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HomeMy WebLinkAboutContract #: 825 - From: 06-18-2015 To: 10-02-2015 - Commonwealth Const - Town of North Andoveri, SECTION 00520 O TOWN OF NORTH ANDOVER CONTRACT CONTRACT# DATE: This Contract is entered into on, or as of, this date by and between the Town of North Andover (the "Town"), and Contractor: Commonwealth Construction & Utilities, Inc. Address: 16 Dana Road Maynard, MA 01754 Telephone Number: OFax Number: 1. This is a Contract for the procurement of the following: Rosemont Pump Station Area Water Main Improvements — Contract 15-1 Base Bid plus Alternate A 2. The Contract price to be paid to the Contractor by the Town of North Andover is: $264,898.00 (Two Hundred Sixty Four Thousand, Eight Hundred and Ninety Eight Dollars and Zero Cents) 3. Payment will be made as follows: Per the Contract Documents 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 Oauthorized representatives of the Town to insure that the goods or services are complete and are as specified in the Contract. (Rev 5-2007) 00520-1 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. Term of Contract and Time for Performance: This Contract shall be fully performeq by the Cojractor in accordance with the provisions of the Contract Documents on or before " 40r4" 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) 00520-2 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. From any sums due to the Contractor for services, the Town may keep the whole or any part of Othe amount for expenses, losses and damages incurred by the Town as a consequence of (Rev 5-2007) 00520-3 procuring services as a result of any failure, omission or mistake of the Contractor in providing services as provided in this Contract. O10. 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 Oany 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 Contract documents the Contractor certifies to the Town that neither it nor its agents, Oemployees, or subcontractors are thereby in violation of General Laws Chapter 268A. (Rev 5-2007) 00520-4 12. Certification of Tax Compliance This Contract must include a certification of tax compliance by the Contractor, as required by OGeneral Laws Chapter 62C, Section 49A (Requirement of Tax Compliance by All Contractors Providing Goods, Services, or Real Estate Space to the Commonwealth or Subdivision). N 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. 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. (Rev 5-2007) 0052075 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 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 O 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. (Rev 5-2007) 00520-6 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 parry. 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 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 O 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 (Rev 5-2007) 00520-7 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 Othe 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: [ ] GOODS SUPPLEMENT "G" - Applicable to Contracts for the procurement of Goods 0 (governed by the provisions of General Laws Chapter 30B) N [ ] SERVICES SUPPLEMENT "S" - Applicable to Contracts for the procurement of Services (governed by the provisions of General Laws Chapter 30B) [ X ] CONSTRUCTION SUPPLEMENT "C" - Applicable to Contracts for Construction (Rev 5-2007) 00520-8 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 Division/Department Head Contract Manager THE CONTRACTOR Commonwealth Construction & Utilities. Inc. Company Name own Manag ,r �� Date e Signature Date 61116�15&70 �� h 4 Print Name & Title APPROVED AS TO FORM: Town Counsel Date CERTIFICATION AS TO AVAILABILITY OF FUNDS: - 6Q4�4 , �,AO-Low U IK7- Town Accountant 0Date (Rev 5-2007) 00520-9 ATTACHMENT A SUPPLEMENT "C" [] CONSTRUCTION SUPPLEMENT "C" - Applicable to Contracts for the construction of: (1) Public Buildings and Public Works (governed by the provisions of General Laws Chapter 30B); (2) Public Buildings (governed by the provisions of General Laws Chapter 149,§ 44A, et seq.); and (3) Public Works (governed by the provisions of General Laws Chapter 30, §39M, et seq) 1. This form supplements the Town of North Andover "Contract and General Conditions" and applies only to contracts for the construction, reconstruction, alteration, remodeling or repair of public works or public buildings. 2. Wherever the law requires one contracting with a city or town to be bonded, such obligation shall be understood to be a term and condition of this Contract. The Contractor agrees to secure such bond (where required) in the form required by the Town and provide an original thereof to the Town prior 0 to the commencement of performance. E uali : 3.1. In the case of a closed Specification written for a specific item or items to be furnished under the Base Bid, such specifications shall, as applicable, be in compliance with the Massachusetts General Laws, Chapter 30, Section 39M and Chapter 149, Sec. 44A et seq. 3.2. Where the name of an item, material or manufacturer is mentioned in the Specifications or on the Drawings, except as above noted, the intent is to establish a standard and in no way should be construed to exclude any item or manufacturer not mentioned by name, but whose product meets the Specifications as to design, utility and quality. Final decision shall rest with the Project Representative as to its acceptability. 4. Change orders to contracts governed by General Laws Chapter 30B may not increase the quantity of goods or services provided by more than twenty-five (25%) per cent, in compliance with Sec. 13 of Chapter 30B. 5. 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 151, Sec. 1, et seq. (Minimum Wage Law) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. The Contractor will at all times comply with the wage rates as determined by the Commissioner of the Department of Labor and Industries, under the provisions of General Laws Chapter 149, Sections 26 and 27D (Prevailing Wage), as shall be in force and as amended. (Rev 5-2007) 00520-A-1 6. The Contractor shall continuously maintain adequate protection of all work from damage and shall 0 protect the property of the Town and others, including adjacent property, from injury or loss arising in connection with the Contract. The Contractor shall make good any such damage, injury or loss, except as may be directly due to errors in the Contract Documents or caused by agents or employees of the Town, or due to causes beyond the Contractor's control and not the Contractor's fault or negligence. The Contractor shall take all necessary precautions for the safety of employees on the work, and shall comply with all applicable provisions of Federal, State and local laws and codes to prevent accidents or injury to persons on, about or adjacent to the premises where the work is being performed. The Contractor will erect and properly maintain at all times, as required by the conditions and progress of the work, all necessary safeguards for the protection of workers and the public, shall post danger signs warning against the hazards created by such features of construction such as pits, protruding nails, hosts, well holes, elevator hatchways, scaffolding, window openings, stairways and falling materials; and shall designate a responsible member of its organization on the work, whose duty shall be the prevention of accidents. 8. The Town shall at all times have access to the work wherever it is in preparation or progress and the Contractor shall provide suitable accommodations for such access. 9. The Contractor shall appoint a competent superintendent and foreman and any necessary assistants, all of whom shall be satisfactory to the Town. If the Town in its sole discretion determines that the construction superintendent, foreman, or assistants are unacceptable to the Town, then upon seven days notice from the Town, the Contractor shall replace such person or persons with people acceptable to the Town. 0 10. The Contractor shall give efficient supervision to the work, using its best skill and attention. The Contractor shall carefully study and compare the drawings, specifications and other instructions and shall at once report to the Town any error, inconsistency or omission which shall be discovered. Included in this responsibility shall be supervision of all work performed by subcontractors on the work. 11. If the Contractor should neglect to prosecute the work properly, or fail to perform the contract or any of its provisions, the Town, upon three days written notice, may, without prejudice to any other remedy it may have, make good such deficiencies and may deduct the cost thereof from the payment then or thereafter due the Contractor. 12. Inspection by the Town's Project Representative 12.1. The Town shall have the right to designate a Project Representative who may make periodic visits to the site to familiarize the Town generally with the progress and quality of the work, and to determine in general if the work is proceeding in accordance with the Contract Documents. The Project Representative will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work, and will not be responsible for the Contractor's failure to carry out the construction work in accordance with the Contract Documents. During such visits and on the basis of these observations while at the site, the Project Representative will keep the Town informed on the progress of the work, will endeavor to guard the Town against defects and deficiencies in the work of contractors, and may condemn structural work as failing to conform to the Contract Documents. The Project Representative shall have authority to act on behalf of the Town only to the extent expressly delegated by the Town, which shall be shown to the Contractor, and shall have (Rev 5-2007) 00520-A-2 authority to stop the work whenever such stoppage may reasonably be necessary to insure the proper execution of the Contract. 12.2. In connection with the work, the Project Representative shall not be responsible for construction methods, means, techniques, sequences or procedures employed by the Contractor or the Contractor's safety programs, requirements, regulations, or precautions. 13. Decisions of the Project Representative 13.1. The Project Representative shall, within a reasonable time, make decisions on all claims of the Town or the Contractor and on all other matters relating to the execution and progress of the structural work or the interpretation of the Contract Documents. 13.2. The Project Representative's decision, in matters relating to the project, shall be final, if within the terms of the Contract Documents. 13.3. If, however, the Project Representative fails to render a decision within ten days after the parties have presented their evidence, either party may then avail itself of the remedies provided in this contract or available to it by law. If the Project Representative renders a decision after such remedies have commenced, such decision may be entered as evidence but shall not disturb or interrupt such proceedings except where such decision is acceptable to the parties concerned. 14.1 Use of Premises by the Contractor: 0 14.1. The Contractor shall confine its apparatus, the storage of materials and the operations of its workmen to limits indicated by law, by-laws, permits or directions of the Town and shall not unreasonably encumber the premises with its materials. 14.2. The Contractor shall not load or permit any part of the structure to be loaded with a weight that will endanger its safety. 15. Maintenance of Premises: The Contractor shall at all times keep the premises free from accumulation of waste materials or rubbish caused by its employees or work, and at the completion of the work it shall remove all its rubbish from and about the work site and all its tools, scaffolding and surplus materials and shall leave its work "broom -clean", or its equivalent, unless more exactly specified. In case of dispute, the Town may remove the rubbish and charge the cost to the several contractors, as the Town shall determine to be just. 16. Right to Terminate If the Contractor should (1) be adjudged a bankrupt, (2) make a general assignment for the benefit of creditors, (3) have a receiver appointed on account of its insolvency, (4) persistently or repeatedly refuse or fail to supply enough personnel and resources to perform the contract, (5) fail to make prompt payment to subcontractors or to providers of materials or labor, (6) persistently disregard laws and regulations or lawful directives of the Town, or (7) be guilty of a substantial violation of any provision of the Contract, then the Town may, without prejudice to any other O right or remedy and after giving the Contractor (or any surety) seven days written notice, terminate the contract and the employment of the Contractor and take possession of the premises (Rev 5-2007) 00520-A-3 and of all materials, tools and appliances thereon and finish the work by whatever method it deems appropriate. In such cases, the Contractor shall not be entitled to receive any further payment until the work is finished. If the unpaid amount owed to the Contractor for work already completed shall exceed the expense of finishing the work, including compensation for additional architectural, managerial, legal and administrative services, such excess shall be paid to the Contractor. If such expenses shall exceed such unpaid balances, the Contractor shall pay the difference to the Town. The Contractor shall not be relieved of liability to the Town by virtue of any termination of this contract, and any claim for damages against the Contractor relating to the Contractor's performance under this contract shall survive any termination hereunder. Notwithstanding any other provision of this Agreement, the Town reserves the right at any time in its absolute discretion to suspend or terminate this Agreement in whole or in part for its convenience upon seven days written notice to the Contractor. The Town shall incur no liability by reason of such termination except for the obligation to pay compensation for all work performed by the Contractor and accepted by the Town to the termination date. 17. Progressyments: 17.1. The Contractor shall submit to the Town an itemized Application for Payment, supported to the extent required by the Town by invoices or other vouchers, showing payments for materials and labor, payments to Subcontractors and such other evidence of the Contractor's right to payment. 17.2. The Contractor shall, before the first application, submit to the Town a schedule of values of the various parts of the work, including quantities aggregating the total sum of the Contract, divided so as to facilitate payments to Subcontractors, made out in such form as the Town and the Contractor may agree upon, and, if required, supported by such evidence as to its correctness. This schedule, when approved by the Town, shall be used as a basis for payment, unless it is found to be in error. If applying for payments, the Contractor shall submit a statement based upon this schedule. 18. Withholding, of Pats 18.1. The Town may withhold or, on account of subsequently discovered evidence, nullify the whole or part of any payment to such extent as may be necessary in its reasonable opinion to protect the Town of North Andover from loss on account of: 18.1.1. Defective work not remedied. 18.1.2. Claims filed or reasonable evidence indicating probable filing of claims. 18.1.3. Failure of the Contractor to make payments properly to Subcontractors or for material or labor. 18.1.4. A reasonable doubt that the Contract can be completed for the balance then unpaid. 18.1.5. Damage to another contractor. (Rev 5-2007) 00520-A-4 18.1.6. Delays resulting in liquidated damages. 18.2. Withholding of payments shall be in strict compliance with statutory requirements. 19. Claims by Contractor and Liability of Town All claims by the Contractor against the Town shall, unless otherwise provided by law, be initiated by a written claim submitted to the Town no later than seven (7) calendar days after the event or the first appearance of the circumstances causing the claim. The claim shall set forth in detail all known facts and circumstances supporting the claim. The Contractor shall continue its performance under this contract regardless of the submission or existence of any claims. The limit of liability of the Town under this Agreement is limited to the compensation provided herein for work actually performed, and shall in no event include liability for delays or for incidental, special or consequential damages or lost profits or for damages or loss from causes beyond the Town's reasonable control. 20. Liquidated Damages: Because both parties recognize (1) that the time for completion of this Contract is of the essence, (2) that the Town will suffer loss if the work is not completed within the contract time specified, plus any extension thereof allowed in accordance with the provisions of this contract, and (3) the delays, expense and difficulties involved in a legal proceeding to determine the actual loss suffered by the Town if the work is not completed in time, it is agreed that the Contractor will pay the Town as liquidated damages representing an estimate of delay damages, not as a penalty, the sum of One Thousand Dollars ($1,000) per day for each calendar day of delay until the work is completed, whether the work is completed by the Contractor or some other person. The Town's right to impose liquidated damages shall in no way prohibit or restrict the Town's right to bring a legal action for damages in lieu of or in addition to its option to impose liquidated damages. The Town may deduct any liquidated damages from money due the Contractor, and if such payment is insufficient to cover the liquidated damages, then the Contractor shall pay the amount due. 21. The Contractors' Mutual Responsibility: Should the Contractor cause damage to any separate subcontractor on the work, the Contractor agrees, upon due notice, to settle with such contractor by agreement, or by recourse to remedies provided by law or by the provisions of the contract. If such separate contractor sues the Town on account of any damage alleged to have been sustained, the Town shall notify the Contractor, who shall defend such proceedings at the Town's expense and, if any judgment against the Town arises therefrom, the Contractor shall pay or satisfy it and pay all costs incurred by the Town. 22. Separate Contracts: 22.1. The Town reserves the right to let other Contracts in connection with this work under similar General Conditions. The Contractor shall afford other contractors reasonable opportunity for the introduction and storage of their materials and the execution of their work, and shall properly connect and coordinate its work with theirs. 22.2. If any part of the Contractor's work depends, for proper execution or results, upon the 0 work of any other contractor, the Contractor shall inspect and promptly report to the (Rev 5-2007) 00520-A-5 Town any defects in such work that render it unsuitable for such proper execution and results. Failure of the Contractor to so inspect and report shall constitute an acceptance of the other contractor's work as fit and proper for the reception of its work except as to defects which may develop in the other contractor's work after the execution of its work. 22.3. To insure the proper execution of its subsequent work, the Contractor shall measure work already in place and shall at once report to the Town any discrepancy between the executed work and the Drawings. 23. Subcontracts: 23.1. All Subcontracts shall be awarded in conformity with the requirements of the General Laws, Commonwealth of Massachusetts, Chapter 149, Sections 44A to 44L, inclusive. 23.2. The Contractor agrees that it is as fully responsible to the Town for the acts and omissions of its Subcontractors and of persons either directly or indirectly employed by them, as it is for the acts and omissions of persons directly employed by it. 23.3. Nothing contained in the Contract Documents shall create any contractual relationship between any Subcontractor and the Town. 24. Contractor -Subcontractor Relations: The Contractor agrees to bind every Subcontractor and every Subcontractor agrees to be bound by the terms of the Agreement, the General Conditions of the Contract, the Supplementary General Conditions, the Drawings and Specifications, as far as applicable to its work, including the provisions of the General Laws, Commonwealth of Massachusetts, Chapter 149, Section 44A, et seq. 25. Indemnification: 25.1. The Contractor shall indemnify, defend and save harmless the Town, its officers, agents and employees from and against any and all damages, liabilities, actions, suits, proceedings, claims, demands, losses, recoveries and judgments of every nature and description (including reasonable attorneys' fees) brought or recovered against them 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 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. 25.2. In any and all claims against the Town or any of their agents or employees by any employee of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification (Rev 5-2007) 00520-A-6 obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under Workmen's Compensation Acts, disability benefit acts or other employee benefit acts. 25.3. The intent of the Specifications regarding insurance is to specify minimum coverage and minimum limits of liability acceptable under the Contract. However, it shall be the Contractor's responsibility to purchase and maintain insurance of such character and in such amounts as will adequately protect it and the Town from and against all claims, damages, losses and expenses resulting from exposure to any casualty liability in the performance of the Work. 26. The Contractor's Insurance: 26.1. The Contractor shall purchase and maintain such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract, whether such operations be by itself or by any Subcontractor or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. 26.1.1. Claims under Worker's Compensation, disability benefit and other similar employee benefit acts; 26.1.2. Claims for damages because of bodily injury, occupational sickness or disease, or death of its employees, and claims insured by usual personal Oinjury liability coverage; 26.1.3. Claims for damage because of bodily injury, sickness or disease, or death of any person other than its employees, and claims insured by usual personal liability coverage; E9 26.1.4. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom. 26.2. The insurance required by the above shall be written for not less than the following minimum limits of liability: 26.2.1. Worker's Compensation Insurance Requirements Workers' Compensation coverage as required by the laws of the Commonwealth of Massachusetts. 26.2.2. Liability Insurance Requirements Liability insurance shall include all major divisions and shall be on a comprehensive general basis including Premises and Operations, Owners and Contractor's Protective, Products and Completed Operations, and Owned, Non -owned and Hired Motor Vehicles. All such insurance shall be written for not less than any limits of liability required by law, unless otherwise provided in the contract documents, or the following limits, whichever are greater: (Rev 5-2007) 00520-A-7 101 EO Comprehensive General Liability Insurance (Broad Form) Bodily Injury Property Damage Automobile Liability Insurance Excess Liability (Umbrella) $1,000,000 per person $2,000,000 aggregate $1,000,000 per occurrence $2,000,000 aggregate $500,000 per person $1,000,000 per occurrence $2,000,000 Addendum No.1 26.3. The above insurance policies shall also be subject to the following requirements: 26.3.1. Insurance coverage for the Contractor's Comprehensive General Liability, as hereinafter specified under Paragraph entitled "Protective Liability Insurance" shall be written by one and the same insurance company to avoid the expense of duplicate and/or overlapping coverage and to facilitate and expedite the settlement of claims. 26.3.2. Certificates of Insurance acceptable to the Town shall be addressed to and filed with the Town prior to commencement of the work. Renewal certificates shall be addressed to and filed with the Town at least ten (10) days prior to the expiration date of required policies. 26.3.3. No insurance coverage shall be subject to cancellation without at least thirty (30) days prior written notice forwarded by registered or certified mail to the Town. The Town shall also be notified of the attachment of any restrictive amendments to the policies. 26.3.4. All Certificates of Insurance shall be on the "MIIA" or "ACORD" Certificate of Insurance form, shall contain true transcripts from the policies, authenticated by the proper officer of the Insurer, evidencing in particular those insured, the extent of coverage, the location and operations to which the insurance applies, the expiration date and the above-mentioned notice clauses. 26.3.5. All premium costs shall be included in the Contractor's bid. 26.3.6. All insurance shall be written on an occurrence basis. Coverage shall be maintained without interruption from date of the Contract until date of final payment and termination of any coverage required to be maintained after payment. 27. Protective Liability Insurance: 27.1. The Contractor shall purchase and maintain such insurance as described in the preceding paragraph as will protect the Town from claims which may arise from operations under the Contract, including operations performed for the named insureds by independent contractors and general inspection thereof by the named insureds. (Rev 5-2007) 00520-A-8 to 27.2. The Contractor shall also purchase and maintain such insurance as will protect the Town against Automobile Non -Ownership Liability in connection with the Contractor's operations under the Contract, whether such operations be by itself or by any Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. 27.3. The limits of liability for coverage required under the preceding paragraphs shall be as specified under the provisions hereof governing the Contractor's General Liability Policy. 27.4. The Town shall be named as an additional insured on the above referenced liability Policies, and the Contractor's insurance shall be the primary coverage. The cost of such insurance, including required endorsements and amendments, shall be the sole responsibility of the Contractor. 28. Liens: Neither the Final Payment nor any part of the retained percentage shall become due until the Contractor, if required, shall deliver to the Town a complete release of all liens arising out of the Contract, or receipts in full in lieu thereof and, if required in either case, an affidavit that as far as it has knowledge or information, the releases and receipts include all the labor and material for which a lien could be filed. The Contractor shall comply with all statutory provisions of the General Laws of the Commonwealth of Massachusetts with regard to liens, Chapter 254 and 149 as amended (as a minimum requirement). 0 29. Guarantees: 29.1 The Contractor guarantees and warrants to the Town that all labor furnished under this Contract will be competent to perform the tasks undertaken, that the product of such labor will yield only first-class results, that materials and equipment furnished will be of good quality and new unless otherwise permitted by this Contract, and that the Work will be of good quality, free from faults and defects and in strict conformance with this Contract. All Work not conforming to these requirements may be considered defective. 29.2. If at any time any part of the work constructed under the terms of this contract shall in the opinion of the Town Manager require repairing due to defective work or materials furnished by the Contractor, he may notify the Contractor in writing to make the required repairs. If the Contractor shall neglect to start such repairs within ten days of the date of giving it notice thereof and to complete the same to the satisfaction of the Town Manager with reasonable dispatch, then the latter may employ other persons to make such repairs. The Town shall charge the expense thereof to the Contractor and may use any moneys still retained to pay for the same, and if such sum is insufficient, the Contractor shall be obligated to pay the balance thereof. 29.3. All guarantees and warranties required in the various Sections of the Specifications which originate with a Subcontractor or Manufacturer must be delivered to the Town before final payment to the Contractor may be made for the amount of that subtrade or for the phase of work to which the guarantee or warranty relates. The failure to deliver a required guarantee or warranty shall be held to constitute a failure of the Subcontractor to fully complete his work in accordance with the Contract Documents. The Contractor's (Rev 5-2007) 00520-A-9 obligation to correct work is in addition to, and not in substitution of, such guarantees or warranties as may be required in the various Sections of the Specifications. This Agreement is intended to take effect as a sealed instrument. Witness our hands and seals .hereto: Dated: Jmll(D o LR -1115 The Town of North Andover by: NA 0 Aio� )I -PP ed To ountant Certifis to Appropriation 7W4;4M'- "Pt! /-8 w�f Town Counsel Approved as to Form The Contractor by:i� AuthorfzVTSignattke O END OF SECTION (Rev 5-2007) 00520-A-10 A* IN CERTIFICATE OF VOTE. (to be filed if Contractor is a Corporation) thereby certify that I am the duly qualified and acting Secretary of (Secretary of Corporation),�A o'V' �w,�I )Nm and'urther certify that a meeting of the Directors of said company, (Name of Corporation) R duly called and held on \�\�? �� ��, LL' , at which all members were present and voting, the (Date of Meeting) following vote was unanimously passed: VOTED: To authorize and empower 013 0 Anyone acting singly, to execute Forms of General Bid, Contracts or Bonds on behalf of the Corporation. I further certify that the above vote is still in effect and has not been changed or modified its any respect. / , _ 'L—� A I AW (Notary Public) DAVID COLLINS - My Commission Expires: _ Notary Public _ COMMONWQF MASSACHUSETTS My Commi sion Expires February 19, 2021 (Rev 5-2007) 00520-10 OContractor's Certification A Contractor will not be eligible for award of a contract unless such Contractor has submitted the following certification, which is deemed a part of the resulting contract: CONTRACTOR'S CERTIFICATION � �\�' �,kc,�, VY-\ -\ � � � �) vt I Name of the General Contractor certifies that it: 1. Will not discriminate in their employment practices; 2. Intends to use the following listed construction trades in the work under the contract: and 3. Will make good faith efforts to comply with the minority employee and women employee workforce Oparticipation ratio goals and specific affirmative action steps contained herein; and 4. Is in compliance with all applicable federal and state laws, rules, and regulations governing fair labor and employment practices; and 5. Will provide the provisions of the "Supplemental Equal Employment Opportunity, Non -Discrimination and Affirmative Action Program" to each and every subcontractor employed on the Project and will incorporate the terms of this Section into all subcontracts and work orders entered into on the Project. 6. Agrees to comply with all provisions contained herein. Signature of authorized representative of Contractor D Printed name of authorized representative of Contractor (Rev 5-2007) 00520-11 Contractor's Certification (Continued) C�7 �� Yid [�1��17 �►Z1)�KI]J 11II.`1-[Ilial The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean natural person, business, partnership, corporation, committee, union, club or other organization, entity, or group of individuals. Signature ,, I/ _A�t�\�,tIn ���t \, o Print Name & Title �m�rnb,�vun o f On Company Name C�]7��� 11 I� CNV�D[I]_�11 II�:�KI]�i��1�►t�1� Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I \,` vii �\ \\(QV\ �\W\'kXVOD , authorized signatory for Name of individual Name of contractor do hereby certify under the pains and penalties of perjury that said contractor has complied with all laws of the Commonwealth of Massachusetts, and the Town of North Andover, relating to taxes, permit or other fees, reporting of employees and contractors, and withholding and remitting child support. Signature Date LABOR HARMONY AND OSHA TRAINING REQUIREMENTS The undersigned certifies under penalties of perjury that he is able to furnish labor that can work in harmony with all other elements of labor employed or to be employed at the work and that all employees to be employed at the worksite and in the work will have completed an OSHA -approved construction safety and health course lasting at least ten (10) hours. i / Signature s Da e' Print Name & Title Company Name (Rev 5-2007) 00520-1.2 OP ID: RS '44CCWT CERTIFICATE OF LIABILITY INSURANCE YY) 705/29/15 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED PRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to t e terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: 781-935-8480 DeSanctis Insurance Agcy, Inc. Fax: 781-933-5645 100 Unicorn Park Drive Woburn, MA 01801 NAME: CONTACT PHONE FAX ac No Ext): A/C No): EMAIL ADDRESS: PRODUCER COMMO-2 CUSTOMER ID #: INSURERS AFFORDING COVERAGE NAIC # INSURED Commonwealth Construction & Utilities Inc. MA 02472 Box 9 Watertown, INSURER A: Acadia Insurance Company 31325 INSURER B: The Commerce Insurance Company 34754 INSURER C: Westchester Surplus Lines Ins 10172 INSURER D: RSUI IndemnityCompany 3.93) INSURER E: INSURER F: CPA031862815 COVERAGES CFRTIFICATF NIIMRFR- DFVICInNI NII IMRFD- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRPOLICY LTR TYPE OF INSURANCE ADDLSUBR/DD/YYYY AUTHORIZED REPRESENTATIVE I VJUva"__1 POLICY NUMBER EFF MM POLICY EXP MM/DD LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR CPA031862815 12/01/14 12/01/15 PREMISES Ea occurrence $ 250,00 MED EXP (Any one person) $ 5,00 X Hazards XCU PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 ENI AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,00POLICY X PRO LOC $ %UTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,00(Ea accident)ANY r AUTO BODILY INJURY (Per person) $ X X ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS BCSDMN 12/01/14 12/01/15 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ (Per accident) X NON -OWNED AUTOS $ X UMBRELLA UAB X OCCUR EACH OCCURRENCE $ 2,000,00 AGGREGATE $ 2,000,00 A EXCESS LIAB CLAIMS -MADE CUA518235711 12/01/14 12/01/15 DEDUCTIBLE Excess of $ IGL & WC $ X RETENTION $ None A WORKERS COMPENSATION AND EMPLOYERS' LIABILITYDRY_NNjI ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? �N (Mandatory In NH) N / A CA031863115 (MA) 12/01/14 12/01/15 X I WC SIT OTH- ER E.L. EACH ACCIDENT $ 500,00 E.L. DISEASE - EA EMPLOYEE $ 500,00 If Yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 500,00 C Pollution Liabil G27523560001 10/31/14 10/31/15 Limits $1M/$3M agg D Excess Liability �NHAO69787 (OVER AUTO) 11/04/14 12/01/15 Limits $2M/$2M agg DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) "ADDITIONAL INSUREDS LIMITS ARE NO GREATER THAN THOSE REQUIRED BY WRITTEN CONTRACT." PROJECT: Rosemont Pump Station Area Water Main Improvements; Contract 15-1. Additional insured as respects Gl/AUTO/UMB: Town of North Andover and Weston & Sampson. Waiver of subrogation in favor of additinoal insureds applies to all policies. CERTIFICATE HOLDER CANCELLATION ANDOV15 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of North Andover 120 Main St O THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. N. Andover, MA 01845 AUTHORIZED REPRESENTATIVE I VJUva"__1 01988-2009 ACORD CORPORATION. Anghts reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD E9 SECTION 00615 PAYMENT`BOND Bond No. 929615954 KNOW ALL MEN BY THESE PRESENTS, that we Commonwealth Construction & Utilities Inc. with a place of business at 16 Dana Road, Ma and MA 01754 , , as Principal (the "Principal"),: and Western Surety Company a Corporation qualified to do business in the Commonwealth of Massachusetts, with a place of business at 53 State Street, Boston, MA 02109 as aurety (the "Surety"), are held and firmly bound unto the Town of North Andover, Massachusetts as Obligee (the "Obligee"), in. the sum of $264,898.00(Two Hundred Sixty Four Thousand, Eight Hundred and Ninety Eight Dollars and Zero Cents) lawful money of the United States of America, to be paid to the Obligee, for which ay ment, well and truly to be made, we bind ourselves, our respective heirs, executors, administrators; successors and assigns,. jointly and severally,. firmly by these presents. WHEREAS, the rincipal has assumed and made a contract with the Obligee, bearing, the date of 2015, for the construction of the Rosemont Pump :Station Area Water Main Improvements - Contract 15-1.. NOW, THE CONDITIONSof this obligation are such that if the Principal and all subcontractors under said contract shall pay for all labor performed or fi.unished and for all materials used or employed in said contract and in any and all duly authorized modifications; alterations, extensions of time, changes or additions to said contract that may hereafter be made, notice to the Surety of such modifications, alterations, extensions. of time,. changes or additions being hereby waived, the foregoing to include, but not be limited to, any other purposes or items set out 'in, and to be subject to, the provisions of Massachusetts General Laws, Chapter 30 Section 39M, and Chapter 149, Section 29, as amended 'then this obligation shall become null.and void; otherwise, it shall remain in fall -force: and virtue.. IN M$S WHEREEM, the Principal and Surety have hereto set their hands and seals this day of .� (� ; 2015. PRINCIPAL Commonwealth Construction & Utilities, Inc. A�A'� [Name and. Seal [Title] Attest: r'— SURETY Western Surety Company 1 [Attorney-in-fact] [Seal] Adam W. oeSanctis 53 State Street, Boston, MA 02109 [Address] 800-972-5550 [Phone] Attest, O END OF PAYMENT BOND 0:\North, AndoveAllosemont PS WM 2140452\DESIGN\Spem\00615.doex 12123/2009 00615-1 '� Y Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT '0 Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint Gregory D Juwa, Richard F Caruso, James J Axon, Michael F Carney, Michael T Gilbert, Wilder Parks Jr, Adam W De Sanctis, Christine B Gallagher, Paul A Patalano, David A Boutiette, Bryan F Juwa, Rebecca Shanley, Individually of Woburn, MA, its true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders of the corporation. In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 19th day of February, 2015. �00REry°' , v: P�. `......,.�o: %r -S `....N OPK.+F� '44r,M11NN�N� State of South Dakota l JT County of Minnehaha ss WESTERN SURETY COMPANY aul T. Bruflat, Vice President On this 19th day of February, 2015, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires June 23, 2015 f J. MOHR ,�HOUTH PUBLIC OTAWJ i SEAL SOUTH DAKOTA SEAL � hMih4MoI+YNtitiYhtiM�h44R-ti+ CERTIFICATE J. Mohr, Notary Public I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force, and further certify that the By -Law of the corporation printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporation this day of O Nn....M r s�1RETy`O .. WrP4pP�gOS q�3y_ = H: R`ti.`rf AV ' ate= ySo�w%M pFµ�F c numaN"� Form F4280-7-2012 WESTERN SURETY COMPANY C�( 2&/' ',� L. Nelson, Assistant Secretary Authorizing By -Law y ADOPTED BY THE SHAREHOLDERS OF WESTERN SURETY COMPANY This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the shareholders of the Company. Section 7. All bonds, policies, undertakings, Powers of Attorney, or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, and Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or agents who shall have authority to issue bonds, policies, or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile.