Textbooks and Novels IFB~1.pdf

City of Lawrence Textbooks & Novels IFB Page 1

TEXTBOOKS & NOVELS

INVITATION FOR BIDS (IFB)

CITY OF LAWRENCE, MASSACHUSETTS

RELEASED: MONDAY, JUNE 25, 2018

DUE BY: WEDNESDAY, JULY 11, 2018 BY 11:00 AM

DELIVER TO:

City of Lawrence Office of the Purchasing Agent 200 Common Street, Room 301

Lawrence, MA 01840

City of Lawrence Textbooks & Novels IFB Page 2

CITY OF LAWRENCE

INVITATION FOR BIDS (IFB)

TABLE OF CONTENTS

Section Description

1. Introduction

2. General Bid Requirements

3. Book List & Price Sheet

4. Contract Authorization Forms

5. W9 Form

6. Sample Copy of City of Lawrence Standard Contract

City of Lawrence Textbooks & Novels IFB Page 3

RESPONDENT’S CHECKLIST

Please ensure all documents listed on this checklist are included, and/or acknowledged with your submission. Failure to do so may subject the proposer to disqualification.

_____ Respondent’s Checklist (this form)

_____ Letter of Transmittal

_____ Bid Price Form

_____ Certificate of Non Collusion

_____ Certificate of Tax Compliance

_____ Clerk Certificate

_____ W9 Form

_____ Acknowledgement of Addenda (submission of copy of addenda issued, if any)

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SECTION 1: INTRODUCTION

INTRODUCTION

The City of Lawrence, on behalf of the Lawrence Public Schools invites vendors interested in providing a variety of textbooks and novels identified in this IFB as an immediate need for this upcoming school year. All vendors submitting bids must be engaged in the regular business of book sales, either wholesale or retail and carry a substantial stock of books in the major categories of children’s, young adults and adult in both fiction and nonfiction

ANTICIPATED IFB TIME TABLE

Dates and times listed on this IFB Time Table are subject to change.

IFB issued Monday, June 25, 2018 @ 9:00 a.m.

Deadline for submitting questions Tuesday, July 3, 2018 @ 3:00 p.m.

Bids Due Wednesday, July 11, 2018 @ 11:00 a.m.

Award of contract July 12, 2018

Books delivered to location On or before August 21, 2018

SECTION 2: GENERAL INSTRUCTIONS AND CONDITIONS

1. Bid Due Date: Pursuant to M.G.L. Chapter 30B, the City of Lawrence seeks bids from qualified vendors interested in the providing textbooks and novels as listed in this IFB.

Bidders shall submit one (1) copy of their bid in a sealed envelope and properly labeled as “Textbooks & Novels” Bids are due on or before 11:00 a.m. Wednesday, July 11, 2018 at the Office of the Purchasing Agent/CPO. Late bids will not be considered.

2. Time for Award. The Chief Procurement Officer, after a recommendation from the evaluation committee and consultation with the Mayor, will make an award of contract taking into consideration price and services to be provided to the City. An award of contract will be made within thirty (30) days after the proposal submission date or as soon as practicable thereafter. The time for award may be extended for up to thirty (30) days by mutual agreement.

3. Delivery. All books listed in this IFB are needed for the beginning of the 2018/2019 School Year, therefore; all books must be received by the Abbott Lawrence Academy, Lawrence High School Campus, 70-71 North Parish Road, Lawrence, MA 01840 on or before August 21, 2018. Bidders who cannot deliver by that date will be considered non-responsive.

4. Issued Addenda. If any changes are made to this IFB, an addendum will be issued.

Addenda will be emailed or mailed to all bidders on record as having received the IFB package. If the City issues any addenda to this IFB, each bidder shall acknowledge on the Price Bid Form the receipt of each addendum by addendum number.

5. Questions concerning this IFB may only be submitted in writing to Rita V. Brousseau, Purchasing Agent, before 3:00 p.m. Tuesday, July 3, 2018. Questions may only be mailed, delivered, faxed to 978-722-9120 or emailed to rbrousseau@cityoflawrence.com. Written responses will be emailed to all bidders on record as having received the IFB package. The City of Lawrence has identified a sole point of contact with bidders for the purpose of this IFB.

Any attempt to contact any other City of Lawrence employee or to circumvent these procedures in any manner may be grounds for disqualification of the bidder from the procurement process.

mailto:rbrousseau@cityoflawrence.com

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6. Modify Bid: All bids received by Lawrence in response to this IFB shall be considered “firm” and may only be withdrawn as provided by M.G.L. c.30B. A proposer may correct, modify or withdraw a bid by sealed written notice clearly marked as a correction, modification or withdrawal and received in the Office of the Purchasing Agent prior to the time and date set forth for bid submission.

7. Withdrawal of Bid: Once a bid is submitted and received by the City for final consideration and comparison with other bids similarly submitted, the Bidder agrees that he/she may not and will not withdraw his/her bid within thirty (30) consecutive days after the actual date of opening bids.

8. Miscalculation of Bid Price: After the bid submission deadline, 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 proposer 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 proposer will be notified in writing; the proposer may not withdraw the bid. A proposer 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.

9. City’s Right to Reject. The City reserves the right to cancel this IFB, or reject in whole or in party any and all bids, if the City determines that cancellation or rejection serves the best interests of the City

10. Conditional Bid: Bids which are incomplete, conditional, not properly endorsed, or signed, or which are otherwise contrary to these instructions may be rejected.

11. After the bid submission deadline, 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 proposer 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 proposer will be notified in writing; the proposer may not withdraw the bid. A proposer 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.

12. Bid Pricing. All prices must remain firm for the three-year contact period. These fees are final and all inclusive. No extra charges shall be made. Wherever there is an inconsistency between the bid price in numeric and in words, the bid price in words shall prevail.

13. Appropriation. The contract award is subject to an appropriation by the City Council for the fiscal year in which the contract is executed and for any subsequent fiscal year during the contract term.

14. Conflict of Interest. It is prohibited for any bid to be submitted that would constitute a violation of the conflict of interest statute, M.G.L. chapter 268A.

15. Contract documents. This Invitation for Bid (IFB), with all of its terms and conditions, will be part of the contract.

16. Invoices. All invoices are to be submitted to the ordering department, Attention: Accounts Payable. Only invoices referencing a valid purchase order authorized by the City of Lawrence Comptroller and Purchasing Agent will be processed for payment.

17. Invoicing Requirements. All invoices submitted for payment by the contracted vendor will be processed and forwarded, to the City Auditor’s Office, for payment, within sixty (60) days, provided the materials, supplies and/or services have been delivered and/or rendered, as

City of Lawrence Textbooks & Novels IFB Page 6 directed, and accepted. Invoices shall be mailed to the Lawrence Police Department, 90 Lowell Street, Accounts Payable, Lawrence, MA 01840.

To ensure a proper invoice, at a minimum, each invoice must include (in detail) the below listed information and/or attached documentation. Verbal orders are not binding on the City of Lawrence. Purchase Orders issued by the City to pay for goods or services shall be made part of the contract.

1. Name of the business concern, invoice number and invoice date

2. Description of work done, location of work, number of hours worked, number of personnel on the job, materials cost and contracted unit price for services actually delivered or rendered

3. Shipping and payment terms

4. Name (where practicable), title, phone number, and complete mailing address of responsible official to who payment is to be sent

5. Materials shall be invoiced at actual cost plus the contracted percentage mark-up and invoices shall show quantities and unit costs. The City reserves the right to request any and all invoices for materials and/or equipment purchased by the Contractor to perform work and audit such invoices.

6. Other substantiating documentation or information as required by the contract.

Invoices submitted for payment by the Contractor that does not list the above information will be rejected and not paid.

18. Payment Terms. All invoices submitted in the manner stated above will be processed and forwarded to the City Comptroller’s Office for payment within sixty (60) days, provided the equipment, materials, supplies and/or services have been delivered, as directed and accepted by the City of Lawrence.

19. Rule for Award. In accordance with the provisions of M.G.L. c.30B, a contract shall be awarded to the lowest responsive and responsible bidder. A responsible bidder is one who can meet or exceed all of the requirements of this IFB. A responsive bidder is one who has submitted all documentation and information as a complete bid.

These specifications are in anticipation of funding. All contracts are voided if funds are not available.

In case a party to whom a Contract is awarded shall fail or neglect to execute the Contract within 14 days (Saturday’s, Sunday’s and Holiday’s excluded), the City may determine that the Bidder has abandoned the Contract and may award the contract to the next lowest bidder. THIS CLAUSE WILL BE STRICTLY ENFORCED.

20. Copy of Standard Contract. This IFB contains a sample copy of the City of Lawrence Standard Contract that the successful bidder(s) will be required to sign, upon notification of contract award. Software license agreements may be incorporated into the Standard Contract, under Schedule A-Scope of Services, subject to the approval of the City Attorney.

Any software licensing agreements that are to be part of the Standard Contract must be included with the bid documents in order to allow the City Attorney to review the agreement(s), prior to awarding of the contract(s).

21. Proprietary/Brand Names. The use of a proprietary or trade name in any description of equipment, materials or supplies in this IFB is not intended to restrict this IFB to the manufacturer or proprietor; instead it is intended only to describe, by convenient reference to familiar products, the features or characteristics required by the City of Lawrence. Further, the use of any trademark in any description of equipment, materials or supplies does not constitute any endorsement of the product by the City of Lawrence.

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Any item that is the equivalent, in style, quality dimensions and color, to the brand specified will be acceptable to the City of Lawrence. Items not marked on the cost bid form, as being equivalent shall be evaluated as being the item specified and be ordered as such, if an award is made. The City of Lawrence will be the sole judge as to the fitness of any equivalent item for the purpose intended in this bid.

22. Evaluation of Bids. Bids will be evaluated in good faith and bidders are expected to bid in good faith on an hourly rate that will be charged to the City in order to make the necessary repairs. A responsive Bidder is a bidder who has submitted a bid that conforms in all respects to the invitation for bids. A responsible bidder is a bidder who has the capability to perform fully the contract requirements and the integrity and reliability that assure good faith performance.

All bids submitted in response to this IFB will be evaluated in accordance with the provisions established under Massachusetts General Law Chapter 30B. Bidders will be required to adhere to the guidelines established under this statute.

23. Permits, Fees and Notices. The Contractor shall secure and pay for all permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work. The Contractor shall coordinate all efforts required to obtain these permits unless otherwise directed in writing by the city. The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations, codes, and lawful orders of public authorities bearing on the performance of the Work. The City will not honor any request for payment of permits.

24. Orders. Verbal Orders are not binding on the City of Lawrence and any delivery made or work performed without written order or written Contract are at the risk of the Seller or Contractor and may result in an unenforceable claim. The actual needs of City Departments shall govern the actual amount delivered under Contract to be drawn and entered into between the successful bidder and the City. Purchase Orders issued by the City to pay for goods or services shall be made part of the contract.

25. Examination of Premises. The Contractor will sign in/out with the Head Custodian or Building & Facilities Manager upon entering any City or School Buildings. The Contractor will contact the Director or his designee prior to entering any of the School Buildings. The Contractor shall fully inform himself of the existing conditions where repairs are to be performed. The Contractor shall, as requested, furnish estimates and survey potential work at no cost to the City. Failure to sign in/out of city and school buildings where repairs are to be performed may result in non-payment for those repairs. Signing in/out shall not be an attestation that work was performed but rather that the Contractor was on the premises.

The Contractor shall provide materials of a quality equal to or exceeding that of original materials and/or shall be of a quality compatible to existing materials to provide desired results as approved by the City of Lawrence.

26. Laws and Regulations. The Contractor shall comply with all Federal, State and Local

Ordinances and Regulations governing the type of work indicated in these specifications.

27. Removal of Debris. The Contractor will remove all debris and dispose of in accordance with all applicable laws, after work is completed.

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SECTION 2.1: REJECTION OF BIDS

The City of Lawrence reserves the right to reject any and all bids received in response to this IFB.

The City also reserves the right to waive what it may consider minor informalities with bids submitted. A bidder’s bid may be rejected if the bidder:

1. Fails to adhere to one or more of the provisions established in this IFB.

2. Fails to submit its bid at the time and in the format specified herein or to supply the minimum information requested.

3. Fails to meet unconditionally or is unable to demonstrate competence to meet the mandatory technical and business specifications required by this IFB.

4. Fails to submit its bid to the required address on or before the deadline date established by the Transmittal Letter.

5. Fails to submit any of the following: Clerk Certificate, Tax Compliance, Non-Collusion, W9, as specified in this IFB.

6. Misrepresents its products or provides demonstrably false information in its bid, or fails to provide material information.

7. Does not meet some or any of the Quality Requirements as required in this IFB.

SECTION 2.2: FORM AND STRUCTURE OF BID

One complete copy of the bid must be submitted in a sealed envelope and labeled as follows:

Textbooks & Novels.

To be considered a complete bid, bidders must include all of the following in their submittal. The bid must be organized in the following manner:

Respondent’s Checklist (Page 3)

Letter of Transmittal. Each bid shall include a letter of transmittal, not to exceed two pages in length, which bears the signature of an authorized representative of the prime Vendor and designates by name not more than two (2) individuals who will execute the contract with Lawrence on behalf of the prime Vendor. The letter of transmittal shall also state that the proposal will remain in effect for a period of thirty (30) calendar days after the deadline for submission of proposals..

Quality Requirements. Each bidder shall respond to each criterion as listed on Page 10 of this IFB with a Yes or No and submit with their bid. A failure to respond to any of the following minimum standards may result in disqualification of your bid.

Bid Price Sheet. (Bid Pricing) This form MUST be properly completed and submitted with your bid. Absolutely no changes to this form will be accepted and will result in the rejection of your bid.

Required Forms. In this section shall be a fully completed and signed Clerk Certificate, Certificate of Non-Collusion, Certificate of Tax Compliance and W9 Form.

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QUALITY REQUIREMENTS

Quality requirements, or basic business requirements, are the minimum set of standards that an entity must meet and certify to be considered responsible and responsive. Please complete the Quality Requirements form below and submit it with your completed bid. The City of Lawrence may disqualify any response that does not meet the minimum requirements. A “NO” response to any items or a failure to respond to any of the following minimum standards may result in rejection of your bid.

QUALITY REQUIREMENTS

YES NO

1.

No documentable record of non-performance or significant unsatisfactory performance?

Bidders must list any unsatisfactory or non-performance reports against them by any Massachusetts municipalities. Listed shall be the reporting municipality, contact person & telephone number.

2.

Bidder has been engaged in the regular business of book sales, either wholesale or retail for more than five (5) years?

3.

Bidder guarantees that all books awarded will be received by the Abbott Lawrence Academy by August 21, 2018?

4.

Bidder has submitted a complete proposal with all required documents signed; i.e. Non Collusion, Tax Compliance, Clerk Certificate and W9; as instructed in Form and Structure of Bid in this IFB?

In order to provide verification of affirmative responses to items 1 - 4 under the qualification requirements listed above, bidders must submit written information that details the general background, experience and qualifications of the organization. Subcontractors, if applicable, must be also included.

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SECTION 3: BOOK LIST & PRICE SHEET

Extraneous numbers, prices, comments, etc., appearing elsewhere on this shall be deemed to have no effect on the prices offered in the designated locations. No oral, telegraphic, telephonic or facsimile bids will be considered. . Bid prices/fees are final and all inclusive. No extra charges shall be billed to the City. Fuel, transportation, labor and equipment price shall be included in the unit price offered.

Purchases will be put into effect in the form of a purchase order executed by the City of Lawrence Chief Procurement Officer after bids have been awarded. The City of Lawrence will not be responsible for any goods delivered, or services performed without an authorized purchase order from the City of Lawrence Purchasing Department.

All products must be new and unused, unless otherwise specified, in first-class condition and of current manufacture. Design, strength, quality of materials and workmanship must conform to the highest standards of manufacturing and engineering practice.

DELIVERY: All books listed must be received at the address listed below on or before August 21, 2018.

DELIVERY ADDRESS: Abbott Lawrence Academy, Lawrence High School Campus, 70-71 North Parish Road, Lawrence, MA 01843.

BILLING ADDRESS: Lawrence Public Schools, 237 Essex Street, Lawrence, MA 01840, Attention: Accounts Payable.

LINE

TITLE PUBLISHER ISBN # UNIT PRICE QTY

EXTENDED

PRICE

One Hundred Years of Solitude

Harper Perennial Modern Classics

9780061120091 $ 90 $

2 Dubliners Norton Critical Edition 9780393978513 $ 100 $

3 Wuthering Heights Norton Critical Edition 9780393978896 $ 100 $

4 Invisible Man Vintage Books 9780679732761 $ 100 $

Rosencrantz and Guildenstern

Grove Press 9780802126214 $ 100 $

6 Frankenstein Norton Critical Edition 9780393927931 $ 50 $

City of Lawrence Textbooks & Novels IFB Page 11

TITLE PUBLISHER ISBN # UNIT PRICE QTY

EXTENDED

PRICE

7 The Great Gatsby Scribner Edition 9780743273565 $ 100 $

8 Entreculturas 1 Wayside Publishing 9781942400523 $ 60 $

Entreculturas 1 Teacher's Edition

Wayside Publishing 9781942400479 $ 1 $

10 Entreculturas 2 Wayside Publishing 9781942400615 $ 60 $

Entreculturas 2 Teacher's Edition

Wayside Publishing 9781942400561 $ 1 $

12 Entreculturas 3 Wayside Publishing 9781942400707 $ 75 $

Entreculturas 3 Teacher's Edition

Wayside Publishing 9781942400653 $ 1 $

14 Avancemos 2 Houghton Mifflin Harcourt

9780547871967 $ 40 $

Avancemos 2 Resource Box

Houghton Mifflin Harcourt

9780547935218 $ 1 $

16 El Alquimista Harper Collins 9780062511409 $ 35 $

17 Esperanza TPRS Publishing 9781935575290 $ 75 $

18 Felipe Alou TPRS Publishing 9781935575658 $ 75 $

19 Guerra Sucia TPRS Publishing 9781934958056 $ 75 $

20 La Hija Del Sastre TPRS Publishing 9781935575610 $ 75 $

City of Lawrence Textbooks & Novels IFB Page 12

TITLE PUBLISHER ISBN # UNIT PRICE QTY

EXTENDED

PRICE

Como Agua Para Chocolate

Vintage Espanol 9780385721233 $ 75 $

22 Tejidos Wayside Publishing 9781942400332 $ 10 $

23 Triangulo Aprobado Wayside Publishing 9781938026638 $ 10 $

24 Azulejo Wayside Publishing 9781942400318 $ 25 $

Azulejo Teacher's Edition

Wayside Publishing 9781938026249 $ 1 $

La Casa de Bernarda Alba

CreateSpace Independent

9781500218881 $ 35 $

World History:

Preparing for the AP Exam

AMSCO 9781531116958

$ 25 $

Practice of Statistics for the AP Exam (SE)

W.H.Freeman 9781464108730 $ 50 $

Practice of Statistics for the AP Exam (TE)

W.H.Freeman 9781464154010 $ 1 $

GRAND TOTAL BID PRICE $

Expected delivery time following receipt of purchase order _____________________ Est Delivery Date _____________________

This bid includes addenda numbered ______

City of Lawrence Textbooks & Novels IFB Page 13

(Date)

(Name of General Bidder)

By_______________________________________ (Name of Person Signing Bid and Title)

(Business Address)

(City and State)

(Telephone) (Fax)

(Email Address)

City of Lawrence Textbooks & Novels IFB Page 14

SECTION 4: CONTRACT AUTHORIZATION FORMS

Must be submitted with the bid

Clerk Certificate

Authorization to Sign Contract

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

___________________________________________________________ held on Name of Organization

____________________ at which all the Trustees/Directors were present and waived Date notice, it was VOTED, that ____________________________, ________________________ Name Officer of this organization, is authorized to execute contract in the name and behalf of said organization, and affix its corporate seal thereto; and such execution of any contract or obligation in this organization’s name on its behalf by such ________________________________ under the Officer seal of the organization shall be valid and binding upon this organization.

I hereby certify that I am the clerk of the __________________________________ Name of Organization and that ______________________ is the duly elected _____________________________ Type name Officer of said organization, and that the above vote has not been amended or rescinded and remains in full force and effect as of this date.

Corporate Seal Here:

(if no seal, print “none”) Signature

Type name

Date Title

City of Lawrence Textbooks & Novels IFB Page 15

CERTIFICATE OF NON-COLLUSION

Certificate of Non-Collusion

The undersigned certifies under the penalties of perjury that this bid or bid 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 person submitting contract/bid Date

Name of Business

City of Lawrence Textbooks & Novels IFB Page 16

CERTIFICATE OF TAX COMPLIANCE

Certificate 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 contractors, and withholding and remitting child support.

Social Security Number or Signature of Individual or Federal Identification Number Corporate Name

Corporate Officer (if applicable)

City of Lawrence Textbooks & Novels IFB Page 17

SECTION 5: W9 FORM

W9 form follows this page.

City of Lawrence Textbooks & Novels IFB Page 18

SECTION 6: SAMPLE COPY OF STANDARD CONTRACT

CITY OF LAWRENCE

STANDARD CONTRACT

This AGREEMENT made as of by and between

, hereinafter referred to as “the

Contractor”, and the CITY OF LAWRENCE, MASSACHUSETTS, a municipal corporation organized and existing under the laws of the Commonwealth of

Massachusetts, hereinafter referred to as “the City.”

WITNESSETH THAT:

WHEREAS, the City desires to engage the Contractor to render certain services hereafter described, NOW THEREFORE, the parties hereto do mutually agree as follows;

**GENERAL PROVISIONS**

1. Employment of Contractor. The City agrees to engage the services of the

Contractor and the Contractor agrees to perform the services hereinafter set forth.

2. Scope of Services. The Contractor shall do, perform, and carry out, in a satisfactory and proper manner, as determined reasonable and fairly by the City, the tasks described within Schedule A, Scope of Services, attached hereto and made a part hereof.

The City shall have a reasonable opportunity to inspect all services performed by and work product of the Contractor and accept or reject such service or work product.

3. Directives Within Scope of Services. The above tasks and items are not intended to be all inclusive. The City may add to or delete any items, provided that any added items are of a similar nature, and provided that the total cost of such work does not exceed the total cost as specified in Paragraph 8 hereof. The Contractor shall undertake such work only upon the direction of the City. All directives and changes thereof in conformance with this Agreement shall be in written form, prepared and signed by the City and accepted and countersigned by the Contractor or his authorized representatives. Any added tasks or items which are not agreed to be within the Scope of Services by both the City and the Contractor, or which will incur costs beyond the total cost specified in Paragraph 8, shall be handled in accordance with Paragraph 13 hereof.

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4. Data to be furnished to Contractor. All information, data and reports as are existing, available, and necessary for the carrying out of work, shall be furnished to the Contractor upon request without charge by the City, and the City shall cooperate with the Contractor in the carrying out of the Scope of Services.

5. Personnel. (a) The Contractor represents that he has, or will secure at his own expense, all personnel required for the performance of the services under this

Agreement. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Contractor. (b) All of the services required hereunder will be performed by the Contractor or under his supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized under State and local law to perform such services. ( c ) None of the work or services covered by the Agreement shall be subcontracted without the prior written approval of the City.

5.1. The Contractor certifies that it is not disbarred, suspended, or otherwise excluded from receiving funds or bidding on any project by any State or Federal Agency.

6. Waiver of Workmen’s Compensation and Unemployment Compensation

Benefits. It is agreed that the Contractor and Contractor’s employees, agents, servants or other persons for whose conduct the contractor is responsible shall not be deemed to be employees of the city and shall not file any claim nor bring any action for any workmen’s compensation or unemployment benefits and compensation for which they may otherwise be eligible as a result of work performed pursuant to the terms of this Agreement.

6.1 The Contractor is retained solely for the purposes of and to the extent set forth in this Contract. Contractor’s relationship to the City during the term of this

Contract shall be that of an independent Contractor. The Contractor shall have no capacity to involve the City in any contract nor to incur any liability on the part of the city. The Contractor, its agents or employees shall not be considered as having the status or pension rights of an employee; provided that the Contractor shall be considered an employee for the purpose of General Laws c. 268A

(the Conflict of Interest Law). The City shall not be liable for any personal injury to or death of the Contractor, its agents or employees.

7. Duration. The services of the Contractor are to commence as of the date first written above and shall be undertaken and completed in such sequence as to assure their expeditious completion in light of the purposes of this Agreement.

All of the services required pursuant to Schedule A, Scope of Services, herein shall be completed pursuant to Schedule C, Work Program and Schedule. Any changes in performance dates shall be handled in accordance with paragraph 13, herein. Additional services may be requested at the option of the City, which shall be completed by such date as may be established by the City at the time of authorization subject to mutual agreement of the parties thereto.

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7.1 It is understood and agreed that all specified times or periods of performance are of the essence of this Contract.

8. Compensation. The City agrees to pay the contractor the compensation specified in Schedule B, Compensation and Method of Payment, which is attached hereto and made a part hereof, for the above services which shall constitute complete compensation for all services rendered and for such reimbursable expenses as authorized per paragraph 9, Reimbursable Expenses. Appropriate sums will be paid, subject to receipt of a detailed requisition for payment from the Contractor specifying that he has performed the work and incurred authorized reimbursable costs under this Agreement in conformance with the Agreement, and that he is entitled to receive the amount requisitioned under the terms of the Agreement and approval of said requisition by the City department responsible for payment of this Contract.

8.1 The Contractor may, in the absence of a payment schedule, periodically submit to the Official invoices, itemizing service, labor and expenses for which compensation is due and requesting payment for services rendered by the

Contractor during the period covered by the invoice.

8.2 Acceptance by the Contractor of payment from the City for final services under this Contract shall be deemed to release forever the City from all claims and liabilities.

9. Reimbursable Expenses. The City agrees to reimburse the Contractor only for those direct costs incurred by the Contractor pursuant to the performance of work under this Agreement as set forth and authorized within Schedule B, Compensation and Method of Payment, herein. As the City is exempt from sales tax, sales tax charges are not reimbursable by the City.

9.1 In the event that this Contract provides for reimbursement by the City to the

Contractor for travel or other expenses, the Contractor shall submit such proposed expenses to the Official for approval prior to the incurrence of such expenses.

10. Termination of Agreement for Cause. If, through any cause, the Contractor shall fail to fulfill in a timely manner all obligations under this Agreement, or in the

Contractor shall violate any or all of the provisions of this Agreement, the City shall thereupon have the right to terminate this agreement by written notice to the Contractor of such termination specifying the effective date thereof at least five (5) days before the effective date of such termination. Cause shall also include, but not be limited to, dissolution, termination of existence, insolvency, appointment of receiver of any property, assignment for the benefit of creditors, or commencement of any proceeding under any bankruptcy or insolvency laws by or against the Contractor. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or

City of Lawrence Textbooks & Novels IFB Page 21 other material prepared by the Contractor under this Agreement shall, at the option of the City, become its property, and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other material.

Notwithstanding the above, the Contractor shall not be relieved of liability to the

City for damages sustained by the City by virtue of any breach of the Agreement by the Contractor, and the City may withhold any payments to the Contractor for the purposes of setoff until such time as the exact amount of damages due the

City from the Contractor is determined.

11. Termination for Convenience of City. The City may terminate this Agreement at any time by giving written notice to the Contractor of such termination and specifying the effective date of such termination. In that event, all finished or unfinished documents and other materials as described in Paragraph 11 above shall, at the option of the City, become its property. If the Agreement is terminated by the City as provided herein, the Contractor will be paid an amount which bears the same ratio to the total compensation as the services actually performed actually bear to the total services of the Contractor covered by this

Agreement, less payments of compensation previously made.

12. Changes. The City may from time to time require changes in the Scope of

Service of the contractor to be performed hereunder. Such changes, including any increase or decrease in the amount of the Contractor’s compensation or any change in the work schedule, which are mutually agreed upon by and between the

City and the Contractor, shall be incorporated in written amendments to this

Agreement.

13. If the Contractor shall provide services in a manner which is not to the satisfaction of the City, the City may request that the Contractor refurnish services at no additional cost to the City until approved by the City. If the Contractor shall fail to provide services or shall provide services which are not satisfactory to the City, the City, in the alternative, may make any reasonable purchase or Contract to purchase services in substitution for those due from the Contractor. The City may deduct the cost of any substitute Contract or nonperformance of services with incidental and consequential damages from the Contract price and shall withhold such damages from sums due or to become due to the Contractor.

13.1 If the damages sustained by the City exceed sums due or to become due, the

Contractor shall pay the difference to the City upon demand.

13.2 The Contractor shall not be liable for any damages sustained by the City due to the Contractor’s failure to furnish services under the terms of this Contract if such failure is in fact caused by the occurrence of a contingency with the nonoccurrence of which was a basic assumption under which this Contract was made, including but not necessarily limited to a state of war, act of enemies, City of Lawrence Textbooks & Novels IFB Page 22 embargoes, expropriation of labor strike or any unanticipated federal, state or municipal governmental regulation of order, provided that the Contractor has notified the official in writing of such cause within fourteen (14) days after its occurrence.

14. Incorporation of Non-Discrimination Laws and Requisitions. It is understood and agreed that if this Agreement is funded in whole or in part by Federal money, that the Contractor is expected, and hereby agrees, to comply with all laws, ordinances, and duly promulgated regulations applicable to contracts of such a nature.

15. Interest of Members of the City. No officer, member, or employee of the City and no members of its governing body of the locality or localities in which the project is situated or being carried out who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this project, shall participate in any decision relating to this Agreement which affects his personal interest or the interest of any corporation, partnership, or association in which he is, directly or indirectly interested or has any personal or pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. The Contractor’s attention is specifically called to the Conflict of Interest Law, M.G.L. c. 268A.

16. Interest of Contractor. The Contractor covenants that he has neither presently nor during the period of this Agreement shall have any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement. The Contractor further covenants that in the performance of this Agreement no person having any such interest shall be employed. Conflicts of interest include, but are not limited to: (a) family relationships with officials of the City, (b) instances where the Contractor during the period covered by the Agreement was connected as an officer or employee of the City, (c ) instances where the Contractor has an interest in the Community

Development Department or any parcels of land therein, covered by the work to be performed under this Agreement.

17. Assignability. The Grantee shall not assign any interest in this Agreement and shall not transfer any interest in the same (whether by assignment or novation) without the prior written consent of the City thereto.

18. Findings Confidential. Any reports, information, data, etc. given to or prepared or assembled by the contractor under this Agreement which the City requests to be kept as confidential shall not be made available to any individual or organization by the Contractor without the prior written approval of the City.

19. Officials Not to Benefit. (Applicable to Contracts Pertaining to Community

Development Department) No Members or Delegates to the Congress of the

United States of America, and no Resident Commissioner, shall be admitted to any share or part hereof or to any benefit to arise herefrom.

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20. Identification of Documents. (Applicable to Contracts Pertaining to Community

Development Department) All reports, maps, and other documents completed under this Agreement other than documents exclusively for internal use within the City, shall carry the following notation on the front cover or title page, (or in the case of maps, in the title block):

“The preparation of this (report, map, document, etc.) was financially aided through the Department of Planning and Community Development of the City of Lawrence.”

21. Publication, Reproduction and Use of Material. (a) Material produced in whole or in part under this Agreement shall not be subject to Copy right, except by the

City, in the United States or in any other country. The City or its duly authorized representatives have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, or other materials prepared under this Contract. (b) The Contractor hereby agrees to provide to the City copies of the draft of the report, and associated material, in sufficient number, as may be requested by the City for review and/or working purposes. (c ) The

Contractor hereby agrees to provide copies of the final report as indicated in

Schedule A, Scope of Services.

22. Commission Prohibited. The Contractor warrants that he has not employed any person to solicit or secure this Agreement upon any agreement for a commission, percentage, brokerage, or contingent fee. Breach of this warranty shall give the

City the right to terminate this Agreement, or, in its discretion, to deduct from the Contractor’s fee the amount of such commission, percentage brokerage, or contingent fee.

23. This Contract is made subject to all laws of the Commonwealth of

Massachusetts.

24. The Contractor shall provide, all its sole expense, all necessary licenses, permits of other authorizations required by the City, the Commonwealth of Massachusetts or any other governmental agency with proper jurisdiction.

25. The Contractor shall where applicable take out and maintain during the term of this agreement such Workmen’s Compensation Insurance as may be reasonably necessary to protect the Contractor from claim under General Laws c. 152

(the Workmen’s Compensation Law).

26. The Contractor agrees and shall require any subcontractor to agree not to discriminate in connection with the performance of work under the Contract against any employee or applicant for employment because of sex, race, religious creed, national origin or age. The contractor agrees and shall require any sub-contractor to agree to post in conspicuous places notices to be provided by the

City of Lawrence Textbooks & Novels IFB Page 24

Massachusetts Commission Against Discrimination, setting forth provisions of the Fair Employment Practice Law of the Commonwealth.

27. The Contractor shall keep himself fully informed of all City Ordinances and

Regulations, and State and Federal laws which in any manner affect the work herein specified. The Contractor shall at all times observe and comply with said ordinances, regulations or laws, and shall protect and indemnify the City, its officers, agents and employees against any claim or liability arising from or based on the violations of such ordinances, regulations or laws, caused by the negligent actions of the Contractor, his agents or employees.

28. Audit and Inspection. (a) At any time during normal business hours, and as often as the City, HUD/or representatives of the Comptroller General of the

United States may deem it necessary, there shall be made available to audit, examine and make excerpts or transcripts, all records, contracts, invoices, materials, payrolls, records or personnel conditions of employment and other data relating to all matters covered by the Contract. (b) For a period of three years after final payment under this Agreement, the Contractor shall make its work papers, records and other evidence of audit available to the City or its duly authorized representatives.

29. The Contractor shall furnish such information, estimate or vouchers relating to the services or to documentation of labor or expenses as may be requested by the Official.

30. The Contractor shall pay and be exclusively responsible for all debts for labor and material contracted for by Contractor for the rental of any appliance or equipment hired by Contractor and/or for any expense incurred on account of services to be performed under this Contract.

31. The Contractor shall bear all loss resulting from any cause before performance of service if the service or work product fails to conform to specifications.

32. The Contractor shall assume the defense of and hold the City, its officers, agents or employees, harmless from all suits and claims against them or any of them arising from any act or omission of the Contractor, its agents or employees in any way connected with performance under this Contract.

33. This Contract is subject to the availability of an appropriation therefor.

33.1 If the Contract is funded under a grant with the Federal Government, it is being executed without further appropriation pursuant to General Laws c.44, s. 53A.

33.2 When the amount of the City Auditor’s certification of available funds is less than the face amount of the Contract, the City shall not be liable for any claims or requests for payment by the Contractor which would cause total claims or

City of Lawrence Textbooks & Novels IFB Page 25 payments under this Contract to exceed the amount so certified.

34. Any waiver, expressed or implied, by the City or the Official of any rights, terms or conditions of this Contract shall not operate to waive such rights, terms or conditions or any other rights, terms or conditions, beyond the specific instance of waiver.

35. Attachments. Attached hereto are the following schedules which are incorporated into this Agreement and made a part hereof:

Schedule A - Scope of Services

Schedule B - Compensation and Method of Payment

Schedule C - Work Program and Schedule

Schedule D - Attestation Pursuant to M.G.L. c.62c, sec.49A

Schedule E - Certificate of Good Standing

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SCHEDULE A

SCOPE OF SERVICES

City of Lawrence Textbooks & Novels IFB Page 27

SCHEDULE B

COMPENSATION AND METHOD OF PAYMENT

Invoices are to be submitted to the ordering department, Attention: Accounts Payable.

Only invoices referencing a valid purchase order, authorized by the City of Lawrence’s

Purchasing Agent and Comptroller, will be processed for payment.

All invoices submitted for payment must have the Name of the business concern, invoice number and invoice date; Contract number, or authorization for delivery of property of performance of services; Description, price, quantity and services actually delivered or rendered; Shipping and payment terms; Name (where practicable), title, phone number, and complete mailing address of responsible official to who payment is to be sent; and any other substantiating documentation or information as required by the contract. These invoices will be processed and forwarded, to the City Comptroller’s Office, for payment, within sixty (60) days, provided the materials, supplies and/or services have been delivered and/or rendered, as directed, and accepted by the City of Lawrence.

The amount of this contract shall not exceed $

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SCHEDULE C

DELIVERABLES AND SCHEDULE

City of Lawrence Textbooks & Novels IFB Page 29

SCHEDULE D

LEGISLATION ENACTED BY THE COMMONWEALTH OF MASSACHUSETTS,

EFFECTIVE JULY 1, 1983, REQUIRES THAT THE ATTESTATION BELOW BE

SIGNED.

A T T E S T A T I O N

Pursuant to M.G.L. Ch. 62C, Sec. 49A, I certify under the penalties of perjury that I, to my best knowledge and belief have filed all state tax returns and paid all state taxes required under law.

*Signature of Individual **Social Security Number or Corporate Name (Mandatory) (Voluntary) or Federal Identification Number

By:_________________________ Date:______________________________

Corporate Officer

(Mandatory, if Applicable)

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

** Your social security number will be furnished to the Massachusetts Department of Revenue to determine whether you have met tax filing or tax payment of obligations. Providers who fail to correct their non-filing or delinquency will not have a contract or other agreement issued, renewed, or extended.

This request is made under the authority of Mass. G.L.C. 62C, S. 49A.

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SCHEDULE E

STATEMENT OF GOOD STANDING

In accordance with State and Federal regulations, I ________________________ hereby certify that we are not disbarred, suspended or otherwise excluded from receiving funds or bidding on any project by any State or Federal agency.

Signature Date

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**SIGNATORIES**

IN WITNESS WHEREOF the parties hereto have executed this Agreement in quadruplicate as of the day first written above in the City of Lawrence, Essex County, Massachusetts.

CONTRACTOR CITY OF LAWRENCE

Reviewed and Authorized by:

By______________________________

Date

By____________________________

Department Head Date

I hereby certify this contract complies with the provisions of M.G.L. Chapter 30B:

By______________________________ By____________________________

Procurement Officer Date Mayor Date

APPROVED AS TO FORM:

By_______________________________

City Attorney Date I hereby certify that an appropriation is available for and encumbered against this contract in the amount of:

Fund

Account This contract is subject to the availability of an appropriation. No payments shall be

Processed without a fully executed purchase order certifying that funds are available for said purchase.

By____________________________

Comptroller Date