IFB 26-6090 ON-CALL AND EMERGENCY UTILITY CONSTRUCTION SERVICES.pdf

IFB 26-6090

On-Call and Emergency Utility Const Services

Town of Westborough

Department of Public Works

IFB 26-6090

On-Call and Emergency Utility Construction Services

First Year of three-year renewable contract

LEGAL NOTICE

TOWN OF WESTBOROUGH, MASSACHUSETTS

IFB 26-6090

ON-CALL AND EMERGENCY UTILITY CONSTRUCTION SERVICES

The Town of Westborough, Massachusetts, acting by and through its Purchasing Department, invites sealed bids for “On-Call and Emergency Utility Construction Services”. This agreement is for a one-year contract with the option to renew the contract for two additional one-year periods. All prices are to remain firm for each one-year period.

One month before the end of each contract year, the contractor shall provide a revised price list for the Town’s review. The Town has the option to accept or reject that proposal.

This option to renew is exercisable solely at the Town’s discretion.

Bidders must be experienced in one or all of the following, but not limited to, the installation, repair, and maintenance of water, sewer, and/or drainage piping and valves of various sizes, types and manufacturers and related work with the Town’s streets, pumping stations, and utility infrastructure.

This project is being Electronically Bid (E-Bid). You can register to become a bidder (free) online at www.BidNetDirect.com. For assistance, contact BidNetDirect.com at 800-835-4603.

Bid Documents will be available online beginning at 9 AM on July 23, 2025 at https://www.bidnetdirect.com/massachusetts/townwestborough. All plan holders must have an active online account on www.bidnetdirect.com to acquire documents, receive project notifications and receive addenda. It is the responsibility of prospective proposers to check www.BidNetDirect.com for new information via any addenda to this solicitation.

Any addenda issued will be emailed to all plan holders registered with BidNetDirect.

Sealed bids will be received by the Procurement Officer, DPW, 131 Oak St, Westborough, MA 01581, until 2:00PM on August 12, 2025 at which time all bids will be opened and publicly read aloud.

Sealed bids must have an outer envelope endorsed with the name and business address of the bidder and marked as “IFB 26-6090 On-Call and Emergency Utility Construction Services”. The Town may award up to three (3) Contractors under this procurement.

All bids for this project are subject to the provisions of Massachusetts General Laws Chapter 30, Section 39M as amended. The contract will be awarded to the responsive, responsible bidder offering the lowest price for the supplies/services specified in the IFB.

Responsible bidders must submit all documents described in the bid submission.

All bidders shall furnish with their Bid a bid bond, certified check, treasurer’s check, or cashier’s check issued by a responsible bank or trust company, in the amount of 5% of the total amount of the bid and made payable to the Town of Westborough, Massachusetts.

Wages are subject to Massachusetts minimum wage rates as per M.G.L. Chapter 149, Sections 26 to 27D inclusive.

The Town of Westborough reserves the right to waive any informality in or to reject any or all bids or to accept any bid, which in their opinion, is in the public interest to do so.

The Town is an Equal Opportunity Employer and encourages MBE/WBE/DBE participation in response to the bid process.

Tina Cote Procurement Officer tcote@westboroughma.gov

TABLE OF CONTENTS

SECTION 1

Bid No. 26-6090 Cover Sheet

Legal Notice

Scope of Work

General Specifications

Construction Company Qualification

Summary of Documents Required with the Bid

SECTION 2

Bid Forms

Itemized Bid Table 1

Itemized Bid Table 2

Itemized Bid Table 3

Certifications Required By Law for Public Construction Contracts

SECTION 3

Sample Contract Agreement

Certificate of Corporate Vote Form

TOWN OF WESTBOROUGH, MASSACHUSETTS

IFB 26-6090

ON-CALL AND EMERGENCY UTILITY CONSTRUCTION

SERVICES

SCOPE OF WORK:

It is the intention of the Town of Westborough (hereinafter referred to as Town) to enter into a Contract Price Agreement with Construction Companies experienced in, but not limited to: the installation, repair, and maintenance of water, sewer, and/or drainage piping and valves of various sizes, types and manufacturers and related work with the Town’s streets, pumping stations, and utility infrastructure.

The Construction Company selected (hereinafter referred to as “Contractor” or “Company) may be required to work at any of the Town’s facilities, Town owned property, or public utility easements.

All prices are to remain firm for each one year period. One month before the end of each contract year, the contractor shall provide a revised price list for Town review. The Town has the option to accept or reject that proposal. This option to renew is exercisable solely at the Town’s discretion. For the purposes of this contract, a project shall be work performed under Chapter 30 § 39M (public works construction).

The Town may award up to three (3) Price Agreements under this procurement.

GENERAL SPECIFICATIONS:

Public Works Standards. All work shall be completed in accordance with Westborough Department of Public Works requirements, specifications and standards.

Construction Company Availability: The Contractor shall be available to mobilize to Town owned property to perform replacement, repairs, inspection, maintenance, and modifications as follows: within four (4) hours for emergency work in an agreed upon time for planned work.

For non-emergency work contractor must be available within 14 calendar days from notification of request for work. Failure to be able to perform the work requested may result in cancellation of current contract and rejection of future call contracts.

The Contractor will be responsible to coordinate emergency and routine “Digsafe” requests. Police Details shall be coordinated and paid for by the Town.

Pre-Inspections: The Contractor is required to make a site inspection prior to starting work. A working knowledge of the Town’s infrastructure is important. The Town may require a contingency plan, subject to Town review and approval, before any work may proceed.

Emergency Work: The Contractor will be notified by telephone when his services are needed for emergencies. The Contractor shall identify a contact person(s) who may be reached by telephone twenty-four (24) hours per day for the duration of the Contract.

Identified contact person(s) shall have the authority to mobilize personnel within four (4) hours of notification by Town, or sooner.

Planned Work: Work will be on an intermittent basis as needed, requested by the Town.

For any planned work, the Town will provide a statement of work. Contractor will be required to submit an itemized quote of the cost to complete the planned work. Labor and equipment will be based on the prices as bid and material will be cost plus up to a maximum mark-up of 10%. The Town will review the quote and resolve issues with the contractor. A Purchase Order (P.O.) will be issued in the amount of the authorized work.

The P.O. is the only document which authorizes the work to proceed. If the Contractor does not have a P.O. from the Town, the Town is not liable for any costs incurred during that project.

All Work provided under this contract shall comply with all Local, State, and Federal Rules, Regulations, Guidelines and Policies. All work shall be subject to the Town’s inspection and approval. Certified payrolls shall be submitted prior to payment.

Contract Requirements: The Town reserves the right to work with one, any, or none of the Companies selected under this procurement. Companies selected to work on a specific project will be selected at the sole discretion and in the best interest of the Town.

The Town also reserves the right to obtain quotations from, and to work with, other contractors for specified projects when it is in the best interest of the Town.

Materials: Materials are items which become a permanent part of the project or other items necessary for construction, such as concrete forms or gravel ramps. The Company shall supply material only upon request of the Westborough Department of Public Works.

The Town requires invoices for materials used on Town projects prior to payment. The Town reserves the right to approve materials prior to the start of the project. The maximum allowable mark-up on materials will be ten percent (10%).

Disposal methods of materials generated by any project covered under this agreement shall be at the Town’s discretion. Any costs associated with disposal of materials by the Contractor for work done under this agreement shall have a maximum allowable mark-up amount of 10%

Equipment: The Contractor shall have available a wide variety of incidental tools, equipment, and consumables which could be expected to be provided by the Contractor to perform the work. Examples of incidental tools and equipment include, but are not limited to, valve operators, common hand tools, cutting torches, cutting saws, welding equipment, air tools, drills, lathe, portable generators, etc. Examples of consumables include shop rags, buckets, gloves, etc. No additional charges are allowed to be billed on incidental tools, equipment, and consumables. If rental equipment is required and authorized by the Town, the equipment rental rates may be marked up by a maximum of ten percent (10%) to cover the selected company’s costs.

Subcontractors: The use of Subcontractors may be allowed on a case by case basis with prior written authorization by the Town. The Subcontractors work, labor and equipment rates will follow all of the contractual requirements of the selected construction company.

Subcontractor labor and equipment rates may be marked up by a maximum of ten percent (10%) to cover the selected company’s costs to procure and manage the Subcontractor.

Restoration: the Contractor agrees to restore paving, grading, landscaping and other infrastructure damaged by the Contractor’s activities to at least as good a condition as such paving, grading, landscaping and other infrastructure were in prior to the Contractor’s commencement of work. All material and workmanship shall conform to the Town’s standards, and may be subject to inspection by the Town. Upon failure, neglect, or refusal of the Contractor to timely restore the site as required by the Town, the Town may undertake and perform such restoration, at the sole cost and expense of the Contractor.

Bid Submittal:

Sealed bids will be received by the Procurement Officer, DPW, 131 Oak St, Westborough, MA 01581, until 2:00PM on August 12, 2025, at which time all bids will be opened and publicly read aloud.

Sealed bids must have an outer envelope endorsed with the name and business address of the bidder and marked as “IFB 26-6090 On-Call and Emergency Utility Construction Services Price Agreement”. The Town may award up to three (3) Contractors under this procurement.

Late Bids will not be accepted. The Town of Westborough reserves the right to waive any informality in or to reject any or all bids or to accept any bid, which in their opinion, is in the public interest to do so.

Questions should be emailed to Andrew DeVries at, adevries@westboroughma.gov.

Questions and answers will be emailed to all Plan holders registered with BidNetDirect.com.

mailto:jvanhouten@town.westborough.ma.us

CONSTRUCTION COMPANY QUALIFICATIONS

Each Bidder shall demonstrate to the satisfaction of the Town that they may meet the Experience and Qualifications requirements given below. Failure to comply with any, or all, of the requirements may render the Bidder as non-responsible and cause its bid to be removed from consideration. Decision of the Town as to vendor qualification shall be final.

1. The Bidder shall have a minimum of five (5) years of experience providing similar municipal services, with references of four (4) clients who shall be currently under contract or for whom repairs of water, wastewater, and/or drainage facilities were made within one (1) year.

2. The Contractor must have a government approved drug and alcohol program, which includes random testing, in accordance with the Department of Transportation Requirements and Regulations.

3. The Company and its employees must be OSHA 10 Certified and have proper drivers and hoisting licenses.

4. The Company must employ qualified foremen that have a minimum of five (5) years’ experience in this type of work.

5. For work on water mains, the Company must have a supervisor or foreman with a valid Water Distribution Operator license.

6. Contractor must provide proof of certification showing supervisor or foreman has taken training approved by the Department of Labor Standards and passed an exam to certify that they understand the proper safety protocols and acceptable work practices of working with asbestos.

7. For work on water or wastewater infrastructure, the Company must own and have available a fully equipped Mechanical Service Truck. The truck shall contain the following tools and equipment at a minimum:

a. 13,000 GVW style truck chassis with utility body

b. Generator/welder

c. Cutting and welding torch with tanks

d. All hand and power tools, test equipment and safety equipment necessary to complete the work outlined in the Scope of Work.

8. The Company must own, or have readily available the equipment of similar size as listed in Tables 1, 2, and/or 3.

SUMMARY OF DOCUMENTS REQUIRED WITH BID PROPOSAL

The Contractor shall furnish the following items and/or documents with his sealed bid to avoid having his bid rejected for noncompliance.

1. All of the forms in Section 2 of this document, completely filled out as required.

a. Bid No. IFB 26-6090 Cover Sheet

b. Table 1 – Labor & Equipment Rates

c. Certifications Required By Law For Public Construction Contracts

2. All required Company Qualifications, including a spread sheet list of personnel, including full names and titles, of those who will be doing the work during the life time of this Contract, along with a record of their experience, telephone numbers, and cell phone numbers. The Company must provide background and experience information on the Foreman and Site Supervisor who would be assigned to this Contract. Must provide information on answering service capabilities to handle off hour emergency repairs.

3. Company references which show that the bidder has a minimum of five (5) years of experience providing similar municipal services, with references of at least four

(4) municipal clients who shall be currently under contract or for whom repairs of water, wastewater and drainage facilities were made within one (1) year. These references should show that the Foremen and Site Supervisor assigned to this contract also have a minimum of five (5) years’ experience in this type of work.

The reference list should be complete with name and type of project, contact name, and telephone number.

4. Documentation that the Contractor has a government approved drug and alcohol program, which includes random testing, in accordance with the Department of Transportation Requirements and Regulations.

5. Documentation that the Company and its employees are OSHA 10 Certified and have proper drivers and hoisting licenses.

6. Certified Check or Bid Bond in the amount of Five (5%) Percent of the Bid Price as bid security made payable to the Town of Westborough.

7. Certifications Form.

SECTION 2

TOWN OF WESTBOROUGH, MASSACHUSETTS

IFB 26-6090

ON-CALL AND EMERGENCY UTILITY CONSTRUCTION SERVICES

PRICE AGREEMENT

COVER SHEET

NAME OF ORGANIZATION:

BUSINESS ADDRESS OF BIDDER:

Email: ______________________________

Phone: _____________________ Fax: __________________

SIGNATURE OF BIDDER

By: _________________________________ (Signature)

(Printed Name)

(Title)

Signed and sealed this ____ day of __________________, 2025

Bid Forms

A Bid Form has been provided for each utility service covered by this IFB (Water, Sewer, and Drainage). Bidders may bid on any one Bid Form, or any combination of the Bid Forms.

All quantities are estimated for bidding purposes and shall not be construed as guaranties. Total Cost shall show dollars and cents. The Contractor will be paid only for actual labor & supplies used. The contractor may request a mobilization fee for each event. This amount must be specified on the Bid Form. If no mobilization fee will be charged, bidder must enter a “0”. Normal working hours are 7:00 am to 3:00 pm. Overtime rates shall only apply to work performed outside of normal working hours.

Water Utility Work Bid Form 1

Itemized Bid Table 1 - Price Proposal

Item Item Description Unit Est Qty. Total Cost 1 Mobilization Lump Sum 10

2A Site Supervisor Cost/hour 100

2B Foreman Cost/hour 80

3A Straight Time Equipment Operator Cost/hour 80

3B Overtime Equipment Operator Cost/hour 10

3C Straight Time Laborer Cost/hour 80

3D Overtime Laborer Cost/hour 10

4A Excavator (mid-size 30k-lbs to 40k-lbs) Cost/hour 10

4B Backhoe/Loader Cost/hour 10

4C Dump Truck (10 wheel) Cost/hour 10

4D Dump Truck (6 wheel) Cost/hour 10

4E Service/Tool Truck Cost/hour 20

4F Vactor Truck Cost/hour 10

Total price: ( total of all ) ------ --------- $

Total bid price in words: $ ___________________________________

This bid includes addenda numbered _______, ________, _______.

Sewer Utility Work Bid Form 2

Itemized Bid Table 2 - Price Proposal

Item Item Description Unit Est Qty. Total Cost 1 Mobilization Lump Sum 10

2A Site Supervisor Cost/hour 100

2B Foreman Cost/hour 80

3A Straight Time Equipment Operator Cost/hour 80

3B Overtime Equipment Operator Cost/hour 10

3C Straight Time Laborer Cost/hour 80

3D Overtime Laborer Cost/hour 10

4A Excavator (mid-size 30k-lbs to 40k-lbs)

Cost/hour 10

4B Backhoe/Loader Cost/hour 10

4C Dump Truck (10 wheel) Cost/hour 10

4D Dump Truck (6 wheel) Cost/hour 10

4E Service/Tool Truck Cost/hour 20

4F Vactor Truck Cost/hour 10

4G Sewer Jetter Truck Cost/hour 10

4F 20’ Truck Mounted Crane Cost/hour 5

5A Sewer Push Camera (Services) Cost/hour 5

5B Sewer Pipe Crawler Camera (Mains) Cost/hour 10

Total price: ( total of all ) ------ --------- $

Drainage Utility Work Bid Form 3

Itemized Bid Table 3 - Price Proposal

Item Item Description Unit Est Qty. Total Cost 1 Mobilization Lump Sum 10

2A Site Supervisor Cost/hour 100

2B Foreman Cost/hour 80

3A Straight Time Equipment Operator Cost/hour 80

3B Overtime Equipment Operator Cost/hour 10

3C Straight Time Laborer Cost/hour 80

3D Overtime Laborer Cost/hour 10

4A Excavator (mid-size 30k-lbs to 40k-lbs)

Cost/hour 10

4B Backhoe/Loader Cost/hour 10

4C Dump Truck (10 wheel) Cost/hour 10

4D Dump Truck (6 wheel) Cost/hour 10

4E Vactor Truck Cost/hour 20

4F Drain Jetter Truck Cost/hour 10

5A Drain Pipe Crawler Camera Cost/hour 10

Total price: ( total of all ) ------ --------- $

BIDDERS MAY CHOOSE TO BID ON ANY ONE BID FORM, OR ANY COMBINATION OF THE

THREE BID FORMS.

BIDDERS SHALL PROVIDE BID RATES FOR ALL LINE ITEMS ON EACH TABLE THEY

CHOOSE TO BID ON. FAILURE TO DO SO MAY RENDER THE BID NON-RESPONSIVE. THE

CONTRACT WILL BE AWARDED TO THE RESPONSIVE, RESPONSIBLE BIDDER OFFERING

THE LOWEST PRICE. THE UNDERSIGNED UNDERSTANDS THAT THE TOWN RESERVES

THE RIGHT TO REJECT ANY OR ALL BIDS AND TO WAIVE ANY INFORMALITIES IN THE

BIDDING.

BID RATES ARE INCLUSIVE OF ALL COSTS TO THE BIDDER INCLUDING THOSE FOR

TRAVEL, CONSUMABLES, OVERHEAD, PROFIT, HEALTH AND SAFETY (INCLUDES TRAFFIC

SAFETY DEVICES SUCH AS CONES, BARRELS, AND WARNING SIGNS). THE TOWN OF

WESTBOROUGH SHALL INCUR NO ADDITIONAL CHARGES FOR THESE LABOR AND

EQUIPMENT SERVICES.

UNIT PRICES WILL ONLY BE PAID WHEN THE REQUIRED PERSONNEL AND EQUIPMENT

ARE ON THE JOB SITE, WORKING IN THE TOWN OF WESTBOROUGH. EQUIPMENT THAT IS

NOT BEING USED WILL NOT BE CONSIDERED FOR PAYMENT.

POLICE PROTECTION AT CONSTRUCTION SITES SHALL BE PAID BY THE TOWN OF

WESTBOROUGH

THE TOWN MAKES NO GUARANTEE AS TO THE ACTUAL NUMBER OF PROJECTS, TASKS

OR HOURS THE BIDDER WILL BE CONTRACTED PER YEAR.

MGL CH.30, SECTION 38A PRICE ADJUSTMENTS APPLY TO THIS CONTRACT. BASE PRICES

SHALL BE: DIESEL- _____________PER GALLON; GASOLINE- ___________PER GALLON;

LIQUID ASPHALT- __________PER TON; PORTLAND CEMENT- _________PER TON. THE

TOWN OF WESTBOROUGH UTILIZES MASSDOT PERIOD PRICES AS AN INDEX

(https://www.mass.gov/service-details/massdot-current-contract-price-adjustments) https://www.mass.gov/service-details/massdot-current-contract-price-adjustments

CERTIFICATIONS REQUIRED BY LAW FOR PUBLIC CONSTRUCTION CONTRACTS

You must COMPLETE and SIGN the following certifications. You must also print, at the bottom of this page, the name of the contractor for whom these certifications are submitted.

TAX COMPLIANCE

Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A(b), I, the undersigned, authorized signatory for the below named contractor, do hereby certify under the pains and penalties of perjury that said contractor has complied with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

NON COLLUSION

The undersigned certifies under the penalties of perjury that this bid is in all respects bona fide, fair and made without collusion or fraud with any other person. As used in this subsection the word "person'' shall mean any natural person, joint venture, partnership, corporation or other business or legal entity.

PUBLIC CONTRACTOR DEBARMENT

The undersigned certifies under penalty of perjury that the below named contractor is not presently debarred from doing public construction work in the commonwealth under the provisions of section twenty-nine F of chapter twenty-nine, or any other applicable debarment provisions of any other chapter of the General Laws or any rule or regulation promulgated thereunder.

OSHA TRAINING

Pursuant to G.L. c. 30, §39S, the Contractor hereby certifies under penalties of perjury as follows:

(1) Contractor is able to furnish labor that can work in harmony with all other elements of labor employed or to be employed in the work;

(2) All employees to be employed at the worksite will have successfully completed a course in construction safety and health approved by the United States Occupational Safety and Health Administration that is at least 10 hours in duration at the time the employee begins work and they shall furnish documentation of successful completion of said course with the first certified payroll report for each employee; and

(3) All employees to be employed in the work subject to this contract have successfully completed a course in construction safety and health approved by the United States Occupational Safety and Health Administration that is at least 10 hours in duration.

COMPLETE AND SIGN BELOW:

Authorized Person’s Signature Date

Print Name & Title of Signatory

Name of Contractor

SECTION 3

SECTION 00500

AGREEMENT

THIS AGREEMENT made this ________________ day of _______________ in the year Two Thousand and , between _______________________________, with a usual place of business at ___________________________________________, hereinafter called the CONTRACTOR, and the Town of ________, acting by its ______________, with a usual place of business at _______ Street, _________, MA _____, hereinafter called the OWNER.

The CONTRACTOR and the OWNER, for the consideration hereinafter named, agree as follows:

1. Scope of Work

The Contractor shall furnish all labor, materials, equipment and insurance to perform all work required for the project known as the __________________________________________ Project, in strict accordance with the Contract Documents and all related Drawings and Specifications. The said Documents, Specifications, Drawings and any GENERAL SUPPLEMENTARY CONDITIONS are incorporated herein by reference and are made a part of this Agreement.

2. Contract Price

The Owner shall pay the Contractor for the performance of this Agreement, subject to additions and deductions provided herein, in current funds, the sum of ______________________________.

3. Commencement and Completion of Work and Liquidated Damages

It is agreed that time is of the essence of this Agreement. The Contractor shall commence and prosecute the work under this Agreement upon execution hereof and shall complete the work on or before

A. Definition of Term: The Term "Substantial completion" shall mean the date certified by the Owner when construction is sufficiently complete, in accordance with the Contract Documents, so the Owner may occupy the project, or designated portion(s) thereof, for the use for which it is intended.

B. Time as Essential Condition: It is understood and agreed that the commencement of and substantial completion of the work are essential conditions of this Agreement. It is further agreed that time is of the essence for each and every portion of the Contract Documents wherein a definite and certain length of time is fixed for the performance of any act whatsoever; and where under the Contract Documents any additional time is allowed for the completion of any work, the new time fixed by such extension shall be of the essence of this Agreement. It is understood and agreed that the times for the completion of the work are reasonable, taking into consideration the average climatic range and usual industrial conditions prevailing in this locality.

C. Progress and Completion: Contractor shall commence work promptly upon execution of this Agreement and shall prosecute and complete the work regularly, diligently and uninterruptedly at such a rate of progress as will insure Substantial Completion within the stipulated number of calendar days.

D. Liquidated Damages: It is expressly agreed between the Contractor and the Owner that the Contractor will be responsible for all damages which may arise due to the Contractor's failure to substantially complete the work within the above specified time. If the Contractor shall neglect, fail or refuse to complete the work within the specified number of days, or any extension thereof authorized by the Owner, Contractor agrees, as a part of the consideration for the execution of this Contract by the Owner, to pay the Owner the amount specified herein, not as a penalty, but as liquidated damages for such breach of contract as hereinafter set forth, for each and every calendar day, excluding Saturdays, Sundays and legal Holidays, that the Contractor shall be in default of Substantial completion after the date specified in the Agreement. Due to the impracticability and extreme difficulty of fixing and ascertaining the actual damages the Owner would in such event sustain, said amount is agreed to be the amount of damages which the Owner would sustain, and said amount shall be retained from time to time by the Owner from current periodic estimates. The amount of liquidated damages shall be ______________ per day.

4. Performance of the Work

A. Direction of the Work: The Contractor shall supervise and direct the Work, using his best skills and attention which shall not be less than such state of skill and attention generally rendered by the contracting profession for projects similar to the Project in scope, difficulty and location. The Contractor shall maintain adequate supervisory personnel at the project site during the performance of the Work. He shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Agreement.

B. Responsibility for the Work: (1) 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. This obligation shall also extend to the presence on the Site of suppliers of materials or equipment, their employees, contractors, and agents engaged in the work.

(2) 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 Owner in its administration of the Agreement, or by inspections, tests or approvals required or performed by persons other than the Contractor.

C. Permits and Fees: Unless otherwise expressly provided, the Contractor shall secure and pay for all permits and fees, licenses and inspections necessary for the proper execution and completion of the Work which are customarily secured after execution of the Agreement and which are legally required at the time the bids are received, and the same shall at all times be the property of the Owner and shall be delivered to the Owner upon completion of the Project.

D. Notices, Compliance With Laws: (1) The Contractor shall give all notices and comply with all federal, state and local laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the performance of the Work. The Contractor shall provide the Owner with reproductions of all permits, licenses and receipts for any fees paid. The Owner represents that it has disclosed to the Contractor all orders and requirements known to the Owner of any public authority particular to this Agreement.

(2) If the Contractor observes that any of the Contract Documents are at variance with applicable laws, statutes, codes and regulations in any respect, he shall promptly notify the Owner in writing, and any necessary changes shall be accomplished by appropriate modification.

(3) If the Contractor performs any Work which he knows or should know is contrary to such laws, ordinances, rules and regulations, and without such notice to the Owner, he shall assume full responsibility therefor and shall bear all costs attributable thereto.

(4) In the performance of the Work, the Contractor shall comply with all applicable federal, state and local laws and regulations including those relating to workplace and employee safety. The Contractor shall notify the Owner immediately of any conditions at the place of the work which violate said laws and regulations and shall take prompt action to correct and eliminate any such violations.

E. Project Superintendent: The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site at all times during the progress of the Work. The superintendent shall represent the Contractor and all communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing.

Other communications shall be so confirmed on written request in each case.

F. Progress Schedule: The Contractor, immediately after being awarded the Contract, shall prepare and submit for the Owner's information an estimated progress schedule for the Work. The progress schedule shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work.

G. Drawings, Specifications and Submittals:

(1) The Contractor shall maintain at the site for the Owner one record copy of all Drawings, Specifications, Addenda, Change Orders and other Modifications, and "As-Built" Drawings and Specifications in good order and marked currently to record all changes made during construction, and approved Shop Drawings, Product Data and Samples. These shall be delivered to the Owner upon completion of the Work.

(2) By approving and submitting Shop Drawings, Product Data and Samples, the Contractor represents that he has determined and verified all materials, field measurements, and field construction criteria related thereto, or will do so, and that he has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents.

(3) The Contractor shall not be relieved of responsibility for any deviation from the requirements of the Contract Documents by the Owner's approval of Shop Drawings, Product Data or Samples unless the Contractor has specifically informed the Owner in writing of such deviation at the time of submission and the Owner has given written approval to the specific deviation. The Contractor shall not be relieved from responsibility for errors or omissions in the Shop Drawings, Product Data or Samples by the Owner's approval thereof.

(4) The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data or Samples, to revisions other than those requested by the Owner on previous submittals.

(5) No portion of the Work requiring submission of a Shop Drawing, Product Data or Sample shall be commenced until the submittal has been approved by the Owner. All such portions of the Work shall be in accordance with approved submittals.

H. Protection of the Work and Owner's Property: The Contractor shall at all times safely guard the Owner's property from injury or loss in connection with this Agreement. He shall at all times safely guard and protect his own work, and that of adjacent property from damage. The Contractor shall replace or make good any such damage, loss or injury. The Contractor shall clean the work area and restore it to its original condition upon completion of the work.

I. Quality of the Work: The Contractor shall perform the work in a good, workmanlike manner. The

Contractor hereby guarantees that the entire work constructed by him under the Agreement will meet fully all requirements thereof as to quality of workmanship and materials. The Contractor hereby agrees to make at his own expense any repairs or replacements made necessary by defects in materials or workmanship supplied to him that become evident within one (1) year after the date of the final payment, and to restore to full compliance with the requirements set forth herein any part of the work constructed hereunder, which during said one (1) year period is found to be deficient with respect to any provisions of the Contract Documents. The Contractor also agrees to hold the Owner harmless from claims of any kind arising from damage due to said defects. The Contractor shall make all repairs and replacements promptly upon receipt of written orders for same from the Owner. If the Contractor fails to make the repairs and replacements promptly, the Owner may do the work and the Contractor shall be liable to the Owner for the cost thereof.

J. Warranty: The Contractor guarantees to Owner that all materials incorporated into the work will be new unless otherwise specified or agreed. Prior to final payment, the Contractor shall deliver to the Owner all manufacturers' warranties, together with such endorsements or assignments as are necessary to ensure to the Owner the full rights and benefits of such warranties.

5. Affirmative Action/Equal Employment Opportunity

The Contractor is directed to comply with all applicable State Laws, Ordinances, Bylaws, and rules and regulations regarding affirmative action/equal employment opportunity requirements. Failure of the Contractor to comply with any such law, rule or regulation shall constitute grounds for the Owner to terminate the Agreement.

6. Site Information Not Guaranteed; Contractor's Investigation

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

It is agreed and understood that the Owner does not warrant or guarantee that the subsurface or other conditions, natural phenomena, existing pipes, or other structures encountered during construction will be the same as those indicated in the Contract Documents.

Contractor has familiarized himself with the nature and extent of the Contract Documents, work, locality, and with all local conditions and federal, state, and local laws, rules, ordinances, and regulations that in any manner may affect costs, progress, or performance of the work. Contractor has made, or has caused to be made, examinations, investigations, and tests and studies of such reports and related data in addition to those referred to in the paragraph above as he deems necessary for the performance of the work at the Contract Price, within the Contract Time, and in accordance with the other Terms and Conditions of the Contract Documents;

and no additional examinations, tests, investigations, reports, and similar data are or will be required by the Contractor for such purposes.

Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the Contract Documents. Contractor has given the Owner written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents, and the resolution thereof by the Owner is acceptable to the Contractor.

It is further agreed and understood that the Contractor shall not use or be entitled to use any of the information made available to him or obtained in any examination made by him in any manner as a basis of or ground for any claim or demand against the Owner, arising from or by reason of any variance which may exist between the information made available and the actual subsurface conditions or other conditions or structures actually encountered during the construction work, except as may otherwise be expressly provided for in the Contract Documents.

7. Project Architect or Engineer

There is is not a project architect-engineer for this project who is ____________________________. Except as otherwise indicated in the Contract Documents, the Architect/Engineer shall be a representative of the Owner and the Contractor shall direct all communications, questions and comments on the work and the performance thereof to the Architect/Engineer. Except as otherwise provided, the Architect/Engineer shall have all the authority of the Owner set forth in the Contract Documents. In general, the Architect/Engineer shall have the authority to review the performance of the work, reject work which is defective or otherwise does not comply with the Contract Documents and to order the Contractor to remedy defective work and take such actions which are necessary to make the work conform to the Contract Documents.

8. Wage Rates

Prevailing Wage Rates as determined by the Commissioner of the Department of Labor and Workforce Development under the provisions of Massachusetts General Laws, Chapter 149, Section 26 to 27G, as amended, apply to this project. It is the responsibility of the Contractor to provide the Town with certified payrolls and to comply with all requirements of the above-cited statutes.

The schedules of prevailing wage rates are included in the Contract Documents.

9. Payments to the Contractor

Within fifteen (15) days after receipt from the Contractor of a proper and satisfactory periodic estimate requesting payment of the amount due for the preceding month, the Owner shall have fifteen (15) days to make payment for:

A. The work performed during the preceding month.

B. The materials not incorporated in the Work but delivered and suitably stored at the site (or at some location agreed upon in writing) to which the Contractor has title, or to which a Subcontractor has title and has authorized the Contractor to transfer title to the Owner.

C. Less the following retention items:

1. A retention based on an estimate of the fair value of the Owner's claims against the Contractor.

2. A retention for direct payments to Subcontractors, if any, based on demands for same in accordance with the provisions of Section 39F of Chapter 30 of the General Laws.

3. A retention not exceeding five percent (5%) of the approved amount of the periodic payment.

D. After the receipt of a periodic estimate requesting final payment and within sixty-five (65) days after the

Contractor fully completes the Work, or substantially completes the Work so that the value of the Work remaining to be done is, on the estimate of the Owner, less than 1% of the original Contract Price, or substantially completes the Work and the Owner takes possession or occupancy, whichever occurs first, the Owner shall pay the Contractor the entire balance due on the Contract less:

1. A retention based on an estimate of the fair value of the Owner's claims against the Contractor and of the cost of completing the incomplete and unsatisfactory items of work.

2. A retention for direct payments to Subcontractors, if any, based on demands of same in accordance with the provisions of Section 39F of Chapter 30 of the General Laws, or based on the record of payments by the Contractor to the Subcontractors under this Contract if such record of payment indicates that the Contractor has not paid Subcontractors as provided in Section 39F of Chapter 30 of the General Laws.

If the Owner fails to make payment as herein provided, there shall be added to each such payment, daily interest at the rate of 3 percentage points above the rediscount rate than charged by the Federal Reserve Bank of Boston, commencing on the first day after said payment is due, and continuing until the payment is delivered or mailed to the Contractor; provided that no interest shall be due, in any event, on the amount of a periodic estimate for final payment until fifteen (15) days after receipt of such a periodic estimate by the Owner as provided in the first paragraph of this Article. The Contractor agrees to pay to each subcontractor a portion of any such interest paid in accordance with the amount due each subcontractor.

The Owner may make changes in any periodic estimate submitted by the Contractor and the payment due on said periodic estimate shall be computed in accordance with the changes so made, and such changes and any requirements for a corrected periodic estimate shall not affect the due date for the periodic payment or the date for the commencement of interest charges on the amount of the periodic payment computed in accordance with the changes made, as provided herein; provided further, that the Owner may, within seven (7) days after receipt, return to the Contractor for correction, any periodic estimate which is not in acceptable form or which contains computations not arithmetically correct, and in that event, the date of receipt of such periodic estimate shall be the date of receipt of the corrected periodic estimate in proper form and with arithmetically correct computations. The date of receipt of a periodic estimate received on a Saturday shall be the first working day thereafter.

E. Changes in the Work: No changes in the work covered by the approved Contract Documents shall be made without prior written approval of the Owner. Charges or credits for the work covered by the approved change shall be determined by one or more, or a combination of the following methods:

(a) Unit bid prices previously approved.

(b) An agreed lump sum.

(c) The actual cost of:

(1) Labor.

(2) Materials entering permanently into the work.

(3) The ownership or rental cost of construction equipment during the time of use on the extra work.

(4) Power and consumable supplies for the operation of power equipment.

(5) Wages to be paid.

To the cost under (c) there shall be added a fixed fee to be agreed upon but not to exceed fifteen percent (15%) of the actual cost of work. The fee shall be compensation to cover the cost of supervision, overhead, bond, profit and any other general expenses.

F. Claims for Additional Costs: If the Contractor wishes to make a claim for an increase in the Contract Sum, he shall give the Owner written notice thereof within twenty days after the occurrence of the event giving rise to such claim. This notice shall be given by the Contractor before proceeding to execute the Work, except in an emergency endangering life or property. No such claim shall be valid unless so made. Any change in the Contract Sum resulting from such claim shall be authorized by Change Order.

The Contractor hereby agrees that the Contractor shall have no claim for damages of any kind against the Town on account of any delay in the commencement or performance of the work and/or any hindrance, delay or suspension of any portion of the work including, but not limited to, any claims or damages on account of having to perform out of sequence work, claims for damages on account of loss of production or other interference with the work whether such delay is caused by the Town or otherwise, except as and to the extent expressly provided under G.L. c.30, §39O in the case of written orders by the Town. The Contractor acknowledges that the Contractor’s sole remedy for any such claim will be an extension of time as provided herein.

10. Contract Documents

The Contract Documents consist of the following, together with this Agreement:

Invitation to Bid Instructions to Bidders This Contract Form Bid Forms Non-Collusion Certificate Tax Compliance Certificate Clerk's Certificate of Corporate Vote Certificate of Insurance Schedule of Prevailing Wages (Strike out any inapplicable item)

11. Terms Required By Law

This Agreement shall be considered to include all terms required to be included in it by the Massachusetts General Laws, and all other laws, as though such terms were set forth in full herein.

12. Indemnification

The Contractor shall indemnify and hold harmless the Owner from and against any and all claims, damages, losses, and expenses, including attorney's fees, arising out of the performance of this Agreement when such claims, damages, losses, and expenses are caused, in whole or in part, by the acts, errors, or omissions of the Contractor or his employees, agents, subcontractors or representatives.

13. Insurance

The Contractor shall be responsible to the Town or any third party for any property damage or bodily injury caused by it, any of its subcontractors, employees or agents in the performance of, or as a result of, the work under this Agreement. The Contractor and any subcontractors used hereby certify that they are insured for workers’ compensation, property damage, personal and product liability. The Contractor and any subcontractor it uses shall purchase, furnish copies of, and maintain in full force and effect insurance policies in the amounts here indicated.

General Liability with liability coverage for personal injury, bodily injury and property damage including Products and Completed Operations with limits not less than $1,000,000 per occurrence and $3,000,000 aggregate. Such insurance shall be written on an occurrence basis. This policy shall provide coverage on a primary and non-contributory basis and should name the Town of Westborough as an "Additional Insured".

Automobile Liability with limits of not less than $1,000,000 covering all owned, non-owned, hired, rented or leased vehicles. The Town of Westborough should be named as an "Additional Insured".

Workers' Compensation and Employers' Liability Insurance including (i) Workers' Compensation Insurance providing statutory coverage as required by the Commonwealth of Massachusetts, and (ii) Employers' Liability Insurance coverage with limits of not less than $500,000 per accident. Each contractors, subcontractors, and consultants performing work on or about the Premises shall have similar policies covering their employees Professional Liability (including but not limited to any architects, engineers, medical professionals) of at least $1,000,000 per occurrence with a $3,000,000 aggregate.

Prior to commencement of any work under this Agreement, the Contractor shall provide the Town with Certificates of Insurance which include the Town as an additional named insured and which include a thirty day notice of cancellation to the Town.

14. Notice

All notices required to be given hereunder shall be in writing and delivered to, or mailed first class to, the parties' respective addresses stated above. In the event that immediate notice is required, it may be given by telephone or facsimile, but shall, to the extent possible, be followed by notice in writing in the manner set forth above.

15. Termination

A. Each party shall have the right to terminate this Agreement in the event of a failure of the other party to comply with the terms of the Agreement. Such termination shall be effective upon seven days' notice to the party in default and the failure within that time of said party to cure its default.

B. The Owner shall have the right to terminate the Agreement without cause, upon ten (10) days' written notice to the Contractor. In the event that the Agreement is terminated pursuant to this subparagraph, the Contractor shall be reimbursed in accordance with the Contract Documents for all Work performed up to the termination date, and for all materials or equipment not incorporated in the Work, but delivered and suitably stored at the site. Payment for material or equipment stored at the site shall be conditioned upon submission by the Contractor of bills of sale or such other evidence as is satisfactory to Owner to establish the Owner's title to such material or equipment or otherwise protect the Owner's interests.

16. Miscellaneous

A. Royalties and Patents: The Contractor shall pay all royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and shall save the Owner harmless from loss on account thereof, except that the Owner shall be responsible for all such loss when a particular design, process or the product of a particular manufacturer or manufacturers is specified; but if the Contractor believes or has reason to believe that the design, process or product specified is an infringement of a patent, he shall be responsible for such loss unless he promptly gives such information to the Owner, and thereafter the Owner insists on the use of the design, process or products specified.

B. Assignment: The Contractor shall not assign or transfer any of its rights, duties or obligations under this Agreement without the written approval of the Owner.

C. Governing Law: This Agreement shall be governed by and construed in accordance with the law of the Commonwealth of Massachusetts.

D. By its signature hereon, the Contractor certifies, under the pains and…