TOWN OF WESTFORD, MASSACHUSETTS

INVITATION FOR BIDS #27-06

FOR

30 Beacon Street- Roof Replacement

Release Date:

Wednesday, August 19, 2026

Mandatory Pre-Bid Meeting

Tuesday August 25, 2026, at 11:00 AM

Deadline for Questions:

Thursday, August 27, 2026, at 4:00 PM

Bid Deadline:

Wednesday, September 2nd, 2026, at 10:00 AM

Town of Westford Facilities Department

23 Depot Street Westford, MA 01886

TABLE OF CONTENTS

Section Number

Bidding and Contract Requirements

1. Invitation to Bid 00020 Instructions to Bidders 00100 Specifications 00200 Form of General Bid 00300 Required Certification 00400 Agreement 00500 Payment Bond 00610

Attachment A – Prevailing Wage Rates

SECTION 00020

INVITATION FOR BIDS

The Town of Westford is seeking sealed bids for the Roof Replacement project at 30 Beacon Street in Westford, MA.

Specifications and bid forms may be obtained at westfordma.gov/Bids.aspx on or after 8:00 AM on August 19, 2026. There will be a mandatory site visit on Tuesday, August 25 at 11:00 am at 30 Beacon Street in Westford, MA 01886. Any bid received without participation in the site visit will be rejected.

Sealed Bids shall be addressed to the Facilities Department, 23 R Depot Street, Westford, MA 01886 and marked “30 Beacon Street- Roof Replacement”. Bids will be accepted at The Facilities Department at 23 R Depot St., Westford, MA until 10:00 AM on September 2nd, 2026, at which time they will be opened and read aloud. Late bids will not be accepted. Emailed or faxed bids will not be accepted. Each Bid must be accompanied by a 100% payment bond consisting of a BID BOND or, CERTIFIED CHECK issued by a responsible bank or trust company if the contract is over $25,000 and a 5% bid deposit in the form of a BID BOND or, CERTIFIED CHECK, bid bond, or a treasurer’s or cashier’s check payable to the Owner if the value of the bid is over $50,000. All bids must be submitted on the bid form supplied. All forms must be either typewritten or written in ink.

All bids for this project are subject to applicable public bidding laws of Massachusetts, including General Law Chapter c.149. 149, § §44A through 44H, as amended and Chapter 30, Section 39M, as amended. Attention is directed to the minimum wage rates to be paid as determined by the Commissioner of Labor and Workforce Development and the weekly payroll record submittal requirements under the provisions of Massachusetts General Laws, Chapter 149, Section 26 through 27D inclusive.

Selection of the contractor will be based upon bidder qualifications, including evidence of past performance in similar projects, and bid price. The contract will be awarded to the bidder deemed by the awarding authority to be the lowest responsible and eligible bidder. The bidder agrees that its bid shall be good and may not be withdrawn for a period of 30 days, Saturdays, Sundays and legal holidays excluded, after the opening of the bids.

The Town reserves the right to waive any informalities, to accept or reject, in whole or in part any or all bids, or take whatever other action may be deemed to be in the best interest of the Town.

The Town of Westford By: Jeff Goodwin, Director of Facilities https://westfordma.gov/Bids.aspx

SECTION 00100

INSTRUCTIONS TO BIDDERS

1. Receipt and Opening of Bids

The Town of Westford, Massachusetts, herein called the Owner, acting by and through its Select Board, will receive sealed bids for the Roof Replacement at 30 Beacon Street in Westford, MA.

General bids shall be addressed to the Facilities Department, 23 R Depot Street, Westford, MA 01886. All sealed bids must be plainly marked on both the outside of the mailing envelope as well as the sealed bid envelope with " 30 Beacon Street- Roof Replacement”. All bids will be received at the Facilities Department at, 23 R Depot St., Westford, MA at 10:00 AM, on Wednesday, September 2, 2026, at which time and place said bids will be publicly opened and read aloud.

Any bid may be withdrawn prior to the above scheduled time for the opening of bids or authorized postponement thereof. Any bid received after the time and date specified will not be considered. The bidder agrees that its bid shall be good and may not be withdrawn for a period of 30 days, Saturdays, Sundays, and legal holidays excluded, after the opening of bids.

2. Mandatory Site Visit

There will be a mandatory site visit on Tuesday August 25th at 11:00 am (site visit location is 30 Beacon Street in Westford, MA 01886) At which time questions and expectations will be revised and set. All questions will be answered in the form of a response attached to this proposal as an addendum to this bid. Any bid received without participation in the site visit will be rejected. The deadline for questions and additional information is Thursday August 27, 2026 at 4 PM. All questions are to be emailed to ATTN: Jeff Goodwin, Director of Facilities at jgoodwin@westfordma.gov

3. Preparation of Bid

Each bid must be submitted on the prescribed form. All blank spaces for bid prices must be filled in, in ink or typewritten, in both words and figures.

Each bid must be submitted in a sealed envelope bearing on the outside the name of the bidder, their address, and endorsed with the name of the project as specified in Receipt and Opening of Bids, above. If forwarded by mail, the sealed envelope containing the bid must be enclosed in another envelope addressed as specified in Receipt and Opening of Bids, above.

4. Bid Opening Procedure

The following list of requirements shall apply to each filed bid. Bids not meeting all the requirements for timeliness and security will be rejected; bids not meeting signature and addenda requirements will be rejected prior to checking of bid amounts.

Bids shall be filed at the place and before the time specified in Receipt and Opening of Bids, above.

Properly executed bid security shall be placed in a sealed envelope and shall be attached to the outside of the envelope containing the bid.

Bid signatures will be checked.

All bidders shall include with their bids the written acknowledgment form provided in Section

00300, FORM OF GENERAL BID.

The total dollar amount of each bid will be read, and the three apparent lowest bids will be selected for further consideration. These three apparent low bids will be read aloud for the benefit of the other bidders and the bid opening procedure will be closed. All those present at the bid opening may examine all bids after the bid opening and after the reading of the three apparent low bids.

5. Modification

Any bidder may modify their bid by written communication at any time prior to the scheduled closing time for receipt of bids. Any telegraphic communication must be received by the Owner prior to the closing time, and provided further, the Owner must be satisfied that a written confirmation of the telegraphic modification over the signature of the bidder was mailed prior to the closing time. If written confirmation is not received within two days from the closing time, no consideration will be given to telegraphic communication.

The communication shall not reveal the bid price but shall provide the addition or subtraction or other modification so that the final prices or terms will not be known by the Owner until the sealed bid is opened.

6. Ability and Experience of Bidder

No award will be given to any bidder who cannot satisfy the Owner that they have sufficient ability and experience in this class of work and sufficient capital and plant to enable them to prosecute and complete the work successfully within the time named. The Owner's decision or judgment on these matters will be final, conclusive, and binding.

The Owner may make such investigations as it deems necessary, and the bidder shall furnish to the Owner, under oath if so required, all such information and data for this purpose as the Owner may request.

7. Conditions of Work

Each bidder must familiarize themself fully with the conditions relating to the construction of the project and the employment of labor thereon. Failure to do so will not relieve a successful bidder of his obligation to furnish all material and labor necessary to carry out the provisions of his contract. Insofar as possible the Contractor, in carrying out their work, must employ such methods or means as will not cause any interruption of or interference with the work of any other Contractor.

8. 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 their 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;

• 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.

• Failure to attend the site visit.

9. Addenda and Interpretations

No interpretation of the meaning of the plans, specifications or other prebid documents will be made to any bidder orally. All information given to bidders other than by means of the plans, specifications, or by addenda, as described below, is given informally and shall not be used as the basis of a claim against the Owner.

All questions or inquiries related to this bid may be submitted until Thursday, August 27, at 4:00 PM via email to jgoodwin@westfordma.gov. The Town shall issue a bid addendum for any responses to questions issued to interested bidders. Addenda to this invitation for bids, if any, including written answers to questions, will be emailed to the parties registered to receive the bids documents at the Town of Westford’s bid opportunities website at https://westfordma.gov/Bids.aspx. Contractors submitting a bid should check their email daily for addenda and updates after the release date. Firms must print out, sign, and return addenda with their bid submission. Failure to do so may result in disqualification.

Failure of any bidder to receive any such addendum or interpretation shall not relieve such bidder from any obligation under their bid as submitted. All addenda so issued shall become part of the Contract Documents.

10. Security for Faithful Performance

Simultaneously with their delivery of the executed Contract, the Contractor shall furnish a surety bond or bonds as security for the payment of all persons performing labor and materials under this contract. The surety on such bond shall be a surety company qualified to do business under the laws of the Commonwealth and satisfactory to the Owner. The bonds shall remain in force for one year after final acceptance of the work by the Owner, unless the Owner, in writing, releases the Contractor from the obligation sooner.

mailto:jgoodwin@westfordma.gov https://westfordma.gov/Bids.aspx

11. Power of Attorney

Attorneys-in-fact who sign Contract bonds must file with each bond a certified and effectively dated copy of their power of attorney.

12. Laws and Regulations

The bidder's attention is directed to the fact that all applicable State laws, municipal ordinances or bylaws, and the rules and regulations of all authorities having jurisdiction over construction of the project shall apply to the contract throughout, and they will be deemed to be included in the Contract the same as though written out in full.

13. Liquidated Damages for Failure to Enter into Contract

The successful bidder, upon their failure or refusal to execute and deliver the Contract and bonds required within 10 days after presentation thereof by the Owner, shall forfeit to the Owner, as liquidated damages for such failure or refusal, the security deposited with their bid, but the amount forfeited shall not exceed the difference between their bid price and the bid price of the next lowest responsible and eligible bidder. In case of death, disability, bona fide clerical or mechanical error of a substantial nature, or other similar unforeseen circumstances affecting the bidder, their payment bond will be returned.

14. Obligation of Bidder

At the time of the opening of bids, each bidder will be presumed to have inspected the site and to have read and to be thoroughly familiar with the Contract Documents (including all addenda). The failure or omission of any bidder to examine any form, instrument, or document shall in no way relieve any bidder from any obligation in respect of their bid.

15. Information Not Guaranteed

All information given in the Contract Documents relating to subsurface and other conditions, natural phenomena, existing pipes, and other structures is from the best sources at present available to the Owner. All such information is furnished only for the information and convenience of bidders and is not guaranteed.

It is agreed and understood that the Owner does not warrant or guarantee that the subsurface or other conditions, natural phenomena, existing pipes, or other structures encountered during construction will be the same as those indicated in the Contract Documents. It is further agreed and understood that no bidder or Contractor shall use or be entitled to use any of the information made available to them or obtained in any examination made by them in any manner as a basis of or ground for any claim or demand against the Owner or the Architect/Engineer, arising from or by reason of any variance which may exist between the information made available and the actual subsurface or other structures actually encountered during the construction work, except as may otherwise be expressly provided for in the Contract Documents.

16. Bid Security

Each bid and sub-bid must be accompanied by a 100% payment bond in the form of a certified check, a bid bond, or a treasurer's or cashier's check, payable to the Owner, if the contract is over $25,000, and a 5% bid deposit in the form of a certified check, bid bond, or a treasurer’s or cashier’s check payable to the Owner if the value of the bid is over $50,000. Such security of general bidders will be returned to all except the three lowest responsible and eligible bidders within five days, Saturdays, Sundays, and legal holidays excluded, after the opening of bids, and the remaining securities will be returned promptly after the Owner and the accepted bidder have executed the Contract, or if no notice of intent to award has been presented to the selected contractor within 30 days, Saturdays, Sundays and holidays excluded, after the date of the opening of bids, upon demand of the bidder at any time thereafter.

17. Right to Reject Bid

The Owner reserves the right to waive any informalities in bids and to reject any and all bids, should the Owner deem it to be in the public interest to do so.

The Owner may also reject bids which in its sole judgment are either incomplete, conditional, obscure or not responsive or which contain additions not called for, erasures not properly initialed, alterations, or similar irregularities.

18. Time for Completion

The successful general bidder must agree to commence work within ten (10) days of the date of the Notice to Proceed and to fully complete the project within the time limit stated in Section

00300, FORM OF GENERAL BID.

19. Comparison of Bids

Bids will be compared on the basis of prices set forth in the bid forms. In the event that there is a discrepancy between the lump sum or unit prices written in words and figures, the prices written in words will govern.

20. Award of Contract

The Contract will be awarded to "the lowest responsible and eligible bidder" pursuant to General Laws Chapter 30, Section 39M, as amended. Such a bidder shall possess the skill, ability and integrity necessary for the faithful performance of the work, shall be able to furnish labor that can work in harmony with all other elements of labor employed, or to be employed, in the work, and shall otherwise comply with all applicable provisions of law. Contract award shall be subject to availability of an appropriation for funding.

21. Statutes Regulating Competitive Bidding

Any bid which does not comply with the provisions of Massachusetts General Law Chapter 149, § § 44A-44J, as amended, need not be accepted and the Owner may reject every such bid.

22. Wage Rates

Prevailing Wage Rates as determined by the Commissioner of Department of Labor and Workforce Development under the provision of the Massachusetts General Laws, Chapter 149, Section 26 to 27G, as amended, apply to this project. It is the responsibility of the bidder, before bid opening, to request any additional information on Prevailing Wage Rates for those tradespeople who may be employed for the proposed work under this contract.

23. Contractor Records

The Contractor shall comply with the provisions of Massachusetts General Laws, Chapter 30, Section 39R concerning Contractor records.

24. Insurance

The Contractor shall carry and continuously maintain until completion of the Contract, insurance as specified in Agreement and in such form as shall protect them performing work covered by this Contract, and the Town of Westford and its employees, agents and officials, from all claims and liability for damages for bodily injury, including accidental death, and for property damage, which may arise from operations under this Contract. The Town shall be named as an additional insured. The Contractor covenants and agrees to hold the Town and its employees, agents and officials harmless from loss or damage due to claims for bodily injury or death and/or property damage arising from, or in connection with, operations under this Contract.

25. Taxes

Bidders are advised that the Town is exempt from sales and use taxes and shall submit its bid prices without taxes. An exemption certification may be obtained by the successful bidder from the Town upon request.

SECTION 00200

SPECIFICATIONS

1. SCOPE OF SERVICES

Existing Conditions The existing rubber roof system and adjacent asphalt shingle system at 30 Beacon Street are beyond their useful life and need to be replaced.

General description of rubber roof replacement

• Set up all safety rails, flags, etc. to meet OSHA standards

• Remove and dispose of the roofing system down to the steel deck. Inspect the roof deck. Any replacement or alterations to existing steel dec will be completed via change order. The new roof system is to be installed over the existing roof deck.

• Furnish and install wood nailers as required for the installation of the new roof system, per manufacturer’s specifications to obtain a warranty.

• Furnish and install 2 layers of 2.6” Isocyanate insulation over the existing steel deck. The insulation is to be mechanically attached to the steel deck per manufacturer’s specifications to obtain a warranty.

• Furnish and install an 80 Mil White Adhered Roofing System per manufacturer’s specifications to obtain a 30-year warranty.

• Furnish and install PVC flashings for all existing roof penetrations and walls per the manufacturer’s specifications to obtain a warranty.

• Furnish and install standard color edge metal at the perimeter of the roof per manufacturer’s specifications to obtain a warranty.

• Provide the owner with a manufacturer’s 30-year Labor and Material warranty upon completion of the project for the new PVC Roofing System.

General Description for the Asphalt Roof Replacement

• Remove existing shingle roof including shingles, ice and water shield, underlayment, etc.

down to wood deck.

• Inspect existing deck for any rotted sheathing. Include pricing for 160 sf of plywood deck replacement.

• Furnish and install ice & water shield across entire roof deck.

• Furnish and install aluminum drip edge at all perimeters, existing gutter to remain.

• Furnish and install new asphalt shingle including ridge caps. Shingle color to selected by owner from manufacturer’s standard colors.

• Flash any roof penetrations and rising walls to manufacturer’s details.

• Replace any existing gutters.

• Supply manufacturers and installers warranty after work is completed.

• All project related debris will be removed from the premises and disposed of properly.

All work shall be completed in accordance with applicable provisions of M.G.L. c 149, § § 44A- 44J.

Overhead image of work area

4. EXAMINATION OF PLANS, SPECIFICATIONS AND SITE WORK

The contractor is expected to examine carefully the site of the proposed work, plans, standard specifications, supplemental specifications, special provisions and contract forms before submitting a bid. The submission of a bid shall be considered conclusive evidence that the contractor has made such examination and is satisfied as to the conditions to be encountered in performing the work and as to the requirements of the contract. It will be conclusive evidence that the contactor has also investigated and is satisfied with the sources of supply for all materials.

Plans, surveys, measurements, dimensions, calculations, estimates and statements as to the condition under which the work is to be performed are believed to be correct, but the contractors must examine for themselves, as no allowance will be made for any errors or inaccuracies that may be found therein. All costs associated with this project, including labor, materials, equipment, tools, transportation and supplies, should be taken into consideration by the contractor bidding in calculating the bid to be offered. The site is expected to be left orderly and free of debris daily, and upon completion restored to its original appearance before work commenced.

5. FAMILIARITY WITH LAWS

The bidder is assumed to have made themselves familiar with all federal and state laws and all local by-laws, ordinances and regulations which in any manner affect those engaged or employed on the work or affect the materials or equipment used in the work or affect the conduct of the work, and the bidder, if awarded the contract, shall be obligated to perform the work in conformity with said laws, by-laws, ordinances and regulations notwithstanding its ignorance thereof. If the bidder shall discover any provision in the plans or specifications which is in conflict with any such law, by-law, ordinance or regulation the bidder shall forthwith report it to the Town Manager’s office.

Section 00300

FORM OF GENERAL BID

To the Town of Westford, Massachusetts, herein called the Owner.

The undersigned, as Bidder, herein referred to as singular and masculine declares as follows:

1. All interested in the Bid as Principals are named herein.

2. This bid is not made jointly, or in conjunction, cooperation or collusion with any other person, firm, corporation, or other legal entity;

3. No officer, agent or employee of the Owner is directly or indirectly interested in this bid.

4. The Bidder has carefully examined the sites of the proposed work and fully informed and satisfied himself as to the conditions there existing, the character and requirements of the proposed work, the difficulties attendant upon its execution and the accuracy of all estimated quantities stated in this invitation for bids, and the Bidder has carefully read and examined the Agreement, Specifications and other Contract Documents therein referred to and knows and understands the terms and provisions thereof.

5. The Bidder understands: the quantities of work calculated in the solicitation documents or indicated on the Drawings or in the Specifications or other Contract Documents are approximate and are subject to increase or decrease or deletion as deemed necessary by the town; any such changes will not result in or be justification for any penalty or increase in contract prices; and agrees that, if the bid is accepted the Bidder will contract with the Owner, as provided in the Contract Documents, this Bid Form being part of said Contract Documents, and that the Bidder will supply or perform all labor, services, plant, machinery, apparatus, appliances, tools, supplies and all other activities required by the Contract Documents in the manner and within the time therein set forth, and that the Bidder will take in full payment therefor the following price.

6. It is the intention of this contract that the items listed above describe completely and thoroughly the entirety of the work as shown on the plans and as described in the specifications. All other items required to accomplish the above items are considered to be subsidiary work.

Project: 30 Beacon Street- Roof Replacement

In Figures: $___________________________________________________

In Words: ___________________________________________________Dollars

STATEMENT OF BIDDER’S QUALIFICATIONS

All questions must be answered, and the data given must be clear and comprehensive. Add separate sheets if necessary

1. Name of Bidder: ____________________________________________________________

2. Permanent Main Office Address: _______________________________________________

3. Form of Entity: _____________________________________________________________

4. When Organized: ___________________________________________________________

6. Where Organized: ___________________________________________________________

7. How many years have you been engaged in the contracting business under your present name; also state names and dates of previous firm names, if any.

8. How many years have you been engaged in the contracting business under your present name; also state names and dates of previous firm names, if any. Contracts on hand; (schedule these, showing gross amount of each contract and the approximate anticipated dates of completion).

9. General character of work performed by your company.

10. Have you failed within the last seven years to complete any work awarded to you?

_____(no)____(yes). If so, where and why?

11. Have you defaulted on a contract within the last seven years?

_____(no)_____(yes). If so, where and why?

12. Have you ever failed to complete a project in the time allotment according to the Contract

Documents?

_______(no)_____(yes). If so, where and why?

13. List the most important contracts recently executed by your company, stating approximate cost for each, and the month and year completed.

14. List your major equipment available for this contract.

15. List your key personnel such as project superintendent and foremen available for this contract.

16. Contractor must have at least ten years’ prior experience related to Roof replacement projects. Describe that prior experience, identifying projects/contracts that have been successfully completed within the last ten yeAars.

17. OSHA – Please provide and attach copies to this proposal of OSHA Training Certificates per M.G.L c149 Requirement – Building Construction Contracts.

Dated at _______________ this ________ day of ________, 20___.

Name of Bidder

BY________________________________

TITLE_______________________________

Section 00400

REQUIRED CERTIFICATION BY LAW

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

Section 00500

AGREEMENT

TOWN OF WESTFORD, MASSACHUSETTS

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 ___________________________________________, 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.

2. THE WORK.

The Work consists of _______________________________________.

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.

The TOWN shall pay, as full compensation for items and/or services furnished and delivered in carrying out this Agreement. Total Bid Price $_____________________.

5. PAYMENT OF COMPENSATION.

The TOWN shall make payments within thirty (30) days after its receipt of Invoice.

a. 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.

b. 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.

c. 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.

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 out in Attachment A.

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 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

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)

GENERAL REQUIREMENTS

1. INTENT OF CONTRACT

The intent of the Contract is to provide for the construction and completion in every detail of the work described. The Contractor shall furnish all labor, materials, equipment, tools, transportation and supplies required to complete the work in accordance with the terms of the Contract. The Contractor shall be required to conform to the intent of the plans and specifications. No extra claims shall be allowed for portions of the work not specifically addressed in the plans and specifications but required to produce a whole and complete project, such work will be considered subsidiary to the bid items.

2. INCIDENTAL WORK

Incidental work items for which separate payment is not measured includes, but is not limited to, the following items:

A. General clean up B. Signs & barricades C. Mobilization/Demobilization D. Restoration of property E. Cooperation with other contractors, abutters and utilities.

F. Clearing, grubbing and stripping G. Steel and/or wood sheeting as required.

H. Accessories and fasteners or components required to make items complete and functional.

3. ALTERATION OF PLANS OR OF CHARACTER OF WORK

The Owner reserves the right, without notice to Surety, to make such alterations of the plans or of the character of the work as may be necessary or desirable to complete fully and acceptably the proposed construction; provided that such alterations do not increase or decrease the contract cost. Within these cost limits, the alterations authorized in writing by the Owner shall not impair or affect any provisions of the Contract or bond and such increases or decreases of the quantities as a result from these alterations or deletions of certain items, shall not be the basis of claim for loss or for anticipated profits by the contractor. The contractor shall perform the work as altered at the contract unit price or prices.

4. EXTRA WORK ITEMS

Extra work shall be performed by the Contractor in accordance with the specifications and as directed, and will be paid for at a price as provided in the Contract documents or if such pay items are not applicable than at a price negotiated between the contractor and the Owner. If no agreement can be negotiated, the Contractor will accept as payment for extra work, cost plus 15% (overhead & profit). Costs shall be substantiated by invoices and certified payroll. If the Owner determines that extra work is to be performed, a change order will be issued.

5. CHANGE ORDERS

The Town reserves the right to issue a formal change order for any increase, decrease, deletion, or addition of work or any increase in contract time or price. The contractor shall be required to sign the change order and it shall be considered as part of the Contract documents.

6. FINAL CLEANING UP

Upon completion of the work, the contractor shall remove from the site all machinery, equipment, surplus materials, rubbish, temporary buildings, barricades and signs. All parts of the work shall be left in a neat and presentable condition. On all areas used or occupied by the contractor, regardless of the contract limits, the bidder shall clean-up all sites and storage grounds.

The items prescribed herein will not be paid for separately, but shall be paid for as part of the total contract price.

7. ERRORS AND INCONSISTENCY IN CONTRACT DOCUMENTS

Any provisions in any of the Contract Documents that may be in conflict with the paragraphs in these General Requirements shall be subject to the following order of precedence for interpretation. Specifications will govern General Requirements, Control of Work, Temporary Facilities, Measurement and Payment, sections.

CONTROL OF WORK

1. AUTHORITY OF TOWN MANAGER’S OFFICE

(a) All work shall be done under supervision of the Town Manager’s office or his/her designee and to their satisfaction. The Town Manager’s office will decide all questions which may arise as to the quality and acceptability of materials furnished and work performed and as to the rate of progress of the work; all questions that may arise as to the interpretation of the plans and specifications; and all questions as to the acceptable fulfillment of the Contract by the Contractor.

(b) The Town Manager’s office will have the authority to suspend the work wholly or in part for such periods as they may deem necessary due to the failure of the Contractor to correct conditions unsafe for workers or the general public; for failure to carry out provisions of the Contract; for failure to carry out orders; for conditions considered unsuitable for the prosecution of the work, including unfit weather; or for any other condition or reason deemed to be in the public interest. The Contractor shall not be entitled any additional payments arising out of any such suspensions.

(c) The Owner reserves the right to demand a certificate of compliance for a material or product used on the project. When the certificate of compliance is determined to be unacceptable to the Town Manager’s office the Contractor may be required to provide engineering and testing services to guarantee that the material or product is suitable for use in the project, at its expense (see Sample of Certificate of Compliance).

2. PROTECTION AND RESTORATION OF PROPERTY AND LANDSCAPES

(a) The Contractor shall use every precaution to prevent injury or damage to wires, poles, or other property of public utilities; trees, shrubbery, crops, and fences along and adjacent to the right-of-way, all underground structures such as pipes and conduits, within or outside of the right-of-way; and the Contractor shall protect and carefully preserve all property marks until an authorized agent has witnessed or otherwise referenced their location.

(b) The Contractor shall be responsible for all damage or injury to property of any character, during the prosecution of the work, resulting from any act, omission, neglect, or misconduct in his manner or method of executing the work, or at any time due to defective work or materials, and said responsibility will not be released until the project shall have been completed and accepted.

(c) When or where any direct or indirect damage or injury is done to public or private property by or on account of any act, omission, neglect, or misconduct in the execution of the work, or as a result of the failure to perform work by the Contractor, the Contractor shall restore, at its own expense, such property to a condition similar or equal to that existing before such damage or injury was done, by repairing rebuilding, or otherwise restoring as may be directed, or the Contractor shall make good such damage or injury in an acceptable manner.

(d) The Contractor shall address and repair all scars, to the satisfaction of the Town Manager’s office, made on fruit or ornamental trees by equipment, construction operations, or the removal of limbs larger than one inch in diameter. Damaged trees must be replaced if so determined by the Town Manager’s office, in its sole discretion.

(e) If the Contractor fails to repair, rebuild or otherwise restore such property as may be deemed necessary, the Owner, after 48 hours’ notice, may proceed to do so, and the cost thereof may be deducted from any money due or which may become due the Contractor under the contract.

(f) It is the intent of the Parties that the Contractor preserve, to as great an extent as possible, the historic & natural features of the site.

3. MAINTENANCE DURING CONSTRUCTION

The Contractor shall maintain the work during construction and until the project is accepted.

This maintenance shall constitute continuous and effective work prosecuted day by day, with adequate equipment and workers to ensure that the structure is kept in satisfactory conditions at all times.

4. SAFETY PRECAUTIONS

Upon commencement of work, the Contractor shall be responsible for initiating, maintaining and supervising all safety precautions necessary to ensure the safety of employees on the site, other persons who may be affected thereby, including the public, and other property at the site or adjacent thereto.

5. PERMITS

It will be the responsibility of the Contractor to obtain all permits required for the operation of equipment in, or on, all town streets and public ways.

6. BARRICADES, WARNING SIGNS AND TRAFFIC OFFICERS

(a) The Contractor shall provide, erect and maintain all necessary barricades, suitable and sufficient lights, danger signals, signs and other traffic control devices, and shall take all necessary precautions for the protection of the work and safety of the public. Roadway closed to traffic shall be protected by effective barricades. Obstructions shall be illuminated during hours of darkness. Suitable warning signs shall be provided to control and direct traffic in a proper manner, as approved by the Town Manager’s office.

(b) The Contractor will be held responsible for all damage to the work from traffic, pedestrians, animals or any other cause due to lack of adequate controlling devices.

The work prescribed herein will not be paid for separately but will be paid for as part of the Contract Price unless specifically appearing as a bid item.

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.

AMOUNT OF INSURANCE

A) Comprehensive General Liability:

Bodily injury or Property Damage $1,000,000 Per occurrence and $3,000,000 general aggregate

B) Automobile and Truck Liability:

Bodily Injury or Property Damage $500,000 per person and $1,000,000 per accident

Coverage requirements can be met with excess policies

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

A) Full Workers Compensation Insurance coverage for all people employed by the

Contractor to perform work on this project. 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.

ADDITIONAL INSURED

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

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

ii. 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.

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

Town of Westford Attn: Town Manager’s Office 55 Main Street, Westford, MA 01886

TEMPORARY FACILITIES

1. STORAGE FACILITIES

(a) The Contractor shall not store materials or equipment in a public right-of-way beyond the needs of one working day. Equipment and materials shall be stored in a location approved by the Owner.

(b) The Contractor shall protect all stored materials from damage by weather or accident and shall insure adequate drainage at and about the storage location.

(c) Prior to final acceptance of the work all temporary storage facilities and surplus stored materials shall be removed from the site.

2. WATER FACILITIES

The Owner shall provide the Contractor with reasonable access to water facilities for construction operations.