HomeMy WebLinkAboutContract #: 1371 - From: 10-16-2020 To: 10-15-2021 - Woodard & Curran - DPW TOWN OF NORTH ANDOVER
CONTRACT FOR PROFESSIONAL ENGINEERING SERVICES
CONTRACT # 1?9�
DATE:
This Contract is entered into on, or as of,this date by and between the Town of North
Andover(the "Town"), and
Contractor: Woodard& Curran
Address: 33 Broad Street
One Weybossett Hill 71h Floor
Providence, RI 02903
Telephone Number: 401-427-1326
Email: kcarlson@woodardcurran.com
1. This is a Contract for the procurement of the following:
Provide engineering services related to the development of a Sewer Collection System
Operation and Maintenance Plan (O&M Plan) in accordance with part 1 Paragraph C.5 of
the NPDES Permit No. MA0100447 for the Greater Lawrence Sanitary District (GLSD),in
accordance with the Scope of Services and Budget dated October 14, 2020 (see attached).
2. The Contract price to be paid to the Contractor by the Town of North Andover is:
In accordance with the Scope of Services and Budget dated October 14, 2020, on a percent
complete basis for the services performed, not to exceed $35,000.
3. Payment will be made as follows:
Upon completion of services and receipt of invoice, (net 30 days).
(Rev 2019)Contract by and between the Town of North Andover and Woodard&Curran Page 1
4. Definitions:
4.1 Acceptance: All Contracts require proper acceptance of the described
deliverables or services by the Town of North Andover. Proper acceptance shall be
understood to include inspection of deliverables and certification of acceptable
performance for services by authorized representatives of the Town to insure that the
deliverables or services are complete and are as specified in the Contract.
4.2 Contract Documents: All documents relative to the Contract including(where used)
Instructions to Bidders, Proposal Form, General Conditions, Supplementary General
Conditions,General Specifications,Other Specifications included in Project Manual,
Drawings, Request for Qualifications, Scope of Services, and all Addenda. The
Contract documents are complementary, and what is called for by any one shall be as
binding as if called for by all. The intention of this Contract is to include all labor
and materials, equipment and transportation necessary for the proper performance of
the Contract.
4.3 The Contractor: The"other party"to any Contract with the Town. This term shall
(as the sense and particular Contract so require) include Vendor, Contractor,
Engineer, or other label used to identify the other party in the particular Contract.
Use of the term"Contractor"shall be understood to refer to any other such label used.
4.4 Date of Substantial Performance: The date when the work is sufficiently complete,
the services are performed, or the goods delivered, in accordance with Contract
documents, as modified by approved Amendments and Change Orders.
4.5 Goods: Goods, Supplies,Materials or other Deliverables.
4.6 SubContractor: Those having a direct Contract with the Contractor. The term
includes one who furnished material worked to a special design according to the
Drawings or Specifications of this work, but does not include one who merely
furnishes material not so worked.
4.7 Work: The services or materials contracted for, or both.
4.8 Services: Shall mean furnishing of labor, time, or effort by the Contractor. This term shall
not include employment agreements,collective bargaining agreements,or grant agreements.
4.9 Standard of Care: Contractor's services shall be performed in accordance with the
generally accepted professional standard of care ordinarily used by design
professionals performing similar scope of services in the same geographic area on
projects of similar size and complexity.
5. Term of Contract and Time for Performance:
This Contract shall be fully performed by the Contractor in accordance with the provisions
of the Contract Documents on or before October 15, 2021, unless extended pursuant to a
provision for extension contained in the Contract documents at the sole discretion of the
(Rev 2019)Contract by and between the Town of North Andover and Woodard&Curran Page 2
Town, and not subject to assent by the Contractor, and subject to the availability and
appropriation of funds as certified by the Town Accountant. The time limits stated in the
Contract documents are of the essence of the Contract.
6. Subject to Appropriation:
Notwithstanding anything in the Contract documents to the contrary, any and all payments
which the Town is required to make under this Contract shall be subject to appropriation or
other availability of funds as certified by the Town Accountant. In the absence of
appropriation, this Contract shall be immediately terminated without liability for damages,
penalties or other charges.
7. Permits and Approvals:
Permits, Licenses, Approvals and all other legal or administrative prerequisites to its
performance of the Contract shall be secured and paid for by the Contractor.
8. Termination:
a. Without Cause. The Town may terminate this Contract on seven(7) calendar days
notice when in the best interests of the Town by providing notice to the Contractor,which shall be
in writing and shall be deemed delivered and received when given in person to the Contractor, or
when received by fax, express mail, certified mail return receipt requested, regular mail postage
prepaid or delivered by any other appropriate method evidencing actual receipt by the Contractor.
Upon termination without cause, Contractor will be paid for services rendered to the date of
termination.
b. For Cause. If the Contractor is determined by the Town to be in default of any term
or condition of Contract, the Town may terminate this Contract on seven (7) days notice by
providing notice to the Contractor, which shall be in writing and shall be deemed delivered and
received when given in person to the Contractor, or when received by fax, express mail, certified
mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate
method evidencing actual receipt by the Contractor.
C. Default. The following shall constitute events of a default under the Contract:
1) any material misrepresentation made by the Contractor to the Town; 2)any failure
to perform any of its obligations under this Contract including, but not limited to
the following: (i) failure to commence performance of this Contract at the time
specified in this Contract due to a reason or circumstance within the Contractor's
reasonable control, (ii) failure to perform this Contract with sufficient personnel
and equipment or with sufficient material to ensure the completion of this Contract
within the specified time due to a reason or circumstance within the Contractor's
reasonable control, (iii) failure to perform this Contract in a manner reasonably
satisfactory to the Town, (iv) failure to promptly re-perform within a reasonable
time the services that were rejected by the Town as unsatisfactory, or erroneous,
(v) discontinuance of the services for reasons not beyond the Contractor's
reasonable control, (vi) failure to comply with a material term of this Contract,
(Rev 2019)Contract by and between the Town of North Andover and Woodard&Curran Page 3
including, but not limited to, the provision of insurance and non-discrimination,
(vii)any other acts specifically and expressly stated in this Contract as constituting
a basis for termination of this Contact, and (viii) failure to comply with any and
all requirements of federal and/or state law and/or regulations, and Town bylaw
and/or regulations.
9. The Contractor's Breach and the Town's Remedies:
Failure of the Contractor to comply with any of the terms or conditions of this Contract shall
be deemed a material breach of this Contract, and the Town of North Andover shall have all
the rights and remedies provided in the Contract documents, the right to cancel, terminate,
or suspend the Contract in whole or in part, the right to maintain any and all actions at law
or in equity or other proceedings with respect to a breach of this Contract,including damages
and specific performance, and the right to select among the remedies available to it by all of
the above.
From any sums due to the Contractor for services,the Town may keep the whole or any part
of the amount for expenses, losses and damages incurred by the Town as a consequence of
procuring services as a result of any failure, omission or mistake of the Contractor in
providing services as provided in this Contract.
10. Statutory Compliance:
a. This Contract will be construed and governed by the provisions of applicable
federal, state and local laws and regulations; and wherever any provision of the
Contract or Contract documents shall conflict with any provision or requirement of
federal, state or local law or regulation, then the provisions of law and regulation
shall control. Where applicable to the Contract,the provisions of General Laws are
incorporated by reference into this Contract, including, but not limited to, the
following:
General Laws Chapter 30B—Procurement of Goods and Services.
General Laws Chapter 30, Sec. 39, et seq: -Public Works Contracts.
General Laws Chapter 149, Section 44A, et seq: Public Buildings Contracts.
General Laws Chapter 7, Sections 38A '/Z - O: Designer Selection
b. Wherever applicable law mandates the inclusion of any term and provision into a
municipal contract, this Section shall be understood to import such term or
provision into this Contract. To whatever extent any provision of this Contract
shall be inconsistent with any law or regulation limiting the power or liability of
cities and Towns, such law or regulation shall control.
C. The Contractor shall give all notices and comply with all laws and regulations
bearing on the performance of the Contract. If the Contractor performs the Contract
in violation of any applicable law or regulation, the Contractor shall bear all costs
arising therefrom.
(Rev 2019)Contract by and between the Town of North Andover and Woodard&Curran Page 4
d. The Contractor shall keep itself fully informed of all existing and future State and
National Laws and Municipal By-laws and Regulations and of all orders and decrees
of any bodies or tribunals having jurisdiction in any manner affecting those engaged
or employed in the work, of the materials used in the work or in any way affecting
the conduct of the work. If any discrepancy or inconsistency is discovered in the
Drawings, Specifications or Contract for this work in violation of any such law, by-
law, regulation, order or decree, the Contractor shall forthwith report the same in
writing to the Town. It shall, at all times, itself observe and comply with all such
existing and future laws, by-laws, regulations, orders and decrees; and shall protect
and indemnify the Town of North Andover, and its duly appointed agents against
any claim or liability arising from or based on any violation whether by him or its
agents, employees or subcontractors of any such law, by-law, regulation or decree.
e. If changes in the law occur during the term of the contract which require a change
in the scope of services, the parties may negotiate an amendment to the Contract in
accordance with the provisions contained in Paragraph 27..
11. Conflict of Interest:
Both the Town and the Contractor acknowledge the provisions of the State Conflict of
Interest Law (General Laws Chapter 268A), and this Contract expressly prohibits any
activity which shall constitute a violation of that law. The Contractor shall be deemed to
have investigated the application of M.G.L. c. 268A to the performance of this Contract;
and by executing the Contract documents the Contractor certifies to the Town that neither
it nor its agents, employees, or subcontractors are thereby in violation of General Laws
Chapter 268A.
12. Certification of Tax Compliance
This Contract must include a certification of tax compliance by the Contractor,as required
by General Laws Chapter 62C, 49A (Requirement of Tax Compliance by All Contractors
Providing Goods, Services, or Real Estate Space to the Commonwealth or Subdivision).
13. Discrimination
The Contractor will carry out the obligations of this Contract in full compliance with all of
the requirements imposed by or pursuant to General Laws Chapter 151 B (Law Against
Discrimination) and any executive orders, rules, regulations, and requirements of the
Commonwealth of Massachusetts as they may from time to time be amended.
14. Assignment:
Assignment of this Contract is prohibited, unless and only to the extent that assignment is
provided for expressly in the Contract documents.
(Rev 2019)Contract by and between the Town of North Andover and Woodard&Curran Page 5
15. Condition of Enforceability Against the Town:
This Contract is only binding upon, and enforceable against, the Town if. (1)the Contract
is signed by the Town Manager or its designee; and (2) endorsed with approval by the
Town Accountant as to appropriation or availability of funds; and (3) endorsed with
approval by the Town Counsel as to form.
16. Corporate Contractor:
If the Contractor is a corporation, it shall endorse upon this Contract(or attach hereto) its
Clerk's Certificate certifying the corporate capacity and authority of the party signing this
Contract for the corporation. Such certificate shall be accompanied by a letter or other
instrument stating that such authority continues in full force and effect as of the date the
Contract is executed by the Contractor. This Contract shall not be enforceable against the
Town of North Andover unless and until the Contractor complies with this section.
The Contractor, if a foreign corporation, shall comply with the provisions of the General
Laws, Chapter 181, Sections 3 and 5, and any Acts and Amendments thereof, and in
addition thereto, relating to the appointment of the Commissioner of Corporations as its
attorney, shall file with the Commissioner of Corporations a Power of Attorney and duly
authenticated copies of its Charter or Certificate of Incorporation; and said Contractor shall
comply with all the laws of the Commonwealth.
17. Liability of Public Officials:
To the full extent permitted by law, no official, employee, agent or representative of the
Town of North Andover shall be individually or personally liable on any obligation of the
Town under this Contract.
18. Indemnification:
The Contractor shall indemnify, defend and save harmless the Town, the Town's officers,
agents and employees, from and against any and all damages, liabilities, actions, suits,
proceedings, claims, demands, losses, costs, expenses, recoveries and judgments of every
nature and description (including reasonable attorneys' fees) incurred by, brought or
recovered against them that may arise in whole or in part out of or in connection with the
services being performed or to be performed, and out of any negligent act or omission by
the Contractor,its employees, agents, subcontractors,material men, and anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable,
regardless of whether or not it is caused in part by any party indemnified hereunder. The
existence of insurance shall in no way limit the scope of the Contractor's indemnification
under this contract.
19. Documents, Materials, Etc.
Any materials, reports, information, data, etc. given to or prepared or assembled by the
Contractor under this Contract are to be kept confidential and shall not be made available
(Rev 2019)Contract by and between the Town of North Andover and Woodard&Curran Page 6
to any individual or organization by the Contractor(except agents, servants, or employees
of the Contractor) without the prior written approval of the Town, except as otherwise
required by law. The Contractor shall comply with the provisions 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 Contractor'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 Contractor agrees and hereby grants to the Town an
irrevocable royalty-free license to all such data which the Contractor may cover by
copyright and to all designs as to which it may assert any rights or establish any claim
under any patent or copyright laws. The Contractor shall not be responsible for changes
made in the documents by others without the Contractor'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.
20. Audit, Inspection and Recordkeeping
At any time during normal business hours, and as often as the Town may deem it
reasonably necessary,there shall be available in the office of the Contractor for the purpose
of audit,examination,and/or to make excerpts or transcript all records, contracts, invoices,
materials,payrolls,records of personnel, conditions of employment and other data relating
to all matters covered by this Agreement.
22. Payment
The Town agrees to make all reasonable efforts to pay to the Contractor the sum set forth
in the Contractor's bid or proposal within thirty(30)days of receipt of an invoice detailing
the work completed and acceptance from the Town of the work completed.
23. Waiver and Amendment
Amendments, or waivers of any additional term, condition, covenant, duty or obligation
contained in this Contract may be made only by written amendment executed by all
signatories to the original Agreement,prior to the effective date of the amendment.
To the extent allowed by law, any conditions, duties, and obligations contained in this
Contract may be waived only by written Agreement by both parties.
(Rev 2019)Contract by and between the Town of North Andover and Woodard&Curran Page 7
Forbearance or indulgence in any form or manner by a party shall not be construed as a
waiver, nor in any manner limit the legal or equitable remedies available to that party. No
waiver by either party of any default or breach shall constitute a waiver of any subsequent
default or breach of a similar or different matter.
24. Forum and Choice of Law
This Contract and any performance herein shall be governed by and be construed in
accordance with the laws of the Commonwealth of Massachusetts. Any and all
proceedings or actions relating to subject matter herein shall be brought and maintained in
the courts of the Commonwealth or the federal district court sitting in the Commonwealth,
which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to
limit any other legal rights of the parties.
25. Notices
Any notice permitted or required under the provisions of this Contract to be given or served
by either of the parties hereto upon the other party hereto shall be in writing and signed in
the name or on the behalf of the party giving or serving the same. Notice shall be deemed
to have been received at the time of actual service or three (3)business days after the date
of a certified or registered mailing properly addressed. Notice to the Contractor shall be
deemed sufficient if sent to the address set forth in the Contract and to the Town of North
Andover by being sent to the Town Manager, Town Hall, 120 main Street,North Andover,
Massachusetts 01845.
26. Binding on Successors:
This Contract shall be binding upon the Contractor, its assigns, transferees, and/or
successors in interest (and where not corporate,the heirs and estate of the Contractor).
27. Contract Amendments:
Any change in the scope of services or contract price shall be made only by a written
contract amendment executed by the Town and the Contractor.
28. Minimum Wage:
The Contractor will carry out the obligations of this Contract in full compliance with all of
the requirements imposed by or pursuant to General Laws Chapter 151, §1, et seq.
(Minimum Wage Law) and any executive orders, rules, regulations, and requirements of
the Commonwealth of Massachusetts as they may from time to time be amended.
29. Insurance:
Failure to provide and continue in force the following insurance during the period of this
Contract shall be deemed a material breach of this Contract, shall operate as an immediate
termination thereof, and Contractor shall indemnify the Town for all losses, claims, and
actions resulting from the failure to provide the insurance required by this Article. The
(Rev 2019)Contract by and between the Town of North Andover and Woodard&Curran Page 8
Contractor shall furnish to the Town evidence of such insurance prior to the execution of
this Contract before the same shall be binding on the parties thereto, except if specifically
waived by the Town.
a. The Contractor shall provide by insurance for the payment of compensation and the
furnishing of other benefits under Chapter 152 of the General Laws of Massachusetts
(The Worker's Compensation Act) to all employees of the Contractor who are subject
to the provisions of Chapter 152 of the General Laws of Massachusetts.
b. Broad Form commercial general liability insurance with limits of at least $1 Million per
occurrence and$2 Million aggregate,or such other amount as the Town may require,and which
shall cover bodily injury, death,or property damage arising out of the work.
c. Automobile Liability Insurance, including coverage for owned, hired or borrowed vehicles
with limits of at least $1 M each person/each occurrence or a combined single limit of $1
Million.
d. Professional liability insurance covering errors,omissions and acts of the Contractor or of any
person or business entity for whose performance the Contractor is legally liable arising out of
the performance of the contract. The total amount of such insurance shall at a minimum equal
one million dollars or such larger amounts as the Town may require for the applicable period
of limitations. The Contractor shall obtain such insurance coverage at its own expense and
provide certificates of insurance to the Town prior to the execution of the Contract.
e. The intent of the Contract provisions regarding insurance is to specify minimum coverage and
minimum limits of liability acceptable under the Contract. However, it shall be the
Contractor's responsibility to purchase and maintain insurance of such character and in such
amounts as will adequately protect it and the Town from and against all claims,damages,losses
and expenses resulting from exposure to any casualty liability in the performance of the work.
f. All required insurance shall be certified by a duly authorized representative of the insurers on
the "MIIA" or"ACORD" Certificate of Insurance form incorporated into and made a part of
this Agreement. Properly executed certificates signifying adequate coverage in effect for the
duration of the contract with renewal certificates issued not less than 30 days prior to expiration
of a policy period,must be submitted to the Town prior to commencement of this agreement.
g. The Town shall be named as an additional insured on the above- referenced liability policies
and the Contractor's insurance coverage shall be the primary coverage. The cost of such
insurance, including required endorsements or amendments, shall be the sole responsibility of
the Contractor.
30. Complete Contract:
This instrument,together with the other components of the contract documents,constitutes
the entire contract between the parties, with no agreements other than those incorporated
herein.
(Rev 2019)Contract by and between the Town of North Andover and Woodard&Curran Page 9
IN WITNESS WHEREOF the parties have hereto and to two other identical instruments set
forth their hands the day and year first above written.
THE TOWN THE CONTRACTOR
Woodard & Curran
Division/Depart Head Company Name
10115/2020
cyl
M „.
Town Manager Date Signature Date
Kenneth Carlson, Vice President
Print Name&Title
APPROVED AS TO FORM:
ltl--�
To n Counsel Date
17
C TIFICATION AS TO AVAILABILITY OF FUNDS:
7 l�
To ccountant bate
(Rev 2019)Contract by and between the Town of North Andover and Woodard&Curran Page 10
Woodard & Curran Scope of Services and Budget
Collection System O&M Plan
Dated October 14, 2020
Woodard &Curran
October 14,2020
Scope of Services and Budget
Collection System O&M Plan
Woodard&Curran will provide engineering services for the development of a Sewer Collection System Operations
and Maintenance Plan(0&M Plan)in accordance with Part 1 Paragraph C.5 of NPDES Permit No. MA0100447 for
the Greater Lawrence Sanitary District(GLSD)as follows:
SCOPE
1. Prepare a Collection System O&M Plan to include:
• Collection system management goals,staffing,information management and legal authorities,or
update thereto.
• A description of the collection system;overall condition; recent studies,designs and construction
activities;and a list of pump stations,or update thereto.
• A schedule for the development and implementation of the 0&M Plan or update thereto.
• A preventative maintenance and monitoring program.
• A staffing program to properly operate and maintain the collection system including position
descriptions and responsibilities.
• A description of funding to include the source(s)of funding and provisions for funding
implementation of the plan
• Identification of known and suspected overflows and backups, including manholes, cause of the
overflow, corrective actions taken,and a plan for addressing overflows and backups.
• A description of programs for preventing 1/1 related effluent violations and unauthorized
discharges including overflows and backups.The programs will include an inflow identification
and removal program focused on disconnection and redirection of sump pumps and downspouts.
• An educational public outreach program for 1/1 control focused on private inflow.
• An Overflow Emergency Response Plan.
2. Deliverables:
• Attendance at up to two(2) meetings
• A draft Collection System 0&M Plan for review with the Town.
• A final 0&M Plan incorporating Town comments on the draft Plan.
BUDGET
Compensation for the Engineering Services described herein will be based upon the following
budget that is not to be exceeded without written authorization from the Town.
Description Recommended Budget Billing Method
1. 0&M Plan $35,000 Lump Sum Percent Complete
Charges will be invoiced monthly on a percent complete basis
SCHEDULE
Work under this Scope and Budget will begin upon receipt of a signed agreement from the Town.The Draft 0&M
Plan will be submitted to the Town for review within 45 days of receipt of the signed agreement.
1 OF 1
CERTIFICATE OF VOTE
At a duly authorized meeting the Board of Directors of the Woodard & Curran, Inc.
held on July 23, 2020 it was
VOTED, THAT
Kenneth W. Carlson Vice President
(Name) (Officer)
of Woodard & Curran, Inc. be and hereby is authorized to execute contracts at;d hoAds in the
name and on behalf of said corporation ; and
such execution of any contract or obligation in the name of Woodard & Curran, Inc. on its
behalf by such officer under seal of Woodard & Curran, Inc. , shall be valid and binding upon
said corporation
I hereby certify that I am the elegy of the above named corporation and
Secretary
that Kenneth W. Carlson is the duly elected officer as above of ea4-
Woodard & Curran, 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.
10/28/2020
(Date)
Secretary
2
CERTIFICATIONS
CERTIFICATE OF NON-COLLUSION
The undersigned certifies under penalties of perjury that our bid or proposal has been made and
submitted in good faith and without collusion or fraud with any other person. As used in this
certification, the word "person" shall mean natural person, business, partnership, corporation,
committee,union, club or other organization, entity, or group of individuals.
Signature Date October 22, 2020
Kenneth W. Carlson, Vice President Woodard& Curran
Print Name &Title Company Name
CERTIFICATE OF TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I
Kenneth W. Carlson , authorized signatory for Woodard& Curran
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.
Yr
d
October 22, 2020
Signature Date
1