WRA-3314.pdf

MASSACHUSETTS WATER RESOURCES AUTHORITY

Charlestown Navy Yard 100 First Avenue

Boston, Massachusetts 02129

REQUEST FOR BID

FOR

ROBOTIC TOTAL STATION SYSTEM

WRA NO. 3314

BID RELEASE DATE: May 23, 2011

Sealed bids for the specified goods and/or services must be submitted to the Massachusetts Water Resources Authority (MWRA), Document Distribution, Charlestown Navy Yard, 100 First Avenue, Boston, Massachusetts, 02129 Bids must be received no later than:

11:30 A.M. Monday, June 6, 2011

FOR QUESTIONS OR INQUIRIES CONTACT:

BUYER _Janice Watts Email: janice.watts@mwra.state.ma.us

TELEPHONE NO. (617) 788- 2025

BID RELEASE APPROVAL: BAM

Notice to Bidders:

For any bid or RFP document and any addenda that are received electronically, it is the responsibility of every bidder who receives this bid or RFP and all associated documents to check the Comm-pass website for any addenda. The Massachusetts Water Resources Authority accepts no liability to provide accommodation to bidders who submit a response based upon information obtained from Comm-pass, the Authority’s website or any other publication, electronic or hard copy. Bidders may not alter (manually or electronically) the bid language or any bid documents. Unauthorized modifications to the body of the bid, specifications, terms or conditions, which change the intent of this bid or RFP are prohibited and will disqualify a response. Please note that bid proposals must be submitted in hard copy in a sealed envelope.

Bids submitted by fax or email will not be accepted.

TABLE OF CONTENTS

PART 1 INTRODUCTION, BIDDER INFORMATION/INSTRUCTIONS

AND STANDARD TERMS AND CONDITIONS

PART 2 BID PROPOSAL FORMS

PART 3 STANDARD CONTRACT PROVISIONS (Part A and Part B)

PART 4 SPECIFICATIONS (If applicable)

PART 5 REFERENCES

PART 6 MA PREVAILING WAGE RATES (if applicable)

Addenda and other documents relevant to this procurement will be made available only through the Comm-Pass website. It is the responsibility of the vendor or proposer to visit Comm-Pass in order to obtain such documents. MWRA intends to establish a list of those interested in this procurement, so vendors and proposers are requested and encouraged to enter complete and accurate information through the “Interested in Bid Partnering” link.

PART 1 - BIDDER INSTRUCTIONS AND INFORMATION

Award Criteria: To the lowest responsive, responsible and eligible bidder.

Delivery: MWRA MIS Department

Chelsea Warehouse 2 Griffin Way 02150

Contact: Ana Martinez (617)-305-5568

Addenda and other documents relevant to this procurement will be made available only through the Comm-Pass website. It is the responsibility of the vendor or proposer to visit Comm-Pass in order to obtain such documents. MWRA intends to establish a list of those interested in this procurement, so vendors and proposers are requested and encouraged to enter complete and accurate information through the “Interested in Bid Partnering” link.

1.0 Pricing Proposals should be addressed to the Massachusetts Water Resources Authority, Document Distribution Office, Charlestown Navy Yard, 100 First Avenue, Charlestown, and MA O2129. Bidders must enter on the envelope, the buyer's name, bid number, and, bid due date.

2.0 Bid proposals must be submitted in a sealed envelope and must be received and time stamped by Document Distribution no later than the specified bid opening due date and time.

Proposals will be publicly opened and read on the bid due date and time. The bids will be read in the bid room of the Procurement Department, (first floor), Charlestown Navy Yard, 100 First Avenue, Boston, Massachusetts. Bids submitted by fax and/or submitted late will not be accepted.

3.0 To be considered “responsive”, a bid must include a completed and signed copy of the following documents from Part 2 of this Request for Bid (RFB):

a.) Bid Proposal Form b.) Compliance Certification Form c.) Northern Ireland Statement Form (regarding doing business in Northern Ireland) d.) Other mandatory submittals, if so specified, in the RFQ document.

4.0 Whenever a brand name or equal is specified in any Request for BID, it is included solely for the purpose of describing a standard of quality, functional features and performance standards required and is not intended to limit or restrict competition. The bidder may offer a product which is substantially equal to the brand and model specified in the solicitation provided that the brand name specified is not followed by the words "no substitution". The bidder offering a product which they deem equal must submit specifications and other documentation which demonstrates that the substitute product being offered is substantially equal in quality, features, and performance. The Authority will evaluate the product bid and will be the sole judge of the acceptance or rejection of the substitute product.

5.0 VENDOR BID SUBMITTAL CHECKLIST.

(Reference the submittal documents in Part 2 of this RFB)

5.1 Enter the following information on the "Bid Proposal Form":

Designate whether you are bidding as specified or, an "equal" product is being offered.

Bidders must state and identify the product offered, such as manufacturer’s name, trade name, brand name and quality test to each item. WE MUST KNOW WHAT HAS BEEN

OFFERED.

If offering a product and model number which you consider "equal" to the product specified you must submit specifications and literature with your bid that substantiates that the product being bid is substantially equivalent to the quality, functional features, and performance standards of any brand name specified in the RFB. Failure to provide the documentation which substantiates equivalent quality/features and which will be used for evaluation purposes may result in the bid being deemed non-responsive.

A Certified Check or Bid Bond in the amount of 5% of the total bid price, made payable to the Massachusetts Water Resources Authority may be required for this bid. (See Part 2

- Bid Proposal Form)

A Performance Bond may be required for this bid. (See Part 2 - Bid Proposal Form)

A Payment Bond may be required for this bid. (See Part 2 - Bid Proposal Form)

Include discount for prompt payment, if offered.

(Any prompt payment discount offered may be used in the evaluation of the bid).

The Authority requires vendors to put the list price, discount and net price on all invoices.

Indicate whether you are MBE/WBE certified or an application is pending with the

Massachusetts State Office of Minority & Women Business Assistance (SOMWBA).

Acknowledge receipt of all addenda, the addenda number(s), and, confirm that your bid response and price incorporates all addenda. .

Delivery lead time in days (weeks) from receipt of order.

Enter bid prices including the manufacturer name/model number of the product being bid.

(Submit specifications/literature of the product being bid)

Complete Item 4. of bidder certification section (Certification of Provisions for Child Care) enter other required information and sign the BID proposal.

5.2 Complete, sign and submit the “Northern Ireland Form”.

5.3 Complete and attach any other mandatory submittals, if so specified in the RFB.

STANDARD BID TERMS AND CONDITIONS

1. Unless otherwise agreed, all items shall be delivered FOB Destination. The term FOB destination shall mean delivered and unloaded on-site with all charges for transportation and unloading prepaid by the contractor. Vendor agrees to bear the risk of loss, injury, or destruction of goods and materials ordered which occurs prior to receipt by the Authority. Such loss injury, or destruction shall not release the vendor from any contractual obligations.

2. All prices offered must be a firm price. Bid price submittals with escalator clauses will result in the rejection of the vendors bid unless alternate pricing is otherwise provided for in the solicitation.

3. Award shall be made by the issuance of a Purchase Order to the lowest responsive and responsible bidder. Solicitations that contain multiple line items may be evaluated and awarded by the Authority based on any combination of the lowest price per line item, grouping of line items or, overall lowest price, whichever results in the "best value" to the Authority. Other evaluation criteria may be used if so specified in the Request for Bid.

4. All goods delivered to the Authority must be of the same brand and model specified on the purchase order. Quantities furnished must agree with quantity stated in the Purchase order.

Goods shall be packed in accordance with best commercial practice so as to insure delivery in good condition. Goods received that do not comply with the purchase order and/or are received in damaged condition shall be returned at the expense of the contractor.

5. The contractor shall be responsible for the removal of rubbish and waste materials, if any, resulting from installation or other services provided under the terms of any contract award or purchase order. The contractor shall not dispose of waste materials on Authority property.

6. The bid constitutes a firm offer which can be accepted by the Authority and an award made within ninety (90) days from the bid opening date. The bidder agrees that, notwithstanding any provisions hereof to the contrary, it will not withdraw its bid during that time period.

7. The Authority as a governmental instrumentality is exempt from all Massachusetts State Sales taxes and Federal Excise Taxes. The Massachusetts sales tax exempt number is E-042- 850-071. No sales or excise taxes shall be included in the bid price or any invoices submitted to the Authority for goods and /or services.

8. The Authority shall reserve the right to the full extent permitted by law to reject any or all bids wholly or in part, to waive technicalities and minor informalities, to correct minor omissions, clerical errors, and to modify the bid with the consent of the bidder, as may be in the best interest of the Authority.

9. Standard Payment Terms of the Authority is Net 30 days following receipt of an acceptable contractor invoice.

PROMPT PAYMENT DISCOUNT

10. Prompt Payment discounts may be considered when determining the low bid.

11. All discounts offered will be taken in cases where the payment issue date is within the specified number of days listed below and in accordance with the Authority’s bill paying policies. Payment days will be measured from the date goods are received and accepted / performance was completed OR the date an invoice is received by the Authority, whichever is later to the date the payment is issued as an EFT (preferred method) or mailed by the Authority.

The date of payment “issue” is the date a payment is considered “paid” not the date a payment is “received” by a Vendor.

If internal Bidder/Vendor systems require an alternate method of measuring payment issue dates, the Bidder/Vendor must note the issues below or on an attached page if necessary to be considered by the PMT.

SAMPLING & ANALYSIS

12. Each bidder must state the commercial name of the product quoted, and address of the operator or agent from whom the product will be purchased and, in addition, shall furnish an analysis of the product, date of analysis, by whom and address.

13. Samples of the product to be delivered may be taken by a representative of the Authority, either prior to delivery or while it is being delivered in the storage facilities at destination, or will be taken from the storage facilities to which the product has been delivered as determined by the Authority’s representative. Bidder agrees to furnish the necessary manual labor, without additional cost required, to assemble the physical samples, which is performed under the direction of an Authority representative.

14. The representative of the Authority taking the samples shall be given the opportunity, while sampling, to affix his or her signature to the delivery slip for each item represented in his/her sample.

15. Any product after sampling and analysis, not found meeting the requirements of the contract, shall be sufficient cause for the cancellation of the contract at the option of the Purchasing Agent.

16. If any product is found that does not meet the analysis submitted by the bidder in his/her proposal, the representative of the Authority may, at his/her option, exercise his/her right to reject the product and require that all or any part thereof shall be removed promptly by and at the expense of the contractor and replace it forthwith with a product satisfactory to the Authority’s representative, or to retain the product and compensate the contractor in an amount determined by the Authority representative.

17. BID PRICES - Failure to provide all required price information and other required information may result in your bid being deemed non-responsive and ineligible for evaluation. In the event of an error in the "Item Total" price, the Authority will consider the "Unit Price" as the intended price being bid and will be used for purposes of determining the lowest bid.

BID DEPOSIT (If required)

A bid deposit must be made payable to the Massachusetts Water Resources Authority in the form of a bid bond, or cash, or a certified check or a treasurer’s cashier’s check issued by, a responsible bank or trust company. A bid bond shall be (a) with a surety company qualified to do business in the Commonwealth of Massachusetts and satisfactory to the Authority, and (b) conditioned upon the faithful performance by the principal of the agreements contained in the bid. The bid deposit shall be in the amount specified I the Advertisement for Bids. Bid deposits of the three lowest bidders will be returned upon the issuance of the purchase order. Bid deposits of all other bidders will be returned within 15 days of the bid opening date.

FAILURE TO RESPOND COMPLETELY TO THE REQUIREMENTS SPECIFIED IN THIS

RFB MAY RESULT IN YOUR BID PROPOSAL BEING DEEMED NON-RESPONSIVE.

PART 2.) - BID PROPOSAL FORM

MASSACHUSETTS WATER RESOURCES AUTHORITY

REQUEST FOR BID - WRA NUMBER 3314

Bidding as specified Bidding an Equal (substitute) product If yes, specify line item(s).

Prompt Payment Discount, if offered. % Days

(Any prompt payment discount offered may be used in the evaluation of the bid).

The Authority encourages vendors to use Electronic Funds Transfer (EFT)

BID PRICES - Failure to provide all required price information and other required information may result in your bid being deemed non-responsive and ineligible for evaluation. In the event of an error in the "Item Total" price, the Authority will consider the "Unit Price" as the intended price being bid and will be used for purposes of determining the lowest bid.

Specify if MBE or WBE Massachusetts SOMWBA certified ______ or pending ______.

Certified Check or Bid Bond $______ N/A___x__.

Performance Bond $______ N/A __x___.

Payment Bond $______ N/A__x___.

Acknowledge receipt of Addenda and, that they are hereby incorporated in your bid.

Any Addenda received: Yes _____ No _____.

Addenda Number(s) received ____________. Addenda incorporated in bid: Yes _____ No _____.

Enter Delivery Lead Time (ARO) days weeks The Authority requires vendors to put the list price, discount and net price on all invoices.

PRICING FORMAT

BID

ITEM

NO. QTY.

DESCRIPTION

Unit Price

Total Pricing

Total Amount Of Pricing Should Be F.O.B. Destination Freight Prepaid.THIS IS NOT AN ORDER

Part 2: Bid Proposal Form - WRA 3314 (continued)

BIDDER CERTIFICATION

1. CERTIFICATION OF TAX STATUS

Pursuant to Massachusetts General Law Chapter 62C, Section 49A, I certify under penalties of perjury that I, to my best knowledge and belief, have filed All State Tax Returns and paid All State Taxes required by law.

2. CERTIFICATION OF NON-COLLUSION

Pursuant to Massachusetts General Law Chapter 7, Section 22 (20), I certify under penalties of perjury that this proposal is in all respects bona fide, fair, and made without collusion of fraud with any other person. As used in this certification, the word "person" means any natural person, joint venture, partnership, corporation, or other business or legal entity.

3. CERTIFICATION OF INSURANCE REQUIREMENTS

The undersigned certifies that it is in compliance with MGL c152 and maintains all required insurance for its employees including disability, workman's compensation, unemployment compensation, and other required insurance.

4. CERTIFICATION OF PROVISION FOR CHILD CARE

The undersigned hereby certifies that it is currently in compliance with provisions of Chapter 521 of the acts of 1990, as amended, by Chapter 329 of the acts of 1991, and 102 CMR 12.00 regarding provision for child care.

Bidder must check either line 4.1 Or line 4.2 below to indicate that your company is an exempt or qualified employer.

4.1 The undersigned hereby certifies that it is an" exempt employer" and, that as of the date of this bid, it employs fewer than 50 full time (35 hours per week) employees.

4.2 The undersigned hereby certifies that it is a "qualified employer" and, that it has 50 or more full time (35 hours per week) employees, and has established a dependent care assistance program ("DCAP"), which may be a cafeteria plan whose benefits include DCAP, or offers it employees child care tuition assistance or on site or near-site subsidized child care placements.

Part 2: Bid Proposal Form - WRA 3314 (continued)

SIGNATURE PAGE

By the signature affixed below, the bidder agrees to comply with all specifications and agrees to all Terms and Conditions, the Standard Contract Provisions, and addenda, if any. Other requirements contained herein are hereby made part of this Request for BID (RFQ) and shall have the same force and effect as though inserted in this space. The authorized signature herein affixed constitutes a firm offer which may be accepted by the Authority within ninety (90) days from the bid opening date.

It is understood and agreed that the Request for BID (RFQ), the bidders response and, the purchase order issued pursuant to the Request for BID shall form and comprise the complete agreement between the parties. The person signing this bid certifies that they are authorized to sign and commit the bidder contractually.

Company Name ______________________________________________________

Address _____________________________________________________________

The name(s) of customer service representative(s) to be responsible for servicing this account in the event of contract award are listed below:

Name: _________________________________________ Tel. No.:________________

Name: _________________________________________ Tel. No.:________________

Fax:___________________________________________________________________

Email:_________________________________________________________________

Authorized Signature Date _________________

Name (Print) _________________________________________________________

Title (Print) __________________________________________________________

Enter Federal Tax Identification Number (FIN) ____________________________________ or

Enter Social Security Number (if no FIN) _________________________________________ _

Part 2: Bid Proposal Form WRA 3314(continued)

NORTHERN IRELAND STATEMENT FORM

STATEMENT OF DOING BUSINESS IN OR WITH NORTHERN IRELAND

pursuant to M.G.L. c.7 22C-F

This statement must be completed, signed and submitted with your bid

Bidder must check the applicable statement below

(CHECK ONE)

1.) The bidder does not employ ten or more employees in an office or other facility located in Northern Ireland;

2.) The bidder does employ ten or more employees in an office or other facility located in Northern Ireland and certifies that:

A) the bidder does not discriminate in employment, compensation or the terms, conditions and privileges of employment on account of religious or political belief; and

B) the bidder promotes religious tolerance within the work place, and the eradication of any manifestations of religious and other illegal discrimination; and

C) the bidder confirms that it is not engaged in the manufacture, distribution or sale of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military aircraft for use or deployment in any activity in Northern Ireland:

3.) The bidder does not certify to 2 A-C above.

Signed under pains and penalties of perjury this day of 20

Company Name:______________________________________________________________

By Authorized Signature

Print Name:________________________________ Title: _______________________

Part 2: Bid Proposal Form WRA 3314 (continued)

PROMPT PAY DISCOUNT FORM

(Invoice discounts for receiving fast payments)

Bidder Name: ___________________________________________________________________

Prompt Payment Discounts (PPD). The Massachusetts Water Resources Authority (The Authority) encourages all vendors to take advantage of Prompt Payment Discounts. Vendors benefit from PPD by increased, usable cash flow as a result of fast and efficient payments for commodities or services rendered. Vendors who agree to accept Electronic Funds Transfer (EFT) increase the prompt pay benefit by ensuring that funds are paid directly to their designated bank accounts, thus eliminating the delay of check clearance policies and traditional mail lead time.

The Authority benefits because contractors reduce the cost of products and services through the applied discount. While Bidders/Vendors have flexibility in determining the actual % discount(s) offered to the Authority, the discount(s) must be identified for 10, 15, 20 and/or 30 days for payment issuance in the column entitled “% Discount Off Proposed Price” below.

The Authority may use the prompt pay discounts submitted as a basis for selection and may negotiate discounts as deemed in the best interest of the Authority.

All discounts offered will be taken in cases where the payment issue date is within the specified number of days listed below and in accordance with the Authority’s bill paying policies. Payment days will be measured from the date goods are received and accepted / performance was completed OR the date an invoice is received by the Authority, whichever is later to the date the payment is issued as an EFT (preferred method) or mailed by the Authority. The date of payment “issue” is the date a payment is considered “paid” not the date a payment is “received” by a Vendor.

If internal Bidder/Vendor systems require an alternate method of measuring payment issue dates, the Bidder/Vendor must note the issues below or on an attached page if necessary to be considered by the PMT.

Enter the Prompt Payment Discount percentage (%) off the invoice payment, for each of the payment issue dates listed, if the payment is issued within the specified Payment Issue days. For example:

5% - 10 Days 4% - 15 Days 3% - 20 Days 2% - 30 Days

If no discount is offered enter 0% Prompt Payment Discount % Payment Issue Date w/in

% 10 Days % 15 Days

% 20 Days % 30 Days

Contractor/Bidder Authorized Signature _________________________________ Date: ____________

Contractor/ Bidder Authorized Signatory Print Name and Title: __________________________________

The Authority requires vendors to put the list price, discount and net price on all invoices.

PART 3 - STANDARD CONTRACT PROVISIONS

The successful bidder must agree to the following Standard Contract Provisions by affixing an authorized signature on the Bid Proposal Form in Part 2. The Standard Contract Provisions (Part A and Part B) are as follows:

PART A GENERAL PROVISIONS

1. GENERAL

a. The Request for BID, the bid response and the notification of award

(including any purchase order) constitutes the complete agreement between the parties. The terms, conditions, specifications and other requirements contained in this contract cannot be waived, altered or modified except by written agreement of the parties.

b. The agreement shall be interpreted, construed, and enforced in accordance with the laws of and regulations promulgated by the Commonwealth of Massachusetts. Any such laws or regulations promulgated hereafter which conflict with the provision in the agreement shall automatically preempt such provision in the agreement and become a part of the agreement fully binding on the parties hereto.

c. The agreement shall be binding upon the parties hereto and their respective successors and assigns.

d. It is understood that it shall be a material breach of any contract resulting from this bid for the Vendor to engage in any practice which shall violate any provisions of Massachusetts General Laws, Chapter 151B, relative to discrimination in hiring, discharge, compensation, or terms, conditions or privileges of employment because of race, color, religious creed, national origin, sex, age or ancestry.

e. No person, including but not limited to corporations, partnerships, limited partnerships or limited liability corporations, shall be eligible to receive a contract under this invitation to bid and/or requests for proposals if that person has been convicted of any felony offense involving the distribution of controlled substances as that term defined under Chapter 94C of the General Laws.

2. SUBCONTRACTING

The vendor shall not subcontract or otherwise delegate its obligations under the award to any other party without the prior agreement of the Authority.

3. DELIVERY

Unless otherwise agreed, all items shall be delivered F.O.B. Destination. Vendor agrees to bear the risk of loss, injury, or destruction of goods and materials ordered which occurs prior to receipt by the Authority. Such loss, injury, or destruction shall not release the vendor from any contractual obligations. All items must be delivered within the time period stated on the contract or purchase order. Time is of the essence and failure to deliver on time may be grounds for termination of the contract at the discretion of the Authority. Quantities furnished must agree with the quantity stated in the purchase order.

4. CONDITIONS OF PAYMENT

Any item to be delivered under this contract must be delivered and accepted before any charges can accrue on that item. In case the contract is terminated for default, the Authority may withhold any payments to the vendor for the purpose of set-to until such time as the estimated amount of damages due to the Authority from the vendor is determined.

5. FORCE MAJEURE

a. The vendor shall not be responsible for delays or performance in shipment occasioned by unforeseeable causes beyond the control of, and without the fault or negligence of the vendor. In such circumstances, the vendor must promptly notify the Authority of the cause of the delay and obtain the Authority's concurrence that the delay is justified. Dates or times for performance will be extended to the extent of delays excused by this section.

b. Examples of some of such causes include:

(1) acts of God or of the public enemy, (2) acts of the Commonwealth in either its sovereign or contractual capacity, (3) fires (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight, embargoes, and (9) unusually severe weather.

The above list is not intended to be exclusive but merely illustrative.

6. WARRANTY

The vendor warrants that all items provided will be free of any defects in workmanship or materials and that the items supplied will conform to the specifications and will be fit for ordinary use and wear for the usual life of the item or part thereof. Any manufacturers' warranties shall also accrue to the benefit of the Authority.

7. ANTI-BOYCOTT COVENANT

The vendor warrants, represents and agrees that during the time this agreement is in effect, neither it nor any affiliated company, as hereafter defined participates in or cooperates with an international boycott, as defined in Section 999(b) (3) and (4) of the Internal Revenue Code of 1954, as amended, or engages in conduct declared to be unlawful by Section 2 or Chapter 151E of the Massachusetts General Laws. If there shall be a breach in the warranty, representation and agreement contained in this paragraph, when without limiting such other rights as it may have the Authority shall be entitled to rescind this agreement.

8. FAIR EMPLOYMENT PRACTICES AND VERIFICATION OF COMPLIANCE

During the performance of this contract, the vendor for itself, its assignees and successors in interest

(herein after referred to as the "vendor") agrees as follows:

a. Examination of Records

The Governor, the Secretary of Administration and Finance and the State Auditor or their designee shall have the right at reasonable times and upon reasonable notice to examine the books, records and other compilations of data of the vendor which pertain to the performance of the provisions and requirements of this contract or agreement.

b. Duties of Vendors on Non-Discrimination

The vendor will comply with the provisions of the Governor's Code of fair practices dated January 12, 1966 and Chapter 151B, as amended, of the non-discrimination laws of the Commonwealth which are herein incorporated by reference and made a part of this contract.

c. Non-Discrimination

The vendor, in performance of all work after award and prior to the completion of the contract work will not discriminate on grounds of race, color, religion, national origin, age or sex in employment practices or in the selection or retention of the subcontractors, or in the procurement of materials and rentals of equipment. The vendor will send to each labor union or representative of workers with which he has a collective bargaining agreement, contract, or understanding, a notice advising the said labor union or workers representative of the vendor's commitments under this selection and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

d. Duties of Subcontractors on Non-Discrimination

In all solicitations either by competitive bidding or negotiation made for the procurement of materials or equipment, each potential subcontractor or supplier shall be notified in writing by the vendor of the vendor's obligations under this contract, relative to non-discrimination on the grounds of race, religion, national origin, age or sex.

e. Information and Reports

The vendor will provide all information and reports required by the Authority or the Massachusetts Commission Against Discrimination on order or instructions issued by them and will permit access to its books, records, accounts and other sources of information and its facilities as may be determined by the Massachusetts Commission Against Discrimination to be pertinent to ascertain compliance with such orders or instructions. Where the information required is in the exclusive possession of another who fails or refuses to furnish this information, the vendor shall so certify to the Authority or the Massachusetts Commission Against Discrimination as appropriate and shall set forth what efforts it has made to obtain the information.

f. Sanctions for Non-Compliance

In the event of the vendor's non-compliance with the non-discrimination provisions of this contract, the Authority shall impose such contract sanctions as it may determine appropriate, including, but not limited to,

(a) withholding of payments to the vendor under the contract until the vendor complies and/or,

(b) cancellation, termination or suspension of the contract, in whole or in part

g. Incorporation of Provisions

The vendor will include the provisions of paragraph 8 in every subcontract, including procurements of materials and rental of equipment. The vendor will take such action with respect to any subcontract or procurement as the Authority may direct as a means of enforcing such provision including sanctions for non-compliance provided, however, that in the event a vendor becomes involved in, or is threatened with litigation with a subcontractor, or supplier, union, or association as a result of such direction, the vendor may request the Authority to enter into such litigation to protect the interest of the Authority.

9. CONFLICT OF INTEREST

The vendor agrees that it will not engage in any conduct which violates, or induces others to violate, the provisions of Chapter 268A of the Massachusetts General Laws regarding the conduct of public employees

10. INSURANCE

The vendor agrees, during the term of this agreement, to maintain at the vendor's expense all insurance required by law for its employees including disability, workman's compensation and unemployment compensation. . In addition, the vendor may be required to maintain any additional insurance as described in this bid.

11. TERMINATION FOR DEFAULT

a. The Authority may terminate this contract in whole or in part if the vendor fails to:

1. Deliver supplies conforming to the award or contract specifications within the time specified in this contract or purchase order, or within any extension thereof.

2. Perform any of the other provisions of the contract. The Authority's right to terminate under this clause may be exercised if the vendor fails to cure such failure within ten (10) days after receipt of written notice of such failure from the Authority.

3. Provide written assurance satisfactory to the Authority, upon the Authority's request, that it is able to, and intends to, fulfill its award or contract requirements.

b. Notice of termination for default may be oral, telegraphic, electronic or written, and will be effective immediately upon receipt by the vendor or his authorized representative. If notice is oral or telegraphic, the Authority will subsequently confirm the termination in writing.

c. Termination under this contract shall not relieve the vendor of any liability to the Authority under this contract for damages sustained by reason of any breach of this contract by the vendor. The Authority may withhold any payments to the vendor for the purpose of settlement until such time as the exact amount for damages due the Authority from the vendor is determined.

d. The Authority shall pay contract price for completed supplies delivered and accepted.

e. Should the Authority terminate this contract, in whole or in part, it may acquire under the terms and in the manner the Authority considers appropriate, supplies similar to those ordered, and the vendor will be liable to the Authority for any excess costs of those supplies. However, the vendor shall continue any part of contract not terminated.

f. Any initial failure to perform that is substantially caused by a condition as described in paragraph 5, above, entitled "Force Majeure" will not be grounds for termination under this paragraph.

g. The rights and remedies of the Authority under this clause are in addition to any other rights and remedies provided by law or under this award of contract.

12. INDEMNITY - FAILURE TO PERFORM

Seller hereby indemnifies the Buyer and agrees to hold the Buyer harmless from and against any and all losses, costs, expenses, claims, obligations and liabilities of every name and nature, including, without limitation, court costs and reasonable attorneys fees, incurred by the Buyer and arising from or in connection with, Sellers failure to perform its contractual duties hereunder.

13. YEAR 2000 COMPLIANCE - REPRESENTATION AND WARRANTY

a. The Vendor represents and warrants to the Authority that the product(s) (including all component parts contained therein), materials, equipment and/or service(s) supplied for this purchase order are Year 2000 compliant. Year 2000 compliant means information technology that accurately processes date/time data (including, but not limited to, calculating, comparing and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations. Furthermore, year 2000 compliant information technology, when used in combination with other information technology, shall accurately process date/time data if the other information technology properly exchanges date/time data with it. Seller shall include this provision in all contracts with its vendors, suppliers and manufacturers, and shall enforce compliance with said provision. This warranty shall survive the expiration or termination of this agreement.

b. Vendor hereby indemnifies the Authority and agrees to hold the Authority harmless from and against any and all losses, costs, expenses, clams, and obligations and liabilities of every name and nature, including, without limitation, court costs and reasonable attorneys' fees, incurred by the Authority and arising from or in connection with, or resulting directly or indirectly from, any failure by the Vendor to use computer hardware (including hardware owned by, leased to, or otherwise operated by Vendor), software (including software owned by, licensed to, or otherwise operated by Vendor, or other computer or information systems that are Year 2000 Compliant (as defined above) in the performance of this purchase order.

c. Vendor shall included this provision in all contracts with its vendors, suppliers and manufacturers, and shall enforce compliance with said provision.

14. MWRA ENVIRONMENTALLY PREFERABLE PURCHASING POLICY

a. Whenever practical the MWRA will purchase recycled products in accordance with the Commonwealth of Massachusetts Recycled Products Procurement Program, Massachusetts General Law Chapter 7, Section 4.22 and pursuant to Executive Order #279.

b. Definitions: “Recycled Material” means material and by-products which have been recovered or diverted from solid waste for the purpose of recycling. It does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.

“Post-Consumer Recycled Material” means material and by-products which have served their intended end-use by a consumer and have been recovered or diverted from solid waste. It does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process. “Environmentally Preferable Products” means material and by-products that have a lesser or reduced effect on human health and the environment when compared with competing products that serve the same purpose.

c. Bidders able to supply products containing recycled materials or environmentally preferable products which meet performance requirements are encouraged to offer them in bids and proposals. To this extent, the Authority reserves the right to award under the following circumstances:

• When the bidder submits an offer to supply an environmentally preferable product or recycled material.

• When the bidder documents the offer of environmentally preferable products or recycled materials

• An environmentally preferred product or recycled material may be considered best value even when the price is greater than that of a non-environmentally preferred product or service by an amount not to exceed ten percent.

PART B - PURCHASE ORDER TERMS AND CONDITIONS

1. ACCEPTANCE TERMS: This purchase order constitutes the offer of the MASSACHUSETTS WATER RESOURCES AUTHORITY (hereinafter "Buyer") to the vendor identified on the face hereof (hereinafter "Seller") and shall become a binding contract on the terms and conditions set forth herein when accepted by the Seller. Buyer reserves the right to revoke the order at any time prior to acceptance by Seller. Revocation of an order may be made orally by Buyer, but Buyer, shall confirm said revocation in writing within ten (10) days after oral notification.

This offer shall be accepted by the Seller's receipt of the Buyer's purchase order issued based upon the Seller's written acceptance of the Buyer's formal Request for Bid criteria, and terms and conditions. This offer also may be accepted by Seller's complete or partial shipment of goods conforming to the description contained herein, or by Seller's unconditional acknowledgment of this order.

Acceptance of this offer must be made on its exact terms. Buyer hereby notifies Seller of its objection to any terms and conditions stated by Seller, whether or not material that are in conflict with, inconsistent with, or in addition to those contained herein. Any acceptance contained herein or which may be implied from Buyer's conduct is expressly made conditional upon Seller's assent to the terms and conditions contained herein. These terms and conditions constitute the final, complete and exclusive statement of the agreement between Seller and Buyer.

2. CHANGES AND MODIFICATIONS: No change in modification or revision of this order or these terms and conditions shall be valid unless assented to in writing and signed by the Buyer. Buyer shall have the right to make, from time to time and without notice to any sureties or agencies, changes as to quantities, packing, testing, destinations, specifications, designs and delivery schedules. Seller shall immediately notify the Buyer of any increase or decrease in cost caused by such changes, and an equitable adjustment of prices or other terms thereof shall be made by the parties.

Buyer may modify or cancel this order without further obligation to Seller in the event of circumstances or events beyond its control, including without limitation labor difficulties, government action, destruction or loss of premises, or acts of God.

3. DELIVERIES: Buyer's schedules are based upon delivery of the goods and/or services ordered by Buyer by the date specified on the face of this order, and compliance with this delivery schedule is a condition of this offer. Time is therefore of the essence of this order. Seller shall not, without Buyer's consent, manufacture in advance of reasonable flow time or deliver in advance of schedule, unless otherwise requested by Buyer upon reasonable written notice.

4. PRICE: Buyer shall not be billed at prices higher than stated in this purchase order unless authorized by a written instrument issued and signed by Buyer. Seller represents that the price charged for the goods or services covered by this order is the lowest price charged by the Seller to Buyers of a class similar to Buyer under conditions similar to those specified in this order and that prices comply with applicable government regulations in effect at time of quotation, sale or delivery. Seller agrees that any general price reduction made in the goods or services covered by this order subsequent to the placement hereof will be applicable hereto. Seller agrees to refund to Buyer an amount equal to the price charged for any returned supplies, reels, barrels, drums, or other type of containers upon their return by Buyer.

5. QUANTITIES: Shipments must be in the quantities contained in the purchase order. Buyer shall have no obligation with respect to quantities shipped in excess of the firm delivery schedule of this purchase order.

6. WARRANTIES: QUALITY AND COMPLIANCE WITH LAWS:

Seller warrants that all goods and services shall be:

a) free from defects of materials or workmanship and shall conform strictly to any specifications, drawings, or samples specified or furnished.

Contract provisions (continued)

b) free of any security interest, lien or encumbrance and that Seller's title is good and that Seller's transfer is rightful.

c) or have been manufactured and sold in compliance with all relevant federal, state and local laws, rules, executive orders and regulations. When requested, Seller shall furnish Buyer or appropriate authorities with certificates of compliance with any applicable laws or regulations for all goods covered by this order.

d) suitable for a particular purpose, if Buyer has entered into this purchase order based on Seller's promise, affirmation of fact, description of goods, furnishing of a sample or model, or representation that the goods are suitable for the particular purposes of the Buyer.

This warranty shall survive Buyer's inspection, acceptance and payment.

7. INSPECTION, ACCEPTANCE OR REJECTION OF GOODS: All goods shipped pursuant to this order shall be received subject to Buyer's inspection on Buyer's premises, within a reasonable time after delivery and Buyer's normal warehousing period. Any payment of invoice shall not constitute acceptance of goods covered by this order and shall be without prejudice to any and all claims of Buyer against Seller. Buyer may reject as nonconforming all goods not in accordance with this order, including but not limited to failure to comply with items 3 through 6 of these Terms and Conditions. Goods, products and supplies ordered hereunder shall be subject to inspection by Buyer or government inspectors upon the premises of Seller. Any acceptance of goods or services received pursuant to this order expressly made or implied from Buyer's conduct is conditioned upon Seller's cure of any nonconformity, whether or not such nonconformity substantially impairs the value of such goods or services.

8. BUYER'S REMEDIES ON SELLER'S DEFAULT: If Seller shall default in the performance of any of the terms hereof, or breach any of its obligations hereunder, or if Seller becomes insolvent or makes an assignment for the benefit of creditors or a petition in bankruptcy is filed by or against it, or a trustee or receiver is appointed over any of its property, then Buyer may cancel this order in whole or in part by written, electronic or telegraphic notice and Buyer shall have no obligation to Seller whatsoever by reason of such cancellation and shall, in the case of Seller's breach, have all remedies provided herein and all other remedies provided by law.

9. WAIVER: No waiver of a breach of any provision of this order, or failure or delay of Buyer to exercise any right hereunder shall constitute a waiver of any other breach, or establish a course of conduct that will operate as a waiver of such right or provision.

10. INDEMNIFICATION, ETC.: Seller shall defend, indemnify and hold Buyer harmless from all loss, damage and expense sustained by Buyer and from all claims, liability and expense suffered by it by reason of any property damage, infringement of rights, personal injury or other claim or action brought by any other person, firm or corporation, that results from use of any of the goods, products or services referred to in this order, provided that Seller shall have no such responsibility with respect to liability resulting solely from Buyer's gross negligence.

Seller shall be liable for the loss of or damage to Buyer's property while such property is in the possession of Seller. Seller shall maintain in serviceable condition, preserve and account for all failure to furnish timely written notice to it of loss of or damage to Buyer furnished property suffered in transit or prior to receipt at Seller's plant.

11. PAYMENT: Payment terms shall be determined from date of Buyer's receipt of goods or receipt of invoice, whichever is later. Invoices will not be payable before inspection and acceptance of goods, however, Buyer at its option may pay in advance of inspection and acceptance without prejudice to those of any rights hereunder. Drafts against the Buyer will not be honored nor C.O.D. shipments accepted, and items so tendered will be returned to seller at Seller's expense.

12: INVOICING: The Authority requires vendors to put the list price, discount and net price on all invoices.

13. SHIPMENT AND RISK OF LOSS: Notwithstanding the F.O.B. terms stated herein, Seller's tender of goods shipped pursuant to this order shall be upon receipt of the goods by Buyer at Buyer's delivery location as designated on the face of this order. Risk of loss and/or damage shall be upon the Seller until the goods are physically delivered to Buyer's said location.

14. SPECIFICATIONS AND CONFIDENTIALITY: Any specifications, drawings, notes, instructions, engineering notices or technical data referred to in this order shall be deemed to be incorporated by reference as if fully set forth herein. Seller shall make reference to Buyer for interpretation, instructions or decision with regard to any discrepancies or questions raised by such supplementary information. Buyer shall at all times have title to all drawings and specifications furnished by Buyer to Seller, or the cost of which is charged against this order and intended for use in connection with this purchase order. Such drawings and specifications shall be held confidential by Seller; shall not be disclosed to any person, firm or corporation other than Buyer's or Seller's employees, sub-contractors or government inspectors, shall be used only in connection with this order, and shall be promptly returned to Buyer immediately upon request or completion of this order.

15. SUBCONTRACTING AND ASSIGNMENT: Seller shall not assign its rights to any other person, subcontract or delegate to any other person the performance of its obligation hereunder without prior written approval of the Buyer.

16. BANKRUPTCY CREDITORS RELIEF PROCEEDING: Any insolvency, adjustment of bankruptcy filing or voluntary or involuntary petition in bankruptcy, or any assignment for the benefit of creditors of, by or against Seller shall be a material breach of this contract, and Buyer shall be entitled, upon notice of such action, to cancel any unfilled part of this order without any liability whatsoever.

17. UTILIZATION OF MINORITY BUSINESS ENTERPRISES (MBE) AND WOMEN BUSINESS

ENTERPRISES (WBE): Seller agrees to cooperate with the Authority in meeting its commitments and goals with regard to the maximum utilization of Minority Business Enterprises (MBE) and Women Business Enterprise (WBE) to use its best efforts to insure that MBE and WBE shall have the maximum practicable opportunity to compete for supply and sub-contract work under this order.

18. PROHIBITED INTERESTS: No Board member, officer, or employee of the Buyer, and no members of the governing body within the jurisdiction of the Buyer, during the tenure or for one year thereafter shall have any interest, direct or indirect, in this order of the proceeds thereof. This order shall be subject to the Conduct of Public Officials Statute Section 1 of Chapter 268A, Massachusetts General Laws.

19. ANTI-BOYCOTT COVENANT: Seller agrees to Commonwealth of Massachusetts Executive Order No. 130, Anti-Boycott Covenant, dated December 6, 1976 not to participate in or cooperate with an…