Loading...
HomeMy WebLinkAboutContract #: 728 - From: 03-07-2014 To: 12-31-2015 - Donham & Sweeney Architects - Town of North AndoverY-: 31,1��-►a`3``�s AGREEMENT FOR DESIGN SERVICES I-r)a,o,y E� THIS AGREEMENT is made as of the /o day of--�, 24ft, by and between DONHAM & SWEENEY ARCHITECTS (hereinafter called the "Designer") and the TOWN OF NORTH ANDOVER, MASSACHUSETTS, a municipal corporation duly established under the laws of the Commonwealth of Massachusetts (hereinafter called the "Town"). PRELIMINARY RECITALS A. The Town seeks to obtain certain design services associated with the design and engineering services for the construction of a new Central Fire Station ("the Project"). B. The Designer possesses the expertise to perform and/or coordinate such services in a timely and professional manner. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Description of Proiect/Scope of Services The nature and scope of the services to be performed by the Designer are described in this Agreement and in Schedule I attached hereto and made a part hereof (the "Services"). Section 2. Time for Performance The Services shall be performed and completed within the time and in accordance with the schedule set forth in Schedule II attached hereto and made a part hereof. Section 3. Designer's Status The Designer's relationship to the Town is that of an independent contractor and not that of an agent or employee of the Town. Section 4. Designer's Performance 4.1 In the performance of the Services, the Designer will observe and comply with all federal, state and local laws, ordinances, codes, rules, regulations and orders applicable to the Project and the Services to be rendered by the Designer in connection therewith including but not limited to the applicable provisions of M.G.L. Chapter 7, M.G.L. Chapter 30, and M.G.L. Chapter 149. If a Contractor to the Designer performs Services which the Designer knew or should have known to be contrary to any laws, statutes, ordinances, building codes, rules or regulations without notice to the Town, the Designer shall assume full responsibility for such work and shall bear and be liable to the Town for the attributable costs and damages arising therefrom and indemnify the Town against the adverse consequences thereof. Design Services Contract by and between Town of North Andover Page 1 of 25 and Donham & Sweeney Architects 4.2 All of the Services to be performed by the Designer under or pursuant to this Agreement, from the inception of the Agreement until the Services have been fully performed, shall conform to the standards of care and skill which prevail among competent and qualified professionals under the same or similar circumstances involving a project and services such as the Project and Services described herein. 4.3 The Designer shall coordinate and/or provide all technical and professional services, including labor, materials, supplies, equipment, transportation, accommodation, subsistence and supervision to perform all Services as set forth herein. All of the Services to be performed and/or coordinated by the Designer will be in accordance with current technological practices, means, methods, procedures and techniques for projects such as the Project as of the time the Designer performs the Services. 4.4 The Designer will furnish efficient business administration and superintendence and perform the Services in the most expeditious and economical manner consistent with the interests of the Town. 4.5 The Designer represents and warrants that it is duly licensed (and in good standing) to perform the Services in the Commonwealth of Massachusetts. The Designer further represents and warrants that it is familiar with and has a working knowledge of the Massachusetts provisions relating to competitive bidding and public construction projects. The Designer agrees that if in the opinion of the Town, the Designer is not familiar with such provisions, the Designer shall engage at its own expense, competent personnel subject to the approval of the Town. The Town's approval of such personnel shall not relieve the Designer of its duties and obligations under this Agreement. 4.6 The Designer shall, at its own cost, completely repair, restore or replace (with the same or equal materials) any buildings or improvements damaged or injured by activities under this Agreement as a result of the Designer's activities or those of its agents, sub -contractors or employees. All such repair or replacement shall be completed to the Town's satisfaction. Should the Designer refuse or neglect to make such repairs or replacements within ten (10) days after receiving notice from the Town requesting such work, then the Town shall be entitled to perform such work at the expense of the Designer. 4.7 Left intentionally blank 4.8 If the Services to be performed by the Designer involve the preparation of Written Materials, such Written Materials prepared and to be prepared by the Designer for the Project (and, in the case of drawings or plans and specifications, all improvements when built in accordance therewith) will conform to the requirements of the State Building Code, 780 CMR 1, et sM., and to any other applicable federal, state, municipal and local laws, ordinances, rules, regulations, codes and orders in effect at the time such work is performed. The Designer shall certify such matters to the Town and all other interested parties, as and when requested by the Town from time to time. All such certifications shall be in a form reasonably acceptable to the Town and all other interested parties. Design Services Contract by and between Town of North Andover Page 2 of 25 and Donham & Sweeney Architects 4.9 The Designer shall give the Town not less than two (2) days prior notice of the commencement of any work under this Agreement involving entry upon any project site. Authorization must be obtained by the Designer from the Town prior to the Designer's entering upon any project site for purposes of conducting examinations and other work required to accomplish the Services. In addition, during the course of such entry, the Designer shall use diligent efforts to minimize damage to buildings and interference with the use of such sites. 4.10 Ray Santilli, Assistant Town Manager, shall be the Town's primary contact person with the Designer, and Jeff Shaw, Principal, will be the Designer's primary contact person with the Town. These contact persons named herein shall remain with the Project from start to completion of the Services covered in this agreement. 4.11 All of the foregoing is in addition to, and not in lieu of, any and all other duties, obligations, liability and responsibility implied or imposed upon the Designer by law in connection with the Services to be performed by the Designer hereunder. Section 5. Compensation 5.1 The Designer shall be paid a "fixed fee" amount for each major phase of service in accordance with Schedule III attached hereto, which will include all labor, overhead, profit, insurance, office, travel, and any other direct or indirect cost in connection with the Designer's provision of services as specified in Schedule I "Scope of Services" attached hereto, except for "Reimbursable Expenses and Sub -Contractors" under Section 5.3 hereof. The Contract Sum shall be paid as hereinafter provided in Section 6 hereof. 5.2 The Designer will enter into a certificate of a truth -in -negotiations certificate in the form prescribed by M.G.L. c.7, §38H(b) at the time of final execution of this Agreement. 5.3 "Reimbursable Expenses" and "Sub -Contractor" shall mean reasonable expenses pre -approved by the Town and incurred by the Designer in connection with the conduct of approved Services associated with the printing, copying, and mailing/delivery of printed materials such as plans and specifications; and the use of outside sub -contractors for specialized technical services deemed necessary by mutual consent of the Designer and the Town. The Designer shall submit to the Town for approval a written scope of work and cost estimates for services proposal for each sub -contractor prior to proceeding with the specified work. Payment for Reimbursable Expenses and Sub -Contractor shall be made within thirty (30) days after receipt and approval by the Town of a detailed monthly invoice of such expenses. Said monthly invoices shall (i) include a detailed itemization of the services rendered/completed, along with attached copies of the original invoices submitted to and paid by the Designer, and (ii) be certified as correct by the Designer and shall contain a further certification by the Designer that all due and payable bills with respect to the expenses shown in such monthly invoice have been paid to date or shall be paid from the proceeds of the payment made pursuant to such invoice. Design Services Contract by and between Town of North Andover Page 3 of 25 and Donham & Sweeney Architects Section 6. Payment 6.1 Based upon the documentation submitted to the Town as hereinafter provided, the Town shall make progress payments on account of the Contract Sum as follows: The Designer shall invoice the Town once per month for the portion of the Services rendered/completed during the past month. The amount of each monthly progress payment shall be equal to the percentage amount attributable to the specific Phase of the Scope of Services completed as set forth in Schedules I, Il & III attached hereto, less retainage in such amount as the Town shall determine for any incomplete work and any claims of the Town against the Designer. The monthly invoice shall also contain separate progress payment sums for work performed/completed by any sub- contractor as specified under Section 5.3 of this Agreement. Monthly invoices shall be paid within thirty (30) days after submission to the Town of the following (all in form acceptable to the Town): (i) the certificate of the Designer stating that the Phase/portion of the Services for which payment is being requested has been completed in compliance with this Agreement; (ii) reproducibles of all plans, reports, studies and other materials to be prepared and delivered to the Town in connection with the Phase/portion of the Scope of Services for which payment is being requested. 6.2 Left intentionally blank 6.3 Neither the Town's payment of any progress payment or any final payment on account of the Contract Sum hereunder, nor the Town's failure to withhold any such payment(s) shall result in or cause a release or discharge of the Designer of its obligations hereunder or constitute a waiver of any claims against the Designer. 6.4 Any provision hereof to the contrary notwithstanding, the Town shall not be obligated to make any payment (whether a Progress Payment or Final Payment) to the Designer hereunder if any one or more of the following conditions exist, to -wit: 6.4.1 The Designer is in default of any of its obligations hereunder or otherwise is in default under this Agreement; 6.4.2 Any part of such payment is attributable to Services which are not performed in accordance with this Agreement; 6.6 No Progress Payment or other partial payment made hereunder shall be, or be construed to be, final acceptance or approval of that part of the Services to which such Progress Payment or other partial payment relates or relieve the Designer of any of its obligations hereunder with respect thereto. 6.7 The making of Final Payment by the Town to the Designer shall not constitute a waiver of any claims by the Town against the Designer arising from (i) unsettled liens, (ii) faulty or defective Services, or any errors or omissions in the Designer's performance of the Services, appearing after completion thereof, (iii) failure of the Services to comply with the requirements of this Agreement, or (iv) the terms of this Agreement or provided by law pertaining to the Designer's performance of the Services, or any breach thereof by the Designer, all of which shall Design Services Contract by and between Town of North Andover Page 4 of 25 and Donham & Sweeney Architects survive such Final Payment and final acceptance of the Services. The acceptance of Final Payment shall constitute a waiver of all claims by the Designer except those previously made in writing and identified by the Designer as unsettled at the time of the Final Request for payment. Section 7. Changes in Services 7.1 All changes in the scope of the Services shall be effected by written instrument signed by both the Town and the Designer. In no event shall the Town be required to accept and/or pay for any Services beyond the scope of the Services set forth in Schedule I, IA and IV attached hereto unless the same is set forth in a written instrument signed by the Town and the Designer, nor shall the Town be required to pay more for any such change in the scope of the Services than is stated in such agreed upon written instrument. 7.2 In accordance with M.G.L. c.7, §38HO), the Designer or its sub -contractors shall not be compensated for any services involved in preparing changes that are required for additional work that should have been anticipated by the Designer in the bid documents, as reasonably determined by the North Andover Town Manager. Section 8. Insurance 8.1 The Designer shall provide at its own expense and maintain during the term of this Agreement, insurance policies issued by recognized and responsible insurers satisfactory to the Town and authorized to do business in the Commonwealth of Massachusetts, covering the. Designer's activities in connection with this Agreement. Such insurance shall provide coverage of the type and in the amounts specified. Coverages under 8.1.3, 8.1.4 and 8.1.5 shall be provided on an "occurrence" basis. 8.1.1 As to claims covered by Worker's Compensation, the amount of the statutory limits for any state in which Services are to be performed. 8.1.2 Employer's liability insurance with limits of not less than $500,000.00 except that, if the new form policy is used, limits must be not less than $500,000.00 per accident, $500,000.00 per disease and a $2,000,000.00 policy limit on disease. 8.1.3 Insurance upon each motor vehicle used by the Designer in connection with the work provided hereunder, providing public liability coverage as to such vehicle or vehicles of not less than $1,000,000.00 for each occurrence and $1,000,000.00 in the aggregate with respect to bodily injury and property damage. 8.1.4 A comprehensive general liability policy providing bodily injury coverage, including death, for not less than $1,000,000.00 coverage as to each occurrence and $1,000,000.00 aggregate and $500,000.00 property damage, with contractual liability recognizing the indemnities contained in this Agreement and completed operations for at least two (2) years. Design Services Contract by and between Town of North Andover Page 5 of 25 and Donham & Sweeney Architects 8.1.5 Professional liability insurance covering claims arising out of errors, omissions and acts by the Designer in rendering professional services, in the amount of $1,000,000.00 or ten (10%) per cent of the project's estimated cost of construction, whichever is greater, including contractual liability coverage, with all coverage retroactive to the earlier of the date of this Agreement or commencement of the Designer's Services with respect to the Project, which coverage shall be maintained for a period of at least three (3) years after the date of Final Payment by the Town to the Designer with respect to the Project. 8.1.6 Valuable papers insurance with a limit of not less than $120,000.00 for each loss, insuring the restoration of any documents, reports, memoranda, analysis, drawings and similar papers or data relating to the Services in the event of loss or destruction. 8.2 Notwithstanding any other provision of this Agreement to the contrary, should any insurance policy required by this Agreement be cancelled or otherwise terminated before the completion of the Services hereunder, the Designer shall use all diligent efforts to procure and maintain in force similar insurance from insurers satisfactory to the Town and shall provide certificates of such insurance to the Town upon the execution of this Agreement and thereafter upon the Town's written request. In the event that the Designer is unable to obtain the required insurance coverage, then either the Designer or the Town shall have the right to terminate this Agreement without penalty, such termination to be governed by the provisions of Section 21 hereof. 8.3 On the date of this Agreement, the Designer shall furnish a certificate evidencing all of the required insurance coverage, and providing that no such coverage shall be cancelled without at least thirty (30) days' prior written notice to the Town. The Town shall be named as an additional insured party under the policies specified in paragraphs 8.1.2, 8.1.3, 8.1.4, 8.1.5, and 8.1.6 above. Section 9. Indemnification 9.1 For claims arising out or relating to negligent errors and omissions in the performance of professional services rendered by the Designer, to the fullest extent permitted by law, the Designer shall indemnify and hold harmless the Town and its officers and employees from and against all claims, damages, liabilities, injuries, costs, fees, expenses, or losses, including, without limitation, reasonable attorney's fees and costs of investigation and litigation, whatsoever which may be incurred by the Town to the extent caused by the negligence of, or the breach of this Agreement by, the Designer or a person employed by the Designer, or sub - consultant for whom the Designer is responsible under this Agreement. 9.2 For all other claims, to the fullest extent permitted by law, Designer shall defend, indemnify and hold harmless the Town and their officers and employees from and against all claims, damages, liabilities, injuries, costs, fees, expenses, or losses, including, without limitation, reasonable attorney's fees and costs of investigation and litigation, whatsoever which may be incurred by the Town to the extent they result from the performance of its services Design Services Contract by and between Town of North Andover Page 6 of 2S and Donham & Sweeney Architects provided that such claims, damages, liabilities, injuries, costs, fees, expenses, or losses are attributable to bodily injury or death or injury to or destruction of tangible property and are caused by an act or omission of the Designer or a person or sub -consultant for whom the Designer is responsible under this Agreement. Section 10. Notices All reports and payments, together with all notices and other communications required to be given under the terms of this Agreement, shall be made in writing and shall be deemed to have been made and given if mailed by certified mail, sent by overnight courier, transmitted by electronic facsimile or hand delivered to the party to receive such notice, addressed as follows: To the Town: Mr. Ray Santilli, Assistant Town Manager North Andover Town Hall 120 Main Street North Andover, MA 01845 To Designer: Mr. Jeff Shaw, Principal Donham & Sweeney Architects 68 Harrison Avenue Boston, MA 02111 Section 11. Confidential and Proprietary Information; the Ownership of Documents 11.1 All designs, drawings, plans, specifications, models, technical data, calculations, reports and other documents, information and material produced, generated or compiled by the Designer and any sub -contractors engaged by the Designer in the performance of this Agreement (all herein collectively referred to as "Written Materials") shall be and become the joint property of the Town and the Designer. The Town and the Designer are vested with equal rights of ownership therein, including, without limitation, all copyrights (both statutory and common law) all of which are hereby assigned by the Designer to the Town in consideration of the compensation paid by the Town to the Designer hereunder. Without limitation upon the generality of the foregoing, it is expressly understood and agreed that the Town may utilize the Written Materials with respect to construction, maintenance, repair, alteration, expansion, modification and reconstruction of the Project at any time and from time to time. Furthermore, in the case of design drawings and/or specifications, the Town may utilize any drawings, plans or specifications produced, generated or compiled by the Designer or its Designers with respect to another project, provided the Designer shall not be responsible for changes made to the drawings, plans, or specifications without the Designer's authorization, nor for the Town's use of the drawings, plans or specifications on another project. The Designer agrees that the Town shall have access at all reasonable times to inspect and make copies of all of said Written Materials in the Designer's possession pertaining to the Project and the Services performed thereon by the Designer under this Agreement. All of the Town's rights hereunder shall survive any cancellation, termination or expiration of this Agreement. Design Services Contract by and between Town of North Andover Page 7 of 25 and Donham & Sweeney Architects Section 12. Default and Delays 12.1 If the Designer defaults or neglects to carry out the Services in accordance with this Agreement or fails to perform any provision of this Agreement, the Town may, after five days' written notice to the Designer and without prejudice to any other remedy he may have, make good such deficiencies and may deduct the cost thereof from the payment then and thereafter due the Designer or, at its option, may terminate this Agreement. 12.2 The Designer hereby agrees that it shall have no claim for damages of any kind on account of any delay in the commencement of the Services and/or any delay or suspension of any portion of the Services, whether such delay is caused by the Town or otherwise. Section 13. Subcontracts 13.1 The Designer shall not delegate any of its duties hereunder, except to competent and reliable sub -Designers and sub -contractors approved in advance and in writing by the Town. 13.2 Requests for approval of Services to be delegated by the Designer must include a clear description of the work to be performed and the capabilities of the sub-Designers/sub- contractors to perform such work. If requested by the Town, copies of executed contracts between Designer and sub -contractor or for any other work delegated by the Designer shall be delivered to the Town immediately after such execution. 13.3 The Designer represents that it has made and will make reasonable investigation of all subcontractors to be utilized in the performance of work under this Agreement to determine that they possess the skill, knowledge and experience necessary to enable them to perform the Services required. Nothing in this Agreement shall relieve the Designer of its prime and sole responsibility for the performance of the Services under this Agreement and the Designer shall remain liable for all work performed by itself or any sub -contractor or other person performing Services under the authority of the Designer. Section 14. No Third Party Beneficiary All of the provisions of this Agreement are solely for the benefit of the parties hereto, and none of the other provisions of this entire Agreement shall inure to the benefit of any person not a party to the Agreement, and third parties shall have no rights hereunder. Section 15. Records 15.1 The Designer agrees that the Town and the Commonwealth of Massachusetts, or any of their duly authorized representatives shall have access to any books, documents, papers and records of the Designer which are directly pertinent to the project for the purposes of making audit, examination, excerpts, and transcriptions. 15.2 The Designer shall maintain all records involved with this Agreement for a period of six (6) years after the Town makes Final Payment and all pending matters are closed. Design Services Contract by and between Town of North Andover Page 8 of 25 and Donham & Sweeney Architects 15.3 It is understood that authorized representatives of the Town may inspect or review all Written Materials in progress during normal working hours. In order that all Written Materials may be readily available for conference and periodic inspection by said representatives, all Services involving the production of any Written Materials shall be performed in adequately staffed office(s) located within the confines of the Commonwealth of Massachusetts. 15.4 The Designer will protect the privacy of, and respect the confidentiality of information provided by program participants, consistent with applicable federal and state laws and regulations, including M.G.L. ch. 66, §10, regarding access to public records. Section 16. Liability of Town The liability of the Town under this Agreement is limited to the compensation provided herein, and shall in no event include liability for incidental, special or consequential damages, or lost profits, or for damages or loss from causes beyond the Town's reasonable control. Section 17. Assistance in Claims and/or Litigation 17.1 The Designer shall render assistance to the Town in claims and/or litigation in connection with or arising out of this Agreement, including without limitation, any claims and/or litigation involving the Designer or its subcontractors; and any claims and/or litigation brought by or against the Town and any third parties, by providing only for the Town technical information, analyses and expert witnesses. The Designer shall provide such services at a mutually agreed upon and reasonable rate, except those Services which are required under this Agreement or are necessitated by the alleged acts, errors or omissions of the Designer, all of which shall be provided at no cost to the Town. Section 18. Discrimination Prohibited 18.1 In all hiring or employment made possible by or resulting from this Agreement, (1) there will not be any discrimination against any employee or applicant for employment because of race, color, religion, sex, or national origin, and (2) affirmative action will be taken to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. 18.2 No person in the United States shall, on the ground of race, color, religion, sex or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. The Designer will comply with all requirements imposed by or pursuant to Title VI of the Civil Rights Act of 1964. Section 19. Certifications Required by Law The Designer, by executing this Agreement, certifies the following: Design Services Contract by and between Town of North Andover Page 9 of 25 and Donham & Sweeney Architects (a) it has not given, offered or agreed to give any person, corporation or other entity any gift, contribution or offer of employment as an inducement for, or in connection with, the award of this Agreement for design services; (b) that no consultant or sub -contractor to the Designer has given, offered or agreed to give any gift, contribution or offer of employment to the Designer, or to any other person, corporation, or entity as an inducement for, or in connection with, the award to the consultant or sub -contractor of a contract by the Designer; (c) that no person, corporation or other entity, other than a bona fide full time employee of the Designer, has been retained or hired by the Designer to solicit for or in any way assist the Designer in obtaining this Agreement for design services upon an agreement or understanding that such person, corporation or other entity be paid a fee or other consideration contingent upon the award of this Agreement to the Designer; and (d) that the Designer has internal accounting controls as required by M.G.L. c. 30, §39R, and that the Designer: (1) will maintain accurate and detailed accounts for a six-year period after the Final Payment; (2) will file with the Town regular statements of the Designer concerning internal auditing controls; (3) has filed and will continue to file with the Commissioner of Capital Planning and Operations an annual audited financial statement prepared by an independent certified public accountant as required by M.G.L. c. 30, §39R; and (4) will submit a statement from an independent certified public accountant that such CPA (or public accountant) has examined the Designer's internal auditing controls and expresses an opinion as to their consistency with the Designer's statements in (2) above and whether such statements are reasonable with respect to transactions and assets that are substantial in relation to the Designer's financial statements. (M.G.L. c. 7, §38H(e). (e) that the Designer, and any sub -contractor to the Designer, represents, warrants and certifies that it has complied with all laws of the Commonwealth of Massachusetts relating to taxes and all by-laws, rules and regulations of the Town of North Andover relating to taxes, fees and charges, or is lawfully contesting the validity of the same. The Designer, and any sub- contractor to the Designer, further represents, warrants and certifies that it will remain in such compliance during the term of this Agreement, including any amendments or extensions hereto. (f) That neither the Designer nor any consultants employed by the Designer have been debarred pursuant to Section 44C of M.G.L. Chapter 149. Design Services Contract by and between Town of North Andover Page 10 of 25 and Donham & Sweeney Architects Breach of any of the foregoing provisions shall be deemed a material breach which shall entitle the Town to immediately terminate this Agreement and take any other action authorized by law. Section 20. Conflict of Interest 20.1 The Designer warrants that it has complied with all provisions of law regarding the award of this Agreement and that it, or its employees, agents, officers, directors or trustees have not offered or attempted to offer any thing of any value to any employee of the Town in connection with this Agreement. 20.2 The Designer further warrants that no employee of the Town of North Andover, including unpaid members of Town boards and commissions, serves as an officer, director, trustee or employee of the Designer, and that no employees of the Town of North Andover have or will have a direct or indirect financial interest in this Agreement. 20.3 Violation of this Section shall be a material breach of this Agreement and shall be grounds for immediate termination of this Agreement by the Town without regard to any enforcement activities undertaken or completed by any enforcement agency. Termination of this Agreement pursuant to this Section shall not waive any claims for damages the Town may have against the Designer resulting from the Designer's violation of the terms of this Section. Section 21. Termination; Survival of Covenants 21.1 Notwithstanding any other provision of this Agreement, the Town reserves the right at any time in its absolute discretion to suspend or terminate this Agreement in whole or in part for its convenience upon written notice to the Designer. If any portion of this Agreement so suspended is not recommenced by written notice of the Town within the time period specified in the written notice of suspension, the suspended portion of this Agreement shall be thereupon deemed terminated as to that portion for the convenience of the Town in accordance with this provision. The Town shall incur no liability by reason of such termination or suspension except for the obligation to pay compensation for all Services performed to the termination date, which obligation shall not exceed the limits established under each Phase of the Services as to which the Town has expressly authorized the Designer to proceed. 21.2 Upon receipt of any such notice or suspension or termination, the Designer shall (a) discontinue all Services affected (unless the notice directs otherwise); and (b) deliver to the Town all Written Materials and other information and materials pertaining to the Project, whether completed or in progress. 21.3 Any termination or suspension of this Agreement shall not impair the right of the Town to recover damages occasioned by the fault of the Designer. Any suspension shall not limit the right of the Town to terminate this Agreement. 21.4 All of the Designer's covenants and obligations hereunder shall survive the termination or expiration of this Agreement. Design Services Contract by and between Town of North Andover Page 11 of 25 and Donham & Sweeney Architects Section 22. Ineligibility The Designer acknowledges that it may be ineligible to perform further design services unless the Town commissions an independent review, by a knowledgeable and competent individual or business doing such work, of the Designer's work under this Agreement to insure its reasonableness and its adequacy prior to allowing the Designer to continue on the project. Nothing contained herein shall be construed to require the Town to commission any such review. Section 23. Entire Agreement, Interpretation, Governing Law 23.1 This Agreement is the exclusive statement of the agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, proposals and awards, written or oral, relating to its subject matter. 23.2 Headings, titles and paragraph captions are inserted in this Agreement for convenience, are descriptive only and shall not be deemed to add to or detract from or otherwise modify the meaning of the paragraphs. 23.3 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 23.4 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. 23.5 The terms: "hereof', "herein" and "hereunder", and words of similar import, shall be construed to refer to this Agreement as a whole, and not to any particular section, paragraph or provision, unless expressly so stated. 23.6 All words or terms used in this Agreement, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. 23.7 This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such document to be drafted or prepared. 23.8 Time is of the essence for the performance and payment of each and every covenant and obligation contained herein. 23.9 No amendment of this Agreement shall be effective unless the same is made in writing and signed by the parties hereto. 23.10 The terms "person" and "persons" used herein shall include natural persons and corporations, partnerships (general and limited), firms, associations, trusts, estates, bodies politic, political subdivisions and other entities and organizations. Design Services Contract by and between Town of North Andover Page 12 of 25 and Donham & Sweeney Architects 23.11 Each and every provision of law and governmental regulation required by law to be inserted in an agreement such as this or in any of the contract documents shall be deemed to be inserted herein or therein and this Agreement shall read and shall be enforced as though so included therein, and if through mistake, inadvertence or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement shall be deemed to be amended to make such insertion or correction. Section 24. Assignment 24.1 The Town shall have the right to assign this Agreement to (i) any other person or entity succeeding to the Town's ownership of the Project or property which is the subject of the Designer's work hereunder, or (ii) to any other person or entity having or acquiring an interest therein, including, without limitation, any lending institution. 24.2 Designer shall not assign, pledge or hypothecate this Agreement or any monies due hereunder. Section 25. Successors and Assigns Subject to the restrictions on assignment contained in paragraph 24.2 hereof, this Agreement shall be, binding upon and inure to the benefit of the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. For the Designer: By JJ4 /A , 7t01 he Town: By Town Manager As to form: Town Counseu As to the availability of funds: gbAo-(b� own ccountant Design Services Contract by and between Town of North Andover Page 13 of 25 and Donham & Sweeney Architects MASSACHUSETTS PROJECT IS: BLE FOR THIS 1. In accordance with the provisions of the Massachusetts General Laws, Chapter 29, §29A(4), I hereby certify that a resume of the Designer has been filed with the Designer Selection Board. In accordance with Chapter 7, §38H(e), I further certify that the DESIGNER has not given, offered or agreed to give any person, corporation, or other entity any gift, contribution or offer of employment as an inducement for, or in connection with, the award of the contract -for design services; no consultant to or subcontractor for the DESIGNER; and no person, corporation or other entity, other than a bonafide full-time employee of the DESIGNER, has been retained or hired by the DESIGNER to solicit for, or in any way assist, the DESIGNER in obtaining the contract for design services upon an agreement or understanding that such person, corporation or other entity be paid a fee or other consideration contingent upon the award of the contract to the DESIGNER. I also certify that under the pains and penalties of perjury that the Designer has not offered, given, or agreed to give, received, accepted, or agreed to accept, any gift, contribution, or any financial incentive whatsoever to or from any person in connection with the contract. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity or group of individuals. Furthermore, the Designer certifies under the penalties of perjury that throughout the duration of the contract, it will not have any financial relationship in connection with the performance of this contract with any materials manufacturer, distributor or vendor. Signed under the pains and penalties of perjury this day of December, 2013. By: Name: Designer/ Design Services Contract by and between Town of North Andover Page 14 of 25 and Donham & Sweeney Architects SCHEDULE I SCOPE OF SERVICES The Architect/Designer will be responsible for, but not limited, to providing the following services: A. Gather information required to become familiar with the project and the various parties that must be communicated with during the architect/design process. B. Meet with Town, OPM, and other interested stakeholders as necessary. C. Review the program furnished by the Town to ascertain the requirements of the project and shall arrive at a mutual understanding of such requirements with the Town. D. Provide a preliminary evaluation of the Town' program, schedule and construction budget requirements, each in terms of the other. E. Review with the Town alternative approaches to design and construction of the project (renovation/addition of existing structure or new construction). F. Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Town, schematic design documents consisting of drawings and other documents illustrating the scale and relationship of project components. G. Submit to the Town a preliminary estimate of construction cost, prepared by an independent cost estimator engaged by the Architect, based on current area, volume or other unit costs. H. Based on the approved schematic design documents and any adjustments authorized by the Town in the program, schedule or construction budget, the Architect shall prepare, for approval by the Town, design development documents consisting of drawings and other documents to fix and describe the size and character of the project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. I. Advise the Town of any adjustments to the preliminary estimate of Construction Cost. J. Be available to support the process and budget request at meetings of the Board of Selectmen, Finance Committee and Annual Town Meeting. Design Services Contract by and between Town of North Andover Page 15 of 25 and Donham & Sweeney Architects SCHEDULE IA 1. In the performance of the Services, the Designer will observe and comply with all federal, state and local laws, ordinances, codes, rules, regulations and orders applicable to the Project and the services to be rendered by the Designer in connection therewith. The Designer shall not violate any zoning, setbacks or other requirements of applicable laws, ordinances and codes or of any recorded covenants or restrictions applicable to the Project site. If the Designer performs services which the Designer knew or should have known were contrary to any laws, statutes, ordinances, building codes, rules, regulations or recorded covenants or restrictions applicable to any Proposed Site, the Designer shall be liable to the Town for the attributable costs and damages arising there from and indemnify the town against the adverse consequences thereof. 1.2 Designer represents and warrants it is duly licensed (and in good standing) to perform the Services in the Commonwealth of Massachusetts. Designer further represents and warrants that it is familiar with and has a working knowledge of the Massachusetts provisions relating to competitive bidding and public construction projects, including, without limitations, MGL c7, §38A-380, MGL c149, §44A -44H, and MGL c30, §39M, and all related laws and regulations. The Designer agrees that if in the opinion of the Town the Designer is not familiar with such provisions, the Designer shall engage, at its own expense, competent personnel subject to the approval of the Town. The Town's approval of such personnel shall not relieve the Designer of its duties and obligations under this Agreement. 1.3 Designer shall, at its own cost, correct and make good any errors or defects in its Services, including, without limitations, any errors, omissions or defects in any plans, specifications, drawings or other documents prepared by the Designer or any of its consultants hereunder, as soon as Designer becomes aware of such errors or defects or is notified of such errors or defects. 1.4 Designer shall exercise due care to prepare all drawings, plans and specifications for the Project in conformity with the requirements of the State Building Code, 780 CMR 1.00, et. seq. and to any other applicable federal, state, municipal and local laws, ordinances, rules, regulations, codes and orders, including, without limitations, the rules and regulations of the Massachusetts Designer Access Board, 521 CMR 1.00 et. seq. Designer shall certify such matters to the Town and all other interested parties to facilitate the financing or sale or other disposition of the Project by the Town as and when requested by the Town from time to time. All such certificates shall be in a form reasonably acceptable to the Town and all other interested parties. 1.5 The Designer shall at all times assist the Town in gaining approval of the Zoning Board of Appeals, Planning Board, Board of Health, Conservation Commission and Town Meeting to approve the Project, and shall prepare all documents, studies, plans, drawings, specifications and other instruments required in connection therewith. The Designer shall attend public hearings for each of the foregoing. In furtherance thereof, the Designer Design Services Contract by and between Town of North Andover Page 16 of 25 and Donham & Sweeney Architects shall comply with all of the requirements of MGL c7, §38A-380, MGL c149, §44A -44H, and §44M, and MGL c30, §39M, and all related laws and regulations. The Designer shall be responsible for the preparation and timely submission of all design submissions, contract documents and other documents required by the foregoing as required. All design submissions, construction documents and contract documents shall conform to the appropriate requirements of the foregoing statutes and regulations, and shall be in such a form and with such information or data contained therein as may be required by such agencies. 1.6 The Designer shall comply with the requirements of MGL c149, §44M and shall prepare an energy systems life cycle cost estimate for approval by the appropriate authorities at the Design Development stage. 1.7 All of the foregoing is in addition to, and not in lieu of, any and all other duties, obligations, liability and responsibility implied or imposed upon Designer by law in connection with the Services to be performed by Designer hereunder. 1.8 The Construction Cost shall be the total cost or estimated cost to the Town of all elements of the Project designed or specified by the Designer. 1.9 The Construction Cost shall include the cost at current market rates of labor and materials furnished to the Town and equipment designed, specified, selected or specially provided for by the Designer, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 2.0 Construction Cost does not include the compensation of the Designer and Designer's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Town. 2.1 Evaluations of the Town's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Designer, represent the Designer's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Designer nor the Town has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Designer cannot and does not warrant or represent that bids or negotiated prices will not vary from the Town's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Designer. 2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Designer shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make Design Services Contract by and between Town of North Andover Page 17 of 25 and Donham & Sweeney Architects reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Designer submits the Construction Documents to the Town, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Town and the date on which proposals are sought. 2.4 If a fixed limit of Construction Cost is exceeded by the lowest bona fide bid or negotiated proposal, the Town shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 if the Project is abandoned, terminate the Project; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 2.5 If the Town chooses to proceed under Clause 2.4.4, the Designer, with additional charge, shall modify the Contract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Designer's responsibility arising out of the establishment of a fixed limit. The Designer shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. 2.6 Bids in Excess of Cost Estimate. Should the lowest responsible and eligible bid by a general building contractor for the construction of the Project exceed by more than 5% the total estimated construction cost of the Project stated on the Estimated Project Construction Cost -Construction Document Phase prepared by the Designer and approved by the Town, the Designer shall, on written request of the Town and without cost to the Town, revise the plans and specifications for the Project as the Town shall require for the purpose of bringing the total actual cost of constructing the Project within the amount specified and shall submit such revised plans and specifications to the Town for its approval. The Designer may, in connection with such revision, make whatever necessary required adjustments in the scope of the Project, as may be needed as determined by the Designer to bring construction cost in line with the Project budget, subject to the written approval of the Town. Design Services Contract by and between Town of North Andover Page 18 of 25 and Donham & Sweeney Architects SCHEDULE III DESIGNER COMPENSATION Basic Services (74 Weeks) Programming & Schematic Design Options (4 weeks): $ 22,000 Schematic Design (4 weeks): $ 27,000 Design Development (4 weeks): $ 58,000 Construction Drawings (12 weeks): $ 134,000 Assistance with Bidding (6 weeks): $ 19,000 Construction Administration (44 weeks —10 months): $ 200,000 TOTAL $ 460,000 A total of eight (8) meetings are included to coordinate regulatory requirements of the project. Regulatory bodies include but are not limited to: Zoning Board of Appeals, Conservation Commission, Planning Board, and MassDOT. Services not included or to be provided by others: o Property and Utility Survey o Haz-Mat Study o FF&E Procurement o Radio, Communications and Dispatch Equipment Procurement o Traffic Control System Design o. Geotechnical Services including borings o Prequalifying Bidders Design Services Contract by and between Town of North Andover Page 19 of 25 and Donham & Sweeney Architects SCHEDULE IV 1. CONSTRUCTION PHASE — ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1.1 The Designer's responsibility to provide Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the earlier of the issuance to the Town of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work. 1.2 The Designer shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in the Agreement, or as such General Conditions may be amended and/or supplemented by the Town. 1.3 Duties, responsibilities and limitations of authority of the Designer shall not be restricted, modified or extended without written agreement of the Town and Designer with consent of the Contractor, which consent shall not be unreasonably withheld. 1.4 The Designer shall be a representative of and shall advise and consult with the Town (1) during construction until final payment to the Contractor is due, and (2) as an Additional Service at the Town's direction from time to time during the correction period described in the Contract for Construction. The Designer shall have authority to act on behalf of the Town only to the extent provided in this Agreement unless otherwise modified by written instrument. 1.5 The Designer shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Town and Designer in writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents. On the basis of on-site observations as a Designer, the Designer shall keep the Town informed of the progress and quality of the Work, and shall endeavor to guard the Town against defects and deficiencies in the Work. 1.5.1 The Designer shall visit and observe the Project up to substantial completion at least once each week and more often if required by the circumstances on the Project to become familiar in detail with the progress of the Work to be performed under the Contract and to determine, by observation, that the Work to be performed under the Contract is proceeding in accordance with the Contract Documents and all applicable laws, ordinances, regulations and codes. The Designer shall require its consultants, including without limitation its civil engineer, structural engineer, plumbing engineer, HVAC engineer and electrical engineer, to visit and observe the Project as required or at the request of the Designer, of the same purposes during the progress of that portion the Design Services Contract by and between Town of North Andover Page 20 of 25 and Donham & Sweeney Architects Work, to which the consultant's services relate and to report in writing thereon to the Designer, and to visit and observe the Project again upon completion of such portion of the Work, to develop a punch list of incomplete or unsatisfactory items. The Designer shall submit to the Town a detailed written report of each site visit by the Designer and/or its consultants after such site visit. 1.5.2 The Designer shall attend weekly Project meetings and shall prepare and deliver to the Town and all other parties attending such meetings written meeting minutes. 1.6 The Designer shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility under the Contract for Construction. The Designer shall not be responsible for the Contractor's schedules or failure to carry out the Work in accordance with the Contract Documents. The Designer shall not have control over or charge of acts or omissions of the Contractor, Subcontractor, or their agents or employees, or of any other persons performing portions of the Work. 1.7 The Designer shall at all times have access to the Work wherever it is in preparation or progress. 1.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Town and Contractor shall communicate through the Designer. Communications by and with the Designer's consultants shall be through the Designer. 1.9 Based on the Designer's observations and evaluations of the Contractor's Applications for Payment, the Designer shall review and certify the amounts due the Contractor. 1.10 The Designer's certification for payment shall constitute a representation to the Town, based on the Designer's observations at the site and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Designer's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Designer. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Designer has (1) reviewed construction means, methods, techniques, sequences or procedures, (2) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Town to substantiate the Contractor's right to payment or (3) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. Design Services Contract by and between Town of North Andover Page 21 of 25 and Donham & Sweeney Architects The Designer shall be familiar with the provisions of the Massachusetts General Laws for payment to contractors and shall submit to the Town, all requisitions for payment submitted by the General Contractor. With respect to each such requisition, he or she shall certify to the best of the Designer's knowledge that the percentage of work performed conforms with the Contract Documents. In the event that the Designer does not approve the requisition exactly as submitted by the General Contractor, said Designer shall forward it for payment to the Town dated, but unsigned, with an accompanying letter of explanation setting forth objections and recommended changes. Timely payments of General Contractors are required by General Laws, Chapter 30, §39K; therefore, the Designer shall establish office procedures assuring compliance with C. 30, §39K. The Designer shall receive and review, in connection with its review of the General Contractor's Applications for Payment, the weekly payroll records required to be submitted by the General Contractor pursuant to G.L. C. 149, §27B. Such review shall be for the purpose of determining that the amount of wages paid to laborers employed on the project is no less than the applicable prevailing wage rates established for the project by the Massachusetts Department of Labor and Industries. The Designer shall maintain, as part of the project records, one complete copy of such payroll records, and shall transmit to the Town, upon completion of the review provided for herein, the original weekly records as submitted by the General Contractor. The Designer shall promptly notify the Town if (1) Any payroll records submitted by the General Contractor do not represent payment of at least the applicable prevailing wage rates established for the project and (2) that the Designer knows, or has reason to believe, that the weekly payroll records submitted by the General Contractor do not accurately represent the wages actually paid to laborers employed on the project and that the General Contractor is not paying said laborers at least the amount of said prevailing wage rates. 1.11 The Designer shall have authority to reject Work which does not conform to the Contract Documents. Whenever the Designer considers it necessary or advisable for implementation of the intent of the Contract Documents, the Designer will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Designer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Designer to the Contract, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work. 1.12 The Designer shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Designer's action shall be taken with such reasonable promptness as to cause no delay in the Work, while allowing sufficient time in the Designer's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for Design Services Contract by and between Town of North Andover Page 22 of 25 and Donham & Sweeney Architects installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Designer's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Designer, of construction means, methods, techniques, sequences or procedures. The Designer's approval of a specific item shall not indicate approval of assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Designer shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 1.13 The Designer shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Designer, for the Town's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 1.14 The Designer shall conduct observations to determine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Town for the Town's review and records written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 1.15 The Designer shall interpret and decide matters concerning performance of the Town and Contractor under the requirements of the Contract Documents on written request of either the Town or Contractor. The Designer's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 1.16 Interpretations and decisions of the Designer shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. 1.17 The Designer's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. 1.18 The Designer shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Town and Contractor relating to the execution or progress of the Work as provided in the Contract Documents. 1.19 The Designer's decisions on claims, disputes or other matters, including those in question between the Town and Contractor, except for those relating to aesthetic effect, shall be subject to mediation as provided in this Agreement and in the Contract Documents. 1.19.1 After completion of the Project, the Designer shall visit and observe the Project at least once ten (10) months after its completion and advise the Town of any evidence of Design Services Contract by and between Town of North Andover Page 23 of 25 and Donham & Sweeney Architects faulty materials or workmanship used in construction of the Project. 1. 19.2 The Designer shall assist the Town in coordinating any required Contractor work during the one-year warranty period, such services to include, without limitation, interpreting the contract documents and visiting the site and observing the warranty work on a reasonable basis. 1. 19.3 The Designer shall receive and review all tests and documentation required to be submitted by the Contractor as a requisite to systems acceptance and shall ascertain that the Contractor has performed all system start-up and testing obligations in accordance with the Contract Documents prior to acceptance of Substantial Completions. Upon application for final payment received by the Designer, the Designer shall make a final inspection of the Project, the Work and all parts and components thereof, and shall ensure that all requirements of the Contract Documents have been met and satisfied. 1.20 As the Contractor submits operating and maintenance manuals, they shall be reviewed and approved by the Designer and its consultants, then organized with the submittals and shop drawings into a CSI format. This should also include start-up and operating instructional videos and other equipment information. The Designer shall review all as - built documents for completeness and accuracy. 1.21 Before examining the Requisition for Final Payment submitted to the Town by the General Contractor and making any certification in response thereto, the Designer shall obtain from the General Contractor, record drawings, showing the actual installation of the plumbing, heating, ventilating and electrical work under the construction contract and all variations, if any. The Designer shall ascertain by his review that changes authorized by change orders as shown on the General Contractor's record drawings and on the applicable original reproducible, and shall submit to the Town, the complete set, as revised, which shall become the property of the Town. Two suitably bound legible copies of all original design and quantity calculations including those pertinent to change orders and show drawings if applicable shall be furnished by the Designer to the Town at the conclusion of the Construction Contract and prior to the expiration of the construction period. Design Services Contract by and between Town of North Andover Page 24 of 25 and Donham & Sweeney Architects M.G.L. CHAPTER 37, 08H DESIGNER SELECTION LAW TRUTH IN NEGOTIATIONS CERTIFICATE [To be used when the Designer's or Consultant's Fee is negotiated.] J.A� J�A­A. Apr4k of 60 41CIVA At, &LAA (Name of Designer/Co s ltant) (Address) hereby certify, in connection with the Contract between A, &t,, A,�U and (Designer/Consultant) the Town of North Andover, pursuant to the provisions of M.G.L. Chapter 7, §38H: (i) That the wage rates and costs used to support the designer's/consultant's compensation are accurate, complete and current at the time of contract; and (ii) That I/we agree that the original contract price and any additions to the contract price may be adjusted within one year of completion of the contract to exclude any significant amounts if the Commissioner of DCAM determines that the fee was increased by such amounts due to inaccurate, incomplete or non-current wage rates or other costs. By:_ J ', 4 1-11, (Slmr Design Services Contract by and between Town of North Andover Page 25 of 25 and Donham & Sweeney Architects E.L. MANN, PC CERTIFIED PUBLIC ACCOUNTANTS Accountants, Auditors, and Business Consultants February 26, 2014 Mr. Raymond Santilli Asst. Town Manager Town of North Andover 120 Main Street North Andover, MA 01845 Re: Central Fire Station Dear Mr. Santilli Please be advised that we have reviewed the Statement of Internal Accounting Controls prepared by the management of Donham 8v Sweeney, Inc. in connection with the above captioned project. This statement is required under MGL c.30 Section 39R. In our opinion, representations of management are consistent with our evaluations of the system of internal accounting controls. In addition, we believe that they are reasonable with respect to transactions and assets in the amount which would be material when measured in relation to the firm's financial statements. Very truly yours, Cf -- Edward Liss Mann, CPA CGMA E. L. MANN, PC THE FEDERALIST BUILDING 1290 Worcester Road, Suite 3W • Framingham, MA 01702-5254 Tel 508-872-4400 Fax 508-879-1793 E.L. MANN, PC CERTIFIED PUBLIC ACCOUNTANTS Accountants, Auditors, and Business Consultants INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors of Donham & Sweeney, Inc. We have examined the suitability of the design of Donham & Sweeney, Inc.'s internal control over financial reporting to prevent or detect and correct material misstatements in its financial statements on a timely basis as of February 4, 2014. Donham & Sweeney, Inc.'s management is • responsible for the suitable design of internal control over financial reporting. Our responsibility is to express an opinion on th8=design. of internal control based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of internal control over financial reporting, evaluating the design of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe our examination provides . a reasonable basis for our opinion. We were not engaged to examine and report on the operating effectiveness of Donham & Sweeney, Inc.'s internal control over financial reporting as of February 4, 2014, and, accordingly, we express no opinion on operating effectiveness. Because of its inherent limitations, internal control over financial reporting may not prevent or detect and correct misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Donham & Sweeney, Inc.'s internal control over financial reporting was suitably designed, in all material respects, to prevent or detect and correct material misstatements in the financial statements on a timely basis as of February 4, 2014. February 24, 2014 THE FEDERALIST BUILDING 1290 Worcester Road, Suite 3W • Framingham, MA 01702-5254 Tel 508-872-4400 Fax 508-879-1793 Donham & Sweeney Brett Donham,Principal. AIA ARCHITECTS Jeff Shmv, Principal, AIA LLi D AP C. Chriskiplier I.cxt an, A sociate, AIA February 18, 2014 Ray Santilli Assistant Town Manager Town of North Andover 120 Main Street North Andover, MA 01845 Re: North Andover Central Fire Station Dear Mr. Santilli: This Statemtent of Internal Accounting Controls is being submitted in accordance with Section 19(d)(2) of the Agreement for Design Services for the above -captioned project. Please be advised that our firm, the Designer under the Agreement, has in place a system of internal accounting controls which assures that: 1. Transactions are executed in accordance with management's general and specific authorization; 2. Transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles, and to maintain accountability for assets; 3. Access to assets is permitted only in accordance with management's general or specific authorization; and 4. The recorded accountability for assets is compared with the existing assets at reasonable intei Jals and appropriate action is Laken with respect to any difference noted. Please feel free to contact me if you have any questions regarding this matter. Sincerely, Stuart Goldman, CPA Chief Financial Officer 68 Harrison AvenUe 4 Head Tide Church Rd. Boston MA 0211'1 Post Office Box 265 617 423 1400 Alna Mh. 04535 donhamandsweenev.com 2 0 7 5 8 6 6 0 0 0 k'&XANcPA TAX I ACCOUNTINAG I CONSULTING December 27, 2013 To whom it may concern: I am the Chief Financial Officer for Donham & Sweeney, Inc. — Architects, as well as its CPA for -tax purposes. I have served in this capacity since 2002. The information presented below is summarized from the computerized accounting records maintained by Donham & Sweeney staff, which I supervise. As Donham & Sweeney carries only a minimal amount of outside debt, and. as all of its outstanding stock is owned by its two principals, it has not in recent years experienced a need for financial statements prepared by an independent CPA. The following information, along with in-house financial statements prepared by Donham & Sweeney staff, is offered in lieu of financial statements a CPA would prepare in a formal engagement. Donham & Sweeney has existed as a business enterprise since 1967. It incorporated in 1987. For the most recent fiscal year ended December 31, 2012, its accounting records show total revenue of approximately $1.4 million. The firm was profitable during this period, with a gross profit margin of 35% and net income of 1%. It ended the period with more than $156,000 in cash and receivables. Total payables were approximately $72,000, and the only other debt was $117,000 owed to a principal. Management expects the firm to continue to operate profitably in 2014 and beyond. The firm believes it has successfully weathered the recent economic downturn and that it has sufficient backlog and future prospects to sustain it as a vigorous and active firm. While Brett Donham, the founding principal, continues to carry a full workload, he is transitioning ownership of the firm to the next generation of leaders. The new leaders include Jeffrey Shaw, a talented young architect who became a principal in 2009. With this blend of youth and experience, combined with a healthy cash position, Donham & Sweeney's management feel that they- have the. resources with which to maintain and ultimately grow the firm in the years to come. The information provided above has been obtained from records maintained by the staff of Donham & Sweeney, Inc. — Architects. I have not conducted an audit, review or compilation. of the financial statements of Donham & Sweeney, Inc. — Architects for any period referenced. Very truly yours, Stuart Goldman, CPA 36 Sheridan Road I Swampscott, MA 01907 1 Phone: 781.631.6445 1 Fax: 781.479.0741 1 www.cpa-boston.com Donham & Sweeney Balance Sheet Basis: Accrual �f December 31, 2016 Printed :October 23,20,3 Assets Current Assets 101 Sovereign Bank Checking $163.81 101.01 East West Bank Checking (1,113.12) 102.05 Soverign Money Market Account 114.47 111 Accounts Receivable 157,262.37 121 Work In Progress -Labor 29,973.35 Total Current Assets $186,400.88 Non-current Assets 151 Furniture & Fixtures 18,531.16 155 Computer Purchases 87,577.96 156 Software 8,682.65 153 Leasehold Improvements 54,720.67 154 Accumulated Amortization - Leasehold Improvement (38,651.00) 152 Accumulated Depreciation - Furniture&Fixtures (14,623.48) 155.01 Accumulated Depreciation - Computers (80,455.67) 156.01 Accumulated Depreciation - Software (6,585.35) 105 Deposits 623.50 Total Non-current Assets $29,820.44 Total Assets 216,221:32 Liabilities Current Liabilities 210 Accounts Payable 72,204.52 242 Accrued State Tax Payable 456.00 Total Current Liabilities $72,660.52 Non-current Liabilities 226 Note Payable -Shareholder $116,909.00 Total Non-current Liabilities $116,909.00 Total Liabilities 189,569.52 Equity 301 Capital 1,959.96 320 Treasury Stock (60,196.00) 319 Retained Earnings 70,917.98 Net Income 13;969.86 j Total Equitv $26,651.80 Total Liabilities and Equitv $216,221.32 i Page 1 of 1 Donham & Sweeney Profit and Loss Statement For 12 Months Ended December 31, 2012 This Month YTD Income 401 Billed Fee Revenue $37,772 $1,276,050 421 Consultants Billed 7,319 40,938 422 Expenses Billed 7,334 41,408 423 Unbilled Professional Fees 2,364 30,015 424 Unbilled Expenses (1,001) 130 402 Miscellaneous Income 250 3,014 425 Unbilled Consultants Fees (2,639) 7,731 441 Professional Fees Write-off (803) (9,590) 442 Expenses Write-off (316) (1,286) 443 Consultants Write-off 0 (3,718) 795 Bad Debt/ Write Off 0 (7,868) Total Income $50,280 $1,376,824 Costs 504 Billable Survey Consultant 0 9,561 504 Billable Geo -Technical Consultant 4,249 11,049 504.5 Billable Civil Engineering 0 5,708 505 Billable Landscaping Consultant 0 50 506 Billable Structural Consultant 6 6,048 513.5 Billable Hazardous Materials Consult 0 10,774 525 Billable Deliveries (13) 1,187 521 Billable Travel 542 4,637 522 Billable Reproductions 5,256 25,434 526 Billable Postage 0 142 529 Billable Miscellaneous Expenses 270 7,434 601 Direct Salaries - Principal 5,558 89,216 602 Direct Salaries - Employee 22,450 276,907 603 Direct Survey Consultant 0 16,078 604 Direct Geo -Technical Consultant 0 11,890 604.5 Direct Civil Engineering Consultant 2,570 19,030 605 Direct Landscaping Consultant 132 9,369 606 Direct Structural Consultant 4,238 89,511 610 Direct HVAC/Mechanical Consultant 6,323 197,688 611 Direct Lighting Consultant 0 10,800 611.5 Direct Electrical Consultant 0 20;125 612 Direct Specifications Consultant 0 5,538 612.5 Direct Code Consultant 0 6,761 613 Direct Cost Estimating Consultant 0 17,518 614.5 Direct Acoustics Consultant 0 850 619.5 Direct Consultant Architect 0 19,887 621 Direct Travel 527 5,023 622 Direct Reproductions (145) 839 622.5 Direct Bid Set Printing 0 4,016 623 Direct Models/Renderings/Photos 1,528 8,553 626 Direct Postage 0 921 627 Direct Photocopies 89 2,400 629 . . . Direct Miscellaneous Expenses 0 141 Total Costs $53,580 $895,085 Gross Margin ($3,300) $481,739 Expenses 7160 Holiday 2,157 18,740 7150 Vacation and Sick 5,810 31,403 701 Indirect Labor- Principal 3,956 37,122 702 Indirect Labors - Employees 3,927 60,472 Page 1 of 2 I Page 2 of 2 Donham & Sweeney Profit and Loss Statement For 12 Months Ended December 31, 2012 This Month YTD 703 Job Cost Variance 3,608 27,462 704 Temporary Help 160 1,575 721. Employer's FICA Tax 3,290 39,512 722 Federal Unemployment 4 498 723 State Unemployment 383 16,243 724 Workers' Compensation 0 94 725 State Health Insurance 0 10 731 Health Care Insurance 4,607 39,812 732 Life Insurance 208 2,359 734 Other Insurance 0 2,410 737 Professional Registration & Dues 1,224 10,099 738 Periodicals 0 405 739 Library Expense 0 1,294 740 Donations 300 300 741 Rent 5,300 63,600 742 Utilities 631 7,788 743 Office Supplies 188 3,543 743.5 Architectural Supplies 0 132 744 Telephone 183 7,810 745 Postage, Shipping, Delivery 267 3,424 746 Equipment Rental 408 1,704 747 Repairs & Maintenance 802 7,023 748 Printing & Reproduction 134 2,461 749 Other Office Expenses 2,363 10,433 750 Storage 265 3,381 751 Legal 475 1,913 752 Accounting 0 1,064 753 Data Processing 184 1,787 755 Professional Liability Insurance 2,500 21,122 756 Computer Expenses 461 17,555 756.1 Computer Consultant 0 5220 757 Photography 0 10,320 758 Promotional Expenses 0 1,450 760 Taxes • Other 0 298 761 Personal Property Tax 0 752 792 Misc. Expenses Recovery (3,583) 967 8440 Firm Related Travel - Air & Hotels 21 1,855 764 Travel 106 462 765 Meals & Entertainment 248 978 8650 Marketing Reproductions 50 1,143 8690 Marketing Travel 6 218 803 Depreciation 6,302 6,302 Total Expenses $46;945 $474,515 Income before other items ($50,245) $7,224 Other Income 912 Vendor Write -off $5,639 $5,639 801 Other Income 250 1,562 921 Corp State Tax Pyments 0 (456) Total Other Income $5,889 $6,745 Net Income ($44,356) $13,969 Page 2 of 2 ACORD CERTIFICATE CERTIFICATE OF LIABILITY INSURANCE °ATE(MM'°°"YY;f) 1/7/2014 THIS CERTIFICATE IS ISSUED. AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES .NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE' DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER... IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain. policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in Ileu of such endorsement(s). PRODUCER Eastern Insurance. Group LLC West Central Street Natick MA .01760 CONTA T SC NAME PHONE (508) 651-7700 FaX (AIC No Fxth233 MAIL INSURERS AFFORDING COVERAGE. NAIC # INSURER A:HartfOrd Fire Insurance Co. 19682 INSURED DONHAM & SWEENEY INC 68 HARRISON AVE FL 5 BOSTON MA 02111 INSURER 6: INSURER C: INSURER D : INSURER E : INSURER F : r0VFRAr;FS rFRTIFICATF NIIMBFR-CL141726049 RFVISION NLIMRFR! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. . INSR T TYPE OF INSURANCE A DL SUBR POLICY NUMBER POLICY EFF MMI POLICY EXP MMID LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR X 08SBADL0249 /1/2013 /1/2014 EACH OCCURRENCE $ 2,000,000 DRMM E T REccE a ce $ 300, 000 MED EXP (Any one person) $ 10,000 PERSONAL&ADV INJURY $ 21000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO LOC PRODUCTS - COMP/OP AGG $ 4,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO ALLOWNED SCHEDULED. AUTOS AUTOS NON -OWNED HIREDAUTOS X AUTOS 08SBADLO249 /1/2013 /1/2014 COMBINED SINGLE LIMIT Ea accident 2,0 0 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ (Peraccident) $ UMBRELLA LIAR EXCESS LIAB HOCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVEF—] OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N 1 A WC STATU- OTH- TORY IMIT's rR E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Town of North Andover is Additional Insured with respect to the Liability CFRTIFIRATF wni r1FR CANRPI I ATInN ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. INS025 rgmnnsi m Tho ArOP11 name and Innn aro ronicfororl mar4c of AR[1Rr1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Town of North Andover 120 Main Street AUTHORIZED REPRESENTATIVE North Andover, MA 01845 Stacey Brice/KBALDY ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. INS025 rgmnnsi m Tho ArOP11 name and Innn aro ronicfororl mar4c of AR[1Rr1 OP ID: BC ACRO' CERTIFICATE OF LIABILITY INSURANCE DA10/23/201 Y) 10/23/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: 781-245-5400 Poole Professional Ltd. 107 Audubon Rd. #2, Ste. 305 Fax: 781-245-5463 Wakefield, MA 01880 Christopher A. Poole NAME: NTACT WC, NNo Ext): FAX No): -ADDRESS: PRODUCER DONHA-1 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # GENERAL LIABILITY INSURED Donham & Sweeney, Inc. 68 Harrison Avenue Of INSURER A: Charter Oak Fire Ins. Co. 25615 Boston, MA 02111 INSURER B: EACH OCCURRENCE $ INSURER C: INSURER D: INSURER E: INSURER F: AM PREMISES Ea occu rence$ GUVtKAGE5 CERTIFICATE NUMBER: RFVISInN nIUMRFR- -------------- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I LTR TYPE OF INSURANCE 120 Main Street BR POLICY NUMBER EFF MM DIDY/YYYY POLICY EXP MM DDIIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F-1OCCUR AM PREMISES Ea occu rence$ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO- LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULEDAUTOS PROPERTY DAMAGE $ (Per accident) HIRED AUTOS $ NON -OWNED AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DEDUCTIBLE $ $ RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVEUB-5885Y303 OFFICER/MEMBER EXCLUDED? ❑ NIA 05/0112013 05101/2014 X WC STATU- 0TH - TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYEE $ 1,000,00 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) GEKI IFIGATE HOLDER rAIJCFI 1 eTInM ANDOV10 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of North Andover THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 120 Main Street ACCORDANCE WITH THE POLICY PROVISIONS. North Andover, MA 01845 AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD OP ID: BC A " CERTIFICATE OF LIABILITY INSURANCE DA10/23/2013Y) 10/23/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: 781-245-5400 Poole Professional Ltd. 107 Audubon Rd. #2, Ste. 305 Fax: 781-245-5463 Wakefield, MA 01880 Christopher A. Poole CONTACT NAME: E FAX A/C. No Ext): A/C No): E-MAIL PRODUCER DONHA-1 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Donham & Sweeney, Inc. 68 Harrison Avenue INSURER A: The Travelers Boston, MA 02111 INSURER B: COMMERCIAL GENERAL LIABILITY CLAIMS -MADE D OCCUR INSURER C: INSURER D: INSURER E: DAM E NTED PREMISES Ea occurrence $ INSURER F: PERSONAL & ADV INJURY $ COVERAGES CERTIFICATE NIIMRFR- Prvicinm III IMRPD- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DD UBR POLICYNUMBER EFF MMDPOLIDY/YYYY LICY EXP MM/DD//YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE D OCCUR DAM E NTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE $ (Per accident) $ NON -OWNED AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DEDUCTIBLE $ $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ NIA WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT 1 $ DESCRIPTION OF OPERATIONS below A Arch. & Engrs. 02/0712013 0210712014 Per Claim 1,000,00 Prof. Liability _7�105894054 Aggregate 2,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is rewired) ]For professional liability coverage, the aggregate limit is the totar insurance available for all covered claims presented within the policy period. The limit will be reduced by payments of indemnity and expense. CERTIFICATE HOLDER rAKIrPI I ATInII ANDOV10 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of North Andover THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 120 Main Street ACCORDANCE WITH THE POLICY PROVISIONS. North Andover, MA 01845 AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD