RFQ contract 525.pdf

TOWN OF YARMOIJTH

DEPARTMENT OF PUBLIC WORKS

99 BUCK ISLAND ROAD,

Telephone (508) 398-2231

WESTYARMOUTH,MA 02673

ext. 1250 Fax (508) 771-7998

Administration

Engineering

Building and Grounds

Highway

Waste Management

Water

TO: SELECTED BIDDERS

FROM: DEPARTMENT OF PUBLIC WORKS

DATE: July 20,2020

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The Town of Yarmouth is seeking written quotes for the removal of old and new installation of the Little League backstop at John Simpkins Ball Field located at 102 Old Main Street, South Yarmouth, MA02664. This quote request is following M.G.L. c. 30,$ 39M standards. Please find the specifications listed below.

Written and numerical quotations must be provided on this form and emailed or mailed to the address below (see #2) and signed by a legal representative of the business. If there is a discrepancy in the written words and numbers the written word will prevail.

1. ProiectRequirements Contractor is responsible for the following:

1.1 Take down, removal and disposal of existing backstop fence l.2 Install one backstop 20'-50'-20 x 24' High with a 6'high canopy with 4" posts all galvanized using 6 gauge fabric on bottom 6' high and 9 gauge on the top)

1.3 Provide a construction schedule and clean construction site after completion

1.4 Construction Site must be safe for Children and adults while under construction.

2, Quote Due Date and Time:

All quotes must be submitted by: 12:00pm on Wednesday, August 12,2020. Quotes may be mailed to Laura Hayden Yarmouth DPW, 99 Buck Island Road, West Yarmouth, MA 02673 or emailed to Laura Hayden at lhayden@yarmouth.ma.us.

3. Rule for Award:

This contract shall be awarded to the responsible, responsive and qualified bidder offering the lowest total price.

4. Town's Rights:

th" to*n of yarmouth reserves the right to cancel this bid or reject in whole or in part any and all bids, if the Town of Yarmouth determines that cancellation orrejection serves the best interest of the Town of Yarmouth.

5. Contract and other forms:

ft* Sr.**f.,t Uiader shall sign the Town of Yarmouth standard contract and assoctated documents. Included in the contract are the request for quotes pages and the prevailing wage rates, wage request #20200709-025

Request for Quotes-Little League Backstop

6. Contract length:

This Little League backstop contract will begin in August or earlier and be completed by October 37,2020 at the latest. As long as funds are available.

7. Contractor Requirements:

o Contractor must have a minimum of three (3) years' experience in the youth baseball backstop installation. Please include references from the past year. You must include proof of Worker's Compensation and General Liability insurance, and OSHA requirements o The contractor will carry out the obligations of this contract in full compliance with all of the requirements established to by the Commissioner of Labor and Industries pursuant to the provisions of Massachusetts General Laws Chapter 151, Section 1, et seq. (minimum wage law and chapter 149, Sections 26 to 27D inclusive, as amended (see prevailing wage rate pages with request number 20200709-025).

o All bid prices submitted in response to this quote must remain firm for forty five days following the bid opening

Company

Address

Phone/Email

Signature Date

Total Quote numerically s

Total quote written numbers

Request for Quotes-Little League Backstop

TOWN OF YARMOUTH, MASSACHUSETTS - STANDARD CONTRACT FORM

This form is used as the default contract for Town of Yarmouth departments when another form is not otherwise prescribed. Additional non-conflicting terms may be added by Attachment. Contractors may not require any additional agreements, engagement letters, contract forms or other additional terms as part of this Contract without prior approval from the Town. The Town of Yarmouth Standard Terms & Conditions are incorporated into this Contract by reference.

CONTRACT NAME: Little League Backstop at John Simpkins Ball Field

CONTRACT NUMBER:525

This Contract is entered into on, or as of this date by and between the Town of Yarmouth and the Contractor, as indicated below:

Town of Yarmouth, Massachusetts Contractor Name & Address

Business Address for Notice

Town Administrator 8UStNE55

NAME

L146 Route 28 ADDRESS

South Yarmouth, MA 02664 CITY, sTATE, ZIP

AODT

Contract Manager Contact Person NAME Dave Carlson NAM E

DEPT, Public Works-Parks ADDRESS 99 Buck lsland Road ADDRESS

CITY,

STATE. ZIP

West Yarmouth, MA 02673 ctw, STATE, ZIP

PHONE 508-294-5931 PHONE

EMAII dcarlson@ya rmouth. ma. us

EMAIL

1. Contract for the procurement of the following

Little League backstop at John Simpkins Ball Field removal of old and installation of new. The following documents are incorporated into this contract:

. Request for Quote Documents, including Scope of work/services included as Attachment A.

. Respondents' response (proposal) is included as Attachment B.

o Prevailing wage rates requesl # 2O2OO7O9'025

2. The Contract price $

3. Payment terms and conditions

3.1. Fees and Reimbursable Costs

Contractor Documents.

combined shall not exceed S----- as more fully set forth in the

3.2. There shall be no further costs, fees or reimbursable charges due the Contractor under this

Contract unless said fees and/or costs are so set forth in writing. The Town will not pay any surcharge or premium on top of the direct out of pocket expenses, if any. All payments for reimbursement of costs must follow current Town policies and documentation standards.

3.3. Final payment including any unpaid balance of the Contractor's compensation shall be due and payable when the project/Goods/Services is/are delivered to the Town when the project is completed and the services are complete and/or the goods are delivered and accepted'

3.4. payments will be made by electronic methods either by credit card or ACH / direct bank deposit to the Contractor's account. The Contractor must provide a completed and signed ACH / direct deposit form. The Contractor must provide the Town an updated form if the bank account used for the deposit is changed during the term of this Contract.

3.5. lf any portion of the contract price is to be paid by a private citizen(s) no work shall be performed until a sum has been deposited with the Town Treasurer, upon an estimate made by the board, committee or officer having charge of the work, sufficient to cover the payment for the portion of the said work chargeable to the private citizen(s).

4. Security (Surety is not required for contracts for most purchases of goods and most services. Surety in the form of a 100% performance bond; L00% payment bond and 5% bid surety is ALWAYS required for construction contracts.) The following are the security requirements applicable to this Contract:

50% payment bond if the contract is more than 525,000.

5. Term of Contract and Time for Performance

This Contract shall be fully performed by the Contractor in accordance with the provisions of the Contract Documents on or before 1Ol3tl2O2O, unless extended, in writing, at the sole discretion of the Town, and not subject to assent by the Contractor, and subject to the availability and appropriation of funds as certified by the Town Accountant. Time is of the essences for the completion of the Contract.

5. Contactor's Personnel

The Contractor shall utilize only its employees and shall not utilize any third-party contractors without prior written approval of the Town.

7. Insurance

7. 1 Workers Compensation lnsurance The Contractor shall provide by insurance for the payment of compensation and the furnishing of other benefits under Chapter 152 of the General Laws of Massachusetts (The Worker's Compensation Act) to all employees of the Contractor who are subject to the provisions of Chapter 1.52 of the General Laws of Massachusetts.

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

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

7.2 Professional Liabilitv lnsurance

Minimum liability coverage of SL million per claim and 53 million in the aggregate.

lf applicable, the Contractor shall have Professional Liability lnsurance with a minimum of the listed amounts. Failure to provide and continue in force such insurance duringthe period of this Contract shall be deemed a material breach of this Contract, shall operate as an immediate termination thereof, and Contractor shall indemnify the Town for all losses, claims, and actions resulting from the failure to provide the insurance required by this article.

7.3 Other lnsurance Requirements

(a) Comprehensive commercial general liability insurance with limits of at least S1 Million per occurrence and 53 Million annual aggregate for property damage and S1 Million per person and 53 Million per occurrence for bodily injury, which shall include the Town of Yarmouth as an additional insured, and which shall cover bodily injury, sickness or disease, or death of any person including employees and those persons other than the Contractor's employees, and claims insured by usual personal liability coverage, death, or property damage arising out of the Work including injury or destruction of tangible property, including loss of use resulting therefrom.

(b) Motor vehicle insurance for any motor vehicles used in performing the Work, with limits of at least

5500,000 per person, and S1 Million per accident.

(c )The intent of the Specifications regarding insurance is to specify minimum coverage and minimum limits of liability acceptable under the Contract. However, it shall be the Contractor's responsibility to purchase and maintain insurance of such character and in such amounts as will adequately protect it and the Town from and against all claims, damages, losses and expenses resulting from exposure to any casualty liability in the performance of the work, including and not limited to Professional liability insurance where applicable.

(d) All policies shall identify the Town as an additional insured (except Workers'Compensation and

Professional Liability). The Contractor shall notify the Town immediately upon the cancellation or amendment to any policy. Renewal Certificates shall be filed with the Town at least ten (10) days prior to the expiration of the required policies. Certificates evidencing all such coverage shall be provided to the Town upon the execution of this Agreement, and upon the renewal of any such coverage. Each such certificate shall specifically refer to this Contract and shall state that such insurance is as required by this

Contract. Failure to provide the notices required in this Section orto continue in force such insurance shall be deemed a material breach of this Contract and shall be grounds for immediate termination. Said insurance shall include: Workers Compensation/Employers' Liability lnsurance, Business Automobile Liability lnsurance, and Commercial General Liability lnsurance (CGL). The CGL policy shall include coverage for liability arising from premises, operations, independent Contractors, personal injury, contractual liability. All

Certificates of lnsurance shall be on the "MllA'or "ACORD" Certificate of lnsurance form, shall contain true transcripts from the policies, authenticated by the proper officer of the lnsurer, evidencing in particular those insured, the extent of coverage, the location and operations to which the insurance applies, the expiration date and the above-mentioned notice clauses. All insurance shall be written on an occurrence basis. Coverage's shall be maintained without interruption from date of the contract until date of final payment and termination of any coverage required to be maintained after payment.

(e) The Contractor shall obtain and maintain during the term of this Contract the insurance coverage in companies licensed to do business in the Commonwealth of Massachusetts and acceptable to the Town'

8. Town of Yarmouth Standard Terms & Conditions

@andareincorporatedintothisContractbyreference.

rla ln witness whereof the parties have hereto set forth their hands and executed this as an instrument under seal as of the dates indicated below.

FOR THE TOWN OF YARMOUTH

Acknowledged:

FOR THE CONTRACTOR

Department/Division Head Date

Approved as to Procurement:

Name of Company

Chief Procurement Officer Date

Approved as to Availability of Funds:

Authorized Signature Date

Town Accountant

Contract Approval:

Date Print Name & Title

Town Administrator Date

FOR INTERNAL USE ONLY

Appropriation Account(s) CPA funds Purchase Order # Contract # s25

Contract Documents Contract Documents Received

{Y) Yes, (N) No, N/A Com bined Certification Form (Not pubric construction)

Combined Certification Form (pubricconstruction)

Contractor W9 Form EFT Authorization Form lnsurance Certificate

ADDITIONAT INFORMATION

t-

TOWN OF YARMOUTH, MASSACHUSETTS - STANDARD CONTRACT TERMS & CONDITIONS

1. Definitions

1,1 Acceptance: All Contracts require proper acceptance of the described goods or services by the Town. Proper acceptance shall be understoodto include inspection of goods and certification of acceptable performance for services by authorized representatives of the Town to insure that the goods or services are complete and are as specified in the Contract.

1.2 contract Documents: All documents relative to the contract including (where used) Request for Proposals and all attachments thereto, lnstructions to Bidders, Proposal Form, General Conditions, Supplementary General conditions, General Specifications, Other Specifications included in Project Manual, Drawings, allAddenda issued during the bidding period and contracto/s Respon5e to ihe Request for Proposal. The Contract documents are complementary, and what is called for by any one shall be as binding as if called for by all. The intention of the document is to include all labor and materials, eq!ipment and transportation necessary for the proper performance of the contract.

1,3 The Contractor: The "other party" to any contract with the Town.

This term shall (as the sen5e and particular Contract so require) include

Vendor, Contractor, Engineer, or other label used to identify the other party in the particular Contract. lJse of the term "Contractor" sha I be understood to refer to any other such label used,

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

1.5 Goods: Goods, Supplies, services or Materials.

1.6 Subcontractor: Those having a direct Contract with the Contractor.

The term includesonewhofurnished materialworked to a special design according to the Drawings or Specifirations of this work, but does not include one who merelyfurnishes material not so worked.

1.7 work: The services or materials contracted for, or both.

2. Subject to Appropriation:

Notwithstending antthing in the Contract documents to the contrary, any and all payments which the Town is required to make under this

Contract shall be subject to appropriation or other availability of funds as certified by the Town Accountant. ln the absen€e of appropriation or availability as certified herein, this Contract shall be immediately terminated without liabilitv for damages, penalties or other charges to the Town. ln the event this is a multi_year contract, this Contract shall be subject to annual appropriation and in the event funds are not 5o appropriated, this Contract shall terminate immediately without liability for damages, penalties or charges to the Town.

3. Permits and APProvals p"rritr, fi."r*t, epprovals and all other legal or administrative prerequisites to its performance ofthe Contra€t shell be secured and paid for by the Contractor.

4, Termination and oefault postage prepaid or delivered by any other appropriate method evidencing actual receipt by the Contractor. lJpon termination without cause, contractor will be paid for services rendered to the date of termination.

4,2 For Cause: lf the Contractor is determined by the Town to be in default of any term or condition of this Contract, the Town may terminate this Contract on seven (7) days'notice by providing notice to the Contractor, which shall be in writing and shall be deemed delivered and received when given in person to the Contractor, or when received by fax, express mail, certified mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate method evidencing actual receipt by the Contractor.

4.3 oefault: The followinB shall constitute events of a default under the Contract: (1) any material misrepre5entetion mede by the Contractor to the Townj 2) any failure to perform any of its obligetions under this Contract including, but not limited to the following: (i) feilure to commence performance of this Contract at the time specified in this Contract due to a reason or circumstance within the Contractor's reasonable control, (ii) failure to perform this Contract with sufficient personnel and equipment or with sufficient material to ensure the completion of this Contract within the specified time due to a reason or circumstance within the Contractor's reasonable control, (iii) failure to perform this Contract in a manner reasonably satisfactory to the Town,

(iv) failure to promptly re-perform within a reasonable time the services that were rejected by the Town as unsatisfactory, or erroneous, (v) discontinuance of the services for reasons not beyond the Contractor's reasonable control, (vi) failure to comply with a material term of this

Contract, including, but not limited to, the provision of insurance and non-dis€rimination, (vii) any other acts specifically and expressly stated in this contract as constituting a baSis for termination of this Contact, and lviiil failure to comply w th any and all requirements of state law and/or regulations, and Town bylaw and/or regulations.

5. Suspension or Delay

The Town may order the Contractor, in writin8, to suspend, delay or interrupt all or any part of the Services without cause for such period of time as theTown maydetermine to be appropriate for its convenience. ln the event of any such suspension, delay or interruption, the Contracto/s compensation shall be equitab y adjusted. No adjustment shall be made if the Contractor is or otherlvise would have been responsible for the suspension, delay or interruption of the Services, or if another provision ofthis Contract is applied to render an equitable adjustment.

5. Contracto/s Breach and Town's Remedies

Failure of the Contractor to comply with any of the terms or conditions ofthis Contract shallbe deemed a materialbreach ofthis Contract, and the Town of Yarmouth shall have all the rights and remedies provided in the Contract documents, the right to cancel, terminate, or suspend the

Contract in whole or in part, the right to maintain any and all actions at law or in equity or other proceedings with respect to a breach of this contract, including "Damaget' including but not limited to costs, attorneys fees or other damages resulting form said breach ("Damages") as well as specific performance, and the right to select among the remedies available to it by all of the abov€.

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

4.1 Without Cause: The Town may terminate this Contrect on seven (7) calendar days' notice when ln the Town's sole dlscretion it determines it is in the be;t interests of the Town to do so, by providing notice to the aontractor, which shall be in writing and shall be deemed delivered and received when given in person to the Contractor' or when received by frr, "rp,"tt majl, certified mail return receipt requested' regular mail l,+

TOWN OF YARMOUTH, MASSACHUSETTS _ STANDARD CONTRACT TERMS & CONDITIONS

7.1 This Contract will be construed and governed by the provisions of applicable federal, state and local laws and regulations; and wherever any provision of the Contract or Contract documents shall conflict with any provision or requirement of federal, state or local law or regulation, then the provisions of law and regulation shall control. Where applicable to the Contract, the provisions ofthe Gefleral Laws are incorporated by reference into this Contract, inciuding, but not limited to, the foilowing:

. Genera Laws Ch. 308 - Procurem€nt of Goods and Services.

. Genera LawsCh.30,sec.39,etieq-PublicWorksContracts.

. GeneraL Laws Ch. 149, sec. 44A, etieg - Public Building Contracts.

7.2 The Contractor will carry out the obligation5 of this Contract in full compliance with all of the requirements imposed by or pursuant to MGL

c. 151 s. 1, et seq. (Minimum Wage Law) and the wage rates as set forth in MGL c. 149 s. 26-27D (Prevailing Wage).

7.3 wherever applicable Law mandates the inclusion of any term and provision into a municipal contract, this Section shall be understood to import such term or provision into this Contract. To whatever extent any provision ofthis Contract shall be inconsistent with any law or regulation limiting the power or liability of cities and towns, su€h iaw or regulation shallcontrol.

7.4 The Contractor sha I comply with all Federal, State and loca I laws, rules, regulation5, policies and orders applicable to the Work provided pursuant to this Contract, such provisions being incorporated herein by reference, and shall be responsible for obtaining all necessary licenses, permits, and approvels required for the supply of such Work.

7.5 The Contractor shall indemnify and hold the Town harmless for and against any and all fines, penalties or monetary iiabilities incurred by the Town as a result of the failure of the Contractor to comp y with the provisions of this section. lf any discrepancy or inconsistency is discovered in Drawings, Specifications or Contract for this work in violation of any such law, by-law, regulation, order or decree, it shall fonhwith report the same in writing to the Town. lt shall, at all times, itself observe and comply with a I such existing and future laws, by-laws, regulations, orders and decrees; and shall protect and indemnify the Town, and its duly appointed agents against any claim or liability arising from or based on any violation whether by him or its agents, employees or subcontractors ofany such law, by-law, regulation ordecree.

8. Confli.t ol lnterest

7. Statutory Compliance

Eoth the Town and the Contractor acknowledge the provisions of the State Conflict of lnterest law (6eneral Laws Chapter 258A], and this Contract expressly prohrbits any activity which shall constitute a violation of that law. The Contractor shall be deemed to have investigated the application of M.G.L. c. 268A to the performence of this Contrect and by executing the Contract documents the Contractor certifies to the Town that neither it nor its agents, employees, or subcontractors are thereby in violation of General Laws Chapter 268A.

9. Cenilication of Tax Compliance

This Contract must include a certification of tax compliance by th;

Contractor, as requked by General Laws Chapter 62C, Section 49A (Requirement of Tax Comptiance by Alt Contractors providing Goods, Services, or Real Estate Space to the Commonwealth or Subdivision).

10. Non-Discrimination/Afrirmative Action The Contractor shall .arry out the obligations oi this Agreement in

State and locel ordinances, statutes, rules and regulations and policies prohibiting discrimination in employment, including but not limited to, Title vil of the civil Rights Act of 1964; the Age Di5crimination in Employment Act of 1967j Section 504 of the Rehabilitation Act of 1973 and Mass. G. L. c. 1518, and any other exe€utive orders, rules, regulations, requirements and policies relating thereto ena€ted by the Commonwealth of Massachusetts and the Town as they may be amended from time to time. Contractor sha ll not discriminate against any qua lified employee or appli€ant for employment because of race, color, national origin, ancestry, ace, sex, reliSion, physical or mental handicap or sexual orientation.

10.1As used in this section "affirmative action" means positive steps to ensure all qualified persons equal employment opportunity without regard to race, color, religion, sex or national origin at ell stages of the employment process: recruitment, 5ection, placement, promotion, training, layoff and termination. lt may include, but is not limited to, the following:

(a) lnclusion in all solicitetion and adveriisements for employees of a statement that the Contractor is an "Equal Opportunity Employer";

(b) Placement of solicitations and advertisemeflts for employees in media that reaches minority Broups;

(c) Notification in writing of all recruitment sources that the Contractor solicits the referral of applicants without regard to race, color, religion, sex or national origini

(d) Direct solicitation of the support of responsible and appropriate community, state and federalaBencies to assist recruitment efforts;

(e) Participation in, or establishment of, apprenticeship or training programs where outside programs are inadequate or unavailable to minority groups;

(f) Modification of €ollective bargaininB agreements to eliminate restri€tive barriers established by dua I lines of seniority, dual rates of payorduallinesof promotionorprogressionwhicharebasedonrace, color, religion, sex or nationel origin; and

(g) Review selection, placement, promotion, training, layoff and termination procedures and requirements to enture that they do not intentionally or unintentionally discriminate against quelified persons because of race, color, religion, sex or national origin.

10.2 The Contractor, if applicabie, shall include in all €ompliance and progress reports submitted to the town a report which shall include: (a)

A certificate stating that he or she is currently in compliance with the provisions of G.L. c. 1528 and setting forth the Affirmative Action he or she is currently undertaking and will undertake during the contract period to provide equal employment opportunity for all qualified persons without regard to race, color, religion, sex or nationalorigin; and

(b) A statement in writing providinB supporting information signed by an authorized officeroragent on behalfofany labor union orotheragency which refers workers or provides or supervises apprenticeship or other training programs which the Contractor deals, to the effect that the union orotheregency's practicesand policiesdo not dis€riminate on the basis ofrace, color, religion, sex or nationalorigin; provided, in the event that the union or other agency shall refuse to execute such a statement, lhe Contractor need only so ce{tfy in wntrng.

10.3 A copy of any such report as described above, shall be filed in the office of the Town Clerk and shall upon said filing become a public record.

10.4 The Contractor will take Affirmative Action to ensure that employees are solicited and employed, and that employees are treated during employment, without regard to race, color, religion, se)( or nationalorigin.

10.5 The Contractor will in all solicitation or advertisements for employees placed by or on behalf of the Contractor, state that allcompliance with all requirements imposed by or pursuant to federal, TOWN OF YARMOUTH. MASSACHUSETTS _ STANDARD CONTRACT TERMS & CONDITIONS qualified applicants will receive consideration for employment without regard to race, color, reiigion, sex or nationaloriSin.

10.6 ln determining whether steps taken by the Contractor constitute Affirmative Action, the Town shall take into account the relevant characteristlc5 of the Contractor including, but not limited to, the number of employees and the location of the principal and

11. Assignment

The Contractor shall not assign, sublet or otherwise transfer this Agreement, in whole or in pa rt, without the prior written consent of the Town, and shall not assign any of the moneys payable under this Contract, ex€ept by and with the written consent of the Town.

12. Condition oI Enlorcea bility Againit the Town

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

{1) the Contract is signed by the Board of selectmen or its designee; and

(2) endorsed with approvel by the Town A€countant as to appropriation or availability of funds; and (3) endorsed with approval by the Town

Counsel as to form.

13. Corporaie Contractor lfthe Contractor is a corporation, it shallendorre upon this Contract (or attach hereto) its Clerk's Certificate certifying the corporate capacity and authorlty of the party signing this Contract for the corporation. Such certificate shall be accompanied by a letter or other instrument stating that such authority continues in full force and effect as of the date the Contract is executed by the Contractor. This Contract shall not be enforceable against the Town of Yarmouth unless and until the Contractor complies with thls section.

The Contractor, if a foreign corporation, shall file with the Commissioner ofCorporation5 a PowerofAttorneY and d uly a uthe nticated copies of its Charter or Certificate of lncorporationi and said Contrector shall comply with allthe laws ofthe Commonwealth.

14. Liability of Public ofticials

To the full extent permitted by law, no official, employee, agent or representative of the Town of Yarmouth shall be individuallY or personally liable on any obligation oftheTown underthis Contract.

lS.lndemnification The Contra€tor 5hall indemnify, defend and save harmless the Town, the Town's officers, agents and employees, from and against any and all damages, liabilities, ections, suits, proceedings, claims, demands, losses, costs, expenses, recoveries and judgments of every nature and description (including attorneyi fees)that may arise in whole or in part out of or in connection with the work being performed or to be performed, or out of any act or omission bY the Contra€tor, its employees, agents, subcontractors, material men, and anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by any party indemnified hereunder. The Contractor further agrees to reimburse the Town for damage to its property caused by the

Contractor, its employees, agents, subcontractors or material men, and anyone directly or indirectlY employed by any of them or anyone for whose acts anyofthem may be liable, including damages caused by his, it's ortheir useoffaulty, defective, or unsuitable materialor equipment, unless the damage is caused by the Town's gross negligence or willful mi5conduct.

15.1The Contractor funher agrees to indemnify and hold harmless the

Town, including the agents, employees and representatives of either, from and against all claims, damaBes, losses and expenses, including attorney's fees, arising out of or resulting from the performance of the work, provided that any such claim, damage, loss or expense (a) i5 attributable to bodily injury, sickness, drsease or death, or to injury to or destruction of tangible property including the loss of use resulting therefrom and (b) is caused in whole or in part by any negligent act or omission of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them maybe liable, regardless ofwhether ornot it is caused in part bya party indemnified hereunder.

15.2 The contractor shall be responsible for all damage or injury to property of any character during the prosecution of the work resulting from any act, omission, neglect, or misconduct in the manner or method ofexecuting the work or due to the non-execution of the work or at any time due to defective work or materiels.

15.3 ln any and all claims against the town or any of their agents or employees by any employee of the Contractor, any Subcontractor, anyone directly or indire€tly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph 5hall not be limited in anyway by any limitation on theamount ortype ofdamages, compensetion or benefits payable by or forthe contractor or any Subcontractor under workmen's Compensation Acts, disability benefit acts or other employee benefit acts.

15.4 The Contractor hereby assumes the entire responsibility and liability for any and all injury to or death of any or all persons, including the contractor's employees, and for any and all damage to property caused by, resulting from or erising in whole or in part out of any act, omission, or neglect on the part of the Contractor or of any Subcontractor or of anyone directly or indirectly employed by any ofthem, or of anyone for whose acts any of them may be liable in connection with operations under the Contract.

The foregoing provisions shall not be deemed to be releesed, waived, limit or modified in any respect by reason of any surety or insurance provided by the Contractor under the Contract.

16. oocuments, Materials, €tc.

Any materiels, reports, information, data, etc. given to or prepared or assembled by the Contractor under this Contra€t are to be kept

€onfidential and shall not be made available to any individua) or organization by the Contractor (except agents, servants, or employees of the Contractor) without the prior written approval of the Town, except as otherwise required by law. The Contractor shall comply with the provisions Chapter 66A of the General Laws of Massachusetts as it relates to public documents, and all other state and federal laws and regulations relating to confidentiality, security, privacy and use of confidentialdata.

any materials produced in whole or in part under this Contract shall not be subject to copyright, except by the Town, in the United States or any other country. The Town shall have unrestricted authoritY to, without payment of any royalty, commission, or additional fee of any type or nature, publicly disclose, reproduce, distribute and otherwise use, and authorize others to use, in whole or in part, any reports, data or other materials prepared under this Contract.

All data, reports, programs, software, equipment, furnishings, and any other documentation or product paid for by the Town shall vest in the Town at the termination of this Contract. The Contractor sha I at all times, during or after termination of this Contract, obtain the prior written approval of the Town before making any statement bearinE on the work perfo rm ed or data collected under this contracttothe press or issues any material for publication through any medlum.

u4

TOWN OF YARMOUTH, MASSACHUSETTS _ STA}IDARD CONTRACT TERMS & CONDITIONS

The Contra cto r arknowledges a n d agrees that it is actingasan independent Contractor for all services rendered pursuant to this Contract, and neither the Contractor, nor its employees, agents, servants nor any person for whose conduct the Contractor is responsible shall be considered an employee or agent of the Town for any purpose and shall not fie any claim or bring any action for any worker's compensation unemployment benefits and compensation for which they may otherwise be eligible as a Town employee as a result of work performed pursuant to the terms ofthis contract.

18. Audit, lnspection and Recordkeeping

At any time during normal business hours, and as often as the Town may deem it reasonably necessary, there shall be available in the office of the Contractor for the purpose of audit, examination, and/or to make excerpts ortranscriptallrecords,contracts, invoices, material5, payrolls, records of personnel, conditions of employment and other data releting to all matters covered by this Agreement.

1q. Pevmcht

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

20. Waiver and Amendment Amendments, or waivers of any additional term, condition, covenant, duty or obligation contained in this Contrect may be made only by written amendment executed by al1 signatories to the original Agreement, pr or to the effective date ofthe amendment.

To the extent allowed by law, any conditions/ duties, and obligetions contained in this Contrect may be waived only by written Agreement by both parties.

Forbearance or indulgence in any form or manner by a party shall not be construed es a waiver, nor in any manner limit the legal or equitable remedies available to thet perty. No waiver byeither partyof any default or breach shall constitute a warver of any subsequent default or breach of a similar or different matter.

21, Severability lf any term or condition of this Contract or any application thereof shall to any extent be held invalid, illegal or unenforceable by the court of competent jurisdiction, the validity, legality, and enforceability of the remaining terms and conditions of this Contract shall not be deemed affected thereby unless one or both partles would be substantially or materially prejudiced.

22. Forum and Choice oI Law

This Contract and any performance herein shali be governed by and be construed in eccordance with the laws of the CommOnwealth. Any and all proceedings or actions relating to subject matter herein shall be brought and maintained in the courts of the Commonwealth or the federal district €ourt sitting in the Commonwealth, which rhall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legalrights ofthe parties.

23. Notices

17. No Employment

Any notice permitted or required under the provisions of this Contract to be given or served by either ofthe parties hereto upon the other pa.ty hereto shall be in writing and signed in the name or on the behalf of the party giving or serving the same. Notice shall be deemed to have been received at the trme of a€tual service or three (3) busine5s days after the dateofa certified or registered mailing properly addressed. Notice to the

Contractor shall be deemed sufficient if sent to the address set forth on paBe 1 or furnished from time to time in writing hereefter.

24. Binding on Successors

This Contract is binding upon the parties hereto, their successors, assigns and legal representatives (and where not corporate, the heirs and estate of the contractor). Neither the Town nor the contractor shall assign or transfer any interest in the Contract without the written consent of the other.

25. Entire Agreement

This Contract, including all documents incorporated herein by reference, constitutes the entire integrated agreement between the parties with respect to the matters described. This Contract supersedes all prior aBreements, neSotiations and representations, either written or oral, and it shall not be modified or amended except by a written document executed by the parties hereto.

26. Change Orders

The Town of Yamouth without invalidating the Contmct may order Changes in the work Consisting ofadditions, deletions, or modifications, lhe Contmct Sum and the Contrdct Time being adjusted accordingly. All such changes in the Work shall be authorized by wdtten Change Order signed by the Town ofYannoulh ortheirduly authorized agent.

26.1 The Contrast Sum and the Contmct Time may be changed only by Change Order.

26.2 The cosl or credit to the Town of Yarmouth from a Change in the Work shall be determined by mutual agreemmt.