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Contract #: 910 - From: 08-16-2016 To: 06-30-2017 - Brent Beckett - Merrimack Valley Region
0 TOWN OF NORTH ANDOVER CONTRACT (GOODS / SERVICES) CONTRACT #�11 DATE: 010-/(0-,-40J(0 This Contract is entered into on, or as of, this date by and between the Town of North Andover (the "Town"), and Contractor: Brent Beckett DBA Brand One Strategies & Solutions Address: 17 Pleasant Street Kittery, ME 03904 Telephone Number: 603-969-3922 Fax Number: 1. This is a Contract for the procurement of the following: Consulting services for the Merrimack Valley Region Marketing Project per the attached Scope of Services 2. The Contract price to be paid to the Contractor by the Town of North Andover is: $19,500 3. Payment will be made as follows: Upon completion of services and receipt of invoice (net 30) 4. Definitions 4.1 Acce tp ance:All Contracts require proper acceptance of the described goods or services by the Town of North Andover. Proper acceptance shall be understood to include inspection of goods and certification of acceptable performance for services by authorized representatives of the Town to insure that the goods or services are complete and are as specified in the Contract. (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 1 4.2 Contract Documents: All documents relative to the Contract including (where used) Invitation to Bid, Request for Proposals, Instructions to Bidders/Proposers, Proposal Form, General Conditions, Supplementary General Conditions, General Specifications, Other Specifications included in Project Manual, Drawings, and all Addenda issued during the bidding period or proposal. The Contract documents are complementary, and what is called for by any one shall be as binding as if called for by all. The intention of the document is to include all labor and materials, equipment and transportation necessary for the proper performance of the Contract. 4.3 The Contractor: The "other party" to any Contract with the Town. This term shall (as the sense and particular Contract so require) include Vendor, Contractor, Engineer, or other label used to identify the other party in the particular Contract. Use of the term "Contractor" shall be understood to refer to any other such label used. The Contractor's relationship to the Town is that of an independent contractor and not that of an agent or employee of the Town. 4.4 Date of Substantial Performance: The date when the work is sufficiently complete, the services are performed, or the goods delivered, in accordance with Contract documents, as modified by approved Amendments and Change Orders. 4.5 Goods: Goods, Supplies or Materials. 4.6 Sub -Contractor: Those having a direct Contract with the Contractor. The term includes one who furnished material worked to a special design according to the Drawings or Specifications of this work, but does not include one who merely furnishes material not so worked. 4.7 Work: The services or materials contracted for, or both. 5. Term of Contract and Time for Performance This Contract shall be fully performed by the Contractor in accordance with the provisions of the Contract Documents on or before June 30, 2017, unless extended pursuant to a provision for extension contained in the Contract documents at the sole discretion of the Town, and not subject to assent by the Contractor, and subject to the availability and appropriation of funds as certified by the Town Accountant. The time limits stated in the Contract documents are of the essence of the Contract. 6. Subject to Appropriation Notwithstanding anything in the Contract documents to the contrary, any and all payments which the Town is required to make under this Contract shall be subject to appropriation or other availability of funds as certified by the Town Accountant. The Town may immediately terminate or suspend this Agreement without liability on the part of the Town for damages, penalties or other charges in the event the appropriation funding this Agreement is terminated (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 2 or reduced to an amount which will be insufficient to support anticipated future obligations under this Agreement. 7. Permits and Approvals Permits, Licenses, Approvals and all other legal or administrative prerequisites to its performance of the Contract shall be secured and paid for by the Contractor. 8. Termination and Default 8.1 Without Cause. The Town may terminate this Contract at its sole discretion on seven (7) calendar days' notice when in the best interests of the Town by providing notice to the Contractor, which shall be in writing and shall be deemed delivered and received when given in person to the Contractor, or when received by fax, express mail, certified mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate method evidencing actual receipt by the Contractor. Upon termination without cause, Contractor will be paid for services rendered to the date of termination. 8.2 For Cause. If the Contractor is determined by the Town to be in default of any term or condition of this Contract, the Town may terminate this Contract on seven (7) days' notice by providing notice to the Contractor, which shall be in writing and shall be deemed delivered and received when given in person to the Contractor, or when received by fax, express mail, certified mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate method evidencing actual receipt by the Contractor. 8.3 Default. The following shall constitute events of a default under the Contract: 1) any material misrepresentation made by the Contractor to the Town; 2) any failure to perform any of its obligations under this Contract including, but not limited to the following: (i) failure to commence performance of this Contract at the time specified in this Contract due to a reason or circumstance within the Contractor's reasonable control, (ii) failure to perform this Contract with sufficient personnel and equipment or with sufficient material to ensure the completion of this Contract within the specified time due to a reason or circumstance within the Contractor's reasonable control, (iii) failure to perform this Contract in a manner reasonably satisfactory to the Town, (iv) failure to promptly re -perform within a reasonable time the services that were rejected by the Town as unsatisfactory, or erroneous, (v) discontinuance of the services for reasons not beyond the Contractor's reasonable control, (vi) failure to comply with a material term of this Contract, including, but not limited to, the provision of insurance and non-discrimination, (vii) any other acts specifically and expressly stated in this Contract as constituting a basis for termination of this Contract, and (viii) failure to comply with any and all requirements of federal or state law and/or regulations, and Town bylaws and/or regulations. (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 3 9. The Contractor's Breach and the Town's Remedies Failure of the Contractor to comply with any of the terms or conditions of this Contract shall be deemed a material breach of this Contract, and the Town of North Andover shall have all the rights and remedies provided in the Contract documents, the right to cancel, terminate, or suspend the Contract in whole or in part, the right to maintain any and all actions at law or in equity or other proceedings with respect to a breach of this Contract, including damages and specific performance, and the right to select among the remedies available to it by all of the above. From any sums due to the Contractor for services, the Town may keep the whole or any part of the amount for expenses, losses and damages incurred by the Town as a consequence of procuring services as a result of any failure, omission or mistake of the Contractor in providing services as provided in this Contract. 10. Statutory Compliance 10.1 This Contract will be construed and governed by the provisions of applicable federal, state and local laws and regulations; and wherever any provision of the Contract or Contract documents shall conflict with any provision or requirement of federal, state or local law or regulation, then the provisions of law and regulation shall control. Where applicable to the Contract, the provisions of the Massachusetts General Laws are incorporated by reference into this Contract, including, but not limited to, the following: M.G.L. Chapter 30B — Procurement of Goods and Services. M.G.L. Chapter 30, Sec. 39, et seq: - Public Works Contracts. M.G.L. Chapter 149, Section 44A, et seq: Public Buildings Contracts. 10.2 Wherever applicable law mandates the inclusion of any term and provision into a municipal contract, then it shall be understood that this Agreement shall import such term or provision into this Contract. To whatever extent any provision of this Contract shall be inconsistent with any law or regulation limiting the power or liability of cities and towns, such law or regulation shall control. 10.3 The Contractor shall give all notices and comply with all laws and regulations bearing on the performance of the Contract. If the Contractor performs the Contract in violation of any applicable law or regulation, the Contractor shall bear all costs arising therefrom. 10.4 The Contractor shall keep itself fully informed of all existing and future State and National Laws and Municipal By-laws and Regulations and of all orders and decrees of any bodies or tribunals having jurisdiction in any manner affecting those engaged or employed in the work, of the materials used in the work or in any way affecting (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 4 the conduct of the work. If any discrepancy or inconsistency is discovered in the Drawings, Specifications, Scope of Business or Contract for this work in violation of any such law, by-law, regulation, order or decree, it shall forthwith report the same in writing to the Town. It shall, at all times, itself observe and comply with all such existing and future laws, by-laws, regulations, orders and decrees; and shall protect and indemnify the Town of North Andover, and its duly appointed agents against any claim or liability arising from or based on any violation whether by it or its agents, employees or subcontractors of any such law, by-law, regulation or decree. 11. Conflict of Interest Both the Town and the Contractor acknowledge the provisions of the State Conflict of Interest Law (General Laws c268A), and this Contract expressly prohibits any activity which shall constitute a violation of that law. The Contractor shall be deemed to have investigated the application of M.G.L. c268A to the performance of this Contract; and by executing the Contract documents the Contractor certifies to the Town that neither it nor its agents, employees, or subcontractors are thereby in violation of General Laws Chapter 268A. 12. Certification of Tax Compliance This Contract must include a certification of tax compliance by the Contractor, as required by General Laws c62C, Section 49A (Requirement of Tax Compliance by All Contractors Providing Goods, Services, or Real Estate Space to the Commonwealth or Subdivision). 13. Affirmative Action: Non -Discrimination The Contractor will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws cl51B (Law Against Discrimination) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. The Contractor shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. 14. Condition of Enforceability Against the Town This Contract is only binding upon, and enforceable against, the Town if: (1) the Contract is signed by the Town Manager or its designee; and (2) endorsed with approval by the Town Accountant as to appropriation or availability of funds; and (3) endorsed with approval by the Town Counsel as to form. (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 5 15. Corporate Contractor If the Contractor is a corporation, it shall endorse upon this Contract (or attach hereto) its Clerk's Certificate or if a Limited Liability Corporation, a Manager's Certificate or other documentation satisfactory to the Town certifying the corporate capacity and authority of the party signing this Contract for the corporation. Such certificate shall be accompanied by a letter or other instrument stating that such authority continues in full force and effect as of the date the Contract is executed by the Contractor. This Contract shall not be enforceable against the Town of North Andover unless and until the Contractor complies with this section. The Contractor, if a foreign corporation, shall comply with the provisions of the General Laws, c181, §3, and any Acts and Amendments thereof, and in addition thereto, relating to the appointment of the Commissioner of Corporations as its attorney, shall file with the Commissioner of Corporations a Power of Attorney and duly authenticated copies of its Charter or Certificate of Incorporation; and said Contractor shall comply with all the laws of the Commonwealth. 16. Liability of Public Officials To the full extent permitted by law, no official, employee, agent or representative of the Town of North Andover shall be individually or personally liable on any obligation of the Town under this Contract. 17. Indemnification The Contractor shall indemnify, defend and save harmless the Town, the Town's officers, attorneys, agents and employees, from and against any and all damages, liabilities, actions, suits, proceedings, claims, demands, losses, costs, expenses, recoveries and judgments of every nature and description (including reasonable attorneys' fees) that may arise in whole or in part out of or in connection with the work being performed or to be performed, or out of any act or omission by the Contractor, its employees, agents, subcontractors, material men, and anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by any party indemnified hereunder. The Contractor further agrees to reimburse the Town for damage to its property caused by the Contractor, its employees, agents, subcontractors or material men, and anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including damages caused by his, its' or their use of faulty, defective, or unsuitable material or equipment, unless the damage is caused by the Town's gross negligence or willful misconduct. The existence of insurance shall in no way limit the scope of the Contractor's indemnification under this contract. 18. Workers Compensation Insurance The Contractor shall provide by insurance for the payment of compensation and the furnishing of other benefits under Chapter 152 of the General Laws of Massachusetts (The (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 6 Worker's Compensation Act) to all employees of the Contractor who are subject to the provisions of Chapter 152 of the General Laws of Massachusetts. Failure to provide and continue in force such insurance during the period of this Contract shall be deemed a material breach of this Contract, shall operate as an immediate termination thereof, and the Contractor shall indemnify the Town for all losses, claims, and actions resulting from the failure to provide the insurance required by this Article. The Contractor shall furnish to the Town evidence of such insurance prior to the execution of this Contract in a form satisfactory to the Town before the same shall be binding on the parties thereto, except if specifically waived by the Town. 18.1 The Contractor further understands and agrees that in rendering services to the town under this Contract that the Contractor is an independent contractor and not an employee of the Town, that the Contractor is not covered by the Town's Workers' Compensation, or liability insurance, that the Contractor shall not make any claim against the Town, its officers, agents and employees and that the Contractor indemnifies, holds harmless, and releases the Town from any claims of the Contractor or of any other parry that may arise in whole or in part out of or in connection with the work being performed by the Contractor. 19. Documents, Materials, Etc. Any materials, reports, information, data, etc. given to or prepared or assembled by the Contractor under this Contract are to be kept confidential and shall not be made available to any individual or organization by the Contractor (except agents, servants, or employees of the Contractor) without the prior written approval of the Town, except as otherwise required by law. The Contractor shall comply with the provisions of Chapter 66 and Chapter 66A of the General Laws of Massachusetts as they relates to public documents, and all other state and federal laws and regulations relating to confidentiality, security, privacy and use of confidential data. Any materials produced in whole or in part under this Contract shall not be subject to copyright, except by the Town, in the United States or any other country. The Town shall have unrestricted authority to, without payment of any royalty, commission, or additional fee of any type or nature, publicly disclose, reproduce, distribute and otherwise use, and authorize others to use, in whole or in part, any reports, data or other materials prepared under this Contract. All data, reports, programs, software, equipment, furnishings, and any other documentation or product paid for by the Town shall vest in the Town. The Contractor shall at all times, during or after termination of this Contract, obtain the prior written approval of the Town before making any statement bearing on the work performed or data collected under this Contract to the press or issues any material for publication through any medium. (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 7 20. Confidentiality The Contractor shall comply with M.G.L. c66A if the Contractor becomes a "holder" of "personal data". The Contractor shall also protect the physical security and restrict any access to personal or other Town data in the Contractor's possession, or used by the Contractor in the performance of this Contract, which shall include, but is not limited to the Town's public records, documents, files, software, equipment or systems. 21. Record -Keeping and Retention, Inspection of Records The Contractor shall maintain records, books, files and other data as specified in this Contract and in such detail as shall properly substantiate claims for payment under this Contract, for a minimum retention period of seven (7) years beginning on the first day after the final payment under this Contract, or such longer period as is necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving this Contract. The Town shall have access during the Contractor's regular business hours and upon reasonable prior notice, to such records, including on-site reviews and reproduction of such records at a reasonable expense. 22. Assi nment The Contractor shall not assign or delegate, in whole or in part or otherwise transfer any liability, responsibility, obligation, duty or interest under this Contract without the written approval of the Town. 23. Subcontracting By Contractor Any subcontract entered into by the Contractor for the purposes of fulfilling the obligations under this Contract must be in writing, authorized in advance by the Town and shall be consistent with and subject to the provisions of this Contract. Subcontracts will not relieve or discharge the Contractor from any duty, obligation, responsibility or liability arising under this Contract. The Town is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a party. 24. Risk of Loss The Contractor shall bear the risk of loss for any Contractor materials used for this Contract and for all deliveries, and personal or other data which is in the possession of the Contractor or used by the Contractor in the performance of this Contract until possession, ownership and full legal title to the deliverables are transferred to and accepted by the Town. 25. Minimum Wage/Prevailing Wage The Contractor will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c151, § 1, et seq. (Minimum Wage Law) and any executive orders, rules, regulations, and requirements of the Commonwealth (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 8 of Massachusetts as they may from time to time be amended. The Contractor will at all times comply with the wage rates as determined by the Commissioner of the Department of Labor and Industries, under the provisions of General Laws c149, §§26 to 27D (Prevailing Wage Law), as shall be in force and as amended. The Contractor will, in addition to any other submissions required by the Prevailing Wage Law, submit certified weekly payrolls to the Town with the information described in General Laws c149, §2713. 26. Audit, Inspection and Recordkeeping At any time during normal business hours, and as often as the Town may deem it reasonably necessary, there shall be available in the office of the Contractor for the purpose of audit, examination, and/or to make excerpts or transcript all records, contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 27. Pam The Town agrees to make all reasonable efforts to pay to the Contractor the sum set forth in the Contractor's bid or proposal within thirty (30) days of receipt of an invoice detailing the work completed and acceptance from the Town of the work completed. 28. Waiver and Amendment Amendments, or waivers of any additional term, condition, covenant, duty or obligation contained in this Contract may be made only by written amendment executed by all signatories to the original Contract, prior to the effective date of the amendment. To the extent allowed by law, any conditions, duties, and obligations contained in this Contract may be waived only by written agreement by both parties. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any manner limit the legal or equitable remedies available to that party. No waiver by either party of any default or breach shall constitute a waiver of any subsequent default or breach of a similar or different matter. 29. Forum and Choice of Law This Contract and any performance herein shall be governed by and be construed in accordance with the laws of the Commonwealth of Massachusetts. Any and all proceedings or actions relating to subject matter herein shall be brought and maintained in the courts of the Commonwealth of Massachusetts, which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legal rights of the parties. (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 9 30. Notices Any notice permitted or required under the provisions of this Contract to be given or served by either of the parties hereto upon the other party hereto shall be in writing and signed in the name or on the behalf of the party giving or serving the same. Notice shall be deemed to have been received at the time of actual service or three (3) business days after the date of a certified or registered mailing properly addressed. Notice to the Contractor shall be deemed sufficient if sent to the address set forth in the Contract and to the Town of North Andover by being sent to the Town Manager, Town Hall, 120 Main Street, North Andover, Massachusetts 01845. 31. Binding on Successors This Contract shall be binding upon the Contractor, its assigns, transferees, and/or successors in interest (and where not corporate, the heirs and estate of the Contractor). 32. Complete Contract This instrument, together with its endorsed supplements, and the other components of the contract documents, constitutes the entire contract between the parties, with no agreements other than those incorporated herein. 33. Contractor Certifications 33.1 By signing this contract, the Contractor certifies under the penalties of perjury that pursuant to General Laws c62C §49A, the Contractor has filed all state tax returns, paid all taxes and complied with all laws of the Commonwealth relating to taxes; and that pursuant to General Laws c 151 A, § 19A, the Contractor has complied with all laws of the Commonwealth relating to contributions and payments in lieu of contributions. 33.2 By signing this contract, the Contractor certifies under the penalties of perjury that this contract has been obtained in good faith and without collusion or fraud with any other person. As such in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, client or other organization, entity or group of individuals. 33.3 Qualifications. The Contractor certifies it is qualified and shall at all times remain qualified to perform this Contract, that performance shall be timely and meet or exceed industry standards for the performance required, including obtaining requisite licenses, registrations, permits, resources for performance, and sufficient professional, liability, and other appropriate insurance to cover the performance. If the Contractor is a corporation, the Contractor certifies that it is in good standing with the office of the Secretary of State. If the Contractor is a foreign business, the Contractor certifies that it is listed under the Secretary of State's website as licensed to do business in Massachusetts, as required by law. (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 10 33.4 Business Ethics and Fraud, Waste and Abuse Prevention. The Contractor certifies that performance under this Contract, in addition to meeting the terms of the Contract, will be made using ethical business standards and good stewardship of taxpayer and other public funding and resources to prevent fraud, waste and abuse. 33.5 Debarment. The Contractor certifies that neither it nor any of its subcontractors are currently debarred or suspended by the federal or state government under any law or regulations including, Executive Order 147, M.G.L. c29, §29F, M.G.L. c30, §39R, M.G.L. 049, §27C, M.G.L. c149, §44C, M.G.L. c149, §148B and M.G.L. c152, §25C. 34. Additional Provisions: 34.1 Applicable to Contracts for the Procurement of Goods 34.1.1 "Goods" shall mean Goods, Supplies, or Materials, as described in the Contract. 34.1.2 Change Orders: Change orders for contracts subject to M.G.L. c30B may not increase the total contract price by more than twenty-five (25.0%) percent and shall be in compliance with Massachusetts General Laws c30B, § 13. This Contract for purchase includes the following delivery, installation or setup requirements: 34.2 Applicable to Contracts for Services 34.2.1 "Services" shall mean furnishing of labor, time, or effort by the Contractor. This term shall not include employment agreements, collective bargaining agreements, or grant agreements. 34.2.2 Change Orders: Change orders for contracts subject to Massachusetts General Laws c30B may not increase the total contract price by more than twenty-five (25%) per cent and shall be in compliance with Massachusetts General Laws c30B, §13. (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 11 34.2.3 Minimum Wage/Prevailing Wage: The Contractor will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws cl51, §1, et seq. (Minimum Wage Law) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. The Contractor will at all times comply with the wage rates as determined by the Commissioner of the Department of Labor and Industries, under the provisions of General Laws c149, §§26 to 27D (Prevailing Wage Law), as shall be in force and as amended. The Contractor will, in addition to any other submissions required by the Prevailing Wage Law, submit certified weekly payrolls to the Town with the information described in General Laws c149, §27B. 34.2.4 Insurance: The Contractor shall obtain and maintain the following insurance: 34.2.4.1 Workers Compensation Insurance of the scope and amount required by the laws of the Commonwealth of Massachusetts. 34.2.4.2 Broad Form Commercial General Liability coverage with limits of at least $1 Million per occurrence and $2 Million aggregate, and which shall cover bodily injury, death, or property damage arising out of the work. 34.2.4.3 Automobile Liability Coverage, including coverage for owned, hired, or borrowed vehicles with limits of at least $1 Million per person, and $1 Million per accident. The intent of the Specifications regarding insurance is to specify minimum coverage and minimum limits of liability acceptable under the Contract. However, it shall be the Contractor's responsibility to purchase and maintain insurance of such character and in such amounts as will adequately protect it and the Town from and against all claims, damages, losses and expenses resulting from exposure to any casualty liability in the performance of the work. 34.2.4.3 All required insurance shall be certified by a duly authorized representative of the insurers on the "MIIA" or "ACORD" Certificate of Insurance form incorporated into and made a part of this agreement. Properly executed certificates signifying adequate coverage in effect for the duration of the contract with renewal certificates issued not less than 30 days prior to expiration of a policy period, must be submitted to the Town prior to commencement of this Contract. 34.2.4.4 The Town shall be named as an additional insured on the above referenced liability policies, and the Contractor's insurance shall be (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 12 the primary coverage. The cost of such insurance, including required endorsements or amendments, shall be the sole responsibility of the Contractor. 34.2.4.5 Contractual liability must recognize the indemnities contained in this Agreement. 34.2.4.6 Coverages are to be maintained for a period of two (2) years after final payment. 34.2.4.7 The Contractor shall maintain all required insurance in full force and effect as required by this Contract or the Contractor shall be in material breach hereof. (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 13 IN WITNESS WHEREOF the parties have hereto and to two other identical instruments set forth their hands the day and year first above written. THE TOWN Town Manager Date THE CONTRACTOR te� I'tJ17 r �- s � Company Name ignature Date Print Name & Title Federal Identification No.: O Z f , S`i- —7 CERTIFICATION AS TO AVAILABILITY OF FUNDS: (Rev 1-2016) Contract by and between Town of North Andover and Brent Beckett Page 14 Scope of Services for the Merrimack Valley Region Marketing Project Phase I: Baseline Research Phase I of the Merrimack Valley Region Marketing Project (the Project) will use research and interviews to develop a theme, imagery and a framework for promoting the Merrimack Valley Region [defined as the fifteen (15) communities served by the Merrimack Valley Planning Commission) as a place where people can do business, find a home, and have fun. There are several key tasks to accomplishing Phase I, including: Task 1: Develop a Phase I Action Plan This step will outline the specific techniques that Brand 1 will use to accomplish the deliverables in Phase I. It will include the specific goal(s) of Phase I, the initiatives necessary to achieve the goal(s), and a timeline for completion. This will be undertaken in partnership with the Merrimack Valley Planning Commission (hereafter, MVPC) and be presented to the Merrimack Valley Region Marketing Roundtable (hereafter, Roundtable) at their Kick -Off meeting.' This Roundtable will be developed by MVPC and will include representation from the Merrimack Valley Mayors & Managers Coalition (MVMMC). The Roundtable will be the decision-making group for this Project. The Comprehensive Economic Development Strategy Committee will also be invited to attend any and all Roundtable. Deliverables: Phase I Action Plan document forwarded electronically to MVPC upon completion of this Task, agenda and minutes for Merrimack Valley Region Marketing Roundtable Task 2: Research and Evaluate the Merrimack Valley Region This task will involve several research methods to understand what makes the Merrimack Valley attractive to business, residents, and visitors. Economic development is not just retaining and luring businesses; it is creating an atmosphere of work -live -play. The Action Plan in Task 1 will include the final methodologies to be used in Task 2, but they could include: o Evaluating the effectiveness of the existing regional "brand" utilized for the Region (Merrimack Valley Means Business); o Profiling the Region's current and potential markets; o Obtaining individual communities' marketing slogans within the Region (if applicable) o Interviews and field trips in each of the communities in the Region; o Reviewing MVPC's photo library (and other existing photo libraries) for images of the Region that could be used in the branding and marketing framework; and o Conducting quantitative and qualitative research to determine existing attitudes and perceptions of the Region as well as opportunities and challenges to enhance the Region's image. Deliverables: Synthesis of the research that was conducted including the methodology used and survey/interview questions and responses. All electronic files collected or created will be forwarded to MVPC upon completion of this Task. • Task 3: Create a Logo and a Tagline 1 Brand One is responsible for developing agendas and providing Roundtable meeting supplies. Brand One is responsible for press releases and/or public notices related to this project and should refer to MVPC's Title VI/Nondiscrimination Policy at http://mvpc.org/information-center/title-vinondiscrimination/ to ensure public notices and meetings are held in accordance with MVPC's Title VI policy. 1IPage Scope of Services for the Merrimack Valley Region Marketing Project Using the information collected in Task 2, Brand One will create a logo and tagline for the Merrimack Valley Region. The process for developing the logo and tagline will be outlined in Task 1, but will involve collaboration with MVPC and final approval by the Roundtable. Once approved by the Roundtable, this stage will also include a media campaign to launch the new logo and tagline and begin scaled promotion about this project. Brand One will be responsible for the development and release of all press releases, upon approval from MVPC. Deliverables: The Merrimack Valley Region Marketing logo and tagline. The final logo will be made available to MVPC as EPS, JPG, and any other formats necessary for posting in various media outlets. The final logo, tagline, and media blasts will be forwarded to MVPC upon completion of this Task. • Task 4: Develop the Merrimack Valley Region Marketinq Plavbook The final deliverable for Phase I is a framework, or Playbook, that outlines next steps for the Merrimack Valley Region Marketing Project. The Playbook will include, but not be limited to: o Specific objectives and tasks associated with the next Phase(s) of this Project; o A timeline for next steps; o Responsibilities for each step; o A strategy for rolling out the campaign (i.e., market to the business community first, then residents, then visitors); o A Social Media Strategy and suggested platforms; and o A menu of marketing options and the associated prices (i.e., TV spot, billboard, website, etc.) The culmination of Phase I will be at a Roundtable meeting to present the Playbook and discuss next steps. Deliverables: Final Playbook forwarded electronically to MVPC upon completion of this Task, agenda and minutes for Merrimack Valley Region Marketing Roundtable. 21 Page Form W'9 Request for Taxpayer Give Form to the (Rev. December 2011) Identification Number and Certification requester. Do not Department of the Treasury resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other send to the IRS. Internal Revenue Service entities, it is your employer identification number (EIN). If you do not have a number, see How to get a Name ( own on your in a tax return) N Business name/disregarded entity name, if different from above a) m Ca ° C Check riate box for federal tax classification: ° y ndividual/solero rietor ❑ C Corporation p p S Corporation Partnership ❑ Trust/estate 5 ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) 10, payee o L -------------------------------- -------------------------------- r y r C a ❑ Other (see instructions) 00 - Address Address (numbber, street, and apt.,pr suit.) Requester's name and address (optional) CL aa) City, state, a d ZIP code I�G/ List account num er(s) here (optional) ff 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, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other Z f F-71 entities, it is your employer identification number (EIN). If you do not have a number, see How to get a l TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose I Employer identification number number to enter. F-71 I Certification 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). 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 dividends4 your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonme of secured/priy, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interes nd dividendarenot require� to sign the certification, but you must provide your correct TIN. See the instructions on oage 4. l Sign Signature of /V� V —v Here U.S. person 1110- General Instructions Section references are to the Internal Revenue Code unless otherwise noted. 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, 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 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Date ► P' CI -1 , Z ®1 Ce Note. If 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 on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. r"t ni., inooiv FnrmW-QMpw 19-9011) Form W-9 (Rev. 12-2011) 1 Fage 2 The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, • The U.S. grantor or other owner of a grantor trust and not the trust, and • The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9. Also see Special rules for partnerships on page 1. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name/disregarded entity name" line. Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line. Disregarded entity. Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the "Name" line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name" line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8. Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the "Name" line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate). Limited Liability Company (LLC). If the person identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the "Name" line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line. CERTIFICATIONS CERTIFICATE OF NON -COLLUSION The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean natural person, business, partnership, corporation, committee, union, club or other organization, entity, or group of individuals. Signature / Date Y, S" °, d 1 k 1J Z , 5rcucoQdK(_S� Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I { t, Y -e- -tt— , authorized signatory for Lti �- 3-f- e- ��- 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 Date WORKERS' COMPENSATION STATEMENT the owner and operator of (Name of Owner) CA� `"�`� � aa�4(- located in�'� (Name of Company) (Name of Ci /Town) have no employees and am thus not required to maintain Worker's Compensation Insurance. I accept full medical responsibility for any injury I sustain while performing work for the Town of North Andover as an independent contractor during the term of this Contract. (Date) A ® KLW CERTIFICATE OF LIABILITY INSURANCE R002 DATE(MM/DD/YYYY) 8/4/2016 THIS CERTIFICATEIS 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBRpGATION 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 USAA INSURANCE AGENCY INC/PHS 812845 P: (888) 242-1430 F: (888) 443-6112 PO BOX 33015 SAN ANTONIO TX 78265 CONTACT NAME: (A/C,,"No,Ext): (888) 242-1430 (A//CNo): (888) 443-6112 noo ESS: INSURER(S) AFFORDING COVERAGE NAICp INSURER A: Sentinel Ins Co LTD 11000 INSURED BRENT BECKETT DBA BRAND 1 STRATEGIES AND SOL 17 PLEASANT ST KITTERY ME 03904 INSURER B INSURERC: INSURER D: INSURER E: INSURER F: 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 1. TR TYPEOFINSURdNCE ADDL MR SUBR WYD POLICYNUMBER POLICYEFF MM/DD/YYYY POLICYEXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1, 000, 000 CLAIMS -MADE OCCUR DAMAGE TO RENTED $ l, 000, 000 PREMISES (Ea occurrence) X X MED EXP (Any one person) $10, 000 A General Liab 65 SBM IN4676 08/04/2016 08/04/2017 PERSONAL & ADV INJURY $1, 000, 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000, 000 POLICY PRO FX] LOC JECT PRODUCTS - COMP/OP AGG s2, 000, 000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ IYORKF-RS COMPENSATION ANDEAIPLOYERS'LIABILIIT PER OTH- STATUTE ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) F] E.L. E.L. DISEASE- EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The Town of North Andover, MA AUTHORIZED REPRESENTATIVE - 1600 OSGOOD ST NORTH ANDOVER, MA 01845 ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD i Vt . , -,-ir ir' USAA.Customer.Service@mailcenter.usaa.com j Auto Insurance USAA SECURITY ZONE Confirmation Brent USW View US View Accounts I Privacy Promise I Contact Us USAA #ending in:9200 i' To whom it may concern Please use this as confirmation of auto insurance; however, this does not take the place of an i insurance identification card. Registered owner: BRENT L BECKETT I ` Address: 17 PLEASANT ST KITTERY ME 03904 f e : Policy #: CIC 004039200 7113 Policy effective: July 4, 2016 Policy expiration: January 4, 2017 I ` Vehicle: 2013 SUBARU OUTBACK VIN : 4S4BRBKCXD3240917 ' Bodily injury liability limit: $1,000,000 each person / $1,000,000 each accident Property damage liability limit: $500,000 each accident Comprehensive deductible: $500 Collision deductible: $500 Lienholder : NORTHEAST CREDIT UNION k NORTHEAST CREDIT UNION i PO BOX 1240 i PORTSMOUTH NH 03802 i ' Additional insured: TOWN OF NORTH ANDOVER i 1600 OSGOOD ST NORTH ANDOVER, MA 01845-0480 k i' Meets Maine minimum statutory liability requirements i� 'Liability limits meet those required by most leasing companies This confirmation of coverage neither affirmatively nor negatively amends, extends or alters the coverage given by the policy issued by USAA Casualty Insurance Company. i Thank you for choosing us for your auto insurance needs. If you have questions, please call i us at 210-531-USAA (8722), our mobile shortcut #8722 or 800-531-8722. I: Thank you, 1—USAA Casualty Insurance Company