HomeMy WebLinkAboutContract #: 854 - From: 09-14-2015 To: 06-30-2016 - Dover Press School - North Andover School Department1-1
NORTH ANDOVER SCHOOL DEPARTMENT
CONTRACT
DATE: SEPTEMBER 14, 2015
This Contract is entered into on, or as of, this date by and between the North Andover School
Department (the "School"), and
Contractor: Dover Press
Address: 2 Second Street
North Andover, MA 01845
Telephone Number: 978-681-0922
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This is a Contract for the procurement of the following: printed goods as quoted per requests.
The Contract price to be paid to the Contractor by the North Andover School Department is:
Not to exceed $25,000.00 for the FYI school year.
Payment will be made as follows: upon successful delivery of the product and within the
standard payment practice of the Town of North Andover.
Definitions:
4.1 Acceptance: All Contracts require proper acceptance of the described goods or
services by the North Andover School Department. Proper acceptance shall be
understood to include inspection of goods and certification of acceptable performance for
services by authorized representatives of the School to insure that the goods or services
are complete and are as specified in the Contract.
4.2 Contract Documents: All documents relative to the Contract including (where used)
Instructions to Bidders, Proposal Form, General Conditions, Supplementary General
Conditions, General Specifications, Other Specifications included in Project Manual,
Drawings, and all Addenda issued during the bidding period. The Contract documents
are complementary, and what is called for by any one shall be as binding as if called for
by all. The intention of the document is to include all labor and materials, equipment and
transportation necessary for the proper performance of the Contract.
4.3 The Contractor: The "other party" to any Contract with the School. This term shall (as
the sense and particular Contract so require) include Vendor, Contractor, Engineer, or
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other label used to identify the other party in the particular Contract. Use of the term
"Contractor" shall be understood to refer to any other such label used.
4.4 Date of Substantial Performance: The date when the work is sufficiently complete, the
services are performed, or the goods delivered, in accordance with Contract documents,
as modified by approved Amendments and Change Orders.
4.5 Goods: Goods, Supplies or Materials.
4.6 SubContractor: Those having a direct Contract with the Contractor. The term includes
one who furnished material worked to a special design according to the Drawings or
Specifications of this work, but does not include one who merely furnishes material not so
worked.
4.7 Work: The services or materials contracted for, or both.
5. Term of Contract and Time for Performance:
This Contract shall be fully performed by the Contractor in accordance with the provisions of the
Contract Documents on or before June 30, 2016, unless extended pursuant to a provision for extension
contained in the Contract documents at the sole discretion of the Town, and not subject to assent by the
Contractor, and subject to the availability and appropriation of funds as certified by the Town
Accountant. The time limits stated in the Contract documents are of the essence of the Contract.
6. Subject to Appropriation:
Notwithstanding anything in the Contract documents to the contrary, any and all payments which the
School is required to make under this Contract shall be subject to appropriation or other availability of
funds as certified by the Town Accountant. In the absence of appropriation, this Contract shall be
immediately terminated without liability for damages, penalties or other charges.
7. Permits and Approvals:
Permits, Licenses, Approvals and all other legal or administrative prerequisites to its performance
of the Contract shall be secured and paid for by the Contractor.
8. Termination and Default:
8.1 Without Cause. The School may terminate this Contract on seven (7) calendar days notice
when in the best interests of the School by providing notice to the Contractor, which shall
be in writing and shall be deemed delivered and received when given in person to the
Contractor, or when received by fax, express mail, certified mail return receipt requested,
regular mail postage prepaid or delivered by any other appropriate method evidencing
actual receipt by the Contractor. Upon termination without cause, Contractor will be paid
for services rendered to the date of termination.
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8.2 For Cause. If the Contractor is determined by the School to be in default of any term or
condition of this Contract, the School may terminate this Contract on seven (7) days notice
by providing notice to the Contractor, which shall be in writing and shall be deemed
delivered and received when given in person to the Contractor, or when received by fax,
express mail, certified mail return receipt requested, regular mail postage prepaid or
delivered by any other appropriate method evidencing actual receipt by the Contractor.
8.3 Default. The following shall constitute events of a default under the Contract:
1) any material misrepresentation made by the Contractor to the School; 2) any failure to
perform any of its obligations under this Contract including, but not limited to the
following: (i) failure to commence performance of this Contract at the time specified
in this Contract due to a reason or circumstance within the Contractor's reasonable
control, (ii) failure to perform this Contract with sufficient personnel and equipment or
with sufficient material to ensure the completion of this Contract within the specified
time due to a reason or circumstance within the Contractor's reasonable control, (iii)
failure to perform this Contract in a manner reasonably satisfactory to the School, (iv)
failure to promptly re -perform within a reasonable time the services that were rejected
by the School as unsatisfactory, or erroneous, (v) discontinuance of the services for
reasons not beyond the Contractor's reasonable control, (vi) failure to comply with a
material term of this Contract, including, but not limited to, the provision of insurance
and non-discrimination, (vii) any other acts specifically and expressly stated in this
Contract as constituting a basis for termination of this Contact, and (viii) failure to
comply with any and all requirements of state law and/or regulations, and Town bylaw
and/or regulations.
9. The Contractor's Breach and the School's Remedies:
Failure of the Contractor to comply with any of the terms or conditions of this Contract shall be
deemed a material breach of this Contract, and the North Andover School Department shall have
all the rights and remedies provided in the Contract documents, the right to cancel, terminate, or
suspend the Contract in whole or in part, the right to maintain any and all actions at law or in
equity or other proceedings with respect to a breach of this Contract, including damages and
specific performance, and the right to select among the remedies available to it by all of the
above.
From any sums due to the Contractor for services, the School may keep the whole or any part of
the amount for expenses, losses and damages incurred by the School as a consequence of
procuring services as a result of any failure, omission or mistake of the Contractor in providing
services as provided in this Contract.
10. Statutory Compliance:
10.1 This Contract will be construed and governed by the provisions of applicable federal,
state and local laws and regulations; and wherever any provision of the Contract or
Contract documents shall conflict with any provision or requirement of federal, state or
local law or regulation, then the provisions of law and regulation shall control. Where
applicable to the Contract, the provisions of the General Laws are incorporated by
reference into this Contract, including, but not limited to, the following:
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General Laws Chapter 30B — Procurement of Goods and Services.
General Laws Chapter 30, Sec. 39, et seq: - Public Works Contracts.
General Laws Chapter 149, Section 44A, et seq: Public Buildings Contracts.
10.2 Wherever applicable law mandates the inclusion of any term and provision into a
municipal contract, this Section shall be understood to import such term or provision
into this Contract. To whatever extent any provision of this Contract shall be
inconsistent with any law or regulation limiting the power or liability of , cities and
towns, such law or regulation shall control.
10.3 The Contractor shall give all notices and comply with all laws and regulations bearing on
the performance of the Contract. If the Contractor performs the Contract in violation of
any applicable law or regulation, the Contractor shall bear all costs arising therefrom.
10.4 The Contractor shall keep itself fully informed of all existing and future State and
National Laws and Municipal By-laws and Regulations and of all orders and decrees of
any bodies or tribunals having jurisdiction in any manner affecting those engaged or
employed in the work, of the materials used in the work or in any way affecting the
conduct of the work. If any discrepancy or inconsistency is discovered in the Drawings,
Specifications or Contract for this work in violation of any such law, by-law, regulation,
order or decree, it shall forthwith report the same in writing to the School. It shall, at all
times, itself observe and comply with all such existing and future laws, by-laws,
regulations, orders and decrees; and shall protect and indemnify the North Andover
School Department, the Town of North Andover, and its duly appointed agents against
any claim or liability arising from or based on any violation whether by him or its agents,
employees or subcontractors of any such law, by-law, regulation or decree.
11. Conflict of Interest:
Both the School and the Contractor acknowledge the provisions of the State Conflict of Interest
Law (General Laws Chapter 268A), and this Contract expressly prohibits any activity which
shall constitute a violation of that law. The Contractor shall be deemed to have investigated the
application of M.G.L. c. 268A to the performance of this Contract; and by executing the
Contract documents the Contractor certifies to the School that neither it nor its agents,
employees, or subcontractors are thereby in violation of General Laws Chapter 268A.
12. Certification of Tax Compliance ,
This Contract must include a certification of tax compliance by the Contractor, as required by
General Laws Chapter 62C, Section 49A (Requirement of Tax Compliance by All Contractors
Providing Goods, Services, or Real Estate Space to the Commonwealth or Subdivision).
13. Discrimination
The Contractor will carry out the obligations of this Contract in full compliance with all of the
requirements imposed by or pursuant to General Laws Chapter 151B (Law Against
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Discrimination) and any executive orders, rules, regulations, and requirements of the
Commonwealth of Massachusetts as they may from time to time be amended.
14. , Assignment:
Assignment of this Contract is prohibited, unless and only to the extent that assignment is
provided for expressly in the Contract documents.
15. Condition of Enforceability Against the School:
This Contract is only binding upon, and enforceable against, the School if. (1) the Contract is
signed by the School Superintendent or its designee; and (2) endorsed with approval by the
Town Accountant as to appropriation or availability of funds; and (3) endorsed with approval
by the Town Counsel as to form.
16. Corporate Contractor:
If the Contractor is a corporation, it shall endorse upon this Contract (or attach hereto) its
Clerk's Certificate certifying the corporate capacity and authority of the party signing this
Contract for the corporation. Such certificate shall be accompanied by a letter or other
instrument stating that such authority continues in full force and effect as of the date the
Contract is executed by the Contractor. This Contract shall not be enforceable against the
North Andover School Department unless and until the Contractor complies with this section.
The Contractor, if a foreign corporation, shall comply with the provisions of the General Laws,
Chapter 181, Sections 3 and 5, and any Acts and Amendments thereof, and in addition thereto,
relating to the appointment of the Commissioner of Corporations as its attorney, shall file with
the Commissioner of Corporations a Power of Attorney and duly authenticated copies of its
Charter or Certificate of Incorporation; and said Contractor shall comply with all the laws of
the Commonwealth.
17. Liability of Public Officials:
To the full extent permitted by law, no official, employee, agent or representative of the Town
of North Andover shall be individually or personally liable on any obligation of the Town
under this Contract.
18. Indemnification:
The Contractor shall indemnify, defend and save harmless the School, the Town of North
Andover„ the Town's officers, agents and employees, from and against any and all damages,
liabilities, actions, suits, proceedings, claims, demands, losses, costs, expenses, recoveries and
judgments of every nature and description (including reasonable attorneys' fees) that may arise
in whole or in part out of or in connection with the work being performed or to be performed,
or out of any act or omission by the Contractor, its employees, agents, subcontractors, material
men, and anyone directly or indirectly employed by any of them or anyone for whose acts any
of them may be liable, regardless of whether or not it is caused in part by any party indemnified
hereunder. The Contractor further agrees to reimburse the School for damage to its property
caused by the Contractor, its employees, agents, subcontractors or material men, and anyone
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directly or indirectly employed by any of them or anyone for whose acts any of them may be
liable, including damages caused by his, its or their use of faulty, defective, or unsuitable
material or equipment, unless the damage is caused by the School's gross negligence or willful
misconduct. The existence of insurance shall in no way limit the scope of the Contractor's
indemnification under this contract.
19. Workers Compensation Insurance:
The Contractor shall provide by insurance for the payment of compensation and the furnishing
of other benefits under Chapter 152 of the General Laws of Massachusetts (The Worker's
Compensation Act) to all employees of the Contractor who are subject to the provisions of
Chapter 152 of the General Laws of Massachusetts.
Failure to provide and continue in force such insurance during the period of this Contract shall
be deemed a material breach of this Contract, shall operate as an immediate termination
thereof, and Contractor shall indemnify the School for all losses, claims, and actions resulting
from the failure to provide the insurance required by this Article.
The Contractor shall furnish to the School evidence of such insurance prior to the execution of
this Contract before the same shall be binding on the parties thereto, except if specifically
waived by the School.
20. Documents, Materials, Etc.
Any materials, reports, information, data, etc. given to or prepared or assembled by the
Contractor under this Contract are to be kept confidential and shall not be made available to
any individual or organization by the Contractor (except agents, servants, or employees of the
Contractor) without the prior written approval of the School, except as otherwise required by
law. 'The Contractor shall comply with the provisions Chapter 66A of the General Laws of
Massachusetts as it relates to public documents, and all other state and federal laws and
regulations relating to confidentiality, security, privacy and use of confidential data.
Any materials produced in whole or in part under this Contract shall not be subject to
copyright, except by the School, in the United States or any other country. The School shall
have unrestricted authority to, without payment of any royalty, commission, or additional fee of
any type or nature, publicly disclose, reproduce, distribute and otherwise use, and authorize
others to use, in whole or in part, any reports, data or other materials prepared under this
Contract.
All data, reports, programs, software, equipment, furnishings, and any other documentation or
product paid for by the School shall vest in the School at the termination of this Contract. The
Contractor shall at all times, during or after termination of this Contract, obtain the prior
written approval of the School before making any statement bearing on the work performed or
data collected under this Contract to the press or issues any material for publication through
any medium.
21. Audit, Inspection and Recordkeeping
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At any time during normal business hours, and as often as the School may deem it reasonably
necessary, there shall be available in the office of the Contractor for the purpose of audit,
examination, and/or to make excerpts or transcript all records, contracts, invoices, materials,
payrolls, records of personnel, conditions of employment and other data relating to all matters
covered by this Agreement.
22. Payment
The School agrees to make all reasonable efforts to pay to the Contractor the sum set forth in
the Contractor's bid or proposal within thirty (30) days of receipt of an invoice detailing the
work completed and acceptance from the School of the work completed.
23. Waiver and Amendment
Amendments, or waivers of any additional term, condition, covenant, duty or obligation
contained in this Contract may be made only by written amendment executed by all signatories
to the original Agreement, prior to the effective date of the amendment.
To the extent allowed by law, any conditions, duties, and obligations contained in this Contract
may be waived only by written Agreement by both parties.
Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver,
nor in any manner limit the legal or equitable remedies available to that party. No waiver by
either party of any default or breach shall constitute a waiver of any subsequent default or
breach of a similar or different matter.
24. Forum and Choice of Law
This Contract and any performance herein shall be governed by and be construed in accordance
with the laws of the Commonwealth. Any and all proceedings or actions relating to subject
matter herein shall be brought and maintained in the courts of the Commonwealth or the federal
district court sitting in the Commonwealth, which shall have exclusive jurisdiction thereof.
This paragraph shall not be construed to limit any other legal rights of the parties.
25. Notices
Any notice permitted or required under the provisions of this Contract to be given or served by
either of the parties hereto upon the other party hereto shall be in writing and signed in the
name or on the behalf of the party giving or serving the same. Notice shall be deemed to have
been received at the time of actual service or three (3) business days after the date of a certified
or registered mailing properly addressed. Notice to the Contractor shall be deemed sufficient if
sent to the address set forth in the Contract and to the North Andover School by being sent to
the School Superintendent, 1600 Osgood, North Andover, Massachusetts 01845.
26. Binding on Successors:
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This Contract shall be binding upon the Contractor, its assigns, transferees, and/or successors in
interest (and where not corporate, the heirs and estate of the Contractor).
27. Complete Contract:
This instrument, together with its endorsed supplements, and the other components of the
contract documents, constitutes the entire contract between the parties, with no agreements
other than those incorporated herein.
28. Supplemental Conditions:
The foregoing provisions apply to all contracts to which the North Andover School Department
shall be a party. One of the following "Supplements" must be "checked" as applicable to this
Contract, shall be attached hereto, and shall in any event apply as the nature of the Contract
requires. The Supplement contains additional terms governing the Contract:
[ x ] -GOODS
SUPPLEMENT "G" - Applicable to Contracts for the procurement of Goods
(governed by the provisions of General Laws Chapter
3013)
[ ] SERVICES
SUPPLEMENT "S" - Applicable to Contracts for the procurement of Services
(governed by the provisions of General Laws Chapter
3013)
[ ] CONSTRUCTION
SUPPLEMENT "C" - Applicable to Contracts for Construction
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IN WITNESS WHEREOF the parties have hereto and to two other identical instruments set forth
their hands the day and year first above written.
THE SCHOOL
Div' ' n/Department Head
Contract Mauaaer
THE CONTRACTOR
-D)o,j or �(5�
Company Name
I1 a 's a 2q j,01)
Date Signature Date
Print Name & T' le`
CERTIFICATION AS TO AVAILABILITY OF FUNDS:
" 9n4 C )0,1,4 ) (�(W I I � q), C --
Town countant Date
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CERTIFICATIONS
CERTIFICATE OF NON -COLLUSION
The undersigned certifies under penalties of perjury that this bid or proposal has been made and
submitted in good faith and without collusion or fraud with any other person. As used in this
certification, the word "person" shall mean natural person, business, partnership, corporation,
committee, union, club or other organization, entity, or group of individuals.
Signature Date 4C.n �__15,.��J
w 4 r —9,f r Prv�
Print Name & tle Company Name
CERTIFICATE OF TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I
A rpk bWcl' y41 t id, h , authorized signatory for
Name of individual Name of contractor
do hereby certify under the pains and penalties of perjury that said contractor has complied with
all laws of the Commonwealth of Massachusetts, and the Town of North Andover, relating to
taxes, permit or other fees, reporting of employees and contractors, and withholding and
remitting child support.
JJ
Si ature Date
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SUPPLEMENT "G"
1. This form supplements the general provisions of the Contract between the Town of North
Andover and�� L. Pre�5 , which Contract is a contract for the
procurement of goods.
2. "Goods" shall mean Goods, Supplies, or Materials, as described in the Contract.
3. Change Orders:
Change orders may not increase the contract price by more than twenty-five percent
(25%), in compliance with General Laws Chapter 34B, § 13.
4. This Contract for purchase includes the following delivery, installation or setup
requirements:
Dated:an
THE TOWN OF NORTH ANDOVER
THE CONTRACTOR
By ,
/ V
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