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HomeMy WebLinkAboutContract #: 1457 - From: 08-30-2021 To: 10-31-2021 - Weston and Sampson - Public Works TOWN OF NORTH ANDOVER STANDARD SHORT FORM CONTRACT DOCUMENT CONTRACT NO: Contractor Legal Name: To Department Name: Weston&Sarnpson Engineers,Inc. North Andover Division of Public or Conti-actor Address: Mailing Address: 55 Walkers Brook Drive Suite 100 384 Osgood Street Reading,MA 01867 No Andover,MA 0 1845 Contractor Vendor ID: 2984 Contract Details: Description of Scope(Attach support documenta-604— Professional Engineering Service for the Water Demand Evaluation.See attached Cover Letter for Scope of Services Begin Date:August 30,2021 End Date:October 31,2021 Rate:$18,300 Not to Exceed Amount:$18,300.00 Finance Director Contractor Department Head Weston&Sampson Engineers,Inc. John Borgesi Approved as to the availability of AGREES TO PROVIDE THE ATTACH ALL REQUIRED appropriations GOODS OR SERVICES AS DOCUMENTS INDICATED ACCORDANCE WITH THESE CONTRACT DOCUMENTS AS DEFINED IN THE NORTH ANDOVER In the amount of STANDARD CONTRACT GENERAL CONDITIONS Sig"naTulp Sivnature Tara E. TIE Signature Date: Title:Senior Associate Title:Assistant Director/Town Engineer Date:8/23/2021 Datej0ft ToA Manager: To Counsel: fz'l TOWN OF NORTH ANDOVER STANDARD CONTRACT GENERAL CONDITIONS' Article I. Definition of Terms: The following terms in these Contract Documents shall be construed as follows: 1. "Town"shall mean the Town of North Andover,Massachusetts 2. "Contract,Agreement,and Contract Documents"shall include the Town's Standard Contract General Conditions, the Invitation for Bids,Requests for Proposals or other solicitations,the contractors response including Contract Certifications and Applications excluding any language stricken by the Town as unacceptable and including any negotiated statements of work contemplated by the solicitation,Technical Proposals, Contractor's Price Proposals, Performance Bonds,which documents are incorporated herein by reference. Any conflict between the Town's standard contract general conditions and the Contractor's bid proposal or any other submission will be resolved in favor of the Town's standard contract general conditions which shall preempt all other submittals. 3. "Contractor"shall mean the individual,partnership,corporation or other entity to which this Contract is awarded. Article 11.Performance: The Contractor shall provide the services to undertake and perform all appropriate tasks described in the Contract Documents. The Contractor shall upon written request remove from Town premises or work sites and replace all individuals in the Contractor's employ whom the Town determines to be disorderly,careless or incompetent or to be employed in violation of the terms of this Contract. Performance under this contract shall include services rendered,obligations due,costs incurred good and deliverable proved and accepted by the Town. The Town shall have a reasonable opportunity to inspect all goods and delivers,services performed by and work product of the Contractor and accept or reject such goods,deliverable,services or work product. Article Ill.Time of Performance:. The Contractor shall commence work immediately upon execution of this Agreement. If the Contractor fails to work at a reasonable speed or stops work altogether without due cause,as determined by the Town,the Town may give notice in writing to proceed with the work or to carry on more speedily. Three days after presentation of the notice if the work is not proceeding to the satisfaction of the Town, the Contractor shall be considered in default in the performance of the Contract. This Agreement may be extended or renewed upon agreement of the parties and only upon execution of written agreement. Article IV. Revisions in the Work to be Performed: If the Town requires revisions or other changes to be made in the scope or character of the work to be performed, the Town will promptly notify Contractor.For any changes to the scope of work,the Contractor shall notify the Town of associated costs in writing. The Contractor shall make the necessary changes only upon receipt of a written acceptance of the costs and a written request from Town. The Contractor shall not be compensated for any services involved in preparing changes that are required for additional work that should have been anticipated by Contractor in preparation of the bid documents as reasonable determined by the Town. Article V. Payment for Services: The Town shall make payment to the Contractor as on the schedule and based on the milestones and deliverables set forth in the Contract Documents or on a periodic basis. Article V1. Ownership and Confidentiality of Material,Work Products: All information,data,reports,studies, designs,drawings,specifications,materials,computer programs,documents,models,inventions,equipment,and any other documentation,product oft ible materials to the extent authored or prepared pursuant to this Contract (collectively,the"Materials"),shall be the property of the Town. All Contractor proprietary rights shall be detailed in the Contract Documents, At the completion or termination of this Contract copies of all original Materials shall be promptly turned over to the Town. Once the Town has paid for a particular Material,ownership vests in Town and the Contractor must provide such Materials to Town within ten(10)business days of the Town's request for the same without cost to the Town, The To may use the Materials with respect to construction,maintenance,repair,alteration,expansion, modification and reconstruction of the Project at any time and from time to time. The Town may use the Materials produced,generated or compiled by the Contractor for another project,provided the Contractor shall not be responsible for changes made to the drawings,plans,or specifications without the Contractor's authorization,nor for the Town's use of the drawings,plans or specifications on another project. The Town agrees,to the extent permitted by law,to hold the I These Standard Contract General Conditions apply to contracts procured pursuant to M.G.L.c.30B or for exempt good and services. Contractor harmless from any claims,losses arising out of any use or changes to the Materials by the To or its representatives during any other construction not a part of this contract. The Contractor shall not use such materials for any purposes other than the purpose of this Contract without prior written consent of the Town. Article VII. Release of Town: . The Contractor agrees that acceptance of what the To tenders as the final payment for final services under this Agreement shall be deemed to release of the Town forever from all claims,demands, and liabilities arising from,out of,or in any way connected with this Agreement. The Contractor shall execute a release if asked to by the Town. Article VIII. Indemnification:- The Contractor shall indemnify,defend and hold harmless the To and all of its officers,agents and employees,with counsel acceptable to the Town,from all suits,claims,demands, losses and liabilities brought against them or based upon or arising out of any act or omission of the Contractor,its agents,officers,employees, or subcontractors in any way connected to this Agreement. The Contractor agrees that it shall be solely responsible for the conduct,health,and safety of its employees during the term of this contract and shall hold the Town harmless for any injuries,damages or losses incurred by its employees while working on this project. The Contractor's agreement to indemnify the Town shall not be deemed to be released,waived or modified in any respect by reason of any surety or insurance provided by the Contractor under the Agreement. Article IX. Insurance: The Contractor shall secure and maintain insurance adequate to meet its obligations hereunder and shall provide the Town with certification of such.The Contractor shall at its own expense maintain motor vehicle liability insurance policies,workers compensation,and general liability coverage.For Contracts for professional services, the Contractor shall carry professional liability or Errors and Omissions liability insurance with a minimum limit of $1,000,000.00 per occurrence, $2,000,000.00 aggregate with a maximum deductible of$25,000.00. Article X.Assignment: ' The Contractor shall not assign,transfer,delegate or subcontract any interest in this Agreement without the prior written consent of the Town. Article XI. Relationship with the Town: All services to be performed under the terms of this contract will be rendered by the Contractor as an independent Contractor. None of the terms of this contract shall create a principle-agent,master- servant or employer-employee relationship between the Town and the Contractor. The Contractor shall have no capacity to bind the To in any contract nor to incur liability on the part of the Town and if the Contractor employs or proposes toemploy any person during the term of this contract,the employment or proposal shall not obligate the Town in any manner to any such employee. Article XII.Compliance with Laws and Contractors Responsibilities: The Contractor certifies that it and its subcontractors has complied with all applicable laws and is eligible to work in the Commonwealth of Massachusetts and that it is in compliance with Federal and State Tax laws. The Contractor shall not discriminate against any employee,or applicant for employment because of race,age,color,religious creed sexual orientation or identification,handicap, ancestry,sex or national origin. The Contactor will in all solicitations or advertisement form employees placed by or on behalf of the contractor,state that all qualified applicants will receive equal consideration for employment without regard to race,age,color,religious creed,sexual orientation or identification,handicap,ancestry sex or national origin. If applicable,as determined by the Massachusetts Department of Labor Standards,the Contractor shall comply with the Massachusetts Prevailing Wage an shall cause its subcontractors to comply with M.G.L. c. 149,s.2713,which requires that a true and accurate record be kept of all person employed on a project for which the prevailing wage rates are requires. The Contractor shall and shall cause its subcontractors to submit weekly copies or their weekly payroll records to the City,the extent the Prevailing Wage is applicable. If an employer,the Contractor certifies compliance with applicable state and federal employment laws and regulations, including but not limited to minimum wages and prevailing wages programs and payments,unemployment insurance and contributions,workers compensation and insurance,child labor laws,human trafficking,fair labor practices,civil rights laws,non-discrimination laws and any and all other applicable laws. The Contractor agrees to be responsible for and warranty the work of its subcontractors listed in the Contract Documents and to ensure their compliance with all applicable legal,quality and performance requirements of the Contract Documents. The Contractor may not use subcontractors not named in the Contract Documents without the prior written consent of Town,which will not unreasonably be withheld. The Contractor agrees to pay all debts for labor and/or services and materials contracted by it,if any,and for the rental of any office space,equipment or machinery hired by it,if any,for and on account for the services to be performed hereunder. The Contractor shall not take any action that causes any public official to be in violation of the State Ethics Law,M.G.L. c.268A. The Contractor certifies that it and its subcontractors are not currently debarred or suspended by the U.S.government,the Commonwealth or any of its subdivisions,and that it nor any of its subcontractors have been subject to a federal or state criminal or civil judgement, administrative citation,order for violation of M.G.L. c. 149,s. 151 or the Fair Labor Standards Act within three years prior to the date of the contract. The Contractor certifies that it has not declared bankruptcy. Article X111. Severability:' In the event any provision of this Agreement is found by a court of appropriate jurisdiction to be unlawful or invalid,the remainder of the Agreement shall remain and continue in full force and effect. Article XTV. Termination of Agreement: The Town may terminate this Agreement upon immediate written notice should the Contractor fail to perform substantially in accordance with the terms of the Agreement with no fault attributable to the other. In the event of a failure to materially perform by the Contractor the notice of such breach shall be accompanied by the nature of the failure,and the Town shall set a date at least 10 days later by which Contractor shall cure the failure. If the Contractor fails to cure within the time as may be required by the notice,the To may at its option,terminate the Agreement. The Town may terminate this agreement without cause at any time,effective seven days beyond a termination date stated in a written notice of termination. In the event of termination,the Contractor shall be compensated for work product and services performed prior to the date of termination. In no event shall the Contractor be entitled payment for any services performed after the effective date of termination,and under no circumstances shall the total price exceed the contract price. Article XV. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. Any actions arising out of this contract shall be brought in a state or federal court in the County of Essex,Commonwealth of Massachusetts,which shall have exclusive jurisdiction thereof. 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 8/23/2021 Tara E. McManus,PE, Senior Associate Weston& Sampson Engineers, Inc. Print Name&Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A(b), I Tara E. McManus, authorized signatory for Weston& Sampson Engineers,_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 No Andover, relating to taxes,permit or other fees,reporting of employees and contractors, and withholding and remitting child support. 8/23/2021 Signature Date Weston IACh �`...�c� f�N II l���l �U R&" TOL 978 532.1 C rk's QgdfIG;ate of\tote .f e undersigned, Clerk of Weston & Sampson Engineers, lnc, hereby certifies ttaat, at a meeting dualy called in accordance vAth the my-fa ns, the Board of Directors unanimously passed the follow ng resolution on December f"7,2020. voTED: To authorize Bruce W.Acfamns David M. Elmer Margaret A, McCarthy Cheri F, Ruane Jeffrey J,Ailberti John A, Fnguurelli George D. Naslas Michael mil.Scipione Prasanta K, 13tnu.unia Donald D, Galluuccl Kent M,Nichols Leah E. Stanton John A. Docchino Robert,A. Goober Franic E. a cculnipinti Daniel .'fernney ill Eugene R.Bolinger Dean I.-Groves Dlnristoptaer M. Perkins Patrk*A...t.errien Richard K Campbell Robert L. IHorner Eric T. Reitter Clnrlstopiner B.,Wester Ponnp a Casale Hillary M.Lacirlgnola Francis M. Ric6ardi John J.Wright Barbara K.Cook Blake A. Martin Michael J. Richard acting individually, to execute and deliver on behalf of the Corporation, contracts for Professional Services which are in the ordfinary course of theCorporation's business, not including contracts exceeding$2,000,000,during the fl ,oaf year 2W t. VOTED: To authorize Daniel P. Biggs Raejd M. EL-martian Jeffrey A,'Wilson Kernneth J.Bisceglio John A,Garnble,Jr, actinir individually, to execute and deliver on behalf of the Corrmration, contracts for Professional Services which are fin the orietirnary course of the Corporation's duusiness, not including contracts exceeding$500,000, during the fiscal year L 2't, VOTED° To authorize S, Roger Alcott Deter J.Kolokitlnas Nathan IE, h ichaei John M.Sykora ,,.James B. Fair Jeffrey WW, McClure luure Steven K. Pedersen Stephen F.Wi ehe Kipfing B. Gearhart Tara E. McManus Daniel E. Sheahan acting inclMdua.11y, to execute and deliver on behalf of the Corporatfounp contracts fcar Professional Services which are in the ordinary course of theCorporation's business, not including contracts exceeding$100,000, during the fiscal ear 2W1. VOTED:To authorize Scott R. fBrauso Michael D. Kastanotis Gordon R. Matson Laurie B.Toscano Barain R, De xtefarno Laurence F. Keegan Brian J. McCormack Paul V. Uzgiris Tulin H. Fnasefier Brandon M. Kunkel Meglnaan E. Moody Anthony Zerflli Johanna D. \Hall David E.Luulcac Carl W.,Stone Kevin B. Hutchens Kevin A. MacKinnon Garry J.Ttnuurrrnarn acting individually, to execute avid deliver on behalf of the Corporation, contracts for Professional Services which are in the ordinary course of theCorporation's business, not including contracts exceeding $50,00O during the fiscal year 2.0021 . The undersigned further certifies that the above vote has not been amended or rescinded and remains in full force and eff „ot as of the date set forth below, 9 /2 12 21 Rre J ti y f µ LEED Clerk, Date Mcss im MA,CT,d IH,VT,NY,PA,MD,NC,SC&VAC. FEE SCHEDULE Town of North Andover, MA Division of Public Works Water Demands Evaluation Project HOURLY BILLING RATES Weston&Sampson will conduct the work under this contract in accordance within the hourly billing rate ranges presented below for each labor category. Actual rates charged within the billing ranges will depend on the actual salary rates of the personnel assigned to each project. PersonneWositilon Total Hourly Rate Rance PrincipaiNice President/Associate/Technical Leader $175 - $300 Project Manager/Senior Project Manager/Team Leader $130 - $215 Senior Engineer/Senior Geologist/Senior Scientist $110 - $165 Architects/Landscape Architects $ 80 - $130 Engineer/Geologist/Hydrogeologist/Scientist $ 90 - $135 Survey/CAD Operator/GIS Specialist $ 80 - $175 Resident Representative Construction Services $ 105 - $165 Technician/Operator $ 85 - $155 Sr. Office Coordinator/Administrative Assistant/Co-Op $ 65 - $110 Weston & Sampson performs an annual rate review and salary adjustments as of January Vt of each calendar year. We therefore anticipate requesting an adjustment of hourly rates for various individuals as of January 1, 2022. EVENSES Weston & Sampson will invoice for direct expenses including printing, testing services, shipping costs, subconsultants, and other identifiable direct costs at a rate of 1.10 times actual costs. RWAINorth Andover MA Water Demand EvaluafiontContractll`ee Schedule 2021.docx WESTAND-01 MDONOVAN ,acoRO CERTIFICATE OF LIABILITY INSURANCE DATE 112312DlY 823/2021 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CAOM NM CT N Ames&Gough PHONE FAX 859 Willard Street (A/C,No,Ext):(617)328-6555 (A/C,No):(617)328-6888 Suite 320 E-MAI ADLDRESS: gg boston ames ou h.com Quincy,MA 02169 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Valley Forge Insurance Company A XV 20508 INSURED INSURER B:National Fire Insurance Company of Hartford A(XV) 20478 Weston&Sampson Engineers,Inc. INSURER C:Nautilus Insurance Company A+ XV 17370 55 Walkers Brook Drive,Suite 100 INSURER D:Lexington Insurance Company A XV 19437 Reading,MA 01867 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMBS LTR D WVD A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR X 6056861029 1/1/2021 1/1/2022 pREMSESOEaEccurence $ 500,000 MED EXP(Any oneperson) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 JEC LOC PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY� OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO 6056860561 1/1/2021 1/1/2022 BODILY INJURY Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE FFX2027937-12 1/1/2021 1/1/2022 AGGREGATE $ 10,000,000 DED RETENTION$ B WORKERS COMPENSATIOPER N AND EMPLOYERS'LIABILITY X STATUTE 'ROTH- YIN 6056861015 1/1/2021 1/1/2022 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE � N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER FFICER/MEn NH)EXCLUDED? (Mandatory E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liab 031710990 7/3/2021 7/3/2022 Per Claim 5,000,000 D 031710990 7/3/2021 7/3/2022 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS)LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Insured GL Endorsement Form#CNA75079XX 10/16.All Coverages are in accordance with the policy terms and conditions. RE:Project Name:Water Demand Evaluation North Andover Division of Public Works shall be included as additional insured with respects to General Liability where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE North Andover Division of Public Works THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn:John Borges!,Assistant DPW Director/Town Engineer 384 Osgood Street North Andover,MA 01845 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Weston 0 August 23, 2021 55 Walkers Brook Drive,Suite 100,Reading,MA 01867 Tel:978.532.1900 Mr. John J. Borgesi, PE Assistant Director/Town Engineer North Andover DPW 384 Osgood Street North Andover, MA 01845 Re: Engineering Services—Water Demand Evaluation Dear Mr. Borgesi: As requested, Weston &Sampson Engineers, Inc. (ENGINEER) is providing a Scope of Services for completing the Water Demand Evaluation Project for the Town of North Andover, hereinafter referred to as the TOWN. The following Scope of Services also includes the time of project, fee, and attached insurance and hourly billing rates, hereinafter referred to as the AGREEMENT. ARTICLE 1 - ENGAGEMENT OF THE ENGINEER AND STANDARD OF CARE 1.1 THE OWNER hereby engages the ENGINEER,and the ENGINEER hereby accepts the engagement to perform certain professional engineering services for the Water Demand Evaluation, hereinafter called the PROJECT. 1.2 The ENGINEER's services shall be performed in a manner consistent with that degree of skill and care ordinarily exercised by practicing design professionals performing similar services in the same locality, at the same site and under the same or similar circumstances and conditions. The ENGINEER makes no other representations or warranties,whether expressed or implied, with respect to the services rendered hereunder. ARTICLE 2-SCOPE OF SERVICES 2.1 The ENGINEER agrees to perform the following tasks during the PROJECT: 2.1.1 TOWN shall provide the following to the ENGINEER within two(2)weeks from the start of the PROJECT: • 2016-2020 Annual Statistical Reports (ASRs) • 2016-2020 customer meter usage separated by billing cycle and customer type • Recent population projections completed by the TOWN, Metropolitan Area Planning Commission (MAPC) and/or Department of Conservation and Recreation (DCR) • All demand projections for developments currently under review, anticipated and/or not yet constructed • TOWN's Master Plan and other reports/documents related to the potential future buildout scenarios and projected water demands ENGINEER shall provide the TOWN with a list of any additional information that may be required for this PROJECT. 2.1.2 ENGINEER shall review and evaluate the data provided by the TOWN. Data shall be compiled in tabular form. ENGINEER will provide a summary of the information and recommendations for next steps in a draft technical memorandum. 2.1.3 ENGINEER will meet with the TOWN to review the draft technical memorandum and finalize the document based on feedback from the TOWN. Final document will be provided to the TOWN in hard copy and electronic PDF format for the TOWN's use. 2.2 The following services listed in this section are not included as part of this PROJECT and are not paid for by the TOWN: 2.2.1 Preparation or review of environmental assessments and impact statements; review and evaluation of the effect on the design requirements of the Project of any such statements and documents prepared by others, and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the PROJECT. 2.2.2 Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by the TOWN. 2.2.3 Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, unexpected site conditions or westonandsampson.com Page 2 unanticipated hazardous materials, TOWN's schedule, character of construction or method of financing; and revising previously accepted studies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond ENGINEER's control. 2.2.4 Investigations and studies involving, but not limited to, detailed consideration of operations, maintenance and overhead expenses; during the course of design; the preparation of feasibility studies; cash flow and economic evaluations; rate schedules and appraisals; assistance in obtaining financing for the Project;evaluation processes available for licensing and assisting TOWN in obtaining process licensing;detailed quantity surveys of material,equipment and labor;and audits or inventories required in connection with construction performed by TOWN. 2.2.5 Services during out-of-town travel required of ENGINEER other than visits to the site or TOWN's office, as required under Article 2. 2.2.6 Preparing to serve or serving as a consultant or witness for TOWN in any litigation, arbitration or other legal or administrative proceeding involving the Project. 2.2.7 Protracted or extensive assistance in the utilization of any equipment or system. ARTICLE 3-RESPONSIBILITIES OF THE TOWN The TOWN,without cost to the ENGINEER, shall do the following in a timely manner so as not to delay the services of the ENGINEER: 3.1 Designate in writing a person to act as the TOWN 's representative with respect to work to be performed under this AGREEMENT,such person to have complete authority to transmit instructions,receive information, interpret and define the TOWN'S policies and decisions with respect to materials, equipment elements and systems pertinent to the work covered by this AGREEMENT. 3.2 Through its officials and other employees who have knowledge of pertinent conditions, confer with the ENGINEER regarding both general and special considerations relating to the PROJECT. 3.3 Assist the ENGINEER by placing at the disposal of the ENGINEER, all available information pertinent to the PROJECT including previous reports and any other data relative to design or construction of the PROJECT. 3.4 Pay all application and permit fees associated with approvals and permits from all governmental authorities having jurisdiction over the PROJECT and such approvals and consents from others as may be necessary for completion of the PROJECT. 3.5 Arrange for access to and make all provisions for the ENGINEER to enter upon public and private lands as required for the ENGINEER to perform its work under this AGREEMENT. 3.6 Furnish the ENGINEER all needed property, boundary and right-of-way maps. 3.7 Cooperate with and assist the ENGINEER in all additional work that is mutually agreed upon. 3.8 Pay the ENGINEER for work performed in accordance with the terms specified herein. 3.9 Provide all criteria and full information as to TOWN's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 3.10 Give prompt written notice to ENGINEER whenever TOWN observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER's services. ARTICLE 4-TIME OF PROJECT 4.1 The ENGINEER will initiate work under this AGREEMENT following formal acceptance of this AGREEMENT by the TOWN. The ENGINEER agrees to provide services under ARTICLE 2.1 for the estimated duration of work,starting within five (5) days upon receipt of a written Notice to Proceed and concluding within sixty (60) days upon receipt of the executed contract. Please note, work is anticipated to be completed within six (6) weeks upon receipt of all data requested from the TOWN. 4.2 If the specific periods of time for services provided under this AGREEMENT are changed through no fault of the ENGINEER, the rates and compensation provided for herein shall be subject to equitable adjustment. 4.3 If ENGINEER's services are delayed or suspended in whole or in part by the TOWN for more than three months through no fault of the ENGINEER, ENGINEER shall be entitled to an equitable adjustment of the rates and compensation to be paid herein. westonandsampson.com Weston ; ;� Page 3 ARTICLE 5- PAYMENTS TO THE ENGINEER 5.1 For services performed under ARTICLE 2.1,the TOWN agrees to pay the ENGINEER the lump sum fee of $18,300. Fees shall be billed monthly as they accrue based upon the services performed as a percent of the total lump sum fee. The TOWN agrees to make payment to the ENGINEER within thirty (30) days of the invoice date. 5.2 If the TOWN fails to make any payment due the ENGINEER for services and expenses within thirty (30) days after receipt of the ENGINEER'S statement therefore,the ENGINEER may,after giving seven (7)days' written notice to the TOWN, suspend services under this AGREEMENT. Unless the ENGINEER receives payment within seven (7) days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the ENGINEER shall have no liability to the TOWN for delay or damage caused the TOWN because of such suspension of services. If you agree with this proposal and wish to retain us to provide the proposed services, please execute the enclosed Town of North Andover Contract and provide us with a copy of the executed contract and associated purchase order as authorization to proceed with performance of the services. We are pleased to submit this offering and look forward to working with you on this project. Please feel free to contact me at 978-532-1900 or.mc-man-us'� sc it c.c.om if you have any questions or concerns. Sincerely, WESTON &SAMPSON ENGINEERS, INC. Tara E. McManus, PE Senior Associate Attachments/Enclosures: Town of North Andover Contract Documents; Weston &Sampson Fee Schedule and Certificate of Insurance cc: Rebecca Navarro, Project Engineer—Weston &Sampson PAMA\North Andover MA\Water Demand Evaluation\Contract\Cover Ur 08.23.2021.docx westonandsampson.com ton0