HomeMy WebLinkAboutContract #: 1463 - From: 09-01-2021 To: 08-31-2022 - EPlus Technoligies, Inc - IT DocuSign Envelope ID:859029A1-ll26-4F26-9283-5BD6F7ED1D2D
TOWN OF NORTH ANDOVER
STANDARD SHORT FORM CONTRACT DOCUMENT
CONTRACT NO:
�f
Contractor Legal Name: Town Department Name:
EPlus _k L41 Y1U J 0 q+ V)JG Town of North Andover
Contractor Address: Mailing Address:
690 Canton Street,Suite 214 120 Main Street
Westwood,MA 02090 North Andover,MA 01845
Contractor Vendor ID: Rate(if applicable):
10860 Not to exceed$58000.87
Contract start date: Contract End Date:
September 1,2021 August 31,2022
Description of Scope(Attach support documentation):Per attached quote.This order is placed under Statewide
Contract ITT72.The Commonwealth and the Vendor agree that any language contained or referenced in the
Vendor's bid response which conflicts with,or has the effect of deleting,replacing,or modifying any term of the
ITT72 RFR(COMMBUYS Bid#BD-20-1080-OSD03-SRCO1A7537)shall be interpreted as superseded by the
language of the ITT72 RFR unless specifically agreed to by OSD in writing.Language contained in Vendor
response documents or documents which require customer acceptance,such as click-through agreements,which
imposes any obligation on customers beyond those contained in the ITT72 RFR is rejected unless specifically
agreed to by OSD in writing.
Contract Signatures:
Approved as to the availability of ALL REQUIRED DOCUMENTS AGREES TO PROVIDE THE
appropriations ATTACHED GOODS OR SERVICES AS
INDICATED IN ACCORDANCE
In the amount of WITH THESE CONTRACT
DOCUMENTS AS DEFINED IN
THE NORTH ANDOVER
STANDARD CONTRACT
GENERAL CONDITIONS
Fi ce Director Department Head: Contractor: ePl us Technolog , inc.
Signatur Signature Signature
Title: 5 V P
Date: Date: 271 Date:
Town Manager: Town Counsel:
Signature Signature
Date: Date: 2/
DocuSign Envelope ID:859029A1-1126-41F26-9283-51BD6HED1D21D
I
TOWN OF NORTH ANDOVER
STANDARD CONTRACT GENERAL CONDITIONS'
Article I. Defluition 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 H.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 III.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 VI. 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 of tangible 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 Town 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 Contractor harmless from any claims,losses arising out
of any use or changes to the Materials by the Town or its representatives during any other construction not a part of
this contract. The Contractor shall not use such materials for any purposes other than the purpose of this Contract
r These Standard Contract General Conditions apply to contracts procured pursuant to M.G.L.c.30B or for exempt
good and services.
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DocuSign Envelope ID:859029A1-1 l26-4F26-9283-5BD6F7ED1D2D
without prior written consent of the Town.
Article VII. Release of Town,_ The Contractor agrees that acceptance of what the Town 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 Town and all of its
officers,agents and employees,with counsel acceptable to the Town,from all suits,claims,demands,losses and
liabilities brought against them or based upon or arising out of any act or omission of the Contractor,its agents,
officers,employees,or subcontractors in any way connected to this Agreement. The Contractor agrees that it shall
be solely responsible for the conduct,health,and safety of its employees during the term of this contract and shall
hold the Town harmless for any injuries,damages or losses incurred by its employees while working on this project.
The Contractor's agreement to indemnify the Town shall not be deemed to be released,waived or modified in any
respect by reason of any surety or insurance provided by the Contractor under the Agreement.
Article 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
pro final 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 X1. Relationship with the Town: All services to be performed under the terms of this contract will be
rendered by the Contractor as an independent Contractor. None of the terms of this contract shall create a principle-
agent,master-servant or employer-employee relationship between the Town and the Contractor. The Contractor
shall have no capacity to bind the Town in any contract nor to incur liability on the part of the Town and if the
Contractor employs or proposes to employ any person during the term of this contract,the employment or proposal
shall not obligate the Town iii 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.O.L.c. 149,s. I5I 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.
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Article X11I. 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 XIV. Termination of AEreement: 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 Town 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 shalt be brought in a state or federal court
in the County of Essex,Commonwealth of Massachusetts,which shall have exclusive jurisdiction thereof.
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DocuSign Envelope ID:DA429B4F-DOE8-4A1A-8D5F-68AC05978DEC
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.
DDocuw'5' �igned by:
Es
lw Iw' 8/30/2021
Signature 73907743227F477... Date
Steve Mencarini SVP
ePlus Technology, inc.
Print Name&Title Company Name
CERTIFICATE OF TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b),I
Steve Mencarini ePlus Technology, inc.
authorized signatory for
Nance 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.
D by:
EMoculignel
8/30/2021
73227F477...
Signature Date
4
SECRETARY'S CERTIFICATION
1, on McLaughlin, Assistant Secretary of ePlus Technology, inc., a Virginia corporation (the
"Corporation"), do hereby certify that the attached are true and complete Resolutions which were
UNANIMOUSLY ADOPTED by the Board of Directors of the Corporation on the 16'day of December
2020, and that such Resolutions have not been amended or modified, and continue to be in full force and
effect as of this date.
The undersigned further certifies that Steven J. Mencarini now holds the office of Senior Vice President,
and that he has held this office since 2008.
IN WITNESS HEREOF,the undersigned has affixed his signature this day of September,202 1.
Assistant Secretary
(Corporate Seal)
(1-S.)
Commonwealth of Virginia
County of Fairfax
Personally appeared before me on the day of September,2021,Don McLaughlin,Assistant Secretary,
of ePlus Technology, inc. and made the oath that the attached is a true copy from the records ofthe
corporation.
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DocuSign Envelope ID:B2FC08D3-B740-48A3-9BF1-575416A6A41 D
ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF EPLUS TECHNOLOGY,INC.
Each of the undersigned members of the Board of Directors of ePlus Technology, inc., a
Virginia corporation (the "Corporation"), hereby executes the following action by
unanimous written consent and directs that this unanimous written consent be filed with
the minutes of the Board of Directors of ePlus Technology, inc. (the "Board of
Directors").
WHEREAS, pursuant to applicable law and in accordance with the Certificate of
Incorporation and the Bylaws of ePlus Technology, inc., the Board of Directors has
determined to appoint certain individuals as officers of the Corporation;
RESOLVED, that Board of Directors hereby appoints Mark P. Marron as Chief
Executive Officer of the Corporation.
RESOLVED FURTHER, that the Board of Directors hereby appoints as officers the
below individuals as shown:
Mark P. Marron.,.................................................................Chief Executive Officer
DarrenS. Raiguel..................................m.................................................... t
Steven J.Mencarini.................................................................Senior Vice President
Elaine D.Madon...........................................Chief Financial Officer and Treasurer
Erica S. Stoecker.......................................Secretary and Chief Compliance Officer
Kleyton L. Parkhurst..............................Sr. Vice President and Assistant Secretary
Amanda C. Dupree......................................................................Assigant Secretary
Don McLaughlin.........................................................................Assistant Secretary
KelseyCodde..............................................................................Assistant Secretary
RESOLVED FURTHER, that the appropriate officers of the Corporation and each of
them acting singly, be and hereby are, authorized, empowered, and directed to take any
and all actions and to execute, deliver, and file any and all agreements, instruments, and
documents as the officer or officers so acting shall determine to be necessary or
appropriate to consummate the transactions contemplated by the foregoing resolutions,
the taking of such action to be conclusive evidence that the same was deemed necessary
or appropriate and was authorized thereby.
RESOLVED FURTHER, that the above officers of the Corporation, be and hereby are,
authorized and empowered to open and close bank accounts, as and if so authorized by
the Corporation's Authority Matrix in effect at the time.
DocuSign Envelope ID:B2FC08D3-B740-48A3-9BF1-575416A6A41D
ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF EPLUS TECHNOLOGY, INC.
Each of the undersigned members of the Board of Directors of ePlus Technology, inc., a
Virginia corporation (the "Corporation"), hereby executes the following action by
unanimous written consent and directs that this unanimous written consent be filed with
the minutes of the Board of Directors of ePlus Technology, inc. (the "Board of
Directors").
WHEREAS, pursuant to applicable law and in accordance with the Certificate of
Incorporation and the Bylaws of ePlus Technology, inc., the Board of Directors has
determined to appoint certain individuals as officers of the Corporation;
RESOLVED, that Board of Directors hereby appoints Mark P. Marron as Chief
Executive Officer of the Corporation.
RESOLVED FURTHER, that the Board of Directors hereby appoints as officers the
below individuals as shown:
Mark P. Marron...................................................................Chief Executive Officer
Darren S. Raiguel........................................................................................President
Steven J. Mencarini.................................................................Senior Vice President
Elaine D. Marion...........................................Chief Financial Officer and Treasurer
Erica S. Stoecker.......................................Secretary and Chief Compliance Officer
Kleyton L. Parkhurst..............................Sr. Vice President and Assistant Secretary
Amanda C. Dupree......................................................................Assistant Secretary
Don McLaughlin.........................................................................Assistant Secretary
Kelsey Codde..............................................................................Assistant Secretary
RESOLVED FURTHER, that the appropriate officers of the Corporation and each of
them acting singly, be and hereby are, authorized, empowered, and directed to take any
and all actions and to execute, deliver, and file any and all agreements, instruments, and
documents as the officer or officers so acting shall determine to be necessary or
appropriate to consummate the transactions contemplated by the foregoing resolutions,
the taking of such action to be conclusive evidence that the same was deemed necessary
or appropriate and was authorized thereby.
RESOLVED FURTHER, that the above officers of the Corporation, be and hereby are,
authorized and empowered to open and close bank accounts, as and if so authorized by
the Corporation's Authority Matrix in effect at the time.
DocuSign Envelope ID:B2FC08D3-B740-48A3-9BF1-575416A6A41D
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of
Directors of ePlus Technology, inc., have executed this unanimous written consent, to be
effective as of December 16, 2020.
FDocuSigned by:
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ar�CB'�141�"ar"ron
—DocuSigned by:
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Page I of 2
Customer Name:TOWN OF NORTH Sales Support Contact: is Gavlak Customer PO No:
+ ANDOVER Sales Support Phone.,603-263-3506 Order NO:
Quote No:22688665 Sales Support Email,rgaviak@eplus.com Expiration Date:OW512021.
Quote Name,Smartnet Quote+10% Account Executive:LISA OVALLES
e. Quotation Date: 06/0612021 Account Executive Phone:781-615-1318
ePlus Account Executive Email:lovafles@eplus.com
External Notes: Quoted support services are non lab for any reason and Y411 be provided in accordance with the applicable ePlus/OEM service
description.At the end of term customer is responsible for affi.rmatmly renew4ng the services in order to ensure continuous coverage,
Customer agrees that ePlus may install a VP N router and/or hardware if necessary for the pefformance of monitoring responsibilities as
oufflned in an applicable Service DewAption,On expiration or disciontinuation of serArAs customer must arrange for safe return at its
expense of all hardware and software W sPlus within fourteen('14)days.Customer agrees to pay for any item not returned on time at its
placement value.
Una No. Part Nun,ber MFG DescriptiortfUne Notes QTY Unit Price Ext.Price
2W 0 AN
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-CEE)
W_ CON-FC-1-2018277 4 CISCO ENHAN NTENANCE SUPPORT 58'-000-87'-2 1
Line Hots:
58.000.87
Tax(USD): TEID if Applicable
Sub Total(USD): 58,000.87
Shp&Hnd(1.130): 0.00
tit 1-flop-,
L- Total(U30), 68,000.87
All orders are governed by your organ"tion's signed agreement with ePIus or applicable pub'Ile sector contract; If there is no such agreement the Customer Terms and Conditions for
Products and/or Services located at www,eP[us.com govern.No additional or contrary terms in a purchase order she!'apply,and al"lus'perfor-nanos shall not be deemed acceptance of
any preprinted PO terms. Use of software, subscription services or other products resold by ePlus is subject to manufacturer/publisher end user agreements or subscription terms.Any
periodic payment obligations for specific offerings,along Wth customer4ncurred overages,consumption fises,add-ons,quantity adjustments and automatic renewals are non-cancelable
for any reason except by public sector customers required by law to terminate due to non-appropriation of funds.
Thank you for your inquiry. Recent US gout tariffs on certain imports are causing price increases for many IT products.with little or no notice,and beyond ePlus'control.As a result,this
quote Is subject to change vftout notlM even before the expiration date reflected above.Please confirm pricing prior too placiament. Unless freight amount is indicated,or is zero,
freight ill be added to the invoice, Unless Bill-To company is exempt from Sales Tax,it will be added to the invoice. Recognizing that the global pandernic has disrupted operations for
many organizations,ePlus will ship products for delivery in accordance with custom ei's written ship-to instructions and products will be deemed delivered notwithstanding any failure of
customer personnel to sign for receipt due to facility closing or otherwise.
Customer Acceptance Bill To Ship To
Signature: TOWN OF NORTH ANDOVER TOWN OF NORTH ANDS
Name; 120 MAIN STREE T 120 MAIN STREET
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