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Contract #: 1108 - From: 07-01-2018 To: 06-30-2019 - Holland Company, Inc. - WTP
y,yy -J. 3 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 01220-1199 Telephone Number: 413-743-1292 Email address: hcoffice@hollandcompany.com 1. This is a Contract for the procurement of the following: Purchase of Polyaluminum Chloride PC-H180 or equal for a period of July 1, 2018 through June 30,2019 in accordance with the Invitation for Bids 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: $1.69 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 Univar USA Inc. Page 1 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, 2019, 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 Univar USA Inc. Page 2 y J S 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 Univar USA Inc. Page 3 :F 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 Com 1p iance 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 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 (Rev 1-2016)Contract by and between Town of North Andover and Univar USA Inc. Page 4 t 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 c151B (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 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. (Rev 1-2016)Contract by and between Town of North Andover and Univar USA Inc. Page 5 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 parry 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 parry 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 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 (Rev 1-2016)Contract by and between Town of North Andover and Univar USA Inc. Page 6 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 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. (Rev 1-2016)Contract by and between Town of North Andover and Univar USA Inc. Page 7 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 parry. 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 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 (Rev 1-2016)Contract by and between Town of North Andover and Univar USA Inc. Page 8 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 Univar USA 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 c151A, §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 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. (Rev 1-2016)Contract by and between Town of North Andover and Univar USA Inc. Page 10 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. c30, §39R, M.G.L. c149, §27C, M.G.L. c149, §44C, M.G.L. c149, §148B 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: All terms and conditions outlined in the Special Instructions and Delivery requirements attached hereto and made a part hereof. Delivery to: 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: 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 c30B, §13. (Rev 1-2016)Contract by and between Town of North Andover and Univar USA Inc. Page 11 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 049, §§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 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 (Rev 1-2016)Contract by and between Town of North Andover and Univar USA Inc. Page 12 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 Univar USA 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 THE CONTRACTOR C— , Holland Company, Inc. Division/Department Head Company Name 6/26/18 T wn Manager 01 Date Signature Date Matthew B. Holland, Manager Print Name& Title Federal Identification No.: 04-2437350 APPROVED AS TO FORM: own Counsel ate CERTIFICATION AS TO AVAILABILITY OF FUNDS: `l Town A ountant ate (Rev 1-2016)Contract by and between Town of North Andover and Univar USA Inc. Page 14 SPECIAL INSTRUCTIONS AND DELIVERY REQUIREMENTS 2018-19 YEAR General Notes: Specific NOTES Regarding Sodium Hypochlorite: All Sodium Hypochlorite (bleach)shall be filtered using DE or by using an alternative process that meets or exceeds the indicated process. Because of the concern for degradation of Sodium Hypochlorite Solutions to Chlorates,an alternative bid for refrigerated bulk storage and delivery,as well as certification of chlorate concentration is included in this year's bid package. Members may also request details of "time in storage and delivery" as part of product certification. Member Utilities have the right to test delivered strength of ALL LIQUID SOLUTIONS and adjust payment based on delivered strength. Many products are delivered in gallons but are being bid in Wet LBS. Important to pay specific attention to units required in BID FORM. Any chlorine cylinders (150 or 2000 Ib.) supplied shall have the accurate tare weight CLEARLY LABELLED in pounds on each cylinder's upper section and must be removed as soon as possible if the end user experiences a defective valve. Full credit must be given for returned unusable cylinders. Chemical Delivery Vendors are responsible for removal of drip buckets used to catch any chemical that may drip due to leaks in seals on hoses and attachments. Upon request,chemical distributors must supply members updated OSHA Compliant SDS and GHS labels and associated MDS data sheets. Updated Pictograms will be required by a majority of our membership for low bid vendors. Members may require a Chemical Delivery Inspection Form to be filled out with vendor driver at time of delivery(See Appendix A. at end of this section)for copy of form. Interested potential vendors for Polyaluminum Chloride are required to pre-qualify their product using raw untreated water in both warm (summer) and cold (winter)water temperature conditions in a demonstration study, including but not limited to jar testing,to be conducted onsite and to be overseen by member's representative.All costs associated with this process shall be absorbed by the vendor/supplier. Section II: Special Instructions and Delivery Requirements 2018-19 Page 1 of 26. The doors to the building that the chemical is being delivered to will remain open during off-loading to insure access to the safety shower and the eyewash. When the filling procedure is complete, the NWTF staff person will insure that the area is properly cleaned up and the building is secured. Chemical clothing that must be worn: Goggles face shield,chemical resistant apron, long sleeve shirt,chemical resistant gloves. NEWBURYPORT WASTEWATER TREATMENT PLANT: The truck that delivers potassium permanganate on pallets must be equipped with a hydraulic tailgate and bring an electric pallet jack to unload. NEWBURYPORT WATER TREATMENT PLANT: Sodium fluoride shall be coarse granulated type with delivery to Ferry Road Well-Site. Potassium Permanganate to be American Made and Free Flowing Phosphorus Acid to have 2-handles on drums and empties to be picked-up when new delivery is made. O H'ANDOVER-WAT.ERTREATM ENT-PZANT. No deliveries shall be accepted unless requested by Town. All deliveries are to be preceded by a telephone call to 978-688 9574 with an estimated time of arrival. The Town must be notified by the firm (and not by the driver)of the name of the driver who will be delivering to our facility. The driver must produce a photo ID before the Town will allow unloading from the truck. . All chemical deliveries shall be between 7:00 AM and 3:00 PM. AM deliveries preferred. WTP personnel must be present at all deliveries. Truck drivers must show ID, Bill of Lading, Clean Tank Certificate (or Dedicated Tank Certificate) and Certificate of Analysis, Certificate of Origin, and a legible MSDS along with the specific gravity on the delivery slip for liquid chemicals. A grab sample must be taken on-site from all bulk delivered chemicals by delivery personnel and witnessed and checked by W.T.P. personnel before the delivery is accepted. For this purpose tank trucks shall be equipped with a hatch or other suitable means of drawing samples for testing directly from the tank. PPE should be worn at all times during the offload. All fittings are male quick connect. The chemical company will be responsible for all spills. Quick closing valves must be located on the truck to ensure swift response in case of an emergency. No more than 18 pounds per square inch of air pressure in the chemical blow-off line to clear chemical from the line. Copper sulfate shall be#30 mesh delivered in small trucks with hydraulic tailgates. Zinc orthophosphate shall be 7.85%as Zn and 7.85%as PO4(1:1 ratio only) (Chem.Spec.V-932). For Zinc orthophosphate deliveries,the truck has to be able to off load from the rear of the truck, as the truck will be parked on a slope during deliveries. It does not matter for all other chemicals as the point of delivery is on a flat surface. All dry products and drums require hydraulic tailgates. Polyaluminum chloride shall be Holland PC-H180 or equivalent(if meets DEP approval) Section II: Special Instructions and Delivery Requirements 2018-19 Page 17 of 26. All PCH180, potassium hydroxide, sodium hypochlorite and silly cid deliveries shall be guaranteed within 4 working days of the order. For all quantities listed on the bid sheet,these are anticipated, not guaranteed quantities. We reserve the right to accept or reject any and all deliveries at the vendor's expense that do not meet any of the above guidelines. NORTH CHELMSFORD WATER DISTRICT: All mailing should be sent to: North Chelmsford Water District, orth Chelmsford MA 01863, ATTN: Superintendent. All Chemical deliveries will be at the Bomil Water Treatment Facility, 55 Richardson Road, North Chelmsford, MA. All Chemical suppliers must be equipped with the proper fitting, connections and hose to properly and safely unload All Chemicals. Sodium hypochlorite delivered in 5-gallon reusable clean vented containers. A minimum of 6 containers of 5 gallons,ordered at a time,twice a year. Potassium hydroxide deliveries will be six to eight times a year, potassium hydroxide deliveries of 2500 to 3000 gallons. Poly-Aluminum Chloride, (PCH180) deliveries will be two to three times a year, PCH180 deliveries of 1000 to 2000 gallons. Citric Acid deliveries will be Twelve times a year, deliveries of 1000 to 1100 gallons shall be received in 250 gallon totes and used totes shall be picked up by vendor. Citric Acid 24/50 Lbs. Bag deliveries shall be once a year on one Pallet. Safe-T-Chlor deliveries will be six times a year,deliveries of four,55 gallon drums,dry weight. Chlorine Gas deliveries will be six times a year,four, 150 pound cylinders. Sodium Thiosulfate 24/25 KG bag deliveries shall be once a year on one Pallet. All Vendors must guarantee delivery five working days from date of order. Vendor must call (978)251-3931 for directions and verification of delivery date. Deliveries must be made between 9:00 a.m. and 1:00 p.m. A Water District representative will escort the truck to delivery locat on. NORTH READING WATER DEPARTMENT: Sodium fluoride is to be delivered to West Village WTP, 0 Cold Spring Road, North Reading. Materials shall be shipped in 50-pound maximum net multi-ply water resistant bags only, with a minimum of 40 bags per order (1 pallet). Sodium fluoride shall meet the requirements of the latest edition of AWWA Standard 8701 for sodium fluoride. Potassium permanganate shall be delivered as ordered by the NortI Reading Water Department to two locations: the Lakeside Boulevard WTP, 66 Lakeside Boulevard, North Reading; and the West Village WTP, 0 Cold Spring Road, North Reading. Potassium permanganto shall be free flowing, and shall conform to the latest edition of AWWA Standard B603 for po'assium permanganate. Potassium permanganate shall be delivered in sealed pails with handles weighing no more than 25 Kg each, with a minimum of 24 pails per order(1 pallet). Potassium hydroxide shall be delivered as ordered by the North 'leading Water Department to three locations:the Lakeside Boulevard WTP, 66 Lakeside Boulevard, North Reading;the West Village WTP, 0 Cold Spring Road, North Reading; and the Central Street Pumping Station, 246 Central Street, North Reading. Deliveries may include from one to three stops per order,with a minimum available potassium Section II: Special Instructions and Delivery Requirements 2018-19 Page 18 of 26. APPENDIX A. CHEMICAL DELIVERY INSPECTION FORM CHEMICAL NAME DATE: TIME; FACILITY: RECEIVED BY: STORAGE TANK TO RECEIVE DELIVERY: BILL OF LADING CERTIFICATE NOTES OF ANALYSIS 1 SUPPLIER/SHIPPER Should be Company Name 2 CHEMICAL NAME For Example: Sodium Hypochlorite solution or any synonym 3 CHEMICAL ID# For Example: For Sodium Hypochlorite,should be UN#1791 4 ESTIMATED QUANTITY NOTE: QUANTITIES ON VENDOR PAPERWORK ARE ESTIMATES;scale weights are most accurate. 5 DRIVER'S NAME Verify that the driver has initialed the Cert.of Analysis or Bill or Lading 6 MANUF'S Verify signature is present on the Certificate of Analysis LAB SIGNATURE 7 TRAILER# Verify the trailer#on the paperwork is the same as the number on the trailer at the facility. NOTE: IF YOU ANSWER NO TO ANY OF THE FOLLOWING QUESTIONS,CONTACT A SUPERVISOR 1. WAS THE DELIVERY PREVIOUSLY SCHEDULED? (Y or N) 2. DID THE DRIVER ARRIVE IN THE EXPECTED DELIVERY WINDOW? (Y or N) 3. DO YOU RECOGNIZE THE DRIVER? (Y or N) 4. IS THE DRIVER'S CDL CURRENT? (Y or N) 5. IS THE TANK TRUCK MARKED WITH THE CORRECT DOT UN#? (Y or N) 6. DOES THE DOCUMENTATION REFERENCE THE CORRECT DOT UN#AND CHEMICAL NAME? (Y or N) 7. IS TANK TRUCK FROM THE PROPER COMPANY? (Y or N) 8. DOES THE TRAILER NUMBER MATCH WHAT IS EXPECTED? (Y or N) 9. IS THE QUANTITY APPROPRIATE? (Y or N) 10. SPECIFIC GRAVITY COLOR Section II: Special Instructions and Delivery Requirements 2018-19 Page 26 of 26. '® DATE(MM/DDIYYYY) A�o CERTIFICATE OF LIABILITY INSURANCE 06/26/2018 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 REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the 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 CONTACT Tracy Lane NAME: Berkshire Fairfield Insurance Agency PHONE. Etl: (413)443-5300 n xc,No: (413)443-2691 128 South Street E-MAIL tlane@berkshirefairfield.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Pittsfield MA 01201 INSURERA: Illinois Union Insurance Company INSURED INSURER B: ACE Property and Casualty Insurance Company 20699 Holland Company Inc INSURER C: 153 Howland Ave INSURER D: INSURER E: Adams MA 01220-1110 INSURER F: COVERAGES CERTIFICATE NUMBER: 2017-2018 REVISION NUMBER: 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. 1�TR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MMIDD LICY EXP LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE 7 OCCUR PREMISES Ea occurrence $ 300,000 MED EXP(Any oneperson) $ 25,000 A X POLLUTION LIABILITY APC G28147661 001 08/01/2017 08/01/2018 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY 1:1JECT F1 LOC PRODUCTS-COMP/OPAGG' $ 2,000,000 OTHER: Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ B OWNEDX SCHEDULED PMU H08463402 001 08/01/2017 08/01/2018 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY Per accident X PIP-Basic $ 8,000 X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAR HCLAIMS-MADE XOO G28147673 001 08/01/2017 08/01/2018 AGGREGATE $ DED I X RETENTION$ 101000 $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN STER ER ANY PROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A TO BE ISSUED SEPARATELY (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Certificate Holder is an additional insured with respects to General Liability where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Town of North Andover ACCORDANCE WITH THE POLICY PROVISIONS. 120 Main St. AUTHORIZED REPRESENTATIVE North Andover MA 01845 , 1 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) ACORV CERTIFICATE OF LIABILITY INSURANCE 16-� 1 06/26/2018 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 REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the 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 Ileu of such endorsement(s). PRODUCER CONTACT NAME: Tracy Lane BERKSHIRE FAIRFIELD INSURANCE AGENCY LLC P"cN o Ext. (413)443-0077 FAX No: E-MAIL tlane@berkshirefairfield.com 128 SOUTH ST INSURERS AFFORDING COVERAGE NAIC# PITTSFIELD MA 01201 INSURERA: ACE AMERICAN INSURANCE CO 22667 INSURED INSURER B: HOLLAND COMPANY INC INSURERC: INSURER D: 153 HOWLAND AVENUE INSURER E: ADAMS MA 01220 1 INSURER F: COVERAGES CERTIFICATE NUMBER: 284784 REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR D WVD POLICYNUMBER MM/DDIYYYY MM/DDIYYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENT D CLAIMS-MADE OCCUR PREMISES Ea occurrence $ MED FRCP(Any one person) $ N/A PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑PRO F—]JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED N/A BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED pROac TY DAMAGE $ HIREDAUTOS AUTOS UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE N/A AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION X I STATUTE I iER AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNER/FXECUTIVE YIN E.L.EACH ACCIDENT $ 1,000,000 A OFFICEWMEMBEREXCLUDED7 NIA NIA NIA 6S62UB9F39336417 11/28/2017 11/28/2018 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 N/A DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Workers'Compensation benefits will be paid to Massachusetts employees only.Pursuant to Endorsement WC 20 03 06 B,no authorization is given to pay claims for benefits to employees in states other than Massachusetts if the insured hires,or has hired those employees outside of Massachusetts. This certificate of insurance shows the policy in force on the date that this certificate was issued(unless the expiration date on the above policy precedes the issue date of this certificate of insurance). The status of this coverage can be monitored daily by accessing the Proof of Coverage-Coverage Verification Search tool at www.mass.govAwd/workers-compensation/investigations/. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN TOWN OF NORTH ANDOVER ACCORDANCE WITH THE POLICY PROVISIONS. 120 MAIN ST AUTHORIZED REPRESENTATIVE CIP— NORTH ANDOVER MA 01845 Daniel M.Cr y,CPCU,Vice President—Residual Market—WCRIBMA @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 26(2014/01) The ACORD name and logo are registered marks of ACORD