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HomeMy WebLinkAboutContract #: 1507 - From: 05-01-2022 To: 04-30-2025 - Motorola Solutions, Inc. - Police TOWN OF NORTH ANDOVER STANDARD SHORT FORM CONTRACT DOCUMENT CONTRACT NO: '5�v1 Contractor Legal Name: 1 Town Department Name: Motorola Solutions, Inc. Town of North Andover Contractor Address: Mailing Address: P.O. Sox 799 120 Main Street Sutton, MA 01590 North Andover, MA 01845 Contractor Vendor ID: Rate(if applicable): 7866 Not to exceed N/A Contract start date: Contract End Date: May 1, 2022 April 30, 2025 Description of Scope(Attach support documentation) Purchase of two-way radio equipment and supplies and other police equipment supplies and services per Massachusetts State Contract PSE01 which terms and conditions are incorporated herein. 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 S Y�I THE NORTH ANDOVER STANDARD CONTRACT GENERAL CONDITIONS Fin a Director: Departmen d- Contractor: Signatur Signature 47, Signature Title: Area Sales Manager Date: Date: Date: 5/19/2022 Town Manager: Town Counsel: SignaPre Signature Date: Date: TOWN OF NORTH ANDOVER STANDARD CONTRACT GENERAL CONDITIONS' Article 1. 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 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 1 These Standard Contract General Conditions apply to contracts procured pursuant to M.G.L. c. 30B or for exempt good and services. 1 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 VIIL 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 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 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 in any manner to any such employee. Article XIL 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. 2 Article XIIl. 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 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 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. Governin2 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. 3 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 7Y1-i.c -a-e e AktA i-d.a-m Date 5/19/2022 Michael Sheridan/Area Sales Manager Motorola Solutions, Inc. Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A(b), I Michael Sheridan , authorized signatory for Motorola Solutions, Inc. Name of individual Name of contractor do hereby certify under the pains and penalties of perjury that said contractor has complied with all laws of the Commonwealth of Massachusetts, and the Town of North Andover, relating to taxes, permit or other fees, reporting of employees and contractors, and withholding and remitting child support. mi- Akt", n 5/19/2022 Signature Date 4 SOP E-75 DELEGATION OF AUTHORITY I, Jim Mears, Senior Vice President of Motorola Solutions, Inc. ("Company"), North America Government Sales ("Division") do hereby delegate my authority to approve and execute in the name of and on behalf of the Company and Motorola Solutions Canada Inc. ("MSCI") contract documents (pursuant to Company policy), to the below named and titled individuals with the following dollar and other limitations as specified and explicitly set out below. Delegation to approve and execute the following Contract documents: Customer purchase and sale contracts, contract modifications, bids, proposals, bidder list applications, certifications, software licenses, non-disclosure agreements relating to customer sales opportunities, teaming agreements relating to customer sales opportunities, lobbyist agreements, subcontractor documents and other contract documents related to North America direct government sales on behalf of the Company or Motorola Solutions Canada Inc. Region: To: Value: North America Michael Sheridan $1,000,000 Area Sales Manager This Delegation of Authority granted herein shall not be delegable or assignable to any other person and shall expire on February 14, 2023. The authority delegated to the above-named individuals is in addition to the authority such individuals may have to approve and execute contract documents as an officer of the Company. This Delegation can be revoked by me at any time and will automatically expire for any named and titled individual if he or she ceases to be an employee of the Company or if he or she is assigned a different position within the Company. If a named individual is assigned a different position within the Company, the named successor is automatically given the designated authority unless a letter is provided stating otherwise. IN WITNESS WHEREOF, I have executed this delegation of authority as of February 15, 2022. Jim Mears Senior Vice President, North America Government Sales Motorola Solutions, Inc. CERTIFICATE OF ASSISTANT SECRETARY MOTOROLA SOLUTIONS,INC. The undersigned certifies that he or she is a duly appointed Assistant Secretary of Motorola Solutions, Inc. (the "Company"), a corporation duly organized and existing under the laws of the State of Delaware, and that, as such, he or she is authorized to execute this Certificate on behalf of the Company,and further certifies that: 1. At a meeting of the Board of Directors of the Company held on May 18, 2021 at which a quorum was present and acting throughout, the following resolutions were duly adopted, effective May 18, 2021, have not been amended, and are in full force and effect on the date hereof: RESOLVED, that all Senior Vice Presidents be, and each one of them is, authorized to sign and execute all agreements, contracts, bids, proposals, deeds, assignments, powers of attorney, performance guarantees, performance guarantee undertakings, instruments, documents, claims, including claims against the United States, and certifications of such claims, in the ordinary course of business of the Company and related to his or her work as a Senior Vice President of one of the Company's businesses, groups or corporate departments, all of which are collectively referred to as "Documents",provided that this authority does not extend to: a. Documents having a value in excess of$50 million in the aggregate over the term of the arrangement; 2 b. Documents related to: (i) acquisitions, divestures, joint ventures and equity investments, (ii) outsourcing arrangements, (iii) customer financing extending more than 364 days, (iv) capital expenditures, (v) lease commitments, (vi) agreements and compensatory arrangements applicable to Motorola Solutions Appointed Vice Presidents and above, (vii) litigation and legal claims, (viii) appointing agents and attorneys-in-fact to represent the Company before any customs agency, (ix) financial guarantees, financial surety agreements and financial guarantee undertakings, (x) opening bank accounts,(xi) establishing borrowing relationships on behalf of the Company, and(xii)voting or otherwise dealing with securities owned by the Company. Authority for such Documents is found in the specific resolutions below. RESOLVED, that the Board has adopted specific resolutions authorizing the signing and execution by Senior Vice Presidents of Documents related to procurement arrangements. Authority for such Documents is found in the specific resolutions below. The officers named above are authorized to delegate this signature authority in writing to others. 2. The following person is a duly qualified and acting officer of the Company and has been duly elected to the office set forth opposite his or her name: Name Title Jim Mears Senior Vice President IN WITNESS WHEREOF,I have executed this Certificate as of this 29`h day of March ,2022. -7 °A9 Sol. Nick Frattini �p •�p0/�• Assistant Secretary •'O '•. 1973 Gala ate MOTOROLA SOLUTIONS Motorola Solutions, Inc. 500 W. Monroe, Floors 37-44 Chicago, Illinois 60661 Effective: January 18, 2022 Executive Committee Gregory Q. Brown Chairman and Chief Executive Officer Jason J. Winkler Executive Vice President and Chief Financial Officer Mark S. Hacker Executive Vice President, General Counsel & Chief Administrative Officer John P. Molloy Executive Vice President and Chief Operating Officer Raj an S. Naik Senior Vice President, Strategy&Ventures Daniel G. Pekofske Corporate Vice President and Chief Accounting Officer Mahesh Saptharishi Executive Vice President &Chief Technology Officer Cynthia Yazdi Senior Vice President, Chief of Staff, Communications & Brand and Motorola Solutions Foundation Board of Directors Gregory Q. Brown (Chairman) Kenneth D. Denman Egon P. Durban Ayanna M. Howard Clayton M. Jones Judy C. Lewent Gregory K. Mondre Joseph M. Tucci