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Contract #: 967 - From: 05-15-2017 To: - KBA Architects - Town of North Andover
I• KNIGRAG-01 RHAAS ACORO° CERTIFICATE OF LIABILITY INSURANCE COVERAGES CFRTIFICATF NIIMRF-k- R1=VIRIr1N NIIMRFR• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD DATE 07/07/2017Y) 07/07/2017 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 have ADDITIONAL INSURED provisions or 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 Ames & Gough 859 Willard Street Suite 320 CONTACT NAME: PHONE (A/c, No, Ext): (617) 328-6555 FAX No):(617) 328-6888 E-MAIL SS: boston@amesgough.com Quincy, MA 02169 INSURERS AFFORDING COVERAGE NAIC # INSURER A : Travelers Casualty & Surety Co. of America A++, XV 31194 INSURED INSURER B: Knight, Bagge 8r Anderson, Inc. 6 Thirteenth Street INSURER C CLAIMS -MADE OCCUR Charlestown Navy Yard INSURER D : INSURER E: Charlestown, MA 02129 INSURER F: DAMAGE TO RENTED PREMISES Ea occurrence $ COVERAGES CFRTIFICATF NIIMRF-k- R1=VIRIr1N NIIMRFR• 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 SUBJECTTOALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TY OF INSURANCE ADDL D SUBR POLICY NUMBER POLICY EFF / POLICY EXP MM/DD/YYW LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any oneperson) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY [7] JECT LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY Perperson) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN STATUTE ERH ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA E.L. EACH ACCIDENT I $ E.L. DISEASE - EA EMPLOYE $ If ves, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Prof. Liability 105309075 07/05/2017 07/05/2018 Per Claim: 2,000,000 A 105309075 07/05/2017 07/05/2018 Aggregate: 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) All Coverages are in accordance with the policy terms and conditions. RE: Town of North Andover - Modular Kindergarten Center Town of North Andover Attn: Andrew Maylor,Town Manager 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 I ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD TOWN OF NORTH ANDOVER AGREEMENT FOR DESIGNER'S SERVICES THIS AGREEMENT is made as of the /T* day of a a o)7, by and between KBA 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 engineering/architectural services associated with construction of a modular Kindergarten Center. B. The Designer possesses the expertise to perform and/or coordinate such services in a timely and professional manner. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Description of Project/Scope of Services The nature and scope of the services to be performed by the Designer are described 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 as set forth by the Town. 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. If a Contractor 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 any damages, costs and adverse consequences of any kind thereof. Agreement for Designer's Services by and between Town of North Andover Page 1 of 22 and KBA Architects Inc. 4.2 When applicable to this Agreement, the provisions of Mass General Laws are incorporated by reference into this Agreement. Wherever applicable law mandates the inclusion of any term or provision into a municipal contract, then it shall be understood that this Agreement shall import such term or provision into this Agreement. To whatever extent any provision of this Agreement shall be inconsistent with any law or regulation limiting the power or liability of cities and towns, such law or regulation shall control. 4.3 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. 4.4 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 in the Request for Qualifications/Proposals for the Project, Addenda thereto and the Designer Responses submitted in response thereto, and the Schedules attached hereto. 4.5 The Designer will perform the Services in the most expeditious and economical manner consistent with the interests of the Town. 4.6 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 of law 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. 4.7 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 -Designers 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 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 Designers hereunder, as soon as Designer becomes aware of such errors or defects or is notified of such errors or defects. Agreement for Designer's Services by and between Town of North Andover Page 2 of 22 and KBA Architects Inc. 4.9 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 Selection Board, 521 CMR 1.00 et. seq. 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 certificates shall be in a form reasonably acceptable to the Town and all other interested parties. 4.10 If the Services to be performed by the Designer involve the preparation of written materials, such written materials prepared and to be prepared by the Designer for the Project (and, in the case of drawings or plans and specifications, all improvements when built in accordance therewith) will conform to the requirements of the State Building Code, 780 CMR 1, et seq., and to any other applicable federal, state, municipal and local laws, ordinances, rules, regulations, codes and orders in effect at the time such work is performed. The Designer shall certify such matters to the Town and all other interested parties, as and when requested by the Town from time to time. All such certifications shall be in a form reasonably acceptable to the Town. 4.11 If required by the Town in the Scope of Services the Designer shall employ a photographer utilizing a digital camera to fully record the project building and site and related construction each month. A minimum of 40 images shall be recorded and transferred electronically to the Town each month along with the Designer's Application for Payment. Such responsibility may be assigned to the General Contractor, but must be coordinated and directed by the Designer. 4.12 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 Site. Authorization must be obtained by the Designer from the Town prior to the Designer's entering upon any 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 the building and interference with the use of such Sites. 4.13 Ray Santilli, Assistant Town Manager, shall be the Town's primary contact person with the Designer, and Daniel Bradford, Vice President, will be the Designer's primary contact person with the Town. These contact persons named herein shall remain with the Project as long as they remain employed by the respective parry from start to completion of the Services covered in agreement. If a vacancy exists the Town retains the right to approve the proposed replacement. 4.14 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 the Schedule attached hereto, which will include all labor, overhead, profit, Agreement for Designer's Services by and between Town of North Andover Page 3 of 22 and KBA Architects Inc. 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 -Designers" under Section 5.3 hereof. The Contract Sum shall be paid as hereinafter provided in Section 6 hereof. 5.2 If the Designer's fee is negotiated, the Designer shall provide a truth -in -negotiations certificate in the form prescribed by M.G.L. c.7C, sec. 51 at the time of final execution of this Agreement. (See Appendix A hereto.) 5.3 "Reimbursable Expenses and Sub -Designers" 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 associated with plans and specifications and bid documents; and the use of outside sub -Designers 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 proposed for each sub -Designer prior to proceeding with the specified work. Any costs for printing, copying and mailing/delivery of printed materials except as stated above is included as part of the fixed price. Payment for Reimbursable Expenses and Sub -Designers shall be made within thirty (30) days after receipt and approval by the Town of a detailed monthly invoice of such expenses. Said monthly invoices shall (i) include a detailed itemization of the services rendered/completed, along with attached copies of the original invoices submitted to and paid by the Designer, and (ii) be certified as correct by the Designer and shall contain a further certification by the Designer that all due and payable bills with respect to the expenses shown in such monthly invoice have been paid to date or shall be paid from the proceeds of the payment made pursuant to such invoice. 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 the Schedules 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 -Designer as specified under Section 5.3 of this Agreement. Monthly invoices shall be promptly processed by the Town if they are in conformity with the Contract terms and 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. Agreement for Designer's Services by and between Town of North Andover Page 4 of 22 and KBA Architects Inc. 6.2 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. 6.3 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: 6.3.1 The Designer is in default of any of its obligations hereunder or otherwise is in default under this Agreement; 6.3.2 Any part of such payment is attributable to Services which are not performed in accordance with this Agreement. 6.4 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. 6.5 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 performance of the Services, appearing after completion thereof or (iii) failure of the Services to comply with the requirements of this Agreement, all of which shall survive such Final Payment and final acceptance of the Services. The acceptance of Final Payment for services or in the event of termination of this Agreement, shall, in each instance, operate as and be a release to the Town and every member and agent thereof, from all claims and liabilities to the Designer for everything done or furnished for or relating to the work, and for any act or neglect of the Town or of any person relating to or affecting the work and 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. 6.6 Non -appropriation of funds: 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 of North Andover. 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 that the appropriation(s) funding this Agreement is terminated or reduced to an amount which will be insufficient to support anticipated future obligations under this Agreement. 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 Agreement for Designer's Services by and between Town of North Andover Page S of 22 and KBA Architects Inc. any Services beyond the scope of the Services set forth in Schedule I 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. The Town anticipated scope of services for both projects is listed on Schedule III, however, the scope of these projects may be reduced or cancelled at the discretion of the Town for any reason. 7.2 In accordance with M.G.L. c.7C, sec. 51, the Designer or its sub -Designers or 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 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. All insurers shall have a satisfactory Rating of "A" and Financial Size Category of "VIII" or better, as deemed by A.M. Best Co. Such insurance shall provide coverage of the type and in the amounts specified. Coverages under 8.1.3 and 8.1.4 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 the following limits of coverage: Bodily Injury One Million Dollars ($1,000,000.00) each person/each occurrence; or a Combined Single Limit of One Million Dollars ($1,000,000.00) and Property Damage, One Million Dollars ($1,000,000.00) each occurrence, or a Combined Single Limit of One Million Dollars ($1,000,000.00) for Owned, Hired and Non -Owned vehicles. 8.1.4 A comprehensive general liability policy providing bodily injury coverage, including death, for not less than $1,000,000.00 each Occurrence Combined Single Limit I$ 1,000,000.00 Personal Injury & Advertising Injury/ $2,000,000.00 General Aggregate per Location/Project/ $2,000,000.00 Products Completed Operations Aggregate. Contractual Liability must recognize the indemnities contained in this Agreement. The Town of North Andover is to be named as an Additional Insured on this policy. Agreement for Designer's Services by and between Town of North Andover Page 6 of 22 and KBA 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 $2,000,000.00, 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 $100,000.00 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. 8.1.7 Coverages are to be maintained for a period of three (3) years after final payment. 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 provide certificates of such insurance to the Town 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 8.1.3 and 8.1.4 above. Section 9. Indemnification 9.1 For claims arising out or relating to negligent errors and omissions in the performance of professional services rendered by the Designer, to the fullest extent permitted by law, the Designer shall indemnify and hold harmless the Owner and its officers and employees from and against all claims, damages, liabilities, injuries, costs, fees, expenses, or losses, including, without limitation, reasonable attorney's fees and costs of investigation and litigation, whatsoever which may be incurred by the Owner to the extent caused by the negligence of, or the breach of this Contract by, the Designer or a person employed by the Designer, or Subconsultant for whom the Designer is responsible under this Contract. 9.2 For all other claims, to the fullest extent permitted by law, Designer shall defend, indemnify and hold harmless the Owner and the Authority and their officers and employees from and against all claims, damages, liabilities, injuries, costs, fees, expenses, or losses, including, without limitation, reasonable attorney's fees and costs of investigation and litigation, whatsoever which may be incurred by the Owner or the Authority to the extent they result from the performance of its Agreement for Designer's Services by and between Town of North Andover Page 7 of 22 and KBA Architects Inc. services provided that such claims, damages, liabilities, injuries, costs, fees, expenses, or losses are attributable to bodily injury or death or injury to or destruction of tangible property and are caused by an act or omission of the Designer or a person or Subconsultant for whom the Designer is responsible under this Contract. 9.3 The existence of insurance shall in no way limit the scope of the Designer's indemnification under this Agreement Section 14. 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: Andrew Maylor, Town Manager Town of North Andover 120 Main Street North Andover, MA 01845 To Designer: Kevin Buckley, President KBA Architects, Inc. 6 Thirteenth Street Charlestown, MA 02129 Section 11. Confidential and Proprietary Information; the nwnershin of Documents 11.1 Any materials, reports, information, data, etc. given to or prepared or assembled by the Designer under this Contract are to be kept confidential and shall not be made available to any individual or organization by the Designer (except agents, servants, or employees of the Designer) without the prior written approval of the Town, except as otherwise required by law. The Designer shall comply with the provisions of Chapter 66 and Chapter 66A of the General Laws of Massachusetts as it relates to public documents, and all other state and federal laws and regulations relating to confidentiality, security, privacy and use of confidential data. A hard copy and an electronic copy (if requested by the Town) of Designer's drawings, plans, specifications and other similar documents, whether in written, graphic or electronic form, shall be delivered to the Town. If there is a discrepancy between the electronic files and the hard copies, the hard copies shall govern. The Town shall have unlimited rights, for the benefit of the Town, in all drawings, designs, specifications, notes and other work developed in the performance of this contract including the right to use same on any other Town projects without additional cost to the Town; and with respect thereto the Designer agrees and hereby grants to the Town an irrevocable royalty -free license to all such data which the Designer may cover by copyright and to all designs as to which it may assert any rights or Agreement for Designer's Services by and between Town of North Andover Page 8 of 22 and KBA Architects Inc. establish any claim under any patent or copyright laws. The Town acknowledges that these documents are project/site specific. The Designer shall not be responsible for changes made to the documents and use by parties other than the Town without the Designer's authorization, nor for the Town's use of the document on projects other than the project which is the subject of this Contract, unless this is a contract for design services for a master plan or prototype. The Town shall have access at all reasonable times to inspect and make copies of all said materials in the Designer's possession pertaining to the Project and the services provided by the Designer under this Agreement. All of the Town's rights hereunder shall survive any cancellation, termination or suspension of this Agreement. 11.2 All information acquired by the Designer from the municipality or from others at the expense of the municipality in performance of the Agreement, shall be and shall remain the property of the municipality. All records, data files, computer records, work sheets, deliverable products complete and incomplete, and all other types of information prepared or acquired by the Designer for delivery to the Town shall be and shall remain the property of the Town upon payment thereof. 11.3 The Designer agrees that it will use this information only as required in the performance of this Agreement and will not, before or after the completion of this Agreement otherwise use said information, nor copy, nor reproduce the same in any form except pursuant to the sole written instructions of the Town, provided that the Designer shall be permitted to retain a copy of such information for purposes of documenting the Services. 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 it may have, make good such deficiencies and may deduct the cost thereof from the payment then and thereafter due the Designer or, at its option, may terminate this Agreement. 12.2 The Designer hereby agrees that it shall have no claim for damages of any kind on account of any delay in the commencement of the Services and/or any delay or suspension of any portion of the Services, whether such delay is caused by the Town or otherwise Section 13. Subcontracts 13.1 The Designer shall not delegate any of its duties hereunder, except to competent and reliable sub -Designers and sub -contractors approved in advance and in writing by the Town. 13.2 Requests for approval of Services to be delegated by the Designer must include a clear description of the work to be performed and the capabilities of the sub-Designers/sub-contractors to perform such work. If requested by the Town, copies of executed contracts between Designer and sub-Designers/sub-contractors or for any other work delegated by the Designer shall be delivered to the Town immediately after such execution. Agreement for Designer's Services by and between Town of North Andover Page 9 of 22 and KBA Architects Inc. 13.3 The Designer represents that it has made and will make reasonable investigation of all sub- Designers and sub -contractors to be utilized in the performance of work under this Agreement to determine that they possess the skill, knowledge and experience necessary to enable them to perform the Services required. Nothing in this Agreement shall relieve the Designer of its prime and sole responsibility for the performance of the Services under this Agreement and the Designer shall remain liable for all work performed by itself or any sub-Designer/sub-contractor or other person performing Services under the authority of the Designer. 13.4 When the Designer receives payment from the Town, the Designer shall promptly and within any applicable time period required by law make payment to each subdesigner/subcontractor whose work is included in the work for which such payment was received from the Town. The Town shall have the right to investigate any breach of a subdesigner/subcontractor's contract and to take corrective measures necessary for the best interest of the Town. Section 14. No Third Party Benefrciary 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 shall cause to be maintained accurate and detailed records of all time devoted to the project by the Designer and each subdesigner/subcontractor employed by the Designer. The Designer agrees that the Town and the Commonwealth of Massachusetts, or any of their duly authorized representatives shall have access to any books, documents, papers and records of the Designer which are directly pertinent to the project for the purposes of making audit, examination, excerpts, and transcriptions. 15.2 The Designer shall maintain all records involved with this Agreement for a period of seven (7) 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 and work 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 architectural and engineering office(s) located within the confines of the Commonwealth of Massachusetts. 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. Agreement for Designer's Services by and between Town of North Andover Page 10 of 22 and KBA Architects Inc. 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 a Contractor or its subcontractors; and any claims and/or litigation brought by or against the Town and any third parties, by providing only for the Town technical information, analyses and expert witnesses. The Designer shall provide such services at a mutually agreed upon and reasonable rate, except those Services which are required under this Agreement or are necessitated by the alleged acts, errors or omissions of the Designer, all of which shall be provided at no cost to the Town. Section 18. Discrimination Prohibited 18.1 In all hiring or employment made possible by or resulting from this Agreement, (1) there will not be any discrimination against any employee or applicant for employment because of race, color, religion, sex, or national origin, and (2) affirmative action will be taken to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. 18.2 No person in the United States shall, on the ground of race, color, religion, sex or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. The Designer will comply with all requirements imposed by or pursuant to Title VI of the Civil Rights Act of 1964. Section 19. Certifications ReQuired by Law The Designer, by executing this Agreement, certifies the following: (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 Designer or sub-Designer/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 sub -Designer/ 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 Agreement for Designer's Services by and between Town of North Andover Page 11 of 22 and KBA Architects Inc. (d) that the Designer has internal accounting controls as required by M.G.L. c. 30, sec. 39R, and has filed and will continue to file an audited financial statement required by subsection (d) of said Section 39R or said Chapter 30, and that the Designer will: (1) maintain accurate and detailed accounts for a six-year period after the Final Payment; (2) file with the Town regular statements of the Designer concerning internal auditing controls; (3) file with the Commissioner of Capital Planning and Operations an annual audited financial statement prepared by an independent certified public accountant; and (4) for any contract which is for an amount or estimated amount greater than one hundred thousand dollars ($100,000.00), as defined in M.G.L. c. 30, sec. 39R, submit a statement upon the execution of this Agreement from an independent certified public accountant that such CPA (or public accountant) has examined the Designer's internal auditing controls and expresses an opinion as to their consistency with the Designer's statements in (2) above and whether such statements are reasonable with respect to transactions and assets that are substantial in relation to the Designer's financial statements. (M.G.L. c. 30, sec. 39R). (e) that the Designer, and any sub-Designer/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-Designer/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. 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. Agreement for Designer's Services by and between Town of North Andover Page 12 of 22 and KBA Architects Inc. 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 Both the Town and the Designer acknowledge the provisions of the State Conflict of Interest Law (General Laws Chapter 268A), and this Agreement expressly prohibits any activity which shall constitute a violation of that law. The Designer shall be deemed to have investigated the application of M.G.L. c. 268A to the performance of this Contract; and by executing the Contract documents the Designer certifies to the Town that neither it nor its agents, employees, or subcontractors are thereby in violation of General Laws Chapter 268A. 20.4 Violation of this Section shall be a material breach of this Agreement and shall be grounds for immediate termination of this Agreement by the Town without regard to any enforcement activities undertaken or completed by any enforcement agency. Termination of this Agreement pursuant to this Section shall not waive any claims for damages the Town may have against the Designer resulting from the Designer's violation of the terms of this Section. Section 21. Termination: Survival .of Covenants 21.1 Notwithstanding any other provision of this Agreement, the Town reserves the right at any time in its absolute discretion to suspend or terminate this Agreement in whole or in part for its convenience upon written notice to the Designer. If any portion of this Agreement so suspended is not recommenced by written notice of the Town within the time period specified in the written notice of suspension, the suspended portion of this Agreement shall be thereupon deemed terminated as to that portion for the convenience of the Town in accordance with this provision. The Town shall incur no liability by reason of such termination 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 records, data, drawings, specifications, reports, estimates, summaries, and such other information and materials, whether completed or in process, as may have been accumulated by the Designer in performing this contract. 21.3 If the Designer shall fail to fulfill in a timely and satisfactory manner its obligations under this agreement, or if the Designer shall violate any of the covenants, conditions, or stipulations of this agreement, which failure or violation shall continue for seven (7) business days after written notice of such failure or violation is received by the Designer, then the Town shall thereupon have the right to terminate this agreement by giving written notice to the Designer of such termination and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Agreement for Designer's Services by and between Town of North Andover Page 13 of 22 and KBA Architects Inc. 21.4 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. 21.5 All of the Designer's covenants and obligations hereunder shall survive the termination or expiration of this Agreement. Section 22. IneliiNity Further design services and construction administration services beyond the scope of this agreement shall only be performed upon written agreement of the parties, and shall be in compliance with the statutory requirements for designer selection under Chapter 7C of the Massachusetts General Laws. Section 23. Entire Agreement. Interpretation,. Governing Law 23.1 This Agreement is the exclusive statement of the agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, proposals and awards, written or oral, relating to its subject matter. 23.2 Headings, titles and paragraph captions are inserted in this Agreement for convenience, are descriptive only and shall not be deemed to add to or detract from or otherwise modify the meaning of the paragraphs. 23.3 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 23.4 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. 23.5 The 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. 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. Agreement for Designer's Services by and between Town of North Andover Page 14 of 22 and KBA Architects Inc. 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 of law and governmental regulation required by law to be inserted in an agreement such as this or in any of the contract documents shall be deemed to be inserted herein or therein and this Agreement shall be 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. Assisnment 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. Legal Requirements 25.1 Non-resident Processing; Signatures Every Designer who is a nonresident of the Commonwealth of Massachusetts, or a non- resident co-partner of a Designer, hereby appoints the Secretary of the Commonwealth of Massachusetts and his successor in office to be its true and lawful attorney, upon whom all lawful processes in any action or proceeding arising out of this Agreement may be served. When legal process against any such person is served upon the Secretary of State, a copy of such process shall forthwith be sent by registered mail with a return receipt requested by the Town or its lawful Attorney to said Designer or non-resident co-partner at the address set forth in this Agreement. Said Designer or said non-resident co-partner hereby stipulates and agrees that any lawful process against it which is served on said attorney shall be of the same legal force and validity as if served on said Designer or said co-partner. Such authority shall continue in force so long as any liability remains outstanding against said Designer or said co-partner. 25.2 Anti -Boycott Covenant (Executive Order #130) The Designer warrants, represents and agrees that during the time this Agreement is in effect, neither it nor any affiliated company, as hereafter defined, will participate in or cooperate with an Agreement for Designer's Services by and between Town of North Andover Page 15 of 22 and KBA Architects Inc. international boycott, as defined in Section 999 (b) (3) and (4) of the Internal Revenue Code of 1954, as amended, or engage in conduct declared to be unlawful by General Laws Chapter 151 E, sections 2 and 3. If there shall be a breach in the warranty, representation and agreement contained in this paragraph, then without limiting such other rights as it may have, the Town shall be entitled to rescind this Agreement. As used herein, an affiliated company shall be any business entity of which at least 51 % of the ownership interests are directly or indirectly owned by the Designer, or by a person or persons, or business entity or entities, directly or indirectly owning at least 51 % of the ownership interests of the Designer. 25.3 Equal Employment Opportunity Anti -Discrimination Program During the performance of this agreement, the Designer, for its assignees, and successors in interest, agrees as follows: a. The Designer, in the performance of all work after award and prior to completion of the contract work, will not discriminate on grounds of race, color, religious creed, national origin, age or sex in employment practices, in the selection or retention of subcontractors, or in the procurement of materials and rental of equipment. Fair Employment Practices Law of the Commonwealth (M.G.L. Chapter 151B). b. The Designer by signing this Agreement agrees to abide by the above paragraph to the best of its ability. Section 26. Choice of Law This Agreement shall be construed under and governed by the laws and regulations of the Commonwealth of Massachusetts, and the Town of North Andover. The Designer, and the agents thereof, agree to bring any federal or state legal proceedings arising under this Agreement, in which the Town is a party, in a court of competent jurisdiction within the Commonwealth of Massachusetts. This paragraph shall not be construed to limit any rights a party may have to intervene in any action, in any court or wherever pending, in which the other is a party. Section 27. Waivers The provisions of this Agreement can be waived only by written agreement, except where otherwise stated herein. Forbearance or indulgence by a party shall not be construed as a waiver, nor in any way 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. Section 28. Amendments No amendment to this Agreement shall be effective unless it is executed in writing by authorized representatives of both parties. Section 29. Severability If any provision of this Agreement is declared or found illegal, unenforceable, or void, then both parties shall be relieved of all obligations under that provision. The remainder of the Agreement shall be enforced to the fullest extent permitted by law. Agreement for Designer's Services by and between Town of North Andover Page 16 of 22 and KBA Architects Inc. Section 30. Designer Agreement Supplementary Data 30.1 No changes are to be made to the information provided by the Designer in this Section at any time during the life of this agreement without written notification to the Town and when required, receipt of written approval by the Town. 30.2 In accordance with the provisions of M.G.L. Chapter 7A, section 6, no contract to provide Designer services shall be awarded by the Town, or by any department, board, commission, or other agency acting in its behalf, unless the person signing such contract on behalf of the party contracting to provide such services files with the Town a statement under the penalties of perjury setting forth the names and addresses of all persons having a financial interest therein, not including, however, any person whose only financial interest therein consists of the holding of one percent or less of the capital stock of a corporation contracting to provide such services. NOTE: Individuals who sign a contract in their own behalf must also complete the certification below as well as sign the contract. For the purpose of this directive, the term "person having a financial interest" will generally refer to any person who, in some direct manner, will benefit financially from a given contractual relationship with the Town. However, this may not, in every case, preclude the possibility of an existing financial interest within the meaning of the statute where a financial benefit is to be realized in some indirect manner. Where doubts arise in a specific case, it is advisable that names and addresses be included. By signing this Contract, the Designer certifies under the penalties of penury that the following sets forth the names and addresses of all persons having a financial interest in this contract, in accordance with the provisions of Chapter 7A, section 6. Name Address Daniel P. Bradford 64 Oakland Ave, Hanover, MA 02339 Kevin J. Buckley 1 Heritage Way, Burlington, MA 01803 Michael Williams 41 Ridge Street, Westminster, MA 01473 30-3. By signing this. Contract, the Designer certifies under the Renalt es of perjM that the following named (Principal) is registered by the Commonwealth as a Architect pursuant to the provisions of General Laws Chapter 112, sections 60A through 600 (architects), sections 81D through 81T (professional engineers and land surveyors), or sections 99 through 107 (registered landscape architects). Name Title Mass. Reizistration No. Daniel P. Bradford Vice President 5986 Kevin J. Buckley President 5506 Agreement for Designer's Services by and between Town of North Andover Page 17 of 22 and KBA Architects Inc. NOTE: The above information must be completed to also comply with the provisions of General Laws Chapter 7C, section 51. 30.4. By signing this contract, the Designer certifies under the penalties ofperjury that the following named (Principal) is the designated officer of the firm contracted for the: IF A CORPORATION: (Name Officers and Titles) Kevin J. Buckley, AIA, President, Daniel P. Bradford, Vice President & Mirhaal WilliamSr Prinr:ipal IFA PARTNERSHIP: (Name of all Partners) IF AN INDIVIDUAL: (Name of Owner): MASSACHUSETTS REGISTERED PRINCIPAL OF FIRM RESPONSIBLE FOR THIS PROJECT IS: Daniel P. Bradford, AIA (Notify Office of any changes) 30.5 By signing this contract, the Designer certifies under the podties of duty that 1) in accordance with Chapter 7C, section 51, 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; and 2) that no Designer or subcontractor for 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 Designer or subcontractor of a contract by the Designer; and 3) 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 the contract for 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; 4) 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, and that as used in this certification the word "person" shall mean any natural person, business, partnership, corporation, Agreement for Designer's Services by and between Town of North Andover Page 18 of 22 and KRA Architects Inc.. union, committee, club or other organization, entity, or group of individuals. 30.6 Bu si ninQ this contract, the Designer certifies- under the penalties. of ppr .ury that pursuant to General Laws Chapter 62C sec. 49A, the Designer 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 Chapter 151A, sec. 19A, the Designer has complied with all laws of the Commonwealth relating to contributions and payments in lieu of contributions. 30-7. By signing this contract,. the Designer certifies under the penalties of gdua thatthis 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. 30.8. By signing this contract, the Designer certifies under thepenalties of perjury that the following is a listing of at least the five (5) most recent existing contracts or other sources of income derived by (Firm Name):. Knight, Bagge & Anderson, Inc. from the Commonwealth or any political subdivision thereof or public authority therein, from the Federal Government or any agency thereof, and from any governmental source for services rendered. Include the following information for each contract: Contract Awarding Authority, Description of Services, Present Status, Fee, Percentage of Fee Received, Percentage of Fee Anticipated (may be included on a separate page attached to this Agreement) Town of North Andover/Elementary School Study/Complete / $45,000 / 100% received Town ot Burlington/33Center St Renovations/Construction/$lo received / 20% anticipated Town of Burlington/Human Services Building Renovations/Construction/$230,000 / 80% received / 20% anticipated Town of Sharon/Heights E.S. Reroofing/Bidding/$121,000 130% received / 70% anticipated Town of Burlington/Master Plan/Complete/$135,300 / 100% received 30.9. By s� this contract the Designer certifies under the penalties of perjury that, if the Designer is a corporation, the Corporation has filed with the State Secretary all certificates and annual reports required by Chapter 156B, section 109 (Business Corporation), by Chapter 181, section 4 (Foreign Corporation), or by Chapter 180, section 26A (Non -Profit Corporation) of the Massachusetts General Laws. 30-10. By signingthis con#ract, the Designer certifies under the penalties ofpexjWthg the Designer is not currently debarred or suspended by the Commonwealth of Massachusetts, or any if its entities or subdivisions, under any Commonwealth law or regulation, including but not limited to M.G.L. c. 29 s. 29F and M.G.L. c. 152 s. 25C. Agreement for Designer's ,Services by and between Town of North Andover Page 19 of 22 and KBA Architects Inc. 30.11. By si mg this contract, the Designer certifies under the penalties of perjury that the Designer is aware of the American with Disabilities Act which prohibits discrimination based upon disability and shall meet the standards applicable to the state under the American with Disabilities Act 42 USC 12101 et seq.; 28 CFR Part 35, as amended. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. THE TOWN /3a -7"0'J S��-k Divisio Department Head z4z Town Manager Date APPROVED AS TO FORM: 1/ 5 -7 own Counsel Date r THE DESIGNER Knight, Bagge & Anderson, Inc.._ Company Name l,i,�� 14hature .Kevin J.. Buckley. AIA. President Print Name & Title Federal Identification No.:.. 04-2554522. CERTIFICATION AS TO AVAILABILITY OF FUNDS: { Q Town A untant Date Agreement for Designer's Services by and between Town of North Andover Page 20 of 22 and KBA Architects Inc. APPENDIX A MASSACHUSETTS REGISTERED PRINCIPAL OF FIRM RESPONSIBLE FOR THIS PROJECT IS: Daniel P. Bradford, AIA In accordance with M.G.L. Chapter 7C, Section 51, 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 Designer 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 the the pains andyenaltiesIsr perjury this day of , A 0 Designer ani Agreement for Designer's Services by and between Town of North Andover Page 21 of 22 and KBA Architects Inc. W. Schedule I Scope of Services Per proposal dated April 4, 2017: Schematic Design and Design Development Construction Documents Bidding Construction Administration and Project Close-out TOTAL $134,100.00 $ 201,150.00 $ 15,350.00 $ 89,400.00 $ 440,000.00 Agreement for Designer's Services by and between Town of North Andover Page 22 of 22 and KBA Architects Inc. CERTIFICATE OF VOTE At a duly authorized meeting the Board of Directors of the Ifni t, Bagge & Anderson, Inc. held on 12/9/10 it was VOTED, THAT Kevin J. Buckley, AIA President (Name) (Officer) of Kni t, Bagge & Anderson, Inc. be and hereby is authorized to execute contracts and bonds in the name and on behalf of said Kni rt, Bagge & Anderson, Inc., and affix its corporate seal hereto; and such execution of any contract or obligation in the name of Knight, Bagge & Anderson, Inc., on its behalf by such officer under seal of Knight, Bagge & Anderson, Inc., shall be valid and binding upon Knight, Bagge & Anderson, Inc. I hereby certify that I am the clerk of the above named Knight, Bagge & Anderson, Inc., and that Kevin J. Buckley AIA is the duly elected officer as above of said Kni t, Bagge & Anderson, Inc., and that the above vote has not been amended or rescinded and remains in full force and effect as the date of this contract. 1 Date) Certification of the Corporate Clerk 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 Kevin J. Buckley, AIA, President Print Name & Title Date Mav 3, 2017 Knight, Baage & Anderson, Inc., Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I Kevin J. Buckley, AIA, authorized signatory for Knight, Bagge & Anderson,,_ 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. 1-14; e�rw /K May 3, 2017 Sign a Date A� �® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 4/28/2017 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 Burgin, Platner, Hurley Insurance 14 Franklin St. Quincy MA 02169 CONTACT Paula M.COCch1 CIC AAI NAME: � AIC NW3:(617)691-2637 AXNo: (617)773-9626 E-MAIL :pc@bphins.com ADDRESSc@b hins.com INSURERS AFFORDING COVERAGE NAIC # INSURERA:American Casualt ✓ elC1�lJ7 INSURED Knight, Bagge & Anderson, Inc. 6 13th Street Charlestown MA 02129 INSURER B:TranS ortation Insurance / 20494 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2017-18 Master 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. INSRTYpE LTR OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMBS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A CLAIMS -MADE 17X OCCUR A Al TOR PREM SES Ea occurrence $ 300,000 X Y 1030705887 1/1/2017 1/1/2018 MED EXP (Any one person) $ 10,000 PERSONAL& ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY FI PRO4,000,000 JECT LOC PRODUCTS -COMP/OPAGG $ Employee Benefits I $ 2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ___ BODILY INJURY (Per person) $ B X ANY AUTO ALL OS SCHEDULED AUTOS AUTOS 82099535608 10/7/2016 10/7/2017 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident NON -OWNED HIRED AUTOS AUTOS limit I $ I X UMBRELLA LIAB X OCCUR EACH OCCURRENCE j $ 5,000,000 AGGREGATE $ 5,000,000 B EXCESS LIAB CLAIMS -MADE DED I I RETENTION$ 1 $ X Y B2048341651 1/1/2017 1/1/2018 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERfEXECUTIVE Y / N (Mandatory In NH) EXCLUDED? N / A WC271683936 1/1/2017 1/1/2018 O X STATUTE J ERH 1 E.L. EACH ACCIDENT ( $ 1,000,000 E.L. DISEASE - EA EMPLOYEE', $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below i E.L. DISEASE - POLICY LIMIT 1 $ 1,000,000 Limit DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) OPERATIONS USUAL TO THE INSURED Certificate Holder is included as additional insured with respect to General Liability as required by written & signed contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town Of North Andover THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn : Andrew Maylor, Town Manager ACCORDANCE WITH THE POLICY PROVISIONS. 120 Main Street No. Andover, MA 01845 AUTHORIZED REPRESENTATIVE K Besse, CIC CISR CPI ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD P0FPtrd§t'ed with pdfFactory trial version www.pdffactory.com GRAY GRAY&GRAY CERIIHED PUBLIC ACCOUNTANISIAIJVISORS BEYOND THE NUMBER) May 1, 2017 Raymond T. Santilli Assistant Town Manager Town of North Andover 120 Main Street North Andover, MA 01845 Dear Mr. Santilli: Please be advised that we have reviewed the Statement of Internal Accounting Controls prepared by KBA 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 evaluation 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 reviewed financial statements. Sincerely, ��'�► �� ���� SGA 150 ROYALE STREET, SUITE 102 1 CANTON, MA 02021 J TEL 781.407.03 I FAX: 761.407.0303 i www_gggcpas_ccrn GRAY GRAY&GRAY" CERIMED PUBLIC ACCCOUNTANISIADVISORS 11 YONE) THE NUMBER'S May 1, 2017 Raymond T. Santilli Assistant Town Manager Town of North Andover 120 Main Street North Andover, MA 01845 Dear Mr. Santilli: Please be advised that we have reviewed the Statement of Internal Accounting Controls prepared by KBA 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 evaluation 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 reviewed financial statements. Sincerely, fttAf , AW# 9-A*,0, ZL A 150 ROYALL STREET, SLi1TE 102 1 CANTON, MA 02021 1 TEL 781.407.030D I FAX: 781.407.0-303 1 w ww-gpycpas_ccrn