HomeMy WebLinkAboutContract #: 1437 - From: 07-01-2021 To: 06-30-2022 - Impact Fire Services - Facilities TOWN OF NORTH ANDOVER
Construction Contract
This contract shall be applicable to contracts for the construction of(1) Public Buildings and Public Works (governed by the
provisions of General Laws Chapter 30B;(2)Public Buildings(governed by the provisions of General Laws Chapter 149,§44A,
et seq.);and(3)Public Works(governed by the provisions of General Laws Chapter 30,§39M,et seq).
CONTRACT # "
DATE: Lj
This Contract is entered into on, or as of, this date by and between the Town of North Andover
(the "Town"), and
Contractor: Impact Fire Services, Inc.
Address: 26 Hampshire Drive, Hudson,NH 03051
Telephone Number: 603-293-7531
Email: jtheriault@impactfireservices.com
1. This is a Contract for the procurement of the following:
To conduct testing, inspection, maintenance, repair, and modifications of fire alarm
systems in all municipal and school buildings per the Invitation for Bids dated May
12,2021
2. The Contract price to be paid to the Contractor by the Town of North Andover is:
As per the attached pricing proposal
3. Payment will be made as follows:
Upon completion of work and receipt of invoice (net 30)
4. Definitions
4.1 Acce tp ance: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
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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 June 30, 2022 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
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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. Notwithstanding any other provision of this Agreement, the Town
reserves the right at any time in its absolute discretion to suspend or terminate this
Agreement in whole or in part for its convenience upon seven days written notice to
the Contractor.Notice 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. The Town shall incur no liability by reason
of such termination except for the obligation to pay compensation for all work
performed by the Contractor and accepted by the Town to the termination date.
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.
8.2.1. If the Contractor should (1) be adjudged a bankrupt, (2) make a general
assignment for the benefit of creditors, (3) have a receiver appointed on account of its
insolvency, (4) persistently or repeatedly refuse or fail to supply enough personnel and
resources to perform the contract, (5) fail to make prompt payment to subcontractors
or to providers of materials or labor, (6) persistently disregard laws and regulations or
lawful directives of the Town,or(7)be guilty of a substantial violation of any provision
of the Contract,then the Town may, without prejudice to any other right or remedy and
after giving the Contractor (or any surety) seven days written notice, terminate the
contract and the employment of the Contractor and take possession of the premises and
of all materials, tools and appliances thereon and finish the work by whatever method
it deems appropriate.
8.2.2. In such cases,the Contractor shall not be entitled to receive any further payment
until the work is finished. If the unpaid amount owed to the Contractor for work already
completed shall exceed the expense of finishing the work, including compensation for
additional architectural, managerial, legal and administrative services, such excess
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shall be paid to the Contractor. If such expenses shall exceed such unpaid balances,
the Contractor shall pay the difference to the Town.
8.2.3. The Contractor shall not be relieved of liability to the Town by virtue of any
termination of this contract, and any claim for damages against the Contractor relating
to the Contractor's performance under this contract shall survive any termination
hereunder.
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.
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
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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
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.
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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 c15113 (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.
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.
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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.
In any and all claims against the Town or any of their agents or employees by any employee
of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them
or anyone for whose acts any of them may be liable, the indemnification obligation under
this paragraph shall not be limited in any way by any limitation on the amount or type of
damages, compensation or benefits payable by or for the Contractor or any Subcontractor
under Workmen's Compensation Acts, disability benefit acts or other employee benefit acts.
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.
18. Insurance
The Contractor shall purchase and maintain such insurance as will protect the Contractor
from claims which may arise out of or result from the Contractor's operations under the
Contract,whether such operations be by itself or by any Subcontractor or by anyone directly
or indirectly employed by any of them or by anyone for whose acts any of them may be
liable. Insurance shall include coverage for claims under Worker's Compensation, disability
benefit and other similar employee benefit acts; claims for damages because of bodily injury,
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occupational sickness or disease, or death of its employees, and claims insured by usual
personal injury liability coverage; claims for damage because of bodily injury, sickness or
disease, or death of any person other than its employees, and claims insured by usual
personal liability coverage; and claims for damages because of injury to or destruction of
tangible property, including loss of use resulting therefrom.
The insurance required in the previous paragraph shall be written for not less than the
following minimum limits of liability:
18.1. Liability Insurance Requirements
Liability insurance shall include all major divisions and shall be on a comprehensive
general basis including Premises and Operations, Owners and Contractor's Protective,
Products and Completed Operations, and Owned, Non-owned and Hired Motor
Vehicles. All such insurance shall be written for not less than any limits of liability
required by law,unless otherwise provided in the contract documents,or the following
limits, whichever are greater:
Comprehensive General Liability Insurance (Broad Form)
Bodily Injury $1,000,000 per person
$2,000,000 aggregate
Property Damage $1,000,000 per occurrence
$2,000,000 aggregate
Automobile Liability Insurance $500,000 per person
$1,000,000 per occurrence
Excess Liability(Umbrella) $2,000,000
The above insurance policies shall also be subject to the following requirements:
18.1.L Insurance coverage for the Contractor's Comprehensive General Liability, as
hereinafter specified under Paragraph entitled "Protective Liability Insurance" shall be
written by one and the same insurance company to avoid the expense of duplicate and/or
overlapping coverage and to facilitate and expedite the settlement of claims.
18.1.2. Certificates of Insurance acceptable to the Town shall be addressed to and filed
with the Town prior to commencement of the work. Renewal certificates shall be
addressed to and filed with the Town at least ten (10) days prior to the expiration date of
required policies.
18.1.3.No insurance coverage shall be subject to cancellation without at least thirty (30)
days prior written notice forwarded by registered or certified mail to the Town. The Town
shall also be notified of the attachment of any restrictive amendments to the policies.
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18.1.4. All Certificates of Insurance shall be on the "MIIA" or "ACORD" Certificate of
Insurance form, shall contain true transcripts from the policies, authenticated by the proper
officer of the Insurer, evidencing in particular those insured, the extent of coverage, the
location and operations to which the insurance applies, the expiration date and the above-
mentioned notice clauses.
18.1.5. All premium costs shall be included in the Contractor's bid.
18.1.6. All insurance shall be written on an occurrence basis. Coverage shall be maintained
without interruption from date of the Contract until date of final payment and
termination of any coverage required to be maintained after payment.
18.2. Protective Liability Insurance:
18.2.1. The Contractor shall purchase and maintain such insurance as described in the
preceding paragraph as will protect the Town from claims which may arise from operations
under the Contract, including operations performed for the named insured by independent
contractors and general inspection thereof by the named insured.
18.2.2. The Contractor shall also purchase and maintain such insurance as will protect the
Town against Automobile Non-Ownership Liability in connection with the Contractor's
operations under the Contract,whether such operations be by itself or by any Subcontractor
or by anyone directly or indirectly employed by any of them, or by anyone for whose acts
any of them may be liable.
18.2.3. The limits of liability for coverage required under the preceding paragraphs shall
be as specified under the provisions hereof governing the Contractor's General Liability
Policy.
18.2.4. The Town shall be named as an additional insured on the above referenced liability
Policies, and the Contractor's insurance shall be the primary coverage. The cost of such
insurance, including required endorsements and amendments, shall be the sole
responsibility of the Contractor.
18.3. Workers Compensation Insurance
18.3.1. 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.
18.3.2. 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.
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18.3.3. 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.
18.3.4.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.
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.
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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 and shall be awarded in
conformity with the requirements of the Commonwealth of Massachusetts, General Laws
Chapter 149, Sections 44A to 44L, inclusive. Subcontracts will not relieve or discharge the
Contractor from any duty, obligation, responsibility or liability arising under this Contract.
The Contractor agrees to bind every Subcontractor and every Subcontractor agrees to be
bound by the terms of the Agreement, the General Conditions of the Contract, the
Supplementary General Conditions, the Drawings and Specifications, as far as applicable to
its work, including the provisions of the Commonwealth of Massachusetts, General Laws
Chapter 149, Section 44A, et seq. 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.
The Contractor agrees that it is as fully responsible to the Town for the acts and omissions
of its Subcontractors and of persons either directly or indirectly employed by them, as it is
for the acts and omissions of persons directly employed by it. Nothing contained in the
Contract Documents shall create any contractual relationship between any Subcontractor
and the Town.
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.
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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 cl 51, §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, §2713.
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
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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.
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 party giving or serving the same. Notice shall be deemed to
have been received at the time of actual service or three (3) business days after the date of a
certified or registered mailing properly addressed. Notice to the Contractor shall be deemed
sufficient if sent to the address set forth in the Contract and to the Town of North Andover
by being sent to the Town Manager, Town Hall, 120 Main Street, North Andover,
Massachusetts 01845.
31. Bindiniz 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
the Contractor is a corporation,the Contractor certifies that it is in good standing with
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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. c30, §39R,
M.G.L. c149, §27C, M.G.L. c149, §44C, M.G.L. c149, §14813 and M.G.L. c152,
§25C.
34. Bonding
Wherever the law requires one contracting with a city or town to be bonded, such obligation
shall be understood to be a term and condition of this Contract. The Contractor agrees to
secure such bond (where required)in the form required by the Town and provide an original
thereof to the Town prior to the commencement of performance.
35. E uali
In the case of a closed Specification written for a specific item or items to be furnished under
the Base Bid,such specifications shall,as applicable,be in compliance with the Massachusetts
General Laws, Chapter 30, Section 39M and Chapter 149, Sec. 44A et seq.
Where the name of an item,material or manufacturer is mentioned in the Specifications or on
the drawings, except as above noted,the intent is to establish a standard and in no way should
be construed to exclude any item or manufacturer not mentioned by name,but whose product
meets the Specifications as to design, utility and quality. Final decision shall rest with the
Project Representative as to its acceptability.
36. Change orders
Change orders to contracts governed by General Laws Chapter 30B may not increase the
quantity of goods or services provided by more than twenty-five (25%) per cent, in
compliance with Sec. 13 of Chapter 30B.
37. Protection of Town Property
The Contractor shall continuously maintain adequate protection of all work from damage and
shall protect the property of the Town and others, including adjacent property, from injury or
loss arising in connection with the Contract. The Contractor shall make good any such
damage, injury or loss, except as may be directly due to errors in the Contract Documents or
(Rev 1-2016) Page 14
caused by agents or employees of the Town, or due to causes beyond the Contractor's control
and not the Contractor's fault or negligence.
38. Protection of Workers and Public
The Contractor shall take all necessary precautions for the safety of employees on the work
site,and shall comply with all applicable provisions of Federal,State and local laws and codes
to prevent accidents or injury to persons on,about or adjacent to the premises where the work
is being performed. The Contractor will erect and properly maintain at all times, as required
by the conditions and progress of the work, all necessary safeguards for the protection of
workers and the public, shall post danger signs warning against the hazards created by such
features of construction such as pits, protruding nails, hosts, well holes, elevator hatchways,
scaffolding, window openings, stairways and falling materials; and shall designate a
responsible member of its organization on the work, whose duty shall be the prevention of
accidents.
39. Access to work/Supervision
39.1 The Town shall at all times have access to the work wherever it is in preparation or
progress and the Contractor shall provide suitable accommodations for such access.
39.2 The Contractor shall appoint a competent superintendent and foreman and any
necessary assistants, all of whom shall be satisfactory to the Town. If the Town in its
sole discretion determines that the construction superintendent,foreman,or assistants
are unacceptable to the Town, then upon seven days notice from the Town, the
Contractor shall replace such person or persons with people acceptable to the Town.
39.3 The Contractor shall give efficient supervision to the work, using its best skill and
attention. The Contractor shall carefully study and compare the drawings,
specifications and other instructions and shall at once report to the Town any error,
inconsistency or omission which shall be discovered. Included in this responsibility
shall be supervision of all work performed by subcontractors on the work.
39.4 If the Contractor should neglect to prosecute the work properly, or fail to perform the
contract or any of its provisions, the Town, upon three days written notice, may,
without prejudice to any other remedy it may have, make good such deficiencies and
may deduct the cost thereof from the payment then or thereafter due the Contractor.
40. Project Representative
40.1. The Town shall have the right to designate a Project Representative who may make
periodic visits to the site to familiarize the Town generally with the progress and
quality of the work, and to determine in general if the work is proceeding in
accordance with the Contract Documents. The Project Representative will not be
required to make exhaustive or continuous on-site inspections to check the quality or
quantity of the work, and will not be responsible for the Contractor's failure to carry
(Rev 1-2016) Page15
out the construction work in accordance with the Contract Documents. During such
visits and on the basis of these observations while at the site, the Project
Representative will keep the Town informed on the progress of the work, will
endeavor to guard the Town against defects and deficiencies in the work of
contractors, and may condemn structural work as failing to conform to the Contract
Documents. The Project Representative shall have authority to act on behalf of the
Town only to the extent expressly delegated by the Town, which shall be shown to
the Contractor,and shall have authority to stop the work whenever such stoppage may
reasonably be necessary to insure the proper execution of the Contract.
40.2. In connection with the work, the Project Representative shall not be responsible for
construction methods, means, techniques, sequences or procedures employed by the
Contractor or the Contractor's safety programs, requirements, regulations, or
precautions.
40.3. The Project Representative shall, within a reasonable time, make decisions on all
claims of the Town or the Contractor and on all other matters relating to the execution
and progress of the structural work or the interpretation of the Contract Documents.
40.4. The Project Representative's decision,in matters relating to the project,shall be final,
if within the terms of the Contract Documents.
40.5. If,however,the Project Representative fails to render a decision within ten days after
the parties have presented their evidence, either party may then avail itself of the
remedies provided in this contract or available to it by law. If the Project
Representative renders a decision after such remedies have commenced,such decision
may be entered as evidence but shall not disturb or interrupt such proceedings except
where such decision is acceptable to the parties concerned.
41. Use of Premises by the Contractor
The Contractor shall confine its apparatus, the storage of materials and the operations of
its workmen to limits indicated by law, by-laws, permits or directions of the Town and
shall not unreasonably encumber the premises with its materials. The Contractor shall not
load or permit any part of the structure to be loaded with a weight that will endanger its
safety.
42. Maintenance of Premises
The Contractor shall at all times keep the premises free from accumulation of waste
materials or rubbish caused by its employees or work, and at the completion of the work it
shall remove all its rubbish from and about the work site and all its tools, scaffolding and
surplus materials and shall leave its work "broom-clean", or its equivalent, unless more
exactly specified. In case of dispute, the Town may remove the rubbish and charge the
cost to the several contractors, as the Town shall determine to be just.
(Rev 1-2016) Page 16
43. Progress Payments
The Contractor shall submit to the Town an itemized Application for Payment, supported
to the extent required by the Town by invoices or other vouchers, showing payments for
materials and labor, payments to Subcontractors and such other evidence of the
Contractor's right to payment.
The Contractor shall, before the first application, submit to the Town a schedule of values
of the various parts of the work, including quantities aggregating the total sum of the
Contract, divided so as to facilitate payments to Subcontractors, made out in such form as
the Town and the Contractor may agree upon, and, if required, supported by such evidence
as to its correctness. This schedule, when approved by the Town, shall be used as a basis
for payment,unless it is found to be in error. If applying for payments,the Contractor shall
submit a statement based upon this schedule.
44. Withholdingof Payments
The Town may withhold or, on account of subsequently discovered evidence, nullify the
whole or part of any payment to such extent as may be necessary in its reasonable opinion
to protect the Town of North Andover from loss on account of:
a. Defective work not remedied.
b. Claims filed or reasonable evidence indicating probable filing of claims.
c. Failure of the Contractor to make payments properly to Subcontractors or for
material or labor.
d. A reasonable doubt that the Contract can be completed for the balance then
unpaid.
e. Damage to another contractor.
f. Delays resulting in liquidated damages.
Withholding of payments shall be in strict compliance with statutory requirements.
45. Claims by Contractor and Liability of Town
All claims by the Contractor against the Town shall, unless otherwise provided by law, be
initiated by a written claim submitted to the Town no later than seven (7) calendar days
after the event or the first appearance of the circumstances causing the claim. The claim
shall set forth in detail all known facts and circumstances supporting the claim. The
Contractor shall continue its performance under this contract regardless of the submission
or existence of any claims.
(Rev 1-2016) Page 17
The limit of liability of the Town under this Agreement is limited to the compensation
provided herein for work actually performed, and shall in no event include liability for
delays or for incidental, special or consequential damages or lost profits or for damages or
loss from causes beyond the Town's reasonable control.
46. Liquidated Damages:
Because both parties recognize (1) that the time for completion of this Contract is of the
essence, (2)that the Town will suffer loss if the work is not completed within the contract
time specified,plus any extension thereof allowed in accordance with the provisions of this
contract, and (3) the delays, expense and difficulties involved in a legal proceeding to
determine the actual loss suffered by the Town if the work is not completed in time, it is
agreed that the Contractor will pay the Town as liquidated damages representing an
estimate of delay damages, not as a penalty, the sum of One Thousand Dollars ($1,000)
per day for each calendar day of delay until the work is completed, whether the work is
completed by the Contractor or some other person. The Town's right to impose liquidated
damages shall in no way prohibit or restrict the Town's right to bring a legal action for
damages in lieu of or in addition to its option to impose liquidated damages. The Town
may deduct any liquidated damages from money due the Contractor, and if such payment
is insufficient to cover the liquidated damages, then the Contractor shall pay the amount
due.
47. The Contractors' Mutual Responsibility:
Should the Contractor cause damage to any separate subcontractor on the work, the
Contractor agrees, upon due notice, to settle with such contractor by agreement, or by
recourse to remedies provided by law or by the provisions of the contract. If such separate
contractor sues the Town on account of any damage alleged to have been sustained, the
Town shall notify the Contractor, who shall defend such proceedings at the Town's
expense and, if any judgment against the Town arises therefrom, the Contractor shall pay
or satisfy it and pay all costs incurred by the Town.
48. Separate Contracts:
The Town reserves the right to let other Contracts in connection with this work under
similar General Conditions. The Contractor shall afford other contractors reasonable
opportunity for the introduction and storage of their materials and the execution of their
work, and shall properly connect and coordinate its work with theirs.
If any part of the Contractor's work depends,for proper execution or results,upon the work
of any other contractor, the Contractor shall inspect and promptly report to the Town any
defects in such work that render it unsuitable for such proper execution and results. Failure
of the Contractor to so inspect and report shall constitute an acceptance of the other
contractor's work as fit and proper for the reception of its work except as to defects which
may develop in the other contractor's work after the execution of its work.
(Rev 1-2016) Page 18
To insure the proper execution of its subsequent work, the Contractor shall measure work
already in place and shall at once report to the Town any discrepancy between the executed
work and the Drawings.
49. Liens
Neither the Final Payment nor any part of the retained percentage shall become due until
the Contractor, if required, shall deliver to the Town a complete release of all liens arising
out of the Contract, or receipts in full in lieu thereof and, if required in either case, an
affidavit that as far as it has knowledge or information,the releases and receipts include all
the labor and material for which a lien could be filed. The Contractor shall comply with
all statutory provisions of the General Laws of the Commonwealth of Massachusetts with
regard to liens, Chapter 254 and 149 as amended (as a minimum requirement).
50. Guarantees:
50.1 The Contractor guarantees and warrants to the Town that all labor furnished under
this Contract will be competent to perform the tasks undertaken, that the product of such
labor will yield only first-class results, that materials and equipment furnished will be of
good quality and new unless otherwise permitted by this Contract, and that the Work will
be of good quality,free from faults and defects and in strict conformance with this Contract.
All Work not conforming to these requirements may be considered defective.
50.2. If at any time any part of the work constructed under the terms of this contract shall
in the opinion of the Town Manager require repairing due to defective work or materials
furnished by the Contractor, he may notify the Contractor in writing to make the required
repairs. If the Contractor shall neglect to start such repairs within ten days of the date of
giving it notice thereof and to complete the same to the satisfaction of the Town Manager
with reasonable dispatch, then the latter may employ other persons to make such repairs.
The Town shall charge the expense thereof to the Contractor and may use any moneys still
retained to pay for the same, and if such sum is insufficient, the Contractor shall be
obligated to pay the balance thereof.
50.3. All guarantees and warranties required in the various Sections of the Specifications
which originate with a Subcontractor or Manufacturer must be delivered to the Town
before final payment to the Contractor may be made for the amount of that subtrade or for
the phase of work to which the guarantee or warranty relates. The failure to deliver a
required guarantee or warranty shall be held to constitute a failure of the Subcontractor to
fully complete his work in accordance with the Contract Documents. The Contractor's
obligation to correct work is in addition to, and not in substitution of, such guarantees or
warranties as may be required in the various Sections of the Specifications.
This Agreement is intended to take effect as a sealed instrument. Witness our hands and
seals hereto:
(Rev 1-2016) Page 19
Dated: �'"t.... _v
The Town of North Andover by:
Town Manager
Depart t/Div lion Head
p
Tawn'A countant
Certified as to Appropriation,-
own Counsel
The Contractor by:
Aut zed Signature
(Rev 1-2016) Page 20
CERTIFICATIONS
CERTIFICATE OF NON-CO LIA I SION
'nw mWersigned cerfifics under pciialtics ofix-ijury that this bid (w proposal tuns been mat and
submitted in good fitith and without collusion or firatki with any other person. As iewd in this
ccild-ication, the word "person" still nicaii natural Fwrson, business, parincrshil), COTIpration,
cminniacc, union, club or other organization, entity, or group of individuals.
Sign aturc, ])ale June 10,2021
...........11;�
John Theriault,Noahead R!!Oo L
p�j�er 111act Ft Six era ,I
Fr7m—t t*nie &Title Cotnpany Name
CERTIFICATE OF 'TAX COMPLIANCE
Pursuant to Chapter 62C of[lie Massachusetts Gcncral Laws, Section 49A (b), I
fit .7-1 e_i j A Wit... signatory flor Im F i e&mces Lw__,authori zed jda __ _
Name of hx0vidwd Name efcowractor
do hereby ccrtily under the Rains and penalties of' perjmy that said contractor has coniplicd with
all laws of the Commonwealth of' Massachusetts, and the Town of North Andover, relating to
laxes, pennit. or other fccs, reporting and employces arid contractors, and withholding antl remitting
child support.
JUne 1.0,2021
i
.F ii�c............
Sig , Ire C
i
Vic%, 1-2016) Page 21
('141CHFICATION
LABOR IIIARMONV AND 0SHATRAININGREQ1 flit EM ENTS
'I"he undersigned certifies under penalties gal`pcijuty that he Ls able to furnish labor that aut work
in hannony with all other cleniciiis or labor uniployed or to be cniploycdai the work
mid
that all cmpk)yces to be employed at the worksite and in die work will havc conipictcd a01 OSHA-
approved constmlion W'Lly and health cot se lasting at least ten (10) hours.
Signati Ire Date ti Qg
John Thq'plt
Print Narric &,ritic, Conix any Nanic
(Rcv 1-2016) Pagv 22
Certificate of Authority
The undersigned Impact Fire Services,LLC ("Im act' does hereby certify, as of the date set
forth below, that:
John Theriault is the Northeast Regional Manager of Impact and its affiliates, and has the
requisite authority to obtain, negotiate, and execute customer bids and contracts with value of up to
$75,000 for and on behalf of Impact and its affiliates in Connecticut,Massachusetts,New
Hampshire,New Jersey,New York, Rhode Island, and Vermont. All bids and contracts with value
greater than$75,000 require approval of George Brown, Chief Operating Officer.
This Certificate is executed as of this 26 day of January 2021 and terminates on December
31,2021.
IMPACT FIRE SERVICES,LLC
M
By:
Name: Michael Lloyd
Title: Chief Executive Officer