PW-1208 - IFB - Traffic Signs.pdf

CITY OF FRAMINGHAM

Invitation for Bids

TRAFFIC AND STREET SIGNS

IFB # PW-1208

Bids Due:

Wednesday, October 8, 2025 by 10:00 a.m.

*Late bids will be rejected

Jennifer A. Pratt Chief Procurement Officer

City of Framingham 150 Concord Street, Room Framingham, MA 01702

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IFB #PW-1208

COVER SHEET

PLEASE PRINT OR TYPE:

Name of Bidder:

Contact Individual:

Address:

# Street City/Town Zip Code

Phone:

Alternate Phone:

Email Address: Social Security/Federal Tax Identification Number:

Authorized Signature:_______________________________________

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CHECKLIST

Submissions:

Completed Cover Sheet

Checklist (this sheet)

Signed Price Sheet

Signed Addenda (if applicable)

Certificate of Non-Collusion

Signed Tax Compliance Certification

Signed Certificate as to Corporate Bidder

Signed Certificate of Foreign Corporation (if applicable)

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PRICE SHEET

To the Awarding Authority:

A. The Undersigned proposes to furnish the products required for: # IFB #PW-1208 –TRAFFIC

AND STREET SIGNS in accordance with the City of Framingham’s terms, conditions and specifications attached to this invitation for bid and at the prices and terms indicated below:

B. This bid acknowledges the following addenda:

No.:_____________ Dated: _____________

No.: _____________ Dated: _____________

** SEE ATTACHED EXCEL PRICE SHEET**

The undersigned further 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.

The undersigned certifies that the bidder has examined the Contract Documents and is familiar with the proposed supply including, but not limited to, the availability of the supply, and that bid amount shall cover the expenses incurred in the performance of the contract.

If Bidder is a corporation, indicate state of incorporation, and affix corporate seal. If Bidder is a partnership, give full names and residential addresses of partners. If Bidder is an individual proprietorship, give residential address if different from business or indicate same as business address.

Date:

(Name of Bidder)

By:

(Name of Person Signing Bid)

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(Corporation: State of Incorporation and Seal) or (Partnership or Proprietorship: Residential Address

(Business Address)

(City and State)

(Zip Code)

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CERTIFICATIONS

FORM A

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.

(Signature of authorized individual submitting proposal)

(Printed Name)

(Name of Proposer)

(Date)

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FORM B

ATTESTATION OF TAX COMPLIANCE

Pursuant to M.G.L. c. 62C, §49A, I certify under the penalties of perjury that, to the best of my knowledge and belief, I am in compliance with all laws of the Commonwealth relating to taxes, reporting of employees and Vendors, and withholding and remitting child support.

(Printed Name)

(Name of Proposer)

(Federal Tax Identification or Social Security Number)

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FORM C

CERTIFICATE OF CORPORATE AUTHORITY (if applicable):

I, _______________________________ certify that I am the _____________________ of the corporation named as Bidder in the Bid included herein, that _________________, who signed said Bid on behalf of the Bidder was then ________________________ of said corporation, that I know his signature, that his signature thereon is genuine and that said Bid was duly signed, sealed and executed for and in behalf of said corporation by authority of its governing body.

(Corporate Seal) (Secretary-Clerk)

(Printed Name)

(Name of Proposer)

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FORM D

CERTIFICATE OF FOREIGN CORPORATION (if applicable)

In accordance with Massachusetts General Laws Chapter 30, Section 39 and Chapter 149, any foreign Vendor is required to provide a certificate from the secretary of state stating that such corporation has complied with Massachusetts General Laws Chapter 181, Section 3 and 5, including the date of compliance. Further, bidder's attention is called to Massachusetts General

Laws Chapter 268A. In connection with which the bidder is requested to submit the following information:

Full Legal Name

Telephone

State of Incorporation

Principal Place of Business

Qualified in Massachusetts

Place of Business in Massachusetts

Signature

Notarization:

Subscribed and sworn on the ________day of_______________, 2025

Title

Commission expires:

If state of incorporation is Massachusetts, insert MASSACHUSETTS on State of Incorporation line and disregard other parts of the form.

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PART 1. GENERAL INFORMATION

1.1 PROCUREMENT DESCRIPTION

The City of Framingham (‘City), acting through the Mayor, the Awarding Authority invites sealed bids for PW-1208 –TRAFFIC AND STREET SIGNS

Bids shall be submitted in compliance with and shall be governed by the City’s Short Form of Agreement Between City of Framingham and Vendor.

1.1.2 APPLICABLE LAW

This procurement will be conducted pursuant to Massachusetts General Laws Chapter 30B, inclusive as amended.

1.1.4 APPROVAL

Any contract(s) that may result from the procurement shall be subject to the approval of

Robert Lewis, Director of Public Works.

1.1.5 INCORPORATION BY REFERENCE

All requirements, specifications, terms and conditions described in this Invitation for Bids shall be incorporated by reference into any contract that may result.

1.1.6 METHOD FOR AWARD

A contract will be awarded to the lowest responsible and eligible bidder offering the lowest total estimated contract price described in the price sheet, subject to the reservations contained herein and to the exceptions set forth in M.G.L. c. 30, Chapter 30B or Chapter

149, whichever is applicable within ninety (90) calendar days after the bid opening.

1.1.7 RIGHT TO CANCEL/REJECT

The City reserves the right to cancel this Invitation for Bids in whole or in part any and all bid if the City determines that cancellation or rejection serves the best interests of the City.

Bids which are incomplete, conditional or obscure, or which contain any additions not called for, or which otherwise do not conform to the requirements of the applicable statutes or to the requirements for submission set forth herein will be rejected as non-responsive. Bids which contain erasures, alterations or irregularities of any kind or which fail to fully meet the requirements for bid submission set forth herein, or which contain abnormally high or abnormally low prices for any item of work may be rejected as non-responsive.

More than one bid from the same bidder, whether or not the same or different names

IFB #PW-1208 Traffic and Street Signs Page | 11 appear on the signature page, will not be considered. Reasonable grounds for believing that any bidder is so interested in more than one bid for the work contemplated may cause rejection of all bids made by that bidder directly or indirectly.

Any or all bids potentially affected by collusion will be rejected if there is reason for believing that collusion exists among the bidders. The decision of the City will be final.

Bidders whose bids have been rejected because of evidence of collusion will not be Considered in future bids for the same work and may be disqualified from bidding on future work.

The City shall reject any bid that does not include the signed Non-Collusion and Attestation Forms provided in the Bid Package.

1.1.9 EXAMINATION OF BID DOCUMENTS AND SITE OF WORK

Before submitting the bid, the Bidder shall become familiar with the Bid Documents that will form parts of the Contract, shall have investigated in detail the locations of work and shall have made such examination thereof as may be necessary to satisfy itself in regard to the character of the work involved and all conditions affecting the work to be done and labor and materials needed, including impact on other City work, and make the Bid in sole reliance thereon. Statements as to the condition under which work is to be performed are made solely to furnish a basis for comparison of Bids, and while the City believes them to be correct, the City does not guarantee their accuracy. The Bidder is responsible for verifying visible and reasonably anticipated conditions.

1.1.10 SEVERABILITY

If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations under that provision. The remainder of the Contract shall be enforced to the fullest extent permitted by law.

1.1.11 PERSONAL LIABILITY

In carrying out the provisions of the Contract or in exercising any power or authority granted them by their position, there shall be no liability upon the members of the City, its agents or employees or their authorized representatives or assistants, either personally or as officials of the City, it being understood that in such matters they act as agents and representatives of the city.

1.1.12 FORCE MAJEURE

Neither party shall be liable to the other nor deemed to be in breach of this Contract for failure or delay in rendering performance arising out of causes factually beyond its control and without its fault or negligence. Such causes may include but are not limited to: Acts of God or the public enemy, wars, fire, floods, epidemics, quarantine restrictions, strikes, unforeseen freight embargoes or unusually severe weather. Dates and times of

IFB #PW-1208 Traffic and Street Signs Page | 12 performance shall be extended to the extent of delays excused by this section, provided that the party whose performance is affected notifies the other promptly of the existence and nature of such delay. It is agreed that since the efficiency of performance of this Contract is of the essence, continued failure to perform for periods aggregating thirty (30) or more calendar days, even for causes beyond the control of the Vendor, shall afford the City the right to terminate this Contract without assessment or termination costs or penalties.

1.1.13 TAXATION

Purchases made by the City are exempt from the payment of Federal excise tax and the payment of Commonwealth of Massachusetts sales tax and any such taxes must not be included in the bid pricing. Copies of the City’s tax-exempt paperwork shall be available upon request of the selected Vendor.

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PART 2. INSTRUCTIONS TO BIDDERS

2.1 REQUIREMENTS AND SUBMISSIONS

Below please find a description of the requirements and submissions that must be included as part of a bid.

2.1.1 PRICE SHEET

Every bid must include a completed ‘Price Sheet’ refer to attached document). The Bidder shall furnish all material, equipment and labor to complete the work for the City of

Framingham. This means the supplier is responsible for delivering the goods to the specific location and covering the transportation costs and risks until the items are received.

2.1.2 NON-COLLUSION

Every bid must include a certification of good faith, certifying that the bid was made in good faith and without collusion or fraud. See ‘Non-Collusion Form’ attached.

2.1.3 TAX COMPLIANCE

Every bid must include a written certification that the bidder has complied with all state laws relating to taxes, reporting of employees and Vendors, and child support. See ‘Tax

Compliance Form’ attached.

2.1.4 CORPORATE BIDDER

If the bid is being submitted by a corporation, the bid must include a certification that the individual submitting the bid has been authorized to bind the corporation. See ‘Certificate of

Corporate Authority’ attached.

2.1.5 BID DELIVERY

Below please find a description of the manner in which sealed bids must be submitted.

2.1.6 DUE DATE AND TIME

The City of Framingham (“the City”) will be accepting competitive bids electronically, through the City of Framingham’s Bidnet portal:

www.bidnetdirect.com//cityofframingham until 10:00 A.M. on Wednesday, October 8, 2025

Any bid received after that time shall be rejected as non-responsive.

http://www.bidnetdirect.com/cityofframingham

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Bids must be submitted electronically through the City’s Bidnet system. Bids submitted through any other means, such as mail, email or hand delivery, will not be accepted and will be rejected by the City as non-responsive.

2.1.7 SIGNATURES

All Bids shall be signed by a person having legal authority to bind the Bidder to the terms and conditions of the Bid, and the person so signing the Bid shall give the person’s own name, business address and title. Bids not properly signed will be rejected as non-responsive.

A bid must be signed as follows: 1) if the bidder is an individual, by her/him personally; 2) if the bidder is a partnership, by the name of the partnership, followed by the signature of each general partner; and 3) if the bidder is a corporation, by the authorized officer, whose signature must be attested to by the clerk/secretary of the corporation, and with the corporate seal affixed.

2.1.8 QUESTIONS

Questions concerning this Invitation for Bids must be submitted in writing before 10:00 a.m. on October 2, 2025 through the Bidnet:

www.bidnetdirect.com//cityofframingham

Written responses will be posted on Bidnet for all bidders on record as having viewed/downloaded the IFB.

2.1.9 CHANGES

If any changes are made to this Invitation for Bids, addenda will be posted on Bidnet:

www.bidnetdirect.com//cityofframingham

The Addendum will be posted on Bidnet for all bidders on record as having viewed/downloaded the IFB.

2.2.0 FORM, MODIFICATIONS AND WITHDRAWALS OF BIDS

A bidder may correct, modify, or withdraw bid by written notice received by the City of

Framingham prior to the time and date set for bid opening.

Bid modifications must be submitted via the Bidnet clearly labeled "Modification No.__".

Each modification must be numbered in sequence, and must reference the Invitation for

Bids.

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After the bid opening a bidder may not change any provision of the bid in a manner prejudicial to the interests of the City or fair competition. Minor informalities will be waived or the bidder will be allowed to correct them. If a mistake and the intended bid are clearly evident on the face of the bid document, the mistake will be corrected to reflect the intended correct bid, and the bidder will be notified in writing; the bidder may not withdraw the bid.

A bidder may withdraw a bid if a mistake is clearly evident on the face of the bid document, but the intended correct bid is not similarly evident.

2.2.1 BIDDER PREREQUISITES

Only Bidders who can comply with the following should submit bids as only such Bidders will be considered qualified:

The bidder shall have been in the business of providing the product(s) and or service(s) for which it is submitting prices herein, for a period of no less than five (5) consecutive years prior to the bid opening date.

Bidder must provide a price for all line items on the price sheet.

2.2.2 INTERPRETATION OF ESTIMATED QUANTITIES

Unless otherwise stated, quantities shown in the Specifications and Price Sheets represent the estimated quantities of labor and materials which might be expected to be encountered during the contract period. In the event of a discrepancy between the estimated quantities shown in the Specifications and those shown in the Price Sheets, quantities shown in the Price Sheets shall control. The City does not expressly or by implication agree that the actual amount of work will correspond therewith. These estimated quantities will be used solely for the comparison of bids.

The City reserves the right to increase, decrease, or delete the amount of any or all items of work after bids have been received. Such increase, decrease, or deletion in the quantity for any item shall not be regarded as cause for an increase or decrease in the unit prices.

No allowance will be made for any increased expense, loss of expected reimbursement, or loss of anticipated profits suffered or claimed by the Vendor resulting either directly or indirectly from such increased, decreased, or deleted quantities or from unbalanced allocation among the Contract items or overhead expenses on the part of the bidder and subsequent loss of expected reimbursement therefore or from any other cause.

2.2.3 UNFORESEEN OFFICE CLOSURES

If, at the time of the scheduled bid opening the Memorial Building, 150 Concord Street, Framingham, MA 01702 is closed due to uncontrolled events such as fire, snow, ice, wind, or building evacuation, the bid opening will be postponed until 10:00 AM on the next normal business day. Bids will be accepted until that date and time.

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2.2.4 BID OPENING PROCEDURE

At the time and place fixed for opening of bids, the City will cause to be opened and publicly read aloud every bid received within the time set for receiving bids, irrespective of any irregularities therein.

The bid opening may be viewed on Zoom using the following link:

Join Zoom Meeting https://us02web.zoom.us/j/82303276734?pwd=aKBaiaR8ZaHT6PUsNCs7Gh3c6k5Zs3.1

Meeting ID: 823 0327 6734 Passcode: 009582

2.2.5 PRE-BID CONFERENCE

N/A

THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY

https://us02web.zoom.us/j/82303276734?pwd=aKBaiaR8ZaHT6PUsNCs7Gh3c6k5Zs3.1

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PART 3. SCOPE OF WORK

1. Summary of Work

The purpose of this Contract is to provide Traffic Signs and Street Signs and associated materials and hardware. Unit pricing shall encompass delivery fees.

All items must be priced to qualify for this bid.

All traffic signs are to be Electrocut and Vinyl Cut Graphics applied on all signs, not screen printed.

• Avery Dennison Prismatic Type IV Sheeting where specified.

• Avery Dennison Engineer Grade Type 1 and Type VIII Sheeting where specified.

• Standard Aluminum Sign Blanks require: .080 gauge with radius corners and standard 3/8 holes, unless otherwise noted.

2. Items of Work

See Price Sheet.

3. Delivery Requirements / Hours of Work

The Vendor shall make deliveries between the hours of 7:30 a.m. and 3:30 p.m., Monday through

Friday, legal holidays excluded. Emergency orders must be delivered in less than 24 hours regardless of weekends and holidays. Traffic paint must be available for same day pick up or delivery to

Framingham DPW Traffic Department in 3 days.

4. Approximate Quantity

The City makes no guarantees that any quantities will be purchased from any contract resulting from this IFB. Any estimates or past procurement volumes referenced in this IFB are included only for the convenience of bidders, and are not to be relied upon as any indication of future purchase levels, as further described in the Contract Documents under the heading “Interpretation of Estimated Quantities.”

5. Personnel Requirements

a. The Vendor shall furnish sufficiently trained and competent personnel to perform the Work required of the Vendor under this Contract.

b. The Vendor shall provide adequate contract orientation for all staff to be assigned on a permanent, temporary, or call-in basis. This shall include familiarization of equipment type and the respective locations of work. All staff involved in executing this Contract should be familiar with their contractual responsibilities pertaining to security, safety, inspection guidelines, and activities around all work locations.

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c. If any Vendor’s personnel is deemed unsatisfactory or does not perform the services to be furnished hereunder in a proper manner and satisfactory to the City, or in the determination of the City has taken action which constitutes a conflict of interest or which is inconsistent with the highest level of honesty, ethical conduct or public trust or which the City determines is adverse to the public interest or to the best interest of the City, the Vendor shall remove any such personnel and replace them with personnel satisfactory to the City within twenty-four (24) hours following the Vendor’s receipt of a request for such replacement.

6. Scheduling of Work

The Vendor shall schedule commencement of Work with the City’s representative upon its receipt of the City's Notice to Proceed, which commencement shall begin on or about the first day of the effective period contained in the Notice to Proceed, or within fifteen (15) days of the City's faxing or delivering the Notice to Proceed to the Vendor, whichever time period is longer.

7. Ordering and Invoices

If the Contract is available to multiple City Departments, each City Department shall place separate orders with the Vendor for the respective Department, and the Vendor shall submit separate invoices to each Department as arranged between the Vendor and the Department at the time of order. Invoices shall be submitted in triplicate, listing the ordering Division as further described in the Contract Documents under the heading “Invoice Submittal.”

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PART 4. TERMS AND CONDITIONS

4.1 TERM OF CONTRACT

The term of this contract shall begin on/or about October 1, 2025 and end on September 30, 2028.

The City will not accept the Bidders terms and conditions. Do not submit a proposal unless willing to execute the attached contract.

4.1.1 INVOICE SUBMITTAL

With any invoice, the VENDOR shall submit evidence satisfactory to the CITY that the goods or supplies have been delivered and/or that the work has been completed in accordance with this Agreement, and that all payrolls, material bills and other indebtedness connected with the work have been paid. There shall not be any markup for overhead, administration or profit for any of the above listed services.

4.1.2 INSURANCE REQUIREMENTS

General- The Vendor shall before commencing performance of the Contract be responsible for providing and maintaining insurance coverage in force for the life of the Contract of the kind and in adequate amounts to secure all of the obligations under the Contract and with insurance companies licensed to write insurance in the Commonwealth of Massachusetts. All such insurance carried shall not be less than the kinds and amounts designated herein, and the Vendor agrees that the stipulation herein of the kinds and limits of coverage shall in no way limit the liability of the Vendor to any such kinds and amounts of insurance coverage.

All policies issued shall indemnify and save harmless the City of Framingham, its agents and employees from any and all claims for damages to persons or property as may rise out of the performance of this Contract.

Vendor’s General Liability Insurance - The Vendor shall carry Comprehensive General

Liability Insurance providing for a limit of not less than One Million Dollars ($1,000,000.00) and a total (or aggregate) limit or not less than Two Million Dollars ($2,000,000.00).

Comprehensive Automotive and Property Damage Insurance - The Vendor shall carry

Automobile Insurance covering all owned vehicles, hired vehicles or non-owned vehicles under the control of the Vendor while performing work under the Contract in the amount of not less than One Million Dollars ($1,000,000.00) for all damages arising out of bodily injuries and Property Damage coverage in the amount of not less than One Million Dollars

($1,000,000.00) for all damages to or destruction of property.

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No cancellation(s) of such insurance, whether by the insurer or by the insured party shall be valid unless written notice thereof is given by the parties proposing cancellation to the other party and to the City of Framingham at least fifteen (15) days prior to the intended effective date thereof, which date shall be expressed in said notice, which shall be sent by registered mail, return receipt requested. These provisions shall apply to the legal representative(s), trustee in bankruptcy, receiver, assignee, trustee, and successor(s) in interest of the Vendor.

All insurance coverage shall be at the sole expense of the Vendor and shall be placed with such company as may be acceptable to the City of Framingham and shall constitute a material part of the contract documents.

Failure to provide written proof to City and continue in force such insurance as aforesaid shall be deemed a material breach of the contract, and may constitute sufficient grounds for immediate termination of the same.

4.1.3 CHANGE ORDERS AND ADJUSTMENTS

Any request for a change order or adjustment must be submitted in writing and contain, an explanation of the need for the change order, a statement of work including a cost breakdown of each addition, and a statement that the change order is in the best interest of the awarding authority. The City is not obligated to pay for change orders that are not approved in writing, by the original contract signatories.

4.1.4 AMENDMENTS

No amendment to the Contract shall be effective unless it is in writing signed by authorized representatives of both parties. Said amendment shall be incorporated into and made a part of this Contract.

4.1.5 WAIVERS

The obligations and conditions imposed by the Vendor can be waived only by written agreement. Forbearance or indulgence by a party shall not be construed as a waiver, nor limit the remedies which would otherwise be available to that party under the Contract. Moreover, neither the approval nor the making of any payment to the Vendor by the City shall be deemed acceptance of any of the services not performed in accordance with this Contract nor an acknowledgement that such services have been performed in accordance with the Contract.

4.1.6 DEFECTIVE MATERIALS

Materials not conforming to the Contract Documents shall be rejected and removed from the work site by the Vendor as directed. No rejected material, the defects of which have been subsequently corrected, shall be used except with the permission of the City. Should the Contactor fail to remove defective material within the time indicated in writing, the City shall remove and replace the defective material, and the cost of such removal and replacement will be deducted from any monies due or to become due the Vendor.

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4.1.7 INDEMNIFICATION

Unless otherwise provided by law, the Vendor will indemnify and hold harmless the City against any and all liability, loss, damages, costs or expenses for personal injury or damage to real or tangible personal property which the City may sustain, incur or be required to pay, arising out of or in connection with the performance of the Contract by reason of any negligent action/inaction or willful misconduct by the Vendor, its agents, servants or employees.

4.1.8 FEDERAL AND STATE LAW

The selected Vendor shall comply with all applicable Federal, State and Local laws and ordinances.

4.1.9 SAMPLE CONTRACT

See ‘Sample Contract’ attached.

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SAMPLE CONTRACT

See Attachment A

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ATTACHMENT A – SAMPLE CONTRACT

SHORT FORM OF AGREEMENT

FOR PROCUREMENT BETWEEN THE

CITY OF FRAMINGHAM AND XXXXXXXXX

THIS IS AN AGREEMENT for FY26-FY28 Traffic and Street Signs on the ______ day of

October 2025 between the City of Framingham, a municipal corporation with municipal offices located at the Memorial Building, 150 Concord Street, Framingham, Massachusetts 01702, acting by and through its duly elected Mayor (hereinafter referred to as the CITY”), and xxxxxxxxxxxxxxxxxx a corporation duly organized in the Commonwealth of Massachusetts with business offices located at xxxxxxxxxxxxxxx (hereinafter referred to as the "VENDOR"), whereby the CITY and VENDOR contract for goods and/or services under the following terms and conditions.

WITNESSETH that the VENDOR and the CITY, for the consideration hereinafter named, agree as follows:

ARTICLE 1: CONTRACT DOCUMENTS

The contract is comprised of the following documents. Any inconsistency shall be resolved in the sole discretion of the City.

Documents to be attached and/or signed:

(i) This short form of agreement for procurement between City and vendor, including the original signed and sealed Certificate of Corporate Authority and signed Attestation of

Tax Compliance

(ii) Vendor’s Quote

(iii) Completed W-9 Form

(iv) Copies of all certificates of insurance naming the City of Framingham as additional insured

Exhibits to be reviewed and signed:

(a) The Summary of Conflict-of-Interest Law for Municipal Employees and acknowledgement of receipt of summary confirmation of completion of online training attached hereto as Exhibit A

EACH OF WHICH IS ATTACHED HERETO. These documents form the entire Agreement between the parties and there are no other agreements between the parties. Any amendment or modification to this Agreement must be in writing and signed by an official with the authority to bind the CITY.

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ARTICLE 2: SCOPE OF WORK

The VENDOR shall furnish all materials and equipment shown on the Contract Documents, and the VENDOR agrees to do everything required by this Agreement and the Contract Documents.

ARTICLE 3: TERMS OF AGREEMENT

(a) This Agreement shall be for a term of not more than three years (3) years, commencing on October 1, 2025 and end on September 30, 2028, subject to annual appropriation.

ARTICLE 4: COMPENSATION

1. The VENDOR agrees to provide to the CITY items listed in the VENDOR’S quote. The total value of the goods and services will not exceed the sum of xxxxxxxxxxxxxxxxx

($xxxxxxxxxx) without the issuance of a change order agreed to in writing by all parties.

2. The VENDOR shall submit an invoice to the CITY that the goods or supplies have been delivered in accordance with this Agreement.

3. The acceptance by VENDOR of its final payment under this Agreement shall operate as a release to CITY of all claims by and all liability to VENDOR. No payment, however, final or otherwise, shall operate to release VENDOR from its obligations under this

Agreement.

ARTICLE 5: NON-PERFORMANCE

In the case of any default on the part of the VENDOR with respect to any of the terms of this

Agreement, the CITY shall give written notice thereof, and if said default is not made good within such time as the CITY shall specify in writing, the CITY shall notify the VENDOR in writing that there has been a breach of the Agreement and thereafter the City may terminate this

Agreement. In case of such breach, the VENDOR shall be entitled to receive payment only for work satisfactorily completed prior to said breach, less any retainage the CITY is entitled to.

The amount of any balance due the VENDOR shall be determined by the CITY and certified to the VENDOR.

ARTICLE 6: VENDOR COMPLIANCE WITH FEDERAL FUNDING REQUIREMENTS (IF

APPLICABLE)

All vendors engaged in contracts funded by federal grants must acknowledge and adhere to the following provisions:

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1. Eligibility Verification: Vendors are required to confirm their eligibility to participate in federally funded contracts, including verification through the System for Award

Management (SAM) to ensure they are not debarred, suspended, or otherwise excluded from receiving federal funds.

2. Regulatory Compliance: Vendors must comply with all applicable federal regulations outlined in 2 C.F.R. Part 200, including but not limited to provisions relating to non-discrimination, equal opportunity, and environmental standards.

3. Contractual Obligations: Vendors must agree to include federal grant conditions and clauses in all subcontracts as required, such as audit rights for the federal government and adherence to federal procurement and performance standards.

4. Documentation and Reporting: Vendors must maintain accurate records of all transactions related to the contract and provide timely reports as required by the City of

Framingham and relevant federal agencies.

5. Acknowledgment: By entering into a contract, vendors acknowledge their understanding of federal funding requirements and their responsibility to ensure compliance in all aspects of contract performance.

6. Funding Contingencies: Payment to vendors is contingent upon the City’s receipt of federal funds. Any delays, partial release, or termination of funding may lead to contract termination, and the City shall not be liable for payment delays or defaults due to such occurrences. In the event of funding termination, the City will notify the vendor in writing, and the contract will be automatically terminated without further obligations for either party.

ARTICLE 7: TERMINATION

I. TERMINATION FOR CONVENIENCE

The City shall have the right to terminate this AGREEMENT upon thirty (30) days advanced notice by the City for the City’s convenience, in the City’s sole discretion and determination.

II. TERMINATION FOR LACK OF APPROPRIATION

In addition to the provisions of Article 5 of this Agreement, the City shall have the right to terminate this Agreement if funds are not appropriated or otherwise made available to support the continuation of this Agreement after the first year.

III. TERMINATION FOR CAUSE

In addition to the provisions of Article 5 above, the City shall also have the right to immediate termination for any of the following:

(a) any material misrepresentation by the Vendor.

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(b) any failure by the Vendor to perform any obligations under this Agreement including, but not limited to the following:

i. failure to commence performance of this Agreement at the time specified in this Agreement due to a reason or circumstance within the Vendor’s reasonable control.

ii. failure to perform this Agreement with sufficient personnel and equipment or with sufficient material to ensure the completion of this Agreement within the specified time due to a reason or circumstance within the Vendor’s

iii. failure to perform this Agreement in a manner reasonably satisfactory to the

City.

iv. failure to promptly re-perform within reasonable time the services that were rejected by the City as erroneous or unsatisfactory;

v. discontinuance of the services for reasons not beyond the Vendor’s

vi. failure to comply with a material term of this Agreement, including but not limited to, the provision of insurance and nondiscrimination and;

vii. any other acts specifically and expressly stated in this Agreement as constituting a basis for termination of this Agreement.

CONTRACT TERMINATION

The VENDOR shall have the right to terminate this Agreement if the CITY fails to make payment within 45 days after it is due.

ARTICLE 8: NOTICE

All notices required to be given under this Agreement shall be in writing and shall be effective upon receipt by hand delivery or certified mail to:

City of Framingham:

Department: Purchasing Department

Contact: Audra Shaw

Title: Procurement Administrator

Email: amshaw@framinghamma.gov

Tel. #: 508-532-5406

Mailing Address: 150 Concord Street.

Framingham, MA 01702

IFB #PW-1208 Traffic and Street Signs Page | 27

PLEASE FILL IN THIS INFORMATION

Vendor:

Company: ___________________________

Contact: ____________________________

Title: _______________________________

Email: _____________________________

Tel. #: _____________________________

Mailing Address: ____________________

ARTICLE 9: INSURANCE

(a) The VENDOR shall, at its own expense, obtain and maintain general liability and automobile liability insurance policies protecting the CITY in connection with any operations included in this Agreement and including the CITY as an additional insured, on a primary and non-contributory basis, waiving all rights of subrogation. As proof of insurance, the VENDOR shall provide Certificate(s) of Insurance evidencing the required coverage in a form satisfactory to the CITY. The Description portion of the certificate evidencing coverage should state as follows:

“The City of Framingham is included as additional insured in regards to General and

Auto Liability on the policies noted above by contractual Agreement on a primary and non-contributory basis, waiving all rights to subrogation.”

Coverage amounts shall be in at least the amounts noted below:

General Liability: At least $1,000,000 per occurrence, and, at least $2,000,000 aggregate

Auto Liability: At least $1,000,000 combined single limit for bodily injury and property damage per accident

(b) If the VENDOR shall provide professional or design services to the CITY, then

VENDOR shall carry a professional malpractice or an errors and omissions policy with limits of at least $1,000,000 per claim and $3,000,000 aggregate, with a deductible of no more than $15,000 per claim.

(c) The VENDOR shall, before commencing performance of this Contract, provide insurance for the payment of compensation and the furnishing of other benefits in accordance with

Mass. Gen. L. Ch. 152, as amended, to all employed under the Contract and shall continue such insurance in full force and effect during the term of the Contract.

(d) All insurance coverage shall be in force from the time of the Agreement to the date when all work under the Contract is completed and accepted by the CITY. Certificates and any

IFB #PW-1208 Traffic and Street Signs Page | 28 and all renewals substantiating that required insurance coverage is in effect shall be filed with the CITY. Since this insurance is normally written on a year-to-year basis, the

VENDOR shall notify the CITY should coverage become unavailable or if its policy should change. Any cancellation of insurance, whether by the insurers or the insured, shall not be valid unless written notice thereof is given by the party proposing cancellation to the other party and to the CITY at least fifteen days prior to the intended effective date thereof, which date should be expressed in said notice. Vendor shall provide updated COI for all required coverage throughout duration of contract and at least annually.

(e) To the fullest extent permitted by law, the VENDOR shall indemnify, defend, and save harmless the CITY and all of the CITY'S officers, agents and employees from and against all suits and claims of liability of every name and nature, including costs of defending any action, arising out of or resulting from any act, omission, or negligence of the, VENDOR, and its and their agents or employees in the performance of the work covered by this Agreement and/or failure to comply with terms and conditions of this Agreement.

The foregoing provisions shall not be deemed to be released, waived or modified in any respect by reason of any surety or insurance provided by the VENDOR under the

Contract.

ARTICLE 10: PERFORMANCE AND PAYMENT BONDS

ARTICLE 11: SUBCONTRACTING OF WORK

The VENDOR shall not subcontract any of the work that it is required to perform under this

Contract to any corporation, entity or person without the prior written approval of the CITY.

ARTICLE 12: PREVAILING WAGE RATES

ARTICLE 13: OWNERSHIP OF DOCUMENTS

Upon completion of the final payment to the VENDOR, the CITY shall be the owner of all electronic data and computations created by the VENDOR that relate to this Agreement. The

CITY agrees that the information contained therein was produced specifically for this Agreement and agrees to hold the VENDOR harmless from any liability of the CITY'S use of these documents in any future project not directly related to the subject matter of this Agreement.

ARTICLE 14: MATERIALS AND WORKMANSHIP

Unless otherwise specified, all materials and equipment incorporated in the work under the

Contract shall be new.

IFB #PW-1208 Traffic and Street Signs Page | 29

ARTICLE 15: GUARANTEE OF WORK

(a) Except as otherwise specified, all work shall be guaranteed by the VENDOR against defects resulting from the use of inferior materials, equipment, or workmanship for one year from the date of final completion of the Contract.

(b) If, within any guarantee period, repairs or changes are required in connection with guaranteed work, which in the opinion of the CITY are rendered necessary as a result of the use of materials, equipment or workmanship which are inferior, defective or not in accordance with the terms of the Contract, the VENDOR shall, promptly upon receipt of notice from the CITY and at its own expense:

(1) Make goods and services conform to this Agreement;

(2) Make good all damage to the site, or equipment or contents thereof, which, in the opinion of the CITY, is the result of the use of materials, equipment or workmanship which are inferior, defective, or not in accordance with the terms of the Agreement; and

(3) Make good any work or material, or the equipment or site, which is disturbed in fulfilling any such guarantee.

ARTICLE 16: GOVERNING LAW

This Agreement and performance hereunder are governed by the laws of the Commonwealth of

Massachusetts and all other applicable by-laws and administrative rules, regulations and orders.

In the event of any dispute arising hereunder, the CITY AND VENDOR expressly agree that jurisdiction over such dispute shall be in the Commonwealth of Massachusetts, with venue specifically in the Middlesex Superior Court Department of the Massachusetts Trial Court. The

CITY and the VENDOR waive jurisdiction in any other forum, state, venue or territory.

ARTICLE 17: BINDING AGREEMENT AND ASSIGNMENT OF INTEREST

This Agreement shall be binding upon the CITY and the VENDOR and the partners, successors, heirs, executors, administrators, assigns and legal representatives of the CITY and the VENDOR.

Neither the CITY nor the VENDOR shall assign, sublet or transfer any interest in this Agreement without the written consent of each other, and such consent shall not be unreasonably withheld.

ARTICLE 18: MANDATORY CONFLICT OF INTEREST/ETHICS TRAINING

A summary of the Conflict of Interest Law is attached hereto as Exhibit A and must be distributed to all key employees of the Vendor pursuant to G.L. c. 268A.

Questions regarding whether any of the Vendor’s employees are considered “key employees” should be directed to the Legal Division of the State Ethics Commission at

(617) 371-9500.

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Pursuant to Chapter 28 of the Acts of 2009, as amended, all key employees must complete online ethics training on the State Ethics Commission’s website, www.mass.gov/ethics. Within thirty days of the date of this Agreement, each key employee must provide to the CITY a signed acknowledgment of receipt of the summary of the Conflict of Interest Law, in the form attached hereto, and a certificate of completion of the online training which must be printed at the completion of the training. In the event that the term of this Agreement extends for more than two years, all continuously employed key employees shall repeat the online training and provide the CITY with a new certificate of completion within ninety days before or ninety days after the two-year anniversary of the date of this Agreement. Any new key employee who becomes employed by the VENDOR after the date of this Agreement and whose services are specifically required by this Agreement must complete the online training and provide the CITY with a certificate of completion within thirty days of the date on which his services commence pursuant to this Agreement. Satisfaction of these requirements is the sole responsibility of the VENDOR and its key employees, and the CITY shall have no liability for the VENDOR’S or its key employees’ failure to meet these requirements.

http://www.mass.gov/ethics

IFB #PW-1208 Traffic and Street Signs Page | 31

IN WITNESS WHEREOF the parties hereto have executed copies of this Agreement on the

____day of October 2025.

VENDOR:

By: _________________________________ Margaret Ottaviani

Assistant CFO

Date: ____________

Title: ________________________________

Corporate Seal

Approved as to Form

Kathryn M. Fallon Jennifer A. Pratt

City Solicitor Chief Procurement Officer

Date: Date:

Approved As To Funds Availability

Richard G. Howarth Michael A. Tusino, III

City Accountant Chief Operating Officer

Date: Date: __________

Funding Source

Requisition # ______________________

Org___________ Obj___________ Project_________________