Well 1A Pump Replacement IFB - 27DPW049G

SHORT FORM AGREEMENT
M.G.L. 30B
Contract #
THIS AGREEMENT for Title (hereinafter the "Project") is made the_____ day of Month,
Year by and between Vendor, a corporation (or partnership, etc.) organized under the laws
of the State/Commonwealth, with a usual place of business at Address, hereinafter called
the Contractor, and the Town of Needham, a municipal corporation duly organized under
the laws of the Commonwealth of Massachusetts, acting through its Town Manager,
hereinafter referred to as the Town.
WITNESSETH that the Contractor and the Town, for the consideration hereinafter
named, agree as follows:
ARTICLE 1. AGREEMENT DOCUMENTS
The Agreement consists of the following, and in the event of conflicts or discrepancies
among them, they shall be interpreted on the basis of the following priorities:
1. This Agreement;
2. The Invitation For Bids, Bid Specifications, Request For Proposals Or Purchase
Description;
3. The Contractor's Bid dated Date;
4. Drawings required for the Project, if applicable and
5. Copies of all required bonds, certificates of insurance and licenses required under
the contract;
EACH OF WHICH IS ATTACHED HERETO. These documents form the entire agreement
between the parties and there are no other agreements between the parties. Any
amendment or modification to this agreement must be in writing and signed by an official
with the authority to bind the Town.
ARTICLE 2. SCOPE OF THE WORK
The Contractor shall furnish all supplies, materials and equipment, and perform all labor,
services and work shown on the Agreement documents, and the Contractor agrees to do
everything required by this Agreement and the documents.
ARTICLE 3. TERM OF AGREEMENT
The work to be performed under this Agreement shall be commenced immediately and shall
be entirely completed by Date. The Contractor hereby agrees that if he fails to carry on the
work with reasonable speed or stops work altogether without due cause, as determined in
each case by the Town, the Town may give notice to the Contractor in writing to proceed
with the work or to carry on the work more speedily. Three days after the presentation of
such notice if the work is not proceeding to the satisfaction of the Town, the Contractor shall
be considered to have defaulted in the performance of this Agreement.
OR
This Agreement shall be for a term commencing Date and ending on Date, unless sooner
completed and subject to annual appropriation. This Agreement shall not be renewed or
extended unless provisions for renewal or extension were contained in the Invitation for

Bids or Request for Proposals, in which event the Agreement may be extended or renewed
at the sole option of the Town, and upon the terms described therein.
Notwithstanding verbal or other representations by the parties, or an earlier start date
indicated in an Agreement, the effective start date of performance under an Agreement
shall be the date a Contract has been executed by an authorized signatory of the
Contractor and the Town, or a later date specified in the Agreement or the date of any
approvals required by law or regulation, whichever is later.
ARTICLE 4. THE AGREEMENT SUM
The Town shall pay the Contractor for the performance of this Agreement a sum NOT TO
EXCEED $Amount (Amount in Words Dollars), including all reimbursable expenses.
ARTICLE 5. PAYMENT
The Town shall make payment as follows:
a. The Town shall make payment thirty (30) after receipt of an invoice for work
performed or materials supplied the previous month.
b. With any invoice the Contractor shall submit evidence satisfactory to the Town that
the goods or supplies have been delivered, or that the work has been completed and
that all payrolls, material bills and other indebtedness connected with the work has
been paid. The billings shall include, if applicable, all charges for consultants,
subcontractors, plans, equipment, models, renderings, travel, reproductions, postage
and delivery, and all other expenses. There shall not be any markup for overhead,
administration or profit for any of the above-listed services.
c. If for any reason the Town makes a payment under this Agreement in error, the
Town may recover the amount overpaid or, if applicable, may apply any
overpayment to a future installment payment.
d. The Town is not responsible for payment of invoices sent to an address other than
specified at the end of this Article. Furthermore the Town is not responsible for
any Invoice that does not reference the Town's Purchase Order number that
encumbered the funds to pay for services provided under this Agreement.
e. Invoices for services procured under this Agreement are to be sent to: Attn: Director
of Finance and Administration for Public Services, 500 Dedham Ave., Needham, MA
02492.
ARTICLE 6. PROMPT PAYMENT DISCOUNTS
The Contractor will allow a Prompt Payment Discount for payment made by the Town
within the number of days from the date of receipt of the invoice, or the date of the receipt
of the product or service, whichever occurs later as follows:
Prompt Payment Discount % Payment Issue Date w/in
0% NA
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ARTICLE 7. TAX EXEMPT STATUS
The Town represents that it is exempt from federal excise, state, and local taxes, and that
sales to it are exempted from Massachusetts sales and use tax. If in the future the Town
becomes subject to any such taxes, the Town shall reimburse the Contractor for the tax
paid by the Contractor on behalf of the Town. Any other taxes imposed on the
Contractor shall be borne solely by the Contractor.
ARTICLE 8. NONPERFORMANCE
In the case of any default on the part of the Contractor with respect to any of the terms
of this Agreement, the Town shall give written notice thereof, and if said default is not
made good within such time as the Town shall specify in writing, the Town shall notify the
Contractor in writing that there has been a breach of the Agreement and thereafter the
Town shall have the right to terminate this Agreement and secure the completion of the
work remaining to be done on such terms and in such manner as the Town shall determine,
and the Contractor shall pay for the completion of such work and reimburse the Town for
all expenses incurred by reason of said breach. The Contractor in case of such breach shall
be entitled to receive payment only for work completed satisfactorily prior to said breach, so
long as the total paid hereunder does not exceed the Agreement sum, and the amount of
any balance due the Contractor shall be determined by the Town and certified to the
Contractor.
ARTICLE 9. TERMINATION
In addition to the provisions of Article 8, the Town shall have the right to terminate this
Agreement if funds are not appropriated or otherwise made available to support the
continuation of the Agreement after the first year.
The Town shall also have the right to immediate termination:
a. any material misrepresentation made by the Contractor.
b. any failure by the Contractor to perform any of its obligations under this Agreement
including, but not limited to, the following:
i. failure to commence performance of this Agreement at the time specified in
this Agreement due to a reason or circumstance within the Contractor's
reasonable control;
ii. failure to perform this Agreement with sufficient personnel and equipment or
with sufficient material to ensure the completion of this Agreement within the
specified time due to a reason or circumstance within the Contractor's
reasonable control;
iii. failure to perform this Agreement in a manner reasonably satisfactory to the
Town;
iv. failure to promptly re-perform within reasonable time the services that were
rejected by the Town as erroneous or unsatisfactory
v. discontinuance of the services for reasons not beyond the Contractor's
reasonable control;
vi. failure to comply with a material term of this Agreement, including, but not
limited to, the provision of insurance and nondiscrimination; and
vii. any other acts specifically and expressly stated in this Agreement as
constituting a basis for termination of this Agreement.
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The Contractor shall have the right to terminate this Agreement if the Town fails to make
payment within 45 days after it is due.
ARTICLE 10. EMPLOY COMPETENT PEOPLE
The Contractor shall employ only competent people to do the work. Whenever the Town
shall notify the Contractor in writing that any person under the Contractor's employ is, in
the Town's opinion, incompetent, unfaithful, disorderly or otherwise unsatisfactory, or not
employed in accordance with the provisions of this Agreement, such person shall be
discharged from the work and shall not again be employed on the Project, except with the
consent of the Town.
ARTICLE 11. CHANGE IN SCOPE OF SERVICES
If this Agreement is pursuant to M.G.L. Ch. 30B, the Town may increase the quantity of
supplies or services or both specified in this Agreement provided:
a. the unit prices remain the same or less;
b. the procurement officer has specified in writing that an increase is necessary to fulfill
the actual needs of the Town and is more economical and practical than awarding
another contract;
c. the Town and Contractor agree to the increase in writing;
d. the increase in the total Agreement price does not exceed 25 percent but a
Agreement for the purchase of gasoline, special fuel, fuel oil, road salt or other ice
and snow control supplies shall not be subject to this limit; and
e. the Town, with the agreement of the Contractor, may reduce the unit price for
supplies or services or both specified in an Agreement to be paid by the Town at any
time during the term of the Agreement or when an option to renew, extend or
purchase is exercised.
ARTICLE 12. NOTICE
All notices required to be given under this Agreement shall be given in writing and shall be
effective upon receipt by hand delivery or certified mail to:
The Town of Needham: Carys Lustig, Director
Public Works Department
500 Dedham Avenue, PO Box 920364
Needham, MA 02492
The Town of Needham: Kate Fitzpatrick, Town Manager
1471 Highland Avenue
Needham, MA 02492
The Contractor: Vendor
Address
Address
ARTICLE 13. INSURANCE
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a. The Contractor shall, at its own expense, obtain and maintain general liability and
motor vehicle liability insurance policies protecting the Town in connection with any
operations included in this Agreement, and shall have the Town as an additional
insured on the Contractor's liability policies. General liability coverage shall be in
the amount of at least $1,000,000 per occurrence and $2,000,000 aggregate for
bodily injury liability and $1,000,000 per occurrence and $2,000,000 aggregate for
property damage liability. Motor vehicle coverage shall include coverage for owned,
hired and non-owned vehicles and shall be in the amount of at least $1,000,000 per
person and $2,000,000 per occurrence for bodily injury liability and $1,000,000 per
occurrence for property damage liability.
b. In the event this Agreement is for professional services, the Contractor shall carry
professional malpractice or Errors and Omissions liability insurance with minimum
limits of $1,000,000 per occurrence, $2,000,000 aggregate, with a maximum
deductible of $ 25,000.
c. All insurance coverage shall be in force from the time of the Agreement to the date
when all work under the Agreement is completed and accepted by the Town. Since
this insurance is normally written on a year-to-year basis, the Contractor shall
notify the Town should coverage become unavailable or if its policy should change.
d. The Contractor shall, before commencing performance of this contract, provide for
the payment of compensation and the furnishing of other benefits by an insurance
company duly licensed to do business in accordance with Massachusetts General
Laws, Chapter 152, as amended, to all employed under the Agreement and shall
continue such insurance in full force and effect during the term of the contract.
e. Certificates and any and all renewals substantiating that required insurance coverage
is in effect shall be filed with the contract. Any cancellation of insurance whether by
the insurers or by the insured shall not be valid unless written notice thereof is given
by the party proposing cancellation to the other party and to the Town at least
fifteen days prior to the intended effective date thereof, which date should be
expressed in said notice.
ARTICLE 14. INDEMNIFICATION
The Contractor shall indemnify, defend, and save harmless the Town and all of the
Town's officers, agents and employees from and against all suits and claims of liability of
every name and nature, including costs of defending any action, for or on account of any
injuries to persons or damage to property of the Town or any person, firm, corporation or
association arising out of or resulting from any act, omission, or negligence of the
Contractor, its subcontractors and its and their agents or employees in the performance of
the work covered by the Agreement and/or failure to comply with terms and conditions of
the Agreement, but only in respect of such injuries or damages sustained during the
performance and prior to the completion and acceptance of the work covered by the
Agreement and to the extent such injuries or damages are not covered by the Town's
insurance. The foregoing provisions shall not be deemed to be released, waived or modified
in any respect by reason of any surety or insurance provided by the Contractor under the
Agreement.
ARTICLE 15. CORI CERTIFICATION
Services Do Require a CORI check Services Do Not Require a CORI check
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If the above certification is checked "Services Do require CORI check," the Contractor
hereby acknowledges the right of the Town to conduct a criminal background check on all
individuals providing such services under this contract, in accordance with state law.
In accordance with G.L. c. 6, 167-178B, the Town may request and obtain all available
criminal offender record information (CORI) from the Criminal History Systems Board on
any of Contractor's employees who may have unsupervised contact with children, the
disabled, or the elderly during the performance of their work under this Contract. The
Town's assessment of CORI records is based on regulations issued by the Executive Office of
Health and Human Services, 101 C.M.R. 15.00-15.17.
Pursuant to G.L. c. 6, 178C-178P, the Contractor also authorizes the Town to use local
and national sexual offender registry information (SORI) to determine if any of the
Contractor's employees pose an unreasonable risk to children, the disabled, or the elderly
during the performance of their work under this Agreement.
ARTICLE 16. MATERIALS AND WORKMANSHIP
Unless otherwise specified, all materials and equipment incorporated in the work under the
Agreement shall be new. All workmanship shall be first class and by persons qualified in the
respective trades.
ARTICLE 17. GUARANTEE OF WORK
a. Except as otherwise specified, all work shall be guaranteed by the Contractor
against defects resulting from the use of inferior materials, equipment, or
workmanship for one year from the date of final completion of the Contract.
b. If, within any guarantee period, repairs or changes are required in connection with
guaranteed work, which in the opinion of the Town are rendered necessary as a
result of the use of materials, equipment or workmanship which are inferior,
defective or not in accordance with the terms of the Contract, the Contractor shall,
promptly upon receipt of notice from the Town and at its own expense:
i. Make goods and services conform to this Agreement;
ii. Make good all damage to the Town, or equipment or contents thereof, which,
in the opinion of the Town, is the result of the use of materials, equipment or
workmanship which are inferior, defective, or not in accordance with the
terms of the Agreement; and
iii. Make good any work or material, or the equipment or site, which is disturbed
in fulfilling any such guarantee.
ARTICLE 18. USE OF CONTRACTOR'S DRAWINGS, SPECIFICATIONS AND OTHER
DOCUMENTS
a. All Drawings, Specifications, and other documents (including sketches, computations,
test data, survey results, photographs, renderings, models, and other material
peculiar to the Services) prepared by the Contractor or Contractor's Consultants
shall become the property of the Town upon payment of sums due under the
contract. The Town acknowledges the copyright of the Contractor and the
Contractor's Consultants.
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b. The Town may use the Drawings, Specifications and such other documents prepared
by the Contractor or the Contractor's Consultants as needed for the construction,
maintenance, repair, or modification of the Project.
c. The Town shall hold the Contractor and the Contractor's Consultants harmless
and release from any claims arising out of any use of or changes to the documents
made by the Town or his representatives during any other construction not a part of
this contract.
d. Pursuant to Massachusetts General Laws, Chapter 7 Section 38H, paragraph (j),
Contractor shall not be compensated for any services involved in preparing changes
that are required for additional work that should have been anticipated by
Contractor in the preparation of the bid documents, as reasonable determined by
Town.
ARTICLE 19. GOVERNING LAW
This Agreement and performance hereunder are governed in all respects by the laws of the
Commonwealth of Massachusetts and all other applicable by-laws and administrative rules,
regulations and orders.
ARTICLE 20. CONSENT TO VENUE
a. The Contractor agrees that it shall commence and litigate all legal actions or
proceedings arising in connection with this Agreement exclusively in the Dedham
District Court or in the Norfolk Superior Court, both of which are located in the
County of Norfolk, Commonwealth of Massachusetts. The aforementioned choice of
venue is intended to be mandatory and not permissive in nature, thereby precluding
the possibility of litigation commenced by the Contractor, with respect to or arising
out of this Agreement, in any court or forum other than those specified in this
paragraph.
b. It is further agreed that the parties to this Agreement hereby waive their rights to a
jury trial.
c. Each party hereby waives any right it may have to assert the doctrine of forum non
conveniens or similar doctrine or objection to venue with respect to any proceeding
brought in accordance with this Article and stipulates that the Norfolk Division of the
Superior Court Department of the Massachusetts Trial Court shall have in personam
jurisdiction and venue over each of them for the purposes of litigating any dispute,
controversy, or proceeding out of or related to this Agreement. In the event the
Contractor commences suit or other proceeding in any other court or forum, it
agrees to immediately dismiss its suit or other proceeding and if it fails to do so and
the Town acts to dismiss or otherwise dispose of the suit, the Contractor shall
dismiss its suit and be liable to the Town for the reasonable legal fees and costs
needed to have the matter dismissed.
d. The Contractor hereby authorizes and accepts service of process sufficient for
personal jurisdiction in any action against it as contemplated by these paragraphs by
postage prepaid, registered mail, return receipt requested, to its address as set forth
in this Agreement.
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e. The Contractor shall not enter into any agreement with or employ the services of
any subcontractor unless the agreement with the subcontractor provides that the
subcontractor is subject to and will comply with the provisions of this Article.
ARTICLE 21. WORK PRODUCT
Upon payment of all amounts due under this Agreement, the Town shall become the owner
of all work product, specifications, plans, maps, data, conclusions, computations and
electronic data created under this Agreement. The Town agrees that the information
contained therein was produced specifically for this Agreement and agrees to hold the
Contractor harmless from any liability of the Town's use of these documents in any future
project not directly related to the subject matter of this Agreement. Prior to engaging the
services of any Subcontractor the Contractor shall provide to the Town a writing from the
Subcontractor that he assents to this Work Product Article.
ARTICLE 22. SUBCONTRACTING
The Contractor shall not subcontract any of the work, which it is required to perform under
this Agreement to any corporation, entity or person without the prior written approval of the
Town.
ARTICLE 23. INDEPENDENT CONTRACTOR
All of the services to be performed under the terms of this Agreement will be rendered by
the Contractor as an independent contractor. None of the terms of this Agreement shall
create a principle-agent, master-servant or employer-employee relationship between the
Town and the Contractor.
ARTICLE 24. BINDING AGREEMENT AND ASSIGNMENT OF INTEREST
This Agreement shall be binding upon the Town and the Contractor and the partners,
successors, heirs, executors, administrators, assigns and legal representatives of the Town
and the Contractor. Neither the Town nor the Contractor shall assign, sublet or transfer
any interest in this Agreement without the written consent of each other, and such consent
shall not be unreasonably withheld.
ARTICLE 25. PREVAILING WAGE RATES
If the work under this Agreement involves the construction of public works the Contractor
agrees to pay the prevailing wage and comply with Massachusetts General Laws, Chapter.
149, 26 - 27D and a Statement of Compliance is included in the Contract Documents.
Pursuant to Massachusetts General Laws, Chapter. 149 26 & 27B, the Contractor (and
every Subcontractor) shall file weekly certified payroll records with the Town for all
employees who have worked on the Project. The Town and the Contractor must preserve
said records for a period of not less than three years.
ARTICLE 26. CONFLICT OF INTEREST
By execution of this Agreement with the Town, the Contractor acknowledges that the
Town is a municipality for the purposes of Massachusetts General Law Chapter 268A (the
Massachusetts conflict of interest statue), and agrees, as circumstances require, to take
actions and to forbear from taking actions so as to be in compliance at all times with the
obligations of the Contractor based on said statute.
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ARTICLE 27. CONFIDENTIALITY
The Contractor shall comply with Massachusetts General Law Chapter 66A if the
Contractor becomes a "holder" of "personal data". The Contractor shall also protect the
physical security and restrict any access to personal or other Town data in the
Contractor's possession, or used by the Contractor in the performance of this Contract,
which shall include, but is not limited to the Town's public records, documents, files,
software, equipment or systems.
ARTICLE 28. RECORD-KEEPING AND RETENTION, INSPECTION OF RECORDS.
The Contractor shall maintain records, books, files and other data as specified in the
Contract and in such detail as shall properly substantiate claims for payment under the
Contract, for a minimum retention period of seven (7) years beginning on the first day after
the final payment under the Contract, or such longer period as is necessary for the
resolution of any litigation, claim, negotiation, audit or other inquiry involving a Contract.
The Town shall have access during the Contractor's regular business hours and upon
reasonable prior notice, to such records, including on-site reviews and reproduction of such
records at a reasonable expense.
ARTICLE 29. SEVERABILITY
If a court declares one or more of the provisions of this Agreement invalid, the validity of
the remaining provision of this Agreement shall not be affected thereby.
ARTICLE 30. CERTIFICATIONS
By executing this Agreement, the Contractor under the pains and penalties of perjury,
makes all certifications required under the certifications listed below, and has provided all
required documentation and disclosures, or shall provide any required documentation upon
request.
The Contractor is qualified and shall at all times remain qualified to perform this
Agreement; that performance shall be timely and meet or exceed industry standards,
including obtaining requisite licenses, registrations, permits and resources for performance;
and that the Contractor shall provide access to records to town officials; and the
Contractor certifies that the Contractor and any of its subcontractors are not currently
debarred or suspended by the federal or state government under any law or regulation.
The Contractor shall comply with all appliable federal, state, and local laws and
regulations.
The Contractor certifies that there is no authorization to deliver performance for which
compensation is sought under this Agreement prior to the effective date and that any oral
or written representations, commitments or assurances made by a Town representative are
not binding and the Town may not back-date this Agreement in order to cover the delivery
of performance prior to the Effective date. The Town has no legal obligation to compensate
a Contractor for performance that is not requested and is intentionally delivered by the
Contractor outside the scope of the Agreement.
The Contractor certifies it has not been in bankruptcy and/or receivership within the last
three calendar years, and the Contractor certifies that it will immediately notify the Town
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in writing if there is any risk to the solvency of the Contractor that may impact the
Contractor's ability to timely fulfill the terms of this Agreement.
The Contractor shall affirmatively disclose the details of any pertinent judgment, criminal
conviction, investigation or litigation pending against the Contractor or any of its officers,
directors, employees, agents, or subcontractors of which the Contractor has knowledge, or
learns of during the Agreement term. Contractors must affirmatively disclose any
potential structural change in its organization at least 45 days prior to the change.
If incorporated, the Contractor certifies that it has identified the Contractor's state of
incorporation, and the Contractor certifies compliance with all filing requirements of both
the incorporating state and the Massachusetts Secretary of State. If the Contractor is a
foreign corporation, the Contractor certifies compliance with all requirements for
certification, reporting, filing of documents and service of process.
If an employer, the Contractor certifies compliance with applicable state and federal
employment laws or regulations, including but not limited to minimum wages and prevailing
wage programs and payments; unemployment insurance and contributions; workers'
compensation and insurance, child labor laws, AGO fair labor practices; G.L. c. 149 (Labor
and Industries); G.L. c. 150A (Labor Relations); G.L. c. 151 and 455 CMR 2.00 (Minimum
Fair Wages); G.L. c. 5, s. 1 (Prevailing Wages for Printing and Distribution of Public
Documents); G.L. c. 151A (Employment and Training); G. L. c. 151B (Unlawful
Discrimination); G.L. c. 151E (Business Discrimination); G.L. c. 152 (Workers'
Compensation); G.L. c.153 (Liability for Injuries); 29 USC c. 8 (Federal Fair Labor
Standards); 29 USC c. 28 (Federal Family and Medical Leave Act; AGO Consumers and Civil
Rights.
Federal And State Laws And Regulations Prohibiting Discrimination including but not limited
to the Americans with Disabilities Act,; 42 U.S.C Sec. 12,101, et seq., Disability Law
Resources; the Rehabilitation Act, 29 USC c. 16 s. 794; 29 USC c. 16. s. 701; 29 USC c. 14,
623; the 42 USC c. 45; (Federal Fair Housing Act); G. L. c. 151B (Unlawful Discrimination);
G.L. c. 151E (Business Discrimination); the Public Accommodations Law G.L. c. 272, s. 92A;
G.L. c. 272, s. 98 and G.L. c. 272 s. 98A; the Massachusetts Constitution Article CXIV and
G.L. c. 93, s. 103; 47 USC c. 5, sc. II, Part II, s. 255 (Telecommunication Act; Chapter
149, Section 105D, G.L. c. 151C, G.L. c. 272, Section 92A, Section 98 and Section 98A,
and G.L. c. 111, Section 199A.
ARTICLE 31. CERTIFICATE OF COMPLIANCE WITH MASSACHUSETTS TAX LAWS
The Contractor certifies Tax Compliance with Federal tax laws; State tax laws including
G.L. c. 62C, G.L. c. 62C, s. 49A (the Contractor has complied with all laws of the
Commonwealth relating to taxes, reporting of employees and contractors, and withholding
and remitting of child support and is in good standing with respect to all returns due and
taxes payable to the commissioner of revenue); reporting of employees and contractors
under G.L. c. 62E, withholding and remitting child support including G.L. c. 119A, s. 12;
______________________ _________________________________
Social Security Number or Signature of Individual
Federal Identification Number or Corporate Name
BY:______________________________
Corporate Officer (if applicable)
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first above written.
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