Invitation for Bid
Massachusetts Convention Center Authority Security Equipment Maintenance Contract
Boston, Massachusetts
January 29, 2020
Pre-Bid Conference & Site Visit: 10 a.m., February 12, 2020 Questions Due: 5 p.m., February 19, 2020 ([email protected]) Bid Deadline: 12 Noon, February 26, 2020
Owner:
MASSACHUSETTS CONVENTION CENTER AUTHORITY 415 Summer Street, Boston, Massachusetts 02210 (617) 954 2000 MASSACHUSETTS CONVENTION CENTER AUTHORITY
SECURITY EQUIPMENT MAINTENANCE CONTRACT
TABLE OF CONTENTS
1. Advertisement for Bids
2. Instructions to Bidders
3. Form for General Bid
4. Bid Bond
5. Authority-Contractor Agreement
6. General Conditions of the Contract
7. Supplementary Provisions for Participation by Minority-Owned and Woman-Owned Businesses
8. Affidavit of Compliance and Vote of Corporation
9. Statement of State Tax Compliance
10. Performance Bond
11. Labor and Material Payment Bond
12. Specifications
TABLE OF CONTENTS MASSACHUSETTS CONVENTION CENTER AUTHORITY
ADVERTISEMENT FOR BIDS SECURITY EQUIPMENT MAINTENANCE CONTRACT
The Massachusetts Convention Center Authority (the "Authority") will receive sealed bids for the SECURITY EQUIPMENT MAINTENANCE CONTRACT at the offices of the Authority at 415 Summer Street, Boston, Massachusetts 02210, until 12 Noon local time on February 26, 2020, immediately after which, in a designated room, the bids will be opened and read publicly.
This contract includes complete inspection, testing, preventative maintenance, incidental servicing, major repair, emergency service, programming and integration services for the security system and all ancillary equipment currently installed at the Boston Convention and Exhibition Center, John B. Hynes Veterans Memorial Convention Center and Boston Common Garage. This maintenance contract shall be for a term of one year, commencing on or around April, 2020 and may be renewed for up to two, consecutive one-year terms at the election of the Authority.
A pre-bid conference will be held at 10:00 a.m. on February 12, 2020, at the administrative offices of the Authority at 415 Summer Street, Boston, Massachusetts. Bidders will have an opportunity to visit the site of the work after the pre-bid conference.
Questions or requests for information, clarification or interpretation of the bidding documents must be submitted to [email protected] in writing in accordance with the Instructions to Bidders and must be received no later than 5 p.m., February 19, 2020.
Contract documents for bidders will be available on January 29, 2020, from the Authority’s website rfp.massconvention.com.
Each bid shall be submitted and will be considered in accordance with the Instructions to Bidders and other Contract Documents, and shall be accompanied by a bid deposit in the amount of 5% of the total value of the bid.
The Authority reserves the right to waive any informality in or to reject any or all bids if it be in the public interest to do so. The Authority reserves the right to cancel this procurement at any time without liability to any bidder or other party.
The successful general bidder will be required to furnish a performance bond and also a labor and materials or payment bond as set forth in the bid form.
Date: January 29, 2020
- 1 - ADVERTISEMENT FOR BIDS
MASSACHUSETTS CONVENTION CENTER AUTHORITY
INSTRUCTIONS TO BIDDERS
TABLE OF CONTENTS
Page
SECTION 1 - INTRODUCTION; DEFINITIONS ...... 1
SECTION 2 - AVAILABILITY OF CONTRACT DOCUMENTS ...... 1
SECTION 3 - EXAMINATION OF SITE AND CONTRACT DOCUMENTS; PRE-BID CONFERENCE ...... 2
SECTION 4 - ADDENDA AND INTERPRETATION OF CONTRACT DOCUMENTS ...... 3
SECTION 5 - QUALIFICATION ...... 3
SECTION 6 - WAGE RATES ...... 4
SECTION 7 - SALES TAX ...... 4
SECTION 8 - PREPARATION AND SUBMISSION OF BIDS ...... 5
SECTION 9 - RECEIPT OF BIDS ...... 5
SECTION 10 - BID DEPOSIT ...... 6
SECTION 11 - REJECTION OF BIDS ...... 6
SECTION 12 - AWARD OF CONTRACT ...... 7
SECTION 13 - CERTIFICATES AND DOCUMENTS TO BE FURNISHED UPON EXECUTION OF CONTRACT ...... 8
SECTION14- SUPPLIER DIVERSITY PROGRAM …………………………………………… 9
- i - INSTRUCTIONS TO BIDDERS MASSACHUSETTS CONVENTION CENTER AUTHORITY
INSTRUCTIONS TO BIDDERS
SECTION 1 INTRODUCTION; DEFINITIONS
1.1 In accordance with an Advertisement for Bids, a copy of which is bound herewith, the Massachusetts Convention Center Authority (the "Authority") has invited bids for the contract identified in the Advertisement for Bids.
1.2 These Instructions to Bidders ("Instructions") are intended to assist in the preparation of their bids, to call attention to various legal requirements, and to set forth certain conditions upon which bids are submitted and received.
1.3 The following definitions shall apply in these Instructions and in the other Contract Documents:
(1) The term "bidding documents", "bid documents" or "Contract Documents" shall include the Advertisement for Bids, these Instructions, the bid forms, contract forms and other Contract Documents bound herewith, the Drawings, the Specifications, and all Addenda issued prior to receipt of bids.
(2) The terms "Addendum" and "Addenda" shall mean written documents and/or drawings issued by the Authority prior to execution of the contract which supplement, modify, correct, explain or interpret the bidding documents.
(3) All definitions set forth in the Conditions of the Contract or the other Contract Documents as therein defined are applicable to these Instructions and to the other bidding documents.
SECTION 2 - AVAILABILITY OF CONTRACT DOCUMENTS
2.1 Each person requesting Contract Documents including plans and specifications shall proceed as directed in the Advertisement for Bids. Bidders may obtain one set of the Contract Documents as provided in the Advertisement for Bids.
2.2 The Authority in making copies of the Contract Documents available does so only for the purpose of obtaining bids on the work of this contract, and does not expressly or impliedly confer a license or permission of any kind to any person for any other use thereof.
2.3 All persons examining or obtaining bid documents shall provide to the Authority the full name and address of the person or entity on whose behalf the bid documents are being obtained, including identification of the legal form or structure (e.g., corporation, partnership, joint venture) of any such potential bidder that is not a natural person. The Authority shall prepare and update daily a
- 1 - INSTRUCTIONS TO BIDDERS list of persons who have requested a set of plans and specifications for the project, which list shall be sent each week to the Central Register published by the Massachusetts Secretary of State.
SECTION 3 - EXAMINATION OF SITE AND CONTRACT DOCUMENTS; PRE-BID CONFERENCE
3.1 Before submitting a bid, each bidder must: (a) thoroughly examine the Contract Documents, (b) visit the site to fully examine and acquaint himself with local conditions that may in any manner affect cost, progress or performance of the Work, (c) familiarize himself with federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of the Work, and (d) study and carefully correlate his observations with the requirements of the Contract Documents. Failure of a bidder to visit the site and acquaint himself with the Contract Documents or to attend the pre-bid conference shall in no way relieve the bidder from any obligation with respect to his bid.
3.2 The lands upon which the work is to be performed, rights-of-way for access thereto and other areas designated for use by the contractor in performing the work are identified in the Contract Documents.
3.3 Copies of certain surveys and investigative testing and reports of subsurface or other physical conditions at the site, if any, which have been relied upon by the Architect in preparing the Contract Documents are contained or identified in the Contract Documents. Copies of any such information not contained in the Contract Documents, including the "Site Conditions Documents", if any, as defined in the form of Authority - Contractor Agreement, may be examined by appointment at the Authority's offices during regular business hours. Copies of such information and documents will be given to the successful bidder. Such information, whether or not contained in the Contract Documents, is not guaranteed or warranted as to accuracy or completeness.
3.4 Before submitting a bid each bidder may, at his own expense, make such additional investigations and tests, with respect to subsurface or other existing conditions or otherwise, as the bidder may deem necessary to prepare his bid. On request, the Authority will provide bidders access to the site to conduct such investigations and tests, subject to such conditions and regulations as the Authority may specify.
3.5 Each bidder shall promptly notify the Architect of any ambiguity, incompleteness, inconsistency or error he may discover upon examination of the Contract Documents, the site or other local conditions. The submission of a bid will constitute a representation by the bidder that he has complied with every requirement of this Section 3 and that the Contract Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of the work of this contract.
3.6 A pre-bid conference will be held if so specified in the Advertisement for Bids. Bidders will have an opportunity to visit the site of the work after the pre-bid conference.
SECTION 4 - ADDENDA AND INTERPRETATION OF CONTRACT DOCUMENTS
- 2 - INSTRUCTIONS TO BIDDERS 4.1 Corrections, modifications, additions, deletions or changes to any of the bidding documents will be issued in the form of written Addenda before the date fixed for opening of bids. Each bidder shall be responsible for determining that it has received all Addenda issued. Failure to acknowledge all Addenda in the bid form shall be cause for rejection of any bid if, in the sole discretion of the Authority, such unacknowledged Addenda contain matters of substance. Only Addenda so issued shall become part of the Contract Documents.
4.2 The Authority will endeavor to email or otherwise deliver notification of Addenda to all parties who, according to the Authority’s records, have obtained or requested plans and specifications and have furnished the Authority with an email address for such purposes. Notwithstanding the foregoing, it shall be the responsibility of such parties to determine whether Addenda have been issued and to obtain copies of such Addenda.
4.7 Any questions or requests for information, clarification or interpretation of the meaning of the bidding documents must be in writing and delivered to the Authority's Contract Administrator, and to be given consideration must be received no later than the date(s) specified therefor in the Advertisement for Bids.
4.8 If the Authority elects to respond to any such question or request, it shall do so in the form of one or more Addenda. In no event shall oral responses to questions or requests for information or other oral communications be deemed binding on the Authority or given any force or effect.
SECTION 5 - QUALIFICATION
5.1 The Contractor must have continuously and regularly engaged in the business of security equipment maintenance similar in size, scope and complexity as requested in these bid documents for a period of at least the last five (5) consecutive years. Additional minimum qualification are listed in Exhibit A – Specification. Contractor must include three references with the bid. A Contractor who fails to meet the above listed qualification requirement shall be disqualified.
5.2 The contract shall not be awarded to any bidder whose submitted background information, when investigated and verified by the Authority, raises significant question as to its ability to successfully complete the project in question due to problems with its competence and responsibility.
5.3 Should the low bidder be determined not to be eligible, the Authority shall review the next lowest bidder's eligibility, in accordance with these Instructions and applicable law, until a bidder is determined to be eligible for contract award.
SECTION 6 - WAGE RATES
6.1 Minimum rates of wages for work performed under this contract will be as predetermined by the Commissioner of Labor and Industries of the Commonwealth of Massachusetts in accordance with the provisions of Sections 26 to 27C, inclusive, of Chapter 149 of the Massachusetts General Laws. Bidders' attention is called to the serious penalties established under said Section 27C for violation of provisions of these sections. The schedule of wage rate determinations applicable to this
- 3 - INSTRUCTIONS TO BIDDERS contract is included in the Contract Documents. If a contractor finds it necessary during the progress of the Work to secure a minimum wage rate for an additional classification not included in such schedule, he shall make a request for such additional classification to the Authority, which will obtain the classification and corresponding minimum wage rate from the Department of Labor and Industries and advise the contractor accordingly. Section 27 of said Chapter 149 also requires that any person engaged in the construction of public works shall cause a legible copy of said schedule of wage rates to be kept posted in a conspicuous place at the site of the work during the life of the contract.
6.2 Section 27B of said Chapter 149 provides record-keeping requirements for contractors and subcontractors with respect to employees, hours, wages and other matters. Such records shall be furnished to the Commissioner of Labor and Industries upon his request, signed by the employer or his authorized agent under the penalties of perjury. Such records shall be open to inspection by any authorized representative of the Department of Labor and Industries at any reasonable time and as often as may be necessary. The contractor and each subcontractor under this contract shall preserve its payroll records for a period of three years from the date of completion of the contract. Each such contractor and subcontractor shall furnish to the Commissioner of Labor and Industries within fifteen days after completion of its portion of the work a statement, executed by the contractor or subcontractor who supervises the payment of wages, in the form appearing in the Contract Documents with the schedule of wage rates. The above-mentioned copies of payroll records and statements of compliance shall be available for inspection by any interested party filing a written request to the Commissioner of Labor and Industries for such inspection.
SECTION 7 - SALES TAX
7.1 Section 6(f) of Chapter 64H of the Massachusetts General Laws exempts from Massachusetts sales tax building materials and supplies to be used in the project, and bidders shall not include in their bids any amount therefor. The words "building materials and supplies" shall include all materials and supplies consumed, employed or expended in the construction, reconstruction, alteration, remodeling or repair of any building, structure, public highway, bridge, or other such public work, as well as such materials and supplies physically incorporated therein. Said words shall also include rental charges for construction vehicles, equipment and machinery rented specifically for use on the site of the project or while being used exclusively for the transportation of materials for the project.
SECTION 8 - PREPARATION AND SUBMISSION OF BIDS
8.1 Each bid shall be submitted upon the bid forms furnished by the Authority, copies of which are bound with the bid documents. The bid forms may be submitted without the balance of the Contract Documents. All blank spaces shall be filled in, in ink or typewritten. The bid prices for each item on the bid forms shall be stated in both words and figures. Where itemized lump sum or unit prices are called for, all such prices shall be provided by the bidder. Where unit prices are required on the bid forms, in the event of a discrepancy between specified unit prices and totals based on such unit prices, the unit prices specified shall govern. In the event of a discrepancy between prices written in words and prices written in figures, the written words shall govern. In the event of a discrepancy between the indicated sum of any column of figures and the correct sum
- 4 - INSTRUCTIONS TO BIDDERS thereof, the correct sum shall govern. The bid shall state the legal name of the bidder and shall be signed in ink by a person or persons legally authorized to bind the bidder to a contract. The name and title of the person or persons signing the bid shall be typed or printed below the signatures.
8.2 One copy of each bid shall be submitted to the Authority at the address stated in the Advertisement for Bids in a sealed opaque envelope bearing on the outside the name of the bidder, his address, and the title of the project for which the bid is submitted. The bid deposit (described below) shall be submitted in a separate envelope from the bid and attached to the envelope containing the bid. If forwarded by mail or overnight delivery service, the sealed bid marked as described above together with the bid deposit shall be enclosed in another envelope with the notation "BID ENCLOSED" on the face and addressed as indicated in the Advertisement for Bids. The Authority shall not be responsible if failure to do so results in the bid being lost or misdirected.
SECTION 9 - RECEIPT OF BIDS
9.1 All bidders are cautioned to allow ample time for transmittal of bids. Bidders are solely responsible for delivery to and receipt by the Authority of bids. Bids received after the specified time will not be accepted or recognized. The time of receipt will determine the acceptability of mailed bids, regardless of postmark.
9.2 Any bid may be withdrawn by the bidder or his duly authorized representative by written notice received by the Authority at the address for receipt of bids specified in the Advertisement for Bids prior to the time scheduled for the opening of such bids or authorized postponement thereof. No bid may be withdrawn for thirty days, Saturdays, Sundays and legal holidays excluded, after the opening of bids. No telephone or telegraphic bid, change in bid or withdrawal of bid will be received or recognized. A bid may be amended or modified only by withdrawing the bid and resubmitting another bid prior to the time for opening bids.
9.3 Bids will be opened and read publicly at the place and time stated in the Advertisement for Bids or the authorized postponement thereof. Bidders or their authorized representatives are invited to be present.
SECTION 10 - BID DEPOSIT
10.1 Each bid must be accompanied by a bid deposit in the form of a bid bond, or cash, or a certified check on, or a treasurer's or cashier's check issued by a responsible bank or trust company, payable to the Massachusetts Convention Center Authority. A bid bond shall be (a) in form satisfactory to the Authority substantially conforming to the sample contained in the Contract Documents, (b) with a surety company licensed or authorized by the Commissioner of Insurance to do business in the Commonwealth of Massachusetts and satisfactory to the Authority, and (c) conditioned upon the faithful performance by the principal of the agreements contained in the bid. The bid deposit shall be in the amount of 5% of the value of the bid. The bid deposit shall be sealed in a separate envelope from the bid and then attached to the envelope containing the bid.
10.2 All bid deposits of bidders, except those of the three lowest responsible and eligible bidders, shall be returned within five days, Saturdays, Sundays and legal holidays excluded, after the opening
- 5 - INSTRUCTIONS TO BIDDERS of the bids. The bid deposits of the three lowest responsible and eligible bidders shall be returned upon the execution and delivery of the contract or, if no award is made, upon the expiration of the time prescribed in Section 44A of Chapter 149 of the Massachusetts General Laws for making an award; except that, if any bidder to whom the contract is awarded fails to perform his agreement to execute the contract and furnish a performance bond and also a labor and materials payment bond as stated in his bid in accordance with Section 44E of said Chapter 149, the Authority may determine that such bidder has abandoned the proposed contract, and thereupon the proposal made by such bidder in his bid and the acceptance thereof by the Authority shall be null and void and the bid deposit of such bidder shall become and be the property of the Authority as liquidated damages for such failure and to indemnify the Authority for any loss, cost or damage sustained by the Authority as a result of such failure of the bidder to execute the contract and furnish the required bonds as aforesaid; provided that the amount of the bid deposit which becomes the property of the Authority shall not, in any event, exceed the difference between the bid price of such bidder and the bid price of the next lowest responsible and eligible bidder; and provided further that, in case of death, disability, bona fide clerical or mechanical error of a substantial nature, or other similar unforeseen circumstances affecting the bidder, his bid deposit shall be returned to him.
10.3 In addition to the provisions for the return of bid deposits in the foregoing Paragraph 10.2, upon receipt of a bid bond in an amount not less than the amount of the required bid deposit, the Authority shall return any bid deposit of a bidder forthwith after public opening of bids. The bid bond shall be in an amount and in the form provided in Paragraph 10.1.
SECTION 11 - REJECTION OF BIDS
11.1 The Authority reserves the right to reject any or all bids if it be in the public interest to do so including but not limited to rejecting a bid if it determines that such bid does not represent the bid of a person competent to perform the work as specified or that less than three such bids were received and that the prices are not reasonable for acceptance without further competition.
11.2 Every bid which is not accompanied by the required bid deposit, or which otherwise does not conform to the statutory requirements, or which is on a form not completely filled in, or which is incomplete, conditional or obscure, or which contains any addition not called for, shall be considered invalid and the Authority shall reject any such bid.
11.3 In addition, the Authority may consider informal and may reject any bid which is not prepared and submitted in accordance with all requirements of the bid documents, or which contains erasures, alterations, additions, errors or irregularities of any kind; provided, however, that the Authority reserves the right to waive any and all informalities as to form. Matters as to substance shall not be waived.
11.4 Subject to the foregoing, if the bid forms, specifications, or any other bid documents require submission of special information or data to accompany bids and any bidder neglects to furnish such information or data with his bid, the Authority may reject the bid of such bidder as incomplete; provided, however, that the Authority reserves the right to deem any such omission which is not an omission of substance as an informality for which such bid will not be rejected, and to subsequently receive such information or data prior to award of the contract.
- 6 - INSTRUCTIONS TO BIDDERS
11.5 Bidder's attention is drawn to Massachusetts General Laws, Chapter 266, Section 67A, which provides:
Whoever, in any matter, relative to procurement of supplies, services or construction, as defined in section one of chapter twelve A, within the jurisdiction of any department, agency or public instrumentality of the commonwealth, or of any political subdivision thereof, intentionally:
(1) makes a material statement that is false; (2) omits or conceals a material fact in a written statement; (3) submits or invites reliance on a material writing or recording that is false, forged, altered, or otherwise lacking in authenticity; (4) submits or invites reliance on a sample, specimen, map, photograph, boundary mark, or other object that is misleading in a material respect; or (5) uses any trick, scheme, or device that is misleading in a material respect; shall be punished by a fine of not more than ten thousand dollars or by imprisonment in the state prison for not more than five years, or in the house of correction for not more than two and one-half years, or both.
SECTION 12 - AWARD OF CONTRACT
12.1 The contract, if awarded, will be awarded to the lowest responsible and responsive bidder complying with the conditions and requirements provided in these Instructions, the bid forms and the other bid documents. A "responsible" bidder is a bidder demonstrably possessing the skill, ability and integrity necessary to faithfully perform the work called for by the contract, based upon a determination of competent workmanship and financial soundness; a “responsive” bidder is a bidder who has submitted a bid which conforms in all respects to the invitation for bids, and who shall certify that he is able to furnish labor that can work in harmony with all other elements of labor employed or to be employed on the work.
12.2 Award of the contract will be made within thirty days, Saturdays, Sundays and legal holidays excluded, after the opening of the bids.
12.3 The successful bidder will be notified in writing, by mail or otherwise, that his bid has been accepted and that he has been awarded the contract. The successful bidder shall execute the contract and furnish the required bonds, at the offices of the Authority at 415 Summer Street, Boston, Massachusetts 02210, within five days, Saturdays, Sundays and legal holidays excluded, after presentation of the contract to him or notice to him that the contract is ready for execution.
12.4 The Authority shall not enter into a contract with, and shall not approve as a subcontractor furnishing labor and materials for a part of any work of this contract, a foreign corporation which has not filed with the Authority a certificate of the Secretary of State of the Commonwealth of Massachusetts stating that such corporation has complied with Sections 3 and 5 of Chapter 181 of the Massachusetts General Laws and the date of such compliance. The Authority shall report to said Secretary of State and to the Department of Corporations and Taxation of the Commonwealth of
- 7 - INSTRUCTIONS TO BIDDERS Massachusetts any foreign corporation performing any work under this contract or any such subcontract, and any person, other than a corporation, performing work under this contract or any such subcontract, and residing or having a principal place of business outside the Commonwealth of Massachusetts.
12.5 If the bidder selected as the contractor fails to perform his agreement to execute the contract in accordance with the terms of his bid and furnish a performance bond and also a labor and materials payment bond as stated in his bid, the award will be made to the next lowest responsible and eligible bidder. The thirty-day time limit referred to in paragraph 12.2 above shall not be applicable to a second or subsequent award made after the expiration of the time limit with the consent of said next lowest responsible and responsive bidder, and made because the original award made within the time limit was invalid, or because the bidder failed to execute the contract or to provide a performance bond and a labor and materials payment bond.
SECTION 13 - CERTIFICATES AND DOCUMENTS TO BE FURNISHED UPON EXECUTION OF CONTRACT
13.1 Pursuant to Section 39R of Chapter 30 of the Massachusetts General Laws, the selected contractor will be required to make and keep books, records and accounts pertaining to the contractor's financial affairs.
13.2 Pursuant to Section 49A of Chapter 62C of the Massachusetts General Laws the selected contractor must certify that it has complied with all laws of the Commonwealth of Massachusetts relating to taxes. A form of certificate for this purpose is included in the bid documents.
13.3 At the time of execution of the contract, the selected contractor must furnish to the Authority certificates evidencing required insurance coverage in accordance with the provisions of the insurance requirements contained in the Conditions of the Contract.
13.4 The affidavit of compliance with certain laws of the Commonwealth relating to corporations, and evidence of corporate authority with respect to execution of the contract documents on behalf of the selected contractor, on the form contained in the bid documents, must be furnished by the selected contractor to the Authority at the time of execution of the contract.
13.5 A labor and materials payment bond, in the amount of fifty percent of the contract sum, must be furnished by the selected contractor as stated in the bid form. Such bond must be on the form contained in the bid document and must be executed and delivered to the Authority at the time of execution of the contract. Each attorney-in-fact who executes such a bond on behalf of the surety must affix thereto a certified and current copy of his power of attorney.
SECTION 14 – SUPPLIER DIVERSITY PROGRAM
14.1 Executive Order 565 establishes a policy of promoting the award of state contracts in a manner that develops and strengthens equality in the state government contracting market by ensuring full participation of minority, women, veteran, service-disabled veteran, disability and lesbian, gay, bisexual and transgender (“LGBT”) owned businesses in all areas of state government.
- 8 - INSTRUCTIONS TO BIDDERS The Authority is incorporating compliance with Executive Order 565 with respect to this contract. Accordingly, contractors must identify any proposed commitment of contract dollars under this contract to suppliers that meet the supplier diversity categories established by Executive Order 565.
14.2 The contractor acknowledges that in order to respond to this section the contractor is required specifically to propose the use of subcontracting which shall require the approval of the Authority.
14.3 In order to satisfy this section, the contractor must submit with the Bid Form signed agreements between prime and firms certified through the Massachusetts Supplier Diversity Office. The agreement must include: the names, addresses, phone numbers and contact persons of each firm; a description of each business relationship to be established; and the actual dollar amounts, or percentages, to be awarded to each firm. A copy of the supplier’s certification for the current period must be submitted.
14.4 For more information regarding Supplier Diversity refer to the Massachusetts Supplier Diversity Office website: www.sdo.osd.state.ma.us.
- 9 - INSTRUCTIONS TO BIDDERS Name of General Bidder: ______
MASSACHUSETTS CONVENTION CENTER AUTHORITY
FORM FOR GENERAL BID
This bid must be accompanied by a bid deposit in the form of cash, or a bid bond, or a certified check, treasurer's check, or cashier's check, payable to the Massachusetts Convention Center Authority (hereinafter referred to as the "Authority", or the "awarding authority") in the amount of five percent (5%) of the TOTAL ANNUAL CONTRACT VALUE of the bid. No other form of bid security will be accepted.
By submitting this bid the undersigned represents to the Authority that it has examined and understands the Advertisement for Bids, Instructions to Bidders, Contract Forms, Conditions of the Contract (General and Supplementary), Drawings, Specifications and all other Contract Documents and has examined the site, as defined therein, and that this bid is made with specific reference and relation to all said Contract Documents. By submitting this bid, the undersigned agrees that it shall be subject to the jurisdiction of the courts of the Commonwealth of Massachusetts with respect to any actions arising out of or related to this bid or any contract that may be entered into based upon this bid, and that any such actions commenced by the undersigned shall be commenced in the courts of the Commonwealth of Massachusetts.
A bidder wishing to amend this bid after transmittal to the Authority may do so only by withdrawing this bid and resubmitting another bid prior to the time for opening bids.
TO: MASSACHUSETTS CONVENTION CENTER AUTHORITY:
A. The Undersigned proposes to furnish all labor and materials required for the Security Equipment Maintenance Contract, in accordance with the advertised specifications for the contract price specified below, subject to additions and deductions according to the terms of the specifications. The quantities stated below are estimates, and the undersigned understands and agrees that such quantities are not guaranteed and that payment will be made based on the actual work performed. Should the quantity of any item actually performed be increased or decreased from the Estimated Quantity for such item stated below on which the bidder’s proposed Contract Price is based, by authorization of the Authority, the undersigned agrees that the Unit Price for such item stated below shall be the basis of payment to the Contractor or credit to the Authority for such increase or decrease in the work. The Unit Prices shall represent the exact net amount per unit to be paid the Contractor (in the case of increase) or to be credited or refunded to the Authority (in case of decrease). The Unit Prices shall include all labor, materials, equipment and transportation; no additional adjustment will be allowed for overhead, profit, insurance or other direct or indirect expenses of the Contractor or any Subcontractors.
B. This bid includes addenda numbered ______.
C. THE PROPOSED CONTRACT PRICE IS AS FOLLOWS:
Unit Estimated Item Description of Work Price x Annual Qty = Total Price
ANNUAL COST: 1. Scheduled Onsite Maintenance Services, $______x 832 = ______
2. Emergency On-Call $______x 60 = ______
3. Integration and Programming Services, Per Service Person Hour: $______x 1,000 = ______
- 1 - BID FORM
ANNUAL SUB TOTAL: $______
TOTAL ANNUAL CONTRACT PRICE: ______
Restate the proposed TOTAL ANNUAL CONTRACT PRICE in words:
DOLLARS.
D. If the undersigned bidder is certified by the Supplier Diversity Office (SDO) as a Minority Business Enterprise (MBE) or a Women Business Enterprise (WBE), the bidder may so indicate by checking the appropriate box below:
MBE WBE
The Authority will confirm SDO certification. Any omission or inaccuracy in the information furnished by the bidder in this Paragraph shall not affect the validity of the bid.
E. Schedule for Participation by MBEs and WBEs
The percentage of the Proposed Contract Price to be performed by Minority Business Enterprises (“MBEs”) and Women Business Enterprises (“WBEs”) on this contract is as follows:
10.4%
At least 60% of the dollar amount of each participation requirement set forth above shall be allocated to construction work (as distinct from construction related services, material supply and equipment rental).
In order to demonstrate the means by which the bidder will comply with the above and the Supplementary Provisions for Participation by Minority-Owned Businesses and Woman-Owned Businesses, including those bidders who are MBE or WBE firms, must complete the following “Proposed MBEs and WBEs.” Attach additional pages (in identical format) if necessary. (NOTE: Bidders may provide either the agreed price or percentage of participation for each MBE or WBE listed.) Within five (5) days, Saturdays, Sundays and legal holidays excluded, of bid opening, bidders must submit “Schedule of M/WBE Participation “and “Letter of Intent”.
Proposed MBEs and WBEs Percentage of Type of Work, Participation/ Name/Address of MBE Service or Supply Agreed Price
- 2 - BID FORM
Percentage of Type of Work, Participation/ Name/Address of WBE Service or Supply Agreed Price
F. The undersigned agrees that, if he is selected as contractor, he will within five days, Saturdays, Sundays and legal holidays excluded, after presentation thereof by the awarding authority, execute a contract in accordance with the terms of this bid and furnish a performance bond and also a labor and materials or payment bond, each of a surety company licensed or authorized by the Commissioner of Insurance to do business in the Commonwealth of Massachusetts and satisfactory to the awarding authority and each in the sum of the contract price, the premiums for which are to be paid by the contractor and are included in the contract price. The undersigned hereby certifies that he is able to furnish labor that can work in harmony with all other elements of labor employed or to be employed on the work.
The undersigned further certifies under the penalties of perjury that this bid is in all respects bona fide, fair and made without collusion or fraud with any other person. As used in this subsection the word “person” shall mean any natural person, joint venture, partnership, corporation or other business or legal entity. The undersigned further certifies under penalty of perjury that the said undersigned is not presently debarred from doing public construction work in the commonwealth under the provisions of section twenty-nine F of chapter twenty-nine, or any other applicable debarment provisions of any other chapter of the General Laws or any rule or regulation promulgated thereunder.
Date______(Print Name of General Bidder)
______(Signature in ink)
______(Print Name of Person Signing Bid)
______(Print Title of Person Signing Bid) Social Security Number or Federal Identification ______Number: ______(Business Address)
______(City, State and Zip Code)
Telephone: (_____) ______
Email: ______
- 3 - BID FORM
NOTE: If the bidder is a corporation, indicate state of incorporation; if a partnership, give full names and addresses of all partners; and if an individual, give residential address if different from business address. Use the following spaces:
If a Corporation:
Name of Corporation:
Incorporated in what state:
President:
Treasurer:
Secretary:
If a foreign corporation (incorporated or organized under laws other than laws of the Commonwealth of Massachusetts), is the corporation registered with the Secretary of State of Massachusetts? Yes _____ No ______.
If the bidder is a foreign corporation and is selected for the work referred to above, it is required under M.G.L. c.30 '39L to furnish to the awarding authority a certificate of the Secretary of State stating that the corporation has complied with M.G.L. c.181 ''3, 5 and the date of such compliance.
If a Partnership: (Name all Partners)
Name of Partnership:
Name of Partner:
Residence:
Name of Partner:
Residence:
Name of Partner:
Residence:
- 4 - BID FORM
If an Individual:
Name:
Residence:
If an Individual doing business under a firm name:
Name of Firm:
Name of Individual:
Business Address:
Residence:
Other form of business organization:
The bidder shall state below the name(s) and address(es) of the surety company or companies that will furnish all required bonds.
- 5 - BID FORM
Project/Contract Name: MASSACHUSETTS CONVENTION CENTER AUTHORITY
BID BOND
KNOW ALL MEN BY THESE PRESENTS, that we , as Principal (the "Principal"), and a corporation licensed or authorized by the Commissioner of Insurance to do business in the Commonwealth of Massachusetts, as Surety (the "Surety"), are held and firmly bound unto the Massachusetts Convention Center Authority, 415 Summer Street, Boston, Massachusetts 02210, as Obligee (the "Obligee"), in the sum of Dollars ($______), for the payment of which sum well and truly to be made, the said Principal and the said Surety hereby bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has submitted to the Obligee a certain bid, attached hereto and made a part hereof, for the contract specified above (the "Contract").
NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a Contract with the Obligee in accordance with the terms of such bid, and give such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof, and in all respects faithfully perform its agreements as set forth in such bid or, in the event of the failure of the Principal to perform its agreement to execute such Contract and furnish such bond or bonds or to perform any other agreements or requirements, in such bid or required under such laws, if the Principal shall pay to the Obligee the difference, not to exceed the sum hereof, between the amount specified in said bid and such larger amount for which the Obligee may in good faith contract with another party to perform the work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect.
The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by any extension of the time permitted by law within which the Obligee may accept such bid; and said Surety hereby waives notice of any such extension.
Signed and sealed this ______day of ______, ______.
[Principal]
By: (seal)
(Title)
[Surety]
By: (seal)
(Title)
Surety Agent: Address: Telephone:
- 1 - BID BOND AUTHORITY-CONTRACTOR AGREEMENT
AGREEMENT, made as of the __ day of ______, 2020, by and between the Massachusetts Convention Center Authority, a body politic and corporate of the Commonwealth of Massachusetts (the "Authority"), with offices at 415 Summer Street, Boston, Massachusetts 02210, and ______, a corporation organized under the laws of ______, having a usual place of business at ______.
In consideration of the mutual agreements by the parties contained herein, the Authority and the Contractor agree as set forth below:
ARTICLE 1
DEFINITIONS
The Site: The Boston Convention and Exhibition Center, 415 Summer Street, Boston, MA John B. Hynes Veterans Memorial Convention Center, 900 Boylston Street, Boston, MA The Boston Common Garage, Zero Charles Street, Boston, MA
The Project: The Project consists of complete inspection, testing, preventative maintenance, incidental servicing, major repair, emergency service, programming and integration services for the security system and all ancillary equipment currently installed at the Boston Convention and Exhibition Center, John B. Hynes Veterans Memorial Convention Center and Boston Common Garage, all as more fully set forth in the Specifications.
Contractor's Project Team (Section 3.2): Project Manager: ______
Project Superintendent: ______
Contract Sum (Article 5): ______($ )
Contractor's Mark-up (Article 6): For work performed by the Contractor's own forces: fifteen percent (15%); for work performed by Subcontractors: seven percent (7%). Contract Term (Article 4): April 1, 2020 through March 31, 2021.
Application Date (Section 9.1): The fifteenth day of each calendar month.
-1- AUTHORITY-CONTRACTOR AGREEMENT
Contract Documents: The Contract Documents consist of this Agreement and the Exhibits attached hereto, the General Conditions of the Contract for Construction, and all other documents, plans, drawings and specifications set forth or referred to in Exhibit A attached hereto, and include all other documents which are defined in the General Conditions of the Contract (including all exhibits and appendices thereto) as being Contract Documents. The Contract Documents are all as fully a part of the Contract as if attached to this Agreement or repeated herein. Terms used herein which are defined in other Contract Documents are used in accordance with such definitions.
Exhibits: The following is a list of the Exhibits to this Agreement, each of which is incorporated into this Agreement.
A - List of Contract Documents B - List of Site Conditions Documents [Omitted C - List of Project Permits [Omitted] D - Project Schedule [Omitted]
ARTICLE 2
THE WORK
2.1 The Contractor shall perform the Work strictly in accordance with the Contract Documents.
2.2 The Contractor represents that it is experienced and skilled in work of the type, magnitude and complexity described in the Contract Documents, that it is familiar with the special problems and requirements of work of the type contemplated in the Contract Documents and in the location of the Site, and that it will inspect, test, service, maintain and repair the security equipment and ancillary equipment, all as indicated by and reasonably inferable from the Contract Documents, so as to ensure (i) the reliability and proper operation of the individual items and of each system throughout the Contract Term without degradation, and (ii) full compliance with the requirements of the Department of Public Safety.
2.3 The Contractor hereby represents and warrants to the Authority that it is licensed to engage in the Work contemplated by this Agreement in the Commonwealth of Massachusetts, and is in compliance with all applicable governmental laws and regulations relating thereto.
2.4 If the Authority has delivered to the Contractor any reports, plans, studies, tests, information or other documentation relating to existing conditions, including utilities and subsurface conditions, affecting or relating to the performance of the Work (the "Site Conditions Documents"), such reports, plans, studies, tests, information and documents are listed on Exhibit B attached hereto. The Contractor represents that he has received copies of and has thoroughly studied and is familiar with the Site Conditions Documents. The Contractor further represents
-2- AUTHORITY-CONTRACTOR AGREEMENT that he has examined the Site and local conditions and carefully studied and compared the Contract Documents with each other and with conditions at the Site, and with the Site Conditions Documents. Information and data reflected in the Site Conditions Documents with respect to underground or above-ground conditions, structures or facilities at or contiguous to the Site is based upon information and data furnished to the Authority and the Architect by consultants, independent contractors and others, and neither the Architect nor the Authority assumes any responsibility for the accuracy or completeness thereof. Such information and data is furnished to the Contractor for informational purposes, but the Authority does not hold out such information or data to the Contractor as being complete nor as an accurate or approximate indication of surface, subsurface or other conditions. No claim for extra cost or any extension of time resulting from reliance by the Contractor on the Site Conditions Documents shall be allowed.
2.5 Without limiting the Contractor's obligations under the Contract Documents to comply with applicable laws, the Contractor agrees that, in performing the Work, he shall comply at all times and in all respects with all of the requirements of (i) governmental laws, ordinances, regulations, orders and directives affecting or regulating employment of persons in connection with the Work or otherwise applicable to the Work, and (ii) all agreements, permits, approvals, plans and other undertakings of the Authority with respect to the Project, as listed on Exhibit C attached hereto. The Contractor shall indemnify, defend with counsel acceptable to the Authority and hold the Authority harmless for all loss, liability and expenses of the Authority arising out of any violations by the Contractor or any Subcontractor of such laws, ordinances, regulations, orders, directives, agreements, permits, approvals, plans, undertakings and requirements.
ARTICLE 3
THE CONTRACTOR'S DUTIES AND STATUS
3.1 The Contractor accepts the relationship of trust and confidence established between him and the Authority by this Agreement. He covenants with the Authority to furnish his best skill and judgment and to cooperate with the Architect and with any project manager or other consultants or project representatives engaged or employed by the Authority, so as to further the interests of the Authority. He agrees to furnish efficient business administration and superintendence and to furnish at all times an adequate supply of workers and materials, and to perform the Work in the best way and in the most expeditious and economical manner consistent with the interests of the Authority and to make every effort to achieve time savings and efficiencies with respect to the Work. The Contractor, in performing his services under this Agreement, is an independent contractor and is not an agent or employee of, or a joint venture with, the Authority.
3.2 The Contractor's Project Team will consist of the positions and individuals listed in Article 1, and necessary assistants and other technical and administrative personnel. The Project Manager or Project Superintendent shall be present at the Site during all times when Work is in progress and shall devote full-time to the Project. No change will be made in the composition of the Project Team without the Authority's approval. The Authority may require replacement of any member of the Project Team upon notice to the Contractor with or without cause.
-3- AUTHORITY-CONTRACTOR AGREEMENT 3.3 If an independent architect, engineer or other person or entity has been designated by the Authority to perform construction administration services for the Project, such architect, engineer or other person or entity is identified as the Architect in Article 1. If no architect, engineer or other person or entity is so identified in Article 1, administration of the Contract will be performed by the Authority's representative(s), as further provided in the General Conditions of the Contract.
ARTICLE 4
CONTRACT TERM AND SCHEDULE
4.1 The Contractor shall commence the Work promptly upon receipt of a full or partial Notice to Proceed. If the Notice to Proceed is a partial Notice to Proceed, it shall define the particular work to be commenced and the limitations upon the work to be done, and shall state the maximum amount which the Contractor shall be entitled to be paid for such work. The Authority shall not be obligated to pay for any work or to pay any amount in excess of the limitations stated in a partial Notice to Proceed. The period of time from the start date specified in the first Notice to Proceed to the conclusion of the period set forth in Article 1 above, together with any valid extensions thereof approved by the Authority as provided in the Contract Documents, is herein referred to as the Contract Term.
The Authority shall have the right, in its sole discretion, to renew this contract for not more than two additional, consecutive one-year periods, commencing upon the expiration of the original term hereof. Such right shall be exercised by the Authority's giving written notice to the Contractor at least thirty (30) days prior to the expiration of the original term hereof or of the then-current renewal term.
4.2 The Contractor shall proceed to carry out the Work (including each repair or replacement as the need therefor arises) regularly, diligently and uninterruptedly (except as may be necessary, pursuant to Subparagraph 7.4.1 of the General Conditions, to avoid interference with or interruption of events) in accordance with the Project Schedule, if any, attached hereto as Exhibit D and all other Contract Documents and in accordance with the directions of the Authority so as to ensure (i) timely and prompt completion of each inspection, test, repair, replacement or other portion of the Work; and (ii) prompt restoration to service of the security equipment.
4.3 It is understood and agreed that the time of commencement of the Work and the times of completion of each and every portion of the Work as provided herein and in the Specifications and the Project Schedule are essential conditions of this Agreement, and that time is of the essence of this Agreement and of each and every portion of the Contract Documents wherein a definite and certain or maximum length of time is fixed for the completion of any work or performance of any act whatsoever; and where in accordance with the Contract Documents an extended or additional time is allowed for the completion of any work or the performance of any act, the new time fixed by such extension shall be of the essence of this Agreement. It is understood and agreed that the times for the completion of work specified in the Contract Documents are reasonable times for the same including consideration of the conditions and problems inherent in the performing the Work at the Site of the Project.
-4- AUTHORITY-CONTRACTOR AGREEMENT ARTICLE 5
CONTRACT SUM
5.1 In full consideration of the complete performance of the Work and all other obligations of the Contractor hereunder, the Authority shall pay to the Contractor, subject to additions and deductions by Change Order as provided in the Contract Documents, the Contract Sum specified in Article 1.
5.2 Alternates that the Authority has accepted, if any, are included in the Contract Sum.
5.3. If the quantities as actually performed shall be increased or decreased from the respective estimated quantities indicated in the Form for Bid on which the Contract Sum is based, by authorization of the Authority, the contractor agrees that the unit prices specified in the Form for Bid will be the basis of payment to the Contractor or credit to the Authority for such increase or decrease in the Work. The unit prices specified shall include all services, labor, materials, supplies, equipment, transportation and permits for the complete work, and no additional adjustment will be allowed for overhead, profit insurance or other direct or indirect expenses of the Contractor or Subcontractors. The Contractor understands and agrees that the quantities of work performed by the Contractor hereunder may vary from the estimated quantities stated in the Form for Bid. In particular, the quantities may be reduced by the Authority, and in such event the Contractor shall be paid only for the work actually performed by the Contractor as determined by the Authority’s Project manager at the unit prices stated in the Form for Bid.
SCHEDULE OF UNIT PRICES
Item; Unit Unit Price for Contract Year
1. Scheduled Onsite Maintenance Services, $______per Service Person Hour:
2. Emergency On-Call Maintenance and Repair Services $______and Other Miscellaneous Work, per Service Person Hour:
3. Integration and $______Programming Services, per Service Person Hour:
ARTICLE 6
CHANGES IN THE WORK
-5- AUTHORITY-CONTRACTOR AGREEMENT 6.1 The Authority may make Changes in the Work when the Authority deems it to be necessary or desirable, as further provided in Article 11 of the General Conditions, it being expressly understood that there shall be no Changes in the Work unless such Changes in the Work have been authorized in writing by the Authority and the Architect. The Contractor shall be reimbursed for Changes in the Work in accordance with the provisions of Article 11 of the General Conditions. The mark-up allowed to the Contractor for overhead and profit shall not exceed the Contractor's Mark-up specified in Article 1 of this Agreement. The Contractor shall perform any Changes in the Work notwithstanding any dispute as to the effect of such Change in the Work on the Contract Sum or the Contract Schedule or any times set forth in the Specifications.
ARTICLE 7
SUBCONTRACTS AND OTHER AGREEMENTS
7.1 Subcontract agreements shall not be entered into without the previous written consent of the Authority pursuant to Article 11 and shall be subject to the provisions of Article 5 of the General Conditions. The Contractor shall be responsible to the Authority for the compliance by each Subcontractor with the requirements of all applicable provisions of the Contract Documents and of all applicable laws, rules, and regulations, to the same extent the Contractor would be responsible if the Work to be performed by such Subcontractor were being performed by the Contractor's own forces.
ARTICLE 8
RECORDS
8.1 The Contractor shall check all materials, equipment and labor entering into the Work and shall keep such full and detailed accounts as may be necessary for proper accounting and financial management under this Agreement, and in accordance with the requirements of the General Conditions. The Authority shall, upon request, be furnished copies of, and at all times shall be afforded access to, all of the Contractor's records, books, correspondence, instructions, drawings, receipts, invoices, vouchers, memoranda and similar data relating to this Contract, and the Contractor shall preserve all such records for a period of six years, or for such longer period as may be required by law, after final payment.
8.2 Without limitation of the foregoing, the Authority shall have the right, at any time and from time to time, upon notice to the Contractor, to audit the Contractor's books and records in connection with the Work at the Contractor's offices. The Contractor shall facilitate any such audit by making necessary facilities available to the Authority and its representatives.
8.3 If any audit or inspection of the Contractor's books, records or other documents reveals an overcharge, the Contractor shall pay the Authority or, at the Authority's election, the Authority may reimburse itself by taking as a credit against future payments e the Contractor, an amount equal to the overcharge plus the administrative and auditing expenses incurred by the Authority in determining the existence and amount of the overcharge.
-6- AUTHORITY-CONTRACTOR AGREEMENT 8.4 Further provisions concerning the Contractor's records and the rights of authorized public officials to audit such records are set forth in the General Conditions.
ARTICLE 9
PAYMENTS TO CONTRACTOR
9.1 Payments to the Contractor shall be made as provided in Article 8 of the General Conditions.
ARTICLE 10
NONDISCRIMINATION
10.1 In connection with the performance of work under this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, age, sex or handicap. The Contractor shall post in conspicuous places, available for employees and applicants for employment, notices which the Contractor shall obtain from the Massachusetts Commission Against Discrimination (the "Commission"), setting forth the provisions of the Fair Employment Practices Law of the Commonwealth.
10.2 In connection with the performance of work under this Agreement, the Contractor shall not discriminate in its relationships with Subcontractors or suppliers on the basis of race, color, religion, creed, national origin, ancestry, age, sex or handicap. In all the Contractor's solicitations for bids or proposals it shall notify in writing each potential Subcontractor or supplier of the Contractor's obligations under this Paragraph 10.2, and it shall be a term of each contract with a Subcontractor or supplier in connection with the performance of the Work under this Agreement that the Subcontractor or supplier shall be bound to non-discrimination and equal opportunity requirements equivalent to the obligations of Contractor hereunder.
10.3 The Contractor shall ensure that all employees, including supervisory employees, assigned to provide services under this Agreement within any facility of the Authority shall have been instructed, prior to such assignment, regarding laws and regulations against harassment and other forms of discrimination based on sex, race, color religion, creed, national origin, age, disability, and sexual orientation. The Contractor shall provide each such employee assigned to perform work under this contract with a copy of the Authority’s personnel policies prohibiting discriminatory behavior (or with a copy of the Contractor’s own such policies, if substantially to the same effect). The Contractor shall ensure that its employees do not engage in any form of behavior which would contribute to a hostile work environment for employees of the Authority or other contractors of the Authority, and, shall, upon becoming aware of any such behavior through notice from the Authority or otherwise, take prompt and effective corrective action.
10.4 The Contractor's non-compliance with any provision of this Article 10 shall constitute a material breach of this Agreement, for which the Authority may, in its discretion, upon failure to cure said breach within thirty (30) days after written notice thereof, terminate this Agreement upon ten (10) days written notice.
-7- AUTHORITY-CONTRACTOR AGREEMENT
ARTICLE 11
MISCELLANEOUS
11.1 The Authority and the Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in respect to all covenants, agreements and obligations contained in the Contract Documents. The Contractor shall not assign or transfer the Contract or sublet or subcontract it without the previous written consent of the Authority, which consent may be withheld by the Authority in its sole discretion, nor shall the Contractor assign any moneys due or to become due to it hereunder, without such previous written consent of the Authority. Any assignment of the Contract by the Contractor shall be void, and the assignee in such case shall acquire no rights in the Contract or in such moneys.
11.2 Whenever written notice is required or permitted pursuant to the Contract Documents, the same shall be deemed to have been properly given if given in writing and delivered by hand in person or by registered or certified mail, return receipt requested, or express delivery service providing evidence of receipt, in the case of notices to the Authority, to the address set forth at the beginning of this Agreement, marked to the attention of the Authority's Executive Director; and, in the case of notices to the Architect, to the address set forth in Article 1 of this Agreement, marked to the attention of the Architect's Construction Administrator; and, in the case of notices to the Contractor, to the Contractor's Project Manager or Project Superintendent, addressed to such person at the Contractor's mailing address set forth at the beginning of this Agreement, the Contractor's principal office, or the Contractor's field office at the Site, if any. Any of the persons or addresses specified above for notice purposes may be changed by notice given in the manner provided herein from the party concerned to each of the other parties.
11.3 Recognizing that the Authority may find it necessary to establish during the progress of the Work the current status of performance under the Contract Documents, the Contractor shall promptly provide upon request statements, documents or certificates to the Authority or others regarding the status of the Work, compliance of the Work with the Contract Documents, compliance by the Contractor or any Subcontractor with the Contract Documents, the names of Subcontractors or suppliers, amounts due or to become due or amounts previously paid to Subcontractors or suppliers, estimates of the portion of the Work completed and the cost of completing the Work, and such other matters within the scope of the Contractor's performance under the Contract Documents as the Authority may require. Upon completion of the Work, the Contractor will provide a certificate to the Authority regarding completion of the Work in accordance with the Contract Documents, compliance by the Contractor with the Contract Documents, and such other matters within the scope of the Contractor's performance under the Contract Documents as the Authority may require.
11.4 The Contractor shall treat all information relating to the Project and all information supplied to the Contractor by the Authority or the Architect as confidential and proprietary information of the Authority and shall not permit its release to other parties or make any public announcement or publicity releases without the Authority's prior express written authorization. The Contractor shall also require Subcontractors and suppliers to comply with this requirement.
-8- AUTHORITY-CONTRACTOR AGREEMENT 11.5 The Authority may, at any time during the term of this Contract, designate a Project Manager or resident engineer. The Authority may also elect not to engage a Project Manager, or to terminate the services of its Project Manager at any time. Reference in the Contract Documents to the Authority's Project Manager shall mean the Project Manager, if any, engaged by the Authority as provided in this Paragraph 11.5. The Authority may also designate from time to time one or more employees or independent contractors of the Authority as Owner's Representatives. The Contractor shall at all times cooperate with the Authority's Project Manager and other representatives. The Authority's Project Manager and the Authority's other representatives shall not have authority to act for or bind the Authority in any way, nor shall the Authority's Project Manager or the Authority's other representatives have authority to issue orders or instructions of any kind to the Contractor or Subcontractors. The only representatives of the Authority who shall have authority to issue orders or instructions on behalf of, or otherwise bind or act for, the Authority are the Executive Director, the Deputy Director of the Authority, and the Contracting Officer, if any, identified in the Specifications.
11.6 The Contract shall be governed by the laws of the Commonwealth of Massachusetts.
11.7 No member, officer, consultant, volunteer participant, employee, agent or representative of the Authority shall be personally liable to the Contractor under any term or provision of this Contract for the Authority's payment obligations or otherwise, or because of any breach hereof, the Contractor agreeing to look solely to the assets of the Authority for the satisfaction of any liability of the Authority hereunder. In no event shall the Authority be liable to the Contractor except for payment for labor and materials furnished pursuant to and in accordance with this Agreement, nor shall the Authority ever be liable to the Contractor for indirect or consequential damages.
11.8 The Contract may be terminated as provided in Article 15 of the General Conditions.
11.9 The Contractor shall familiarize its employees assigned to perform services under this Agreement with the provisions of Massachusetts General laws, Chapter 268A (the Massachusetts conflict-of-interest law) and the Authority’s Policy & Procedures Manual (November 5, 1992) as said manual relates to gifts and gratuities from interested parties. The Contractor acknowledges that the Authority is a state agency for purposes of the aforementioned law and that the Contractor is an interested party for purposes of the aforementioned manual. Accordingly, the Contractor, its employees and agents shall not offer or provide any employee of the Authority any gift, gratuity, favor, meal, entertainment, loan or other item of monetary value.
IN WITNESS WHEREOF, the parties hereto have executed this agreement under seal in multiple counterparts as of the date and year first above written.
Contractor Massachusetts Convention Center Authority
By: By:
-9- AUTHORITY-CONTRACTOR AGREEMENT David Gibbons______Hereunto duly authorized Hereunto duly authorized
Title: Title: Executive Director______
Date: Date: ______
-10- AUTHORITY-CONTRACTOR AGREEMENT EXHIBIT A
LIST OF CONTRACT DOCUMENTS
1. Advertisement for Bids
2. Instructions to Bidders
3. Contractor's executed Form for General Bid including all attachments
4. Addenda ____
5. This Authority-Contractor Agreement including Exhibits A through D hereto
6. General Conditions of the Contract for Construction
7. Supplementary Provisions for Equal Employment Opportunity, Anti Discrimination and Affirmative Action
8. Specifications, including general and special requirements
9. Performance Bond dated
10. Labor and Material Payment Bond dated
11. Statement of State Tax Compliance
12. Affidavit of Compliance and Vote of Corporation
-11- AUTHORITY-CONTRACTOR AGREEMENT
EXHIBIT B
LIST OF SITE CONDITIONS DOCUMENTS
[Omitted]
-12- AUTHORITY-CONTRACTOR AGREEMENT EXHIBIT C
LIST OF PROJECT PERMITS
[Omitted]
-13- AUTHORITY-CONTRACTOR AGREEMENT EXHIBIT D
PROJECT SCHEDULE
The Specifications set forth the manner and time of conducting the Work and emergency response times.
Pursuant to the Specifications and Subparagraph 4.2.2 of the General Conditions, routine inspections, maintenance, repairs, and tests shall be scheduled and performed so as to cause no interference with or interruption of events conducted in the Convention Centers. The Contractor shall coordinate with the Authority and the Authority’s parking garage operator the sequencing and scheduling of the work so as to ensure that the Boston Common Garage is not closed and that patrons are not inconvenienced by the work. All of the Contractor's equipment and debris shall be removed from the site at the conclusion of each interval during which work is permitted. The Contractor's failure to do so will constitute a material breach of this Agreement.
The Specifications set forth the manner and time of conducting the Work and emergency response times.
-14- AUTHORITY-CONTRACTOR AGREEMENT GENERAL CONDITIONS OF THE CONTRACT
ARTICLE 1 - DEFINITIONS; CONTRACT DOCUMENTS
1.1 DEFINITIONS
Unless the context clearly requires otherwise, wherever used in the Contract Documents, the following terms shall have the meanings indicated, which shall be applicable to both the singular and plural thereof.
1.1.1 Application Date - The date mutually agreed upon between the Authority and the Contractor on which Applications for Payment shall be submitted to the Authority and the Architect as specified in the Authority-Contractor Agreement.
1.1.2 The term "approved" or "approval" means written approval.
1.1.3 Architect - If an architect, engineer or other person or entity is identified in the Authority- Contractor Agreement as providing administration services for the Project, the term "Architect" as used in the Contract Documents shall mean the architect, engineer or other person or entity so specified. If no architect, engineer or other person or entity is so specified, the term "Architect" as used in the Contract Documents shall mean the Authority, acting through its authorized representatives, or any other person or entity to whom any of the obligations of the Architect may be validly assigned or subcontracted or upon whom such obligations may devolve by operation of law.
1.1.4 Architect's Supplemental Instructions - A written order, instruction or interpretation issued by the Architect to the Contractor which orders a minor change in the Work and which, in the opinion of the Architect, does not involve an adjustment in the Contract Sum or an extension of the Contract Time.
1.1.5 Authority, Awarding Authority and Owner - the Massachusetts Convention Center Authority. The Authority may act directly or through its authorized representatives.
1.1.6 Change Order - A written order prepared by the Architect and signed by the Authority, Contractor and Architect authorizing an addition to, deletion from or revision in the Work, or authorizing an adjustment in the Contract Sum or Contract Time. Change Orders shall be issued on AIA Document G701 or other form issued by or acceptable to the Authority and the Architect.
1.1.7 Change Authorization - A written order issued by the Architect and signed by the Authority authorizing the Contractor to proceed with a change in the Work prior to incorporation thereof in the Contract by the issuance of a Change Order. Change Authorizations shall be issued on AIA Document G713 or other form issued by or acceptable to the Authority. A Change Authorization signed by the Contractor indicates the Contractor's agreement therewith.
-1- GENERAL CONDITIONS
1.1.8 Contract Documents - The Contract, including Authority-Contractor Agreement, these General Conditions of the Contract (hereafter referred to as "General Conditions"), Supplementary Conditions (if any), Notice to Proceed (if any), Drawings, Specifications, Change Orders and other written amendments to the Contract executed by the Authority and the Contractor, Change Authorizations, and Architect's Supplemental Instructions. The Contract Documents also include the bidding documents, including the Instructions to Bidders and the Contractor's Form for General Bid and all other documents defined or identified as Contract Documents in the Authority-Contractor Agreement.
1.1.9 Contract Sum - As defined in the Authority-Contractor Agreement.
1.1.10 Contract Time - As defined in the Authority-Contractor Agreement.
1.1.11 Contractor - The person, corporation or other entity with whom the Authority has executed the Authority-Contractor Agreement. Wherever the word "Contractor" appears in the Specifications, it means the Contractor and Subcontractors who are obligated to perform the work of such section of the Specifications.
1.1.12 Drawings - The graphic and pictorial portions of the Contract Documents showing the design, location, scope and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.
1.1.13 Final Completion - As defined in Subparagraph 8.10.3.
1.1.14 Notice to Proceed - A written communication issued by the Authority to the Contractor authorizing him to proceed with the Work and establishing the date of commencement of the Work.
1.1.15 Product Data - Illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate a material, product, assembly or system for some portion of the Work.
1.1.16 Project - The total project of which the Work performed under the Contract Documents may be the whole or a part.
1.1.17 Project Schedule - The Schedule for performance and completion of the Project, if any, referred to or incorporated in the Authority-Contractor Agreement.
1.1.18 Proposal Request - A written request issued by the Architect to the Contractor requesting a proposal from the Contractor for changes in the Contract Sum and/or the Contract Time incidental to proposed modifications to the Contract Documents or the Work. Proposal Requests
-2- GENERAL CONDITIONS shall be on AIA Document G709 or other form issued by or acceptable to the Authority and the Architect.
1.1.19 Where the words "provide" or "provided" are used in the Contract Documents, such words shall be construed to mean "furnish(ed)" and "install(ed)" and/or "connect(ed)", unless specifically stated otherwise.
1.1.20 Samples - Physical examples which illustrate materials, products, equipment or workmanship and which, when approved in accordance with the Contract Documents, establish standards by which the Work will be judged.
1.1.21 Where the words "shown" or "shown on Drawings" are used in the Specifications, such words shall be construed to mean "noted", "indicated", "scheduled", "detailed", or any other diagrammatic or written reference made on any of the Contract Documents, including both Drawings and sections of the Specifications.
1.1.22 The word "site" shall mean the area or areas indicated within the contract limit lines on the Drawings or otherwise defined in the Contract Documents, together with such additional areas or locations adjacent thereto in which operations or work required under the Contract are being carried out in accordance herewith.
1.1.23 Shop Drawings - All drawings, prints, diagrams, illustrations, brochures, schedules and other data which are specially prepared for the Work by the Contractor, a Subcontractor, manufacturer, Supplier or distributor, which illustrate how specific portions of the Work shall be fabricated or installed.
1.1.24 Specifications - That portion of the Contract Documents consisting of written descriptions and requirements of a technical and/or procedural nature of materials, equipment, methods and systems, standards and workmanship.
1.1.25 Subcontractor - A person, firm or corporation having a contract with the Contractor or with any other Subcontractor, regardless of tier, for the performance of a part of the Work at the site, including filed sub-bid Subcontractors and all other Subcontractors.
1.1.26 Substantial Completion - As defined in Subparagraph 5.4.
1.1.27 Supplier - Any person, corporation or other entity having a contract with the Contractor, any Subcontractor or other supplier regardless of tier, who supplies materials or equipment for the Work, including that fabricated to a special design, but who does not perform labor at the site.
1.1.28 Work – The furnishing and installation by the Contractor necessary to produce the construction required by or reasonably inferable from the Contract Documents, and all materials and equipment incorporated or to be incorporated in such construction. The Work includes any
-3- GENERAL CONDITIONS changes in the Work necessary to perform and complete the Work as may be required to satisfy all applicable requirements of governmental authorities having jurisdiction over the performance of the Work. No adjustment shall be made to the Contract Sum if, as a knowledgeable and experienced contractor, the Contractor should have been aware of such requirements, or if satisfaction of such requirements is, under customary industry standards and practice, the responsibility of the Contractor. If any such requirements are imposed subsequent to the date of execution of the Contract Documents, which require the Contractor to incur additional costs in the completion of the Work, such increased costs will be considered a change in the Work.
1.1.29 Unless the Contract Documents specifically provide otherwise or the context clearly requires a different meaning, the terms "directed", "required", "permitted", "ordered", "designated", "prescribed", and words of like import shall mean the direction, requirements, permission, designation or order of the Architect, subject in each case to the final determination of the Authority; and "approved", "acceptable", "satisfactory" and words of like import shall mean approved by, or acceptable or satisfactory to the Architect, subject in each case to the final determination of the Authority; and "necessary", "reasonable", "proper", "correct", and words of like import shall mean necessary, reasonable, proper or correct in the judgment of the Architect, subject in each case to the final determination of the Authority.
1.1.30 The term "day" as used in the Contract Documents shall mean calendar day. The terms "working day" and "business day" shall mean any calendar day except Saturdays, Sundays, and legal holidays at the place of the Project.
1.2 INTERPRETATION OF CONTRACT DOCUMENTS
1.2.1 This Contract is subject to applicable laws, regulations, codes, ordinances, rules and orders of the United States of America, the Commonwealth of Massachusetts, and other governmental or public agencies and authorities, and all amendments thereto, and to any agreements between the Authority and any such governmental or public agencies and authorities, and to any other agreements and amendments thereto and other matters, if any, referred to or incorporated in the Contract Documents, and where any requirements contained herein do not conform to or are inconsistent with such laws, regulations, codes, rules, orders or agreements to which the Contract is subject or by which it is governed, such laws, regulations, codes, rules, orders or agreements shall have precedence over any matters set forth herein. Statutes, regulations and portions and summaries thereof which are set forth or referred to in the Contract Documents shall be construed to include all amendments thereto effective as of the date of issuance of the Advertisement for Bids for the Contract. The Authority makes no representation as to and assumes no responsibility for the correctness or completeness of such statutory matters referred to or set forth in the Contract Documents.
1.2.2 The Contractor represents that he has examined and understands all of the Contract Documents and has visited the site, examined and familiarized himself with the local conditions under which the Work is to be performed, including any work in progress under previously
-4- GENERAL CONDITIONS awarded contracts, verified to his satisfaction the nature and quantity of the work involved, and correlated his observations with the requirements of the Contract Documents, and the Contractor acknowledges his satisfaction with the same.
1.2.3 The intent of the Contract Documents is to describe the design, furnishing and installation of a safe, suitable and functionally complete facility or system, and it is intended that the Contractor shall design, furnish and install all items necessary for the proper execution and completion of the Work in accordance therewith, including all work incidental to or reasonably inferable from the Contract Documents as being necessary to produce the intended results, unless it is specifically indicated in the Contract Documents that such work is to be performed by others, and to complete the Project in a satisfactory manner, ready for use, occupancy or operation by the Authority. The Contractor recognizes, and agrees to perform the work consistently with, the extra degree of care and skill required under urban site work circumstances with respect to safety, protection of pedestrians, cleanliness of the site, health and the protection of existing utilities, adjacent streets and property. In agreeing to the Contract Time and the Contract Sum, the Contractor has considered and included those circumstances.
1.2.4 In case of discrepancies or conflicts among the Contract Documents or within any of the Contract Documents, the Contract Documents shall be interpreted on the basis of the following priorities:
.1 Written amendments to the Authority-Contractor Agreement signed by both parties - those of a later date shall take precedence over those of an earlier date.
.2 Change Orders - those of a later date shall take precedence over those of an earlier date.
.3 Change Authorizations - those of a later date shall take precedence over those of an earlier date.
.4 The Authority-Contractor Agreement
.5 General Conditions
.6 Drawings and Specifications
1.2.5 The Contractor warrants that all design and installation Work performed hereunder shall meet the requirements of all such laws, regulations, codes, standards, requirements and publications which are applicable to the Project. Words and abbreviations which have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings.
-5- GENERAL CONDITIONS 1.2.6 If any term or provision of any of the Contract Documents, or the application thereof to any party or circumstance shall, to any extent, be determined to be invalid or unenforceable, the remaining provisions of the Contract Documents, or the application of such term or provision to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of each of the Contract Documents shall be valid and shall be enforced to the fullest extent permitted by law
ARTICLE 2 - CONTRACTOR’S RESPONSIBILITIES
2.1 SUPERVISION AND PROCEDURES
2.1.1 The Contractor shall supervise and direct the Work competently and efficiently, using his best skill and attention. He shall be solely responsible for all design, material for, and installation of the Work under the Contract. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents.
2.1.2 The Contractor shall be responsible for the acts and omissions of his employees, Subcontractors if any and their agents and employees, and all other persons or entities performing or supplying any of the Work.
2.1.3 The Contractor shall be solely responsible for properly laying out the Work, and for all lines, grades, elevations and measurements for all of the Work. He shall verify the figures shown on the Drawings before laying out the Work and will be responsible for any errors or inaccuracies resulting from his failure to do so.
2.2 LABOR AND MATERIALS
2.2.1 The Contractor shall provide competent, suitably qualified personnel to perform all design and installation activities
2.2.2 The Contractor shall furnish labor that can and will work in harmony with all other elements of labor employed or to be employed on the Project.
2.3 PERMITS AND FEES; COMPLIANCE WITH LAW
2.3.1 Unless otherwise agreed, the Contractor, at its cost, shall secure and pay for all building permits, utility inspection and connection fees, certificates of occupancy and all other permits, approvals and governmental fees or charges, licenses, inspections and certificates of inspection necessary for the proper execution, completion and use and occupancy of the Work. The Contractor shall promptly deliver copies of all such permits, approvals, licenses and certificates, and satisfactory evidence that disposal of all waste material, if any, in connection with the Project is done in full compliance with applicable laws, to the Authority.
-6- GENERAL CONDITIONS 2.3.2 The Contractor shall give all notices required by and shall otherwise comply with all laws, ordinances, rules, regulations, codes and lawful orders of any public authority bearing on the performance of the Work including, without limitation, applicable provisions of the Massachusetts State Building Code, and applicable federal, state and local environmental laws.
2.3.3 The Contractor shall use his best efforts to determine that the Contract Documents are in accordance with applicable laws, statutes, building codes and regulations. If the Contractor observes that any of the Contract Documents are at variance with applicable laws, ordinances, rules, building codes or regulations in any respect, he shall give the Architect and the Authority prompt written notice thereof, and any necessary changes shall be authorized as provided in the Contract Documents.
2.3.4 The Contractor shall obtain at its expense and deliver to the Authority an unconditional permanent and full Certificate of Occupancy, if such certificate is required by building code or other law. Receipt of such Certificate by the Authority shall be a condition precedent to Final Completion of the Work, unless such Certificate is not issued solely for reasons as to which the Contractor has no responsibility.
2.3.5 The Contractor shall comply in every respect with all applicable local, state and federal laws, regulations, ordinances and directives, including, without limitation, ordinances and regulations governing noise pollution and abatement and dust control. The Contractor shall also conform with all applicable requirements of the Authority, including without limitation, requirements as to work hours and limitation of noise.
2.4 SITE
2.4.1 The Contractor shall confine his apparatus and equipment, storage of materials, and all operations at the site to areas permitted by law, ordinances, permits, the Contract Documents and shall not unreasonably encumber the site with any materials or equipment. The Contractor shall keep corridors, exits and passageways clear of debris, stored material or equipment so that passage is not impeded, and at all times shall provide for safe and open egress from the building. The site and the building shall, at all times, be maintained in a safe and orderly condition.
2.4.2 The Contractor shall not, without the Authority's prior written consent, install or maintain any sign, trademark, advertisement, or other identification symbol in or about the site.
2.4.3 The Contractor shall be responsible for the proper care and protection of all his materials, equipment, etc., at the site.
2.4.4 A field office, if permitted or required in the Specifications, shall be located where directed or approved, and shall be maintained in neat and orderly condition throughout the term of the Contract.
-7- GENERAL CONDITIONS 2.4.5 The Authority, its representatives, and representatives of governmental agencies, shall have the right to enter the site at any time. The Contractor shall provide all reasonable facilities and assistance for the safety and convenience of the Authority, its representatives or other governmental representatives in order that they may accomplish the purpose of their visit to the site.
2.4.6 If requested, the Contractor shall install and maintain temporary partitions, drop cloths, tarpaulins or other means of preventing dust or dirt from his operations from penetrating other premises of the Authority. The other premises of the Authority, where dirtied by the Contractor, shall be swept up, mopped and left in a clean condition at the close of each work day. Any damage to the premises or equipment of the Authority caused by the Contractor or his Subcontractors shall be corrected by the Contractor as directed by the Authority, and at the expense of the Contractor.
2.5 CLEANING UP, SALVAGE AND DISPOSAL
2.5.1 The Project and the site shall be maintained in a neat and orderly condition and kept free from accumulation of waste materials and rubbish during the entire project period. The Contractor shall be responsible for the removal of all crates, cartons and other flammable waste materials or trash from the work areas regardless of cause at the end of each working day or at such other more frequent intervals as required to maintain the site in a safe, orderly and sanitary condition. If the Project and site are not maintained properly, the Authority may have any accumulations of waste materials or trash removed and charge the cost to the Contractor. Elevator shafts, electrical closets, pipe and duct shafts, chases, furred spaces and similar spaces which are generally unfinished, shall be cleaned and left free from rubbish, loose plaster, mortar drippings, extraneous materials, dirt and dust.
2.5.2 At the completion of the Work, the Contractor shall remove all his waste materials and rubbish from and about the site as well as all his tools, equipment, machinery and surplus materials, and shall leave the site in a neat and clean condition satisfactory to the Authority.
2.5.3 If the Contractor fails to clean up at the completion of the Work, the Authority may do so as provided in hereinafter and the cost thereof shall, at the Authority's election, either be charged directly to the Contractor or the Contract Sum shall be reduced accordingly.
2.6 ROYALTIES AND PATENTS
2.6.1 The Contractor shall pay all royalties and license fees, shall defend all suits or claims for infringement of any patent rights, and shall indemnify and save the Authority harmless from loss on account thereof.
-8- GENERAL CONDITIONS 2.7 CONTRACTOR'S FINANCIAL CONDITION
2.7.1 The Contractor warrants that its financial condition is sound and that the Contractor is capable of obtaining any bonds now or hereafter required pursuant to the Contract Documents. Upon request by the Authority, the Contractor shall make available to the Authority such audited and unaudited financial statements of the Contractor as the Authority may reasonably request. The Contractor shall promptly advise the Authority of any occurrence, event, fact, or other matter that has had, will have, or might reasonably be predicted to have a material adverse effect upon the financial condition of the Contractor.
2.8 OPERATING AND MAINTENANCE MANUAL; TRAINING
2.8.1 The Contractor shall prepare and deliver to the Architect three copies of an operating and maintenance manual for the Project. The manual shall contain full information for each item of mechanical, electrical or other operating equipment, copies of warranties therefore, schematic diagrams of control systems, circuit directories for each electric and communications panel board, and charts showing the tagging of all valves. Each volume of the manual shall be clearly indexed, and shall include a directory of all Subcontractors and maintenance contractors, indicating the area of responsibility of each, and the name and telephone number of the responsible member of each organization. The volumes shall be bound in book form. Typewritten, drawn or photographic material shall be protected by clear plastic sleeves. Such manuals shall be delivered to the Authority prior to, and as a condition precedent to, final payment.
2.8.2 The Contractor shall arrange for instruction for the Authority's employees and representatives to insure proper operation of all equipment furnished. The Contractor shall not assume that the Authority's employees possess special expertise or have had any previous experience whatsoever in the operation and maintenance of sophisticated mechanical, electrical and electronic equipment. It is the intent of this Subparagraph 3.16.2 to require the Contractor and the applicable Subcontractors to furnish as much detailed instruction as is required to educate reasonably intelligent personnel in the proper use of the equipment. This instruction shall be provided by the manufacturer's representative for each item of equipment.
2.9 INSPECTION AND TESTING
2.9.1 If the Contract Documents, laws, ordinances, rules, regulations or orders of, or conditions imposed by, any public authority having jurisdiction require any portion of the Work to be inspected, tested or approved, the Contractor shall give the Authority, its testing agents or consultants, and if applicable public authorities requiring such inspection, testing or approval, timely notice (at least one full business day) prior to the commencement of work or operations requiring such inspection, testing or approval so the Authority, such public authorities and agents or consultants may perform or observe such inspection, testing or approval. The Contractor shall perform and bear all costs of such inspections, tests and approvals. The Contractor will provide such assistance (including, without limitation, labor, tools, equipment and transportation) as the
-9- GENERAL CONDITIONS Authority or such public authorities or agents or consultants may request in connection with such inspection, testing or approval.
2.9.2 The Contractor shall make no claim for delay or extension of the Contract Time arising directly or indirectly out of reasonably required inspection or testing or out of the Contractor’s failure to give timely notice so as to permit performance or observance of inspections, testing or approvals. Inspections of the Work shall not relieve the Contractor of any obligations under this Contract. Without limiting any other provisions hereof, defective work shall be made good and unsuitable materials may be rejected, notwithstanding that such work and materials have been previously inspected by the Authority and accepted or estimated for payment or paid for.
2.10. TAX EXEMPTION
2.10.1 Section 6(f) of Chapter 64H of the Massachusetts General Laws exempts from Massachusetts sales tax building materials and supplies to be used in the Project, and bidders shall not include in their bids any amount therefor. The words "building materials and supplies" shall include all materials and supplies consumed, employed or expended.
The Contractor will not be paid for any sales taxes paid by the Contractor for which such exemption is or would have been applicable. The Contractor shall pay all sales, consumer, use and other similar taxes assessed upon the Work or portions thereof provided by the Contractor, or otherwise attributable to the Project, which are legally enacted at the time bids are received, whether or not yet effective, to which such exemption is not applicable.
ARTICLE 3 - INDEMNIFICATION
3.1 CONTRACTOR'S INDEMNITY
3.1.1 The Contractor shall indemnify, defend with counsel acceptable to the Authority, keep and save harmless the Authority, its consultants affiliates and participants of the Authority, if any, identified in the Contract Documents, and their respective board members, directors, officers, representatives, contractors, agents and employees, in both individual and official capacities, against all suits, claims, damages, losses and expenses, including but not limited to attorneys' fees, caused by, arising out of, resulting from, or incidental to, the performance of the Work under this Contract by the Contractor or his Subcontractors, if any, to the full extent allowed by the laws of the Commonwealth of Massachusetts and not beyond any extent that would render these provisions void or unenforceable, provided that any such suit, claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom, and is caused in whole or in part by any default under or failure to comply with the terms of this Contract, or by the negligence or other act or omission 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, regardless of whether or not it is caused in part by a party indemnified
-10- GENERAL CONDITIONS hereunder. Such agreement and obligation of the Contractor shall not be construed to negate, abridge, or otherwise reduce any right or obligation of indemnity which would otherwise exist as to any party or person described in this Paragraph 3.1. The Contractor shall give prompt notice to the Authority in the event of any such injury (including death), loss or damage.
3.1.2 In any and all claims against the Authority or its consultants affiliates and participants, if any, or 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 Contractor's indemnification obligation under this Paragraph 3.1 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 worker's or workmen's compensation acts, disability benefit acts or other employee benefit acts.
ARTICLE 4 - TIME
4.1 DEFINITION
4.1.2 The date of Final Completion of the Work or designated portion thereof is the date certified by the Authority when the requirements of Article 5 have been satisfied and when work is sufficiently complete, in accordance with the Contract Documents, so the Authority can occupy and fully utilize the Work or designated portion thereof for the use for which it is intended and only minor items, which can be completed without any interference with the intended use of the Work, remain to be completed.
4.2 PROGRESS AND COMPLETION
4.2.1 Upon receipt of a Notice to Proceed, the Contractor agrees to proceed with the Work promptly and diligently under the direction of the Authority or its duly authorized representative. The Contractor agrees to adhere to the Project Schedule, if any, referred to or incorporated in the Authority-Contractor Agreement, to achieve all interim completion milestones, and to complete the Work on or before the Final Completion Date set forth in the Authority-Contractor Agreement. It is agreed that time is of the essence of this Contract.
4.2.2 The Contractor shall schedule and perform the Work, unless otherwise provided in the Authority-Contractor Agreement, so as to cause no interference of events conducted in the Convention Center.
ARTICLE 5 - PAYMENTS AND COMPLETION
5.1.1 The Contractor warrants that title to all Work, materials and equipment covered by a payment request will pass to the Authority, free and clear of all liens, automatically without further action by the parties upon the first to occur of (i) incorporation in the project or (ii) the
-11- GENERAL CONDITIONS receipt of payment by the Contractor. Transfer of title to the Authority shall not relieve the Contractor of any of his duties or obligations under the Contract Documents or of any responsibility or liability for the safe delivery and safeguarding, custody, or warehousing of the materials or equipment, nor shall it constitute any waiver of the Authority's right to absolute fulfillment by the Contractor of all of the terms of the Contract, nor shall it commence any warranty period (all warranty periods shall commence not earlier than Final Completion). The Contractor warrants that no Work, materials or equipment covered by a payment request shall have been acquired by the Contractor, or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or any other secured party or otherwise imposed by the Contractor or any other person or entity.
5.1.2 If requested by the Authority, each payment request shall be accompanied by a certificate from each Subcontractor, if any, stating that he has been paid all amounts due him on the basis of the previous payment requests to the Contractor, or else stating the amount not so paid and the reason for the discrepancy. In the event of any such discrepancy, the Contractor shall furnish his own written explanation to the Authority through the Architect.
5.2 PAYMENT NOT ACCEPTANCE
5.2.1 No progress payment made, nor any partial or full use or occupancy of the Work or the Project by the Authority, shall constitute an acceptance of any Work not in accordance with the Contract Documents.
5.3 PAYMENTS WITHHELD
5.3.1 The Authority (in addition to and without limitation of any other rights and remedies of the Authority under the Contract Documents) may withhold payment of any amounts claimed to be due by the Contractor in each case to such extent as may be necessary in order to provide for retention covering the fair value of any possible claims the Authority may have against the Contractor, which amounts may include, but shall not be limited to, the fair value of costs or losses arising from:
.1 defective Work not remedied,
.2 third party claims filed or reasonable evidence indicating probable filing of such claims,
.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment,
.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum,
-12- GENERAL CONDITIONS .5 damage to the Authority or another contractor,
.6 reasonable evidence that the Work is not progressing in accordance with the Project Schedule or will not be completed within the Contract Time,
.7 failure to carry out the Work in accordance with the Contract Documents or other default by the Contractor under, or failure of the Contractor to comply with any provisions of, the Contract Documents, including, without limitation, failure of Subcontractors or the Contractor to comply with requirements for maintaining record Drawings, or
.8 actual or anticipated claims for damages for delay.
If and when the grounds set forth above are removed without cost to the Authority, payment may be requested and shall be made for amounts withheld because of such grounds.
5.4 SUBSTANTIAL COMPLETION
5.4.1 When the Contractor considers that the Work, or a portion thereof designated in the Contract Documents for separate completion, is substantially completed as a result of the Work being sufficiently complete, in accordance with the Contract Documents, so the Authority can occupy or utilize the Work or designated portion thereof for the use for which it is intended and only minor items, which can be completed without interference with the intended use of the Work, remain to be completed, the Contractor shall prepare and submit to the Authority two (2) complete sets of all warranties and guarantees required by the Contract Documents, in a form satisfactory to the Authority, and a list of items to be completed or corrected. Failure to include any items on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. When the Authority on the basis of an inspection determines that the Work or designated portion thereof is substantially complete, and when all other conditions precedent to Substantial Completion provided for in the Contract Documents have been satisfied, the Authority will then prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall (if appropriate) state the respective responsibilities of the Authority and the Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall complete the items listed therein, which shall in no event be greater than thirty (30) days after the date of Substantial Completion. Warranties and guarantees required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof, unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to the Authority and the Contractor for their written acceptance of the responsibilities assigned to them in such Certificate.
5.4.2 Upon Substantial Completion of the Work as so certified by the Architect, the Authority will make payment to the Contractor in accordance with Section 9 of the Authority –Contractor Agreement
-13- GENERAL CONDITIONS
5.5 FINAL COMPLETION AND FINAL PAYMENT
5.5.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance, the Authority will promptly make such inspection and, if they find the Work acceptable under the Contract and the contract fully performed, the Authority will prepare a certificate of Final Completion. If the Authority finds that any portion of the Work unacceptable, the Authority will promptly prepare a list of items to be corrected or completed in accordance with the Contract Documents. The Contractor shall complete or correct such items forthwith. Upon such completion and/or correction, the Authority shall promptly issue a certificate of final Completion of the Work.
5.4.2 Final Completion shall mean the completion of all of the Work in accordance with all of the terms and conditions of the Contract Documents and acceptance thereof after final inspection in accordance with Subparagraph 5.5.1. Prior to Final Completion, the Contractor shall fully demonstrate the use and function of each system or item of equipment included in the Work. The date of issuance of the Authority's written notice of acceptance shall be designated as the date of Final Completion. A final Application for Payment may be made at any time after the date of Final Completion.
5.4.3 Prior to and as a condition precedent to Final Completion, all of the following matters, as applicable, shall have been resolved and documents and items shall have been received and approved (or waived) in writing by the Authority:
.1 final documents of similar nature to those required by the Contract Documents in connection with any Application for Payment hereunder,
.2 all final permits, approvals, (including, without limitation, the approval of the Authority's insurance company, if required) certificates and affidavits (including, without limitation, certificates in respect of elevator, plumbing, sprinklers, electrical systems and life safety systems, required by governmental authorities) and authorizations for use and occupancy of the Project required by any authority having jurisdiction, including an unconditioned permanent and full Certificate of Occupancy and any other necessary occupancy and use permits, unless those permits, approvals, certificates, affidavits and authorizations are not received by the Authority solely for reasons as to which the Contractor has no responsibility,
.3 formally prepared record documents, "as built" drawings, records and related data including all field notes of all the Work (such drawings shall be in reproducible form) all in accordance with the requirements of the Contract Documents,
.4 all operating and maintenance manuals as required by Subparagraph 3.16.1, parts lists and repair source lists,
-14- GENERAL CONDITIONS .5 all guarantees and warranties to which the Authority is entitled hereunder,
.6 satisfactory proof that all claims arising out of the Work have been released or bonded,
.7 a written statement from the Contractor that all practical orientation and operating instructions for all materials, systems, and equipment have been satisfactorily completed, and that all required training of Authority's personnel has been completed,
.8 an undertaking to provide product liability and completed operations insurance covering the three year period following Final Completion, and to provide a certificate of insurance evidencing the same to be provided upon the request by the Authority on or about the anniversary of the final completion of the project in each year for which the obligation is in effect.
.9 an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Authority or its property might in any way be responsible, have been paid or otherwise satisfied,
.10 if required by the Authority, other data establishing payment or satisfaction of all obligations arising out of the Contract, to the extent and in such form as may be designated by the Authority,
.11 delivery of all spare parts required to be submitted pursuant to the Contract Documents,
.12 a general release of the Authority from the Contractor and each Subcontractor, if any.
If the final documentation submitted by the Contractor is not deemed complete by the Authority or if the Authority deems the Work incomplete in any respect, the Contractor shall promptly complete any such Work and shall promptly resubmit the final documentation.
5.5.4 The Authority shall not be required to make final payment of any remaining amounts due to the Contractor until Final Completion has occurred. The making of final payment shall not constitute a waiver of any claims by the Authority. The Authority shall have the right, in its sole discretion, but the Authority shall have no obligation, to accept the Work subject to uncompleted items, which shall be set forth in a notice of final acceptance. In such event, an amount equal to of the cost of such uncompleted items shall be retained by the Authority.
5.5.5 The acceptance of final payment shall constitute a release and waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final payment.
-15- GENERAL CONDITIONS
ARTICLE 6 - SAFETY AND PROTECTION
6.1 SAFETY PRECAUTIONS AND PROGRAMS
6.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work, including, but not limited to, compliance by the Contractor and all Subcontractors with all safety precautions and programs required by the Occupational Safety and Health Act, other applicable laws and regulations, the Contract Documents, and any insurance carrier providing insurance coverage for the Authority or the Contractor in connection with the Project.
6.2 SAFETY OF PERSONS AND PROPERTY
6.2.1 The Contractor shall take all necessary precautions for the safety of, and shall provide all protection necessary to prevent damage, injury or loss to:
.1 all employees on the Work and all other persons or other entities who may be affected thereby;
.2 all the Work and all materials and equipment to be incorporated therein, whether in storage on or off the site; and
.3 other property of the Owner or others at the site or adjacent thereto, including personal property and equipment and trees, shrubs, lawns, walks, pavements, roadways, structures, improvements and utilities not designated for removal, relocation or replacement in the course of the work.
6.2.2 The Contractor shall give all notices and comply with all applicable laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the safety of persons or property or their protection from damage, injury or loss.
6.2.3 The Contractor shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying users of the Authority's facilities and owners and users of adjacent utilities and other improvements.
6.2.4 The Contractor shall promptly remedy all damage or loss (excluding damage or loss insured under the property insurance carried by the Authority, if any, as provided in the insurance requirements contained in the Contract Documents, but including losses within the deductibles of such insurance) to any property referred to in Subparagraph 6.2.1 caused in whole or in part by the Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable and for which the Contractor is responsible under this Article 9, except to the extent that the damage or loss is attributable to the acts or
-16- GENERAL CONDITIONS omissions of the Authority or the Architect. The foregoing obligations of the Contractor are in addition to his obligations under Article 3.
6.2.5 The Contractor shall provide and maintain in good operating condition suitable and adequate fire protection equipment, and shall comply with all recommendations regarding fire protection made by the representatives of the insurance company or companies carrying insurance on the Work or by the local fire chief or fire marshal. The site shall be kept orderly and clean, and all combustible rubbish shall be removed from the site daily.
6.2.6 The Contractor shall take all necessary precautions to prevent loss or damage caused by vandalism, theft, burglary, pilferage, or unexplained disappearance of property of the Authority forming part of the Work, or located within those areas of the Project to which the Contractor has access. The Contractor shall have full responsibility for the security of such property of the Authority and shall reimburse the Authority for any such loss, damage or injury resulting from vandalism, theft, burglary, pilferage, unexplained disappearance or any other cause to the extent that the same is not covered by the Authority's insurance.
6.2.7 The Contractor shall protect all finished surfaces of the Work, including the jambs and soffits of all openings used as passageways or through which materials are handled, against any possible damage resulting from the conduct of Work by the Contractor or by any separate contractors.
6.3 EMERGENCIES
6.3.1 In any emergency affecting the safety of persons or property, the Contractor shall act, at its discretion, to prevent threatened damage, injury or loss and shall as promptly as conditions permit notify insurance carriers, the Authority and the Architect of the nature of the emergency and circumstances related thereto. Immediately thereafter, Contractor shall prepare a written report setting forth in detail the action taken and describing in detail all circumstances and conditions which are related to such action. Any additional compensation or extension of time claimed by the Contractor on account of emergency work shall be determined as provided in Article 11 for Changes in the Work.
ARTICLE 7 -INSURANCE
7.1 CONTRACTOR'S LIABILITY INSURANCE
7.1.1 The Contractor shall purchase and maintain such insurance as will protect him and the other parties specified or referred to in Subparagraph 10.2.6 below from claims referred to below which may arise out of or result from the Contractor's operations under the Contract, whether such operations be by himself 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.
-17- GENERAL CONDITIONS 7.1.2 The Contractor shall purchase and maintain during the life of this Contract:
.1 Insurance sufficient to discharge its obligations under all applicable workers' or workmen's compensation laws of the Commonwealth of Massachusetts and the United States.
.2 Employer's liability insurance with minimum limits of $500,000 per accident, $500,000 each employee (occupational disease), and $500,000 policy limit (occupational disease).
.3 Statutory disability and other employee benefit insurance.
7.1.3 The Contractor shall purchase and maintain commercial general liability insurance covering the full scope of this Contract on an occurrence basis with limits not less than a combined single limit per occurrence of $1,000,000, $2,000,000 general aggregate for bodily injury and property damage; $1,000,000 aggregate for products/completed operations; and $1,000,000 per person for personal/advertising injury. All policies issued shall include permission for partial or total occupancy of the premises by the Authority within the scope of this Contract. Such insurance shall include at least the following:
.1 Commercial general liability insurance, including all products, premises-operations, completed operations for at least three years following acceptance and final payment, independent contractors, additional interests of employees, incidental medical malpractice, and including notice of occurrence and knowledge of occurrence endorsements satisfactory to the Authority.
.2 Comprehensive business automobile liability insurance covering use of any motor vehicle to be used in conjunction with this Contract and any other contract entered into by the Contractor. A compulsory Massachusetts automobile policy is acceptable for vehicles registered in Massachusetts only.
.3 Loading and unloading of any motor vehicle must be covered by endorsement to the automobile liability policy.
.4 Blanket contractual liability insurance covering all liabilities assumed under the Contract Documents, including, but not limited to, the Contractor's obligations under Article 5 of these General Conditions.
.5 Personal injury coverage, with no exclusions for liability assumed contractually or injury sustained by employees of the Contractor.
.6 Broad form coverage for damage to property of the Authority, as well as other third parties, while in the care, custody, or control of the Contractor, or resulting from completion of the Work.
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.7 If applicable, coverage for the so-called "XCU" hazards (explosion, collapse of buildings, blasting, undermining, and damage to underground property).
7.1.4 The Contractor shall also purchase and maintain umbrella form excess liability insurance on an occurrence basis containing a minimum total occurrence and aggregate limit of $5,000,000, for a total aggregate coverage under the basic policy and the umbrella policy of $7,000,000.
7.1.5 Authority shall have the right to require that the coverages and limits of liability set forth in Subparagraph 10.2.4 be expanded or raised if required by law, or if in the Authority's judgment economic conditions or other factors so warrant. If additional costs are incurred because of raised limits, the pre-approved additional cost shall be added to the Contract Sum.
7.1.6 Insurance certificates acceptable to the Authority and the other additional insureds specified in Subparagraph 7.1.8 below evidencing the above coverages are to be furnished the Authority and such other additional insureds by the Contractor's insurance company prior to commencement of the Work. Such certificates and all insurance policies required by this Article 10 shall contain provisions requiring at least 30 days' prior written notice to the Authority and to other certificate holders of any cancellation or non-renewal of or material change in the policies. Certificates shall indicate effective dates and dates of expiration of policies. An additional certificate evidencing continuation of all insurance coverages required to remain in force after final payment shall be submitted with the application for final payment, and neither final payment nor any remaining retainage under this Contract shall be due until such certificate has been submitted to the Authority. At the Authority's request the Contractor will furnish originals or certified copies of the policy or policies including all endorsements required to provide stated coverage.
7.1.7 All insurance policies provided pursuant to the foregoing provisions of these insurance requirements shall be written by companies licensed to do business in the Commonwealth of Massachusetts and shall be in form satisfactory to the Authority, and the Authority, the Architect and all other consultants of the Authority, and other parties as the Authority may identify by notice to the Contractor from time to time, shall each be named as additional insureds. All such policies shall contain provisions or endorsements necessary to assure coverage of claims by one insured against another. All required insurance policies are to be endorsed to state that the Contractor's and Subcontractors' policies shall be primary to all other insurance available to the Authority and other specified additional insureds for liability arising out of or resulting from the Contractor's operations under the Contract, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The Contractor shall bear all costs of any amounts deductible, retained or self-insured under the policies required to be maintained by the Contractor.
-19- GENERAL CONDITIONS 7.2 PROPERTY INSURANCE
7.2.1 The Authority shall purchase and maintain property insurance insuring against the perils of fire and extended coverage and including "all risk" insurance for physical loss or damage including, without duplication of coverage, theft, vandalism and malicious mischief, collapse (except as may be caused by design errors) upon all Work in place and all materials stored at the site to the actual cash value thereof, subject to a deductible amount of $100,000, protecting the interests of the Authority, the Contractor and all Subcontractors performing work at the site. The Authority shall have power to adjust and settle any loss with the insurers, using due diligence to protect the interests of the Contractor and Subcontractors. The Authority's property insurance will not cover any tools, equipment, materials, supplies, temporary structures or other property owned or rented by the Contractor or Subcontractors which is not to be incorporated in the Work. The Contractor and Subcontractors assume these excluded risks, and waive all rights they may have against the Authority for damage to such items, and any policy of insurance covering the Contractor's own tools, equipment, facilities and other property against loss by physical damage shall include an endorsement providing that the underwriters waive their rights of subrogation against the Authority. Upon request, the Authority will furnish the Contractor with a certificate of such insurance coverage.
7.3.2 The Authority, as trustee for the parties in interest, shall receive the proceeds of any insurance upon the occurrence of an insured loss, and shall distribute such proceeds in accordance with such agreement as the parties in interest may reach, or in accordance with an award or finding of a court of competent jurisdiction. If after such loss no other agreement is made, replacement of damaged work shall be covered by an appropriate Change Order.
7.3.3 The Contractor shall be completely responsible for the proper care and protection of the Work. The Contractor shall be responsible for all losses within the deductible specified above, and the Contractor shall promptly, and in any event so as not to delay the progress of the Work, replace or reimburse the Authority for any property to the extent loss or damage to such property is within the deductible.
7.3.4 The Authority and Contractor waive all rights against (i) each other and the Subcontractors, consultants, agents and employees each of the other, and (ii) the Architect and separate contractors, if any, and their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other perils to the extent covered by insurance obtained pursuant to this Paragraph 7.3 or any other property insurance applicable to the Work, except such rights as they may have to the proceeds of such insurance held by the Authority. The Authority or the Contractor, as appropriate, shall require of the Architect, separate contractors, and Subcontractors by written agreements, similar waivers each in favor of all other parties enumerated in this Subparagraph 10.3.4.
-20- GENERAL CONDITIONS ARTICLE 8 - CHANGES IN THE WORK
8.1 CHANGE ORDERS
8.1.1 The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates his agreement therewith, including the adjustment, if any, in the Contract Sum or the Contract Time.
8.1.2 The Authority, without invalidating the Contract, may order Changes in the Work consisting of additions, deletions or other revisions, the Contract Sum and the Contract Time being adjusted accordingly, if necessary. All such Changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents.
8.1.3 With respect to Change Orders upon the request of the Authority, the Contractor shall submit to the Authority as soon as reasonably possible but in any event within five days of the Contractor's receipt of a request therefore, an accurate written statement setting forth in detail with a suitable breakdown the Contractor's proposed increased or decreased cost as a result of such proposed Change Order. The Contractor shall state in such proposal any extension of time required for the completion of the Work if the Change Order is approved. The Contractor shall promptly revise and resubmit such proposal if the Authority determines that the proposal is not in compliance with the requirements of this Article, or that it contains errors or ambiguities.
8.1.4 The amount by which the Contract Sum shall be adjusted as a result of a Change in the Work shall be determined in one or more of the following ways, at the election of the Authority:
.1 by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;
.2 by unit prices stated in the Contract Documents or subsequently agreed upon;
.3 by cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or
.4 by the method provided in Subparagraph 8.1.5.
8.1.5 If none of the methods set forth in Clauses 8.1.4.1, 8.1.4.2 or 8.1.4.3 is agreed upon, the Contractor, provided he receives a written order signed by the Authority, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the Authority on the basis of the reasonable expenditures and savings of those performing the Work attributable to the change (as set forth in Subparagraph 8.1.7), and including, in the case of an increase in the Contract Sum, an allowance for overhead and profit. In such case, and also in the case of changes with respect to which the cost or credit is determined under Clauses 8.1.4.1, 8.1.4.2 and 8.1.4.3 above, the Contractor shall keep and present, in such form as the Authority may
-21- GENERAL CONDITIONS prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Order. Pending final determination of cost to the Authority, payments on account, if any, shall be made to the contractor. The amount of credit to be allowed by the Contractor to the Authority for any deletion or change which results in a net decrease in the Contract Sum will be the amount of the actual net decrease in cost plus a reasonable allowance for profit, as confirmed by the Authority. When both additions and credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease, if any, with respect to that change.
8.1.6 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change Order that application of the agreed unit prices to the quantities of Work proposed will cause substantial inequity to the Authority or the Contractor, the applicable unit prices shall be equitably adjusted.
8.1.7 Costs of material and labor for Changes in the Work shall be limited to the following:
.1 The net cost to the Contractor of all necessary materials, including transportation to the site.
.2 Cost of all necessary labor, in accordance with established wage rates, as evidenced by payroll records.
.3 Premium the Contractor has to pay for liability and other insurance and bonds directly required by reason of performance of such Change in the Work.
.4 Payments required to labor organizations under existing labor agreements, and directly required by reason of performance of such Change in the Work.
.5 State taxes for unemployment insurance and Federal taxes for Social Security required to be paid and directly required by reason of such Change in the Work.
.6 Taxes, if any, required to be paid on materials incorporated in such Work (subject, however, to the provisions of G.L.C6411, s.6(b).
.7 Maintenance, operation and rental of, or reasonable rental value of Contractor-owned, necessary plant and equipment other than small tools, and including gas, oil, coal, electric current and other forms of energy used, where directly required by reason of such Change in the Work.
8.2 CHANGE AUTHORIZATIONS
8.2.1 The Authority may order the Contractor to proceed with changes in the Work consisting of additions, deletions or other revisions prior to incorporation thereof in the Contract by issuance of a Change Order. All such changes shall be authorized by Change Authorizations,
-22- GENERAL CONDITIONS and shall be performed under the applicable conditions of the Contract Documents. The Change Authorization shall include a description of the work involved and the basis for revision, if any, in the Contract Sum or Contract Time or both. The Contractor shall submit final costs for Work involved in accordance with Subparagraphs 11.1.6 through 11.1.8, and request for change, if any, in the Contract Time, for review by the Authority and inclusion in a subsequent Change Order.
8.3 CLAIMS FOR ADDITIONAL COST OR DAMAGES
8.3.1 If the Contractor wishes to make a claim for an increase in the Contract Sum by reason of any work performed or materials furnished by him or by reason of any event, circumstance, occurrence, direction or interpretation, or if he wishes to make a claim for damages by reason of any act or omission of the Authority or the Contractor, he shall give the Authority written notice thereof within twenty (20) days after the occurrence of the event giving rise to such claim, otherwise it shall be waived. Such notice shall be given by the Contractor before proceeding to execute the work involved, except in an emergency endangering life or property in which case the Contractor shall proceed in accordance with Paragraph 6.3. A written report by the Contractor setting forth the facts and reasons for proceeding under Paragraph 6.3 shall be submitted by him in support of his claim for relief under Paragraph 6.3. No such claim for an increase in the Contract Sum or any other matter described above shall be valid unless so made. If the Authority and the Contractor cannot agree on the amount of the adjustment, if any, to the Contract Sum, or cannot agree upon any other matter giving rise to a claim, it shall be determined subject to the provisions of Article 13. Any change in the Contract Sum resulting from such a claim shall be effected by Change Order. Nothing contained in this Paragraph 8.3 shall be interpreted to permit or recognize a claim by the Contractor for any cost, damage or increase in the Contract Sum arising out of or based on a delay in the progress of the Work caused by any act or omission of the Authority, or an employee of the Authority or a separate contractor, or by changes in the Work duly ordered by the Authority, or by unforeseeable causes beyond the control of the Contractor.
8.3.2 The Contractor understands that no officer, principal, employee, agent or other representative of the Authority or the Architect has authority to waive compliance with the notice provisions of this Paragraph 8.3.
8.4 MINOR CHANGES IN THE WORK
8.4.1 The Authority will have authority to order minor Changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written Authority Supplemental Instructions, and shall be binding on the Authority and the Contractor. The Contractor shall carry out such Authority Supplemental Instructions promptly.
-23- GENERAL CONDITIONS 9.1 CORRECTION OF WORK
9.1.1 The Contractor shall promptly correct all Work rejected by the Authority as defective or as failing to conform to the Contract Documents, whether observed before or after Final Completion and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work, including compensation for the Authority additional services made necessary thereby, and any loss, cost or damage to the Authority resulting from such failure or defect.
9.1.2 Without limiting any other rights which the Authority has hereunder or pursuant to law, if, within five years after the date of Final Completion of the Work or portion thereof designated by the Authority or within five years after acceptance by the Authority of designated equipment or within such longer period of time as may be prescribed by law or by the terms of any applicable guarantee or warranty required by or referred to in the Contract Documents, any of the Work is found to be defective or not in accordance with the Contract Documents, the Contractor shall correct such defective work promptly after receipt of a written notice from the Authority to do so (unless the Authority has previously given the Contractor a specific written acceptance of such condition) and shall reimburse the Authority for any expenses it shall have incurred in inspecting or testing such portion of the Work. The obligations provided in this Paragraph 9.1 shall survive termination of the Contract and the making of final payment hereunder.
9.1.3 The Contractor shall remove from the site all portions of the Work which are defective or nonconforming and which have not been corrected under Subparagraphs 9.1.1 and 9.1.2, unless removal is specifically waived in writing by the Authority.
9.1.4 If the Contractor fails to correct defective or nonconforming Work as provided in Subparagraphs 9.2.1 and 9.2.2, the Authority may correct it in accordance with Paragraph 11.2.
9.1.5 In addition, if the Contractor does not proceed with the correction of such defective or nonconforming work within a reasonable period of time (fixed by the Architect in writing) after receipt of a written notice from the Architect or the Authority to correct such Work, the Authority may remove it and may store the materials or equipment at the expense of the Contractor. If the Contractor does not pay the cost of such removal and storage within ten (10) days thereafter, the Authority may upon ten (10) additional days' written notice sell such Work at auction or at private sale and shall account for the net proceeds thereof, after deducting all the costs that should have been borne by the Contractor, including compensation for the Architect's additional services made necessary thereby. If such proceeds of sale do not cover all costs which the Contractor should have borne, the difference shall be charged to the Contractor and an appropriate Change Order shall be issued. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Authority.
9.1.6 The Contractor shall bear the cost of making good all work of the Authority or separate contractors destroyed or damaged by such correction or removal.
-24- GENERAL CONDITIONS
9.1.7 Nothing contained in this Paragraph 9.1 shall be construed to establish a period of limitation with respect to any other obligation which the Contractor might have under the Contract Documents or under law. The establishment of the time period of five years after the date of Final Completion or such longer period of time as may be prescribed by law or by the terms of any guarantee or warranty required by or referred to in the Contract Documents relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which his obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to his obligations other than specifically to correct the Work.
9.1.8 In addition to the Contractor's warranty as provided in Subparagraph 9.1.2, the Contractor shall obtain and preserve for the benefit of the Authority manufacturer's warranties on materials, fixtures and equipment incorporated into the Work, and the Contractor shall prepare and execute a written guarantee and warranty applicable to all phases of the Work in accordance with the provisions of this Article and all other applicable provisions of the Contract Documents pertaining to warranties and guarantees, and shall also secure and pass through to the Authority written guarantees and warranties prepared in a similar manner from each Subcontractor, if any engaged in the performance of the Work and, prior to Substantial Completion, shall deliver three (3) complete sets of all such guarantees and warranties to the Authority for review.
9.1.9 In the event that any work is performed to correct, repair or remedy any portion of the Work pursuant to any warranty or guarantee provided under the Contract Documents or otherwise available to the Authority, all such work, and all materials, equipment, supplies, appliances, fixtures and specialty devices requiring replacement during any guarantee period specified in the Contract Documents, shall be subject to a supplementary guarantee and warranty extending the guarantee period to cover all such work and all such items for the full guarantee period specified, beginning as of the date of acceptance of each such replacement item or element of work.
9.1.10 The warranty and guarantee provisions of this Article 9 shall be in addition to and not in limitation of any other warranties, guarantees or remedies allowed by law or the Contract Documents.
9.1.11 No additional charge shall be made by the Contractor for attending meetings at the site to diagnose problems or to instruct the Authority's personnel in the proper operation or maintenance of the Work, or for making initial or seasonal adjustments (not including normal maintenance) of mechanical systems or other movable work during the applicable guarantee or warranty period (as it may be extended with respect to certain items pursuant to Subparagraph 9.1.9). The Contractor shall provide such service promptly upon notice from the Authority. In case of emergency, service shall be provided as necessary to avoid loss or damage or to maintain normal use of the premises. The Contractor shall furnish to the Architect and to the Authority a list of names and telephone numbers, with a back-up name and telephone number, covering each area of potential emergency.
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9.2 ACCEPTANCE OF DEFECTIVE OR NONCONFORMING WORK
9.2.1 If the Authority prefers to accept defective or nonconforming Work, it may do so instead of requiring its removal and correction, in which case a Change Order will be issued to reflect a reduction in the Contract Sum where appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made.
ARTICLE 10 - PARTIAL USE OR OCCUPANCY
10.1 AUTHORITY'S RIGHT TO USE AND OCCUPY
10.1.1 The Authority shall have the right to use and occupy spaces, areas, systems and other portions of the Work prior to completion and acceptance of all the Work or of other portions of the Work, provided that in the opinion of the Authority such use or occupancy shall not interfere with the Contractor's operations nor delay him in completing the entire Work. Mutually acceptable arrangements shall be made between the Authority and the Contractor with regard to procedures, terms, and conditions governing the operation and maintenance of such services and facilities as may be utilized for the benefit of the Authority. The Authority will assume proportionate and reasonable responsibility for operation of systems, equipment and/or utilities required to provide such services, in part or in total, including proportionate and reasonable expenses of operation incidental thereto, and mutually acceptable arrangements shall be made as to guarantees and warranties affecting designated portions or elements of the Work associated therewith.
10.2 PARTIAL USE NOT ACCEPTANCE
10.2.1 The Authority's use or occupancy of such designated areas or portions of the Work prior to completion and acceptance of all or portions of the Work pursuant to Paragraph 10.1 shall not constitute acceptance of systems, materials, or elements of the Work which are not in accordance with the requirements of the Contract Documents, nor relieve the Contractor from his obligation to complete the Work, or his responsibility for loss or damage due to or arising out of defects in, or malfunctioning of, systems, materials, equipment, or elements of the Work, nor from other unfulfilled obligations or responsibilities of the Contractor under the Contract. If, however, damage results to such designated areas or portions of the Work, in whole or in part, from any act of the Authority, then the Authority will assume its proportionate responsibility for such damage, to the extent that such damage is not covered by insurance provided in accordance with the terms of the Contract Documents.
10.3 NO CLAIM FOR DELAY
10.3.1 The Contractor shall make no claim for delay or extension of the Contract Time or for damages of any kind arising directly or indirectly out of the exercise by the Authority of the rights reserved under this Article 10.
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ARTICLE 11 - AUTHORITY'S RIGHT TO STOP THE WORK AND TO CARRY OUT THE WORK
11.1 AUTHORITY'S RIGHT TO STOP THE WORK
11.1.1 If the Contractor fails, in the sole judgment of the Authority, to commence to correct and diligently pursue the correction of defective work as required hereunder or fails to carry out the Work in accordance with the Contract Documents, the Authority may, by a written order of the Authority or by an agent specifically so empowered by the Authority and without prejudice to any other remedy the Authority may have, order the Contractor to stop the Work or any portion thereof, and the Contractor shall not thereafter incur any further cost or expense therefore without the Authority's prior written approval, until the cause for such order has been eliminated; however, this right of the Authority to stop the Work shall not give rise to any duty on the part of the Authority to exercise this right for the benefit of the Contractor or any other person or entity.
11.2.1 AUTHORITY'S RIGHT TO CARRY OUT THE WORK
11.2.1 If the Contractor fails to perform the Work diligently and in a timely manner or defaults or neglects to carry out the Work in accordance with the Contract Documents or otherwise fails to perform his obligations under the Contract Documents, the Authority may, without prejudice to any other remedy it may have, make good such deficiencies, provided, however, that the Authority shall not take any action to perform the Work or to make good such deficiencies, except in the event of an emergency, unless the Contractor shall have failed, within seven (7) working days after receipt of written notice from the Authority or the Architect of such failure, default or neglect, to commence corrective action and thereafter to promptly and diligently pursue the corrective action to completion. If the Authority undertakes to make good such deficiencies, the Authority may take possession of the site or any portion thereof and possession and use of any and all materials, equipment, tools, equipment and machinery thereon owned by the Contractor in order to make good such deficiencies by whatever method it may deem expedient. The Authority shall not be liable for any depreciation, loss or damage to such materials, equipment or tools during such use thereof. Further, if the Authority undertakes to make good such deficiencies, an appropriate Change Order shall be issued deducting from the payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for the Architect's or other additional services made necessary by such default, neglect or failure and the Contract Sum shall be likewise reduced. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference with interest thereon as provided hereunder to the Authority within thirty (30) days of receipt of an invoice therefore. Further, if the Contractor fails, within such seven (7) working day notice period, to commence corrective action and thereafter to promptly and diligently pursue correction of such deficiencies, or fails to carry out the Work in a timely manner in accordance with the Contract Documents, or if the Authority determines that the Project cannot reasonably be completed by the Contractor within the Contract Time, then, the Authority, shall promptly
-27- GENERAL CONDITIONS cause the work to be completed at the expense of the Contract in accordance with the terms of the Contract Documents.
ARTICLE 12 - TERMINATION OF THE CONTRACT
12.1 TERMINATION BY THE AUTHORITY
12.1.1 If (i) a petition is filed by the Contractor, or against the Contractor with his consent, under any federal or state law concerning bankruptcy, reorganization, insolvency or relief from creditors; or (ii) such a petition is filed against the Contractor without his consent and is not dismissed within sixty (60) days; or (iii) the Contractor becomes insolvent or is generally not paying his debts as they become due; or (iv) the Contractor consents to the appointment of a receiver, trustee, liquidator, custodian or the like of the Contractor or of all or any substantial portion of his assets; or (v) a receiver, trustee, liquidator, custodian or the like is appointed with respect to the Contractor or takes possession of all or any substantial portion of his assets; or (vi) the Contractor makes an assignment for the benefit of creditors; or (vii) there has been a material adverse change in the financial condition of the Contractor; to (viii) due to the fault of the Contractor (and not due to causes beyond the Contractor's reasonable control): (a) the Work shall be unreasonably delayed or discontinued, or (b) the execution of the Work ceases for more than ten (10) days, or (c) the Work is delayed so that, in the Authority's judgment, the Work cannot be completed on or prior to the expiration of the Contract Time; (ix) the Contractor defaults in his obligation to perform the Work in a skilled and expeditious manner or refuses or fails to supply sufficient labor, materials, equipment and facilities to assure the proper progress of the Work; (x) the Contractor fails to make prompt payment to any Subcontractor(s), or for materials or labor, or fails to remove, by bonding or otherwise, any lien recorded by any Subcontractor or supplier against the Project or the site; (xi) the Contractor disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; or (xii) the Contractor otherwise violates or fails to comply with any material provision of the Contract Documents:
then, and in any such event, the Authority may, without prejudice to any other right or remedy, and after giving the Contractor seven (7) days' written notice, terminate the Contract and the employment of the Contractor and hold the Contractor liable in damages for breach of the Contract, or may direct the Contractor to discontinue the Work or any designated portion thereof and take possession of the site or any portion thereof and possession and use of any and all materials, equipment, tools, equipment and machinery thereon owned by the Contractor and may finish the Work or any portion thereof by whatever method it may deem expedient. In such case the Contractor shall not be entitled to receive any further payment until the Work is fully completed. The Authority shall not be liable for any depreciation, loss or damage to such materials, equipment or tools during such use thereof, nor thereafter prior to removal thereof by the Contractor after completion of the Work. The Authority may, at its option, require the Contractor's surety or sureties to complete the Work in accordance with the Contract Documents.
-28- GENERAL CONDITIONS 12.1.2 When the Work is fully completed, if the costs incurred by the Authority in finishing the Work, including the cost of any additional services of the Authority or others, when added to the payments made to the Contractor prior to termination, exceed the Contract Sum, the Contractor shall pay the amount of such excess to the Authority with interest thereon from the date incurred by the Authority until paid by the Contractor at the rate of two percent (2%) in excess of the base prime rate of interest published from time to time by The Bank of America. If the sum of such costs and payments is less than the Contract Sum, the Contractor shall be paid for any costs, incurred by the Contractor but not paid for prior to the termination, to the extent that such payment does not cause the total of payments to the Contractor when added to the cost of finishing the Work to exceed the Contract Sum. In case of such termination of the Contract pursuant to this Article 12, the Authority may, at its election, assume and become liable for obligations, commitments and unsettled claims that the Contractor has previously undertaken or incurred in good faith in connection with the Work. Should the Authority so elect, the Contractor shall execute and deliver all such documents and take all such steps, including the legal assignment of his contractual rights, as the Authority may require, for the purpose of fully vesting in itself the rights and benefits of the Contractor under subcontracts or other obligations or commitments. All payments due the Contractor under the Contract shall be subject to a right of offset by the Authority for expenses and damages suffered by the Authority as a result of any default, acts or omissions of the Contractor.
12.1.3 Upon ten (10) days' written notice, the Authority shall have the right to cancel the Contract at any time whether or not any of the events specified in Subparagraph 12.1.1 shall have occurred, and the Authority shall incur no liability to the Contractor or any other person by reason of such cancellation. Notwithstanding the preceding sentence, if such cancellation is not due in whole or in part to any fault of the Contractor, the Authority shall pay to the Contractor a sum equivalent to the unpaid value of the Work completed as reasonably determined by the Authority as of the date of the aforesaid notice of the Authority to cancel, including an amount equal to the reasonable profit attributable to the percentage of the Work completed as reasonably determined by the Authority.
ARTICLE 13 - DISPUTE RESOLUTION
13.1 CLAIMS AND DISPUTES
13.1.2 No such claim, dispute or other matter in question shall constitute grounds for the Contractor to delay progress of the Work, and the Contractor shall carry on the Work and maintain its progress during consideration of any such claim, dispute or other matter by the Authority. The decision of the Authority with respect to any and all such claims, disputes or other matters in question shall be final and conclusive, provided that any party having complied with the provisions of Subparagraph 13.1.3, below, may file an action in a court of competent jurisdiction challenging the decision of the Authority or otherwise seeking final resolution of the claim, dispute or other matter in question, provided that (i) no such action may be brought until completion of all Work under this Contract, or earlier termination of this Contract, and (ii) all
-29- GENERAL CONDITIONS such actions, together with any other outstanding claims or disputes, shall be aggregated for trial in a single action.
13.1.3 The decision of the Authority on any such claim, dispute or other matter in question shall be final and binding upon the Authority and the Contractor, unless the Authority or the Contractor gives written notice to the Authority of its objection to such decision within ten (10) days after receipt by such aggrieved party of the Authority's decision and commences an action challenging the Authority's decision in a court of competent jurisdiction within the time permitted by law. If either party fails to give notice of objection to the Authority's decision within such ten-day period, he shall be conclusively deemed to have waived his right to object to such decision. If the Authority renders a decision after court proceedings have been commenced, such decision may be entered as evidence but will not supersede any such proceedings unless the decision is acceptable to all parties concerned. In any matter as to which litigation is instituted, the tribunal shall be entitled to award attorney's fees, costs, and expenses if it shall determine that any party acted in a frivolous manner, exaggerated or inflated any claim or used dilatory tactics in any regard.
13.1.4 Prior to commencing litigation as to any claim, dispute or other matter in controversy, the parties shall discuss the possibility of resolution of such claim, dispute or controversy through non-binding mediation or other alternative dispute resolution methods. If the parties agree to mediation, the fees and expenses of the mediator shall be borne equally by the parties, unless otherwise agreed.
ARTICLE 14 - MISCELLANEOUS PROVISIONS
14.1 CONTRACT DOCUMENTS
14.1.1 The Contract Documents form and comprise the entire agreement between the parties hereto, and supersede all prior negotiations, representations and agreements, whether written or oral. Unless otherwise provided herein, the Contractor may not assign its rights or obligations under all or any portion of the Contract Documents nor shall the Contractor assign any moneys due or to become due under the Contract Documents without the written consent of the Authority, which consent may be withheld or granted in its sole discretion. Any such assignment without the written consent of the Authority shall be void and the assignee in such case shall acquire no rights in the Contract or to receive any moneys
14.1.2 The Contract shall be governed by the laws of the Commonwealth of Massachusetts.
14.2 RIGHTS AND REMEDIES
14.2.1 The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law.
-30- GENERAL CONDITIONS 14.2.2 No action or failure to act by the Authority, or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.
14.2.3 No consent or waiver, express or implied, by the Authority to, or of, any breach of any covenant, condition or duty of the Contractor shall be construed as a consent to or waiver of any other breach of the same or any other covenant, condition or duty.
14.3 ANTI-BOYCOTT COVENANT
14.3.1 The Contractor warrants, represents and agrees that during the time this Contract is in effect, neither it nor any affiliated company, as hereafter defined, participates in or cooperates with an international boycott, as defined in Section 999(b)(3) and (4) of the Internal Revenue Code of 1954, as amended, or engages in conduct declared to be unlawful by Section 2 of Chapter 151E, Massachusetts General Laws. If there shall be a breach in the warranty, representation and agreement contained in this paragraph, then without limiting such other rights as it may have the Authority shall be entitled to rescind this contract. As used herein, an affiliated company shall be any business entity or which at least 51% of the ownership interests are directly or indirectly owned by the Contractor or by a person or persons or business entity or entities directly or indirectly owning at least 51% of the ownership interest of the Contractor, or which directly or indirectly owns at least 51% of the ownership interests of the Contractor. This provision is included in the Contract pursuant to Commonwealth of Massachusetts Executive Order No. 130.
14.4 RIGHT OF AUDIT
14.4.1 The Governor of the Commonwealth of Massachusetts or his designee, the Secretary of Administration and Finance of the Commonwealth of Massachusetts, and the State Auditor or his designee shall have the right at reasonable times and upon reasonable notice to examine the books, records and other compilations of data of the Contractor and all Subcontractors which pertain to the performance of the provisions and requirements of this Contract. This provision is included in the Contract pursuant to Commonwealth of Massachusetts Executive Order No. 195.
-31- GENERAL CONDITIONS SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES
The following provisions are severable, and if any of these provisions shall be held unconstitutional by any court of competent jurisdiction, the decision of such court shall not affect or impair any of the remaining provisions or any other provisions of the Contract.
I. DEFINITIONS AND GOALS
A. Definitions
1. Minority Business Enterprise (MBE). A business concern which is owned and controlled by one or more minority individuals. For purposes of this provision, owned and controlled means a business: (a) which is at least fifty-one percent (51%) owned by one or more minority individuals, or in the case of a corporate form of organization, minority principals must hold at least fifty-one percent (51%) of each class of each class of stock; (b) the minority owners shall demonstrate that they have dominant control over management; (c) the business has not been established solely for the purpose of taking advantage of a special program which has been developed to assist minority businesses. (d) In the case of a joint venture between a minority business meeting the requirements of clauses (a) to (c), inclusive, and a non-minority business, the joint venture shall be found to be a minority if the minority business meeting the requirements of said clauses (a) to (c) inclusive, shall have more than one-half control over management of the project bid upon and shall have the right to receive more than one-half of the profits deriving from that project.
2. Women Business Enterprise (WBE). A business concern which is owned and controlled by one or more women meeting the requirement set forth in clauses 1 (a) to 1 (d) inclusive, of the definition of minority business enterprise, except that the terms “women”, “women owners”, and “women owned business”, shall be substituted for the terms “minority” and “minority persons”, ”minority owners”, and “minority business” appearing in the definition.
3. Certification Letter. A letter or other document issued by SDO certifying, confirming or otherwise establishing the status of the subject contractor as an MBE or WBE.
4. Commission. The Massachusetts Commission Against Discrimination, or an officer, employee or agent thereof designated by the Commission for the particular purpose involved.
5. Contract. The Engagement Agreement for Consulting Services between MCCA and the Contractor, and any other contract entered into by MCCA for services for the Project in which these Special Provisions are expressly incorporated.
6. Contractor. The entity selected by MCCA for award of the Contract.
SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 1
7. Fee. The fee specified in the Contract as compensation to the Contractor.
8. Letter of Intent. A document to be signed by a principal of a Minority Business Enterprise or Women Business Enterprise with respect to certain work under the Contract, in the form attached to these Special Provisions or other form specified or approved by MCCA.
9. MCCA. The Massachusetts Convention Center Authority or an officer, employee or agent thereof designated by the MCCA for the particular purpose involved.
10. Minority. Any citizen or lawful permanent resident of the United States who comes within one or more of the following definitions:
(a) “Native American or American Indian” means all persons having origin in any of the original peoples of North America and who are recognized as Native American by a tribe or tribal organization.
(b) “Asian” means all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands, including but not limited to China, Japan, Korea, Samoa, India and the Philippine Islands.
(c) “African American” or “Black” means all persons having origins in any of the Black groups of Africa, and all persons having origins in any of the original peoples of the Cape Verdian Islands.
(d) “Western Hemisphere Hispanic” means all persons having origins in any of the Spanish-speaking peoples of Mexico, Puerto Rico, Cuba, Central or South America or the Caribbean Islands.
(e) Eskimo or Aleut means all persona having origins in any of the peoples of Northern Canada, Greenland, Alaska, and Eastern Siberia.
11. Performance. The provision of services, labor, labor and materials, equipment, supplies or materials pursuant to a contract or subcontract in connection with the services described in the Contract.
12. Percentage Participation. The ratio of (i) the actual dollar amount to be paid to an M/WBE for work performed under the Contract to (ii) the total Fee under the Contract.
13. RFP. The Request for Proposals issued by MCCA soliciting applications or proposals from firms interested in performing consulting services for the Project.
14. Women. Any citizens or lawful permanent residents of the United States who are of the female gender.
SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 2
15. Words used in these Special Provisions and not otherwise defined herein shall have the meanings assigned in the Contract.
B. Goals
Subject to the terms of these Special Provisions, the following M/WBE participation goals shall apply to the Contract:
M/WBE combined participation goal: 10.4%
In fulfilling the combined goal, the Contractor must include a reasonable representation of both MBE and WBE firms that meets or exceeds the combined goal. In cases where the Prime Contractor is an SDO certified MBE or WBE, the prime contractor must bring a reasonable amount of participation by a firm or firms that hold the certification which is not held by the prime contractor on the project. If the Contractor is not itself an MBE or WBE, then M/WBE participation credit will be given for the value of any work under the Contract that is actually performed by each MBE or WBE subcontractor or subconsultant (hereafter “subcontractors”) to the Contractor. Proposed participation on projects which consists solely of either an MBE or WBE representing 100% of the overall combined goal will not be considered reasonable participation
A. If the Contractor is a joint venture with one or more MBE/WBE joint ventures, M/WBE participation credit shall be given to the joint venture as follows:
(1) If the joint venture is certified by SDO as an MBE or WBE. MBE/WBE Participation credit shall be given in an amount equal to the entire Contract Price.
(2) If the joint venture is not certified as an MBE or WBE by SDO. MBE/WBE participation credit shall be given to the joint venture for the value of the Work that is performed by the M/WBE joint venture(s), and for the value of the Work that is actually performed by each MBE or WBE subcontractor or sub-subconsultant.
B. If a M/WBE supplies, but does not install equipment or materials, M/WBE participation credit shall be given only if the M/WBE supplier is regularly engaged in sales of equipment or supplies to the construction industry from an established place of business. M/WBE participation credit shall be given the full amount of the purchase order only if the M/WBE supplier manufactures the goods or substantially alters them before resale. Otherwise, a contractor may count toward its M/WBE goal 60 percent of the total bid price for its expenditures of its materials and supplies required under a contract and obtained from a M/WBE regular supplier.
C. Establishing MBE/WBE Status
SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 3
(1) A minority owned business shall be considered as an MBE only if it has been certified as a minority business enterprise by the state Supplier Diversity Office (“SDO”).
(2) A women owned business shall be considered as a WBE only if it has been certified as a minority business enterprise by the state Supplier Diversity Office (“SDO”).
(3) Certification as a disadvantaged business enterprise (“DBE”), certification as MBE/WBE by any agency other than SDO, or submission of an application to SDO for certification as an M/WBE shall not confer M/WBE status on a firm for the purposes of this Contract.
II. CONTRACT COMPLIANCE
Within thirty (30) days after the award of this Contract, the Contractor shall (i) execute a subcontract with each M/WBE subcontractor which has executed a Letter of Intent Approved by MCCA(ii) furnish MCCA with a signed copy of each such subcontract and sub-subcontract.
All M/WBE Certification Letters must be current and updated. If during the term of the Contract a previously listed M/WBE is deemed ineligible for certification by SDO, or if a firm’s M/WBE designation is rescinded for any reason, the Contractor shall, if requested by MCCA, propose a replacement M/WBE consistent with the provisions of these Special Provisions.
A. Performance of Contract work by M/WBEs
1. The Contractor shall not perform with its own organization or subcontract or assign to any other firm work designated to be performed by any M/WBE Work without the prior written approval of MCCA, nor shall any M/WBE assign or subcontract to any other firm, or permit any other firm to perform any of its M/WBE Work without the prior written approval of MCCA. ANY SUCH UNAPPROVED ASSIGNMENT, SUBCONTRACTING, SUB- SUBCONTRACTING, OR PERFORMANCE OF M/WBE WORK BY OTHERS SHALL BE A CHANGE IN THE M/WBE WORK FOR THE PURPOSES OF THIS CONTRACT. MCCA SHALL NOT APPLY TO THE M/WBE PARTICIPATION GOAL(S) ANY SUMS ATTRIBUTABLE TO SUCH UNAPPROVED ASSIGNMENTS, SUB-CONTRACTS, SUB- SUBCONTRACTS, OR PERFORMANCE OF M/WBE WORK BY OTHERS.
2. The Contractor shall be responsible for monitoring the performance of M/WBE Work to ensure that each scheduled M/WBE performs its own M/WBE Work with its own workforce.
3. The Contractor and each M/WBE shall provide the MCCA with all information and documentation that the MCCA determines is necessary to ascertain whether or not a M/WBE has performed its own M/WBE Work. At the discretion of the MCCA, failure to submit such
SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 4
documentation to the MCCA shall establish conclusively for the purpose of giving M/WBE participation credit under this Contract that such M/WBE did not perform such work.
4. With each progress payment request submitted by the Contractor to the MCCA, the Contractor must provide the Contractor Progress Payment Report indicating the value of payments for each M/WBE firm for that period.
5. The Contractor shall periodically submit to MCCA a completed and executed Contractor Certification of Payment to Minority and Women Business Enterprises in the form attached to these Special Provisions. MCCA shall establish the schedule for submitting such certifications, which shall not be less often than quarterly.
6. The Contractor and each M/WBE shall provide MCCA with all other information and documentation that MCCA determines is necessary to ascertain whether or not an M/WBE has performed its own M/WBE Work.
7. At the discretion of MCCA, the failure of the Contractor to submit a required Contractor’s Certification of Payment to Minority and Women Business Enterprises or any other documentation that MCCA has determined is necessary to ascertain whether or not an M/WBE has performed its own M/WBE Work shall establish conclusively for the purpose of giving M/WBE participation credit under this Contract that such M/WBE did not perform such work.
8. The provisions of the Contract concerning subcontracting are incorporated by reference into these provisions. Standard MCCA procedures on approval of subcontractors will continue to apply. The MCCA retains the right to approve or disapprove all subcontractors.
9. During the term of the Contract, the Contractor’s fulfillment of the requirements stated in the Section II A. above shall be determined with reference to the Fee established in the Contract executed with the MCCA. If the Fee increases after execution of the Contract due to additional services or other adjustments, MCCA may, but is not obligated to, require the Contractor to subcontract additional work or to purchase additional goods and services from M/WBEs in order to comply with the percentage goals stated in Section I B. above.
B. Notification of Changes in M/WBE Work
If at any time during the performance of the Contract the Contractor determines or has reason to believe that (i) a contracted M/WBE is unable or unwilling to perform its M/WBE Work, or (ii) there has been or will be a change in the value or scope of any M/WBE Work, or that a party different from the scheduled M/WBE will perform all or part of such work, or (iii) the Contractor will be unable to meet the M/WBE participation goals for this Contract for any reason, the Contractor shall notify MCCA in writing of such circumstances immediately. Any notice that there will be a change in the value or scope of M/WBE Work or that a party different from the scheduled M/WBE will be performing such work, that is given to MCCA pursuant to this Section II B. shall include a revised Schedule of M/WBE Participation and
SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 5
additional or amended Letters of Intent and subcontracts, as the case may be, all of which shall be subject to the approval of MCCA.
C. Actions Required if There is a Reduction in M/WBE Participation
1. In the event there is a change or reduction in any M/WBE Work which will result in the Contractor failing to meet the M/WBE participation goals for this Contract, other than a reduction in M/WBE Work resulting from a change in the Contract work ordered by MCCA, then the Contractor shall immediately make a diligent, good faith effort to make up the shortfall in M/WBE participation as follows:
(a) The Contractor shall identify all items of work remaining to be performed under the Contract that may be made available for subcontracting to M/WBEs and shall send a list of such items of work to MCCA for its approval. The Contractor shall also send the MCCA a list of the remaining items of Contract work that may not be made available to M/WBEs in the Contractor’s opinion, and a statement of the reason why each such item of work may not be made available for subcontracting to M/WBEs.
(b) The Contractor shall send written notices soliciting proposals to perform the items of work that may be made available for subcontracting to M/WBEs to all M/WBEs qualified to perform such work. The Contractor shall advise MCCA of (i) each M/WBE solicited, and (ii) each M/WBE listed in the SDO directory under the applicable category of work who was not solicited and the reasons therefore. The Contractor shall also advise MCCA of the dates notices were mailed and provide a copy of the written notice(s) sent.
(c) The Contractor shall make reasonable efforts to follow up the written notices sent to M/WBEs with telephone calls or personal visits in order to determine with certainty whether the M/WBEs are interested in performing the work. Phone logs or other documentation must be submitted to MCCA evidencing this effort.
(d) The Contractor shall make reasonable efforts to assist M/WBEs that need assistance in obtaining insurance, bonds, or lines of credit in order to perform work under the Contract, and shall provide MCCA with evidence that such efforts were made.
(e) The Contractor shall provide MCCA with a statement of the response received from each M/WBE solicited, including the reason for rejecting any M/WBE which submitted a proposal.
(f) The Contractor shall take any additional measures reasonably requested by MCCA to meet the M/WBE participation goal(s) established for this Contract, including, without limitation, placing advertisements in appropriate media and trade association publications announcing the Contractor’s interest in obtaining proposals from M/WBEs, and/or sending written notification to M/WBE economic development assistance agencies, trade groups and
SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 6
other organizations notifying them of the project and of the work available to be subcontracted by the Contractor t to M/WBEs.
2. The Contractor shall submit to MCCA all information or documentation that is necessary in the judgment of MCCA to ascertain whether or not the Contractor has complied with any of the provisions of this Section.
3. If the Contractor is unable to meet the M/WBE participation goals for this Contract after complying fully with each of the requirements of paragraphs (1) and (2) above, and the Contrator is otherwise in fully compliance with the terms of these Special Provisions, the MCCA may reduce the MBE/WBE participation goals for this Contract to the extent that such goals cannot be achieved.
D. Suspension of Payment and/or Performance for Noncompliance
1. If at any time during the performance of the Contract, MCCA determines or has reason to believe that (i) there has been a change or reduction in any M/WBE Work which will result in the Contractor failing to meet the M/WBE participation goals for this Contract, other than a reduction in M/WBE Work resulting from a change in the Contract work ordered by MCCA, and (ii) the Contractor has failed to comply with all of the terms and conditions of Section II A. through C. above, MCCA may:
(a) suspend payment to the Contractor of an amount equal to the value of the work which was to have been performed by a M/WBE pursuant to the Contractor’s Schedule of M/WBE Participation but which was not so performed, in order to ensure that sufficient Contract funds will be available if liquidated damages are assessed pursuant to Section II E. below, and/or
(b) suspend the Contractor’s performance of this Contract in whole or in part.
2. MCCA shall give the Contractor prompt written notice of any action taken pursuant to paragraph 1 above and shall give the Contractor and any other interest party, including any M/WBEs, an opportunity to present evidence to MCCA that the Contractor is in compliance with the requirements of these Special Provisions or that there is some justifiable reason for waiving the requirements of these Special Provisions in whole or in part. MCCA may invite SDO or the Commission to participate in any proceedings undertaken pursuant to this paragraph.
3. Upon a showing that the Contractor is in full compliance with the requirements of these Special Provisions, or that the Contractor has met or will meet the M/WBE participation goals for this Contract, MCCA shall release any funds withheld pursuant to clause (a) of paragraph 1 and lift any suspension of the Contractor’s performance under clause (b).
SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 7
E. Liquidated Damages; Termination
1. If payment by MCCA or performance by the Contractor is suspended by MCCA as provided in Section II D. above, MCCA shall have the following rights and remedies if the Contractor thereafter fails to take all action necessary to bring the Contractor into full compliance with the requirements of these Special Provisions or, if full compliance is no longer possible because the default of the Contractor is no longer susceptible to cure, if the Contractor fails to take such other action as may be required to meet the M/WBE participation goals set forth in Section I B.:
(a) MCCA may terminate the Contract, and/or
(b) MCCA may retain from final payment to the Contractor as liquidated damages, an amount not to exceed the difference between the total amount of M/WBE participation based on the goals set forth in Section I B. of these Special Provisions, and any amounts paid or owing to M/WBE’s for M/WBE Work actually performed by them under this Contract, the parties agreeing that the damages for failure to meet the M/WBE participation goals are difficult to determine and that the foregoing amount to be retained by MCCA represents the parties’ best estimate of such damages. Any liquidated damages will be assessed separately for MBE and WBE participation.
2. Before exercising its rights and remedies hereunder, MCCA may, but MCCA shall not be obligated to, give the Contractor and any other interested party another opportunity to present evidence to MCCA that the Contractor is in compliance with the requirements of these Special Provisions or that there is some justifiable reason for waiving the requirements of these Special Provisions in whole or in part. MCCA may invite SDO or the Commission to participate in any proceedings undertaken hereunder.
F. MCCA’s Right to Waive Special Provisions in Whole or in Part
MCCA reserves the right to waive any provision or requirement of these Special Provisions if MCCA determines that such waiver is justified and in the public interest. No such waiver shall be effective unless in writing and signed by MCCA’s Affirmative Marketing Construction Officer. No other action or inaction by MCCA shall be construed as a waiver of any Provision of these Special Provisions.
SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 8
Forms and Submittals
TITLE SUBMITTAL
Schedule of M/WBE Participation Due from Contractor applicant no later than five (5) working days of the opening of General Bids.
Letter(s) of Intent Completed by M/WBE, and submitted by the General Bidder within five (5) workings day of the opening of General Bids or by Filed Sub-bidder with its bids.
Current Certification Letter(s) Same as above.
Signed Copy of Each Subcontract with Approved M/WBE Due from Contractor within thirty (30) days after the award of Contract.
Contractor’s Certification of Payment to Minority and Women Business Enterprises Due from the Contractor on a periodic basis established by MCCA.
SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 9
MASSACHUSETTS CONVENTION CENTER AUTHORITY
SCHEDULE OF M/WBE PARTICIPATION
Project Number______Project Location______Project Name ______
A. Filed Sub-bidders utilizing MBE/WBE firms, and MBE/WBE Sub-bidders - attach to Filed Sub-bid. B. General Contractor must submit to the MCCA within five (5) working days of the opening of General Bids.
BIDDER CERTIFICATION: The Bidder agrees that if awarded the contract it will expend at least the amount of the contract set forth below for MBE/WBE participation. For purposes of this commitment, the MBE and WBE designation means that a business has been certified by SDO as either a MBE, WBE or MBE/WBE. The Bidder must indicate the MBE/WBE firms it intends to utilize on the project as follows (attach additional sheets if necessary):
Company Name & MBE Describe M/WBE Supplier or Total Dollar Address or Scopes of Work Subcontractor/Subconsultant. Value of WBE (clarify “Labor If Supplier, Indicate Total Participation Only”, “Material Value of Supplies (60% of Only” or “Labor total Counts toward and Material”) Participation) 1.
2.
3.
4.
5.
M/WBE Goal: $______Total Dollar Value of M/WBE Commitment: $______
The undersigned hereby certifies that he/she has read the terms and conditions of the contract with regard to M/WBE participation and is authorized to bind the Bidder to the commitment set forth above.
Name of Firm______
Business Address______
Print Name______
Authorized Signature ______
Title______
Telephone No.______Fax No.______
Date______
MASSACHUSETTS COVENTION CENTER AUTHORITY LETTER OF INTENT (To be completed by MBE/WBE, and submitted by the General Bidder to the MCCA within five (5) working days of the opening of General Bids or by Filed Sub-bidder with its bid.)
Project Number______Project Name ______Project Location ______To ______Name of General Bidder/Sub-bidder
Indicate SDO Certification: ______MBE ______WBE ______M/WBE
WARNING: Misrepresenting your firm’s SDO certification may result in disqualification from this and other MCCA – funded projects.
1. This firm intends to perform work in connection with the above project. 2. This firm is currently certified by SDO to perform the work identified below, and has not changed its minority/women ownership, control, or management without notifying SDO within thirty (30) days of such a change. 3. This firm understands that if the General Bidder/Sub-bidder referenced above is awarded the contract, the Bidder intends to enter into an agreement with this firm to perform the activity described below for the prices indicated. This firm also understands that the above referenced firm, as General Bidder/Sub-Bidder, will make substitutions only as allowed by the terms of the Contract. 4. This firm understands that under the terms of the contract, only work actually performed by a M/WBE will be credited toward M/WBE participation goals, and this firm cannot assign or subcontract out any of its work without prior written approval of the MCCA , and that any such assignment or subcontracting will not be credited toward M/WBE participation goals. M/WBE PARTICIPATION Section/Item Number Describe M/WBE Scopes of Work If Supplier, Indicate Dollar Value (If Applicable) (Clarify “Labor Only:, “Material Only” Total Value of Supplies of or “Labor and Material”) (60% of Total Counts Participation Toward Participation)
Please advise MCCA immediately if either party attempts to renegotiate the above. Total Dollar Value: $______
Name of MBE/WBE Firm______
Business Address______
Print Name______
Authorized Signature ______
Title______
Telephone No.______Fax No.______
Date ______
MASSACHUSETTS CONVENTION CENTER AUTHORITY CONTRACTOR’S CERTIFICATION OF PAYMENT TO MINORITY AND WOMEN BUSINESS ENTERPRISES
Project Number: ______
Project Name: ______
Project Location: ______
Date: ______
Periodical Payment No.: ______
General Contractor: ______
MBE and/or WBE: ______
One copy of this report is to be submitted for each Minority Business Enterprise (MBE) and/or Women Business Enterprise (WBE) at the time of submitting a request for payment. Copies of the report must be sent to the Minority Business Enterprise (MBE) and/or Women Business Enterprise (WBE) named above and to the MCCA.
1. The total price to be paid to the above-named Minority Business Enterprise ______and/or Women Business Enterprise ______: $______
2. The amount remitted to the Minority Business Enterprise and/or Women Business Enterprise as of the above date for work performed under this project: $______
3. Balance due the Minority Business Enterprise and/or Women Business Enterprise as of the above date for work performed under the above-named project: $______
4. Comments or explanation of amounts indicated under items 1 and 2 above: ______
______
______
______
______
5. We hereby certify that the information supplied herein (including pages attached) is correct and complete. General Contractor: Minority and/or Women Business Enterprise ______(Signed) (Signed) ______(Title) (Title) ______(Date) (Date)
AFFIDAVIT OF COMPLIANCE AND VOTE OF CORPORATION
___ Massachusetts Business Corporation ___ Foreign (non-Mass.) Corp. ___ Non-Profit Corporation
I, , President/Clerk of [Name of Corporation] whose principal office is located at do hereby certify that the above named corporation has filed with the Massachusetts Secretary of State all certificates and annual reports required by Chapter 156B, Section 109 (business corporation), by Chapter 181, Section 4 (foreign corporation) or by Chapter 180, Section 26A (non-profit corporation) of the Massachusetts General Laws.
SIGNED UNDER THE PENALTIES OF PERJURY this day of , 20__ Signature of Responsible Corporate Officer ______Title If a corporation, complete below or attach to each signed copy of the Contract a notarized copy of vote of corporation authorizing the signatory to sign this Contract.
At a duly authorized meeting of the Board of Directors of held on [Name of Corporation] [Date] at which all the Directors were present or waived notice, it was VOTED, that,
[Name] [Office]
of this corporation be and hereby is authorized to execute contracts, bonds and other instruments in the name and behalf of said corporation and affix its corporate seal thereto, and such execution of any contract or other instrument or obligation in this corporation's name on its behalf by such of the corporation, shall be valid and binding upon this corporation. [Officer]
I hereby certify that I am the Clerk of is ______the duly elected______[Name] [Office] of said corporation, and that the above vote has not been amended or rescinded and remains in full force and effect as of the date of this Contract. A true copy,
ATTEST ______Clerk Place of Business ______
Corporate Seal
- 1 - AFFIDAVIT OF COMPLIANCE STATEMENT OF STATE TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I,
______[Name and Title], authorized signatory for ______[Contracting Party], whose principal place of business is at ______[Address], do hereby certify under the pains and penalties of perjury that
______[Contracting Party] has complied with all laws of the Commonwealth relating to taxes.
______Authorized Signature
______Date
STATEMENT OF MCCA c.149 - 1 - STATE TAX COMPLIANCE
Project/Contract Name: ______
Date of Authority-Contractor Agreement: ______
MASSACHUSETTS CONVENTION CENTER AUTHORITY
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS, that we ______with a place of business at ______, as Principal (the "Principal"), and ______, a corporation licensed or authorized by the Commissioner of Insurance to do business in the Commonwealth of Massachusetts, with a place of business at ______, as Surety (the "Surety"), are held and firmly bound unto the Massachusetts Convention Center Authority, 415 Summer Street, Boston, Massachusetts 02210, as Obligee (the "Obligee"), in the sum of ______Dollars ($______) lawful money of the United States of America, to be paid to the Obligee, for which payment, well and truly to be made, we bind ourselves, our respective heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has made a contract with the Obligee bearing the date specified above for the Project specified above, which Contract is attached hereto and, together with all the Contract Doc- uments referred to therein, is incorporated herein by this reference and is referred to herein as the Contract.
NOW THE CONDITION of this obligation is such that if the Principal shall well and truly keep and perform all the undertakings, covenants, agreements, terms and conditions of said Contract and any extensions thereof that may be granted by the Obligee, with or without notice to the Surety, and during the life of any guaranty or warranty required under the Contract, and shall also well and truly keep and perform all the undertakings, covenants, agreements, terms and conditions of any and all duly authorized modifications, alterations, changes or additions to the Contract that may hereafter be made, notice to the Surety of such modifications, alterations, changes or additions being hereby waived, then this obligation shall become null and void; otherwise it shall remain in full force and effect.
WHENEVER the Principal shall be, and declared by the Obligee to be, in default under the Contract, the Surety hereby further agrees that the Surety shall, if requested by the Obligee, promptly complete the Contract in accordance with its terms and conditions.
In witness whereof we hereunto set our hands and seals this __ day of ______, ____.
[Principal] [Surety]
By: (seal) By: (seal)
(Title) (Title)
Surety Agent: Address:
Telephone:
- 1 - PERFORMANCE BOND Project/Contract Name: ______
Date of Authority-Contractor Agreement: ______
MASSACHUSETTS CONVENTION CENTER AUTHORITY
LABOR AND MATERIAL PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS, that we ______with a place of business at ______, as Principal (the "Principal") and ______, a corporation licensed or authorized by the Commissioner of Insurance to do business in the Commonwealth of Massachusetts, as Surety (the "Surety"), are held and firmly bound unto the Massachusetts Convention Center Authority, 415 Summer Street, Boston, Massachusetts 02210, as Obligee (the "Obligee"), in the sum of ______Dollars ($______) lawful money of the United States of America, to be paid to the Obligee, for which payment, well and truly to be made, we bind ourselves, our respective heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has made a contract with the Obligee bearing the date specified above for the Project specified above, which Contract is attached hereto and, together with all the Contract Documents referred to therein, is incorporated herein by this reference and is referred to herein as the Contract.
NOW THE CONDITION of this obligation is such that if the Principal shall pay for all labor performed or furnished and for all materials used or employed in the Contract and in any and all duly authorized modifications, alterations, extensions of time, changes or additions to the Contract that may hereafter be made, notice to the Surety of such modifications, alterations, extensions of time, changes or additions being hereby waived, the foregoing to include any other purposes or items set out in, and to be subject to, the provisions of Massachusetts General Laws, Chapter 30, Section 39A, and Chapter 149, Section 29, as amended, which provisions are hereby incorporated in this bond, then this obligation shall become null and void; otherwise it shall remain in full force and effect.
In witness whereof we hereunto set our hands and seals this ____ day of ______, _____.
[Principal] [Surety]
By: (seal) By: (seal)
(Title) (Title)
Surety Agent: ______Address: ______Telephone:______
MCCA c.149; - 1 - LABOR AND MATERIAL PAYMENT BOND MASSACHUSETTS CONVENTION CENTER AUTHORITY SECURITY EQUIPMENT MAINTENANCE EXHIBIT – A - SCOPE OF SERVICES
I. GENERAL
A. Summary of Work
1. The purpose of this Contract is to provide scheduled and weekly preventive maintenance services of the specified security equipment comprising the Authority's security system, non-emergency and emergency on-call maintenance and repair services of such security equipment, security equipment programming and integration services, other miscellaneous work, and the furnishing of security equipment spare parts and replacement parts necessary to maintain such security equipment in proper operating condition
2. Preventative Maintenance services, emergency on-call services, integration and programming services and other miscellaneous work shall be billed on a time and material basis.
3. The Authority's security system includes but it is not limited to an access control / intrusion alarm system (IA), Digital IP video camera system, AXIS people counting and occupancy engine / reporting system, emergency intercom system, visitor management and Video Wall System. These systems are partially integrated and act together as one unified system of security for the Authority.
4. Specifically, the IA system and the Video Security system to be integrated by both hardwire input/outputs interlock connections and by customized programming code SDK’s that facilitate communication between IA and Video Security hardware/software.
Typical integration set-up within the Authority's security system will require the Video Security system to respond to the IA system inputs by automatically panning and zooming to pre-programmed views and configurations of designated alarm locations.
The relationship between all systems must be maintained in order to consider the MCCA security system operational which may involve working with multiple vendors and or integrators.
5. Security system equipment which will be serviced under this Contract will include, but not be limited to the following:
a. Digital IP Video Security Systems
• Genetec Video Management System
Scope of Services Exhibit A -1- • Genetec IPVID Server Roles • Genetec IP Security Desk Client • Genetec AutoVu License Plate Recognition Role • Genetec Config Tool • Panasonic Pan, Tilt, Zoom (PTZ) • Panasonic Fixed • Axis Pan, Tilt, Zoom (PTZ) • Axis Fixed • Axis 360/180 Degree Cameras • Flir Thermal Cameras
b. Badging Printer(s) • Fargo DTC4500e Dual Sided Printer
c. Visitor Management System • Stopware Passagepoint Client • Stopware Passagepoint Server • DataLogic Scanners • Dymo Label Printers
d. Emergency Speaker Phone System • Commend Virtuosis • All other associated equipment with Emergency Speaker
e. Occupancy System • AXIS People Counting and Occupancy Estimator
6. Services under this Contract shall be provided at the Authority facilities listed below, and at other similar Authority facilities as may be directed by the Authority:
• Boston Convention & Exhibition Center 415 Summer Street, Boston • John B. Hynes Veterans Memorial Convention Center 900 Boylston Street, Boston • Boston Common Garage Zero Charles Street, Boston
7. The Contract Time for this Contract One (1) calendar year from the effective date of the Authority’s Notice to Proceed. With the option to renew for not more than two additional, consecutive one-year periods, at the sole discretion of the Authority.
8. All Work under this Contract, except for emergency on-call maintenance and repair services, shall be performed between the hours of 7:00 a.m. and 4:00 p.m.,
Scope of Services Exhibit A -2- Monday through Friday, excluding the below listed Authority observed holidays.
9. No Work under this Contract except for emergency on-call maintenance and repair services shall be performed on the below listed Authority observed holidays:
a. New Year's Day. b. Martin Luther King Day. c. Presidents' Day. d. Evacuation Day. e. Patriot's Day. f. Memorial Day. g. Bunker Hill Day. h. Independence Day. i. Labor Day. j. Columbus Day. k. Veterans Day. l. Thanksgiving Day. m. Christmas Day.
B. Minimum Contractor Qualifications
1. The Contractor shall hold a Class A- Master Electrician or Class C- Systems Contractors license issued by the Commonwealth of Massachusetts' ("Commonwealth") Board of State Examiners of Electricians and an S-license issued by the Commonwealth's Department of Public Safety licensing the Contractor to engage in the business of installing, servicing, repairing, or maintaining security systems in the Commonwealth.
The Contractor shall also have continuously and regularly engaged in the business of installing, servicing, repairing and maintaining security equipment of similar type, size, scope, nature and level of complexity as the security equipment to be serviced under this Contract for a period of at least the last five (5) consecutive years, and during such time period shall have successfully performed security equipment installation, service, repair and maintenance on security equipment of similar type, size, scope, nature and level of complexity as the security equipment to be installed, serviced, repaired and maintained under this Contract under at least three (3) contracts of similar type, size, scope, nature and level of complexity as this security equipment maintenance and repair service Contract.
2. For the purposes of the above minimum Contractor experience qualification requirements, the installation, service, repair and maintenance of security equipment of similar type, size, scope, nature and level of complexity as the security equipment to be installed, serviced, repaired and maintained under this security equipment maintenance service Contract shall mean the installation,
Scope of Services Exhibit A -3- servicing, repair and maintenance of integrated security systems.
3. The Contractor shall also be certified as an authorized service provider for all the security manufacturers listed below and additionally shall present sufficient certification and/or experience / references as indicated:
Manufacturer Qualification Experience / References Panasonic I-Pro Certification 2 Reference of Similar Size / Scope Genetec Channel Partner 3 References of Similar size / scope Commend USA Authorized Reseller 2 Reference of Similar Size / Scope Stopware Authorized Reseller 2 Reference of Similar Size / Scope AXIS Communications Authorized Reseller 2 Reference of Similar Size / Scope RGB Spectrum Authorized Reseller 2 Reference of Similar Size / Scope
C. Minimum Contractor Personnel Qualifications
1. Service representatives designated by the Contractor to install, service, repair and maintain the security equipment under this Contract shall hold the following qualifications:
Manufacturer / Entity Qualification / Experience / Certification References MA Board of Electrical Class B or D Electrical 5 Years’ Experience Examiners License Dept of Public Safety Certificate of Clearance 5 Years’ Experience Panasonic I-Pro Certification 2 Years’ Experience Genetec Certified Partner 3 Years’ Experience Stopware Certified Partner 2 Years’ Experience AXIS Communications Certified Partner 2 Years’ Experience Commend USA Certified Partner 3 Years’ Experience
2. For the purposes of the above minimum Contractor personnel qualifications requirements, the installation, servicing, repair and maintenance of security equipment of similar type, size, scope, nature and level of complexity as the security equipment to be installed, serviced, repaired and maintained under this security equipment maintenance service and repair Contract shall mean the installation, servicing, repair and maintenance of an integrated security systems operation.
Scope of Services Exhibit A -4-
3. Service representatives designated by the Contractor to install, service, repair and maintain the security equipment under this Contract shall also be certified as qualified to install, service, repair and maintain all equipment by the specified manufacturers.
4. Within five (5) business days of the date of the Authority’s Notice to Proceed , the Contractor shall submit to the Authority all required licenses, Certificates of Clearance, resumes and proof of service representative installation, service, repair and maintenance certification for the service representatives designated by the Contractor to install, service, repair and maintain the security equipment under this Contract; provided, however, if at the time such installation, service, repair and maintenance certification documentation submission is due, the service representatives designated by the Contractor to install, service, repair and maintain the security equipment under this Contract lack certification to install, service, repair and maintain either Genetec Video Security software or are unable to timely submit such service representative installation, service, repair and maintenance certification documentation for Genetec Video Security software, for whatever reason, the Contractor shall cause the applicable designated service representatives to obtain the earlier omitted service representative installation, service, repair and maintenance certification from Genetec and the Contractor shall submit such earlier omitted service representative installation, service, repair and maintenance certification documentation to the Authority within ninety (90) days of the effective Notice to Proceed date.
5. If the Contractor fails to obtain and submit to the Authority the earlier omitted service representative installation, service, repair and maintenance certification documentation within ninety (90) days of the effective Notice to Proceed date, the Authority may, at its sole discretion, and without in any way limiting any other right it may have at law, or under this Contract, issue a default termination terminating the Contract for cause as provided for under the Contract and immediately award this Contract to the next lowest responsible and eligible bidder.
6. Failure on the part of the Contractor to submit all licenses and Certificates of Clearance for the service representatives designated by the Contractor to install, service, repair and maintain the security equipment under this Contract within such three (3) day time period, or within such other time period as the Authority may direct, shall permit the Authority at its sole discretion, without in any way limiting any other right it may have at law, or under this Contract, to immediately issue a default termination terminating the Contract for cause as provided for under the Contract and immediately award this Contract to the next lowest responsible and eligible bidder.
7. If the Authority, in its sole discretion, has objection to any proposed
Scope of Services Exhibit A -5- service representative designated by the Contractor to install, service, repair and maintain the security equipment under this Contract, the Contractor shall submit a resume and proof of required service representative installation, service, repair and maintenance certification for a substitute service representative, subject to the Authority's right, in its sole discretion, to object to any such substitute service representative, in accordance with the procedure set forth in this paragraph herein.
8. The Contractor shall be permitted to replace a service representative during the Contract time period subject to the Authority's right, in its sole discretion, to object to any such replacement service representative, in accordance with the procedure set forth in paragraph herein.
II. SCOPE OF CONTRACT SERVICES
A. Scheduled Maintenance Services
1. The Contractor shall perform scheduled weekly maintenance services at any of the MCCA facilities as directed by the MCCA Project Manager each work week. A proposed weekly schedule will be issued to the Contractor. However, the Contractor may be asked to vary from said schedule within 24 hours written notice of the weekly maintenance day by the MCCA because of extenuating circumstances. Maintenance Day may include but not limited to preventative maintenance, scheduled repair maintenance, and emergency maintenance. The Maintenance Day shall be considered two (2) eight (8) hour work day per work week at any of the MCCA facilities or a combination between multiple facilities.
2. All preventative maintenance and emergency maintenance shall be done in accordance with the respective manufacturers’ recommended standards and methods.
3. Scheduled maintenance services under the Contract shall only be performed by properly qualified service representatives designated by the Contractor to service and maintain the security equipment specified in Attachment A who meet or exceed the Minimum Contractor Personnel Qualifications requirements set forth in paragraph herein.
4. The Contractor will be responsible for determining all labor, tool and equipment requirements for the performance of all scheduled maintenance services under the Contract. The Contractor shall respond to each scheduled maintenance service call with all of the labor, tools and equipment necessary to properly complete the preventive maintenance service.
5. Security equipment which is covered by any existing warranty agreement shall receive all required scheduled preventive maintenance services under the Contract per manufacturer's recommendations in accordance with the terms of such warranty agreement. All other services performed by the Contractor under this Contract on
Scope of Services Exhibit A -6- security equipment covered by any existing warranty agreement shall also be performed per manufacturer recommendations in accordance with the terms of such warranty agreement.
6. Spare parts and replacement parts, if any, required for the performance of scheduled maintenance services shall, at the option of the Authority as provided for below either be provided by the Authority at no cost to the Contractor out of the Authority's existing inventory of spare and replacement parts, or be furnished by the Contractor to the Authority as provided for below.
7. Consumable materials such as lubricants, cleaning supplies and other similar type materials furnished and used by the Contractor in the performance of scheduled maintenance services on the specified security equipment comprising the Authority's security system shall be furnished by the Contractor, and shall also be paid for as provided in paragraph below.
8. The Contractor shall provide twenty four (24) hours minimum telephone notice of any proposed preventive maintenance service schedule change by contacting the Authority's Public Safety Center at 617-954-2222 (BCEC), 617-954-2097 (Boston Common Garage), or 617-954-2111 (Hynes).
9. Before the performance of scheduled preventive maintenance services under the Contract at an Authority facility, the Contractor shall report to an Authority employee, designated by the Authority's Project Manager, or his designee, and shall cause an Attachment B, MCCA Security System Work Order System to be completed. The completed ticket shall then be verified and signed by the Authority employee designated by the Authority's Project Manager, or his designee.
10. Following the completion of each preventive maintenance service and prior to departure from the serviced facility, the Contractor shall place, within the cabinet or enclosure for each serviced equipment item, a self-adhering label indicating the date the preventive maintenance service was performed, the type of preventive maintenance service performed, and the name of the Contractor's service representative who performed the preventive maintenance services.
11. Completed Attachments B shall be submitted to the Authority with the specific invoice itemizing the preventive maintenance services which were completed. The Authority's Project Manager, or his designee will review the invoice and supporting documentation to assist in the verification that the invoiced preventive maintenance service(s) were performed.
12. The Contractor shall notify the Authority's Project Manager or his designee if during the performance of preventive maintenance services, it is discovered that an item of security equipment requires a service not covered as part of a preventive maintenance service task. If the Authority determines, at its sole discretion, that the security equipment item in question requires such recommended service, the Contractor and
Scope of Services Exhibit A -7- the Authority shall schedule a day and time for the servicing of the security equipment item as a non-emergency on-call maintenance service or an emergency on- call maintenance service, as applicable.
13. In all recommendations made by the Contractor for non-emergency on-call maintenance services or emergency on-call maintenance services, the Contractor shall provide the Authority with a detailed description of any loss or degradation of function to the to-be serviced security equipment which may be expected to occur during the performance of such services. Such description of possible security equipment function loss or degradation of function shall also be provided to the Authority by the Contractor in response to any request made by the Authority to the Contractor for the performance of non-emergency on-call maintenance services or emergency on-call maintenance services under the Contract.
B. Emergency On-Call Maintenance Services, and Other Miscellaneous Work
1. The Contractor shall provide emergency on-call maintenance and repair services to service the security equipment comprising the Authority's security system specified in Attachment A to the Technical Specifications on an on-call basis after receipt of notification by the Authority as provided for under the Contract.
2. The Contractor shall if directed to do so by the Authority perform security equipment installation and integration and programming services per the process specified under the Contract for the performance of emergency on-call maintenance and repair services.
3. Emergency on-call maintenance and repair services under the Contract shall only be performed by properly qualified service representatives designated by the Contractor to service and maintain the security equipment comprising the Authority's security system specified in Attachment A who meet or exceed the Minimum Contractor Personnel Qualifications requirements set forth in paragraph herein.
4. The Contractor will be responsible for determining all labor, tool and equipment requirements for the performance of all emergency on-call maintenance and repair services under the Contract. The Contractor shall respond to each emergency on-call maintenance and repair service call with all of the labor, tools and equipment necessary to properly complete the emergency on-call maintenance and repair service.
5. Spare parts and replacement parts, if any, required for the performance of emergency on-call maintenance and repair services shall, at the option of the Authority as provided for below either be provided by the Authority at no cost to the Contractor out of the Authority's existing inventory of spare and replacement parts, or be furnished by the Contractor to the Authority as provided for below.
Scope of Services Exhibit A -8- 6. Consumable materials such as lubricants, cleaning supplies and other similar type materials furnished and used by the Contractor in the performance of emergency on- call maintenance and repair services on the security equipment comprising the Authority's security system shall be furnished by the Contractor below.
7. Emergency on-call maintenance and repair services shall be performed on an on-call basis, twenty-four (24) hours per day, three hundred sixty-five (365) days per year, including all Saturdays, Sundays and Authority-observed holidays.
8. The Authority’s Project Manager or his designee will initiate all emergency on-call maintenance and repair service calls. The Contractor shall report on-site to the applicable Authority facility within two (2) hours after the Contractor's receipt of notification from the Authority that emergency on-call maintenance and repair services will be required at such facility.
9. Before the performance of emergency on-call maintenance and repair services under the Contract at an Authority facility, the Contractor shall report to an Authority employee designated by the Authority's Project Manager, or his designee, and shall cause an Attachment B form to be completed. The completed Attachment B form shall then be verified and signed by the Authority employee designated by the Authority's Project Manager, or his designee.
10. The Contractor shall document its performance of emergency on-call maintenance and repair services at an Authority facility after the performance of such services in each instance by submitting the properly completed Attachment B form to the Authority employee designated by the Authority's Project Manager, or his designee prior to leaving the Authority's facility.
C. Integration and Programming Services
1. The Contractor shall provide integration and programming services as directed to do so by the Authority on a task order basis.
2. For the purposes of this Contract integration services shall include, but not be limited to the below listed services.
a. Integration of the Video Security cameras to a IP video server. b. Integration of the monitoring functions into the security systems at the BCEC, Hynes, and Boston Common Garage. c. Integration of new security equipment of similar type, size, scope, nature and level of complexity as the security equipment comprising the Authority's security system specified in Attachment A which may be added to the Authority's security system during the term of the Contract. d. Other integration services of similar type, size, scope, nature and level of complexity as the integration services listed above.
Scope of Services Exhibit A -9- 3. For the purposes of this Contract programming services shall include, but not be limited to the following:
a. Programming and re-programming of the security equipment comprising the Authority's security system specified in Attachment A. b. Programming and re-programming of new security equipment of similar type, size, scope, nature and level of complexity as the security equipment comprising the Authority's security system specified in Attachment A which may be added to the Authority's security system during the term of the Contract. c. Other programming services of similar type, size, scope, nature and level of complexity as the programming services listed above.
4. Integration and programming services under the Contract shall only be performed by properly qualified service representatives designated by the Contractor to service and maintain the security equipment specified in Attachment A who meet or exceed the Minimum Contractor Personnel Qualifications requirements set forth in paragraph herein.
5. The Contractor will be responsible for determining all labor, tool and equipment requirements for the performance of all integration and programming services under the Contract. The Contractor shall respond to each integration and programming service call with all of the labor, tools and equipment necessary to properly complete the integration and programming service.
6. Spare parts and Replacement parts, if any, required for the performance of integration and programming services shall, at the option of the Authority as provided for below either be provided by the Authority at no cost to the Contractor out of the Authority's existing inventory of spare and replacement parts, or be furnished by the Contractor to the Authority as provided for below.
7. Consumable materials such as lubricants, cleaning supplies and other similar type materials furnished and used by the Contractor in the performance of integration and programming services on the security equipment comprising the Authority's security system.
8. All integration and programming services shall be performed between the hours of 7:00 a.m. and 3:00 p.m., Monday through Friday, excluding the Authority observed holidays referenced above.
9. The Authority will initiate the performance of integration and/or programming services under the Contract by issuing a task order to the Contractor detailing the scope of the scope of the integration and/or programming services which are being requested, a proposed schedule for the completion of such services, and any additional information deemed necessary by the Authority for the proper and timely completion of the proposed integration and/or programming task(s).
Scope of Services Exhibit A -10-
10. Within five (5) calendar days following receipt of the Authority's task order, the Contractor shall prepare and submit to the Authority for its approval a cost estimate using the integration and programming service person hourly rate contained in the Bid Schedule, taking into account its proposed schedule for the completion of the proposed integration and/or programming task(s), as the basis for such cost estimate.
11. Within two (2) calendar days after receipt of written notification that the Authority has approved a budget and schedule for the completion of the requested integration and/or programming task(s), or within such other agreed upon time, the Contractor shall report to the applicable Authority facility to perform the requested integration and/or programming services for the Authority approved amount, within the Authority approved schedule.
12. The Contractor shall provide twenty four (24) hours minimum telephone notice of any proposed integration and/or programming service schedule change by contacting the Authority's Public Safety Command Center at the BCEC 617-954-2222.
13. The Contractor shall document its performance of integration and/or programming services at an Authority facility after the performance of such services in each instance by submitting the properly completed Attachment B form to the Authority employee designated by the Authority's Project Manager, or his designee prior to leaving the Authority's facility.
III. MEASUREMENT AND PAYMENT
A. Bid Item No. 1 – Scheduled Onsite Maintenance Services, for One (1) year From the Effective Notice to Proceed Date, Per Service Person Hour:
1. The Contractor shall be paid the unit price specified in Item No. 1 of the Bid Schedule for the performance of scheduled weekly onsite maintenance services at the Authority facilities specified above between 7:00 a.m. and 3:00 p.m., Monday through Friday, excluding Saturdays, Sundays and Authority observed holidays, for 365 calendar days from the effective date indicated in the Notice to Proceed. The Contractor's Item No. 1 unit price shall also compensate the Contractor for the weekly maintenance work performed at any of the MCCA facilities as directed by the Authority’s Project Manager or designee.
2. The unit price paid under Item No. 1 of the Bid Schedule shall include, on a per hour basis, full compensation, including all costs for labor, materials equipment, tools, submittals, mobilization, demobilization, and any other related incidental costs not covered under any other Bid Item, for the performance of scheduled weekly maintenance services.
3. Consumable materials such as lubricants, cleaning supplies and other similar type materials furnished and used by the Contractor in the performance of scheduled
Scope of Services Exhibit A -11- weekly maintenance services on the specified security equipment comprising the Authority's security system shall be paid for under the Bid Item No. 1 service person hour unit price.
4. The Contractor shall not be compensated under the Contract for travel time to and from the Authority's work sites in connection with the performance of scheduled weekly maintenance services on the specified security equipment comprising the Authority's security system, or in connection with the performance of the operational review of Authority facilities and equipment, or in connection with the preparation and submission of monthly and quarterly service reports.
B. Bid Item No. 2 - Emergency On-Call Maintenance and Repair Services, and Other Miscellaneous Work for One (1) year From the Effective Notice to Proceed Date, Per Service Person Hour:
1. The Contractor shall be paid at the unit price specified in Item No. 2 of the Bid Schedule for the performance of emergency on-call maintenance and repair services, and other miscellaneous work on the security equipment comprising the Authority's security system specified in Attachment A, at the Authority's facilities specified above, between 3:00 p.m. and 7:00 a.m., Monday through Friday, and at all times on Saturdays, Sundays and Authority observed holidays, for 365 calendar days from the effective date indicated in the Notice to Proceed.
2. The unit price paid under Item No. 2 of the Bid Schedule shall include, on a service person hour basis, full compensation, including all costs for labor, equipment, tools, submittals, mobilization, demobilization, and any other related incidental costs not covered under any other Bid Item, for the performance of emergency on-call maintenance and repair services, and other miscellaneous work on the security equipment comprising the Authority's security system specified in Attachment A, at the Authority's facilities specified above, between 3:00 p.m. and 7:00 a.m., Monday through Friday, and at all times on Saturdays, Sundays and Authority observed holidays, for 365 calendar days from the effective date indicated in the Notice to Proceed.
3. Consumable materials such as lubricants, cleaning supplies and other similar type materials furnished and used by the Contractor in the performance of emergency on-call maintenance and repair services, and other miscellaneous work on the security equipment comprising the Authority's security system specified in Attachment A, at the Authority's facilities specified above shall be paid for under the Bid Item No. 2 service person hour unit price.
4. The Contractor shall not be compensated for travel time to and from the Authority's work site in connection with the performance of emergency on-call maintenance and repair services, and other miscellaneous work on the specified security equipment comprising the Authority's security system; provided, however, that the Contractor shall at a minimum be compensated for the provision
Scope of Services Exhibit A -12- of at least two (2) hours of emergency on-call maintenance and repair services, and other miscellaneous work on a per occurrence basis, for each emergency on- call maintenance and repair service, and other miscellaneous work on-site report response made to an Authority work site by the Contractor within two (2) hours of the Contractor's receipt of notice from the Authority requesting the performance of such emergency on-call maintenance and repair services, and other miscellaneous work even if such emergency on-call maintenance and repair services, and other miscellaneous work are completed on-site in a period of time of less than two (2) hours duration.
5. Such minimum two (2) hour emergency on-call maintenance and repair service, and other miscellaneous work compensation provision shall not apply, however, in the case of an emergency on-call maintenance and repair service, and other miscellaneous work on-site report response not made by the Contractor to the Authority's work site within two (2) hours of the Contractor's receipt of notice from the Authority requesting the performance of such emergency on-call maintenance and repair services, and other miscellaneous work for whatever reason. In the case of such untimely emergency on-call maintenance service and repair, and other miscellaneous work on-site report response by the Contractor, the Contractor's compensation under Bid Item No. 2 of the Bid Schedule in such instance shall be limited to the actual number of on-site hours required to complete the emergency on-call maintenance and repair services, and other miscellaneous work
C. Bid Item No. 3 - Integration and Programming Services, for One (1) year From the Effective Notice to Proceed Date, Per Service Person Hour:
1. The Contractor shall be paid at the unit price specified in Item No. 3 of the Bid Schedule for the performance of the integration and programming services specified in paragraph II.D above between 7:00a.m.and 3:00 p.m., Monday through Friday, excluding Saturdays, Sundays and Authority observed holidays, for 365 calendar days from the effective date indicated in the Notice to Proceed.
2. The unit price paid under Item No. 3 of the Bid Schedule shall include, on a service person hour basis, full compensation, including all costs for labor, equipment, tools, submittals, mobilization, demobilization, and any other related incidental costs not covered under any other Bid Item, for the performance of the integration and programming services specified in paragraph II.D above between 7:00 a.m. and 3:00 p.m., Monday through Friday, excluding Saturdays, Sundays and Authority observed holidays, for 365 calendar days from the effective date indicated in the Notice to Proceed.
3. Notwithstanding any provision to the contrary contained herein, integration and programming services directed by the Authority and performed by the Contractor as a non-emergency on-call maintenance and repair, and other miscellaneous work service or as an emergency on-call maintenance and repair, and other
Scope of Services Exhibit A -13- miscellaneous work service shall be paid for under the Contract, as applicable, as either a non-emergency on-call maintenance and repair, and other miscellaneous work service or as an emergency on-call maintenance and repair service, and other miscellaneous work.
4. Consumable materials such as lubricants, cleaning supplies and other similar type materials furnished and used by the Contractor in the performance of integration and programming services on the specified security equipment comprising the Authority's security system shall be paid for under the Bid Item No. 3 service person hour unit price.
5. The Contractor shall not be compensated for travel time to and from the Authority's work site in connection with the performance of the integration and programming services specified above.
IV. MISCELLANEOUS
A. Operational Review of Authority Facilities and Equipment
Within five (5) business days of the effective DATE OF THE Notice to Proceed, the Contractor and the Authority's Project Manager, or his designee, will jointly visit all applicable Authority facilities to jointly review the security equipment to be maintained and serviced under the Contract, and the applicable security equipment documentation.
The Contractor shall document the performance of its operational review of Authority facilities and equipment after such operational review by completing Attachment B. The completed Attachment B form shall then be verified and signed by the Authority employee designated by the Authority's Project Manager, or his designee, and submitted to such individual by the Contractor prior to leaving the last reviewed Authority facility.
B. Monthly and Quarterly Service Reports
1. Commencing the month after services are first provided under the Contract and for the entire Contract Time thereafter, the Contractor shall prepare and submit to the Authority a monthly service report. Each such monthly service report shall be submitted by the Contractor to the Authority's Project Manager no later than fifth (5th) date of each month and shall include the following information: a description of all services in each Contract service category provided during the previous month, the number of Authority approved service person hours expended in each Contract service category, the identity of all Contractor service representatives providing services in each Contract service category during the preceding month, and an itemization of all amounts invoiced in each Contract service category during the preceding month.
Scope of Services Exhibit A -14- 2. During the entire Contract Time, beginning the first month of the first quarter (January, April, July and October) after services are first provided under the Contract, quarterly service reports shall also be prepared by the Contractor and submitted to the Authority by the tenth (10th) day of the first month of each quarter. The quarterly service reports shall contain all of the same data and information requested in the monthly service reports, on an aggregate basis, covering all Contract services performed during the preceding Contract quarter.
C. Emergency Contact Information
Within three (3) business days of the effective Notice to Proceed date, the Contractor shall provide the Authority's Project Manager, or his designee, a list of at least three (3) service representatives designated by the Contractor to respond to the Authority's emergency on-call maintenance service requests on a twenty-four (24) hour per day, seven (7) day per week, three hundred sixty-five (365) day per year basis. The list shall contain working telephone numbers and shall be updated and kept accurate on a daily basis throughout the Contract Time.
D. Payment to Contractor
All payments made to the Contractor shall be conditioned on the final approval by the Authority's Project Manager, or his designee of submitted invoices and accompanying documentation evidencing the performance of all applicable services under the Contract as provided above.
Scope of Services Exhibit A -15- Scope of Services Attachment A
System Components
MCCA
Closed Circuit Television System - AutoVu SharpOS (5) - Axis 241Q (1) - Axis 243SA (4) - Axis 247S (1) - Axis F41 (3) - Axis M3037 (1) - Axis M3045-V (1) - Axis M3047-P (1) - Axis M3114 (1) - Axis M7001 (3) - Axis P1204 (1) - Axis P1425-LE Mk II (1) - Axis P3225-LVE Mk II (4) - Axis P3225-VE Mk II (128) - Axis Q6155-E (75) - Axis P3707-PE (20) - Axis P3904-R (5) - Axis Q1765-LE (15) - Axis Q3505 Mk II (2) - Axis Q3708-PVE (12) - Axis Q6035-E (11) - Axis Q6045-E Mk II (10) - Axis Q6155-E (75) - Dallmeier DDF820HDV (24) - Panasonic WJ-NT304 (9) - Panasonic WV-NS202A (57) - Panasonic WV-NW484 (29) - Panasonic WV-SFN631L (46) - Panasonic SFV481 (11) - Panasonic WV-SW115 (7) - Panasonic WV-SW396 (5)
Visitor Management - (17) Stopware PassagePoint Global v10 - (1) Stopware Maintenance Support - (9) Dymo Label Printer - (6) Datalogic QD2130-BK Barcode Scanner
SECURITY EQUIPMENT MAINTENANCE SCOPE OF SERVICES – ATTACHMENT A 1
Genetec - Genetec Technical Assistance Center - Software Subscription Services - GTAP Access - AutoVu Licenses - 540 Camera Licenses
Occupancy System - (1) Axis WebReport License - (27) Axis TrueView PeopleCounting License - (27) Axis M3203 Fixed IP Camera - (2) Axis Occupancy Estimator Analytic
RGB Spectrum - Galileo 40 Video Wall Appliance (1) - 56 input/56 Output
SECURITY EQUIPMENT MAINTENANCE SCOPE OF SERVICES – ATTACHMENT A 2
Field Report No. ATTACHMENT B Date □ Onsite time In AM0PM 1□AM□PM On siteout time I • I0 □ PaidParking Yes No Site: 0 □� Emergency 0 Yee □ On-site service 0 Yes □ No Modemservice 0 Yes No Afterhours service □ work Yee No BCM orderI Contact: BCMcharge# I BCMengineer :t :,( Customersignature I t' at Service ReglJ8!! H thisfa/IS llltJIJl1lff outsld8 'lhlt WSfflll'lly sc::cpe,IauthorizeBCUtooonttw fhfJ notmal blllngnm,.1 • I j) 1: ·It---Work ------ll. Perfonned
INTERNAL NOTES:
MATERIAL
Blue• Follow Yellow- Engineer Pink- Cuatomer Copy Whlta• OfficeCopy. Offlce Up Service