Loading...
HomeMy WebLinkAboutContract #: 974 - From: 07-01-2017 To: 06-30-2018 - Holland Company - Town of North AndoverI TOWN OF NORTH ANDOVER CONTRACT (GOODS / SERVICES) CONTRACT # qq DATE: ,© to of / ' aDl This Contract is entered into on, or as of, this date by and between the Town of North Andover (the "Town"), and Contractor: Holland Company, Inc. Address: 153 Howland Avenue Adams, MA 01220 Telephone Number: 413-743-1292 Fax Number: 1. This is a Contract for the procurement of the following: Polyaluminum Chloride (Holland PC -H180) for the period of July 1, 2017 through June 30, 2018 in accordance with the bid issued by the Northeast/Merrimack Valley Chemical Consortium 2. The Contract price to be paid to the Contractor by the Town of North Andover is: $1.45 per gallon 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 (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page I by authorized representatives of the Town to insure that the goods or services are complete and are as specified in the Contract. 4.2 Contract Documents: All documents relative to the Contract including (where used) Invitation to Bid, Request for Proposals, Instructions to Bidders/Proposers, Proposal Form, General Conditions, Supplementary General Conditions, General Specifications, Other Specifications included in Project Manual, Drawings, and all Addenda issued during the bidding period or proposal. 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. The Contractor's relationship to the Town is that of an independent contractor and not that of an agent or employee of the Town. 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 Sub -Contractor: 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 June 30, 2018, 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. The Town may immediately (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 2 terminate or suspend this Agreement without liability on the part of the Town for damages, penalties or other charges in the event the appropriation funding this Agreement is terminated or reduced to an amount which will be insufficient to support anticipated future obligations under this Agreement. 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. 8. Termination and Default 8.1 Without Cause. The Town may terminate this Contract at its sole discretion 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 Contract, and (viii) failure to comply with any and all requirements of federal or state law and/or regulations, and Town bylaws and/or regulations. (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 3 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 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 Massachusetts General Laws are incorporated by reference into this Contract, including, but not limited to, the following: M.G.L. Chapter 30B — Procurement of Goods and Services. M.G.L. Chapter 30, Sec. 39, et seq: - Public Works Contracts. M.G.L. 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, then it shall be understood that this Agreement shall 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 (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 4 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, Scope of Business 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 it 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 c268A), 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. c268A to the performance of this Contract; and by executing the Contract documents the Contractor certifies to the Town that neither it nor its agents, employees, or subcontractors are thereby in violation of General Laws Chapter 268A. 12. Certification of Tax Compliance This Contract must include a certification of tax compliance by the Contractor, as required by General Laws c62C, Section 49A (Requirement of Tax Compliance by All Contractors Providing Goods, Services, or Real Estate Space to the Commonwealth or Subdivision). 13. Affirmative Action; Non -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 c 151 B (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. The Contractor shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. 14. Condition of Enforceability gainst 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 (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 5 Accountant as to appropriation or availability of funds; and (3) endorsed with approval by the Town Counsel as to form. 15. Corporate Contractor If the Contractor is a corporation, it shall endorse upon this Contract (or attach hereto) its Clerk's Certificate or if a Limited Liability Corporation, a Manager's Certificate or other documentation satisfactory to the Town 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, c181, §3, 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. 16. 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. 17. Indemnification The Contractor shall indemnify, defend and save harmless the Town, the Town's officers, attorneys, 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. 18. Workers Compensation Insurance (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 6 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 the 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 in a form satisfactory to the Town before the same shall be binding on the parties thereto, except if specifically waived by the Town. 18.1 The Contractor further understands and agrees that in rendering services to the town under this Contract that the Contractor is an independent contractor and not an employee of the Town, that the Contractor is not covered by the Town's Workers' Compensation, or liability insurance, that the Contractor shall not make any claim against the Town, its officers, agents and employees and that the Contractor indemnifies, holds harmless, and releases the Town from any claims of the Contractor or of any other party that may arise in whole or in part out of or in connection with the work being performed by the Contractor. 19. 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 of Chapter 66 and Chapter 66A of the General Laws of Massachusetts as they 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. The Contractor shall at all times, during or after termination of this Contract, obtain the prior written approval of the Town (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 7 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. 20. Confidentiality The Contractor shall comply with M.G.L. c66A 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. 21. Record -Keeping and Retention, Inspection of Records The Contractor shall maintain records, books, files and other data as specified in this Contract and in such detail as shall properly substantiate claims for payment under this Contract, for a minimum retention period of seven (7) years beginning on the first day after the final payment under this Contract, or such longer period as is necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving this 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. 22. Assignment The Contractor shall not assign or delegate, in whole or in part or otherwise transfer any liability, responsibility, obligation, duty or interest under this Contract without the written approval of the Town. 23. Subcontracting By Contractor Any subcontract entered into by the Contractor for the purposes of fulfilling the obligations under this Contract must be in writing, authorized in advance by the Town and shall be consistent with and subject to the provisions of this Contract. Subcontracts will not relieve or discharge the Contractor from any duty, obligation, responsibility or liability arising under this Contract. The Town is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a party. 24. Risk of Loss The Contractor shall bear the risk of loss for any Contractor materials used for this Contract and for all deliveries, and personal or other data which is in the possession of the Contractor or used by the Contractor in the performance of this Contract until possession, ownership and full legal title to the deliverables are transferred to and accepted by the Town. 25. Minimum Wage/Prevailing Wage (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 8 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 c151, § 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 c149, §§26 to 27D (Prevailing Wage Law), as shall be in force and as amended. The Contractor will, in addition to any other submissions required by the Prevailing Wage Law, submit certified weekly payrolls to the Town with the information described in General Laws c149, §27B. 26. 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. 27. 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. 28. Waiver and Amendment Amendments, or waivers of any additional term, condition, covenant, duty or obligation contained in this Contract may be made only by written amendment executed by all signatories to the original Contract, prior to the effective date of the amendment. To the extent allowed by law, any conditions, duties, and obligations contained in this Contract may be waived only by written agreement by both parties. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any manner limit the legal or equitable remedies available to that party. No waiver by either party of any default or breach shall constitute a waiver of any subsequent default or breach of a similar or different matter. 29. Forum and Choice of Law This Contract and any performance herein shall be governed by and be construed in accordance with the laws of the Commonwealth of Massachusetts. Any and all proceedings or actions relating to subject matter herein shall be brought and maintained in the courts of the Commonwealth of Massachusetts, which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legal rights of the parties. (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 9 30. Notices Any notice permitted or required under the provisions of this Contract to be given or served by either of the parties hereto upon the other party hereto shall be in writing and signed in the name or on the behalf of the parry 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. 31. 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). 32. 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. 33. Contractor Certifications 33.1 By signing this contract, the Contractor certifies under the penalties of perjury that pursuant to General Laws c62C §49A, the Contractor has filed all state tax returns, paid all taxes and complied with all laws of the Commonwealth relating to taxes; and that pursuant to General Laws c 151 A, § 19A, the Contractor has complied with all laws of the Commonwealth relating to contributions and payments in lieu of contributions. 33.2 By signing this contract, the Contractor certifies under the penalties of perjury that this contract has been obtained in good faith and without collusion or fraud with any other person. As such in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, client or other organization, entity or group of individuals. 33.3 Qualifications. The Contractor certifies it is qualified and shall at all times remain qualified to perform this Contract, that performance shall be timely and meet or exceed industry standards for the performance required, including obtaining requisite licenses, registrations, permits, resources for performance, and sufficient professional, liability, and other appropriate insurance to cover the performance. If (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 10 the Contractor is a corporation, the Contractor certifies that it is in good standing with the office of the Secretary of State. If the Contractor is a foreign business, the Contractor certifies that it is listed under the Secretary of State's website as licensed to do business in Massachusetts, as required by law. 33.4 Business Ethics and Fraud, Waste and Abuse Prevention. The Contractor certifies that performance under this Contract, in addition to meeting the terms of the Contract, will be made using ethical business standards and good stewardship of taxpayer and other public funding and resources to prevent fraud, waste and abuse. 33.5 Debarment. The Contractor certifies that neither it nor any of its subcontractors are currently debarred or suspended by the federal or state government under any law or regulations including, Executive Order 147, M.G.L. c29, §29F, M.G.L. 60, §39R, M.G.L. c149, §27C, M.G.L. c149, §44C, M.G.L. c149, §14813 and M.G.L. c152, §25C. 34. Additional Provisions: 34.1 Applicable to Contracts for the Procurement of Goods 34.1.1 "Goods" shall mean Goods, Supplies, or Materials, as described in the Contract. 34.1.2 Change Orders: Change orders for contracts subject to M.G.L. c30B may not increase the total contract price by more than twenty-five (25.0%) percent and shall be in compliance with Massachusetts General Laws c30B, §13. This Contract for purchase includes the following delivery, installation or setup requirements: Delivery to North Andover Water Treatment Plant, 420 Great Pond Road, North Andover, MA 01845 34.2 Applicable to Contracts for Services 34.2.1 "Services" shall mean furnishing of labor, time, or effort by the Contractor. This term shall not include employment agreements, collective bargaining agreements, or grant agreements. 34.2.2 Change Orders: (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 11 Change orders for contracts subject to Massachusetts General Laws c30B may not increase the total contract price by more than twenty-five (25%) per cent and shall be in compliance with Massachusetts General Laws c3 OB, § 13. 34.2.3 Minimum Wage/Prevailing Wage: 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 c151, §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 c149, §§26 to 27D (Prevailing Wage Law), as shall be in force and as amended. The Contractor will, in addition to any other submissions required by the Prevailing Wage Law, submit certified weekly payrolls to the Town with the information described in General Laws c149, §27B. 34.2.4 Insurance: The Contractor shall obtain and maintain the following insurance: 34.2.4.1 Workers Compensation Insurance of the scope and amount required by the laws of the Commonwealth of Massachusetts. 34.2.4.2 Broad Form Commercial General Liability coverage with limits of at least $1 Million per occurrence and $2 Million aggregate, and which shall cover bodily injury, death, or property damage arising out of the work. 34.2.4.3 Automobile Liability Coverage, including coverage for owned, hired, or borrowed vehicles with limits of at least $1 Million per person, and $1 Million per accident. 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. 34.2.4.3 All required insurance shall be certified by a duly authorized representative of the insurers on the "MIIA" or "ACORD" Certificate of Insurance form incorporated into and made a part of this agreement. Properly executed certificates signifying adequate coverage in effect for the duration of the contract with renewal certificates issued not less than 30 days prior to expiration of a (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 12 policy period, must be submitted to the Town prior to commencement of this Contract. 34.2.4.4 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 or amendments, shall be the sole responsibility of the Contractor. 34.2.4.5 Contractual liability must recognize the indemnities contained in this Agreement. 34.2.4.6 Coverages are to be maintained for a period of two (2) years after final payment. 34.2.4.7 The Contractor shall maintain all required insurance in full force and effect as required by this Contract or the Contractor shall be in material breach hereof. (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 13 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 ). ^ G- (k Division/Department Head T Manager Date APPROVED AS TO FORM: THE CONTRACTOR Holland Company, Inc. Company Name 6/13 /17 ignature Date Matthew B. Holland, Manager Print Name & Title Federal Identification No.: 04-2437350 6 /2, uh 3 /own Counsel Date CERTIFICATION AS TO AVAILABILITY OF FUNDS: Alo, Q � ��)T&� lki 11:7 Town Xckvuriitant Date (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 14 CERTIFICATIONS CERTIFICATE OF NON -COLLUSION 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 Date June 13, 2017 Matthew B. Holland, Manager Holland Company, Inc. Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I Matthew B. Holland , authorized signatory for Holland Company, Inc. 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. June 13, 2017 Signature Date Holland COMPANY INC. 153 HOWLAND AVENUE ADAMS, MA 01220-1199 (TEL.) 413 743-1292 (FAX) 413 743-1298 CORPORATE RESOLUTION Date May 23 2017 At a Meeting of the Directors of Holland Company Inc. duly called and held at Adams Massachusetts on the 1 st day of April 2017 at which a quorum was present and acting, it was VOTED: That Matthew B. Holland the Manager of this Corporation, is hereby authorized and empowered to make, enter into, sign, seal and deliver in its name and behalf, all BIDS and CONTRACTS. I do hereby certify that the above is a true and correct copy of the record, that said Vote has not been amended or repealed, and is in full force and effects as of this date, and that Matthew B. Holland is the duly elected Manager of this Corporation. Attest: � f D . Holland Chai (Corporate Seal) TOWN OF NORTH ANDOVER 120 MAIN STREET NORTH ANDOVER, MASSACHUSETTS 01845 Raymond T Santilli Assistant Town Manager Mr. Matthew Holland Holland Company, Inc. 153 Howland Avenue Adams, MA 01220 Dear Mr. Holland: � r10RTli 9 O St�eo �e ti0 32 mt.d •`'e OG O A �9SSACHUSEt�y June 7, 2017 TEL (978) 688-9516 FAX (978) 688-9556 The Town of North Andover has decided to award a contract to Holland Company, Inc. to provide specific chemicals for the Water Treatment Plant for the period of July 1, 2017 through June 30, 2018, with one additional one-year renewal solely at the discretion of the Town, per the bid issued by the Northeast/Merrimack Valley Chemical Consortium. Enclosed please find three (3) original standard Town of North Andover contracts for appropriate review and signature. Please return the signed contract documents and all required accompanying paperwork to my attention as soon as possible. If you have any questions and/or concerns, please call me. Sincerely, Raymond T. Santilli Assistant Town Manager Enclosures TOWN OF NORTH ANDOVER CONTRACT (GOODS / SERVICES) 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: Holland Company, Inc. Address: 153 Howland Avenue Adams, MA 01220 Telephone Number: 413-743-1292 Fax Number: 1. This is a Contract for the procurement of the following: Polyaluminum Chloride (Holland PC -H180) for the period of July 1, 2017 through June 30, 2018 in accordance with the bid issued by the Northeast/Merrimack Valley Chemical Consortium 2. The Contract price to be paid to the Contractor by the Town of North Andover is: $1.45 per gallon 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 (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 1 I by authorized representatives of the Town to insure that the goods or services are complete and are as specified in the Contract. 4.2 Contract Documents: All documents relative to the Contract including (where used) Invitation to Bid, Request for Proposals, Instructions to Bidders/Proposers, Proposal Form, General Conditions, Supplementary General Conditions, General Specifications, Other Specifications included in Project Manual, Drawings, and all Addenda issued during the bidding period or proposal. 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. The Contractor's relationship to the Town is that of an independent contractor and not that of an agent or employee of the Town. 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 Sub -Contractor: 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 June 30, 2018, 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 Appro riation 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. The Town may immediately (Rev 1-2016) Contract by and between Town of North Andover and Holland Company, Inc. Page 2 NORTHEAST/M ERRI MACK VALLEY CHEMICAL CONSORTIUM FISCAL YEAR 2017-2018 OFFICIAL BID FORM — III (revised May 1, 2017). DATE: May 23, 2017 VENDOR: Holland Com an Inc NOTE: BID PRICES MUST BE PER UNIT SPECIFIED ON THIS BID FORM ITEM CHEMICAL UNIT TYPE UNIT BID PER NO. 1 ALUMINUM CHLOROHYDRATE (ACH) 1,000 GAL. BULK 3.54 GAL. 2 ALUMINUM SULFATE - 50% BULK SOLUTION Unrefined Bauxite Ore & Sulfuric (1,000-1,500 gallon 1.28 GALLON Acid Preparation deliveries NSF 60/ANSI 3 ALUMINUM SULFATE - 50% BULK SOLUTION Unrefined Bauxite Ore & Sulfuric (2,000— 5,000 gallon 0.837 GALLON Acid Preparation deliveries) NSF 60/ANSI 4 ALUMINUM SULFATE - 50% BULK SOLUTION Other Prep Method (1,000— 1,500 gallon 1.42 GALLON Alternative Bid deliveries NSF 60/ANSI 5 ALUMINUM SULFATE - 50% SOLUTION Other Prep Method BULK (2,000— 5,000 gallon 0.972 GALLON Alternative Bid deliveries) NSF 60/ANSI AMMONIA GAS 150 LB. LB. CYLINDER 7 AMMONIUM SULFATE 50 LB. BAG DRY LB. S AMMONIIUM SULFATE (40% SOLUTION) GAL. GAL. 9 ANTHRACITE 60+ LBS. BAGS CU.FT. Official Bid Form and Signature Pages (Fiscal Year 2017-18) Page 1 of 10. 10 AQUEOUS AMMONIA GAL. GAL. MUST BE 26' BAUME (29%) 11 ASCORBIC ACID 24/26.5 LBS DRY LB. PALLET 12 CALCIQUEST ORTHO 30 GAL. DRUM GAL. (PHOSPHORIC ACID) 13 CALCIQUEST ORTHO 15 GAL. DRUM GAL. (PHOSPHORIC ACID) 14 CALCIUM CHLORIDE 50 LB. BAG DRY LB. 15 CALCIUIM CHLORIDE SUPERSACK DRY LB. 16 CALCIUM HYPOCHLORITE PALLET/50 — 50 LBS LBS BAGS 17 CALCIUM HYPOCHLORITE LESS THAN LBS PALLET - 50 LBS BAGS 18 CALCIUM HYPOCHLORITE 55 LBS LBS (Accu -Tab Blue SI by Fillion PAILS Associates) 19 CALCIUM HYPOCHLORITE 55 LBS. LBS, (Accu -Tab SI by Axiall LLC) PAILS 20 CALCIUM NITRATE 50 LB. BAG DRY LB. 21 CARBON DIOXIDE BULK LB. 22 CARBON POWDERED BULK TON 23 CARBON POWDERED SUPERSACK DRY LB. 24 CAUSTIC SODA- BULK WET LB. 25% SOLUTION (500-1,500) gallon deliveries 25 CAUSTIC SODA- BULK WET LB 25% SOLUTION (2,000 — 5,000 gallon deliveries) 26 CAUSTIC SODA- 55 GAL. DRUM WET LB. 25% SOLUTION 27 CAUSTICS FDA - 330 GAL. TOTE WET LB. 25 % SOLUTION Official Bid Form and Signature Pages (Fiscal Year 2017-18) Page 2 of 10. 28 CAUSTIC SODA- BULK WET LB. 50% SOLUTION (500-1,500 gall gallon deliveries) 29 CAUSTIC SODA- BULK WET LB. 50% SOLUTION (2,000-5,000 gallon deliveries) 30 CHLORINE- DRY (HTH) 50 LB. PAILS DRY LB. 31 CHLORINE 1 TON LB. CYLINDER 32 CHLORINE 150 LB. LB. CYLINDER 33 CITRIC ACID 50% 250 GAL TOTE WET LB. 34 CITRIC ACID 50% 55 GAL.DRUM WET LB. 35 CITRIC ACID 50% POWDER 50 LB DRY LB. BAGS/PALLET 36 COPPER SULFATE 50 LB. BAG DRY LB. 37 FERRIC CHLORIDE - BULK DRY LB. U.S. ONLY 32%-38% 38 FERRIC CHLORIDE - 55 GAL. DRUM DRY LB. U.S. ONLY 32%-38% 39 FERRIC CHLORIDE - BULK DRY.LB. FOREIGN: 32%-38% (alternative bid) 40 FERRIC CHLORIDE- 55 GAL.DRUM DRY.LB. FOREIGN: 32% - 38% (alternative bid) 41 HYDROFLUOSILICIC ACID- 24% BULK WET LB. 42 HYDROFLUOSILICIC ACID- 20o' 55 GAL. DRUM WET LB. 43 HYDROFLUOSILICIC ACID- 24% 300 - 350 gallon WET LB. totes 44 LIME (HYDRATED) 50 LB BAGS DRY LB. 45 LIQUID OXYGEN BULK GAL. Official Bid Form and Signature Pages (Fiscal Year 2017-18) Page 3 of 10. 46 LIQUID POLYPHOSPHATE 30 GAL. DRUM WET LB. (CALCIQUEST 5050 OR EQUAL) 47 LIQUID POLYPHOSPHATE (CARUS BULK WET LB. 8500 OR EQUAL) 48 MANGANESE GREENSAND BULK CU FT. 49 MANGANESE GREENSAND PLUS BULK CU FT. (alternate bid) 50 METHANOL (100%) 55 GAL DRUM GAL. 51 MURIATICACID-20* BAUME BULK GAL. (1,000-3,000 gallon deliveries) 52 MURIATIC ACID-20° BAUME 55 GAL DRUM GAL. INHIBITED - NSF Certified 53 MURIATICACID- 20° BAUME 520 LB. DRUM LB. 54 MURIATIC ACID-10" BAUME BULK GAL. (1,000 to 3,000 gallon deliveries) 55 MURIATIC ACID - 15% TOTE BULK GAL. (300-350 gal) 56 MURIATIC ACID- 20' BAUME PUMPTED TOTE GAL. (300-350 gal) 57 ORTHO-POLYPHOSPHATE BULK LB (AQUAMAG OR EQUAL) 58 ORTHO-POLYPHOSPHATE 55 GAL. DRUM LB. (AQUAMAG OR EQUAL) 59 ORTHO-POLYPHOSPHATE 30 GALLON LB. (50%-50% Blend) DRUM C0 PHOSPHATE (LIQUID) 30 GALLON GAL. (SHANNON SLI 5225 OR CARUS DRUMS 8100) 61 PHOSPHORIC ACID 15 GAL. DRUM WET LB. 75% SOLUTION 62 POLYALUMINUM CHLORIDE BULK 1.45 GAL (HOLLAND PC-H180 or EQUAL) 63 POLYALUMINUM CHLORIDE 275 GAL TOTE 3.70 GAL (HOLLAND PC-H180 or EQUAL) 64 POLYALUMINUM CHLORIDE BULK 1.85 GAL. (HOLLAND EPIC-WW58 or EQUAL) Official Bid Form and Signature Pages (Fiscal Year 2017-18) Page 4 of 10. 65 POTASSIUM HYDROXIDE- 45% BULK WET LB. (400-1,500 gal. Deliveries) 66 POTASSIUM HYDROXIDE-45% BULK WET LB. (2,000-5,000 gal. deliveries) 67 POTASSIUM HYDROXIDE- 45% TOTE WET LB. 68 POTASSIUM HYDROXIDE-45% 55 GAL. DRUM WET LB. 69 POTASSIUM PERMANGANATE 55 LB. DRUM LB. (U.S. ONLY) 70 POTASSIUM PERMANGANATE 330 LB. DRUM LB. (U.S. ONLY) 71 POTASSIUM PERMANGANATE 5 LB. PAILS LB. (U.S. ONLY) 72 POTASSIUM PERMANGANATE 55 LB. DRUM LB_ (FOREIGN- Alternative Bid) 73 POTASSIUM PERMANGANATE 330 LB. DRUM LB. (FOREIGN - Alternative Bid) 74 POTASSIUM PERMANGANATE 5 LB. PAILS LB_ (FOREIGN - Alternative Bid) 75 SODIUM ALUMINATE- 38% BULK 0.22 WET LB. (AWWA B405 — LATEST) -76 A BIGAROBON ©\AtIA/A /AIfL LM cn /oma novrsi c� 77 SODIUM BICARBONATE BULK DRY LB. (AWWA/NSF 60) 78 SODIUM BICARBONATE 50 LBS. BAG DRY LB. (AWWA/NSF 60) Full Truckload Release 79 SODIUM BICARBONATE 50 LBS. BAG DRY LB. (WASTEWATER) Full Truckload Release 79A SODIUM BICARBONATE 50 LBS. BAG DRY LB. (WASTEWATER) Per Pallet 80 SODIUM BISULFITE- BULK0.150 WET LB. 38% SOLUTION 1,000 GAL+ 81 SODIUM BISULFITE- MINI-BULK WET LB. 38% SOLUTION < 800 GAL 82 SODIUM BISULFITE- 55 GAL DRUM WET LB. 38% SOLUTION Official Bid Form and Signature Pages (Fiscal Year 2017-18) Page 5 of 10. 83 SODIUM CARBONATE 50 LB. BAG DRY LB. SODA ASH- DENSE 83A SODIUM CARBONATE SUPER SACKS DRY LB. SODA ASH -DENSE 84 SODIUM CARBONATE BULK DRY LB. SODA ASH- DENSE 85 SODIUM CHLORIDE 50 LB. BAG DRY LB. 86 SODIUM CHLORITE — BULK WET LB. 25% SOLUTION — U.S. ONLY 87 SODIUM CHLORITE- 55 GAL DRUM WET LB. 25% SOLUTION — U.S. ONLY 88 SODIUM CHLORITE -25% BULK WET LB. FOREIGN (alternate bid) 89 SODIUM CHLORITE- 25% 55 GAL DRUM WET LB. FOREIGN (alternate bid) 90 SODIUM CHLORITE— BULK WET LB. 25% SOLUTION — non-AWWA for wastewater use only 91 SODIUM CHLORITE- 55 GAL DRUM WET LB. 25% SOLUTION — non-AWWA for wastewater use only 92 SODIUM CHLORITE — 55 GAL. DRUM DRY LB. (SAFE -T -CHLOR SOLID) 93 SODIUM FLUORIDE LESS THAN FULL DRY LB. U.S. ONLY 40 BAG PALLETS OF 50 LB. BAGS 94 SODIUM FLUORIDE FULL 40 BAG DRY LB. U.S ONLY PALLETS OF 50 LB. BAGS 95 SODIUM FLUORIDE LESS THAN FULL DRY LB. FOREIGN 40 BAG (alternative bid) PALLETS OF 50 LB. BAGS 96 SODIUM FLUORIDE FULL 40 BAG DRY LB. FOREIGN PALLETS OF 50 (alternative bid) LB. BAGS 97 SODIUM HEXAM ETAPHOSPHATE 50 LB. BAG DRY LB. 98 Sodium Hexametaphosphate 55 GAL DRUM WET LB. PRISTINE SK -7641 Official Bid Form and Signature Pages (Fiscal Year 2017-18) Page 6 of 10. 99 SODIUM HYPOCHLORITE -5% 250 GAL TOTE WET LB. 100 SODIUM HYPOCHLORITE -12.5% 5 GAL CARBOYS WET LB. 101 SODIUM HYPOCHLORITE -12.5% 500-2,000 gal. WET LB. BULK 102 SODIUM HYPOCHLORITE -15% BULK WET LB. (400-1,500 gal. deliveries) 103 SODIUM HYPOCHLORITE -15% BULK WET LB. Certified Refrigerated Storage (400-1,500 gal. and Delivery (Alternative Bid) deliveries) 104 SODIUM HYPOCHLORITE -15% BULK WET LB. (2,000-5,000 gal. deliveries) 105 SODIUM HYPOCHLORITE -15% BULK WET LB. Certified Refrigerated Storage (2,000-5,000 and Delivery (Alternative Bid) gal. deliveries) 106 SODIUM HYPOCHLORITE -15% 55 GAL. DRUMS WIT LB. 107 SODIUM HYPOCHLORITE- 15% 30 GAL. WET LB. CONTAINER 108 SODIUM HYPOCHLORITE -15% 15 GAL. WET LB. CONTAINER 109 SODIUM HYPOCHLORITE -15% 5 GAL. WET LB. CONTAINER 110 SODIUM HYPOCHLORITE -15% 1 GAL. WET LB. CONTAINER 111 SODIUM SILICOFLUORIDE 50 LB. BAG DRY LB. 112 SODIUM THIOSULFATE (penta- 25 KG BAGS DRY KG. hydrate) 113 ZINC HEXAMETAPHOSPHATE 50 LB. BAG DRY LB. (V-937 OR EQUAL) 114 ZINC ORTHOPHOSPHATE BULK WET LB. (V-970 OR EQUAL) 115 ZINC ORTHOPHOSPHATE 55 GAL. DRUM WET LB. 116 ZINC ORTHOPHOSPHATE 50 LB. PAIL DRY LB. (CARUS 3050 OR EQUAL) 117 ZINC ORTHOPHOSPHATE 30 GAL. DRUMS GAL. (SHANNON SLC 321 OR CARUS 3180) Official Bid Form and Signature Pages (Fiscal Year 2017-18) Page 7 of 10. 118 ZINC ORTHOPHOSPHATE BULK I WET LB. (SLI -932 OR EQUAL) 119 ZINC ORTHOPHOSPHATE BULK WET LB. (V-939 OR EQUAL) 120 ZINC ORTHOPHOSPHATE BULK WET LB. (UPZ-51108 EQUAL) 121 ZINC ORTHOPHOSPHATE BULK WET LB. (SLI -939 OR EQUAL) 122 Emergency Pumping and Storage Daily Fee: Chemicals that Tanker to support temporary on- bulk pumping site storage for utility that needs and storage will to repair containment vessel. support: Same day emergency, weekend and holiday delivery available. See enclosed Tech Support and After Hours Telephone list. PROPOSAL FROM: Holland Company, Inc 153 Howland Avenue Adams, MA 01220-1199 Telephone: (413) 743-1292 email: hcoffice a-hollandcompanv_.com to furnish chemicals in accordance with specifications attached, it being further understood that the Town reserves the right to make an award on the basis of quotations received for any and/or on the basis of the aggregate total for all items on which quotations received. The Bidder acknowledges receipt of the following Addenda: Signature: Matthew B. Holland Sir: In accordance with the advertisement of the Northeast/Merrimack Valley Chemical Consortium inviting proposals for furnishing Chemicals in conformity with the attached specifications, Uwe hereby certify that I am/we are, the only person (s) interested in this proposal as principal(s); that it is made without Official Bid Form and Signature Pages (Fiscal Year 2017-18) Page 8 of 10. collusion with any person, firm, or corporation, that an examination has been made of the specifications; and that the equipment/materials will be delivered within the time specified, at the following prices. SIGNATURES (If an Individual) Date , 2017 Signature of Bidder: Business Name DB/A: Business Address: (if a co -partnership) Date , 2017 Firm Name: Loin Business Address: (Owner and Proprietor) (SEAL) (SEAL) Names and Addresses of all Members of Firm (if a corporation) Eileen E. Holland Boston, MA Daniel J. Holland Williamstown, MA Thomas J. Holland Date May 23 '2017 Williamstown, MA Official Bid Form and Signature Pages (Fiscal Year 2017-18) Page 9 of 10. corporate Name: Holland Company, Inc. By: U V ` ��'— Matthew B. Holland President or Authorized Agent* Business Address: 153 Howland Avenue Adams, MA 01220-1199 * Statement of authorization, duly signed by proper authority, to be attached hereto. Attest: _l)A j niel J. Holland I certify under the penalty of perjury that I, to the best of my knowledge, have filed all state tax returns and paid all state taxes required under law. *Signature of Individual or Corporate Name (Mandatory): Holland Company, Inc. By: Corporate Officer (Mandatory, if Applicable) Matthew B. Holland *Approval of a contract or other agreement will not be granted unless this certification clause is signed by the applicant. WARRANTIES/GUARANTEES All prospective bidders on items that carry warranties and/or guarantees must include with their sealed proposal a copy of the warranties and/or guarantees of major components as well as a copy of the warranties and/or guarantees on the items being bid/proposal if applicable. The bidder must make arrangements to assure the owner that the warranties or guarantees can be assigned to the owner. The owner's intent is to use the extent of the coverage in the warranties or guarantees as part of the awarding procedure. Official Bid Form and Signature Pages (Fiscal Year 2017-18) Page 10 of 10.