HomeMy WebLinkAboutContract #: 786 - From: 11-01-2014 To: 10-31-2015 - Safe Road Services - Town of North Andoverm
Andrew W. Maylor
Town Manager
Mr. Kevin Barrett, President
Safe Road Services
3 McKinley Road
Franklin, MA 02038
Dear Mr. Barrett:
Town of North Andover
Office of the
Town Manager
North Andover Town Hall
120 Main Street
North Andover, MA 01845
amaylor@townofnorthandover.com
October 27, 2014
Telephone (978)688-9510
Fax (978)688-9556
In accordance with the provisions of the contract between the Town of North Andover
and Safe Road Services (Contract #786), the contract and the respective unit prices for Safe Melt
is extended an additional option year (November 1, 2015 through October 31, 2016).
If you have any questions and/or concerns, please call Ray Santilli, Assistant Town
Manager, at 978-688-9516.
Sincerely,
4 —
Andrew W. Maylor
Town Manager
cc., Bruce Thibodeau, Public Works
Contract File
Andrew W. Maylor
Town Manager
Mr. Kevin Barrett, President
Safe Road Services
3 McKinley Road
Franklin, MA 02038
Dear Mr. Barrett:
Town of North Andover
Office of the
Town Manager
North Andover Town Hall
120 Main Street
North Andover, MA 01845
amaylor@townofnorthandover.com
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Telephone (978)688-9510
Fax (978)688-9556
September 26, 2016
In accordance with the provisions of the contract between the Town of North Andover
and Safe Road Services (Contract #786), the contract and the respective unit prices for Safe Melt
is extended the last additional option year (November 1, 2016 through October 31, 2016).
If you have any questions and/or concerns, please call Ray Santilli, Assistant Town
Manager, at 978-688-9516.
Sincerely,
Andrew W. Ma 16�
Y
Town Manager
cc., Bruce Thibodeau, Public Works
Contract File
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TOWN OF NORTH ANDOVER
CONTRACT
CONTRACT #1'�V
DATE: 2 C Da
This Contract is entered into on, or as of, this date by and between the Town of North Andover
(the "Town"), and
Contractor: Safe Road Services
Address: 3 McKinley Road
Franklin, MA 02038
Telephone Number: 508-541-3121
Fax Number:
1. This is a Contract for the procurement of the following:
Safe Melt for the period of November 1, 2014 through October 31, 2015 per the Town of
Andover Consortium bid
2. The Contract price to be paid to the Contractor by the Town of North Andover is:
1-1,500 gallons $1.50 per gallon delivered
1,501— 5,000 gallons $1.18 per gallon delivered
3. Payment will be made as follows:
Upon delivery and receipt of invoice (net 30)
4. Definitions
4.1 Acceptance: All Contracts require proper acceptance of the described goods or
services by the Town of North Andover. Proper acceptance shall be understood to
include inspection of goods and certification of acceptable performance for services by
authorized representatives of the Town to insure that the goods or services are complete
and are as specified in the Contract.
(Rev 5-2007) Contract by and between Town of North Andover and Safe Road Services
Page 1
4.2 Contract Documents: All documents relative to the Contract including (where used)
Instructions to Bidders, Proposal Form, General Conditions, Supplementary General
Conditions, General Specifications, Other Specifications included in Project Manual,
Drawings, and all Addenda issued during the bidding period. The Contract documents
are complementary, and what is called for by any one shall be as binding as if called for
by all. The intention of the document is to include all labor and materials, equipment and
transportation necessary for the proper performance of the Contract.
4.3 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.
4.4 Date of Substantial Performance: The date when the work is sufficiently complete, the
services are performed, or the goods delivered, in accordance with Contract documents,
as modified by approved Amendments and Change Orders.
4.5 Goods: Goods, Supplies or Materials.
4.6 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.
4.7 Work: The services or materials contracted for, or both.
5. 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 October 31, 2015, unless extended pursuant to a provision for
extension contained in the Contract documents 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. The time limits stated in the Contract documents are of the essence of
the Contract.
6. 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, this
Contract shall be immediately terminated without liability for damages, penalties or other
charges.
7. 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.
(Rev 5-2007) Contract by and between Town of North Andover and Safe Road Services Page 2
r
8. Termination and Default
8.1 Without Cause. The Town may terminate this Contract on seven (7) calendar days notice
when in the best interests of the Town 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.
8.2 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.
8.3 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.
9. 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
deemed a material breach of this Contract, and the Town of North Andover 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 and
specific performance, and the right to select among the remedies available to it by all of the
above.
(Rev 5-2007) Contract by and between Town of North Andover and Safe Road Services Page 3
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.
10. Statutory Compliance
10.1 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.
10.2 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.
10.3 The Contractor shall give all notices and comply with all laws and regulations bearing on
the performance of the Contract. If the Contractor performs the Contract in violation of
any applicable law or regulation, the Contractor shall bear all costs arising therefrom.
10.4 The Contractor shall keep itself fully informed of all existing and future State and
National Laws and Municipal By-laws and Regulations and of all orders and decrees of
any bodies or tribunals having jurisdiction in any manner affecting those engaged or
employed in the work, of the materials used in the work or in any way affecting the
conduct of the work. 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. It shall, at all
times, itself observe and comply with all such existing and future laws, by-laws,
regulations, orders and decrees; and shall protect and indemnify the Town of North
Andover, '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.
11. 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
(Rev 5-2007) Contract by and between Town of North Andover and Safe Road Services Page 4
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.
12. 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).
13. Discrimination
The Contractor will carry out the obligations of this Contract in full compliance with all of the
requirements imposed by or pursuant to General Laws Chapter 151B (Law Against
Discrimination) and any executive orders, rules, regulations, and requirements of the
Commonwealth of Massachusetts as they may from time to time be amended.
14. Assignment
Assignment of this Contract is prohibited, unless and only to the extent that assignment is
provided for expressly in the Contract documents.
15. Condition of Enforceability Against the Town
This Contract is only binding upon, and enforceable against, the Town if. (1) the Contract is
signed by the Town Manager or its designee; 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.
16. 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 North Andover unless
and until the Contractor complies with this section.
The Contractor, if a foreign corporation, shall comply with the provisions of the General Laws,
Chapter 181, Sections 3 and 5, and any Acts and Amendments thereof, and in addition thereto,
relating to the appointment of the Commissioner of Corporations as its attorney, 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.
(Rev 5-2007) Contract by and between Town of North Andover and Safe Road Services Page 5
17. Liability of Public Officials
To the full extent permitted by law, no official, employee, agent or representative of the Town of
North Andover shall be individually or personally liable on any obligation of the Town under this
Contract.
18. Indemnification
The Contractor shall 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 reasonable 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 further 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.
The existence of insurance shall in no way limit the scope of the Contractor's indemnification
under this contract.
19. 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
deemed a material breach of this Contract, shall operate as an immediate termination thereof, and
Contractor shall indemnify the Town for all losses, claims, and actions resulting from the failure
to provide the insurance required by this Article.
The Contractor shall furnish to the Town evidence of 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.
20. 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
(Rev 5-2007) Contract by and between Town of North Andover and Safe Road Services Page 6
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 issues any material for publication through any
medium.
21. 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 Agreement.
22. 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.
23. 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 Agreement, 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.
24. 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. Any and all proceedings or actions relating to subject
(Rev 5-2007) Contract by and between Town of North Andover and Safe Road Services Page 7
matter herein shall be brought and maintained in the courts of the Commonwealth or the federal
district court sitting in the Commonwealth, which shall have exclusive jurisdiction thereof. This
paragraph shall not be construed to limit any other legal rights of the parties.
25. 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 in the Contract and to the Town of North Andover by being sent to the
Town Manager, Town Hall, 120 Main Street, North Andover, Massachusetts 01845.
26. Binding on Successors
This Contract shall be binding upon the Contractor, its assigns, transferees, and/or successors in
interest (and where not corporate, the heirs and estate of the Contractor).
27. Complete Contract
This instrument, together with its endorsed supplements, and the other components of the
contract documents, constitutes the entire contract between the parties, with no agreements other
than those incorporated herein.
28. Supplemental Conditions
The foregoing provisions apply to all contracts to which the Town of North Andover shall be a
party. One of the following "Supplements" must be "checked" as applicable to this Contract,
shall be attached hereto, and shall in any event apply as the nature of the Contract requires. The
Supplement contains additional terms governing the Contract:
[ X ] GOODS
SUPPLEMENT "G" - Applicable to Contracts for the procurement of Goods
(governed by the provisions of General Laws Chapter
30B)
[ ] SERVICES
SUPPLEMENT "S" - Applicable to Contracts for the procurement of Services
(governed by the provisions of General Laws Chapter
30B)
[ ] CONSTRUCTION
SUPPLEMENT "C" - Applicable to Contracts for Construction
(Rev 5-2007) Contract by and between Town of North Andover and Safe Road Services Page 8
IN WITNESS WHEREOF the parties have hereto and to two other identical instruments set forth
their hands the day and year first above written.
THE TOWN
ivision/Department Head
Contract Manager
Town Manager Date
THE CONTRACTOR
Company Name
Signature Date
&W j>A2�51AZAA—
Print Name & Title
CERTIFICATION AS TO AVAILABILITY OF FUNDS:
k ) k-'4 ylf
Town A countant U Date
(Rev 5-2007) Contract by and between Town of North Andover and Safe Road Services Page 9
SUPPLEMENT "G"
1. This form supplements the general provisions of the Contract between the Town of North
Andover and Safe Road Services, which Contract is a contract for the procurement of
goods.
2. "Goods" shall mean Goods, Supplies, or Materials, as described in the Contract.
3. Change Orders:
Change orders may not increase the contract price by more than twenty-five percent
(25%), in compliance with General Laws Chapter 30B, §13.
4. This Contract for purchase includes the following delivery, installation or setup
requirements:
Delivery to: Department of Public Works
384 Osgood Street
North Andover, MA 01845
Dated:
THE TOWN OF NORTH ANDOVER
By:
Town Manager
THE CONTRACTOR
By:
(Rev 5-2007) Supplement "G" to Contract between the Town of North Andover Page 1
and Safe Road Services