8793-W7-FORM-30_ 39M (Boiler Replacement-Vernon Hill School-WPS).pdf

FORM – 30, 39M (Construction)-11-08 Page 1 of 115

PURCHASING DIVISION SEALED BID NO. 8793-W7

CITY OF WORCESTER

MASSACHUSETTS 01608-1895 DATE: August 18, 2026

ROOM 201 - CITY HALL, 455 MAIN ST.

PHONE (508) 799-1220

SEALED BID INVITATION

(Labor, - Filed Sub-Bids NOT Required)

CITY OF WORCESTER

Christopher J. Gagliastro, MCPPO

Purchasing Agent

M.G.L. Chapter 30, §39M / M.G.L. Chapter 149, s.44A (C)

Buyer: Christopher Gagliastro

All bids are subject to the terms and conditions and specificity herein set forth.

COMPLETE FORM FOR GENERAL BID (ENCLOSED) MUST BE SUBMITTED IN A

SEALED ENVELOPE:

DATE: September 9, 2026 TIME: 10:00 A.M. LOCAL TIME

PLACE: Purchasing Division, Room 201, City Hall, Worcester, Massachusetts

MARK SEALED ENVELOPE "Sealed Bid No. 8793-W7, Boiler Replacement – Vernon Hill School

/ WPS”

The name and address of the bidder must appear in the upper left-hand corner of the envelope. The City of Worcester is not responsible for bids not properly marked.

A COMPLETE BID PACKAGE SUBMISSION CONSISTS OF THE FOLLOWING:

Form for General Bid (81 – 86)

Bid Security (5% of Total Bid)

Forms required by City Policies & Programs

OTHER CONDITIONS:

• All questions must be referred in writing to Chris Gagliastro via e-mail at gagliastroc@worcesterma.gov

• A pre-bid meeting will be held on site on September 2, 2026 at 10:00 AM at 211 Providence Street, Worcester, MA. All prospective bidders are encouraged to attend.

o Questions will not be taken at this meeting, please direct all questions to the email noted above mailto:gagliastroc@worcesterma.gov

FORM – 30, 39M (Construction)-11-08 Page 2 of 115

GENERAL DOCUMENTS

TABLE OF CONTENTS

ARTICLE 101 : INSTRUCTIONS TO BIDDERS

Section 1 - Introduction; Definitions Section 2 - Availability of Contract Documents Section 3 - Examination of Site and Contract Documents; Pre-Bid

Conference Section 4 - Addenda and Interpretation of Contract Documents Section 5 - Wage Rates Section 6 - Sales Tax Section 7 - Preparation and Submission of Bids Section 8 - Receipt of Bids Section 9 - Bid Deposit Section 10 - Rejection of Bids Section 11 - Award of Contract Section 12 - Certificates and Documents to be Furnished upon Execution of the Contract Section 13 - Minority/Women Business Enterprise Program

ARTICLE 102 : GENERAL CONDITIONS OF THE CONTRACT FOR

CONSTRUCTION

1. GENERAL PROVISIONS

1.1 Definitions

1.2 Execution, Correlation & Intent

1.3 Ownership and Use of Documents

2. ARCHITECT

2.1 Definition

2.2 Administration of the Contract

3. OWNER

3.1 Definition

3.2 Information and Services Required

of the Owner

3.3 Owner's Right to Stop the Work

3.4 Owner's Right to Carry Out the Work

FORM – 30, 39M (Construction)-11-08 Page 3 of 115

4. CONTRACTOR

4.1 Definition

4.2 Review of Contract Documents

4.3 Supervision and Construction Procedures

4.4 Labor and Materials

4.5 Warranty

4.6 Taxes

4.7 Permits, Fees and Notices

4.8 Allowances

4.9 Superintendence

4.10 Progress Schedule

4.11 Documents and Samples at the Site

4.12 Shop Drawings, Project Data and Samples

4.13 Use of Site

4.14 Cutting and Patching Work

4.15 Cleaning Up

4.16 Communications

4.17 Royalties and Patents

4.18 Indemnification

5. SUBCONTRACTORS

5.1 Definition

5.2 Award of Subcontracts and other Contract

for Portions of the Work

5.3 Subcontractual Relations

6. WORK BY OWNER OR BY SEPARATE CONTRACTORS

6.1 Owner's Right to Perform Work and to

Award Separate Contracts

6.2 Mutual Responsibility

6.3 Owner's Right to Clean Up

7. MISCELLANEOUS PROVISIONS

7.1 Governing Law

7.2 Successors and Assigns

7.3 Written Notice

7.4 Consent or Waiver

7.5 Performance Bond and Labor and

Material Payment Bond

7.6 Rights and Remedies

7.7 Tests

8. TIME

8.1 Definitions

8.2 Progress and Completion

8.3 Delays and Extensions of Time

FORM – 30, 39M (Construction)-11-08 Page 4 of 115

9. PAYMENTS AND COMPLETION

9.1 Contract Sum

9.2 Schedule of Values

9.3 Applications for Payment

9.4 Certificates for Payment

9.5 Progress Payments

9.6 Payments Withheld

9.7 Failure of Payment

9.8 Substantial Completion

9.9 Final Completion and Final Payment

10. PROTECTION OF PERSONS AND PROPERTY

10.1 Safety Precautions and Programs

10.2 Safety of Persons and Property

10.3 Emergencies

11. INSURANCE

11.1 Contractor’s Liability Insurance

11.2 Owner's Liability Insurance

11.3 Property Insurance

11.4 Loss of Use Insurance

12. CHANGES IN THE WORK

12.1 Change Orders

12.2 Claims for Additional Cost

12.3 Minor Changes in the Work

12.4 Equitable Adjustments

13. UNCOVERING AND CORRECTION OF WORK

13.1 Uncovering of Work

13.2 Correction of Work

13.3 Acceptance of Defective or Non-Conforming Work

FORM – 30, 39M (Construction)-11-08 Page 5 of 115

ARTICLE 104 : GENERAL BID FORM

STATEMENT OF BIDDER’S QUALIFICATION

ARTICLE 105 : OWNER-CONTRACTOR AGREEMENT

ARTICLE 106 : PAYMENT BOND

ARTICLE 107 : PERFORMANCE BOND

ARTICLE 108 : APPLICATION FOR PAYMENT

Section 1.1 - Related Documents Section 1.2 - Summary Section 1.3 - Schedule of Values Section 1.4 - Applications for Payment

ARTICLE 109 : MODIFICATION PROCEDURES

Section 1.1 - Related Documents Section 1.2 - Summary Section 1.3 - Minor Changes in the Work Section 1.4 - Change Order Proposal Requests Section 1.5 - Allowances Section 1.6 - Change Order Procedures Section 1.7 - Overhead and Profit

ARTICLE 110 : PRODUCT SUBSTITUTIONS

Part 1 - General Section 1.1 - Related Documents Section 1.2 - Summary Section 1.3 - Definitions Section 1.4 - Submittals

Part 2 - Products Section 2.1 - Substitutions

PREVAILING WAGE RATES (Commonwealth of Massachusetts)

MINORITY/WOMEN BUSINESS ENTERPRISES and WORKER

UTILIZATION PROGRAM

<END OF TABLE OF CONTENTS>

FORM – 30, 39M (Construction)-11-08 Page 6 of 115

ARTICLE 101: INSTRUCTIONS TO BIDDERS

SECTION 1 - INTRODUCTION; DEFINITIONS

1.1 In accordance with an Advertisement for Bids, the City of Worcester (the "Owner") has invited bids for the project described in the specifications contained herein.

1.2 These Instructions to Bidders (the "Instructions") are intended to assist bidders in the preparation of their bids, to call attention to various legal requirements and to set forth certain conditions upon which bids are submitted and received.

1.3 The award of the contract is governed by Chapter 30, s. 39M of the Massachusetts General Laws. Certain provisions of the foregoing statute and of other applicable statutes are summarized in these Instructions. Whenever these Instructions or any other contract documents set forth or summarize applicable statutory provisions, whether or not the statutes have been specifically referred to, such summaries are for convenience only, do not purport to be complete or correct as summaries of any particular material, and shall in no respect supersede, expand or limit rights or duties of the Owner or bidders in matters governed by the statute.

1.4 The following definitions shall apply in these Instructions and in the other Contract Documents:

1) The term "bidding documents" shall include the Advertisement for Bids, these Instructions, the bid forms, contract forms and other Contract Documents bound herewith, the Drawings, the Specifications, and all Addenda issued prior to receipt of bids.

2) The terms "Addenda" and "Addendum" shall mean written documents and/or drawings issued by the Owner prior to execution of the contract which supplement, modify, correct, explain or interpret the bidding documents.

3) All definitions set forth in the Conditions of the Contract or the other

Contract Documents as therein defined are applicable to these Instructions and to the other bidding documents

4) On any project for the construction, reconstruction, installation, demolition, maintenance or repair of any building, or public work, to be funded in whole or in part by city funds, or funds which, in accordance with a federal or state grant, program, or otherwise, the city expends or administers, or any such project to which the city is a signatory to the contract therefore, the provisions of this section shall apply and the same shall be referenced in every invitation to bid for such project and, FORM – 30, 39M (Construction)-11-08 Page 7 of 115 the following paragraphs shall be contained in every resulting contract there from: “It shall be a material breach of this contract if the contractor and each subcontractor shall not at all times adhere to the provisions of § 1A(e)(9) of chapter nine of the Revised Ordinances of the city by limiting their on- site, noise producing construction and related work to the hours specified by said ordinance”.

5) The director of purchasing, commissioner of code enforcement and the head of any department shall have the authority to adopt any rules and regulations they deem necessary to implement this subsection with respect to contracts generally and the head of the department awarding any such contract shall have the authority to adopt any rules and regulations he or she deems necessary to implement this subsection with respect to any particular project.

SECTION 2 - AVAILABILITY OF CONTRACT DOCUMENTS

2.1 Each person requesting Contract Documents including bid forms, plans and specifications shall proceed as directed in the Advertisement for Bids.

SECTION 3 - EXAMINATION OF SITE AND CONTRACT DOCUMENTS; PRE-

BID CONFERENCE

3.1 Before submitting a bid, each bidder must: (a) thoroughly examine the Contract Documents (b) visit the site to fully examine and acquaint himself with local conditions that may in any manner affect cost, progress, or performance of the Work, (c) familiarize himself with federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of the Work, and (d) study and carefully correlate his observations with the requirements of the Contract Documents. Failure of a bidder to visit the site and acquaint himself with the Contract Documents or to attend the pre-bid conference, if any, shall in no way relieve the bidder from any obligation with respect to his bid.

3.2 On request, the Owner will provide each bidder access to the site to conduct such reasonable investigations and tests as such bidder deems necessary to prepare his bid.

3.3 Each bidder shall promptly notify the Contracting Officer of any ambiguity, inconsistency or error he may discover upon examination of the Contract Documents, the site or other local conditions. Whenever the title “Contracting Officer” is referenced it shall be interpreted as follows: Purchasing Director, City of Worcester. The submission of a bid will constitute a representation by the bidder that he has complied with every requirement of this Section 3 and that the Contract Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of the work of this contract.

FORM – 30, 39M (Construction)-11-08 Page 8 of 115

SECTION 4 - ADDENDA AND INTERPRETATION OF CONTRACT

DOCUMENTS

4.1 All questions and requests for clarifications or interpretations of the meaning of the Contract Documents shall be in writing, addressed to the Purchasing Department, City of Worcester, and to be given consideration must be received at least five (5) days prior to the date fixed for opening of bids.

4.2 Clarifications or such interpretations and any supplemental instructions or forms, if issued, will be issued in the form of written Addenda and when possible, not later than two days before the date fixed for opening of bids. Each bidder shall be responsible for determining that he has received all Addenda issued, and failure of any bidder to receive any such Addendum shall not relieve such bidder from any obligation under its bid as submitted.

4.3 All Addenda so issued shall become part of the Contract

Documents.

4.4. Oral clarifications or interpretations will be of no legal effect. The Owner will not be responsible for, and no bidder may rely upon or use as the basis of a claim against the Owner or the Owner’s agent, any information, explanation or interpretation of the Contract Documents rendered in any fashion except as herein provided.

SECTION 5 - WAGE RATES

5.1 Minimum rates of wages for work performed under this contract will be as predetermined by the state Department of Labor and Workforce Development, in accordance with the provisions of Sections 27 of Chapter 149 of the Massachusetts General Laws.

5.2 Section 27B of said Chapter 149 provides record-keeping requirements for contractors and subcontractors with respect to employees, hours, wages and other matters.

5.3 Bidders' attention is called to Section 148 of Chapter 149 of the Massachusetts General Laws, relating to the weekly payment of wages.

SECTION 6 - SALES TAX

6.1 Section 6(f) of Chapter 54H of the Massachusetts General Laws exempts from Massachusetts sales tax, building materials and supplies to be used in the project, and bidders shall not include in their bids any amount therefor. The number of the certificate granted by the Commissioner of Revenue for use in obtaining the exemption may be obtained from the City of Worcester.

SECTION 7 - PREPARATION AND SUBMISSION OF BIDS

FORM – 30, 39M (Construction)-11-08 Page 9 of 115

7.1 Each bid shall be submitted upon the bid forms furnished by the Owner, copies of which are bound with the bid documents. The bid forms shall be submitted, as bound, with the balance of the Contract Documents. All blank spaces shall be filled in, in ink or typewritten, in words or figures. The bid prices for each item on the bid forms shall be stated in both words and figures. Where itemized lump sum or unit prices are called for, all such prices shall be provided by the bidder. In the event of a discrepancy between prices written in words and prices written in figures, the written words shall govern. In the event of a discrepancy between the indicated sum of any column of figures and the correct sum thereof, the correct sum shall govern. The bid shall state the legal name of the bidder and shall be signed in ink by a person or persons legally authorized to bind the bidder to a contract. The name and title of the person or persons signing the bid shall be typed or printed below the signatures.

7.2 Each bid and the bid deposit (described below) shall be submitted to the Owner at the place stated in the Advertisement for Bids in a sealed opaque envelope bearing on the outside the name of the bidder, his address and the title of the project for which the bid is submitted. If forwarded by mail, the sealed bid and the bid deposit shall be enclosed in an envelope with the notation "BID ENCLOSED" on the face and addressed as indicated in the Advertisement for Bids.

7.3 Section 39L of Chapter 30 of the Massachusetts General Laws prohibits the Owner from entering into a contract for this work with, and shall not approve as a subcontractor furnishing labor and materials for a part of any such work, a foreign corporation which has not filed with the Owner, a certificate of the state secretary stating that such corporation has complied with M.G.L. c. 181, sections 3 and 5.

Therefore, every Foreign Corporation must furnish a certified copy of its Certificate of Registration that has been duly filed with the state secretary's office. Any bid, general or sub, of a foreign corporation submitted without a Certificate may be rejected pursuant to Section 11.

SECTION 8 - RECEIPT OF BIDS

8.1 All bidders are cautioned to allow ample time for transmittal of bids. Bidders are solely responsible for delivery to and receipt by the Owner of bids at the place stated in the advertisement for Bids. Bids received after the specified time or at other than the specified location will not be accepted or recognized. The time of receipt will determine the acceptability of mailed bids, regardless of postmark.

8.2 Any bid may be withdrawn by the bidder or his duly authorized representative by written notice received by the Owner at the address for receipt of bids specified in the Advertisement for Bids prior to the time scheduled for the opening of such bids or authorized postponement thereof. No bid may be withdrawn for sixty (60) days, Saturdays, Sundays and legal holidays excluded, after the opening of general bids. No telephone or telegraphic bid, change in bid or withdrawal of bid

FORM – 30, 39M (Construction)-11-08 Page 10 of 115 will be received or recognized. A bid may be amended or modified only by withdrawing the bid and resubmitting another bid prior to the time for the opening of bids.

8.3 Bids will be opened and read publicly at the place and time stated in the Advertisement for Bids or the authorized postponement thereof. Bidders or their authorized representatives are invited to be present.

SECTION 9 - BID DEPOSIT

9.1 Each bid must be accompanied by a bid deposit in the form of a bid bond, or a certified check on, or a treasurer's or cashier check issued by, a responsible bank or trust company, payable to the City of Worcester. A bid bond shall be

a) in form satisfactory to the Owner substantially conforming to the sample contained in the Contract Documents,

b) with a surety company qualified to do business (licensed) in the Commonwealth of Massachusetts and satisfactory to the Owner, and

c) conditioned upon the faithful performance by the principal of the agreements contained in the bid. The bid deposit shall be in the amount of 5% of the value of the bid.

SECTION 10 - REJECTION OF BIDS

10.1 The Owner shall reject every general bid which is not accompanied by the required bid deposit, or which otherwise does not conform to the statutory requirements or the bid documents.

10.2 The Owner reserves the right to reject any and all general bids which contains erasures, alterations, additions, errors or irregularities of any kind, or which contains proposed prices for any class or item of work which are, in the judgment of the Owner, substantially less or more than the actual cost to complete the work; provided, however, that the Owner reserves the right to waive any and all informalities as to form. Matters as to substance shall not be waived.

SECTION 11 - AWARD OF CONTRACT

11.1 The general contract will be awarded to the lowest responsible and eligible general bidder complying with the conditions and requirements provided in these Instructions, the bid forms and the other bid documents.

11.2 Award of the contract will be made within ninety (90) days, Saturdays, Sundays and legal holidays excluded, after (i) the opening of the bids or (ii) the

FORM – 30, 39M (Construction)-11-08 Page 11 of 115 receipt by the Owner of any approvals necessary from federal or state agencies in connection with the project, whichever is later.

11.3 The successful bidder will be notified in writing, by mail or otherwise, that his bid has been accepted and that he has been awarded the contract. The successful bidder shall execute the contract and furnish the required bonds, at the offices of the Owner within five (5) days, Saturdays, Sundays and legal holidays excluded, after presentation of the contract to him or notice to him that the contract is ready for execution.

11.4 If the bidder selected as the general contractor fails to perform his agreement to execute the contract in accordance with the terms of his bid and furnish a performance bond and also a labor and materials payment bond as stated in his bid, the award will be made to the next lowest responsible and eligible general bidder.

SECTION 12 - CERTIFICATES AND DOCUMENTS TO BE FURNISHED UPON

EXECUTION OF THE CONTRACT

12.1 Pursuant to Sections 49A of Chapter 62C of the Massachusetts General Laws the contractor must certify that it has complied with all laws of the Commonwealth of Massachusetts relating to taxes. A form of certificate for this purpose is included in the Contract Documents.

12.2 Prior to commencement of work, the contractor must furnish to the Owner certificates evidencing required insurance coverage in accordance with the provisions of the insurance requirements contained in the Supplementary Conditions of the Contract.

12.3 The affidavit of compliance with certain laws of the Commonwealth relating to corporations, and evidence of corporate authority with respect to execution of the contract documents on behalf of the contractor, on the form contained in the bidding documents, must be furnished by the contractor to the Owner at the time of execution of the contract.

12.4 A performance bond and a labor and materials payment bond, each in the amount of the contract sum, must be furnished by the general contractor as stated in the bid form. Such bonds must be on the forms contained in the bid documents and must be executed and delivered to the Owner at the time of execution of the contract. Each attorney-in-fact who executes such a bond on behalf of the surety must affix thereto a certified and current copy of his power of attorney.

SECTION 13 - MINORITY/WOMEN BUSINESS ENTERPRISE PROGRAM

FORM – 30, 39M (Construction)-11-08 Page 12 of 115

13.1 The Owner has established goals for the participation of minority and women contractors and subcontractors on all City projects. In furtherance thereof, the City of Worcester's Supplemental Equal Employment Opportunity Anti- Discrimination and Affirmative Action Program is included in the Bidding Documents, and all bidders shall comply with the requirements set forth therein.

ARTICLE 102:

GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

SECTION 1

GENERAL PROVISIONS

1.1 DEFINITIONS

1.1.1 THE CONTRACT DOCUMENTS

The Contract Documents consist of the Owner-Contractor Agreement, the Conditions of the Contract (General, Supplementary and other Conditions), Performance Bond, Payment Bond, Vote of Corporation, Information to Bidders, Bid Proposal, the Drawings, the Specifications, and all Addenda issued prior to and all Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order,

(3) a written interpretation issued by the Contracting Officer pursuant to Subparagraph 2.2.3, or (4) a written order for a minor change in the Work issued by the Contracting Officer pursuant to Paragraph 12.3. The Contract Documents do not include Bidding Documents such as, sample forms, or portions of Addenda relating to any of these, or any other documents, unless specifically enumerated in the Owner-Contractor Agreement. The Drawings of this Contract shall be as listed on the cover sheet of the Drawings, as applicable. The Specifications of this Contract shall be listed on the Index to the Technical Specifications. In the event of any conflict among the Contract Documents, the Documents shall be construed according to the following priorities: Highest Priority - Modifications, Second Priority-Agreement, Third Priority - Addenda-later date to take precedence, Fourth Priority - Special Requirements, Fifth Priority - Special Conditions, Sixth Priority - Supplementary General Conditions, Seventh Priority - General Conditions, Eighth Priority - Specifications, Ninth Priority - Drawings.

1.1.2 THE CONTRACT

The Contract Documents form the Contract for Construction. This Contract represents the entire and integrated agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification as defined in Subparagraph 1.1.1. These General Conditions, wherever applicable, shall be construed consistent with, and terms of the Owner-Contractor Agreement, provided further however, that the terms of such Agreement shall take

FORM – 30, 39M (Construction)-11-08 Page 13 of 115 precedence, as provided in Subparagraph 1.1.1. Except for the special agreements in Paragraph 4.18, nothing contained in the Contract Documents shall be construed to create any contractual relationship of any kind between the Architect and the Contractor. Nothing contained in the Contract Documents shall create any contractual relationship between the Owner or the Architect and any Subcontractor or Sub-subcontractor.

1.1.3 THE WORK

The Work comprises the completed construction required by the Contract Documents and includes all labor necessary to produce such construction, and all materials and equipment incorporated or to be incorporated in such construction.

1.1.4 THE PROJECT

The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part.

1.2 EXECUTION, CORRELATION AND INTENT

1.2.1 The Contract Documents shall be signed in not less than duplicate by the Owner and the Contractor.

1.2.2 By executing the Contract, the Contractor represents that he has visited the site, familiarized himself with the local conditions under which the Work is to be performed, and correlated his observations with the requirements of the Contract Documents.

1.2.3 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. Work not covered in the Contract Documents will not be required unless it is consistent therewith and is reasonably inferable therefrom as being necessary to produce the intended results. Words and abbreviations which have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings. All work mentioned or indicated in the Contract Documents shall be performed by the Contractor as part of this Contract unless it is specifically indicated in the Contract Documents that such work is to be done by others. Should the drawings or the Specifications disagree in themselves or with each other, the Contractor shall provide the better quality or greater quantity of work and/or materials unless otherwise directed by written addendum to the Contract.

1.2.4 The organization of the Specifications into divisions, sections and articles, and the arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. The Contractor and all Subcontractors shall refer to all of the

FORM – 30, 39M (Construction)-11-08 Page 14 of 115

Drawings, including those showing primarily the work of the mechanical, electrical and other specialized trades, and to all of the Sections of the Specifications, and shall perform all work reasonably inferable therefrom as being necessary to produce the indicated results.

1.2.5 All indications or notations which apply to one of a number of similar situations, materials or processes shall be deemed to apply to all such situations, materials or processes wherever they appear in the Work, except where a contrary result is clearly indicated by the Contract Documents.

1.2.6 Where codes, standards, requirements and publications of public and private bodies are referred to in the Specifications, references shall be understood to be to the latest revision prior to the date of receiving bids, except where otherwise indicated.

1.2.7 Where no explicit quality or standards for materials or workmanship are established for work, such work is to be of good quality for the intended use and consistent with the quality of the surrounding work and of the construction of the Project generally.

1.2.8 All manufactured articles, materials, and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the manufacturer's written or printed directions and instructions unless otherwise indicated in the Contract Documents.

1.2.9 Any test boring or soil test information included with the Contract Documents or otherwise made accessible to the Contractor was obtained by the Owner or Architect for use by the Architect in the design. The Owner and Architect do not hold out such information to the Contractor as an accurate or approximate indication of subsurface conditions, and no claim for extra cost or extension of time resulting from a reliance by the Contractor on such information shall be allowed except as provided in M.G.L. c. 30, section 39N.

1.3 OWNERSHIP AND USE OF DOCUMENTS

1.3.1 All Drawings and Specifications furnished by the Architect, and all copies thereof and the copyright therein, are the property of the Architect or the Owner.

They are to be used only with respect to this Project and are not to be used on any other project. With the exception of one contract set for each party to the Contract, such documents are to be returned or suitably accounted for to the Architect on request at the completion of the Work. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's or Owner's common law copyright or other reserved rights.

SECTION 2

ARCHITECT

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2.1 DEFINITION

2.1.1 The term Architect refers to either, (a) a professionally licensed architect, engineer, or landscape architect, hired or used by the City, or in the absence of thereof, (b) the Contracting Officer identified in the Instruction to Bidders. The Architect is referred to throughout the Contract Documents as if singular in number and masculine in gender.

2.2 ADMINISTRATION OF THE CONTRACT

2.2.1 The Architect will provide administration of the Contract as herein described and pursuant to the terms of the contract between the Architect and the Owner.

2.2.2 The Architect will be the Owner's representative during construction and until final payment is due. The Architect will advise and consult with the Owner.

The Owner's instructions to the Contractor shall be forwarded through the Architect. The Architect will have the authority to act on behalf of the Owner only to the extent provided in the Contract Documents and the Design Services Agreement between the two, unless otherwise modified by written instrument in accordance with Subparagraph 2.2.17.

2.2.3 The Architect will visit the site at intervals appropriate to the stage of construction to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of his on-site observations as an architect, he will keep the Owner informed of the progress of the Work, and will endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor.

2.2.4 The Architect will not be responsible for and will not have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, and he will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect will not be responsible for or have control or charge over the acts or omissions of the Contractor, Subcontractors, or any of their agents or employees, or any other persons performing any of the Work.

2.2.5 The Architect shall at all times have access to the Work wherever it is in preparation and progress. The Contractor shall provide facilities for such access so the Architect may perform his functions under the Contract Documents.

2.2.6 Based on the Architect's observations and an evaluation of the Contractor's Applications for Payment, the Architect will determine the amounts owing to the Contractor and will certify Certificates for Payment in such amounts, as provided in Paragraph 9.4.

FORM – 30, 39M (Construction)-11-08 Page 16 of 115

2.2.7 The Architect will be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder by both the Owner and Contractor.

2.2.8 The Architect will render interpretations necessary for the proper execution or progress of the Work, with reasonable promptness and in accordance with M.G.L. c. 30, section 39P, or any lesser time limit agreed upon. Either party to the Contract may make written request to the Architect for such interpretations.

2.2.9 Claims, disputes and other matters in question between the Contractor and the Owner relating to the execution of progress of the Work or the interpretation of the Contract Documents shall be referred initially to the Architect for decision, which he will render in writing within a reasonable time.

2.2.10 All interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. In his capacity as interpreter and judge, he will endeavor to secure faithful performance by both the Owner and the Contractor, will not show partiality to either, and will not be liable for the result of any interpretation or decision rendered in good faith, and in the absence of negligence, in such capacity.

2.2.11 The Architect's decisions in matters relating to artistic effect will be final if consistent with the intent of the Contract Documents.

2.2.12 The Architect will have authority to reject Work that does not conform to the Contract Documents. Whenever, in his opinion, he considers it necessary or advisable for the implementation of the intent of the Contract Documents, he will have authority to require special inspection or testing of the Work in accordance with Subparagraph 7.7.2, whether or not such Work be then fabricated, installed or completed. However, neither the Architect's authority to act under this Subparagraph 2.2.12 nor any decision made by him in good faith either to exercise or not to exercise such authority, shall give rise to any duty or responsibility of the Architect to the Contractor, any Subcontractor, any of their agents or employees, or any other person performing any of the Work.

2.2.13 The Architect will review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect's approval of a special item shall not indicate approval of an assembly of which the item is a component.

2.2.14 The Architect will prepare Change Orders in accordance with Article 12, and will have authority to order minor changes in the Work as provided in Subparagraph 12.3.1.

FORM – 30, 39M (Construction)-11-08 Page 17 of 115

2.2.15 The Architect will conduct inspections to determine the dates of Substantial Completion and final completion, will receive and forward to the Owner for the Owner's review written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate of Payment upon compliance with the requirements of Paragraph 9.9.

2.2.16 If the Owner and Architect agree, the Architect will provide one or more Project Representatives to assist the Architect in carrying out his responsibilities at the site. The duties, responsibilities and limitations of authority of any such Project Representative shall be as set forth in an exhibit to be incorporated in the Contract Documents.

2.2.17 The duties, responsibilities, and limitations of authority of the Architect as the Owner's representative during construction, as set forth in the Contract Documents and the contract between the two, will not be modified or extended without consent of the Owner and the Architect.

2.2.18 In case of the termination of the employment of the Architect, the Owner shall appoint an architect against whom the Contractor makes no reasonable objection whose status under the Contract Documents shall be the same as that of the former architect.

SECTION 3

OWNER

3.1 DEFINITION

3.1.1 The term Owner means the city of Worcester.

INFORMATION AND SERVICES REQUIRED OF THE OWNER

3.2.1 The Owner shall, at the time of execution of the Owner-Contractor Agreement, furnish the certification of adequate appropriation pursuant to M. G.

L. Chapter 44, section 31C of the General Laws.

3.2.2 The Owner shall furnish existing surveys, if any, describing the physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site.

3.2.3 Except as provided in Subparagraph 4.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

3.2.4 Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness after receipt from the Contractor of a written request for such information or services.

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3.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, three (3) copies of Drawings and Specifications reasonably necessary for the execution of the Work.

3.2.6 The Owner shall forward all instructions to the Contractor through the Architect.

3.2.7 The foregoing are in addition to other duties and responsibilities of the Owner enumerated herein and especially those in respect to Work by Owner or by Separate Contractors, Payments and Completion, and Insurance in Articles 6, 9 and 11 respectively.

3.3 OWNER'S RIGHT TO STOP THE WORK

3.3.1 If the Contractor fails to correct defective Work as required by Paragraph 13.2 or persistently fails to carry out the Work in accordance with the Contract Documents, the Owner, by a written order signed personally or by an agent specifically so empowered by the Owner in writing, may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of the Owner to stop the Work shall not give rise to any duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Subparagraph 6.1.3.

3.4 OWNER'S RIGHT TO CARRY OUT THE WORK

3.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within seven days after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to any other remedy he may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for the Architect's additional services made necessary by such default, neglect or failure. Such action by the Owner and the amount charged to the Contractor are both subject to prior notice being given to the Architect by the Owner. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner.

SECTION 4

CONTRACTOR

4.1 DEFINITION

4.1.1 The Contractor is the person or entity identified as such in the Owner- Contractor Agreement and is referred to throughout the Contract Documents as if

FORM – 30, 39M (Construction)-11-08 Page 19 of 115 singular in number and masculine in gender. The term Contractor means the Contractor or his authorized representative.

4.2 REVIEW OF CONTRACT DOCUMENTS

4.2.1 Before starting the Work, and at frequent intervals during the progress thereof, the Contractor shall carefully study and compare the Agreement, Conditions of the Contract, Drawings, Specifications, Addenda and other Contract Documents and shall at once report to the Architect any error, inconsistency or omission he may discover. Any necessary change shall be ordered as provided in Article 12, subject to the requirements of paragraph 1.2 and other provisions of the Contract Documents. If the Contractor proceeds with the Work without such notice to the Architect, having discovered such errors, inconsistencies or omissions, or if by reasonably study of the Contract Documents he could have discovered such, the Contractor shall bear all costs arising therefrom.

4.2.2 The Contractor shall give the Architect timely notice of any additional design drawings, specifications, or instructions required to define the Work in greater detail, or to permit the proper progress of the Work.

4.2.3 The Contractor shall not proceed with any Work not clearly and consistently defined in detail in the Contract Documents, but shall request additional drawings or instructions from the Architect as provided in subparagraph 4.2.2. If the Contractor proceeds with such Work without obtaining further drawings or instructions, he shall correct Work incorrectly done at his own expense.

SUPERVISION AND CONSTRUCTION PROCEDURES

4.3.1 The Contractor shall supervise and direct the Work, using his best skill and attention. He shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract.

4.3.2 The Contractor shall be responsible to the Owner for the acts and omissions of his employees, Subcontractors and their agents and employees, and other persons performing any of the Work under a contract with the Contractor.

4.3.3 The Contractor shall not be relieved from his obligations to perform the Work in accordance with the Contract Documents either by the activities or duties of the Architect in his administration of the Contract, or by inspections, tests or approvals required or performed under Paragraph 7.7 by persons other than the Contractor.

4.3.4 Where the Contract Documents refer to particular construction means, methods, techniques, sequences or procedures or indicate or imply that such are to be used in the Work, such mention is intended only to indicate that the operations of the Contractor shall be as to produce at least the quality of work implied by the operations described, but the actual determination of whether or not

FORM – 30, 39M (Construction)-11-08 Page 20 of 115 the described operations may be safely and suitably employed on the Work shall be the responsibility of the Contractor, who shall notify the Architect in writing of the actual means, methods, techniques, sequences or procedures which will be employed on the Work, if these differ from those mentioned in the Contract Documents. All loss, damage, or liability, or cost of correcting defective work arising from the employment of any construction means, methods, techniques, sequences or procedures shall be borne by the Contractor, notwithstanding that such construction means, methods, techniques, sequences or procedures are referred to, indicated or implied by the Contract Documents, unless the Contractor has given timely notice to the Architect in writing that such means, methods, techniques, sequences or procedures are not safe or suitable, and the Contractor has then been instructed in writing by the Owner to proceed at the Owner's risk.

4.4 LABOR AND MATERIALS

4.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. The word 'provide' shall mean furnish and install complete, including connections, unless otherwise specified.

4.4.2 The Contractor shall at all times enforce strict discipline and good order among his employees and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to him.

FORM – 30, 39M (Construction)-11-08 Page 21 of 115

4.5 WARRANTY

4.5.1 The Contractor warrants to the Owner and the Architect that all materials and equipment furnished under this Contract will be new and of recent manufacture unless otherwise specified, and that all Work will be of good quality, free from faults and defects and in conformance with the Contract Documents. All Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective.

4.5.2 The Contractor shall be responsible for determining that all materials furnished for the Work meet all requirements of the Contract Documents. The Architect may require the Contractor to produce reasonable evidence that a material meets such requirements, such as certified reports of past tests by qualified testing laboratories, reports of studies by qualified experts, or other evidence which, in the opinion of the Architect, would lead to a reasonable certainty that any material used, or proposed to be used, in the Work meets the requirements of the Contract Documents. All such data shall be furnished at the Contractor's expense. This provision shall not require the Contractor to pay for periodic testing of different batches of the same material, unless such testing is specifically required by the Contract Documents to be performed at the Contractor's expense.

4.5.3 If the Contractor proposed to use a material which, while suitable for the intended use, deviates in any way from the detailed requirements of the Contract Documents, he shall inform the Architect in writing of the nature of such deviations at the time the material is submitted for approval, and shall request written approval of the deviation from the requirements of the Contract Documents.

4.5.4 In requesting approval of the deviations or substitutions, the Contractor shall provide, upon request, evidence leading to a reasonable certainty that the proposed substitution or deviation will provide a quality of result at least equal to that otherwise attainable. If, in the opinion of the Architect, the evidence presented by the Contractor does not provide a sufficient basis for such reasonable certainty, the Architect may reject such substitution or deviation without further investigation.

4.5.5 The Contract Documents are intended to produce a completed project of consistent character and quality of design. All components of the project have been selected to have a coordinated design in relation to the overall appearance.

The Architect shall judge the design and appearance of proposed substitutes on the basis of their suitability in relation to the overall design of the project, as well as for their intrinsic merits. The Architect will not approve as equal to materials specified proposed substitutes which, in his opinion, would be out of character, obtrusive, or otherwise inconsistent with the character or quality of design of the project. In order to permit coordinated design of color and finishes the Contractor shall, if required by the Architect, furnish the substituted material in any color, finish, texture, or pattern that would have been available from the manufacturer originally specified, at no additional cost to the Owner.

FORM – 30, 39M (Construction)-11-08 Page 22 of 115

4.5.6 Any additional cost, or any loss or damage arising from the substitution of any material or any method for those originally specified shall be borne by the Contractor, notwithstanding approval or acceptance of such substitution by the Owner or the Architect, unless such substitution was made at the written request or direction of the Owner.

4.5.7 The warranty provided in this paragraph 4.5 shall be in addition to and not in limitation of any other warranty required by the Contract Documents or otherwise prescribed by law.

4.5.8 The Contractor shall procure and deliver to the Architect, no later than the date claimed by the Contractor as the date of Substantial Completion, all special warranties required by the Contract Documents. Delivery by the Contractor shall constitute the Contractor's guarantee to the Owner that the warranty will be performed in accordance with its terms and conditions.

4.6 TAXES

4.6.1 The Contractor shall pay all sales, consumer, use and other similar taxes for the Work or portions thereof provided by the Contractor which are legally enacted at the time bids are received, whether or not yet effective.

4.6.2 IMPORTANT TAX NOTE: This project, being constructed for a political subdivision of the Commonwealth of Massachusetts, is exempt from certain taxes.

It is therefore required that the Contractor and all Subcontractors purchasing taxable goods covered by the governing tax codes make known to suppliers the tax-exempt status of the institution in order that such taxes will not appear in the Contract Sum. The Owner will provide the necessary evidence and certificates of its tax exemption upon request of those concerned. The most applicable taxes concerned are:

a. Federal Excise Taxes as applied to articles which are taxable under Chapter 12 of the Internal Revenue Code of l954, as amended.

b. Commonwealth of Massachusetts Sales tax.

4.7 PERMITS, FEES AND NOTICES

4.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and for all other permits and governmental fees, licenses and inspections necessary for the proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required at the time the bids are received.

FORM – 30, 39M (Construction)-11-08 Page 23 of 115

4.7.2 The Contractor shall give all notices and comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the Work.

4.7.3 It is not the responsibility of the Contractor to make certain the Contract Documents are in accordance with the applicable laws, statutes, building codes and regulations. If the Contractor observes that any of the Contract Documents are at variance therewith in any respect, he shall promptly notify the Architect in writing, and any necessary changes shall be accomplished by appropriate Modification.