ContractDocuments.pdf

BID WRA – 3179S

SALE AND REMOVAL OF PIER FENDERS AT MWRA NUT ISLAND HEADWORKS

CONTRACT DOCUMENTS

Location: Massachusetts Water Resource Authority, Nut Island Headworks, 147 Sea Avenue, Quincy, MA

Site Visit: Tuesday, July 27, 2010 at 10:00 a.m. (Location and Site access instructions set forth below)

Bid Opening: Tuesday, August 3, 2010 at 10:00a.m. (Bid submission instructions set forth below)

Contact Person: Jay Coleman (617) 788-2507

The Massachusetts Water Resources Authority (or "MWRA") is conducting a bid opening for the Sale and Removal of Pier Fenders at MWRA Nut Island Headworks. The bid opening will be conducted at the MWRA’s Charlestown Facility and offers will be accepted up to 10:00 a.m., Tuesday, August 3, 2010 at 100 First Avenue, Procurement Department, Document Distribution Office, Charlestown, MA 02129.

All offers must be submitted by the 10:00 am deadline.

A Site visit will be held on Tuesday, July 27, 2010 at 10:00 a.m. Nut Island Headworks, 147 Sea Avenue, Quincy MA. Attendees must contact Connie Frederique at 617-788-2576 before 12:00 noon, on Monday, July 26, 2010 for access instructions.

Interested firms may obtain the complete Contract Documents from the Comm-PASS website (www.comm-pass.com) on or after Monday, July 19, 2010.

SALE TERMS AND CONDITIONS

1. Ineligible Bidders: Persons under the age of 18 years are not eligible to bid.

2. Property for Sale: Property offered for sale includes the following: twenty (20) Seibu Polymer Chemical Co., Ltd., 1000H x 2000L (S3) Type Rubber Fenders ("Fenders" or "Property").

3. Definitions:

A. Seller: The Massachusetts Water Resources Authority or MWRA.

B. Successful Bidder: The Bidder who has complied with all of the terms and conditions contained in the Contract Documents and who has submitted the highest purchase price bid amount. The Successful Bidder is alternately referred to as the Buyer.

C. Site: Nut Island Headworks, 147 Sea Avenue, Quincy, MA.

D. Contract Documents: The Sale Terms and Conditions, Sale Contact, Contract Document Availability, and other Bidding information, Bid Form, Bill of Sale and Insurance Requirements.

E. Agreement: Contract between the Massachusetts Water Resources Authority and the Buyer for the sale and removal of the Property.

4. Property Offered and Sold "As Is" "Where Is" "With All Faults":

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A. ALL PROPERTY IS OFFERED AND SOLD AS IS, WHERE IS, WITH ALL FAULTS.

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, THE MWRA EXPRESSLY DISCLAIMS

ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN

FACT, INCLUDING ANY WARRANTIES OF MECHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE.

B. THE SUCCESSFUL BUYER ACKNOWLEDGES AND AGREES THAT THE MWRA SHALL

GRANT, SELL, ASSIGN, TRANSFER AND CONVEY THE PROPERTY TO THE BUYER, AND

THE BUYER SHALL ACCEPT THE PROPERTY, ON THE BASIS SET FORTH ABOVE.

5. Bid Submission:

A. Bid Form: The Bid Form must be completed, signed and submitted under the exact name the successful Bidder wishes to have included as Buyer in the Bill of Sale, which will be issued by the MWRA to the successful Bidder after full payment has been made and the removal of the Property from the Site. THE BILL OF SALE WILL IDENTIFY THE SUCCESSFUL BIDDER AS THE BUYER.

NO SUBSTITUTE ENTITY DIFFERENT FROM THE SUCCESSFUL BIDDER IDENTIFIED

IN ITS BID SUBMISSION WILL BE LISTED AS THE BUYER IN THE BILL OF SALE.

B. Bid Deposit: Bids must be accompanied by a bid deposit in the form of a bid bond, or a certified check, bank treasurer's check or cashier's check, payable to the Massachusetts Water Resources Authority ("Authority") in the amount of $2,500.

BID DEPOSITS MADE IN THE FORM OF CASH, COMPANY CHECKS AND CREDIT CARDS

SHALL NOT BE PERMITTED.

C. Bid Review and Bid Rejection: MWRA reserves the right to reject any and all bids submitted if it is in the public interest to do so, or at any time to postpone or cancel the sale.

The MWRA may, at its sole discretion, waive a Bidder's non-compliance with all or part of the bid submission requirements contained in the Contract Documents.

6. Approval of Sale and Payment Deposit:

A. The Property described above will be sold to the Bidder who has complied with all of the terms and conditions contained in the Contract Documents and who has submitted the highest purchase price bid amount.

B. Within three (3) business days of the bid opening the apparent highest bidder shall be required to submit a payment deposit to the MWRA in the amount of $2,500 in the form of a certified check, bank treasurer’s check, money order, or cashiers check made payable to the Massachusetts Water Resource Authority. The payment deposit may not be made by cash, credit cards or by company check. The payment deposit which will be non-refundable, except in the case of sale cancellation by the MWRA, will be applied against the purchase price.

7. Insurance:

A. The Buyer shall purchase and maintain, at its own expense, all insurance policies and coverages specified in the attached Insurance Requirements. Insurance certificates evidencing all required insurance policies and coverages shall be submitted by the Buyer to the MWRA for its approval within three (3) business days of the bid opening.

8. Full Payment:

A. Within five (5) business days after receipt of its receipt of notice of approval of sale by the MWRA, the Buyer shall make full payment of the remainder purchase price due to the MWRA, minus the amount

- 2 -of the earlier made payment deposit.

B. Note: Cities and Towns within the MWRA Water and or Sewer Districts may submit a purchase order for payment for the Property for which they have received notification of sale approval.

9. Removal of Property from Site:

A. After making full payment of the remainder purchase price due to the MWRA, the Buyer shall immediately commence removal of the purchased Property from the Site. The Buyer shall have completed the removal of the purchased Property from the Site within thirty (30) calendar days after receipt of its of notice of approval of sale by the MWRA.

B. The MWRA is not responsible for loss, damage or theft to the Property. The Buyer shall take all necessary precautions to prevent any loss, damage or theft to the Property during removal operations.

C. The Buyer shall at all times keep the Site and all adjacent areas free from accumulation of rubbish, debris and waste materials. The Site shall be left broom clean at the end of each business day and after the final removal of the Property from the Site.

D. Individual fenders must be immediately removed from the Site after disconnection from the pier.

Disconnected fenders shall not be left or stored overnight at the Site.

E. Working hours at the Site shall be Monday through Friday between 7:00 a.m. and 3:00 p.m., excluding the following Authority observed holidays: New Year's Day; Martin Luther King's Birthday;

President's Day; Evacuation Day; Patriot's Day; Memorial Day; Bunker Hill Day; Independence Day;

Labor Day; Columbus Day; Veterans Day; Thanksgiving Day and Christmas Day. Any deviation from these set working hours shall require the MWRA's written permission.

F. Maximum allowable pier loading is subject to the following parameters, the adequacy of which shall be field verified by the Buyer prior to the commencement of any work:

- HS20-44 ASHTO Truck;

- 140 Ton Crane (Traveling load only);

- 40 Ton Truck Crane - On rubber lifts only and limited to 50 kips maximum wheel load;

- 1,000 psf uniform live load.

G. Manufacturer's specifications for the Fenders submitted to the MWRA at or around the time of their installation will be made available for viewing by interested parties. Parties interested in viewing this material are requested to contact Jay Coleman by telephone at (617) 788-2507 to arrange for a viewing appointment. The manufacturer's specifications will be provided solely for informational purposes. No representation is made that any information contained within the manufacturer's specifications is complete, or fit for any use, or fit to be relied upon by a bidder or anyone else, in the preparation of a bid for this Contract, either directly or indirectly. No representation is made that any information or conclusions contained in the manufacturer's specifications relate to, or accurately reflect, actual physical Site conditions or the current actual physical condition of the Property.

Any difference between actual physical conditions of the Site and the Property and the physical conditions shown, described, or opined on in the manufacturer's specifications shall not form the basis, in whole or in part, for a change to the purchase price.

10. Title to Property and Bill of Sale:

A. Title to the Property shall pass to the Buyer upon full payment of the purchase price by the Buyer to the MWRA and the Buyer's removal of the Property from the Site in accordance with all Contract Document requirements. Upon Buyer's removal of the Property from the Site in accordance with all Contract Document requirements, the MWRA will execute and deliver a Bill of Sale to the Buyer.

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11. Compliance with Law:

A. In performing all of its obligations under this Agreement, the Buyer shall perform all work in accordance with all applicable laws, statutes, regulations, ordinances, codes, standards, permits or other rules and requirements established by any governmental agency having any jurisdiction or control over any of the work. The Buyer shall give all Notices required by and shall otherwise comply with all laws, ordinances, rules, regulations, codes and lawful orders of any public authority bearing on the performance of the Work including, without limitation, applicable provisions of the State Building Code and applicable federal, state and local environmental laws.

12. Permits and Fees:

A. The Buyer shall secure and pay for all permits, approvals and governmental fees, costs or charges, licenses, inspections and certificates of inspection necessary for the proper execution and completion of the work.

13. Conflict of Interest and Bid Rigging:

A. The Massachusetts Conflict of Interest law and the MWRA Code of Conduct prohibit employees from purchasing or obtaining through others MWRA property either at auction or through any other transaction. This prohibition covers any purchases by an employee’s family members through which the employee either obtains or gains use of such property. Such purchases are treated as purchases by the employee and are a violation of Massachusetts law by the employee.

B. BID RIGGING IS A FELONY! Agreements among buyers at auctions not to be bid against each other for the purpose of purchasing goods at low and non-competitive prices can be a criminal violation of the Federal Antitrust Laws, punishable by heavy fines and imprisonment. The Sherman Act prohibits bid rigging agreements among competitors if they affect or restrain interstate commerce. Upon conviction conviction, individuals are subject to a maximum fine of one million dollars.

14. Time is of the Essence:

A. TIME IS OF THE ESSENCE IN THE TIMELY PERFORMANCE AND COMPLETION OF

ALL OF THE BUYER'S OBLIGATIONS AND WORK UNDER THE AGREEMENT, AND THE

PERFORMANCE AND COMPLETION OF ALL OF THE BUYER'S OBLIGATIONS AND

WORK WITHIN THE SPECIFIED DEADLINE TIME PERIOD(S) IS A MATERIAL ELEMENT

OF THIS AGREEMENT.

15. Allocation of Liability:

A. Indemnity - The Buyer shall at its own expense defend, indemnify and hold harmless the MWRA, its directors, officers, employees, and representatives from and against all claims, causes of action, suits, costs, loss, damage and expense, including attorneys' fees, for any bodily injury or property damage, claim for fee or commission, or claim made for federal, state or local sales or use tax liability, occasioned by any intentional or negligent acts, errors or omissions, or by any breach of contractual duties, by the Buyer and by anyone employed by the Buyer, including subcontractors and their employees. Such obligation shall not be construed to negate or abridge any other obligation of indemnification running to the Seller which would otherwise exist. The MWRA shall give the Buyer prompt and timely Notice of any claims, threatened or made, or suit instituted against it which could result in a claim for indemnification hereunder, provided, however, that lack of such Notice shall not be deemed a waiver of the Buyer's obligation to indemnify the MWRA. The MWRA will cooperate with the Buyer in the defense of such a claim.

B. Limitation of Liability - The Seller shall have no liability to the Buyer under the Agreement for any damages, including any claims for loss of revenue or profit, or administrative costs, or for any unrecovered overhead costs for loss of revenue or profit, caused by the MWRA as a result of any act, inaction, error,

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- 5 -omission, negligent or reckless act, breach of Contract, or act of intentional misconduct arising out of, or resulting from, the sale of the Property to the Buyer.

It is further agreed that the Seller shall at no time be liable to the Buyer under the Contract for any special, incidental, indirect or consequential loss or damage of any nature, due to any cause whatsoever, arising out of, or resulting from, the sale of the Property to the Buyer.

16. Entire Agreement:

A. The entirety of the Contract Documents contained herein constitutes the entire Agreement between the Buyer and the MWRA and supersedes any prior or contemporaneous understanding or agreement with respect to the sale of the Property by the MWRA to the Buyer, and the performance of all of the respective responsibilities and obligations on the part of the Buyer and the MWRA contemplated under such Contract Documents. The Contract Documents shall be amended only by a written Amendment executed by both the Buyer and the MWRA.

ATTACHMENTS

- BID FORM

- BILL OF SALE

- INSURANCE REQUIREMENTS