Specimen Short Form 30B Agreement~2.pdf

SHORT FORM AGREEMENT

M.G.L. 30B

Contract #enter contract number

THIS AGREEMENT for enter description (hereinafter the "Project") is made the_____ day of enter month, 201 , by and between enter name of company a corporation (or partnership, etc.) organized under the laws of the Commonwealth of Massachusetts (or the

State of ), with a usual place of business at enter legal address, hereinafter called the Contractor, and the Town of Needham, a municipal corporation duly organized under the laws of the Commonwealth of Massachusetts, acting through its Town Manager, hereinafter referred to as the Town.

WITNESSETH that the Contractor and the Town, for the consideration hereinafter named, agree as follows:

ARTICLE 1. AGREEMENT DOCUMENTS

The Agreement consists of the following, and in the event of conflicts or discrepancies among them, they shall be interpreted on the basis of the following priorities:

1. This Agreement;

2. The Invitation For Bids, Bid Specifications, Request For Proposals Or Purchase

Description;

3. The Contractor's Bid dated enter date;

4. Drawings required for the Project, if applicable and

5. Copies of all required bonds, certificates of insurance and licenses required under the contract;

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 Town.

ARTICLE 2. SCOPE OF THE WORK

The Contractor shall furnish all supplies, materials and equipment, and perform all labor, services and work shown on the Agreement documents, and the Contractor agrees to do everything required by this Agreement and the documents.

ARTICLE 3. TERM OF AGREEMENT

The work to be performed under this Agreement shall be commenced immediately and shall be entirely completed by . The Contractor hereby agrees that if he fails to carry on the work with reasonable speed or stops work altogether without due cause, as determined in each case by the Town, the Town may give notice to the Contractor in writing to proceed with the work or to carry on the work more speedily.

Three days after the presentation of such notice if the work is not proceeding to the satisfaction of the Town, the Contractor shall be considered to have defaulted in the performance of this Agreement.

-- or --

This Agreement shall be for a term of year(s), commencing on , 201 and ending on , 201 , unless sooner completed and subject to annual appropriation. This Agreement shall not be renewed or extended unless provisions for renewal or extension were contained in the Request for Proposals, in which event the Agreement may be extended or renewed at the sole option of the Town, and upon the terms described therein.

Notwithstanding verbal or other representations by the parties, or an earlier start date indicated in an Agreement, the effective start date of performance under an Agreement shall be the date a Contract has been executed by an authorized signatory of the

Contractor and the Town, or a later date specified in the Agreement or the date of any approvals required by law or regulation, whichever is later.

ARTICLE 4. THE AGREEMENT SUM

The Town shall pay the Contractor for the performance of this Agreement a sum NOT TO

EXCEED $enter dollar amount figure (enter amount in words dollars), including all reimbursable expenses.

ARTICLE 5. PAYMENT

The Town shall make payment as follows:

a. The Town shall make payment thirty (30) after receipt of an invoice for work performed or materials supplied the previous month.

b. With any invoice the Contractor shall submit evidence satisfactory to the Town that the goods or supplies have been delivered, or that the work has been completed and that all payrolls, material bills and other indebtedness connected with the work has been paid. The billings shall include, if applicable, all charges for consultants, subcontractors, plans, equipment, models, renderings, travel, reproductions, postage and delivery, and all other expenses. There shall not be any markup for overhead, administration or profit for any of the above-listed services.

c. If for any reason the Town makes a payment under this Agreement in error, the

Town may recover the amount overpaid or, if applicable, may apply any overpayment to a future installment payment.

d. The Town is not responsible for payment of invoices sent to an address other than specified at the end of this Article. Furthermore the Town is not responsible for any Invoice that does not reference the Town’s Purchase Order number that encumbered the funds to pay for services provided under this Agreement.

e. Invoices for services procured under this Agreement are to be sent to: Attn:

manager, title address

ARTICLE 6. PROMPT PAYMENT DISCOUNTS

The Contractor will allow a Prompt Payment Discount for payment made by the Town within the number of days from the date of receipt of the invoice, or the date of the receipt of the product or service, whichever occurs later as follows:

Prompt Payment Discount % Payment Issue Date w/in

Enter percent% Enter days Days

ARTICLE 7. TAX EXEMPT STATUS

The Town represents that it is exempt from federal excise, state, and local taxes, and that sales to it are exempted from Massachusetts sales and use tax. If in the future the Town becomes subject to any such taxes, the Town shall reimburse the Contractor for the tax paid by the Contractor on behalf of the Town. Any other taxes imposed on the

Contractor shall be borne solely by the Contractor.

ARTICLE 8. NONPERFORMANCE

In the case of any default on the part of the Contractor with respect to any of the terms of this Agreement, the Town shall give written notice thereof, and if said default is not made good within such time as the Town shall specify in writing, the Town shall notify the

Contractor in writing that there has been a breach of the Agreement and thereafter the

Town shall have the right to terminate this Agreement and secure the completion of the work remaining to be done on such terms and in such manner as the Town shall determine, and the Contractor shall pay for the completion of such work and reimburse the Town for all expenses incurred by reason of said breach. The Contractor in case of such breach shall be entitled to receive payment only for work completed satisfactorily prior to said breach, so long as the total paid hereunder does not exceed the Agreement sum, and the amount of any balance due the Contractor shall be determined by the Town and certified to the

Contractor.

ARTICLE 9. TERMINATION

In addition to the provisions of Article 8, the Town shall have the right to terminate this

Agreement if funds are not appropriated or otherwise made available to support the continuation of the Agreement after the first year.

The Town shall also have the right to immediate termination:

a. any material misrepresentation made by the Contractor.

b. any failure by the Contractor to perform any of its 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 Contractor'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 Contractor's reasonable control;

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

Town;

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

v. discontinuance of the services for reasons not beyond the Contractor's reasonable control;

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.

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

ARTICLE 10. EMPLOY COMPETENT PEOPLE

The Contractor shall employ only competent people to do the work. Whenever the Town shall notify the Contractor in writing that any person under the Contractor’s employ is, in the Town’s opinion, incompetent, unfaithful, disorderly or otherwise unsatisfactory, or not employed in accordance with the provisions of this Agreement, such person shall be discharged from the work and shall not again be employed on the Project, except with the consent of the Town.

ARTICLE 11. CHANGE IN SCOPE OF SERVICES

If this Agreement is pursuant to M.G.L. Ch. 30B, the Town may increase the quantity of supplies or services or both specified in this Agreement provided:

a. the unit prices remain the same or less;

b. the procurement officer has specified in writing that an increase is necessary to fulfill the actual needs of the Town and is more economical and practical than awarding another contract;

c. the Town and Contractor agree to the increase in writing;

d. the increase in the total Agreement price does not exceed 25 percent but a

Agreement for the purchase of gasoline, special fuel, fuel oil, road salt or other ice and snow control supplies shall not be subject to this limit; and

e. the Town, with the agreement of the Contractor, may reduce the unit price for supplies or services or both specified in an Agreement to be paid by the Town at any time during the term of the Agreement or when an option to renew, extend or purchase is exercised.

ARTICLE 12. NOTICE

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

The Town of Needham: Kate Fitzpatrick

Town Manager

Town Hall

1471 Highland Avenue

Needham, Massachusetts 02492

The Contractor: Enter Name

Enter Title

Enter Company Name

Enter Address

Enter City, State Zip

ARTICLE 13. INSURANCE

a. The Contractor shall, at its own expense, obtain and maintain general liability and motor vehicle liability insurance policies protecting the Town in connection with any operations included in this Agreement, and shall have the Town as an additional insured on the Contractor’s liability policies, as noted in the RFP. General liability coverage shall be in the amount of at least $1,000,000 per occurrence and

$2,000,000 aggregate for bodily injury liability and $1,000,000 per occurrence and

$2,000,000 aggregate for property damage liability. Motor vehicle coverage shall include coverage for owned, hired and non-owned vehicles and shall be in the amount of at least $1,000,000 per person and $2,000,000 per occurrence for bodily injury liability and $1,000,000 per occurrence for property damage liability.

b. In the event this Agreement is for professional services, the Contractor shall carry professional malpractice or Errors and Omissions liability insurance with minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate, with a maximum deductible of $ 25,000.

c. All insurance coverage shall be in force from the time of the Agreement to the date when all work under the Agreement is completed and accepted by the Town. Since this insurance is normally written on a year-to-year basis, the Contractor shall notify the Town should coverage become unavailable or if its policy should change.

d. The Contractor shall, before commencing performance of this contract, provide for the payment of compensation and the furnishing of other benefits by an insurance company duly licensed to do business in accordance with Massachusetts General

Laws, Chapter 152, as amended, to all employed under the Agreement and shall continue such insurance in full force and effect during the term of the contract.

e. Certificates and any and all renewals substantiating that required insurance coverage is in effect shall be filed with the contract. Any cancellation of insurance whether by the insurers or by the insured shall not be valid unless written notice thereof is given by the party proposing cancellation to the other party and to the Town at least fifteen days prior to the intended effective date thereof, which date should be expressed in said notice.

ARTICLE 14. INDEMNIFICATION

The Contractor shall indemnify, defend, and save harmless the Town and all of the

Town’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, for or on account of any injuries to persons or damage to property of the Town or any person, firm, corporation or association arising out of or resulting from any act, omission, or negligence of the

Contractor, its subcontractors and its and their agents or employees in the performance of the work covered by the Agreement and/or failure to comply with terms and conditions of the Agreement, but only in respect of such injuries or damages sustained during the performance and prior to the completion and acceptance of the work covered by the

Agreement and to the extent such injuries or damages are not covered by the Town’s insurance. 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 Contractor under the

Agreement.

ARTICLE 15. CORI CERTIFICATION

Services Do Require a CORI check Services Do Not Require a CORI check

If the above certification is checked "Services Do require CORI check," the Contractor hereby acknowledges the right of the Town to conduct a criminal background check on all individuals providing such services under this contract, in accordance with state law.

In accordance with G.L. c. 6, §§ 167-178B, the Town may request and obtain all available criminal offender record information (CORI) from the Criminal History Systems Board on any of Contractor’s employees who may have unsupervised contact with children, the disabled, or the elderly during the performance of their work under this Contract. The

Town’s assessment of CORI records is based on regulations issued by the Executive Office of

Health and Human Services, 101 C.M.R. 15.00-15.17.

Pursuant to G.L. c. 6, §§ 178C-178P, the Contractor also authorizes the Town to use local and national sexual offender registry information (SORI) to determine if any of the

Contractor’s employees pose an unreasonable risk to children, the disabled, or the elderly during the performance of their work under this Agreement.

ARTICLE 16. MATERIALS AND WORKMANSHIP

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

Agreement shall be new. All workmanship shall be first class and by persons qualified in the respective trades.

ARTICLE 17. GUARANTEE OF WORK

a. Except as otherwise specified, all work shall be guaranteed by the Contractor 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 Town 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 Contractor shall, promptly upon receipt of notice from the Town and at its own expense:

i. Make goods and services conform to this Agreement;

ii. Make good all damage to the Town, or equipment or contents thereof, which, in the opinion of the Town, 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

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

ARTICLE 18. USE OF CONTRACTOR'S DRAWINGS, SPECIFICATIONS AND OTHER

DOCUMENTS

a. All Drawings, Specifications, and other documents (including sketches, computations, test data, survey results, photographs, renderings, models, and other material peculiar to the Services) prepared by the Contractor or Contractor’s Consultants shall become the property of the Town upon payment of sums due under the contract. The Town acknowledges the copyright of the Contractor and the

Contractor’s Consultants.

b. The Town may use the Drawings, Specifications and such other documents prepared by the Contractor or the Contractor’s Consultants as needed for the construction, maintenance, repair, or modification of the Project.

c. The Town shall hold the Contractor and the Contractor’s Consultants harmless and release from any claims arising out of any use of or changes to the documents made by the Town or his representatives during any other construction not a part of this contract.

d. Pursuant to Massachusetts General Laws, Chapter 7 Section 38H, paragraph (j), Contractor shall not be compensated for any services involved in preparing changes that are required for additional work that should have been anticipated by

Contractor in the preparation of the bid documents, as reasonable determined by

Town.

ARTICLE 19. GOVERNING LAW

This Agreement and performance hereunder are governed in all respects by the laws of the

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

ARTICLE 20. CONSENT TO VENUE

a. The Contractor agrees that it shall commence and litigate all legal actions or proceedings arising in connection with this Agreement exclusively in the Dedham

District Court or in the Norfolk Superior Court, both of which are located in the

County of Norfolk, Commonwealth of Massachusetts. The aforementioned choice of venue is intended to be mandatory and not permissive in nature, thereby precluding the possibility of litigation commenced by the Contractor, with respect to or arising out of this Agreement, in any court or forum other than those specified in this paragraph.

b. It is further agreed that the parties to this Agreement hereby waive their rights to a jury trial.

c. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or objection to venue with respect to any proceeding brought in accordance with this Article and stipulates that the Norfolk Division of the

Superior Court Department of the Massachusetts Trial Court shall have in personam jurisdiction and venue over each of them for the purposes of litigating any dispute, controversy, or proceeding out of or related to this Agreement. In the event the

Contractor commences suit or other proceeding in any other court or forum, it agrees to immediately dismiss its suit or other proceeding and if it fails to do so and the Town acts to dismiss or otherwise dispose of the suit, the Contractor shall dismiss its suit and be liable to the Town for the reasonable legal fees and costs needed to have the matter dismissed.

d. The Contractor hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by these paragraphs by postage prepaid, registered mail, return receipt requested, to its address as set forth in this Agreement.

e. The Contractor shall not enter into any agreement with or employ the services of any subcontractor unless the agreement with the subcontractor provides that the subcontractor is subject to and will comply with the provisions of this Article.

ARTICLE 21. WORK PRODUCT

Upon payment of all amounts due under this Agreement, the Town shall become the owner of all work product, specifications, plans, maps, data, conclusions, computations and electronic data created under this Agreement. The Town agrees that the information contained therein was produced specifically for this Agreement and agrees to hold the

Contractor harmless from any liability of the Town’s use of these documents in any future project not directly related to the subject matter of this Agreement. Prior to engaging the services of any Subcontractor the Contractor shall provide to the Town a writing from the

Subcontractor that he assents to this Work Product Article.

ARTICLE 22. SUBCONTRACTING

The Contractor shall not subcontract any of the work, which it is required to perform under this Agreement to any corporation, entity or person without the prior written approval of the

Town.

ARTICLE 23. INDEPENDENT CONTRACTOR

All of the services to be performed under the terms of this Agreement will be rendered by the Contractor as an independent contractor. None of the terms of this Agreement shall create a principle-agent, master-servant or employer-employee relationship between the

Town and the Contractor.

ARTICLE 24. BINDING AGREEMENT AND ASSIGNMENT OF INTEREST

This Agreement shall be binding upon the Town and the Contractor and the partners, successors, heirs, executors, administrators, assigns and legal representatives of the Town and the Contractor. Neither the Town nor the Contractor 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 25. PREVAILING WAGE RATES

If the work under this Agreement involves the construction of public works the Contractor agrees to pay the prevailing wage and comply with Massachusetts General Laws, Chapter.

149, §§ 26 - 27D and a Statement of Compliance is included in the Contract Documents.

Pursuant to Massachusetts General Laws, Chapter. 149 §§ 26 & 27B, the Contractor (and every Subcontractor) shall file weekly certified payroll records with the Town for all employees who have worked on the Project. The Town and the Contractor must preserve said records for a period of not less than three years.

ARTICLE 26. CONFLICT OF INTEREST

By execution of this Agreement with the Town, the Contractor acknowledges that the

Town is a municipality for the purposes of Massachusetts General Law Chapter 268A (the

Massachusetts conflict of interest statue), and agrees, as circumstances require, to take actions and to forbear from taking actions so as to be in compliance at all times with the obligations of the Contractor based on said statute.

ARTICLE 27. CONFIDENTIALITY

The Contractor shall comply with Massachusetts General Law Chapter 66A if the

Contractor becomes a "holder" of "personal data". The Contractor shall also protect the physical security and restrict any access to personal or other Town data in the

Contractor’s possession, or used by the Contractor in the performance of this Contract, which shall include, but is not limited to the Town’s public records, documents, files, software, equipment or systems.

ARTICLE 28. RECORD-KEEPING AND RETENTION, INSPECTION OF RECORDS.

The Contractor shall maintain records, books, files and other data as specified in the

Contract and in such detail as shall properly substantiate claims for payment under the

Contract, for a minimum retention period of seven (7) years beginning on the first day after the final payment under the Contract, or such longer period as is necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving a Contract.

The Town shall have access during the Contractor’s regular business hours and upon reasonable prior notice, to such records, including on-site reviews and reproduction of such records at a reasonable expense.

ARTICLE 29. SEVERABILITY

If a court declares one or more of the provisions of this Agreement invalid, the validity of the remaining provision of this Agreement shall not be affected thereby.

ARTICLE 30. CERTIFICATIONS

By executing this Agreement, the Contractor under the pains and penalties of perjury, makes all certifications required under the certifications listed below, and has provided all required documentation and disclosures, or shall provide any required documentation upon request.

The Contractor is qualified and shall at all times remain qualified to perform this

Agreement; that performance shall be timely and meet or exceed industry standards, including obtaining requisite licenses, registrations, permits and resources for performance;

and that the Contractor shall provide access to records to town officials; and the

Contractor certifies that the Contractor and any of its subcontractors are not currently debarred or suspended by the federal or state government under any law or regulation.

The Contractor shall comply with all appliable federal, state, and local laws and regulations.

The Contractor certifies that there is no authorization to deliver performance for which compensation is sought under this Agreement prior to the effective date and that any oral or written representations, commitments or assurances made by a Town representative are not binding and the Town may not back-date this Agreement in order to cover the delivery of performance prior to the Effective date. The Town has no legal obligation to compensate a Contractor for performance that is not requested and is intentionally delivered by the Contractor outside the scope of the Agreement.

The Contractor certifies it has not been in bankruptcy and/or receivership within the last three calendar years, and the Contractor certifies that it will immediately notify the Town in writing if there is any risk to the solvency of the Contractor that may impact the

Contractor’s ability to timely fulfill the terms of this Agreement.

The Contractor shall affirmatively disclose the details of any pertinent judgment, criminal conviction, investigation or litigation pending against the Contractor or any of its officers, directors, employees, agents, or subcontractors of which the Contractor has knowledge, or learns of during the Agreement term. Contractors must affirmatively disclose any potential structural change in its organization at least 45 days prior to the change.

If incorporated, the Contractor certifies that it has identified the Contractor’s state of incorporation, and the Contractor certifies compliance with all filing requirements of both the incorporating state and the Massachusetts Secretary of State. If the Contractor is a foreign corporation, the Contractor certifies compliance with all requirements for certification, reporting, filing of documents and service of process.

If an employer, the Contractor certifies compliance with applicable state and federal employment laws or regulations, including but not limited to minimum wages and prevailing wage programs and payments; unemployment insurance and contributions; workers’ compensation and insurance, child labor laws, AGO fair labor practices; G.L. c. 149 (Labor and Industries); G.L. c. 150A (Labor Relations); G.L. c. 151 and 455 CMR 2.00 (Minimum

Fair Wages); G.L. c. 5, s. 1 (Prevailing Wages for Printing and Distribution of Public

Documents); G.L. c. 151A (Employment and Training); G. L. c. 151B (Unlawful

Discrimination); G.L. c. 151E (Business Discrimination); G.L. c. 152 (Workers’

Compensation); G.L. c.153 (Liability for Injuries); 29 USC c. 8 (Federal Fair Labor

Standards); 29 USC c. 28 (Federal Family and Medical Leave Act; AGO Consumers and Civil

Rights.

Federal And State Laws And Regulations Prohibiting Discrimination including but not limited to the Americans with Disabilities Act,; 42 U.S.C Sec. 12,101, et seq., Disability Law

Resources; the Rehabilitation Act, 29 USC c. 16 s. 794; 29 USC c. 16. s. 701; 29 USC c. 14, 623; the 42 USC c. 45; (Federal Fair Housing Act); G. L. c. 151B (Unlawful Discrimination);

G.L. c. 151E (Business Discrimination); the Public Accommodations Law G.L. c. 272, s. 92A;

G.L. c. 272, s. 98 and G.L. c. 272 s. 98A; the Massachusetts Constitution Article CXIV and

G.L. c. 93, s. 103; 47 USC c. 5, sc. II, Part II, s. 255 (Telecommunication Act; Chapter

149, Section 105D, G.L. c. 151C, G.L. c. 272, Section 92A, Section 98 and Section 98A, and G.L. c. 111, Section 199A.

ARTICLE 31. CERTIFICATE OF COMPLIANCE WITH MASSACHUSETTS TAX LAWS

The Contractor certifies Tax Compliance with Federal tax laws; State tax laws including

G.L. c. 62C, G.L. c. 62C, s. 49A (the Contractor has complied with all laws of the

Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting of child support and is in good standing with respect to all returns due and taxes payable to the commissioner of revenue); reporting of employees and contractors under G.L. c. 62E, withholding and remitting child support including G.L. c. 119A, s. 12;

Social Security Number or Signature of Individual

Federal Identification Number or Corporate Name http://www.state.ma.us/legis/laws/mgl/gl-152-toc.htm

BY:______________________________

Corporate Officer (if applicable)

IN WITNESS WHEREOF the parties hereto have executed THREE (3) copies of this

Agreement the day and year first above written.

CONTRACTOR:

By*:

Title:

* My signature above certifies that I am duly authorized, or that I have attached a signed

Certificate of Vote from my Board of Directors giving me authority, to sign this Contract.

TOWN OF NEEDHAM, by its Town Manager:

Kate Fitzpatrick

This is to certify that I/we conducted the procurement in accordance with the Town’s policies and procedures.

Town Employee(s) Conducting the Procurement

Date:

Title(s):

This is to certify that the Department followed the procurement policies and procedures and that any goods and/or services procured under this contract are for the need of Town.

Department Manager Date

Title:

This is to certify that this procurement was made on behalf of the Town in accordance with the requirements of M.G.L., Ch. 30B.

Chief Procurement Officer

This is to certify that the funds have been appropriated or otherwise reserved by the Town for the purposes set forth in the Contract herein.

A/C#: Purchase Order #______________

Town Accountant

Approved As To Form:

David S. Tobin, Town Counsel