HomeMy WebLinkAboutContract #: 1396 - From: 01-05-2021 To: 12-31-2021 - Waterfield Design Group - Facilities AGREEMENT FOR DESIGN SERVICES
THIS AGREEMENT is made as of the 5"' day of November by and between Waterfield
Design Group (hereinafter called the "Designer") and the TOWN OF NORTH ANDOVER,
MASSACHUSETTS, a municipal corporation duly established under the laws of the
Commonwealth of Massachusetts (hereinafter called the "Town").
PRELIMINARY RECITALS
A. The Town seeks to obtain certain design services associated with the design and
engineering services for replacement of exterior entrance stairway at the Stevens Memorial Library
("the Project").
B. The Designer possesses the expertise to perform and/or coordinate such services
in a timely and professional manner.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Description of Proiect/Scope of Services The nature and scope of the services
to be performed by the Designer are described in this Agreement and in Scope of Work attached
hereto and made a part hereof(the "Services").
Section 2. Time for Performance The Services shall be performed and completed by
June 30,2021.
Section 3. Designer's Status The Designer's relationship to the Town is that of an
independent contractor and not that of an agent or employee of the Town.
Section 4. Designer's Performance
4.1 In the performance of the Services, the Designer will observe and comply with all
federal, state and local laws, ordinances, codes, rules, regulations and orders applicable to the
Project and the Services to be rendered by the Designer in connection therewith including but not
limited to the applicable provisions of M.G.L. Chapter 7,M.G.L. Chapter 30,and M.G.L. Chapter
149. If a Contractor to the Designer performs Services which the Designer knew or should have
known to be contrary to any laws,statutes,ordinances,building codes,rules or regulations without
notice to the Town,the Designer shall assume full responsibility for such work and shall bear and
be liable to the Town for the attributable costs and damages arising therefrom and indemnify the
Town against the adverse consequences thereof.
4.2 All of the Services to be performed by the Designer under or pursuant to this
Agreement, from the inception of the Agreement until the Services have been fully performed,
shall conform to the standards of care and skill which prevail among competent and qualified
professionals under the same or similar circumstances involving a project and services such as the
Project and Services described herein.
4.3 The Designer shall coordinate and/or provide all technical and professional
services, including labor, materials, supplies, equipment, transportation, accommodation,
subsistence and supervision to perform all Services as set forth herein. All of the Services to be
performed and/or coordinated by the Designer will be in accordance with current technological
practices, means, methods, procedures and techniques for projects such as the Project as of the
time the Designer performs the Services.
4.4 The Designer will furnish efficient business administration and superintendence
and perform the Services in the most expeditious and economical manner consistent with the
interests of the Town.
4.5 The Designer represents and warrants that it is duly licensed(and in good standing)
to perform the Services in the Commonwealth of Massachusetts. The Designer further represents
and warrants that it is familiar with and has a working knowledge of the Massachusetts provisions
relating to competitive bidding and public construction projects. The Designer agrees that if in the
opinion of the Town,the Designer is not familiar with such provisions,the Designer shall engage
at its own expense,competent personnel subject to the approval of the Town. The Town's approval
of such personnel shall not relieve the Designer of its duties and obligations under this Agreement.
4.6 In connection with any Services rendered by the Designer, the Designer shall at all
times keep the project sites free from accumulations of waste materials or rubbish caused by the
Designer's activities. At the completion of the Designer's work under this Agreement, the
Designer shall remove any waste materials and rubbish brought onto the Site by the Designer or
any of its subcontractors from and about the Site.
4.7 The Designer shall, at its own cost, completely repair, restore or replace (with the
same or equal materials) any buildings or improvements damaged or injured by activities under
this Agreement as a result of the Designer's activities or those of its agents, sub-contractors or
employees. All such repair or replacement shall be completed to the Town's satisfaction. Should
the Designer refuse or neglect to make such repairs or replacements within ten (10) days after
receiving notice from the Town requesting such work, then the Town shall be entitled to perform
such work at the expense of the Designer. This provision does not extend to the activities of the
general contractor who may be hired by the Town to build the work that is shown on the Designer's
plans. The nature of the Designer's activities during the design phase is to not construct, build,
alter, or otherwise modify the physical structure. The Designer's work is to inspect the structure
and prepare design plans. These activities are separate and apart from those activities of the
general contractor who will construct,build, and alter the structure.
4.8 If the Services to be performed by the Designer involve the preparation of Written
Materials,such Written Materials prepared and to be prepared by the Designer for the Project(and,
in the case of drawings or plans and specifications, all improvements when built in accordance
therewith) will conform to the requirements of the State Building Code, 780 CMR 1, et seg., and
to any other applicable federal, state, municipal and local laws, ordinances, rules, regulations,
codes and orders in effect at the time such work is performed. The Designer shall certify such
matters to the Town and all other interested parties, as and when requested by the Town from time
to time. All such certifications shall be in a form reasonably acceptable to the Town and all other
interested parties.
4.9 The Designer shall give the Town reasonable notice of the commencement of any work
under this Agreement involving entry upon any project site. Authorization must be obtained from
the Town prior to the Designer's entering upon any project site for purposes of conducting
examinations and other work required to accomplish the Services. In addition, during the course
of such entry, the Designer shall use diligent efforts to minimize damage to buildings and
interference with the use of such sites. After the Town obtains site control and the project has
commenced the Designer may enter the project site as needed.
4.10 Laurie Burzlaff, Director of Administrative Services, shall be the Town's primary
contact person with the Designer, and Craig Miller, will be the Designer's primary contact person
with the Town. These contact persons named herein shall remain with the Project from start to
completion of the Services covered in this agreement.
4.11 All of the foregoing is in addition to, and not in lieu of, any and all other duties,
obligations,liability and responsibility implied or imposed upon the Designer by law in connection
with the Services to be performed by the Designer hereunder.
Section 5. Compensation
5.1 The Designer shall be paid in accordance with Scope of Work attached hereto, which
will include all labor, overhead, profit, insurance, office, travel, and any other direct or indirect
cost in connection with the Designer's provision of services as specified Scope of Work attached
hereto.
5.2 The Designer will enter into a certificate of a truth-in-negotiations certificate in the
form prescribed by G.L. c. 7, §38H(b) at the time of final execution of this Agreement.
Section 6. Payment
6.1 Based upon the documentation submitted to the Town as hereinafter provided, the
Town shall make progress payments on account of the Contract Sum as follows: The Designer
shall invoice the Town once per month for the portion of the Services rendered/completed during
the past month. The amount of each monthly progress payment shall be equal to the percentage
amount attributable to the specific Phase of the Scope of Services completed as set forth in Scope
of Work attached hereto. Monthly invoices shall be paid within thirty (30) days after submission
to the Town of the following(all in form acceptable to the Town): (i)the certificate of the Designer
stating that the Phase/portion of the Services for which payment is being requested has been
completed in compliance with this Agreement; (ii) reproducible of all plans, reports, studies and
other materials to be prepared and delivered to the Town in connection with the Phase/portion of
the Scope of Work for which payment is being requested.
6.2 Neither the Town's payment of any progress payment or any final payment on
account of the Contract Sum hereunder, nor the Town's failure to withhold any such payment(s)
shall result in or cause a release or discharge of the Designer of its obligations hereunder or
constitute a waiver of any claims against the Designer.
6.3 Any provision hereof to the contrary notwithstanding, the Town shall not be
obligated to make any payment (whether a Progress Payment or Final Payment) to the Designer
hereunder if any one or more of the following conditions exist,to-wit:
6.3.1 The Designer is in default of any of its obligations hereunder or otherwise is in
default under this Agreement;
6.3.2 Any part of such payment is attributable to Services which are not performed in
accordance with this Agreement;
6.4 No Progress Payment or other partial payment made hereunder shall be, or be
construed to be, final acceptance or approval of that part of the Services to which such Progress
Payment or other partial payment relates or relieve the Designer of any of its obligations hereunder
with respect thereto.
6.5 The making of Final Payment by the Town to the Designer shall not constitute a
waiver of any claims by the Town against the Designer arising from (i)unsettled liens, (ii) faulty
or defective Services, or any errors or omissions in the Designer's performance of the Services,
appearing after completion thereof, (iii)failure of the Services to comply with the requirements of
this Agreement,or(iv)the terms of this Agreement or provided by law pertaining to the Designer's
performance of the Services,or any breach thereof by the Designer,all of which shall survive such
Final Payment and final acceptance of the Services. The acceptance of Final Payment shall
constitute a waiver of all claims by the Designer except those previously made in writing and
identified by the Designer as unsettled at the time of the Final Request for payment.
Section 7. Changes in Services
7.1 All changes in the scope of the Services shall be effected by written instrument
signed by both the Town and the Designer. In no event shall the Town be required to accept and/or
pay for any Services beyond the scope of the Services set forth in Scope of Work attached hereto
unless the same is set forth in a written instrument signed by the Town and the Designer,nor shall
the Town be required to pay more for any such change in the scope of the Services than is stated
in such agreed upon written instrument.
7.2 Designer or its sub-contractors shall not be compensated for any services involved in
preparing changes that are required for additional work that should have been anticipated by the
Designer in the bid documents, as reasonably determined by the North Andover Town Manager.
Section 8. Insurance
8.1 The Designer shall provide at its own expense and maintain during the term of this
Agreement, insurance policies issued by recognized and responsible insurers satisfactory to the
Town and authorized to do business in the Commonwealth of Massachusetts, covering the
Designer's activities in connection with this Agreement. Such insurance shall provide coverage of
the type and in the amounts specified. Coverages under 8.1. , 8.1.4 and 8.1.5 shall be provided on
an"occurrence" basis.
8.1.1 As to claims covered by Worker's Compensation,the amount of the statutory limits
for any state in which Services are to be performed.
8.1.2 Employer's liability insurance with limits of not less than$1,00,000.00 except that,
if the new form policy is used, limits must be not less than $1,000,000.00 per
accident, $1,000,000.00 per bodily injury by disease and a $2,000,000.00 policy
limit on bodily injury by disease.
8.1.3 Insurance upon each motor vehicle used by the Designer in connection with the
work provided hereunder,providing public liability coverage as to such vehicle or
vehicles of not less than $1,000,000.00 for each occurrence and $1,000,000.00 in
the aggregate with respect to bodily injury and property damage.
8.1.4 A comprehensive general liability policy providing bodily injury coverage,
including death,for not less than$1,000,000.00 coverage as to each occurrence and
$5,000,000.00 aggregate and $1,000,000.00 property damage, with contractual
liability recognizing the indemnities contained in this Agreement and completed
operations for at least two(2)years.
8.1.5 Professional liability insurance covering claims arising out of errors,omissions and
acts by the Designer in rendering professional services, in the amount of
$1,000,000.00 or ten(10%)per cent of the project's estimated cost of construction,
whichever is greater, including contractual liability coverage, with all coverage
retroactive to the earlier of the date of this Agreement or commencement of the
Designer's Services with respect to the Project,which coverage shall be maintained
for a period of at least three (3) years after the date of Final Payment by the Town
to the Designer with respect to the Project.
8.1.6 Valuable papers insurance with a limit of not less than $120,000.00 for each loss,
insuring the restoration of any documents,reports,memoranda, analysis, drawings
and similar papers or data relating to the Services in the event of loss or destruction.
8.2 Notwithstanding any other provision of this Agreement to the contrary, should any
insurance policy required by this Agreement be cancelled or otherwise terminated before the
completion of the Services hereunder, the Designer shall use all diligent efforts to procure and
maintain in force similar insurance from insurers satisfactory to the Town and shall provide
certificates of such insurance to the Town upon the execution of this Agreement and thereafter
upon the Town's written request. In the event that the Designer is unable to obtain the required
insurance coverage, then either the Designer or the Town shall have the right to terminate this
Agreement without penalty, such termination to be governed by the provisions of Section 21
hereof.
8.3 On the date of this Agreement, the Designer shall furnish a certificate evidencing
all of the required insurance coverage, and providing that no such coverage shall be cancelled
without at least thirty(30)days'prior written notice to the Town. The Town shall be named as an
additional insured party under the policies specified in paragraphs 8.1.2, 8.1.3, 8.1.4, 8.1.5, and
8.1.6 above.
Section 9. Indemnification
9.1 To the fullest extent permitted by applicable law), the Designer and its agents,
partners,employees,sub-contractors(collectively, "Indemnitors")shall and do agree to indemnify,
and hold harmless the Town and its representatives, officers, attorneys, officials, employees and
agents (collectively "Indemnitees") from and against all liability, claims, demands, damages,
losses, liens, causes of action, suits, judgments, fines, penalties, costs and expenses (including,
without limitation,reasonable attorney fees and costs of defense regardless of the outcome of the
claim or suit),-of any nature,kind or description claimed, asserted or prosecuted by any person or
entity whomsoever,arising out of,caused by,or resulting from(a)the performance of the Services
or any part thereof, or(b) any act or omission,negligent or otherwise, of the Indemnitors, anyone
directly or indirectly employed by any of them or anyone for whose acts they may be liable. This
indemnity shall survive the termination or expiration of this Agreement. This indemnity shall be
in addition to,and not in lieu of,any and all other professional liability which the Indemnitors have
or may have to the Indemnitees or to third parties as a matter of law. Indemnitors also shall pay
and reimburse Indemnitees for any and all reasonable attorney fees incurred by Indemnitees in
connection with any litigation arising under this Agreement as a result of any breach or default by
Indemnitors hereunder.
The Designer's indemnification obligation covers all liability, claims or causes of action
arising out of but not limited to the following:
(a) Any infringement (actual or claimed) of any intellectual property right, whether it
be trade secret, patent, trademark, copyright or trade name by reason of any
Services to be performed hereunder or by reason of anything to be supplied
hereunder; and
(b) Bodily injury, sickness, disease or death, or injury to or destruction of property
including the loss of use and consequential damages resulting there from.
9.2 In the event more than one of the Indemnitors are connected with an accident or
occurrence covered by this indemnification, then each of such Indemnitors shall be jointly and
severally responsible to the Indemnitees for indemnification and the ultimate responsibility among
such Indemnitors for the loss and expense of any such indemnification shall be settled by separate
proceedings and without jeopardy to any Indemnitee. The provisions of this Section shall not be
construed to eliminate or reduce any other indemnification or right which the Town or any of the
Indemnitees has by law against the Designer or any of the Indemnitors.
Section 10. Notices All reports and payments, together with all notices and other
communications required to be given under the terms of this Agreement, shall be made in writing
and shall be deemed to have been made and given if mailed by certified mail, sent by overnight
courier, transmitted by electronic mail or hand delivered to the party to receive such notice,
addressed as follows:
To the Town: Melissa Rodrigues,Town Manager
Town of North Andover
120 Main Street
North Andover,MA 01845
To Designer: Craig Miller
Waterfield Design Group
50 Cross Street
Winchester,MA 01890
Section 11. Confidential and Proprietary Information; the Ownership of Documents
11.1 With respect to the documents, drawings, studies, specifications and other materials
produced pursuant to this contract and as described in the bid documents,the Designer shall have
ownership of those documents,which shall include(but not be limited to)the 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, in whole or in part,by the Designer; and the Designer's administrative
communications,records, and files. The Town of North Andover shall own an irrevocable
perpetual license to use the design documents procured under this Contract. The Designer will
own the rights,worldwide,to and in all Materials prepared and produced by the Designer
pursuant to this Contract, including,but not limited to,United States and International patents,
copyrights,trade secrets, know-how and any other intellectual property rights, and the Designer
shall have the unlimited and unrestricted right,worldwide and royalty free, to publish, reproduce,
distribute,transmit and publicly display all Materials prepared by the Designer. The Owner may
publish and publicly display all Materials prepared by the Designer for municipal or other public,
professional activities.
11.2 Without limitation upon the generality of the foregoing, it is expressly understood and
agreed that the Town may utilize the Materials with respect to construction,maintenance, repair,
alteration, expansion, modification and reconstruction of the Project only for the purposes of the
hired work If the Town utilizes any of the Materials produced, generated or compiled by the
Designer or its Designers with respect to another project,the Designer shall not be responsible
for changes made to the drawings,plans, or specifications without the Designer's authorization,
nor for the Town's use of the drawings,plans or specifications on another project. The Town
agrees to the extent permitted by law hold the Designer harmless from and against any and all
claims, losses, liabilities and damages incurred by the Town or asserted by any other entity or
individual arising out of or resulting from any use of the Materials on other projects or any reuse
or modification of the Materials or any of Designers designs, drawings and specifications. All of
the Designer's rights hereunder shall survive any cancellation, termination or expiration of this
Agreement.
Section 12. Default and Delays
12.1 If the Designer defaults or neglects to carry out the Services in accordance with this
Agreement or fails to perform any provision of this Agreement, the Town may, after five days'
written notice to the Designer and without prejudice to any other remedy he may have,make good
such deficiencies and may deduct the cost thereof from the payment then and thereafter due the
Designer or, at its option, may terminate this Agreement.
12.2 The Designer hereby agrees that it shall have no claim for damages of any kind on
account of any delay in the commencement of the Services and/or any delay or suspension of any
portion of the Services, whether such delay is caused by the Town or otherwise.
Section 13. Subcontracts
13.1 The Designer shall not delegate any of its duties hereunder, except to competent and
reliable sub-Designers and sub-contractors approved in advance and in writing by the Town.
13.2 Requests for approval of Services to be delegated by the Designer must include a
clear description of the work to be performed and the capabilities of the sub-Designers/sub-
contractors to perform such work. If requested by the Town,copies of executed contracts between
Designer and sub-contractor or for any other work delegated by the Designer shall be delivered
to the Town immediately after such execution.
13.3 The Designer represents that it has made and will make reasonable investigation of
all subcontractors to be utilized in the performance of work under this Agreement to determine
that they possess the skill, knowledge and experience necessary to enable them to perform the
Services required. Nothing in this Agreement shall relieve the Designer of its prime and sole
responsibility for the performance of the Services under this Agreement and the Designer shall
remain liable for all work performed by itself or any sub-contractor or other person performing
Services under the authority of the Designer.
Section 14. No Third Party Beneficiary All of the provisions of this Agreement are
solely for the benefit of the parties hereto,and none of the other provisions of this entire Agreement
shall inure to the benefit of any person not a party to the Agreement, and third parties shall have
no rights hereunder.
Section 15. Records
15.1 The Designer agrees that the Town and the Commonwealth of Massachusetts, or any
of their duly authorized representatives shall have access to any books, documents, papers and
records of the Designer which are directly pertinent to the project for the purposes of making audit,
examination, excerpts, and transcriptions.
15.2 The Designer shall maintain all records involved with this Agreement for a period of
six (6)years after the Town makes Final Payment and all pending matters are closed.
15.3 It is understood that authorized representatives of the Town may inspect or review all
Written Materials in progress during normal working hours. In order that all Written Materials
may be readily available for conference and periodic inspection by said representatives, all
Services involving the production of any Written Materials shall be performed in adequately
staffed office(s) located within the confines of the Commonwealth of Massachusetts.
15.4 The Designer will protect the privacy of, and respect the confidentiality of
information provided by program participants, consistent with applicable federal and state laws
and regulations, including M.G.L. c. 66, §10,regarding access to public records.
Section 16. Liability of Town The liability of the Town under this Agreement is limited
to the compensation provided herein, and shall in no event include liability for incidental, special
or consequential damages, or lost profits, or for damages or loss from causes beyond the Town's
reasonable control.
Section 17. Assistance in Claims and/or Litigation
17.1 The Designer shall render assistance to the Town in claims and/or litigation in
connection with or arising out of this Agreement, including without limitation, any claims and/or
litigation involving the Designer or its subcontractors; and any claims and/or litigation brought by
or against the Town and any third parties,by providing only for the Town technical information,
analyses and expert witnesses. The Designer shall provide such services at a mutually agreed upon
and reasonable rate, except those Services which are required under this Agreement or are
necessitated by the alleged acts,errors or omissions of the Designer, all of which shall be provided
at no cost to the Town.
Section 18. Discrimination Prohibited
18.1 In all hiring or employment made possible by or resulting from this Agreement, (1)
there will not be any discrimination against any employee or applicant for employment because of
race, color, religion, sex, or national origin, and(2) affirmative action will be taken to ensure that
applicants are employed, and that employees are treated during employment, without regard to
their race, color,religion, sex, or national origin.
18.2 No person in the United States shall, on the ground of race, color, religion, sex or
national origin, be excluded from participation in, be denied the benefits of, or be subject to
discrimination under any program or activity made possible by or resulting from this Agreement.
The Designer will comply with all requirements imposed by or pursuant to Title VI of the Civil
Rights Act of 1964.
Section 19. Certifications Required by Law The Designer, by executing this
Agreement, certifies the following:
(a) it has not given, offered or agreed to give any person, corporation or other entity
any gift, contribution or offer of employment as an inducement for, or in connection with, the
award of this Agreement for design services;
(b) that no consultant or sub-contractor to the Designer has given, offered or agreed to
give any gift, contribution or offer of employment to the Designer, or to any other person,
corporation, or entity as an inducement for, or in connection with, the award to the consultant or
sub-contractor of a contract by the Designer;
(c) that no person, corporation or other entity,other than a bona fide full time employee
of the Designer, has been retained or hired by the Designer to solicit for or in any way assist the
Designer in obtaining this Agreement for design services upon an agreement or understanding that
such person, corporation or other entity be paid a fee or other consideration contingent upon the
award of this Agreement to the Designer; and
(d) that the Designer has internal accounting controls as required by M.G.L. c. 30,
§39R, and that the Designer:
(1) will maintain accurate and detailed accounts for a six-year period after the
Final Payment;
(2) will file with the Town regular statements of the Designer concerning
internal auditing controls;
(3) has filed and will continue to file with the Commissioner of Capital
Planning and Operations an annual audited financial statement prepared by
an independent certified public accountant as required by M.G.L. c. 30,
§39R; and
(4) will submit a statement from an independent certified public accountant that
such CPA (or public accountant) has examined the Designer's internal
auditing controls and expresses an opinion as to their consistency with the
Designer's statements in (2) above and whether such statements are
reasonable with respect to transactions and assets that are substantial in
relation to the Designer's financial statements. (M.G.L. c. 7, §38H(e).
(e) that the Designer, and any sub-contractor to the Designer, represents,warrants and
certifies that it has complied with all laws of the Commonwealth of Massachusetts relating to taxes
and all by-laws, rules and regulations of the Town of North Andover relating to taxes, fees and
charges, or is lawfully contesting the validity of the same. The Designer, and any sub-contractor
to the Designer, further represents, warrants and certifies that it will remain in such compliance
during the term of this Agreement, including any amendments or extensions hereto.
(f) That neither the Designer nor any consultants employed by the Designer have been
debarred pursuant to Section 44C of M.G.L. c.149.
Breach of any of the foregoing provisions shall be deemed a material breach which shall
entitle the Town to immediately terminate this Agreement and take any other action authorized by
law.
Section 20. Conflict of Interest
20.1 The Designer warrants that it has complied with all provisions of law regarding the
award of this Agreement and that it, or its employees, agents, officers, directors or trustees have
not offered or attempted to offer anything of any value to any employee of the Town in connection
with this Agreement.
20.2 The Designer further warrants that no employee of the Town of North Andover,
including unpaid members of Town boards and commissions,serves as an officer,director,trustee
or employee of the Designer, and that no employees of the Town of North Andover have or will
have a direct or indirect financial interest in this Agreement.
20.3 Violation of this Section shall be a material breach of this Agreement and shall be
grounds for immediate termination of this Agreement by the Town without regard to any
enforcement activities undertaken or completed by any enforcement agency. Termination of this
Agreement pursuant to this Section shall not waive any claims for damages the Town may have
against the Designer resulting from the Designer's violation of the terms of this Section.
Section 21. Termination; Survival of Covenants
21.1 Notwithstanding any other provision of this Agreement, the Town reserves the right
at any time in its absolute discretion to suspend or terminate this Agreement in whole or in part
for its convenience upon written notice to the Designer. If any portion of this Agreement so
suspended is not re-commenced by written notice of the Town within the time period specified in
the written notice of suspension, the suspended portion of this Agreement shall be thereupon
deemed terminated as to that portion for the convenience of the Town in accordance with this
provision. The Town shall incur no liability by reason of such termination or suspension except
for the obligation to pay compensation for all Services performed to the termination date, which
obligation shall not exceed the limits established under each Phase of the Services as to which the
Town has expressly authorized the Designer to proceed.
21.2 Upon receipt of any such notice or suspension or termination, the Designer shall (a)
discontinue all Services affected(unless the notice directs otherwise); and(b)deliver to the Town
all Written Materials and other information and materials pertaining to the Project, whether
completed or in progress.
21.3 Any termination or suspension of this Agreement shall not impair the right of the
Town to recover damages occasioned by the fault of the Designer. Any suspension shall not limit
the right of the Town to terminate this Agreement.
21.4 All of the Designer's covenants and obligations hereunder shall survive the
termination or expiration of this Agreement.
Section 22. Ineligibility The Designer acknowledges that it may be ineligible to perform
further design services unless the Town commissions an independent review,by a knowledgeable
and competent individual or business doing such work, of the Designer's work under this
Agreement to insure its reasonableness and its adequacy prior to allowing the Designer to continue
on the project. Nothing contained herein shall be construed to require the Town to commission
any such review.
Section 23. Entire Agreement,Interpretation, Governing Law
23.1 This Agreement is the exclusive statement of the agreement of the parties with respect
to its subject matter and supersedes all prior agreements, negotiations, representations,proposals
and awards,written or oral, relating to its subject matter.
23.2 Headings, titles and paragraph captions are inserted in this Agreement for
convenience, are descriptive only and shall not be deemed to add to or detract from or otherwise
modify the meaning of the paragraphs.
23.3 This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts. The proper venue for any dispute is the courts of Essex
County,Massachusetts.
23.4 This Agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original and all of which shall constitute one and the same agreement.
23.5 The term, "hereof', "herein" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement as a whole, and not to any particular section, paragraph or
provision,unless expressly so stated.
23.6 All words or terms used in this Agreement, regardless of the number or gender in
which they are used, shall be deemed to include any other number and any other gender as the
context may require.
23.7 This Agreement shall be construed without regard to any presumption or rule
requiring construction against the party causing such document to be drafted or prepared.
23.8 Time is of the essence for the performance and payment of each and every covenant
and obligation contained herein.
23.9 No amendment of this Agreement shall be effective unless the same is made in writing
and signed by the parties hereto.
23.10 The terms "person" and "persons" used herein shall include natural persons and
corporations,partnerships(general and limited),firms, associations,trusts,estates,bodies politic,
political subdivisions and other entities and organizations.
23.11 Each and every provision of law and governmental regulation required bylaw to be
inserted in an agreement such as this or in any of the contract documents shall be deemed to be
inserted herein or therein and this Agreement shall read and shall be enforced as though so included
therein, and if through mistake, inadvertence or otherwise any such provision is not inserted, or is
not correctly inserted, then upon the application of either party, this Agreement shall be deemed
to be amended to make such insertion or correction.
Section 24. Assignment
24.1 The Town shall have the right to assign this Agreement to (i) any other person or
entity succeeding to the Town's ownership of the Project or property which is the subject of the
Designer's work hereunder, or (ii) to any other person or entity having or acquiring an interest
therein,including,without limitation, any lending institution.
24.2 Designer shall not assign,pledge or hypothecate this Agreement or any monies due
hereunder.
Section 25. Successors and Assigns Subject to the restrictions on assignment contained
in paragraph 24.2 hereof, this Agreement shall be, binding upon and inure to the benefit of the
parties and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
For the Designer:
By _
#aigVMIer, E- President
zManager
By
As to the availability of funds:
To cc®untant
Approved as to form:
T wn Counsel
Town of North Andover
Stevens Memorial Library
Replacement of North Exterior Entrance Stairway
Professional Services
Scope of Work & Estimate of Fee
November 3, 2020
Revised November 5, 2020
Project Description
The existing north exterior entrance stair to the Stevens Memorial Library have fallen into
disrepair, requiring replacement. The existing granite steps and the existing stone interior
win all caps will be saved and re-used but all other elements shall be demolished
(including the interior space that is below the current stair structure). The outer, much
shorter lower stair retaining walls shall be retained in place.
cu
rII
(A.) Scope of Work
Based on the summary above, the description that follows represents the specific Scope of
Work needed.to complete the design elements for this project.
Task 1.0 Topographic Survey & Engineering Review of Existing Conditions
We will survey the north side stair structure and the area immediately adjacent to the
proposed work area for this project. We will also survey the lawn area north of the stairs
'VVM I Watertield Design Group
so that the Town can have an accurate plan of this area for future development of
additional outdoor library courtyard type space. The photo below shows the limits of our
survey coverage. We will use this data to create an accurate and current base plan of the
existing conditions, drawn to an appropriate scale using the latest version of AutoCAD.
We will require the assistance of the Town of North Andover Facilities Department in
locating existing utilities that may service the building in the area of the project. We will
inspect the stair structure and those portions of the interior of the library that will be
impacted by the removal of the lower level access vestibule.
Task 1.0 Fee $4,500.
Task 2.0 Stair Replacement Design
Once the engineering review of Task 1.0 is completed,we will prepare a design for the
demolition and replacement of the existing stair structure, The new stair design will
result in a stair that looks as close to the existing as possible. The new design will have
the same dimensions. It will re-use the existing granite stairs and granite landing stones.
We will attempt to salvage and re-use the existing stone caps that adom the existing stair
cheek walls. We will salvage and re-use/re-condition the two (2) existing pedestal lights.
New cheek walls will be designed with a brick facade that matches the existing., New
railings will be chosen. There will be no underground space as the existing lower level
vestibule will be abandoned. Our design will demolish the existing vestibule,providing
a structural basement wall to infill existing building access points and windows in the
lower level vestibule area. A new brick walkway will be reconstructed in any areas
Waterfield Design Group
where the existing walkway is disturbed due to the construction associated with this
project. The two (2) existing lawn knee walls will be demolished and not replaced.
We will prepare conceptual design plans that illustrate the program and direction of the
project, submitting same to the Town for review and comment. Once approved at the
conceptual level,we will prepare final construction bid documents.
The Town of North Andover will handle the removal and replacement of certain
elements associated with the lower level vestibule. The Town will remove (and replace
where necessary for the new stair's needs) all existing building utility elements including
(but not limited to)ventilation fans,motors, connections, electrical power and lighting,
and any fire protection or plumbing elements. The Town will provide a new electrical
connection on the exterior of the building to supply power to the refurbished pedestal
lights on the new stairs. These elements will be abandoned and removed at some point
by the Town before the public bid contractor is given notice to proceed to build the new
stair project. The Town of North Andover will have any related sewer and drainage lines
in the vicinity of the existing lower level vestibule and forward this information to our
designers so that we can address the impacts that burying the lower level vestibule may
have. We will coordinate closely with the Town of North Andover on all aspects of the
project.
We will prepare final construction document plans and specifications for the design of
the new stairs as described above in a form that will allow the Town of North Andover to
advertise for public bids to build the proposed work. We will prepare an order of
magnitude construction cost estimate as part of our final design package.
We will work closely with the Library and other related constituency groups as we
progress through the design of this project. We will host two (2) meetings on-site to
review the progress of our design and to solicit feedback and input. We will coordinate
remotely as needed to continue the discussion and interaction with the Town.
Task 2.0 Fee $40,000.
Task 3.0 Bid Phase Services
We will assist the Town of North Andover in their management of the public construction bid
process. We will host one(1)pre-bid meeting on-site to discuss the project and answer any
questions with potential bidders. We will review the technical aspects of the highest qualified
low bidder. We will review the low bidder's references. The Town of North Andover shall be
responsible for entering into a legal contract with the selected bidder.
Task 3.0 Fee $3,000.
Task 4.0 Construction Phase Services
We will assist the Town of North Andover in their on-site daily oversight and
management of the public construction process. We will host a project kick-off meeting
on-site. We will meet once weekly on-site during the most active portions of the
AMI Waterfield Design Group
construction process (assumed to be 6 weeks). We will review schedules, contractor pay
requisitions, and all shop drawing submissions. We will answer any technical questions.
We will prepare meeting minutes for all on-site project meetings and document our visits
with representative photography. We will prepare a semi-final and final inspections and
prepare a project punch list. Change order directions (sketches, specifications, oversight,
etc)for unforeseen conditions or for the convenience or preference of the Owner or the
Contractor are not included and must be paid at our firm's standard hourly rates. The
fees for this task will be invoiced on a time and materials basis,with the total amount not
to exceed the figure listed below. If more time is needed to cover the work required, a
new scope and fee arrangement will be necessary.
Task 4.0 Fee $18,000.
(B.) Direct Expenses
Reimbursable expenses are not included in the fee compensation outlined above and
include the actual expenses incurred by the consultant in the interest of the project. They
shall be reimbursed at cost plus ten percent and may include(but not be limited to)the
following:
1. Cost of copies of drawings, documents and reports; xerography and photographic
reproduction of drawings and other documents furnished or prepared in
connection with the Scope of Services
2. Cost of commercial carrier and/or transportation, lodging, car rental,parking,
private automobile travel, subsistence and out-of-pocket expenses.
. Cost of postage and shipping expenses other than first class mail
4. Photographic services, film and processing
5. Permit and/or application fees must be paid directly by client to the necessary
city, county, state, or federal agency as required.
6. Costs related to models,printing special renderings,promotional photography,
special process printing, color printing, special equipment, special printed reports
or publications,maps and documents approved in advance by the Client
7. Other expenses that may arise as needed to properly complete the contracted
work
Extraordinary expenses require advance approval of Client before use or engagement by
Consultant.
Rate, cost, and expense schedule may be updated yearly as necessary. Contracts underway
may be amended to accommodate the annual update.
'VYM I Waterfield Design Group
While we cannot predict precisely what expenses may be needed to complete this work,we
suggest that a budget of approximately$750. be set aside for these necessary items based
on our past experience with other, similar projects.
(C.) Total Estimated Fee
Fee totals for the above tasks equal $66,250,which does include a budget placeholder
amount for direct expenses. If other elements of the scope are desired,those fees must be
added to the total noted herein.
(D.) Items Not Included
Anything not specifically mentioned in the scope of work above is not included in the work.
This work does not include permitting, engineering design, or construction phase services.
Each of these services can be provided if needed under additional scope.
(E.) Notice to Proceed
Your signature in the space provided below or a formal written notice to proceed(email is
acceptable)indicates your acceptance of the Scope of Work and fee estimate provided
herein. Our company's Standard Terms and Conditions are incorporated by reference to
this work.
AGREED AND ACCEPTED:
Town of North Andover Date
signature
'VW I Waterfield Design Group