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HomeMy WebLinkAboutContract #: 1381 - From: 11-15-2020 To: 11-14-2021 - TEC - Community Development TOWN OF NORTH ANDOVER CONTRACT FOR PROFESSIONAL ENGINEERING SERVICES CONTRACT # 122k I DATE: This Contract is entered into on, or as of, this date by and between the Town of North Andover(the "Town"), and Contractor: TEC, Inc. Address: 146 Dascomb Road Andover, MA 01810 Telephone Number: 978-794-1792 Email:pellison@theengineeringcorp.com 1. This is a Contract for the procurement of the following: Professional civil engineering peer review services of plans and documents on an `as- needed' basis for the Planning Board for the period of November 15, 2020 through November 14,2021 (with two additional one-year renewals, solely at the discretion of the Town). 2. The Contract price to be paid to the Contractor by the Town of North Andover is: Schedule of fees attached. 3. Payment will be made as follows: Upon completion of services and receipt of invoices (net 30 days). 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. (Rev 2010)Contract by and between the Town of North Andover and Page 1 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 November 14, 2021, unless extended pursuant to a provision for extension contained in the Contract documents at the sole discretion of the Town, and not subject to assent by the Contractor, and subject to the availability and appropriation of funds as certified by the Town Accountant. The time limits stated in the Contract documents are of the essence of the Contract. 6. Subject to Appropriation: Notwithstanding anything in the Contract documents to the contrary, any and all payments which the Town is required to make under this Contract shall be subject to appropriation or (Rev 2010)Contract by and between the Town of North Andover and Page 2 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, 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: (Rev 2010)Contract by and between the Town of North Andover and Page 3 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 '/2 - 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. 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 (Rev 2010)Contract by and between the Town of North Andover and Page 4 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 151B (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. 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: (Rev 2010)Contract by and between the Town of North Andover and Page 5 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 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 (Rev 2010)Contract by and between the Town of North Andover and Page 6 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. Pa ent 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. 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. (Rev 2010)Contract by and between the Town of North Andover and Page 7 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 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. (Rev 2010)Contract by and between the Town of North Andover and Page 8 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. 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 ^ , TEC, Inc. Di ion/Depa ent ad Company Name ` 1 111 1/2020 Town Manager Date Si" nature Date Jonathan A. Rockwell, Principal Print Name & Title (Rev 2010)Contract by and between the Town of North Andover and Page 9 APPROVED AS TO FORM: Town Counsel Date CERTIFICATION AS TO AVAILABILITY OF FUNDS: r TownAccountant 6Date (Rev 2010)Contract by and between the Town of North Andover and Page 10 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 "�t \)�' Date 11/11/2020 Jonathan A. Rockwell, Principal TEC, Inc. Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A(b), I Jonathan A. Rockwell , authorized signatory for TEC, 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. �. 11/11/2020 Signa Date (Rev 2010)Contract by and between the Town of North Andover and Page 11 CERTIFICATE OF VOTE At a duly authorized meeting the Board of Directors of the TEC, Inc. held on 10/7/2019 it was VOTED,THAT Jonathan A. Rockwell Principal /Clerk (Name) (Officer) of TEC, Inc. be and hereby is authorized to execute contracts and bonds in the name and on behalf of said TEC, Inc. , and affix its corporate seal hereto; and such execution of any contract or obligation in the name of TEC, Inc. on its behalf by such officer under seal of TEC, Inc. ,shall be valid and binding upon TEC, Inc. I hereby certify that I am the clerk of the above named TEC, Inc. and that Jonathan A. Rockwell is the duly elected officer as above of said TEC, 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. 11/11/2020 � (Date) (Clerk) INC = 2001 • VS (Rev 2010)Contract by and between the Town of North Andover and Page 12 146 Dawpilfib ROO AtxloveRr,i41A'01810 " Engines Garr„writ Create 1 Design I Innovate TC The Engineering Corp PROPOSAL r ■ f • A New Contract Project o.: 0 endment .: 1 Date: November 9,2020 ft&etl Narne: Town of North Andover—On fl En in Review; North Andover, Client: Town of North Andover Fee Proposal Planning Department Estimated Labor T&E Jean Enright Meetings T&E 120 Main Street North Andover, MA 01845 Requested by, Client El Lump Sum 0 Time&Expenses Cost+ Fixed Fee Estimated Date of Completion: November 14,2021 Scope of Services: The Town of North Andover(Client)has retained TEC,Inc. (TEC)to provide engineering peer review services for various projects filed with the Planning Board. TEC's original contract(Contract 1035)with the Town of North Andover began November 15,2017 and ended November 14,2018. Two additional one-year renewals have been accepted by the Town,with the Contract ending on November 14,2020. The purpose of this proposal is to extend TEC's contract for peer review services for an additional year from November 15,2020 until November 1 , 2021. Services to be performed are as oudined in the tasks . Task 1—Civic&Traffic Errari ring H (33 ) • Review documents if of the Town of North Andover Planning Board for conformance with the North Andover Zoning Bylaw and other applicable local regulations. • Prepare technical review letters as required to support project permitting. • Attend meetings with the Town of North Andover staff,Applicants,consultants,etc. • Perform site visits to assess project conditions. Additional services not listed above may be performed at the request of the Client and will be considered an amendment to this agreement. Services will begin upon email authorization from the Gient. TEC will invoice the Client monthly on a time and expenses basis for the services performed based on TEC°s standard billing rates in the attached Appendix A. T.\Toa cse, *c,tMrsa TEC Contrad Extensim 200°2021.