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Contract #: 871 - From: 01-19-2016 To: - CSS Architects Inc - Town of North Andover
O /` n n i Andrew W. Maylor Town Manager Town of North Andover Mr. John Savasta, President CSS Architects, Inc. 107 Audubon Road, Bldg 2, Suite 300 Wakefield, MA 01880 Dear Mr. Savasta: Office of the Town Manager North Andover Town Hall 120 Main Street North Andover, MA 01845 amaylor@townofnorthandover.com August 18, 2016 Telephone (978)688-9510 Fax (978) 688-9556 The Scope of Services for Contract #871 between the Town of North Andover and CSS Architects, Inc. for architect design services associated with improvements to the Public Works building is hereby amended in accordance with the proposal dated August 5, 2016: Alternate #1 $34,300 Alternate #2 $16,200 If you have any questions and/or concerns, please call Ray Santilli, Assistant Town Manager, at 978-688- 9516. Since , Andrew W. Maylor Town Manager cc., Ray Santilli, Assistant Town Manager Contract File 28 June 2016 REVISED 5 August 2016 CSS ARCHITECTS, INC. ARCHITECTURE • PLANNING • INTERIOR DESIGN EMAILED AND MAILED Mr. Raymond T. Santilli Re: Improvements to Public Works Building Assistant Town Manager North Andover Town of North Andover 120 Main Street Subject: Additional Services Proposal North Andover, MA 01845 Dear Mr. Santilli; Additional designer services to provide scope of work changes via Alternates is as follows: Alternate No. 1 Provide additional designer services to include the rear yard site development and a new eighty foot (80') by one hundred food (100') salt storage building. Alternate No. 1 services include: • Overseeing borings and survey work. • Preparing civil drawings for the Conservation Commission and Planning Board meetings. • Preparing specifications and construction documents in sufficient detail for the site work to bid and construct the project. • Engaging the services of a structural engineer to design the footings and foundation for the salt storage building. • Providing architectural and structural drawings and specifications in sufficient detail to bid and construct the salt storage building. • Preparing construction cost estimates by the design team's construction cost estimator for the proposed work. • Reviewing the contractor's construction costs for the proposed work. • Providing additional time required for the construction administration phase for the work. Alternate No. 2 Provide additional designer services to include recladding the south fagade (Wayne Street elevation). Alternative No. 2 services include: • Measuring and drawing the existing south fagade to provide as -built condition documentation. • Preparing cladding options for review and selection by the designated individuals. • Engaging the services for the design team's structural engineer to confirm the constructability and code compliance inclusions for the new fagade cladding. • Preparing construction documents and specifications in sufficient detail to bid and construct the work. • Providing a construction cost estimate by the design team's construction cost estimator for the proposed work. • Providing additional time for the construction administration services. Members of the American Institute of Architects and USGBC ;rte„ 107 Audubon Rd., Bld. 2, Suite 300, Wakefield, MA 01880 P 781.245.8400 • F 781.245.9372 • css@cssarchitects.com • www.essarchitects.com North Andover DPW Additional Services Proposal 28 June 2016 REVISED 5 August 2016 page 2 of 2 For the above services CSS Architects Inc. requests the following compensation: Alternate No. 1...................................................$34,300.00 Alternate No. 2...................................................$16,200.00 Upon acceptance of the above services and fees a contract amendment could be drawn to accommodate the charges in scope of work for this proposal can be signed and dated and act as an attachment to the contract. I hope this meets your needs. Very truly yours, CSS Architects Inc. John�0- - - J. Savasta, AIA President Cc: Bruce Thibodeau Daniel Tuberty K. Savasta Town of North Andover Accepted by: Title: Date: Members of the American Institaate of Architects and USGBC — 107 Audubon Rd., Bld. 2, Suite 300, Wakefield, MA 01880 P 781.245.8400 • F 781.245.9372 • css@cssarchitects.com • www.cssarchitects.com AGREEMENT FOR DESIGN SERVICES f THIS AGREEMENT is made as of the l alday of January, 2016, by and between CSS Architects Inc. (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 improvements to the Public Works building ("the Project"). B. The Designer possesses the expertise to perform and/or coordinate such services in a timely and professional mariner. 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 Proiec/Scone 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 26 and CSS Architects Inc. t 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 In connection with any, Services the Designer shall at all times keep the project sites free from accumulations of waste materials or rubbish caused by the Designer's activities. At the completion of the work under this Agreement, the Designer shall remove all such waste materials and rubbish from and about the Sites. 4.7 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. - 4.8 Left intentionally blank 4.9 If the Services to be performed by the Designer involve the preparation of Written Materials, such Written Materials prepared and to beprepared 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 seq., and to any other applicable federal, state, municipal and local laws, ordinances, rules, Design Services Contract by and between Town of North Andover Page 2 of 26 and CSS Architects Inc. 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. 4.10 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. 4.11 Andrew Maylor, Town Manager, shall be the Town's primary contact person with the Designer, and John Savasta, President,;, 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; 4.12 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. I 5.2 The Designer will enter into a certificate of a"truth-in-negotiations certificate in the form prescribed by M.G.L. c7, §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 (3 0) 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 Design Services Contract by and between Town of North Andover Page 3 of 26 and CSS Architects Inc. 1 paid from the proceeds of the payment made pursuant to such invoice. 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, II & 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 Design Services Contract by and between Town of North Andover Page 4 of 26 and CSS Architects Inc. 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 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. 6.7, §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 S of 26 and CSS Architects Inc. 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 To the fullest extent permitted by applicable law, the Designer and its agents, partners, employees, sub -contractors (collectively, "Indemnitors") shall and do agree to indemnify, defend and hold harmless the` Town and its representatives, officers, attorneys, officials, employees and agents (collectively "Indemnitees") from and against all liability, claims, demands, damages, losses, liens, causes of action, suits, judgments, fines, penalties, costs and expenses (including, without limitation, reasonable attorney fees and costs of defense regardless of the outcome of the claim or suit), of any nature, kind or description claimed, asserted or prosecuted by any person or entity whomsoever, arising out of, caused by, or resulting from (a) the performance of the Services or any Bart thereof, or (b) any act or omission, negligent or otherwise, of the Indemnitors, anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable. This indemnity shall survive the termination or expiration of this Agreement. This indemnity shall be in addition to, and not in lieu of, any and all other professional liability which the Indemnitors have or may have to the Indemnitees or Design Services Contract by and between Town,of North Andover Page 6 of 26 and CSS Architects Inc. to third parties as a matter of law. Indemnitors also shall pay and reimburse Indemnitees for any and all reasonable attorney fees incurred by Indemnitees in connection with any litigation arising under this Agreement as a result of any breach or default by Indemnitors hereunder. The Designer's indemnification obligation covers all liability, claims or causes of action arising out of but not limited to the following: (a) Any infringement (actual or claimed) of any intellectual property right, whether it be trade secret, patent, trademark, copyright or trade name by reason of any Services to be performed hereunder or by reason of anything to be supplied hereunder; and (b) Bodily injury, sickness, disease or death, or injury to or destruction of property including the loss of user and consequential damages resulting there from. 9.2 In the event more than one of the Indemnitors are connected with an accident or occurrence covered by this indemnification, then each of such Indemnitors shall be jointly and severally responsible to the Indegmitees for 'indemnification and the ultimate responsibility among such Indemnitors for the :loss and expense of any such indemnification shall be settled by separate proceedings and without jeopardy to any Indemnitee. ,The provisions of this Section shall not be construed to eliminate or reduce any other indemnification or right which the Town or any of the Indemnitees has by law against the Designer or any of the Indemnitors. 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. Andrew Maylor, Town Manager Town of North Andover 120 Main Street North Andover, MA 01845 To Designer: Mr. John Savasta, President CSS Architects Inc. 107:Audubon Road, Bldg 2, Suite 300 Wakefield, MA 01880 Section 11. Confidential and Proprietary Information; the Ownership of nn[`vimpnfe 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 Design Services Contract by and between Town of North Andover and CSS Architects Inc. Page 7 of 26 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 s 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, gerier'ate&*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. 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 Irom 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 Design Services Contract by and between ..Town of North Andover' Page 8 of 26 and CSS Architects Inc. } 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 pertinentP 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. 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. I 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. c66, § 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. Design Services Contract by and between Town of North Andover Page 9 of 26 and CSS Architects Inc. 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 'paf ticipation .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: (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. c30, §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. c30, §39R; and ' Design Services Contract by and between Town of North Andover Page 10 of 26 and CSS Architects Inc. (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. c7, §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. c149. 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 Design Services Contract by and between Town of North Andover Page 11 of 26 and CSS Architects Inc. 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. 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 statembnt 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 term, "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. r Design Services Contract by and between Town of forth Andover Page 12 of 26 and CSS Architects Inc. 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. _ 23.11 Each and every provision ofylaw 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'tlie 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. Design Services Contract by and between Town of North Andover Page 13 of 26 and CSS Architects Inc. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. For the Designer: C,55 k V CGk -Aac, 10C', By For the Town: By own Manager As to the availability of funds: To Accountant t Design Services Contract by and between Town of North Andover Page 14 of 26 and CSS Architects Inc. MASSACHUSETTS REGISTERED PRINCIPAL OF FIRM RESPONSIBLE FOR THIS PROJECT IS: 0 Ab ;1 SA0A57A 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 January, 2016. By: /�t Name: �d K w 1 S . --- Designer e_sg AJJC4Vko1_ Design Services Contract by and between Town of North Andover Page 15 of 26 and CSS Architects Inc. SCHEDULEI 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 renovations of the designated space. 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 16 of 26 and CSS Architects Inc. 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 3 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 Massachu$etts. 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..38O, 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. r 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 dispositiop 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 17 of 26 and CSS Architects Inc. 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 co8t estimate for approval by the appropriate authorities at the Design Development-.siage. 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. s 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 compehsation 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 §hall 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 18 of 26 and CSS Architects Inc. { 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 increasedrin,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: 4. I give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Rroj ect 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 perfomed 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 nay, 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 19 of 26 and CSS Architects Inc. SCHEDULE III DESIGNER COMPENSATION Pre -Design and Schematic Design Design Development Construction Documents Bidding Construction Administration $ 84,875.00 $ 67,900.00 $108,640.00 $ .10,185.00 $ 67,900.00 $ 339,500.00 P Design Services Contract by and between Town of North Andover and CSS Architects Inc. Page 20 of 26 SCHEDULE IV R 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 authorityof 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 untilfinal 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 21 of 26 and CSS Architects Inc. 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 D'ocuments'. 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 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 22 of 26 and CSS Architects Inc. 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 F 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 23 of 26 and CSS Architects Inc. 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, R 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 1,rf 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 24 of 26 and CSS Architects Inc. '' 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 wa#anty period, such services to include, without limitation, interpreting the contract documents and visiting the site and observing the warranty work on a reasonable basis. 0 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 25 of 26 and CSS Architects Inc. M.G.L. CHAPTER 37, MH DESIGNER SELECTION LAW TRUTH IN NEGOTIATIONS CERTIFICATE [To be used when the Designer's or Consultant's Fee is negotiated.] GGS 1'ARMLL3 tUc of Iq1 AUVOOtxi (Name of Designer/Consultant) (Address) hereby certify, in connection with the Contract between 4C1G ,' ArZetK7KV- IUL, 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. 7 i Design Services Contract by and between Town of North Andover Page 26 of 26 and CSS Architects Inc. CERTIFICATE OF VOTE At a duly authorized meeting the Board of Directors of the CSS Architects Inc held on 14 May 2015 it was VOTED, THAT John J. Savasta, President (Name) (Officer) of —CSS Architects Inc be and hereby is authorized to execute contracts and bonds in the name and on behalf of said CSS Architects Inc , and affix its corporate seal hereto; and such execution of any contract or obligation in the name of _CSS Architects Inc on its behalf by such officer under seal of CSS Architects Inc , shall be valid and binding upon _14 May 2015 I hereby certify that I am the clerk of the above named _CSS Architects Inc and that John J. Savasta is the duly elected officer as above of said _CSS Architects Inc , and that the above vote has not been amended or rescinded and remains in full force and effect as the date of this contra t. 1 December 2015 4UL04 (Date) Town of North Andover RFQ Architect/Design Services — Improvements to Public Works Building (Clerk) Page 13 of 39 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. t N Signature Date 1 December 2015 John J. Savasta, President CSS Architects Inc Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I John J. Savasta, President authorized signatory for CSS Architects Inc 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. Signature 1 December 2015 Date Town of North Andover RFQ Page 12 of 39 Architect/Design Services — Improvements to Public Works Building DEBARMENT DISCLOSURE FORM PUBLIC CONTRACTS — DEBARMENT CHAPTER 550, ACTS OF 1991 The said undersigned certifies under penalties of perjury that the said undersigned is not presently debarred from doing public construction work in the Commonwealth of Massachusetts under the provisions of Section 29F of Chapter 29 of the General Laws, or any other applicable debarment provisions of any other Chapter of the General Laws, or any Rule or Regulation promulgated there under and that the firm has not been sued and has had no claims filed against it. The undersigned also certifies that neither CSS Architects Inc nor the staff assigned to the project has ever been placed in bankruptcy protection. Signature of principal John J. Savasta, President Name of principal CSS Architects Inc. Name of business Date 1 December 2015 CSSAR-1 OP ID: AD ACORO® CERTIFICATE OF LIABILITY INSURANCE D 0111SIDDIYYYY) 01 /19/2016 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 lieu of such endorsement(s). PRODUCER Poole Professional Ltd. 107 Audubon Rd. #2, Ste. 305 CONTACT NAME' n/CONNo Ext : 781-245-5400 ac No : 781-245-5463 EMAIL ADDRESS: Wakefield, MA 01880 Christopher A. Poole X INSURERS AFFORDING COVERAGE NAIC # INSURER A: Travelers Indemnity Co. 25658 09/03/2016 INSURED CSS Architects, Inc. INSURER B: Charter Oak Fire Ins. Co. 25615 107 Audubon Rd, Bldg2, Ste 300 Wakefield, MA 01880 INSURER C: Travelers Indemnity Co America 25666 INSURER D: INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMRER: 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 A L UB D POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR X 68048851-580 09/03/2015 09/03/2016 EACH OCCURRENCE $ 2,000,000 DAM E ( RENTED 1,000,000 PREMISESS Ea occurrence $ MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JE� LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS -COMP/OP AGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 B ANY AUTO BA49601_3 09/03/2015 09/03/2016 BODILY INJURY (Per person) $ ALL OWNEDSCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE $ Per accident $ X UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ 2,000,000 A X EXCESS LIAB UP07E973318 09/03/2015 09/03/2016 AGGREGATE $ 2,000,000 DED I I RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? � (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A UB6573Y920 06/10/2015 06/10/2016 PEROTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 Valuable Papers 355,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The Town of North Andover is included as additional insured under the general liability policy subject to all policy terms and conditions. RE: Design Services Associated with the Improvements to the Public Works Building. GtK 1 IrlliA I t MULUtK GANGELLATION NOAND-2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of North Andover THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 120 Main Street North Andover, MA 01845 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CSSAR-1 OP ID: AD ,a►� o° CERTIFICATE OF LIABILITY INSURANCE Y) D 01/19/2016 THIS 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 Poole Professional Ltd.No 107 Audubon Rd. #2, Ste. 305 CONTACT NAME: PHONE 781-245-5400 FAX : 781-245-5463 ac No Ext E-MAIL ADDRESS: Wakefield, MA 01880 Christopher A. Poole INSURERS AFFORDING COVERAGE NAIC # INSURER A:XL Specialty Insurance Company 37885 INSURED CSS Architects, Inc. 107 Audubon Rd, BIdg2, Ste 300 Wakefield, MA 01880 INSURER B : INSURER C : INSURER D: INSURER E: INSURER F: MED EXP (Any one person) $ COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 ADDL p S WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY -1 PRO- F ❑ LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N /A STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below I I I E.L. DISEASE - POLICY LIMIT $ A Arch/Engnr DPS9722722 04/07/2015 04/0712016 Per Claim 2,000,000 Prof. Liability Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) For professional liability coverage, the aggregate limit is the total insurance available for all covered claims presented within the policy pperiod. The limit will be reduced by paycents of indemnity and expenses. RE: Design Services Associated with the Improvements to the Public Works Building. hll:A 1 t MULUtK NOAND-2 Town of North Andover 120 Main Street North Andover, MA 01845 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Savasta, Weiler Co. Accounting, Auditing, Financial Planning Seaport Landing 152 Lynnway, Unit 1H * Lynn, Ma 01902 (781) 593-1400 / Fax (781) 593-6020 Miriam C. Weiler, EA, CFP 19 January 2016 Mr. Raymond T. Santilli Assistant Town Manager Town of North Andover 120 Main Street North Andover, MA 01845 Dear Mr. Santilli; weileraccotmtiilg@verizon.net Re: Architect/Design Services Improvement to Public Works Building North Andover Please be advised that we have reviewed the Statement of Internal Accounting Controls prepared by CSS Architects Inc. in connection with the above -captioned project. This statement is required under M.G.L. c.30 §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. Sincerely, rz&ed Miriam C. Weiler, M.C.Weiler, Inc N M Form W'9 Request for Taxpayer FM Give Form to the (Rev. August2013)Identification Number and Certification entities, it is your employer identification number (EIN). If you do not have a number, see How to get a requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service Name (as shown on your income tax return) CSS Architects Inc. N Business name/disregarded entity name, if different from above m tT m c Check appropriate box for federal tax classification: Exemptions (see instructions): O N ❑ Individual/sole proprietor✓❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate CL o Exempt payee code (d any) o0 ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) Bo -Exemption from FATCA reporting U) code (if any) CL 5 E]Other (see instructions) ► Address (number, street, and apt. or suite no.) Requester's name and address (optional) U 107 Audubon Road, Building 2, Suite 300 rn City, state, and ZIP code a� rn Wakefield, MA 01880 List account numbers) here (optional) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line I Social security number to avoid backup withholding. For individuals, this is your social security number (SSN). However, fora resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other FM _ m _ entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. L Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose v number to enter. Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (f any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interested divi�fends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on Daae 3. /� J"J" I Signature of Here I U.S. person ► Date ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the U'edS F W 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If n L tales, provide omn -9 to the partnership to establish your U.S. status applicable, you are also certifying that as a U.S. person, your allocable share of and avoid section 1446 withholding on your share of partnership income. any partnership income from a U.S. trade or business is not subject to the Cat. No. 10231X Form W-9 (Rev. 8-2013)