Common use of Other Conditions or Services Clause in Contracts

Other Conditions or Services. 12.1 The Consultant shall maintain at the Consultant’s expense, and shall file with the Owner a certificate evidencing, professional liability insurance issued by an insurance company admitted to conduct business in Massachusetts or a non-admitted company listed on the Massachusetts Insurance Commissioner’s approved list, and otherwise acceptable to the Owner having minimum limits of $500,000.00 for each claim and $1,000,000.00 annual aggregate. Such professional liability insurance shall have a deductible not in excess of $500,000, for which the Owner shall not be responsible, shall cover the negligent professional errors, omissions and acts of the Consultant and/or of any Consultant or other person or business entity engaged by the Consultant to provide services in connection with this Agreement or for whose performance the Consultant is legally liable, and shall remain in full force and effect from the date hereof until substantial completion of the Project and for a period of six (6) years following completion of the Consultant’s Services provided pursuant to this Agreement. The Consultant shall also maintain general liability insurance including contractual liability coverage with a combined single limit not less than $1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Such policies and certificates shall each include an endorsement stating that the issuing company shall mail at least thirty (30) days prior written notice to the Owner before cancellation, expiration without renewal, or material amendment of such policy, except that at least ten (10) days prior written notice shall be given to the Owner in the event of cancellation for non- payment of premium. The Consultant shall also maintain: (i) statutory workers’ compensation coverage and occupational disease coverage in accordance with the laws of the Commonwealth of Massachusetts and the laws of any other jurisdiction to which the Consultant may be subject; and (ii) valuable papers insurance coverage. The Consultant shall require its Consultants to maintain similar insurance coverages as the Consultant is required to maintain under this Agreement, in amounts acceptable to the Owner. The Owner shall be included as an additional insured on the Consultant’s insurance policies, except for professional liability and workers’ compensation. The Consultant shall deliver signed original insurance certificates to the Owner evidencing all of the foregoing insurance at the execution of this Agreement and on an annual basis thereafter, and shall, if requested by the Owner, deliver to the Owner originals or certified copies of the required insurance policies.

Other Conditions or Services. 12.1 The Consultant shall maintain at the Consultant’s expense, and shall file with the Owner a certificate evidencing, professional liability insurance issued by an insurance company admitted to conduct business in Massachusetts or a non-admitted company listed on the Massachusetts Insurance Commissioner’s approved list, and otherwise acceptable to the Owner having minimum limits of $500,000.00 for each claim and $1,000,000.00 annual aggregate. Such professional liability insurance shall have a deductible not in excess of $500,00010,000, for which the Owner shall not be responsible, shall cover the negligent professional errors, omissions and acts of the Consultant and/or of any Consultant sub-consultant or other person or business entity engaged by the Consultant to provide services in connection with this Agreement or for whose performance the Consultant is legally liable, and shall remain in full force and effect from the date hereof until substantial completion of the Project and for a period of six (6) years following completion of the Consultant’s Services provided pursuant to this Agreement. The Consultant shall also maintain general liability insurance including contractual liability coverage with a combined single limit not less than $1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Such general liability policies and certificates shall each include an endorsement stating that the issuing company shall mail at least thirty (30) days prior written notice to the Owner before cancellation, expiration without renewal, or material amendment of such policy, except that at least ten (10) days prior written notice shall be given to the Owner in the event of cancellation for non- non-payment of premium. The Consultant shall also maintain: (i) statutory workers’ compensation coverage and occupational disease coverage in accordance with the laws of the Commonwealth of Massachusetts and the laws of any other jurisdiction to which the Consultant may be subject; and (ii) valuable papers insurance coverage. The Consultant shall require its Consultants sub-consultants to maintain similar insurance coverages as the Consultant is required to maintain under this Agreement, in amounts acceptable to the Owner. The Owner shall be included as an additional insured on the Consultantsub-consultant’s insurance policies, except for professional liability and workers’ compensation. The Consultant shall deliver signed original insurance certificates to the Owner evidencing all of the foregoing insurance at the execution of this Agreement and on an annual basis thereafter, and shall, if requested by the Owner, deliver to the Owner originals or certified copies of the required insurance policies.

Other Conditions or Services. 12.1 The Consultant shall maintain at the Consultant’s expense, and shall file with the Owner a certificate evidencing, professional liability insurance issued by an insurance company admitted to conduct business in Massachusetts or a non-admitted company listed on the Massachusetts Insurance Commissioner’s approved list, and otherwise acceptable to the Owner having minimum limits of $500,000.00 for each claim and $1,000,000.00 annual aggregate. Such professional liability insurance shall have a deductible not in excess of $500,00010,000, for which the Owner shall not be responsible, shall cover the negligent professional errors, omissions and acts of the Consultant and/or of any Consultant sub-consultant or other person or business entity engaged by the Consultant to provide services in connection with this Agreement or for whose performance the Consultant is legally liable, and shall remain in full force and effect from the date hereof until substantial completion of the Project and for a period of six (6) years following completion of the Consultant’s Services provided pursuant to this Agreement. The Consultant shall also maintain general liability insurance including contractual liability coverage with a combined single limit not less than $1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Such general liability policies and certificates shall each include an endorsement stating that the issuing company shall mail at least thirty (30) days prior written notice to the Owner before cancellation, expiration without renewal, or material amendment of such policy, except that at least ten (10) days prior written notice shall be given to the Owner in the event of cancellation for non- non-payment of premium. The Consultant shall also maintain: (i) statutory workers’ compensation coverage and occupational disease coverage in accordance with the laws of the Commonwealth of Massachusetts and the laws of any other jurisdiction to which the Consultant may be subject; and (ii) valuable papers insurance coverage. The Consultant shall require its Consultants sub-consultants to maintain similar insurance coverages as the Consultant is required to maintain under this Agreement, in amounts acceptable to the Owner. The Owner shall be included as an additional insured on the Consultantsub-consultant’s insurance policies, except for professional liability and workers’ compensation. The Consultant shall deliver signed original insurance certificates to the Owner evidencing all of the foregoing insurance at the execution of this Agreement and on an annual basis thereafter, and shall, if requested by the Owner, deliver to the Owner originals or certified copies of the required insurance policies.. The Consultant shall not employ additional consultants not identified in Exhibit B, nor subcontract, assign or transfer any part of its Services or other obligations under this Agreement without the prior written consent of the Owner. Written consent shall not in any way relieve the Consultant from its responsibility for the professional and technical accuracy and the coordination of all data, designs, Drawings, Specifications, estimates and other work or materials furnished hereunder. The Consultant agrees to adhere to the time requirements and schedules included in this Agreement (Exhibit E); to perform its services as expeditiously as is consistent with the standard of professional skill and care required hereby, being the same care and skill ordinarily exercised by responsible members of the Consultant’s profession currently practicing in the Commonwealth; and to perform its services in coordination with the operations of the Owner of this Project and with any of the Owner’s Consultants in connection with the Project. It shall be the obligation of the Consultant to request any information necessary to be provided by the Owner for the performance of the Consultant’s services except as otherwise expressly set forth herein. As liquidated damages (and not as a penalty) for the Consultant’s failure to meet the Target Completion Date and Timeline included in Exhibit A, the Consultant shall be liable to the Owner in the amount of $25 per day for each day that the Consultant is late in meeting any such Target Completion Date and Timeline. The Owner and the Consultant agree that amendments to the time requirements and schedules of this agreement may become necessary as a result of MassDOT guidance, direction, or other actions; in such instances no liquidated damages shall be due to the Owner. In addition, the Consultant may request in writing from the Owner an extension of the Target Completion Date and Timeline for reasons wholly or partially beyond the Consultant’s control, and the Owner shall not unreasonably deny such request. No liquidated damages shall be due to the Owner during such time that the Target Completion Date and Timeline have been extended by the Owner. For purposes of this Agreement, staffing problems, insufficient financial resources, any default by a sub-consultant engaged by the Consultant or negligent errors or omissions by the Consultant or any of its sub-consultants shall not be considered causes beyond the control of the Consultant. The Consultant agrees as follows: In connection with performance of the Services under this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, age, gender, sexual orientation, gender identity or disability. The Consultant shall post in conspicuous places, available for employees and applicants for employment, notices to be provided by the Massachusetts Commission Against Discrimination (the “Commission”), setting forth the provisions of the Fair Employment Practices Law of the Commonwealth. In connection with the performance of Services under this Agreement, the Consultant shall not discriminate in its relationships with sub-consultants or suppliers on the basis of race, color, religion, creed, national origin, ancestry, age, gender, sexual orientation, gender identity or disability. In all the Consultant’s solicitations for bids or proposals it shall notify in writing each potential consultant or supplier of the Consultant’s obligations under this Paragraph 12.5, and it shall be a term of each contract with a sub-consultant or supplier in connection with the performance of the Services under this Agreement that the sub-consultant or supplier shall be bound to non-discrimination and equal opportunity requirements equivalent to the obligations of the Consultant hereunder. The Consultant shall comply with all applicable Laws and Regulations pertaining to non-discrimination, equal opportunity and affirmative action, including without limitation executive orders and rules and regulations of federal and state agencies of competent jurisdiction. The Consultant’s non-compliance with any provision of this Paragraph 12.5 shall constitute a material breach of this Agreement, for which the Owner 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. The Consultant shall indemnify and hold harmless the Owner from any claims and demands of third parties resulting from the Consultant’s non-compliance with any of the provisions of this Paragraph 12.5 and in case of termination or cancellation of this Agreement, the Consultant shall indemnify the Owner during the remainder of the original term against any loss and damage suffered by reason of such termination. The Consultant shall keep confidential and shall not, without the Owner's prior written consent, release or disclose any information relating to the Project to anyone except as necessary to perform its work hereunder. By execution of this Agreement, the Consultant incorporates herein by reference the truth-in-negotiation certificate filed with the Owner, and hereby confirms: The wage (salary) rates and other costs used to support the Consultant’s compensation are accurate, complete and current at the time of contracting; and The Consultant agrees that the compensation hereunder may be adjusted within one (1) year of final completion of this Agreement to exclude any significant amounts if the Owner determines that the compensation was increased by such amounts due to inaccurate, incomplete or non-current wage (salary) rates or other costs. By execution of this Agreement, the Consultant, pursuant to Section 49A of Chapter 62C of the Massachusetts General Laws, certifies under the penalties of perjury that it has, to the best knowledge and belief of the undersigned on the Consultant’s behalf, filed all state tax returns and paid all state taxes required under law. The Consultant acknowledges that the Owner is a municipality for the purposes of Chapter 268A of the Massachusetts General Laws (the Massachusetts conflict of interest statute), and the Consultant agrees, as circumstances require, to take actions and to forbear from taking actions so as to be in compliance at all times with obligations of the Consultant based on said statute. The Consultant hereby certifies that it has not given, offered or agreed to give, any gift, contribution or offer of employment as an inducement for, or in connection with, the award of this Agreement. The Consultant hereby certifies that none of its sub-consultants or subcontractors have given, offered or agreed to give, any gift, contribution or offer of employment to the Consultant or to any other person, corporation or entity as an inducement for, or in connection with, the award to the Consultant or subcontractor of a contract by the Consultant. The Consultant hereby certifies that no person, corporation or other entity, other than a bona fide full-time employee of the Consultant, has been retained or hired to solicit for, or in any way assist, the Consultant in obtaining this Agreement upon an agreement or understanding that such a person, corporation or other entity be paid a fee or other consideration contingent upon the award of the Agreement. The Consultant hereby certifies that neither the Consultant nor any of its affiliates is currently debarred or suspended by the Commonwealth of Massachusetts or any of its subdivisions, under any Commonwealth law, including, but not limited to Section 29F of Chapter 29, or Section 25C of Chapter 152. The Consultant shall comply with all applicable requirements of M.G.L. c. 30, § 39R. This agreement includes the Exhibits listed below, all of which are appended hereto and are as fully a part of this Agreement as if set forth or repeated herein. Exhibit A Standardized Scope of Services and Work Hour Estimate Forms for Consultant Services and Exhibits A through D. Exhibit B - Consultant’s sub-consultants and Owner’s Consultant’s Exhibit C - Key Personnel of Consultant and Primary sub-consultants Exhibit D - Schedule of A/E Hourly Billing Rates Exhibit E - Project Schedule Exhibit F - Program Materials and Other Materials Provided by Owner Exhibit G - Existing Data on Site and Subsurface Conditions (where available) This Agreement entered into as of the day and year first written above. TOWN OF ACTON XXXXXXXX-XXXXXXXX, INC. By: __________________________________ Xxxxxx X. Xxxxxx, Town Manager By: __________________________________ Christer Ericsson, P.E. EXHIBIT A Massachusetts Department of Transportation Highway Divisions Standardized Scope of Services Guidance for Preparing Work Hour Estimates EXHIBIT B CONSULTANT’S SUB-CONSULTANTS AND OWNER’S CONSULTANTS Approved Consultant’s Sub-Consultants TOOL DESIGN GROUP, INC. 00 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 XXXXX-XXXXXXXXX ASSOCIATES, INC. 000 Xxxx Xxxxxx, Xxxx 0XX Xxxxxx, XX 00000 XXXXXX ENGINEERING, INC. 0 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxx, XX 00000 LAHLAF GEOTECHNICAL CONSULTING, INC. 00 XxXxxxxxx Xxx Billerica, MA 01821 Owner’s Consultants NAME address EXHIBIT C KEY PERSONNEL OF CONSULTANT AND PRIMARY SUB-CONSULTANTS Principal – in-charge Project Manager ­ Lead Civil Engineer Lead Traffic Engineer Lead Landscape Architect Lead Surveyor EXHIBIT D SCHEDULE OF A/E HOURLY BILLING RATES EXHIBIT E PROJECT SCHEDULE (Please insert project schedule) EXHIBIT F PROGRAM MATERIALS and OTHER MATERIALS PROVIDED BY OWNER No specific materials are provided. All plans and documents from Section 100 Project Development Engineering efforts are available to or in the possession of the Consultant. The Owner will make every effort to provide additional materials and information the Consultant may require, to the extent that such materials and information are available to the Owner. EXHIBIT G EXISTING DATA ON SITE AND SUBSURFACE CONDITIONS (where available) (insert information if available)

Other Conditions or Services. 12.1 The Consultant shall maintain at the Consultant’s expense, and shall file with the Owner a certificate evidencing, professional liability insurance issued by an insurance company admitted to conduct business in Massachusetts or a non-admitted company listed on the Massachusetts Insurance Commissioner’s approved list, and otherwise acceptable to the Owner having minimum limits of $500,000.00 for each claim and $1,000,000.00 annual aggregate. Such professional liability insurance shall have a deductible not in excess of $500,00050,000, for which the Owner shall not be responsible, shall cover the negligent professional errors, omissions and acts of the Consultant and/or of any Consultant or other person or business entity engaged by the Consultant to provide services in connection with this Agreement or for whose performance the Consultant is legally liable, and shall remain in full force and effect from the date hereof until substantial completion of the Project and for a period of six (6) years following completion of the Consultant’s Services provided pursuant to this Agreement. The Consultant shall also maintain general liability insurance including contractual liability coverage with a combined single limit not less than $1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Such policies and certificates shall each include an endorsement stating that the issuing company shall mail at least thirty (30) days prior written notice to the Owner before cancellation, expiration without renewal, or material amendment of such policy, except that at least ten (10) days prior written notice shall be given to the Owner in the event of cancellation for non- payment of premium. The Consultant shall also maintain: (i) statutory workers’ compensation coverage and occupational disease coverage in accordance with the laws of the Commonwealth of Massachusetts and the laws of any other jurisdiction to which the Consultant may be subject; and (ii) valuable papers insurance coverage. The Consultant shall require its Consultants to maintain similar insurance coverages as the Consultant is required to maintain under this Agreement, in amounts acceptable to the Owner. The Owner shall be included as an additional insured on the Consultant’s insurance policies, except for professional liability and workers’ compensation. The Consultant shall deliver signed original insurance certificates to the Owner evidencing all of the foregoing insurance at the execution of this Agreement and on an annual basis thereafter, and shall, if requested by the Owner, deliver to the Owner originals or certified copies of the required insurance policies.

Other Conditions or Services. 12.1 The Consultant shall maintain at the Consultant’s expense, and shall file with the Owner a certificate evidencing, professional liability insurance issued by an insurance company admitted to conduct business in Massachusetts or a non-admitted company listed on the Massachusetts Insurance Commissioner’s approved list, and otherwise acceptable to the Owner having minimum limits of $500,000.00 for each claim and $1,000,000.00 annual aggregate. Such professional liability insurance shall have a deductible not in excess of $500,000, for which the Owner shall not be responsible, shall cover the negligent professional errors, omissions and acts of the Consultant and/or of any Consultant or other person or business entity engaged by the Consultant to provide services in connection with this Agreement or for whose performance the Consultant is legally liable, and shall remain in full force and effect from the date hereof until substantial completion of the Project and for a period of six (6) years following completion of the Consultant’s Services provided pursuant to this Agreement. The Consultant shall also maintain general liability insurance including contractual liability coverage with a combined single limit not less than $1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Such policies and certificates shall each include an endorsement stating that the issuing company shall mail at least thirty (30) days prior written notice to the Owner before cancellation, expiration without renewal, or material amendment of such policy, except that at least ten (10) days prior written notice shall be given to the Owner in the event of cancellation for non- non-payment of premium. The Consultant shall also maintain: (i) statutory workers’ compensation coverage and occupational disease coverage in accordance with the laws of the Commonwealth of Massachusetts and the laws of any other jurisdiction to which the Consultant may be subject; and (ii) valuable papers insurance coverage. The Consultant shall require its Consultants to maintain similar insurance coverages as the Consultant is required to maintain under this Agreement, in amounts acceptable to the Owner. The Owner shall be included as an additional insured on the Consultant’s insurance policies, except for professional liability and workers’ compensation. The Consultant shall deliver signed original insurance certificates to the Owner evidencing all of the foregoing insurance at the execution of this Agreement and on an annual basis thereafter, and shall, if requested by the Owner, deliver to the Owner originals or certified copies of the required insurance policies.. The Consultant shall not employ additional consultants not identified in Exhibit B, nor subcontract, assign or transfer any part of its Services or other obligations under this Agreement without the prior written consent of the Owner. Written consent shall not in any way relieve the Consultant from its responsibility for the professional and technical accuracy and the coordination of all data, designs, Drawings, Specifications, estimates and other work or materials furnished hereunder. The Consultant agrees to adhere to the time requirements and schedules included in this Agreement (Exhibit E); to perform its services as expeditiously as is consistent with the standard of professional skill and care required hereby, being the same care and skill ordinarily exercised by responsible members of the Consultant’s profession currently practicing in the Commonwealth; and to perform its services in coordination with the operations of the Owner of this Project and with any of the Owner’s Consultants in connection with the Project. It shall be the obligation of the Consultant to request any information necessary to be provided by the Owner for the performance of the Consultant’s services except as otherwise expressly set forth herein. As liquidated damages (and not as a penalty) for the Consultant’s failure to meet the Target Completion Date and Timeline included in Exhibit A, the Consultant shall be liable to the Owner in the amount of $25 per day for each day that the Consultant is late in meeting any such Target Completion Date and Timeline. The Owner and the Consultant agree that amendments to the time requirements and schedules of this agreement may become necessary as a result of MassDOT guidance, direction, or other actions; in such instances no liquidated damages shall be due to the Owner. In addition, the Consultant may request in writing from the Owner an extension of the Target Completion Date and Timeline for reasons wholly or partially beyond the Consultant’s control, and the Owner shall not unreasonably deny such request. No liquidated damages shall be due to the Owner during such time that the Target Completion Date and Timeline have been extended by the Owner. For purposes of this Agreement, staffing problems, insufficient financial resources, any default by a Consultant engaged by the Consultant or negligent errors or omissions by the Consultant or any of its Consultants shall not be considered causes beyond the control of the Consultant. The Consultant agrees as follows: In connection with performance of the Services under this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, age, gender or disability. The Consultant shall post in conspicuous places, available for employees and applicants for employment, notices to be provided by the Massachusetts Commission Against Discrimination (the “Commission”), setting forth the provisions of the Fair Employment Practices Law of the Commonwealth. In connection with the performance of Services under this Agreement, the Consultant shall not discriminate in its relationships with consultants or suppliers on the basis of race, color, religion, creed, national origin, ancestry, age, gender or disability. In all the Consultant’s solicitations for bids or proposals it shall notify in writing each potential consultant or supplier of the Consultant’s obligations under this Paragraph 12.5, and it shall be a term of each contract with a consultant or supplier in connection with the performance of the Services under this Agreement that the consultant or supplier shall be bound to non-discrimination and equal opportunity requirements equivalent to the obligations of the Consultant hereunder. The Consultant shall comply with all applicable Laws and Regulations pertaining to non-discrimination, equal opportunity and affirmative action, including without limitation executive orders and rules and regulations of federal and state agencies of competent jurisdiction. The Consultant’s non-compliance with any provision of this Paragraph 12.5 shall constitute a material breach of this Agreement, for which the Owner 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. The Consultant shall indemnify and hold harmless the Owner from any claims and demands of third parties resulting from the Consultant’s non-compliance with any of the provisions of this Paragraph 12.5 and in case of termination or cancellation of this Agreement, the Consultant shall indemnify the Owner during the remainder of the original term against any loss and damage suffered by reason of such termination. The Consultant shall keep confidential and shall not, without the Owner's prior written consent, release or disclose any information relating to the Project to anyone except as necessary to perform its work hereunder. By execution of this Agreement, the Consultant incorporates herein by reference the truth-in-negotiation certificate filed with the Owner, and hereby confirms: The wage (salary) rates and other costs used to support the Consultant’s compensation are accurate, complete and current at the time of contracting; and The Consultant agrees that the compensation hereunder may be adjusted within one (1) year of final completion of this Agreement to exclude any significant amounts if the Owner determines that the compensation was increased by such amounts due to inaccurate, incomplete or non-current wage (salary) rates or other costs. By execution of this Agreement, the Consultant, pursuant to Section 49A of Chapter 62C of the Massachusetts General Laws, certifies under the penalties of perjury that it has, to the best knowledge and belief of the undersigned on the Consultant’s behalf, filed all state tax returns and paid all state taxes required under law. The Consultant acknowledges that the Owner is a municipality for the purposes of Chapter 268A of the Massachusetts General Laws (the Massachusetts conflict of interest statute), and the Consultant agrees, as circumstances require, to take actions and to forbear from taking actions so as to be in compliance at all times with obligations of the Consultant based on said statute. The Consultant hereby certifies that it has not given, offered or agreed to give, any gift, contribution or offer of employment as an inducement for, or in connection with, the award of this Agreement. The Consultant hereby certifies that none of its Consultants or subcontractors have given, offered or agreed to give, any gift, contribution or offer of employment to the Consultant or to any other person, corporation or entity as an inducement for, or in connection with, the award to the Consultant or subcontractor of a contract by the Consultant. The Consultant hereby certifies that no person, corporation or other entity, other than a bona fide full-time employee of the Consultant, has been retained or hired to solicit for, or in any way assist, the Consultant in obtaining this Agreement upon an agreement or understanding that such a person, corporation or other entity be paid a fee or other consideration contingent upon the award of the Agreement. The Consultant hereby certifies that neither the Consultant nor any of its affiliates is currently debarred or suspended by the Commonwealth of Massachusetts or any of its subdivisions, under any Commonwealth law, including, but not limited to Section 29F of Chapter 29, or Section 25C of Chapter 152. The Consultant shall comply with all applicable requirements of M.G.L. c. 30, § 39R. This agreement includes the Exhibits listed below, all of which are appended hereto and are as fully a part of this Agreement as if set forth or repeated herein. Exhibit A Standardized Scope of Services and Work Hour Estimate Forms for Consultant Services and Exhibits A through D. Exhibit B - Consultant’s Consultants and Owner’s Consultant’s Exhibit C - Key Personnel of Consultant and Primary Consultants Exhibit D - Schedule of A/E Hourly Billing Rates Exhibit E - Project Schedule Exhibit F - Program Materials and Other Materials Provided by Owner Exhibit G - Existing Data on Site and Subsurface Conditions (where available) This Agreement entered into as of the day and year first written above. TOWN OF ACTON [ ]. By: __________________________________ Xxxxxx X. Xxxxxx, Town Manager By: __________________________________ [ ] EXHIBIT A Massachusetts Department of Transportation Highway Divisions Standardized Scope of Services Guidance for Preparing Work Hour Estimates EXHIBIT B CONSULTANT’S CONSULTANTS AND OWNER’S CONSULTANTS Approved Consultant’s Consultants NAME address NAME address NAME address Owner’s Consultants NAME address EXHIBIT C KEY PERSONNEL OF CONSULTANT AND PRIMARY CONSULTANTS Principal – in-charge Project Manager ­ Lead Civil Engineer Lead Traffic Engineer Lead Landscape Architect Lead Surveyor EXHIBIT D SCHEDULE OF A/E HOURLY BILLING RATES EXHIBIT E PROJECT SCHEDULE (Please insert project schedule) EXHIBIT F PROGRAM MATERIALS and OTHER MATERIALS PROVIDED BY OWNER No specific materials are provided. All plans and documents from Section 100 Project Development Engineering efforts are available to or in the possession of the Consultant. The Owner, in cooperation with the other towns will make every effort to provide additional materials and information the Consultant may require, to the extent that such materials and information are available to the Owner or the other towns. EXHIBIT G EXISTING DATA ON SITE AND SUBSURFACE CONDITIONS (where available) (insert information if available)

Other Conditions or Services. 12.1 The Consultant shall maintain at the Consultant’s expense, and shall file with the Owner a certificate evidencing, professional liability insurance issued by an insurance company admitted to conduct business in Massachusetts or a non-admitted company listed on the Massachusetts Insurance Commissioner’s approved list, and otherwise acceptable to the Owner having minimum limits of $500,000.00 for each claim and $1,000,000.00 annual aggregate. Such professional liability insurance shall have a deductible not in excess of $500,00050010,000, for which the Owner shall not be responsible, shall cover the negligent professional errors, omissions and acts of the Consultant and/or of any Consultant subCconsultant or other person or business entity engaged by the Consultant to provide services in connection with this Agreement or for whose performance the Consultant is legally liable, and shall remain in full force and effect from the date hereof until substantial completion of the Project and for a period of six (6) years following completion of the Consultant’s Services provided pursuant to this Agreement. The Consultant shall also maintain general liability insurance including contractual liability coverage with a combined single limit not less than $1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Such general liability policies and certificates shall each include an endorsement stating that the issuing company shall mail at least thirty (30) days prior written notice to the Owner before cancellation, expiration without renewal, or material amendment of such policy, except that at least ten (10) days prior written notice shall be given to the Owner in the event of cancellation for non- non-payment of premium. The Consultant shall also maintain: (i) statutory workers’ compensation coverage and occupational disease coverage in accordance with the laws of the Commonwealth of Massachusetts and the laws of any other jurisdiction to which the Consultant may be subject; and (ii) valuable papers insurance coverage. The Consultant shall require its Consultants sub-Cconsultants to maintain similar insurance coverages as the Consultant is required to maintain under this Agreement, in amounts acceptable to the Owner. The Owner shall be included as an additional insured on the Consultantsub-Cconsultant’s insurance policies, except for professional liability and workers’ compensation. The Consultant shall deliver signed original insurance certificates to the Owner evidencing all of the foregoing insurance at the execution of this Agreement and on an annual basis thereafter, and shall, if requested by the Owner, deliver to the Owner originals or certified copies of the required insurance policies.. The Consultant shall not employ additional consultants not identified in Exhibit B, nor subcontract, assign or transfer any part of its Services or other obligations under this Agreement without the prior written consent of the Owner. Written consent shall not in any way relieve the Consultant from its responsibility for the professional and technical accuracy and the coordination of all data, designs, Drawings, Specifications, estimates and other work or materials furnished hereunder. The Consultant agrees to adhere to the time requirements and schedules included in this Agreement (Exhibit E); to perform its services as expeditiously as is consistent with the standard of professional skill and care required hereby, being the same care and skill ordinarily exercised by responsible members of the Consultant’s profession currently practicing in the Commonwealth; and to perform its services in coordination with the operations of the Owner of this Project and with any of the Owner’s Consultants in connection with the Project. It shall be the obligation of the Consultant to request any information necessary to be provided by the Owner for the performance of the Consultant’s services except as otherwise expressly set forth herein. As liquidated damages (and not as a penalty) for the Consultant’s failure to meet the Target Completion Date and Timeline included in Exhibit A, the Consultant shall be liable to the Owner in the amount of $25 per day for each day that the Consultant is late in meeting any such Target Completion Date and Timeline. The Owner and the Consultant agree that amendments to the time requirements and schedules of this agreement may become necessary as a result of MassDOT guidance, direction, or other actions; in such instances no liquidated damages shall be due to the Owner. In addition, the Consultant may request in writing from the Owner an extension of the Target Completion Date and Timeline for reasons wholly or partially beyond the Consultant’s control, and the Owner shall not unreasonably deny such request. No liquidated damages shall be due to the Owner during such time that the Target Completion Date and Timeline have been extended by the Owner. For purposes of this Agreement, staffing problems, insufficient financial resources, any default by a sub-Cconsultant engaged by the Consultant or negligent errors or omissions by the Consultant or any of its subC-consultants shall not be considered causes beyond the control of the Consultant. The Consultant agrees as follows: In connection with performance of the Services under this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, age, gender, sexual orientation, gender identity or disability. The Consultant shall post in conspicuous places, available for employees and applicants for employment, notices to be provided by the Massachusetts Commission Against Discrimination (the “Commission”), setting forth the provisions of the Fair Employment Practices Law of the Commonwealth. In connection with the performance of Services under this Agreement, the Consultant shall not discriminate in its relationships with sub-consultants or suppliers on the basis of race, color, religion, creed, national origin, ancestry, age, gender, sexual orientation, gender identity or disability. In all the Consultant’s solicitations for bids or proposals it shall notify in writing each potential consultant or supplier of the Consultant’s obligations under this Paragraph 12.5, and it shall be a term of each contract with a subc-consultant or supplier in connection with the performance of the Services under this Agreement that the sub-consultant or supplier shall be bound to non-discrimination and equal opportunity requirements equivalent to the obligations of the Consultant hereunder. The Consultant shall comply with all applicable Laws and Regulations pertaining to non-discrimination, equal opportunity and affirmative action, including without limitation executive orders and rules and regulations of federal and state agencies of competent jurisdiction. The Consultant’s non-compliance with any provision of this Paragraph 12.5 shall constitute a material breach of this Agreement, for which the Owner 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. The Consultant shall indemnify and hold harmless the Owner from any claims and demands of third parties resulting from the Consultant’s non-compliance with any of the provisions of this Paragraph 12.5 and in case of termination or cancellation of this Agreement, the Consultant shall indemnify the Owner during the remainder of the original term against any loss and damage suffered by reason of such termination. The Consultant shall keep confidential and shall not, without the Owner's prior written consent, release or disclose any information relating to the Project to anyone except as necessary to perform its work hereunder. By execution of this Agreement, the Consultant incorporates herein by reference the truth-in-negotiation certificate filed with the Owner, and hereby confirms: The wage (salary) rates and other costs used to support the Consultant’s compensation are accurate, complete and current at the time of contracting; and The Consultant agrees that the compensation hereunder may be adjusted within one (1) year of final completion of this Agreement to exclude any significant amounts if the Owner determines that the compensation was increased by such amounts due to inaccurate, incomplete or non-current wage (salary) rates or other costs. By execution of this Agreement, the Consultant, pursuant to Section 49A of Chapter 62C of the Massachusetts General Laws, certifies under the penalties of perjury that it has, to the best knowledge and belief of the undersigned on the Consultant’s behalf, filed all state tax returns and paid all state taxes required under law. The Consultant acknowledges that the Owner is a municipality for the purposes of Chapter 268A of the Massachusetts General Laws (the Massachusetts conflict of interest statute), and the Consultant agrees, as circumstances require, to take actions and to forbear from taking actions so as to be in compliance at all times with obligations of the Consultant based on said statute. The Consultant hereby certifies that it has not given, offered or agreed to give, any gift, contribution or offer of employment as an inducement for, or in connection with, the award of this Agreement. The Consultant hereby certifies that none of its subC-consultants or subcontractors have given, offered or agreed to give, any gift, contribution or offer of employment to the Consultant or to any other person, corporation or entity as an inducement for, or in connection with, the award to the Consultant or subcontractor of a contract by the Consultant. The Consultant hereby certifies that no person, corporation or other entity, other than a bona fide full-time employee of the Consultant, has been retained or hired to solicit for, or in any way assist, the Consultant in obtaining this Agreement upon an agreement or understanding that such a person, corporation or other entity be paid a fee or other consideration contingent upon the award of the Agreement. The Consultant hereby certifies that neither the Consultant nor any of its affiliates is currently debarred or suspended by the Commonwealth of Massachusetts or any of its subdivisions, under any Commonwealth law, including, but not limited to Section 29F of Chapter 29, or Section 25C of Chapter 152. The Consultant shall comply with all applicable requirements of M.G.L. c. 30, § 39R. This agreement includes the Exhibits listed below, all of which are appended hereto and are as fully a part of this Agreement as if set forth or repeated herein. Exhibit A Standardized Scope of Services and Work Hour Estimate Forms for Consultant Services and Exhibits A through D. Exhibit B - Consultant’s subC-consultants and Owner’s Consultant’s Exhibit C - Key Personnel of Consultant and Primary subC-consultants Exhibit D - Schedule of A/E Hourly Billing Rates Exhibit E - Project Schedule Exhibit F - Program Materials and Other Materials Provided by Owner Exhibit G - Existing Data on Site and Subsurface Conditions (where available) This Agreement entered into as of the day and year first written above. TOWN OF ACTON [ ]. By: __________________________________ Xxxxxx X. Xxxxxx, Town Manager By: __________________________________ [ ] EXHIBIT A Massachusetts Department of Transportation Highway Divisions Standardized Scope of Services Guidance for Preparing Work Hour Estimates EXHIBIT B CONSULTANT’S SUB-CONSULTANTS AND OWNER’S CONSULTANTS Approved Consultant’s Sub-Consultants NAME address NAME address NAME address Owner’s Consultants NAME address EXHIBIT C KEY PERSONNEL OF CONSULTANT AND PRIMARY SUB-CONSULTANTS Principal – in-charge Project Manager ­ Lead Civil Engineer Lead Traffic Engineer Lead Landscape Architect Lead Surveyor EXHIBIT D SCHEDULE OF A/E HOURLY BILLING RATES EXHIBIT E PROJECT SCHEDULE (Please insert project schedule) EXHIBIT F PROGRAM MATERIALS and OTHER MATERIALS PROVIDED BY OWNER No specific materials are provided. All plans and documents from Section 100 Project Development Engineering efforts are available to or in the possession of the Consultant. The Owner , in cooperation with the other towns will make every effort to provide additional materials and information the Consultant may require, to the extent that such materials and information are available to the Owner or the other towns. EXHIBIT G EXISTING DATA ON SITE AND SUBSURFACE CONDITIONS (where available) (insert information if available)

Other Conditions or Services. 12.1 The Consultant shall maintain at the Consultant’s expense, and shall file with the Owner a certificate evidencing, professional liability insurance issued by an insurance company admitted to conduct business in Massachusetts or a non-admitted company listed on the Massachusetts Insurance Commissioner’s approved list, and otherwise acceptable to the Owner having minimum limits of $500,000.00 for each claim and $1,000,000.00 annual aggregate. Such professional liability insurance shall have a deductible not in excess of $500,00010,000, for which the Owner shall not be responsible, shall cover the negligent professional errors, omissions and acts of the Consultant and/or of any Consultant sub-consultant or other person or business entity engaged by the Consultant to provide services in connection with this Agreement or for whose performance the Consultant is legally liable, and shall remain in full force and effect from the date hereof until substantial completion of the Project and for a period of six (6) years following completion of the Consultant’s Services provided pursuant to this Agreement. The Consultant shall also maintain general liability insurance including contractual liability coverage with a combined single limit not less than $1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Such general liability policies and certificates shall each include an endorsement stating that the issuing company shall mail at least thirty (30) days prior written notice to the Owner before cancellation, expiration without renewal, or material amendment of such policy, except that at least ten (10) days prior written notice shall be given to the Owner in the event of cancellation for non- non-payment of premium. The Consultant shall also maintain: (i) statutory workers’ compensation coverage and occupational disease coverage in accordance with the laws of the Commonwealth of Massachusetts and the laws of any other jurisdiction to which the Consultant may be subject; and (ii) valuable papers insurance coverage. The Consultant shall require its Consultants sub-consultants to maintain similar insurance coverages as the Consultant is required to maintain under this Agreement, in amounts acceptable to the Owner. The Owner shall be included as an additional insured on the Consultantsub-consultant’s insurance policies, except for professional liability and workers’ compensation. The Consultant shall deliver signed original insurance certificates to the Owner evidencing all of the foregoing insurance at the execution of this Agreement and on an annual basis thereafter, and shall, if requested by the Owner, deliver to the Owner originals or certified copies of the required insurance policies.. The Consultant shall not employ additional consultants not identified in Exhibit B, nor subcontract, assign or transfer any part of its Services or other obligations under this Agreement without the prior written consent of the Owner. Written consent shall not in any way relieve the Consultant from its responsibility for the professional and technical accuracy and the coordination of all data, designs, Drawings, Specifications, estimates and other work or materials furnished hereunder. The Consultant agrees to adhere to the time requirements and schedules included in this Agreement (Exhibit E); to perform its services as expeditiously as is consistent with the standard of professional skill and care required hereby, being the same care and skill ordinarily exercised by responsible members of the Consultant’s profession currently practicing in the Commonwealth; and to perform its services in coordination with the operations of the Owner of this Project and with any of the Owner’s Consultants in connection with the Project. It shall be the obligation of the Consultant to request any information necessary to be provided by the Owner for the performance of the Consultant’s services except as otherwise expressly set forth herein. As liquidated damages (and not as a penalty) for the Consultant’s failure to meet the Target Completion Date and Timeline included in Exhibit A, the Consultant shall be liable to the Owner in the amount of $25 per day for each day that the Consultant is late in meeting any such Target Completion Date and Timeline. The Owner and the Consultant agree that amendments to the time requirements and schedules of this agreement may become necessary as a result of MassDOT guidance, direction, or other actions; in such instances no liquidated damages shall be due to the Owner. In addition, the Consultant may request in writing from the Owner an extension of the Target Completion Date and Timeline for reasons wholly or partially beyond the Consultant’s control, and the Owner shall not unreasonably deny such request. No liquidated damages shall be due to the Owner during such time that the Target Completion Date and Timeline have been extended by the Owner. For purposes of this Agreement, staffing problems, insufficient financial resources, any default by a sub-consultant engaged by the Consultant or negligent errors or omissions by the Consultant or any of its sub-consultants shall not be considered causes beyond the control of the Consultant. The Consultant agrees as follows: In connection with performance of the Services under this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, age, gender, sexual orientation, gender identity or disability. The Consultant shall post in conspicuous places, available for employees and applicants for employment, notices to be provided by the Massachusetts Commission Against Discrimination (the “Commission”), setting forth the provisions of the Fair Employment Practices Law of the Commonwealth. In connection with the performance of Services under this Agreement, the Consultant shall not discriminate in its relationships with sub-consultants or suppliers on the basis of race, color, religion, creed, national origin, ancestry, age, gender, sexual orientation, gender identity or disability. In all the Consultant’s solicitations for bids or proposals it shall notify in writing each potential consultant or supplier of the Consultant’s obligations under this Paragraph 12.5, and it shall be a term of each contract with a sub-consultant or supplier in connection with the performance of the Services under this Agreement that the sub-consultant or supplier shall be bound to non-discrimination and equal opportunity requirements equivalent to the obligations of the Consultant hereunder. The Consultant shall comply with all applicable Laws and Regulations pertaining to non-discrimination, equal opportunity and affirmative action, including without limitation executive orders and rules and regulations of federal and state agencies of competent jurisdiction. The Consultant’s non-compliance with any provision of this Paragraph 12.5 shall constitute a material breach of this Agreement, for which the Owner 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. The Consultant shall indemnify and hold harmless the Owner from any claims and demands of third parties resulting from the Consultant’s non-compliance with any of the provisions of this Paragraph 12.5 and in case of termination or cancellation of this Agreement, the Consultant shall indemnify the Owner during the remainder of the original term against any loss and damage suffered by reason of such termination. The Consultant shall keep confidential and shall not, without the Owner's prior written consent, release or disclose any information relating to the Project to anyone except as necessary to perform its work hereunder. By execution of this Agreement, the Consultant incorporates herein by reference the truth-in-negotiation certificate filed with the Owner, and hereby confirms: The wage (salary) rates and other costs used to support the Consultant’s compensation are accurate, complete and current at the time of contracting; and The Consultant agrees that the compensation hereunder may be adjusted within one (1) year of final completion of this Agreement to exclude any significant amounts if the Owner determines that the compensation was increased by such amounts due to inaccurate, incomplete or non-current wage (salary) rates or other costs. By execution of this Agreement, the Consultant, pursuant to Section 49A of Chapter 62C of the Massachusetts General Laws, certifies under the penalties of perjury that it has, to the best knowledge and belief of the undersigned on the Consultant’s behalf, filed all state tax returns and paid all state taxes required under law. The Consultant acknowledges that the Owner is a municipality for the purposes of Chapter 268A of the Massachusetts General Laws (the Massachusetts conflict of interest statute), and the Consultant agrees, as circumstances require, to take actions and to forbear from taking actions so as to be in compliance at all times with obligations of the Consultant based on said statute. The Consultant hereby certifies that it has not given, offered or agreed to give, any gift, contribution or offer of employment as an inducement for, or in connection with, the award of this Agreement. The Consultant hereby certifies that none of its sub-consultants or subcontractors have given, offered or agreed to give, any gift, contribution or offer of employment to the Consultant or to any other person, corporation or entity as an inducement for, or in connection with, the award to the Consultant or subcontractor of a contract by the Consultant. The Consultant hereby certifies that no person, corporation or other entity, other than a bona fide full-time employee of the Consultant, has been retained or hired to solicit for, or in any way assist, the Consultant in obtaining this Agreement upon an agreement or understanding that such a person, corporation or other entity be paid a fee or other consideration contingent upon the award of the Agreement. The Consultant hereby certifies that neither the Consultant nor any of its affiliates is currently debarred or suspended by the Commonwealth of Massachusetts or any of its subdivisions, under any Commonwealth law, including, but not limited to Section 29F of Chapter 29, or Section 25C of Chapter 152. The Consultant shall comply with all applicable requirements of M.G.L. c. 30, § 39R. This agreement includes the Exhibits listed below, all of which are appended hereto and are as fully a part of this Agreement as if set forth or repeated herein. Exhibit A Standardized Scope of Services and Work Hour Estimate Forms for Consultant Services and Exhibits A through D. Exhibit B - Consultant’s sub-consultants and Owner’s Consultant’s Exhibit C - Key Personnel of Consultant and Primary sub-consultants Exhibit D - Schedule of A/E Hourly Billing Rates Exhibit E - Project Schedule Exhibit F - Program Materials and Other Materials Provided by Owner Exhibit G - Existing Data on Site and Subsurface Conditions (where available) This Agreement entered into as of the day and year first written above. TOWN OF ACTON [ ]. By: __________________________________ Xxxxxx X. Xxxxxx, Town Manager By: __________________________________ [ ] EXHIBIT A Massachusetts Department of Transportation Highway Divisions Standardized Scope of Services Guidance for Preparing Work Hour Estimates EXHIBIT B CONSULTANT’S SUB-CONSULTANTS AND OWNER’S CONSULTANTS Approved Consultant’s Sub-Consultants NAME address NAME address NAME address Owner’s Consultants NAME address EXHIBIT C KEY PERSONNEL OF CONSULTANT AND PRIMARY SUB-CONSULTANTS Principal – in-charge Project Manager ­ Lead Civil Engineer Lead Traffic Engineer Lead Landscape Architect Lead Surveyor EXHIBIT D SCHEDULE OF A/E HOURLY BILLING RATES EXHIBIT E PROJECT SCHEDULE (Please insert project schedule) EXHIBIT F PROGRAM MATERIALS and OTHER MATERIALS PROVIDED BY OWNER No specific materials are provided. All plans and documents from Section 100 Project Development Engineering efforts are available to or in the possession of the Consultant. The Owner will make every effort to provide additional materials and information the Consultant may require, to the extent that such materials and information are available to the Owner. EXHIBIT G EXISTING DATA ON SITE AND SUBSURFACE CONDITIONS (where available) (insert information if available)