DouglasMAFY2019Type1AmbulanceIFB.pdf

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TOWN OF DOUGLAS

Kevin D. Morse – Chairman

David P. Cortese – Vice Chairman Timothy P. Bonin

Harold R. Davis

Michael D. Hughes

OFFICE OF THE SELECTMEN

29 Depot Street • Douglas, MA 01516

508-476-4000 Fax: 508-476-1070

TTY 508-476-1619

Matthew J. Wojcik Town Administrator

Suzanne L. Kane Administrative Assistant

Douglas Fire Department

Invitation for Bids (IFB)

Type 1 Ambulance

Introduction:

In order to provide our citizens with the highest quality of emergency medical services, the Town of Douglas is seeking bids from qualified providers for one, new Type 1 ambulance, associated equipment, and warranties, as specified herein.

For questions regarding this IFB contact:

Kent F. Vinson, Fire Chief

Phone: 508-341-2453

Email: kvinson@douglasma.org

This bid package will be available at the Board of Selectmen’s Office, 29 Depot Street, Douglas, MA and on the Town website, www.douglas-ma.gov, until 5:00 PM on June 4, 2019.

Key dates, addresses and instructions:

Rule for award: The Town of Douglas will award the contract to the responsible and responsive vendor who submits the lowest total price for the ambulance, associated equipment and applicable warranty(ies).

Bid submission and modification requirements:

o Questions regarding this IFB must be submitted to Chief Vinson no later than 12:00

PM on June 4, 2019. All questions and answers, as well as any amendments to this

IFB, will be posted on the Town website, www.douglas-ma.gov up until 5:00 PM on

June 4, 2019.

o Bid responses must be in writing and submitted in hard copy in a sealed envelope marked with the Bidder’s name and “FY 2019 Type 1 Ambulance” at the Board of Selectmen’s Office, 29 Depot Street, Douglas, MA 01516 no later than 10:00 AM on Tuesday, June 11, 2019, at which time all bids will be opened and read aloud in the Resource Room of the Municipal Center at the above address.

mailto:kvinson@douglasma.org http://www.douglas-ma.gov/ http://www.douglas-ma.gov/

2 | P a g e o Bid modifications must be in writing and submitted to the above address in a sealed envelope marked with the Bidder’s name and “FY 2019 Type 1

Ambulance – Bid Modification.” The Town will only open the bid modification most recently received, therefore, every modification must include the entire bid sheet.

Bid review process: All bids will be considered in accordance with the following process:

o Bid responses must be in writing and submitted in hard copy at the Board of

Selectmen’s Office, 29 Depot Street, Douglas, MA 01516 no later than 10:00

AM on Tuesday, June 11, 2019, at which time all bids will be opened and read aloud in the Resource Room of the Municipal Center at the above address.

o All bids are a public record once opened.

o The Chief, and/or his designees, will review all bids received for their responsiveness to the minimum requirements appearing in Attachment A, the written purchase description, and any amendments made thereto and posted no later than 5:00 PM on June 4, 2019.

o The Chief, and/or his designees, will also review all bidders with respect to their status as responsible bidders as defined by Massachusetts procurement laws.

o The Town will waive minor errors or omissions in bids, or allow a bidder to correct them.

o No later than 4:00 PM on Tuesday, June 18, 2019 the Town will publish the name of the lowest responsive and responsible bidder on the Town website and execute a purchase contract immediately thereafter, but in any event no later than June 25, 2019.

o The winning bidder must provide the new ambulance and all other equipment specified no later than 90 calendar days after the date of the executed contract, or late penalties will apply.

The written contract the vendor must enter into with the Town appears as Attachment

B to this IFB.

The Town reserves the right to reject any or all bids at any time in the process, if in the best interest of the Town to do so.

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Town of Douglas

FY 2019 Type 1 Ambulance

BID SHEET

For a bid to be deemed responsive, it must include all of the information required by this bid sheet.

TOTAL PRICE for one, new Type 1 ambulance, associated equipment, and applicable warranties, as specified in this IFB, inclusive of Attachment A, the written purchase description:

BIDDER /AUTHORIZED AGENT SIGNATURE: _____________________________

DATE: ______________________________

STATEMENT OF COMPLIANCE WITH THE REVENUE ENFORCEMENT

AND PROTECTION PROGRAM

Pursuant to M.G.L. Chapter 62C, Section 49A, I certify under the penalties of perjury that I, to my knowledge and belief, am in compliance with all laws of the Commonwealth relating to taxes, have filed all state tax returns and paid all state taxes required under law.

Signature of Individual/Owner*:

Typed/Printed Name of Person Signing Bid:

Name of Business or Company:

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Business Address: _______________________________________________

Social Security** (voluntary) Or Employer’s

Federal Identification Number: __________________________________________

Date: ___________

* Approval of a contract or other agreement will not be granted unless this certification clause is signed by the applicant.

** Your Social Security Number will be furnished to the Massachusetts Department of

Revenue to determine whether or not you have met tax filing or tax payment obligations.

Providers that fail to correct their non-filing or delinquency will not have a contract or other agreement issued, renewed, or extended. This request is made under the authority of Massachusetts General laws, Chapter 62C, Section 49A.

CERTIFICATE OF NON-COLLUSION

The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person.

As used in this certification, the word “person” shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals.

Business Name:

Signature of Individual Submitting Bid or Proposal:

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Business address:

Date: _________________________________

[this space intentionally left blank; proceed to Certificate of Authority]

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CERTIFICATE OF AUTHORITY

At a duly authorized meeting of the Board of Directors of the

__________________________ held on ________________ at which all the

(Name of Corporation) (Date)

Directors were present or waived notice, it was voted that

__________________________________________ of this company be and is hereby

(Officer and Title) authorized to execute contracts and bonds in the name and on behalf of said company, and affix its Corporate Seal thereto, and such execution of any contract of obligation in this company’s name on its behalf of such ____________________________________

(Officer)

Under seal of the company shall be valid and binding upon this company.

A TRUE COPY,

ATTEST: __________________________________

Place of Business: ___________________________

I hereby certify that I am the _____________________of the ______________________

(Title) (Name of Corporation) that ____________________________ is the duly elected__________________________

(Name of Officer) (Title) of said company, and the above vote has not been amended or rescinded and remains in full force and effect as of the date of this contract.

Signature: __________________________________

Name/Title:_________________________________

Date: __________________________________

(Corporate Seal)

COMMONWEALTH OF MASSACHUSETTS

WORCESTER, SS. ________, 2019

Then personally appeared the above named ___________________________and acknowledged the foregoing instrument to be his/her free act and deed before me.

Notary Public – My commission expires:_________

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Kevin D. Morse – Chairman

David P. Cortese – Vice Chairman Timothy P. Bonin

Harold R. Davis

Michael D. Hughes

OFFICE OF THE SELECTMEN

29 Depot Street • Douglas, MA 01516

508-476-4000 Fax: 508-476-1070

TTY 508-476-1619

Matthew J. Wojcik Town Administrator

Suzanne L. Kane Administrative Assistant

ATTACHMENT A: WRITTEN PURCHASE DESCRIPTION

May 7, 2019

TYPE 1 AMBULANCE AND ASSOCIATED EQUIPMENT

Pursuant to Massachusetts General Laws, Chapter 30B, the Town of Douglas is providing this written purchase description as a guide for vendors wishing to respond to an Invitation for Bids

(IFB) for one new Type 1 ambulance and associated equipment, as specified herein.

Decision rule: The contract for the desired item(s) will be awarded to the responsive and responsible vendor who offers the lowest total price to the Town. The Town purchased another ambulance one year ago and requires that major equipment be compatible with its existing ambulance and equipment. The Town will purchase the ambulance, associated equipment and warranty options as a complete package.

Minimum quality requirements: All proposals must meet the criteria below to be considered responsive to this IFB. The vehicle will be a front line emergency medical first response vehicle for the Town. Minimum quality requirements as follows:

must meet KKK-1822-F Standard, up to and including the Change #11 notice;

gasoline powered engine;

heavy duty suspension;

vehicle must be equipped with a Stryker power assisted stretcher loading system;

include Stryker power stretcher compatible with loading system;

traffic pre-emption device;

back up camera system;

inverter with 1200 watt minimum capacity;

IV fluids warmer;

radio usable on UHF and VHF bands;

vehicle must be painted RED;

cabinet for two self-contained breathing apparatus (SCBA) setups with brackets;

all emergency and scene lighting must be LED technology;

interior and exterior lighting must be a typical ambulance package providing adequate lighting for all emergency medical response needs patient compartment must have cardiac monitor tower on curb side;

must include rear chevrons for highway safety and visibility;

vehicle will be covered by a minimum three (3) year conversion warranty, seven (7) year electrical warranty and lifetime structural warranty.

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ATTACHMENT B: SAMPLE CONTRACT

CONTRACT

(GOODS / SERVICES)

CONTRACT #__________

DATE: _________________ ___

This Contract is entered into on, or as of, this date by and between the Town of

Douglas (the “Town”), and

Contractor:

Address:

Telephone Number:

Fax Number:

1. This is a Contract for the procurement of the following: One new Type 1 ambulance, associated equipment and applicable warranties as specified in the written purchase description, appearing as Attachment A of the Invitation for

Bids.

2. The Contract price to be paid to the Contractor by the Town of Douglas is:

3. Payment will be made as follows:

Net 30 days from date of delivery of the ambulance

4. Definitions

4.1 Acceptance: All Contracts require proper acceptance of the described goods or services by the Town of Douglas. Proper acceptance shall be understood to include inspection of goods and certification of acceptable performance for services by authorized representatives of the Town to insure that the goods or services are complete and are as specified in the Contract.

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4.2 Contract Documents: All documents relative to the Contract including

(where used) Invitation to Bid, Request for Proposals, Instructions to

Bidders/Proposers, Proposal Form, General Conditions, Supplementary

General Conditions, General Specifications, Other Specifications included in Project Manual, Drawings, and all Addenda issued during the bidding period or proposal. The Contract documents are complementary, and what is called for by any one shall be as binding as if called for by all. The intention of the document is to include all labor and materials, equipment and transportation necessary for the proper performance of the Contract.

4.3 The Contractor: The “other party” to any Contract with the Town. This term shall (as the sense and particular Contract so require) include Vendor, Contractor, Engineer, or other label used to identify the other party in the particular Contract. Use of the term “Contractor” shall be understood to refer to any other such label used. The Contractor’s relationship to the

Town is that of an independent contractor and not that of an agent or employee of the Town.

4.4 Date of Substantial Performance: The date when the work is sufficiently complete, the services are performed, or the goods delivered, in accordance with Contract documents, as modified by approved Amendments and

Change Orders.

4.5 Goods: Goods, Supplies or Materials.

4.6 Sub-Contractor: Those having a direct Contract with the Contractor. The term includes one who furnished material worked to a special design according to the Drawings or Specifications of this work, but does not include one who merely furnishes material not so worked.

4.7 Work: The services or materials contracted for, or both.

5. Term of Contract and Time for Performance

This Contract shall be fully performed by the Contractor in accordance with the provisions of the Contract Documents on or before _90 calendar days from the date of the execution of this contract, unless extended pursuant to a provision for extension contained in the Contract documents at the sole discretion of the Town, and not subject to assent by the Contractor, and subject to the availability and appropriation of funds as certified by the Town Accountant.

6. Subject to Appropriation

Notwithstanding anything in the Contract documents to the contrary, any and all payments which the Town is required to make under this Contract shall be subject to appropriation or other availability of funds as certified by the Town Accountant.

The Town may immediately terminate or suspend this Agreement without liability on the part of the Town for damages, penalties or other charges in the event the appropriation funding this Agreement is terminated or reduced to an amount which will be insufficient to support anticipated future obligations under this Agreement.

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7. Permits and Approvals

Permits, Licenses, Approvals and all other legal or administrative prerequisites to its performance of the Contract shall be secured and paid for by the Contractor.

8. Termination and Default

8.1 Without Cause. The Town may terminate this Contract at its sole discretion on seven (7) calendar days’ notice when in the best interests of the Town by providing notice to the Contractor, which shall be in writing and shall be deemed delivered and received when given in person to the Contractor, or when received by fax, express mail, certified mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate method evidencing actual receipt by the Contractor. Upon termination without cause, Contractor will be paid for services rendered to the date of termination.

8.2 For Cause. If the Contractor is determined by the Town to be in default of any term or condition of this Contract, the Town may terminate this Contract on seven (7) days’ notice by providing notice to the Contractor, which shall be in writing and shall be deemed delivered and received when given in person to the Contractor, or when received by fax, express mail, certified mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate method evidencing actual receipt by the Contractor.

8.3 Default. The following shall constitute events of a default under the Contract:

1) any material misrepresentation made by the Contractor to the Town; 2) any failure to perform any of its obligations under this Contract including, but not limited to the following: (i) failure to commence performance of this Contract at the time specified in this Contract due to a reason or circumstance within the Contractor’s reasonable control, (ii) failure to perform this Contract with sufficient personnel and equipment or with sufficient material to ensure the completion of this Contract within the specified time due to a reason or circumstance within the Contractor’s reasonable control, (iii) failure to perform this Contract in a manner reasonably satisfactory to the Town, (iv) failure to promptly re-perform within a reasonable time the services that were rejected by the Town as unsatisfactory, or erroneous, (v) discontinuance of the services for reasons not beyond the Contractor’s reasonable control, (vi) failure to comply with a material term of this Contract, including, but not limited to, the provision of insurance and non-discrimination, (vii) any other acts specifically and expressly stated in this Contract as constituting a basis for termination of this Contract, and (viii) failure to comply with any and all requirements of federal or state law and/or regulations, and Town bylaws and/or regulations.

9. The Contractor’s Breach and the Town’s Remedies

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Failure of the Contractor to comply with any of the terms or conditions of this

Contract shall be deemed a material breach of this Contract, and the Town of

Douglas shall have all the rights and remedies provided in the Contract documents, the right to cancel, terminate, or suspend the Contract in whole or in part, the right to maintain any and all actions at law or in equity or other proceedings with respect to a breach of this Contract, including damages and specific performance, and the right to select among the remedies available to it by all of the above.

From any sums due to the Contractor for services, the Town may keep the whole or any part of the amount for expenses, losses and damages incurred by the Town as a consequence of procuring services as a result of any failure, omission or mistake of the Contractor in providing services as provided in this Contract.

10. Statutory Compliance

10.1 This Contract will be construed and governed by the provisions of applicable federal, state and local laws and regulations; and wherever any provision of the Contract or Contract documents shall conflict with any provision or requirement of federal, state or local law or regulation, then the provisions of law and regulation shall control. Where applicable to the

Contract, the provisions of the Massachusetts General Laws are incorporated by reference into this Contract, including, but not limited to, the following:

M.G.L. Chapter 30B: Procurement of Goods and Services.

M.G.L. Chapter 30, Sec. 39, et seq: Public Works Contracts.

M.G.L. Chapter 149, Section 44A, et seq: Public Buildings Contracts.

10.2 Wherever applicable law mandates the inclusion of any term and provision into a municipal contract, then it shall be understood that this Agreement shall import such term or provision into this Contract. To whatever extent any provision of this Contract shall be inconsistent with any law or regulation limiting the power or liability of cities and towns, such law or regulation shall control.

10.3 The Contractor shall give all notices and comply with all laws and regulations bearing on the performance of the Contract. If the Contractor performs the Contract in violation of any applicable law or regulation, the

Contractor shall bear all costs arising therefrom.

10.4 The Contractor shall keep itself fully informed of all existing and future

State and National Laws and Municipal By-laws and Regulations and of all orders and decrees of any bodies or tribunals having jurisdiction in any manner affecting those engaged or employed in the work, of the materials used in the work or in any way affecting the conduct of the work. If any discrepancy or inconsistency is discovered in the Drawings, Specifications, Scope of Business or Contract for this work in violation of any such law, by-law, regulation, order or decree, it shall forthwith report the same in writing to the Town. It shall, at all times, itself observe and comply with all such

12 | P a g e existing and future laws, by-laws, regulations, orders and decrees; and shall protect and indemnify the Town of Douglas, and its duly appointed agents against any claim or liability arising from or based on any violation whether by it or its agents, employees or subcontractors of any such law, by-law, regulation or decree.

11. Conflict of Interest

Both the Town and the Contractor acknowledge the provisions of the State Conflict of Interest Law (General Laws c268A), and this Contract expressly prohibits any activity which shall constitute a violation of that law. The Contractor shall be deemed to have investigated the application of M.G.L. c268A to the performance of this Contract; and by executing the Contract documents the Contractor certifies to the Town that neither it nor its agents, employees, or subcontractors are thereby in violation of General Laws Chapter 268A.

12. Certification of Tax Compliance

This Contract must include a certification of tax compliance by the Contractor, as required by General Laws c62C, Section 49A (Requirement of Tax Compliance by

All Contractors Providing Goods, Services, or Real Estate Space to the

Commonwealth or Subdivision).

13. Affirmative Action; Non-Discrimination

The Contractor will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c151B (Law

Against Discrimination) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended.

The Contractor shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law.

14. Condition of Enforceability Against the Town

This Contract is only binding upon, and enforceable against, the Town if: (1) the

Contract is signed by the Town Administrator or its designee; and (2) endorsed with approval by the Town Accountant as to appropriation or availability of funds; and

(3) endorsed with approval by the Town Counsel as to form.

15. Corporate Contractor

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If the Contractor is a corporation, it shall endorse upon this Contract (or attach hereto) its Clerk’s Certificate or if a Limited Liability Corporation, a Manager’s

Certificate or other documentation satisfactory to the Town certifying the corporate capacity and authority of the party signing this Contract for the corporation. Such certificate shall be accompanied by a letter or other instrument stating that such authority continues in full force and effect as of the date the Contract is executed by the Contractor. This Contract shall not be enforceable against the Town of Douglas unless and until the Contractor complies with this section.

The Contractor, if a foreign corporation, shall comply with the provisions of the

General Laws, c181, §3, and any Acts and Amendments thereof, and in addition thereto, relating to the appointment of the Commissioner of Corporations as its attorney, shall file with the Commissioner of Corporations a Power of Attorney and duly authenticated copies of its Charter or Certificate of Incorporation; and said

Contractor shall comply with all the laws of the Commonwealth.

16. Liability of Public Officials

To the full extent permitted by law, no official, employee, agent or representative of the Town of Douglas shall be individually or personally liable on any obligation of the Town under this Contract.

17. Indemnification

The Contractor shall indemnify, defend and save harmless the Town, the Town’s officers, attorneys, agents and employees, from and against any and all damages, liabilities, actions, suits, proceedings, claims, demands, losses, costs, expenses, recoveries and judgments of every nature and description (including reasonable attorneys’ fees) that may arise in whole or in part out of or in connection with the work being performed or to be performed, or out of any act or omission by the

Contractor, its employees, agents, subcontractors, material men, and anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by any party indemnified hereunder. The Contractor further agrees to reimburse the Town for damage to its property caused by the Contractor, its employees, agents, subcontractors or material men, and anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including damages caused by his, its’ or their use of faulty, defective, or unsuitable material or equipment, unless the damage is caused by the Town’s gross negligence or willful misconduct. The existence of insurance shall in no way limit the scope of the

Contractor’s indemnification under this contract.

18. Workers Compensation Insurance

The Contractor shall provide by insurance for the payment of compensation and the furnishing of other benefits under Chapter 152 of the General Laws of

Massachusetts (The Worker’s Compensation Act) to all employees of the

Contractor who are subject to the provisions of Chapter 152 of the General Laws of

Massachusetts.

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Failure to provide and continue in force such insurance during the period of this

Contract shall be deemed a material breach of this Contract, shall operate as an immediate termination thereof, and the Contractor shall indemnify the Town for all losses, claims, and actions resulting from the failure to provide the insurance required by this Article.

The Contractor shall furnish to the Town evidence of such insurance prior to the execution of this Contract in a form satisfactory to the Town before the same shall be binding on the parties thereto, except if specifically waived by the Town.

18.1 The Contractor further understands and agrees that in rendering services to the town under this Contract that the Contractor is an independent contractor and not an employee of the Town, that the Contractor is not covered by the

Town’s Workers’ Compensation, or liability insurance, that the Contractor shall not make any claim against the Town, its officers, agents and employees and that the Contractor indemnifies, holds harmless, and releases the Town from any claims of the Contractor or of any other party that may arise in whole or in part out of or in connection with the work being performed by the Contractor.

19. Documents, Materials, Etc.

Any materials, reports, information, data, etc. given to or prepared or assembled by the Contractor under this Contract are to be kept confidential and shall not be made available to any individual or organization by the Contractor (except agents, servants, or employees of the Contractor) without the prior written approval of the

Town, except as otherwise required by law. The Contractor shall comply with the provisions of Chapter 66 and Chapter 66A of the General Laws of Massachusetts as they relates to public documents, and all other state and federal laws and regulations relating to confidentiality, security, privacy and use of confidential data.

Any materials produced in whole or in part under this Contract shall not be subject to copyright, except by the Town, in the United States or any other country. The

Town shall have unrestricted authority to, without payment of any royalty, commission, or additional fee of any type or nature, publicly disclose, reproduce, distribute and otherwise use, and authorize others to use, in whole or in part, any reports, data or other materials prepared under this Contract.

All data, reports, programs, software, equipment, furnishings, and any other documentation or product paid for by the Town shall vest in the Town. The

Contractor shall at all times, during or after termination of this Contract, obtain the prior written approval of the Town before making any statement bearing on the work performed or data collected under this Contract to the press or issues any material for publication through any medium.

20. Confidentiality

The Contractor shall comply with M.G.L. c66A if the Contractor becomes a

“holder” of “personal data”. The Contractor shall also protect the physical security

15 | P a g e and restrict any access to personal or other Town data in the Contractor’s possession, or used by the Contractor in the performance of this Contract, which shall include, but is not limited to the Town’s public records, documents, files, software, equipment or systems.

21. Record-Keeping and Retention, Inspection of Records

The Contractor shall maintain records, books, files and other data as specified in this Contract and in such detail as shall properly substantiate claims for payment under this Contract, for a minimum retention period of seven (7) years beginning on the first day after the final payment under this Contract, or such longer period as is necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving this Contract. The Town shall have access during the

Contractor’s regular business hours and upon reasonable prior notice, to such records, including on-site reviews and reproduction of such records at a reasonable expense.

22. Assignment

The Contractor shall not assign or delegate, in whole or in part or otherwise transfer any liability, responsibility, obligation, duty or interest under this Contract without the written approval of the Town.

23. Subcontracting By Contractor

Any subcontract entered into by the Contractor for the purposes of fulfilling the obligations under this Contract must be in writing, authorized in advance by the

Town and shall be consistent with and subject to the provisions of this Contract.

Subcontracts will not relieve or discharge the Contractor from any duty, obligation, responsibility or liability arising under this Contract. The Town is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a party.

24. Risk of Loss

The Contractor shall bear the risk of loss for any Contractor materials used for this

Contract and for all deliveries, and personal or other data which is in the possession of the Contractor or used by the Contractor in the performance of this Contract until possession, ownership and full legal title to the deliverables are transferred to and accepted by the Town.

25. Minimum Wage/Prevailing Wage

The Contractor will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c151, §1, et seq. (Minimum Wage Law) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. If applicable, the Contractor will at all times comply with the wage rates as determined by the Commissioner of the Department of Labor and

Industries, under the provisions of General Laws c149, §§26 to 27D (Prevailing

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Wage Law), as shall be in force and as amended. The Contractor will, in addition to any other submissions required by the Prevailing Wage Law, submit certified weekly payrolls to the Town with the information described in General Laws c149, §27B.

26. Audit, Inspection and Recordkeeping

At any time during normal business hours, and as often as the Town may deem it reasonably necessary, there shall be available in the office of the Contractor for the purpose of audit, examination, and/or to make excerpts or transcript all records, contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement.

27. Payment

The Town agrees to make all reasonable efforts to pay to the Contractor the sum set forth in the Contractor’s bid or proposal within thirty (30) days of receipt of an invoice detailing the work completed and acceptance from the Town of the work completed.

28. Waiver and Amendment

Amendments, or waivers of any additional term, condition, covenant, duty or obligation contained in this Contract may be made only by written amendment executed by all signatories to the original Contract, prior to the effective date of the amendment.

To the extent allowed by law, any conditions, duties, and obligations contained in this Contract may be waived only by written agreement by both parties.

Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any manner limit the legal or equitable remedies available to that party. No waiver by either party of any default or breach shall constitute a waiver of any subsequent default or breach of a similar or different matter.

29. Forum and Choice of Law

This Contract and any performance herein shall be governed by and be construed in accordance with the laws of the Commonwealth of Massachusetts. Any and all proceedings or actions relating to subject matter herein shall be brought and maintained in the courts of the Commonwealth of Massachusetts, which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legal rights of the parties.

30. Notices

Any notice permitted or required under the provisions of this Contract to be given or served by either of the parties hereto upon the other party hereto shall be in writing and signed in the name or on the behalf of the party giving or serving the same. Notice shall be deemed to have been received at the time of actual service or

17 | P a g e three (3) business days after the date of a certified or registered mailing properly addressed. Notice to the Contractor shall be deemed sufficient if sent to the address set forth in the Contract and to the Town of Douglas by being sent to the Town

Administrator, Municipal Center, 29 Depot Street, Douglas, Massachusetts 01516.

31. Binding on Successors

This Contract shall be binding upon the Contractor, its assigns, transferees, and/or successors in interest (and where not corporate, the heirs and estate of the

Contractor).

32. Complete Contract

This instrument, together with its endorsed supplements, and the other components of the contract documents, constitutes the entire contract between the parties, with no agreements other than those incorporated herein.

33. Contractor Certifications

33.1 By signing this contract, the Contractor certifies under the penalties of perjury that pursuant to General Laws c62C §49A, the Contractor has filed all state tax returns, paid all taxes and complied with all laws of the

Commonwealth relating to taxes; and that pursuant to General Laws c151A, §19A, the Contractor has complied with all laws of the Commonwealth relating to contributions and payments in lieu of contributions.

33.2 By signing this contract, the Contractor certifies under the penalties of perjury that this contract has been obtained in good faith and without collusion or fraud with any other person. As such in this certification, the word “person” shall mean any natural person, business, partnership, corporation, union, committee, client or other organization, entity or group of individuals.

33.3 Qualifications. The Contractor certifies it is qualified and shall at all times remain qualified to perform this Contract, that performance shall be timely and meet or exceed industry standards for the performance required, including obtaining requisite licenses, registrations, permits, resources for performance, and sufficient professional, liability, and other appropriate insurance to cover the performance. If the Contractor is a corporation, the

Contractor certifies that it is in good standing with the office of the

Secretary of State. If the Contractor is a foreign business, the Contractor certifies that it is listed under the Secretary of State’s website as licensed to do business in Massachusetts, as required by law.

33.4 Business Ethics and Fraud, Waste and Abuse Prevention. The Contractor certifies that performance under this Contract, in addition to meeting the terms of the Contract, will be made using ethical business standards and good stewardship of taxpayer and other public funding and resources to prevent fraud, waste and abuse.

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33.5 Debarment. The Contractor certifies that neither it nor any of its subcontractors are currently debarred or suspended by the federal or state government under any law or regulations including, Executive Order 147, M.G.L. c29, §29F, M.G.L. c30, §39R, M.G.L. c149, §27C, M.G.L. c149, §44C, M.G.L. c149, §148B and M.G.L. c152, §25C.

34. Additional Provisions:

34.1 Applicable to Contracts for the Procurement of Goods

34.1.1 “Goods” shall mean Goods, Supplies, or Materials, as described in the Contract.

34.1.2 Change Orders:

Change orders for contracts subject to M.G.L. c30B may not increase the total contract price by more than twenty-five (25.0%) percent and shall be in compliance with Massachusetts General

Laws c30B, §13.

This Contract for purchase includes the following delivery, installation or setup requirements:

The ambulance and associated equipment must be delivered to the

Douglas Fire Department, 64 Main Street, Douglas, MA no later than

5:00 PM ninety (90) calendar days from the execution (signing) of this contract by all parties. Failure to meet this delivery deadline will result in a $250 per day late delivery penalty that will be applied against the contract price. By signing this Contract, the vendor/contractor accepts this term.

34.2 Applicable to Contracts for Services

34.2.1 “Services” shall mean furnishing of labor, time, or effort by the

Contractor. This term shall not include employment agreements, collective bargaining agreements, or grant agreements.

34.2.2 Change Orders:

Change orders for contracts subject to Massachusetts General Laws c30B may not increase the total contract price by more than twenty-five (25%) per cent and shall be in compliance with Massachusetts

General Laws c30B, §13.

34.2.3 Minimum Wage/Prevailing Wage:

The Contractor will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to

General Laws c151, §1, et seq. (Minimum Wage Law) and any executive orders, rules, regulations, and requirements of the

Commonwealth of Massachusetts as they may from time to time be amended. If applicable, the Contractor will at all times comply with the wage rates as determined by the Commissioner of the

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Department of Labor and Industries, under the provisions of General

Laws c149, §§26 to 27D (Prevailing Wage Law), as shall be in force and as amended. The Contractor will, in addition to any other submissions required by the Prevailing Wage Law, submit certified weekly payrolls to the Town with the information described in

General Laws c149, §27B.

34.2.4 Insurance:

The Contractor shall obtain and maintain the following insurance:

34.2.4.1 Workers Compensation Insurance of the scope and amount required by the laws of the Commonwealth of

Massachusetts.

34.2.4.2 Broad Form Commercial General Liability coverage with limits of at least $1 Million per occurrence and $2 Million aggregate, and which shall cover bodily injury, death, or property damage arising out of the work.

34.2.4.3 Automobile Liability Coverage, including coverage for owned, hired, or borrowed vehicles with limits of at least

$1 Million per person, and $1 Million per accident. The intent of the Specifications regarding insurance is to specify minimum coverage and minimum limits of liability acceptable under the Contract. However, it shall be the

Contractor’s responsibility to purchase and maintain insurance of such character and in such amounts as will adequately protect it and the Town from and against all claims, damages, losses and expenses resulting from exposure to any casualty liability in the performance of the work.

34.2.4.3 All required insurance shall be certified by a duly

authorized representative of the insurers on the “MIIA” or

“ACORD” Certificate of Insurance form incorporated into and made a part of this agreement. Properly executed certificates signifying adequate coverage in effect for the duration of the contract with renewal certificates issued not less than 30 days prior to expiration of a policy period, must be submitted to the Town prior to commencement of this Contract.

34.2.4.4 The Town shall be named as an additional insured on the above referenced liability policies, and the Contractor’s insurance shall be the primary coverage. The cost of such insurance, including required endorsements or amendments, shall be the sole responsibility of the

Contractor.

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34.2.4.5 Contractual liability must recognize the indemnities contained in this Agreement.

34.2.4.6 Coverages are to be maintained for a period of two (2) years after final payment.

34.2.4.7 The Contractor shall maintain all required insurance in full force and effect as required by this Contract or the

Contractor shall be in material breach hereof.

IN WITNESS WHEREOF the parties have hereto and to two other identical instruments set forth their hands the day and year first above written.

THE TOWN THE CONTRACTOR

Division/Department Head Company Name

Town Administrator Date Signature Date

Print Name & Title

Federal Identification

No.:___________________________

CERTIFICATION AS TO AVAILABILITY OF FUNDS:

Town Accountant Date