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HomeMy WebLinkAboutContract #: 1012 - From: 09-25-2017 To: - Cashman & Katz LLC - Town of North AndoverCONTRACT FOR SERVICES BY AND BETWEEN THE TOWN OF NORTH ANDOVER AND OCTAGON STRATEGY GROUP This agreement is made and entered into by and between the Town of North Andover ("Town"), with its principal office at 120 Main Street, North Andover, MA 01845, and OCTAGON STRATEGY GROUP ("CONTRACTOR"), with its principal office at 50 Milk Street, 16th Floor Boston, MA 02109. Witness that the parties have AGREED as follows: Article I Description and Scope of the Work i. The Contractor shall provide the services to undertake and perform all appropriate tasks to provide services necessary to develop a written proposal in response to Amazon HQ2 RFP; develop and implement a public relations and public affairs strategy in support of said proposal; and develop video other related work products as described in the Scope of Work in the attached "Proposal for North Andover — RFP Response for Amazon HQ2". Contractor's Price and Technical Proposals; and Scope of Work Detail attached and incorporated herein and referred to as the "Contract Documents". The Contractor shall report, and be responsible, to the Town or its designee as set forth in the Contract Documents. 2. The Contractor agrees to be responsible for and warranty the work of its subcontractors listed in the Contract Documents and to ensure their compliance with all applicable legal, quality and performance requirements of the Contract Documents. The Contractor may not use subcontractors not named in the Contract Documents without the prior written consent of Town, which will not unreasonably be withheld. The Contractor agrees to pay all debts for labor and/or services and materials contracted by it, if any, and for the rental of any office space, equipment ar machinery hired by it, if any, for and on account for the services to be performed hereunder. The Contractor shall have no capacity to bind the Town in any contract nor to incur liability on the part of the Town and if the Contractor employs or proposes to employ any person during the term of this contract, the employment or proposal shall not obligate the Town in any manner to any such employee. s, The Contractor agrees that it shall be solely responsible for the conduct health and safety of its employees during the term of this contract and sball hold the Town harmless for any injuries, damages or losses incurred by its employees while working on this project. 4. The Contractor agrees that during the performance of this contract it will not discriminate against any employee, or applicant for employment because of race, age, color, religious creed sexual orientation or identification, handicap, ancestry, sex or national origin. The Contactor will in all solicitations or advertisement for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive equal consideration for employment without regard to race, age, color, religious creed, sexual orientation or identification, handicap, ancestry sex or national origin. Article II Time of Performance 5. The Contractor shall commence work immediately upon execution of this Agreement. Time shall be of the essence in relation to Contractor's performance under this Agreement. Reasonable extensions shall be granted at the written request of the Contractor provided the justifying circumstances are documented by and are beyond the reasonable control of the Contractor and without fault of Contractor. In the event of such an extension, all other terms and conditions of this Agreement, except the dates of commencement and completion of performance, shall remain in full force and effect between the parties unless modified in writing. Article III Revisions in the Work to be Performed s. If during the term of this Ab eement, the Town requires revisions or other changes to be made in the scope or character of the work to be performed, the Town will promptly notify Contractor. For any changes to the scope of work, the Contractor shall notify the Town of associated costs in writing. The Contractor shall snake the necessary changes only upon receipt of a written acceptance of the costs and a written request from Town. fi. The Town will neither unreasonably request revisions nor unreasonably withhold final acceptance of work by Contractor. Any revisions or changes requested by the Town will not unreasonably depart from the current understanding of the nature and scope of the work to be performed. Article IV Payment for Services S. Subject to appropriation, the Town's total payment to the Contractor under this Agreement shall not exceed $45,000 unless otherwise authorized in writing pursuant to paragraph five (5). This amount shall include any and all expenses and costs incurred by the Contractor in performing the work. s. The Town shall make payment to the Contractor as on the schedule and based on the milestones and deliverables set forth in the Contract Documents. Article V Ownership and Confidentiality of Material, Work Products xo. The Contractor shall afford the Town unlimited access to any work product, including but not limited to all work papers, data, reports, questionnaires and other material prepared, produced or collected by the Contractor under this Agreement. i r.. The Town reseives a royalty -free, nonexclusive, and irrevocable right to reproduce, publish, and otherwise use, and authorize others to use, the copyright in any work developed under this agreement, and any rights of copyright acquired with funds provided under this Agreement. Any material produced under this contract shall not be subject to copyright except by Town. 1!z. The Town shall have both unlimited rights to any data first produced or delivered under this Agreement. is. Upon completion of this project or termination for or without cause, the Contractor shall turnover, surrender, deliver or return any Town original or executed duplicates of all documents, models, tools, plans or items or other finished work product whatsoever belonging to or supplied by Town. It is understood that upon delivery to the Town such documents or instruments become the property of the Town for its use without restriction. All services including reports, opinions and information to be fiirnished under this contract are confidential and shall not be divulged in whole or part to any person other than duly authorized representative of the Town. Article VI Release of Town 14. in consideration of the execution of this Agreement by Town, the Contractor agrees that simultaneously with the acceptance of what the Town tenders as the final payment under this Agreement, the Contractor will execute, and deliver a release of the Town from all claims, demands, and liabilities arising from, growing out of, or in any way connected with this Agreement. It is agreed that the person who, in fact, executes and delivers said release, shall be authorized and empowered to execute and deliver the same on behalf of Contractor. Article VI Indemnification 15. The Contractor shall indemnify, defend and hold harmless the Town and all of its officers, agents and employees, against all suits, claims, demands and liabilities of every name and nature, both at law and in equity, based upon or arising out of any action taken by the Contractor in its performance of this agreement or upon the Contractor's failure to comply with the terms of this Agreement in the performance of its work, whether by it, its employees, or its Sub -Contractors. Article VIII Insurance is. The Contractor shall secure, and maintain hereunder hall provide he Town with Agreement insurance adequate to meet its obligations certification of such, if requested. Article IX Assignment 17. The parties shall not assign nor transfer their respective interests in this Agreement, in part or in whole, without the prior written consent of the other. Article X Severabili ion is. In the event any provision of this Agreemo£�h� A ���e�� hall remaincourt of randlate con roue infull to be unlawful or invalid, the remainder force and effect. Article XI Termination of Aereement 19. The Town may terminate this nt upon immediate written� tice should h Contractor fail to perform substantially in accordance with the tenof the Agreement with no fault attributable to the other. 20. in the event of a failure to materially performfailure, b nd the Town shall set a date at east 0 r the notice of such breach shall be accompanied by the nature o days later by which Contractor shall cure the failure. If the Contractor fails to cure within the time as may be required by the notice, the Town may at its option, terminate the Agreement. i. Notwithstanding any language to the contrary within this Agreement, the Town may terminate this agreement without cause at any time, effective seven days beyond a termination date stated in a sate for wok productation. In and services performed prie event of or to the date Contractor shall be comnation, the pensated p of termination. In no event shall the Contractor be entitled payment for any services performed after the effective date of termination, and referenced in paragraph under no �ve (5}.ces Il the total price paid under the contract exceed t Article XII Com liance withConflict of Interest Laws 22. The Contractor warrants and e Contactor who has parto the ticipated pated m the preparation Or negotiation that, to the best of its knowledge, no officer or employee of th , nor such of this Agreement, or who will participate en b otin tabor sisters, partneecution of r, anbusiness organization employee's spouse, parents, children, in which he or she is serving as officer, director, trustee, partner or employee, nor any person with whom he or she is negotiating or has any arrangement concerning prospective employment, has a financial interest in this Agreement, except as permitted under Massachusetts General Laws, Chapter Two Hundred Sixty -Eight A, Section Six. The Contractor finther warrants and represents to the Town that, to the best of its knowledge, no employee of the Contractor has a financial interest, either directly or indirectly, in the Agreement except as permitted under Massachusetts General Laws, Chapter Two Hundred Sixty -Eight A, Section Seven. Article XIII Governine Law and Jurisdiction 2s. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts. Both parties agree to submit their respective jurisdiction and venue to the state and federal courts in the County of Essex, Commonwealth of Massachusetts to resolve any disputes or disagreements that may arise under any provision of this Agreement. Article XIV Complete Aereement 24. This Agreement, and the Exhibits attached hereto and incorporated herein constitute a total agreement of the parties and supersede all prior agreements and understandings between the parties, and may not be changed unless agreed upon in writing by both parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers on the date written below. For the Town of N rth Andover X Na -me: Title: For Name:a�/ Title: Date: Date: octacon MEMO TO: The Town of North Andover FROM: Stacey Monahan, Group Managing Director Octagon Strategy Group CC: Tony Cashman, Lorraine Dupont, and Eric Kfoury DATE: Tuesday September 26, 2017 RE: Cashman + Katz and Octagon Strategy Group W-9 For the purposes of the Town of North Andover Amazon RFP Development and Public Relations Scope -of Work, please accept the W-9 form from Cashman + Katz, which also covers our Octagon Strategy Group operating company. Payments for this project can be made out to Octagon Strategy Group or Cashman + Katz LLC. Thank You, Lorraine Dupont Business Manager 76 Eastern Blvd. Glastonbury, CT 06033 $6o.652.0300 I octagonstrategy.com For, "9 Request for Taxpayer Give Form to the (Rev December 2014) identification Number and Certification requester. no not send to the 1Ri3, t[ut�enmalfievaxr�Tsamdoa 1 Name (as shown on your income tax return), Mame Is requIrad on this line; do not leave this line blank. Cashman & Katx LLC 2 Business name/dlsregardedentilyname, if differonl from above m a 3 Check appropriate box for federal tax ctassiimgllon; check only one of the follow`ng seven boxes: a txempttons (nodes apply only to �83), �doals; sea ❑ frdfvfdualisole proprfefor or © C Co(poral)on ❑ S Corporation ❑ Partnership ❑ Trustrestate Instructions on page singla-momborLLo ❑✓ Limited IlabW company. Enter the tax classftation ((;=C corporation, S=S corporation, P=partnershlp)> Fxempt payeocodo(it any) rj (Moles For asingle-member ILC that is disregarded, do not chock LLC; check the appropriato boxrn the Ill;;ve for Exemption from i:ATGA reporting ++ the tax classification of the single -member owner. code (if any) IL — ❑ other (Sao Instrucllons)f aroa000vasiu;+,aea«e�a+da3usr 6 Address (number, street, and apt. or suite no.) Requester's name and address (optlonaQ ¢ 76'Eastarn Blvd 0 City, stale, and ZIP coda Glastonbury, CT 06433 7 List account numbers) hero (opflorA IMM Taxpayer Identification Number (TIN) Enteryour TIN In ilia appropriate box. The TIN provided must match the name given online 1 to avold I Social security number FM TE ~lam backup alien, s withholding, Ebr individuals, this is dgenerallyorality, your social security number (page however; fora resident ellen, sole prapriator, or disregarded entity, see the Part I instrucitans on page 3. For other Rnlmtl,n It In wwr amnfnvar Identification number ON1. If you do not have a number. see Now to pet a 77M on page S. or Note, if the account is In more than one name, see the Instructions for tine i and the chart on page 4 for I Fmployer Identification number guidelines on whoso number to enter. F 101 F6 1— 1 1 8 6 t) 8 1 3 Under penalties of parjury, I certify that: The number shown on this form Is my correct taxpayer Identification number (or 1 am walling for a number to be issued to me); and 2, l am not subject to backup withholding because; (a) I am exempt from backup withholding, or (b) I have [lot been nolified 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 (o) Iho IRS has nolified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (deRned below); and 4. The FATGA code(s) entered on this form (f any) indicating that 1 am exempt from FATCA reporting is correct. celiNfoation Instructions. You must cross out Item 2 above if you have been nolified by the IRS that you are currently subject to backup withholding because you have failed to report all Interest and dividends on your tax return. For real estateiransaotions, kern 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement QRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the Instructions an page % Stgna Here (U3 person)� pato P. A �� f / General Instructions . Won references are to the internal Revenue Code Wass otherwise noted. Future developments. information about developments affecting Farm W -B (such asfegistallon enactedafferwe release It) fsat nWVW.trs.gaw/f+v9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an lnfofmallon retumyAh the IRS must obtain yourcorrect taxpayer [dentification number(11N) which may be your social security number ($$Ih, individual taxpayer tdentif ation number OTIM, adoption taxpayer Identification number (AT", or employer Identiticatfon number (F IQ to report on an information retupr the amount paid to you, or other amount reportable on an information return. Examples of information returns Include, but are not limited to, the following: • Form 1093-INr(Interest earned or paid) • Form 1099.01V (dividends, fncludina those from stooks or mutual funds) • Form 1099•MISO (various types of Incomo, prizes, awards, prgross proceeds) • Form 1099.8 (stock or mutual fund salasend certain other transact tons by brokers) Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third panty network tfNmsactians) • Form 1098 (home mortgage interest}, 1098-E (student loan Interest), 1098-T Wiffon) • Fomm 1099-C (canceled debt} • Form 1099•A (aequfsidon orahandonmenl of secured property) Use Form W-9 only If you are a U.S. person (o adding a resident ellen), to provide yourcorrect TIN. ffyou do not Mum Form W-9 to the reguesfer wlrh a71M, you mfght be subject to backup wflhholding. See Mal is backup ofthofding?an page 2. By signing the filled -out form, you: 1. Certify that ihoTiN you are 9Mng Is correct (or you aro wailing fora number to be Issued}, 2. Certify that you are no) subject to backup withholding, or 3, Claim exemption from backup wAhholdIng if you are a U.S. exempt payee. If applicable, you ere pilo q"Vw that as a U.S person, your allocable share of anypartnership Income from a U.S. trade or business Is not subject to the withholding taxon foreign partners' share of effectively connected Income, and 4. Certify that FATCA code(s) entered on this form (d an)) indicating that you are exempt from the FATCA reporting. is correct. Bea Meta FAMArepoMng? on page 2 for further information. Cat. No. 102331X Form W-0 (Rev, 12-2014)