30B.

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 time for award may be extended by mutual agreement between the City and apparent low bidder.

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

https://www.salem.com/bids

PART 2. INSTRUCTIONS TO 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.

2.1.1 BID PRICING FORM

Every bid must include a completed Bid Pricing Form. (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 Form’ 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 STATEMENT OF QUALIFICATIONS

Every bid must include a statement of work he/she has done of a character similar to that of the work included in the proposed contract and to give references that will enable the Owner to judge his/her experience and skills to successfully undertake this project.

2.1.6 PAYMENT BOND

Not applicable.

2.1.8 PERFORMANCE BOND

Not Applicable.

2.1.9 PREVAILING WAGE

Not applicable.

2.1.10 DEBARMENT

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

2.1.11 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 Form” attached.

2.2 MANDATORY PRE BID WALK THROUGH

A mandatory pre bid walk through will be conducted on September 15, 2026 at 9:00 a.m., starting at Salem High School (77 Willson Street).

2.3 BID DELIVERY

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

2.3.1 DUE DATE, TIME & ADDRESS

Bids shall be received on or before 11:00 AM on September 29, 2026, where they will be opened and recorded.

2.3.2 COPIES

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

2.3.3 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.

2.4 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.

2.5 QUESTIONS, CHANGES, MODIFICATIONS AND WITHDRAWALS

2.5.1 QUESTIONS

Questions concerning this Invitation for Bids must be submitted in writing to Anthony P.

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.

2.5.2 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.

2.5.3 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.

2.6 UNFORESEEN OFFICE CLOSURES

If, at the time of the scheduled bid opening City Hall 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.

mailto:adelaney@salem.com

2.7 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.

PART 3. SPECIFICATIONS & SELECTION

3.1 SCOPE OF WORK

3.1.1 FACILITIES

Schools subject to this contract are listed below. Building hours are 6am to 10pm, Monday through Friday; these times are subject to change.

● Salem High School, 77 Willson Street

● New Liberty Innovation School & Salem Prep High School, 10 Skerry Street

● Collins Middle School, 29 Highland Avenue

● Bates Elementary School, 53 Liberty Hill Avenue

● Bentley Academy Innovation School & Early Childhood Center, 25 Memorial

Drive

● Horace Mann Laboratory School, 79 Willson Street

● Sarah Parker Remond School, 211 Lafayette Street

● Witchcraft Heights Elementary School, 1 Frederick Street

3.1.2 PREVENTATIVE MAINTENANCE PLAN

Contractor shall perform an annual walkthrough of all school kitchen facilities in coordination with the School Director of Food and Nutrition Services or designee. As part of the initial and subsequent walkthroughs, the company will visit each school and perform an audit on all equipment to gather up to date information (including make, model, serial, voltage, wattage, phase, gas and refrigerant type, etc.). The walkthrough and audit will be used to inform the preventative maintenance (“PM”) schedule and may be modified at any time as the Schools acquire new and dispose of old equipment or as the operational needs of the Schools change. A list and a schedule must be generated for each piece of equipment outlining specific safety and operational checkpoints, life expectancies, and priorities.

The list will used specifically for each piece of equipment in the PM program during routine visits. Upon completion of the audit, Contractor shall furnish a report that includes:

● Service histories

● Activity reports

● Detailed financials

● Age of equipment

● Recommended repair/replacement options

Plans shall include tagging equipment, identifying the life of the equipment, and providing budgetary recommendations regarding disposal of equipment versus repair cost.

3.1.3 PREVENTATIVE MAINTENANCE SERVICE AND REPAIRS

Contractor shall furnish all labor, tools, and equipment necessary for the complete and satisfactory performance of preventative maintenance and repair. Where appropriate, contractor technicians shall make recommendations for repair vs. replace.

When requested, Contractor shall provide a written estimate prior to commencement of work

Work will be requested by the School Director of Food and Nutrition Services, School Facility Director, or their designees. In response to repair calls, the tech will fix on-site promptly. Service time response is expected to be under 6 hours.

3.1.4 ALLOWABLE CHARGES

Hourly labor rate shall include diagnostics, emergency repair, and the generation of the preventative maintenance plan. No additional fees will be accepted for mileage or for visits that only result in a quote.

3.1.5 EXCLUSIONS

Work under this contract shall not include any service that falls under MGL Chapter 149, including but not limited to: plumbing, electrical, HVAC, carpentry, masonry, or general contracting.

3.2 MINIMUM REQUIREMENTS

3.2.1 Contractor must furnish at least three (3) references with its bid.

3.2.2 Contractor must have at least five (5) years of experience in the field of kitchen equipment service and repair.

3.3 RULE FOR AWARD

One contract shall be awarded to the responsible and eligible bidder with the lowest price.

PART 4. TERMS & CONDITIONS

4.1 TERM OF CONTRACT

The performance period for any contract that results from this Invitation for Bids shall commence upon issuance of the ‘Notice to Proceed.’

4.2 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.

4.3 PAYMENT

The City shall make every effort to furnish payment within thirty (30) days of receipt of a reasonably detailed invoice. Any invoice received must reference the contract number.

Nothing contained in the contract shall create any contractual relation between any subcontractor and the City of Salem. The Successful Bidder shall cause appropriate provision to be inserted in all subcontracts relative to the work to require compliance by each subcontractor with the application provisions of the Contract for the improvements embraced in the site preparation.

4.4 INSURANCE REQUIREMENTS

See attached contract for all requirements relative to insurance.

4.5 CHANGE ORDERS AND ADJUSTMENTS

Any request for a change order or adjustment must be submitted in writing 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 as well as completion of the City of Salem Change Order Form.

4.6 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.

4.7 FEDERAL AND STATE LAW

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

4.8 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.

4.9 SAMPLE CONTRACT

See ‘Sample Contract’ attached.

CONTRACT NO. 27-18-SPS

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 ($2,000,000.00) 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.

All required insurance must be endorsed to name the CITY as Additional Insured. The General Liability insurance shall 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:

Dominick Pangallo, Authorized Signature Mayor

____________________________ Print Name Anthony P. Delaney, Chief Procurement Officer Print Title Approved as to form:

____________________________ Company James Wellock, Esq., City Solicitor Status (Corporate/Non- Corporate) Approved as Contract Manager:

____________________________ Taxpayer Identification Number Thomas Welch, Superintendent I certify that funds have been encumbered in the amount of : $

Date

James LeBlanc, 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: