Town of Wilbraham

WILBRAHAM LINE PAINTING 2026

Notice of Invitation for Quotes

The Town of Wilbraham invites quotes for the purpose of performing line painting in the Town of Wilbraham.

Quotes must be made in accordance with all applicable Federal, State and Town laws and by-laws and regulations and must comply in all respects with the instructions, conditions, specifications and other requirements in the Invitation for Quote package. Prevailing State Minimum Wage Rates must be complied with in accordance with M.G.L. c. 149, §§26-27H. These wage rates are contained within the contract documents.

This solicitation is being conducted in accordance with the provisions of M.G.L. c. 30 §39M. The successful quoter shall be required to furnish a payment bond in an amount equal to fifty percent (50%) of their Quote.

Quote packages can be obtained from the Department of Public Works, Town Hall, 240 Springfield Street, Wilbraham, MA 01095 (413-596-2800 x208) via email at DPW@wilbraham-ma.gov beginning on Wednesday, July 22, 2026. Quotes must be submitted by 3:00 p.m. on Thursday, August 6, 2026 where they will be opened.

All quotes must be submitted on the official Standard Quote Form, included in the quote packages. Quotes must include the signed Non-Collusion and Non-Discrimination paperwork as well as the Certification of Labor

Harmony and OSHA Training. No quote may be withdrawn for a period of forty-five days, excluding Saturdays, Sundays and Holidays, after the due date for quotes.

The Town reserves the right to reject any and all quotes, to waive minor informalities or irregularities in any quote, and to make an award in any manner consistent with the law and deemed to be in the best interest of the

Town of Wilbraham.

Tonya L. Capparello, P.E.

Director of Public Works/Town Engineer

Notice of Invitation for Quotes

SECTION A: INTRODUCTION

The Town of Wilbraham Department of Public Works ("the Town") invites quotes for WILBRAHAM LINE PAINTING 2026, pursuant to the Invitation for Quotes published in the Central Register and CommBuys, a copy of the text appearing therein is attached hereto and incorporated by reference as if fully set forth herein. Quotes must be made in accordance with all applicable Federal, State and Town laws and regulations and must comply in all respects with the instructions, conditions, specifications and other requirements in the Invitation for Quote packages. This solicitation is being conducted in accordance with the provisions of Massachusetts General Laws chapter 30 § 39M and all quotes must be evaluated in strict accordance with the requirements and criteria set forth in this Invitation for Quotes. Prevailing State Minimum Wage Rates must be complied with in accordance with M.G.L. c. 149, §§26-27H. These wage rates are contained within the contract documents.

SECTION B: INSTRUCTIONS TO CONTRACTORS

SECTION B: INSTRUCTIONS TO CONTRACTORS

1. General: Contract Documents The contract documents consist of this Invitation for Quotes and all Exhibits as well as all quote documents required to be submitted by the Quoters, including any modifications duly incorporated in any of the foregoing documents before the close of quotes.

2. Preparation and Submission of Quotes A contractor who desires to submit a quote contemplated in the advertisement shall thoroughly review and be familiar with these instructions, the standard contract, the specifications and Exhibits attached before submitting the quote documents required. Quoters are cautioned to examine carefully the conditions affecting the proposed contract and to acquaint themselves with the quantity and character of the material to be handled under the contract.

Submission of a quote shall be deemed conclusive evidence that the quoters is fully acquainted with and shall be fully responsible for all such requirements and conditions.

3. Questions All other questions by prospective quoters concerning interpretations of this invitation to quote must be submitted via email not later than five business days prior to the opening of the quote. Questions will be submitted via email to:

Tonya Capparello (DPW@wilbraham-ma.gov), Department of Public Works, Town Hall, 240 Springfield Street, Wilbraham, Massachusetts 01095. Answers to questions shall be posted as an addendum no later than three days prior to quote opening.

4. Quotes Each quote shall conform to the following:

a. All quote documents are due by 3:00 p.m. on Thursday August 6, 2026. All quotes shall be in an opaque envelope marked “WILBRAHAM LINE PAINTING 2026 Quote" and addressed as follows: Engineering Department, Wilbraham Town Hall, 240 Springfield Street, Wilbraham, Massachusetts 01095. Hand delivered quotes should be delivered to the DPW Office.

b. All Quotes shall be submitted on the prepared forms and shall include all other documents required, including, a Certification of Non-Discrimination (Exhibit A), a Certificate of Non-Collusion (Exhibit B), Certification of Labor and Harmony and OSHA Training (Exhibit C), State Tax Certification (Exhibit D) and the Standard Quote Form (Exhibit E). Failure to submit a Quote on the Standard Quote Form provided shall be considered cause for rejection of the Quote. Do Not Submit Quotes on letterhead or other forms.

c. A quote shall not be considered which is not in the possession of the Engineering Department by the quote deadline.

d. A quote must be signed, as follows: (1) if the contractor is an individual, by him personally; (2) if the contractor is a partnership, by the name of the partnership, followed by the signature of each general partner; (3) if the contractor operates under the fictitious Names Act, by the name of the fictitious identity, followed by the signature of each owner; and (4) if a contractor is a corporation, by the authorized officer, whose signature shall be attested by the Clerk/Secretary of the Corporation and the Corporate Seal affixed.

e. A contractor may withdraw his quote at any time up to the time set for opening of the quotes, provided the request for withdrawal is presented in writing and signed by the contractor in the manner and form required for submitting of a quote. A quote may not be withdrawn after the time set for opening the quotes, except as provided by law. After quote opening, a quoters may not change the price or any other provision of the quote in a manner prejudicial to the interest of the Town of Wilbraham or fair competition. The Town may waive minor informalities or allow the quoters to correct them. If a mistake and the intended quote are clearly evident on the face of the quote document, the Town shall correct the mistake to reflect the intended correct quote and so notify the quoters in writing, and the quoters may not withdraw the quote. A quoter may withdraw a quote if a mistake is clearly evident on the face of the quote document but the intended correct quote is not similarly evident.

f. Contractors shall make all price quotes in writing and in figures. In case of discrepancy, the quote in writing shall bind.

g. Quotes calling for alternative contract and performance specifications will not be considered. Substantive exceptions, modifications or additions to any portion of the quote documents identified on the standard quote form will be cause for rejection of the quote. Exceptions to specifications made elsewhere in the quoter’s submission shall be of no effect and a quoter will be bound to the quote without any exceptions. The use of brand names, model numbers, part dimensions and strength or capacity specifications are for descriptive purposes only. The Town may accept alternative components as long as they are functionally equal or superior to the part specified and the quoter can document such functional equivalency.

5. Quote Security None

6. Determination of Responsibility

a. All quoters shall be required to demonstrate to the satisfaction of the Town that they have adequate financial resources, personnel, facilities, and expertise to perform the services required by the specifications and shall furnish such information and proof of these qualifications as required by this Invitation for Quotes and the exhibits hereto. No contract will be awarded to any quoter who, as determined by the Town, is not qualified to perform satisfactory service due to an unsatisfactory record or inadequate experience, or who lacks the necessary capital, organization, or facilities to conduct and complete the services in strict accordance with the specifications.

b. The Town, in considering each quote, shall prior to any determination and subsequent award investigate and evaluate the quoter to determine whether the quoter is responsible. Consideration may be given to the quoter's prior experience in providing similar services, the financial and organizational status of the quoters, and prior compliance with applicable laws, ordinances, rules and regulations.

c. After the opening of quotes but before the award is made, the Town may require additional information, either technical or general, from any of the qualified low quoters in order to determine the award. This information shall be supplemental in nature and may not add to, detract from, or conflict with the contents of the original response.

d. No provision in this Invitation for Quotes should be construed to require an award to a quoters whose submitted background information, when investigated and verified by the awarding authority, raises significant questions as to its ability to successfully provide the services required.

7. Opening and Consideration of Quotes

a. Each quote shall be publicly opened and read by the Chief Procurement Officer immediately following the submission deadline stated above.

b. Consideration and acceptance of quotes shall be based on the ability of the contractor to meet the specifications legally advertised and set forth in this Invitation to Quote and any subsequent modifications thereof.

c. Any non-substantive exceptions, changes, modifications, alternatives, etc., may be considered as long as they are clearly noted on the standard quote form (Exhibit E), explained, and identified by the initials of the signing parties. If the contractor's own stationary is used, it shall be signed and executed as specified herein and shall be considered part of the quote and Contract.

d. The Town shall have the right to reject any and all quotes and parts thereof, or items therein, and to waive any defects or irregularities as to form therein, without prejudice.

e. The Town will award the Contract or reject all quotes within forty-five (45) days after the opening of the quotes.

The Town shall have the time indicated in which to investigate, evaluate, and award or reject the quotes. No contractor shall have the right to withdraw, change, or alter its quote within said time.

8. Award of Contract

a. All quotes will be reviewed by the Director of the Department of Public Works and the Chief Procurement

Officer. The Select Board or their designee is the awarding authority.

b. Any contract will be awarded to the responsible quoter offering to perform the contract at the lowest price and whose quote conforms to the Invitation for Quotes and specifications. The Town of Wilbraham reserves the right to reject any and all quotes and to waive minor informalities and irregularities in quotes.

e. The quotes shall remain in effect for up to forty-five (45) days after the opening of quotes. This timeline may be extended upon mutual agreement of the Town and the quoters in writing. The successful quoter will be notified in writing that its quote has been accepted and that it has been awarded the contract. Contract forms, in the form included herein, will be sent with the notification of award to the successful quoter who shall execute and deliver the contract to the Chief Procurement Officer within twenty-one (21) calendar days after the date of the award.

f. The Contractor shall furnish forthwith a Certificate of Insurance for each policy required in the Contract.

g. The Contract shall be in writing and be executed in duplicate.

h. The Contract is valid for a period of one year from date of Executed Contract.

9. Failure to Execute Contract

Should the successful quoter fail to execute the Contract and furnish the required bonds within the time stipulated, the Town, at its option, may determine that the Quoter has abandoned the Contract and thereupon the Quote and acceptance shall be null and void.

SECTION C: STANDARD CONTRACT

TOWN OF WILBRAHAM1

CONTRACT # ________________________

STATE CONTRACT # (if applicable) _________________________

DATE: ___________________

This Contract is entered into on, or as of, this date by and between the Town of Wilbraham, 240 Springfield Street, Wilbraham, MA 01095 (the “Town”), and

[“Contractor”]

[Contact Name for Responsible Person]

[Address of the Contractor]

[Telephone Number]

[Email address]

1. This is a Contract for the procurement of the following:

Wilbraham Line Painting 2026

2. The Contract price to be paid to the Contractor by the Town is:

Not to exceed quoted price.

3. Payment will be made as follows:

3.1 If 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).

3.2 Fees and Reimbursable Costs combined shall not exceed quoted price as more fully set forth in the Contractor Documents. The Town agrees to make all reasonable efforts to pay to 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 the Town of the Work completed.

1 Construction under $250k

3.3 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.

4. Security:

4.1 In the event the contract price exceeds the sum of $10,000.00, the Contractor must provide security in the form of a bond or otherwise, conditioned upon the faithful performance of this Contract.

4.2 If this Contract is to be used for either building construction subject to MGL c. 149 or public works (non-building) construction (including labor) subject to MGL. c. 30, § 39M or MGL. c. 30B, § 5 the following chart and notes are provided for clarification on the minimum required security subject to the Town requiring additional security:

Contract Price Performance Bond Payment Bond Bid Deposit

Under $10,000 No No No $10,000 - $25,000 No No No $25,001 - $50,000 No 50% of total contract price2 No

$50,001 - $150,0003 No 50% of total contract price

5% of total bid

Over $150,0004 100% of contract price 100% of contract price 5% of total bid

5. Definitions:

5.1 Acceptance: All Contracts require proper acceptance of the described Work by the Town. Proper acceptance shall be understood to include inspection of the Work by the Town of its designated representative and certification of acceptable performance to ensure that the Work is complete as specified in the Contract.

5.2 Contract Documents: All documents relative to the Contract including (where used) Written Scope of

Work or Quote Form, Invitation for Bids and all attachments thereto, Instructions to Bidders, Bid Form, General Conditions, Supplementary General Conditions, General Specifications, Other Specifications included in Project Manual, Drawings, all Addenda issued during the bidding period and Contractor’s Response to the Invitation for Bids or Scope of Work or Quote Form. The Contract Documents are complementary, and what is called for by any one shall be as binding as if called for by all. The purpose of the Contract Documents is to include all labor and materials, equipment and transportation necessary for the proper performance of the Contract.

5.3 The Contractor: The “other party” to any Contract with the Town. This term shall (as the sense and particular Contract so require) include Vendor, Contractor, Engineer, or other label used to identify the other party in the particular Contract. Use of the term “Contractor” shall be understood to refer to any other such label used.

2 As required by MGL c. 149, § 29 for Building Construction Contracts as well as Public Works (Non-Building) Construction Contracts (with Labor) subject to MGL c. 30, § 39M, or MGL c. 30B, § 5.

3 This $150,000 threshold is applicable to only Building Construction Contracts subject to MGL c. 149, but not to Public Works (Non- Building) Construction Contracts (with Labor) subject to MGL c. 30, § 39M, that are more than $50,000. This row applies to all Public Works Contracts subject to MGL c. 30, § 39M, that are greater than $50,000.

4 The requirements of this row only apply to for Building Construction Contracts subject MGL c. 149, but not for Public Works (Non- Building) Construction Contracts (with Labor) subject to MGL c. 30, § 39M, or MGL c. 30B, § 5.

5.4 Date of Substantial Performance: The date when the Work is sufficiently complete in accordance with Contract Documents, as modified by approved Amendments and Change Orders.

5.6 Subcontractor: Those having a direct Contract with the Contractor. The term includes one who furnished material worked to a special design according to the Drawings or Specifications of this work, but does not include one who merely furnishes material not so worked.

5.7 Work: The construction required by the Scope of Work and/or the Contract Documents as well as related services and/or materials.

6. 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 November 1st, 2026 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 essence for the completion of the Contract.

The Contractor shall provide a detailed schedule to the Town prior to commencing work, which schedule shall not be final until accepted by the Town. Said schedule shall be in conformance with the requirements under the Invitation for Bids.

7. Subject to Appropriation:

Notwithstanding anything 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. In the absence of appropriation or availability as certified herein, this Contract shall be immediately terminated without liability for damages, penalties or other charges to the Town. In the event this is a multi-year contract, this Contract shall be subject to annual appropriation and in the event funds are not so appropriated, this Contract shall terminate immediately without liability for damages, penalties or charges to the Town.

8. Permits and Approvals:

Permits, Licenses, Approvals and all other legal or administrative prerequisites to its performance of the Contract shall be secured and paid for by the Contractor.

9. Termination and Default:

9.1 Without Cause. The Town may terminate this Contract on seven (7) calendar days’ notice when in the Town’s sole discretion it determines it is in the best interests of the Town to do so, 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.

Upon termination without cause, Contractor will be paid for services rendered to the date of termination.

9.2 For Cause. If 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.

9.3 Default. The following shall constitute events of a default under the Contract:

(1) any material misrepresentation made by the Contractor to the Town; 2) any failure to perform any of its obligations under this Contract including, but not limited to the following: (i) failure 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-discrimination, (vii) any other acts specifically and expressly stated in this Contract as constituting a basis for termination of this Contact, and

(viii) failure to comply with any and all requirements of state law and/or regulations, and Town bylaw and/or regulations.

10. Suspension or Delay

The Town may order the Contractor, in writing, to suspend, delay or interrupt all or any part of the Services without cause for such period of time as the Town may determine to be appropriate for its convenience. In the event of any such suspension, delay or interruption, the Contractor’s time for performance may be equitably adjusted. No adjustment shall be made if the Contractor is or otherwise would have been responsible for the suspension, delay or interruption of the Services, or if another provision of this Contract is applied to render an equitable adjustment.

11. The Contractor’s Breach and the Town’s Remedies:

Failure of the Contractor to comply with any of the terms or conditions of this Contract shall be a material breach of this Contract, and the Town of Wilbraham 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 “Damages” including but not limited to costs, attorney’s fees or other damages resulting from said breach (“Damages”) as well as specific performance, and the right to select among the remedies available to it by all of the above.

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 services as a result of any failure, omission or mistake of the Contractor in providing services as provided in this Contract.

12. Statutory Compliance:

12.1 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 of the General Laws are incorporated by reference into this Contract, including, but not limited to, the following:

General Laws Chapter 30B – Procurement of Goods and Services.

General Laws Chapter 30, Sec. 39, et seq: - Public Works Contracts.

General Laws Chapter 149, Section 44A, et seq: Public Buildings Contracts.

12.2 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 of this Contract shall be inconsistent with any law or regulation limiting the power or liability of cities and towns, such law or regulation shall control.

12.3 The Contractor shall comply with all Federal, State and local laws, rules, wage regulations, 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 approvals required for the supply of such Work.

The Contractor hereby agrees to indemnify and hold the Town harmless for and against any and all fines, penalties or monetary liabilities incurred by the Town as a result of the failure of the Contractor to comply with the previous sentence. If any discrepancy or inconsistency is discovered in the Drawings, Specifications or Contract for this work in violation of any such law, by-law, regulation, order or decree, it shall forthwith report the same in writing to the Town. The Contractor hereby agrees to, at all times, itself observe and comply with all such existing and future laws, by-laws, regulations, orders and decrees; and hereby agrees to 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 of any such law, by-law, regulation or decree. The Town agrees to make reasonable effort to notify the Contractor of any duty arising out of this paragraph, but failure to make timely notice will not relieve the Contractor of any duty under this paragraph.

13. Conflict of Interest:

Both the Town and the Contractor acknowledge the provisions of the State Conflict of Interest Law (General Laws Chapter 268A), and this Contract expressly prohibits 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 performance of this Contract;

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.

14. Certification of Tax Compliance

This Contract must include a certification of tax compliance by the Contractor, as required by General Laws Chapter 62C, Section 49A (Requirement of Tax Compliance by All Contractors Providing Goods, Services, or Real Estate Space to the Commonwealth or Subdivision).

15. Non-Discrimination/Affirmative Action

The Contractor shall carry out the obligations of this Contract in compliance with all requirements imposed by or pursuant to federal, State and local ordinances, statutes, rules and regulations and policies prohibiting discrimination in employment, including but not limited to, Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967; Section 504 of the Rehabilitation Act of 1973 and Mass. G. L. c. 151B, and any other executive orders, rules, regulations, requirements and policies relating thereto enacted by the Commonwealth of Massachusetts and the Town as they may be amended from time to time. Contractor shall not discriminate against any qualified employee or applicant for employment because of race, color, national origin, ancestry, age, sex, religion, physical or mental handicap or sexual orientation.

16. Assignment:

The Contractor shall not assign, sublet or otherwise transfer this Contract, in whole or in part, without the prior written consent of the Town, and shall not assign any of the moneys payable under this Contract, except by and with the written consent of the Town.

17. Condition of Enforceability Against the Town:

This Contract is only binding upon, and enforceable against, the Town if: (1) the Contract is signed by a majority of the Select Board; and (2) endorsed with approval by the Town Accountant as to appropriation or availability of funds; and

(3) endorsed with approval by the Town Counsel as to form.

18. Corporate Contractor:

If the Contractor is a corporation, it shall endorse upon this Contract (or attach hereto) its Clerk’s Certificate certifying the corporate capacity and authority 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 Wilbraham unless and until the Contractor complies with this section.

The Contractor, if a foreign corporation, shall file with the Commissioner of Corporations a Power of Attorney and duly authenticated copies of its Charter or Certificate of Incorporation; and said Contractor shall comply with all the laws of the Commonwealth of Massachusetts.

19. Contractor’s Personnel:

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

20. Liability of Public Officials:

To the full extent permitted by law, no official, employee, agent or representative of the Town of Wilbraham shall be individually or personally liable on any obligation of the Town under this Contract.

21. Indemnification:

The Contractor hereby agrees to indemnify, defend and save harmless the Town, the Town’s officers, agents and employees, from and against any and all damages, liabilities, actions, suits, proceedings, claims, demands, losses, costs, expenses, recoveries and judgments of every nature and description (including attorneys’ 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 Contractor, 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 hereby 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 any of them may be liable, including damages caused by his, its or their use of faulty, defective, or unsuitable material or equipment, unless the damage is caused by the Town’s gross negligence or willful misconduct.

21.1 The Contractor hereby agrees to indemnify and hold harmless the Town, including the agents, employees and representatives of either, from and against all claims, damages, 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) is attributable to bodily injury, sickness, disease 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 may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder.

21.2 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 of executing the work or due to the non-execution of the work or at any time due to defective work or materials.

21.3 In 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 indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in anyway by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under workmen’s Compensation Acts, disability benefit acts or other employee benefit acts.

21.4 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 arising 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 of them, or of anyone for whose acts any of them may be liable in connection with operations under the Contract.

21.5 The Town agrees to make reasonable effort to notify the Contractor of any duty arising out of this paragraph, but failure to make timely notice will not relieve the Contractor of any duty under this paragraph.

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

22. Insurance

22.1 Workers Compensation Insurance:

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 152 of the General Laws of Massachusetts.

Failure to provide and continue in force such insurance during the period of this Contract shall be a material breach of this Contract, shall operate as an immediate termination thereof, and Contractor hereby agrees to indemnify the Town for all losses, claims, and actions resulting from the failure to provide the insurance required by this Article. The Town agrees to make reasonable effort to notify the Contractor of any duty arising out of this paragraph, but failure to make timely notice will not relieve the Contractor of any duty under this paragraph.

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.

22.2 Professional Liability Insurance

Liability of $1 million per claim and $3 million aggregate.

Failure to provide and continue in force such insurance during the period of this Contract shall be a material breach of this Contract, shall operate as an immediate termination thereof, and Contractor hereby agrees to indemnify the Town for all losses, claims, and actions resulting from the failure to provide the insurance required by this Article. The Town agrees to make reasonable effort to notify the Contractor of any duty arising out of this paragraph, but failure to make timely notice will not relieve the Contractor of any duty under this paragraph.

22.3 Other Insurance Requirements

a. Comprehensive commercial general liability insurance with limits of at least $1 Million per occurrence and $3 Million annual aggregate for property damage and $1 Million per person and $3 Million per occurrence for bodily injury, which shall include the Town of Wilbraham 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 $500,000 per person, and $1 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 Contract, 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 or to continue in force such insurance shall be a material breach of this Contract and shall be grounds for immediate termination. Said insurance shall include: Workers Compensation/Employers' Liability Insurance, Business Automobile Liability Insurance, and Commercial General Liability Insurance (CGL). The CGL policy shall include coverage for liability arising from premises, operations, independent Contractors, personal injury, contractual liability. All Certificates of Insurance shall be on the “MIIA” or “ACORD” Certificate of Insurance form, shall contain true transcripts from the policies, authenticated by the proper officer of the Insurer, 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 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.

23. Documents, Materials, Etc.

Any materials, reports, information, data, etc. given to or prepared or assembled by the Contractor under this Contract are to be kept confidential and shall not be made available to any individual 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 confidential data.

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 shall at all times, during or after termination of this Contract, obtain the prior written approval of the Town before making any statement bearing on the work performed or data collected under this Contract to the press or issuing any material for publication through any medium.

24. No Employment

The Contractor acknowledges and agrees that it is acting as an 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 file 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 of this Contract.

25. Audit, Inspection 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 or transcript all records, contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Contract.

26. Payment

The Town agrees to make all reasonable efforts to pay to 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 the Town of the work completed.

27. Waiver and Amendment

Amendments, or waivers of any additional term, condition, covenant, duty or obligation contained in this Contract may be made only by written amendment executed by all signatories to the original Contract, prior to the effective date of the amendment.

To the extent allowed by law, any conditions, duties, and obligations contained in this Contract 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 as a waiver, nor in any manner limit the legal or equitable remedies available to that party. No waiver by either party of any default or breach shall constitute a waiver of any subsequent default or breach of a similar or different matter.

28. Severability

If any term or condition of this Contract or any application thereof shall to any extent be held invalid, illegal or unenforceable by a 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 parties would be substantially or materially prejudiced.

29. Forum and Choice of Law

This Contract and any performance herein shall be governed by and be construed in accordance with the laws of the Commonwealth of Massachusetts. Any and all proceedings or actions relating to subject matter herein shall be brought and maintained in the courts of the Commonwealth of Massachusetts or the federal district court sitting in the Commonwealth of Massachusetts, which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legal rights of the parties.

30. Notices

Any notice permitted or required under the provisions of this Contract to be given or served by either of the parties hereto upon the other party 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 time of actual service or three (3) business days after the date of a certified or registered mailing properly addressed. Notice to the Contractor shall be deemed sufficient if sent to the address set forth on page 1 or furnished from time to time in writing hereafter.

31. 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.

32. Entire Agreement:

This Contract, including Supplement C and 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 agreements, negotiations and representations, either written or oral, and it shall not be modified or amended except by a written document executed by the parties hereto.

IN WITNESS WHEREOF the parties have hereto and to two other identical instruments set forth their hands and executed this as an instrument under seal this the day and year first above written.

The Town of Wilbraham by: The Contractor by:

Town Administrator

Nick Breault Date Signature Date

Print Name & Title Certified as to Appropriation/Availability of Funds:

Town Accountant Date

Department Head Date

Print Name

Chief Procurement Officer:

Date Certified as to Form:

Town Counsel Date

BOTH CERTIFICATIONS ON THIS PAGE MUST BE EXECUTED

CERTIFICATION OF GOOD FAITH

The undersigned certifies under pains and penalties of perjury that this contract has been obtained 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.

The Contractor by: ________________________________________ Print Name

Title/Authority

CERTIFICATE OF STATE TAX COMPLIANCE

Pursuant to Massachusetts General Laws, Chapter 62C, Section 49A _____________________________________, authorized signatory for name of signatory

___________________________________________________, whose name of contractor principal place of business is at _________________________________________________, _____________________________does hereby certify under the pains and penalties of perjury that _________________________________________________________ has paid all name of contractor

Massachusetts taxes and has complied with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

Signature Date

Name

Federal Tax ID # or Social Security #

BOTH CERTIFICATIONS ON THIS PAGE MUST BE EXECUTED

EXAMPLE CLERK’S CERTIFICATE

Action of Shareholders

Written Consent

(Date)

The undersigned, being the Shareholders of ________________________, a Massachusetts Corporation (the "Corporation") entitled to vote on the action, hereby consent to the adoption of the following votes:

VOTED: That the [President and/or the Vice President or named individual], each of them acting singly is, authorized to execute any and all Contract Documents and to enter into and negotiate the terms of all contracts and to accomplish same and to execute any and all documents, instruments, and agreements in order to effectuate the transaction and that said transaction shall be valid, binding, effective, and legally enforceable.

VOTED: That the officers are, and each of them acting singly is, authorized, from time to time, in the name and on behalf of the Corporation to take or cause to be taken all such action(s) as s/he or they, as the case may be, deem necessary, appropriate or advisable to effect the foregoing votes, as may be shown by the officer or officers execution or performance which shall be conclusive evidence that the same is authorized by the directors of this Corporation.

VOTED: That the officers are, and each of them acting singly is, authorized, from time to time, in the name and on behalf of this Corporation, under its corporate seal, if desired, attested by an appropriate officer, if desired, to execute, make oath to, acknowledge, deliver and file any and all of the agreements, instruments, certificates and documents referred to or related to the foregoing votes.

VOTED: That the officers are, and each of them acting singly is, authorized, from time to time and on behalf of this Corporation, under its corporate seal, if desired, to execute, acknowledge and deliver any and all agreements, instruments, certificates and documents referred to or related to the foregoing votes, with such changes as the officer or officers so acting may deem necessary or desirable, and the signature of such officer or officers to be conclusive evidence that the same is authorized by the directors of this Corporation.

Clerk of Corporation Certificate

I, ___________________________ the Clerk of the foregoing corporation, do hereby certify that the above vote was taken at a duly called meeting of the shareholders of the Corporation on _____________, 20__.

Clerk of Corporation

SEAL

SUPPLEMENT “C”

[] CONSTRUCTION

SUPPLEMENT “C” - Applicable to Contracts for the construction of:

(1) Public Buildings and Public Works (governed by the provisions of General Laws Chapter 30B);

(2) Public Buildings (governed by the provisions of General Laws Chapter 149, § 44A, et seq.); and

(3) Public Works (governed by the provisions of General Laws Chapter 30, §39M, et seq)

1. This form supplements the Town of Wilbraham “Contract and General Conditions” and applies only to contracts for the construction, reconstruction, alteration, remodeling or repair of public works or public buildings.

2. Wherever the law requires one contracting with a city or town to be bonded, such obligation shall be understood to be a term and condition of this Contract. The Contractor agrees to secure such bonds (where required) in the form required by the Town and provide an original thereof to the Town prior to the commencement of performance.

3. Equality:

3.1. In the case of a closed Specification written for a specific item or items to be furnished under the Base Bid, such specifications shall, as applicable, be in compliance with the Massachusetts General Laws, Chapter 30,…