HomeMy WebLinkAboutContract #: 1239 - From: 07-01-2019 To: 06-30-2020 - Severin Intermediate Holdings - School TOWN OF NORTH ANDOVF
STANDARD SHORT FORM CONTRACT T DOCUMENT
CONTRAC:'T`NO. fi..............
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C:oniratcto-r Legal Name Town Depralment.Na a c;
ev rin Intermediate Holdings, LLC Information Technology
Contractor Add ss.: Mailing Addres&
150 Parkshore Drive Torn Hall
Folsom, CA 95630 120 Main Street
North Andover, MAC 01045
Contractor Vendor Ike:
10327
Contract Details
Dcwr ption of Scope(Attach�upport documentaLon)
E c in Date: 111 01 _ I'Lind Date; 613012020
Rate:$mm42,74I 4 8 m..__4.�k. Not to Exceed ed Amount:$42,7,48.88
Contract Signatures
Finance Director Contractor L7epartrnent Hea
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Approved as to the avad4ataihty rat' AGR FS TO plt.tr VIDF:'f"I..:y"E ATTACH ,ALL REi� Ik
a appropriations GOODS OR SERVICES AS D CUMEN't'S
INDICATED ACCORDANCE
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WITH THESE CONTRACT
DOC"t1Ml:°iNI"S AS I:EfMINE D IN
`tTIE NORTH ANDOV`E R
In the amount of STANDARD CONTRACT
GENFIAAL CONDITIONS
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TOWN oi�Nowni ANDOVER
STANDARD CONTRAcr GKNLRAL CONDITIONS'
Article I. Re_flnilionof'Ternis. The following terms in these Contract Documents shall be construed as follows:
I."Town"shall mean the'Town ol'North Andover,Massachusetts
2. "Contract,Agreement,and Contract Documents"shall include the Town's Standard Contract General
Conditions,the Invitation for Bids,Requests for Proposals or other solicitations,the contractors response including
Contract Certifications,and Applications excluding any language stricken by the Town as unacceptable and
including any negotiated statements of work contemplated by the solicitation,Technical Proposals,Contractor's
Price Proposals,Performance Bonds,which documents are incorporated herein by reference. Any conflict between
the Towns standard contract general conditions and time Contractor's bid proposal or any other submission will be
resolved in favor of the Town's standard contract general conditions which shall preempt all other submittals.
3."Contractor"shall mean time individual,partnership,corporation or other entity to which this Contract is
awarded.
Article 11.Performance: Time Contractor shall provide time services to undertake and perform all appropriate tasks
described in tile Contract Documents. The Contractor shall upon written request remove from Town premises or
work sites and replace all individuals in the Contractor's employ whom the Town determines to he disorderly,
careless or incompetent or to be employed in violation of the terms of this Contract. Performance under this
contract shall include services rendered,obligations due,costs incurred good and deliverable proved and accepted
by the Town. The Town shall have a reasonable opportunity to inspect all goods and delivers,services performed
by and work product orthe Contractor and accept or reject such goods,deliverable,services or work product,
Article Ill.JLanq oLPerJgLW11KL..The Contractor shall commence work immediately upon execution of this
Agreement. If the Contractor fails to work at a reasonable speed or stops work altogether without due cause,as
determined by the Town,the Town may give notice in writing to proceed with the work 01'to carry on more
speedily. Three days after presentation of the notice if the work is net proceeding to the satisfaction offfic Town,
the Contractor shall be considered in default in the performance orthe Contract. This Agreement may be extended
or renewed upon agreement of the parties and only upon execution of written agreement.
ArticlelV. Revisions in the Work to be Performed- If the Town require.;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,tile Contractor shall notify the Town ofassociated cosv in writing. The Contractor shall make
the necessary changes only upon receipt of a written acceptance,of the costs and a written request from Town. The
Contractor shall not be compensated for any services involved in preparing changes that are required for additional
work that should have been anticipated by Contractor in preparation of the bid documents as reasonable determined
by the Town.
Article V. 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,or on a periodic basis.
Article VI. !Qw_nershiD and Confidenliality of Material,Work Products: ; All information,data,reports,
studies,designs,drawings,specifications,materials,computer programs,documents,models,inventions,equipment,
and any other documentation,product of tangible materials to the extent authored or prepared pursuant to this
Contract(collectively,the*Materials"),shall be the property of time Town. All Contractor proprietary rights shall be
detailed in the Contract Documents. At the completion or termination of this Contract copies of all original
Materials shall be promptly turned over to time Town,Once thcTown has paid for a particular Material,ownership
vcs s in Town and the Contractor must provide such Materials to Town within ten(10)business days of the Town's
request for the same without cost to the Town, The Town may use the Materials with respect to construction,
maintenLurIce,repair,alteration,expansion,modification and reconstruction of the Project at any time and from time
to time, The Town may use the MaterWs produced,generated or compiled by tile Contractor for another project,
provided the Contractor shall not be responsible for changes made to the drawings,plans,or specifications without
the Contractor's authorization,nor for the Town's use of the drawings,plans or specifications on another prcjecL
The'Fown agrees,to the extent permitted by law,to hold the Contractor harmless from any claims,losses arising out
of any use or changes to the Materials by time Town or its representatives during any other construction not a part of
this contract, The Contractor shall not use such materials for any purposes other than the purpose of this Contract
These Standard Contract General Conditions apply to contracts procured pursuant to M.G.L.c.30B or for exempt
;food and services.
wilhoat prior written consent of the Town,
ArticleVill, RgIggisetid"Town: The Contractor agrees that acceptance of what the Town tenders as the final
payment for 11 n:al services under this Agreement shall be deemed to release or the Town forever from all claims,
demands,and liabilities arising from,out of,or in arty way connected with this Agreement. The Contractor shall
execute a release ifasked to by the Town,
ArlicleV111. Indernmiricalion: The Contractor shall indemnify,defend and hold harmless the Town and all of its
officers,agents and employees,with counsel acceptable to the Town,from all suits,claims,demands,losses and
liabilities brought against them or based upon or arising out of any act or omission of the Contractor,its agents,
officers,employees,or subcontractors in any way connected to this Agreement, 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 shall
hold the Town harmless for any injuries,damages or losses,incurred by its employees while working on this project.
The Contractor's agreement to indemnify the Town shall not be deemed to be released,waived or modified in any
respect by reason of any surety or insurance provided by the Contractor under the Agreement,
Article JX. 1g1ML&gM The Contractor shall secure and maintain insurance adequate to meet its obligations
hereunder and shall provide the Town with certification of such.The Contractor shall at its own expense maintain
motor vehicle liability insurance policies,workers compensation,and general liability coverage. For Contracts for
professional services,the Contractor shall carry professional liability or Errors and Omissions liability insurance
with a minimum limit,ofSl 000,000.00 per occurrence,$2,000,000.00 aggregate with a maximum deductible of'
$25,000.00,
Article X.Als&n men f- The Contractor shall not assign,transfer,delegate or subcontract any interest in this
Agreement without the prior written consent o f the Town.
Article X1. Relationship with the Town., All services to be performed under the terms of this,contract will be
rendered by the:Contractor as an independent Contractor. None of the terms of this contract shall create a principle-
agent,master-servant or employer-employee relationship between the Town and the Contractor. 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 i a any man ner to any such employee.
Article X11.Compliance with Laws and Contractors Resvonsibilities: The Contractor certifies that it and its
subcontractors has complied with;all applicable laws and is eligible to work in the Commonwealth of Massachusetts
and that it is incompliance with Federal and State Tax laws. The Contractor shall 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
form employees placed by anon behalf of the contractor,stale 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, If applicable,as determined by the Massachusetts Department of Labor
Standards,the Contractor shall comply with the Massachusetts Prevailing Wage an shall cause its subcontractors to
comply with M.6,L,c. 149,s,2713,which requires that a true and accurate record be keptof all person employed on
a project for which the prevailing wage rates are requires. The Contractor shall and shall cause its subcontractors to
submit weekly copies or their weekly payroll records to the City,the extent the Prevailing Wage is applicable.
If an employer,the Contractor certifies compliance with applicable state and federal employment laws and
regulations,including but not limited to minimum wages and prevailing wages programs and payments,
unemployment insurance and contributions,workers compensation and insurance,child labor laws,human
trafficking, fair labor practices,civil rights laws,non-discrim i nation laws and any and all other applicable laws,
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 material-,contracted by it,if any,and for the rental of any office space,equipment or
machinery hired by it,if any, for and on account for the services to be perfornied hereunder. The Contractor shall
not take any action that causes any public official to be in violation of the Stale Ethics Law,M.G.L.c.268A. The
Contractor certifies that it and its subcontractors are not currently debarred or suspended by the U.S.government,
the Commonwealth or any of its subdivisions,and that it nor any of its subcontractors have been subject to a federal
or state criminal or civil judgement,administrative citation,order for violation of M.G.L.c. 149,s. 151 or the Fair
Labor Standards Act within three years prior to the date of the contract. The Contractor certifies that it has not
declared bankruptcy,
Article X111. even@hilij!g- In[lie event ally provision of this Agreement is found by a court of appropriate
jurisdiction to be unlawful or invalid,the remainder of the Agreement shall remain and continue in full force and
effect.
Article XIV. Termination or AErremeflt- The Town may terminate this Agreement upon immediate written
notice should the Contractor fail to perform substantially in accordance with(lie terms orthe Agreement with no
fault attributable to the other. In the event of a failure to materially perform by the Contractor the notice of such
breach shall be accompanied by the nature of the failure,and the Town shall set a date at least 10 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 Agra aient. The To wit may terminate this agreement without
cause at any time,effective seven days beyond a termination date stated in a written notice oftermination. Ili the
event of termination,The Contractor shall be compensated for work product and services performed prior to the date
of termination. In no event shall the Contractor be entitled payment for any services performed after the effective
date of termination,and under no circumstances shall thu total price exceed the contract price.
Article V. Governine Law and Jurisdiction. This Agreement shall be governed by the laws orthe
Commonwealth of Massachusetts. Any actions arisingOL11 of this contract shall be brought in a mate or federal court
in the County of Essex.Commonwealth of Massachusetts,which shall have exclusive jurisdiction thereof.
f
Invoice
F`VwerSc Date 06/30/2019 hool
Invoice# INV1811805
Terms Net 30
Due Date 07/30/2019
EJN# 47-4429364
Customer ID 10003460
Bill To Ship To
Accounts Payable Accounts Payable
North Andover Public Schools North Andover Public Schools
566 Maiin Street 566 Main Street
North Andover MA 01845 North Andover Massachusetts 1845
United States United States
PO# Quote# SaleslRenewal Rep
Q-1 79780 William C Maxon
Product Description sty Unit Tax Unit Price Extended Price
HS-PS-S-PSSL: PowerSchool SIS Hosting SSL 1 Each 0% 412,00 $412.00
Certificate
Invoice Period:07/01/2019-06/30/2020
MS-PS-S-PSMSR: PowerSchool SIS Maintenance& 4,900 Students 0% 5.36 $26,264.00
Support
Invoice Period:07/01/2019-06/3012020
HS-PS-S,-PSH:PowerSchool SIS Hosting 4,900 Students 0% 3.28 $16,072,00
Invoice Period.-0,7/01/2019-06/30/2020
Subtotal Tax Total Total(USD)
$42,748,00 $0.00 $42, 48.00
Amt.Due(USD)
$42,748.00
To pay by credit card,please click on this link:
h1t0S://aDD,S1Jit nC io/Davments/,,j"LlWqQ-tAYm-Q.miDiUkus—tLo-v-c 4d7(728
Thank you for your business
Remit by Check(US Mail Only): Remit by Check(Courier): Remit by Wire or ACK Customer Service:
PowerSchool Group LLC Wells Fargo Lockbox Services Weft Fargo Bank,NA ar@pavversctiool.com
PO Box 398408 Dept#38408 Account Name:PowerSchool Group LLC 888-265-7641(Toff-Free)
San Francisco,CA 94139-840 3440 Walnut Ave,Bldg A,Window H ABA Routing No:121000248 916-288-1588(Fax)
Fremont,CA 94538 Account No:4633847017 SWIFT:WFBIUS6S
(Include invoice number in transmission)
Thus is your annual support/subscription/hosting renewal.To avoid cancellation of your phone support,product updates or hosted products,please
work with your Director of Technoiogy or appropriate business person to a prove a purchase order and payment for this annual recurring invoice.If
this support is not used,please FAX a written cancellation to 916-288-158Tor renewals@powerschool.com.If we don't receive your cancellation 30
days before the start Of Your new term,your support/subscription/hosting will automatically renew,
Licensee shall be subject to a monthly charge of 1.5%on all amounts not paid when due(18%annually),or,if a lower maximum rate is established by
law,then such lower maximum rate.
1 of 1
DETERMINATION ORVENDOR AS A SOLE SOURCE
TO. Lyne Savage, Acting Town Manager Date: _71-23119
I have investigated alternative sources for obtaining the goods/services)specifically described as:
Annual Licensing, hosting, support and maintenance for PowerSchoof Student Information Software
I have determined that no practicable alternative vendor exists for the above described
goods/services after making the following investigation:
NAPS has used PowerSchool for many years as their Student Information System,Se'verin
Intermediate Holdings, LLC dba PowerSchool Group LLC is the only vendor able to sell, support and
host this software which is currently deployed and uses by NAPS.
Therefore, I am requesting that a contract/purchase order in the amount of$42,748,00 be
awarded to Severin Intermediate Holdings, LLC dba Power School Group for the goods/services)
described
Division Director/Department Head
Approved:
Lyne Savage, Acting Town anager
r , PowerSchool
Power cllool Group L.L.0
10911 Mfite Rock Rd.,'Ste.200
Rancho Cordova,CA 95670
October 15,2015
:e: PowerSchool Group L.L,C Sole Source A i_..:_at o
TO WHOM IT MAY CONCERN:
The purpose of this letter is to inform you that PowerSchool Group LL,C and its affiliate companies
(collectively, "PowerSchool") are the sole source from which your school, school district or ether
educational institution may purchase the PowerSchool software and accompanying support,including fixes
and enhancements. Also, any services provided using the PowerSchool software including, without
li `tation,hosting services for the PowerSchool product are only available through PowerSchool,
Siva elyr
Mat tldc aneyr a
Chief financial Officer