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HomeMy WebLinkAboutContract #: 1537 - From: 07-01-2022 To: 06-30-2025 - Petdata - Town Clerk TOWN OF NORTH ANDOVER STANDARD SHORT FORM CONTRACT DOCUMENT CONTRACT NO: Contractor Legal Name: Town Department Name: Pet Data. Town of North Andover Mailing Address: Mailing Address: 8585 N. Stemmons Freeway,Suite 1100N 120 in Street Dallas,TX 75247 North Andover,MA 01845 Contractor Vendor ID: Rate(il'applicable): 23461 See Exhibit B Not to exceed amount: N/A Contract start date: Contract l-,nd Date: July 1,2022 June 30,2025 Description of Scope(Attach support documentation) Animal licensing services per the attached Exhibit A and 13. 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 A[Fia ce Director: Department Head: Contractor: k 0,.�IIUXt LA� I '-?, Ka— Signature Signature SigmItUrc Title: Datc:. 1 Date: kt Date: Town Manager: Town Counsel: Si n1a Signature t'. d; Date: TOWN Olr NoRnt ANDOVER STANDARD CONTRACT GEN1;RAL CONDITIONS' Article 1. Definition of Terms: The following terms in these Contract Documents shall be construed as follows: 1."Town"shal l 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 111.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'fown 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'1'own 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'rown.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'fown. 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 contact. 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 Vlll. 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 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 Contact 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 XIII. 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 la 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'rown may terminate this agreement without cause at any time,effective seven days beyond a termination date slated 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. 3 CERTIFICATIONS CERTIFICATE OF The undersigned certifies under penalties ofperjury that our bid orproposal 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. SignatureDate � g ?to� e,;e,,� N."t 0 c.,4 Print Narne&Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant{o Chapter 62Cof the Massachusetts General Laws, uthorizud signatory for 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 ofNorth Andover, relating to taxes,permit or other fees, reporting of employees and contractors,and withholding and remitting child support. Signature Date 4 CERTIFICATE OF VOTE A1u duly authorized meeting the Board of Directors nfthe --- held on it was VOTED,THAT (Name) (Officer) of he and hereby im authorized 10 execute contracts and bonds inthe numo and nn behalf ofauid J D,J A. , and offisits corporate seal hereto;and such execution of any contract orobligation in the numo of on its behalf hy such officer under seal of shall he valid and binding upon l honcbv certify that / um the clerk nf the above named and that is the duly elected officer as above of said and that the uhnvo vote has not been amended or rescinded and remains in full force and effect as the date ofthis contract. EXHIBIT A Description of Set-vices This exhibit is attached to and a part of the above and foregoing Agreement for Animal Licensing Services (Agreement). Terms used in this exhibit that are not defined in this exhibit but which are defined elsewhere in the Agreement sliall have the respective meanings given to them in the other provisions of the Agreement. In the event of any conflict between any of the provisions of this exhibit and the other provisions of the Agreement,the other provisions of the Agreement shall control. CONTRACTOR'S SYSTEM TOWN acknowledges that CONTRACTOR has developed and coordinated proprietary means and methods of performing the Services and related know-how, skills, and property (collectively, the "System").The System includes, among other items, an interactive website, databases, software, and related items. The System is special and unique to CONTRACTOR and has been developed by CONTRACTOR at great cost and expense to CONTRACTOR. TOWN acknowledges that TOWN is not acquiring any rights in or to the System,and that the System is and will remain the sole and exclusive property of CONTRACTOR.TOWN further acknowledges and agrees that any information that TOWN obtains related to the use, formulation or operation of the System that is not generally known is CONFIDENTIAL,may only be used by TOWN for the limited purposes described in this Agreement, and may not be disclosed to any third parties except as may be required under applicable law or with CONTRACTOR's prior, express written consent in CONTRACTOR's sole discretion. Upon the termination of this Agreement,any information and materials, in whatever media or format, related to the System that TOWN has in its possession will be returned to CONTRACTOR or destroyed at CONTRACTOR's option.TOWN agrees that it will not attempt to discover,duplicate,or replicate the System in any manner. COVENANTS REGARDING DATA CONTRACTOR agrees that it will not,without TOWN's consent,use personal data collected on behalf of TOWN other than for the performance of the Services or other uses permitted by this Agreement or under applicable law. Further, CONTRACTOR agrees that it will not sell,or intentionally transfer or release,to any third party personal data that CONTRACTOR has collected in performing the Services, except as may otherwise be required by this Agreement or applicable law, and that it will take commercially reasonable measures to prevent the unauthorized release of any such third party personal data. Upon the termination of this Agreement,CONTRACTOR agrees to return or transfer to TOWN, in a mutually acceptable format, all animal licensing data maintained by CONTRACTOR under this Agreement within 15 business days after CONTRACTOR has received all sums due CONTRACTOR under this Agreement. CONTRACTOR RESPONSIBILITIES 1. Process License Applications A. Receive and process animal license applications through the mail. B. Provide online licensing and process applications initiated through CONTRACTOR's website. C. Enter new and renewal license applications into CONTRACTOR's proprietary database. D. Deposit,or transmit for deposit, all receipts collected for license fees, with the exception of those payments made via credit card,into a Bank Account. E. Mail license tags within 10 business days after receipt of payment and complete documentation as required by local ordinance and/or TOWN policy. F. Update license information in CONTRACTOR'S database and issue replacement tags as needed. G. If CONTRACTOR collects any payments due TOWN from Licensees via credit card transactions that are paid to CONTRACTOR, those payments will be deposited, or transmitted for deposit, into a Bank Account within 15 business days after the end of the calendar month in which collected. 2. Mail License Notices A. Mail renewal and reminder notices for expiring animal licenses. Renewal notices will be mailed in the month prior to the license expiration date, or as otherwise agreed upon between CONTRACTOR and TOWN. B. Mail billing notices to pet owners who have vaccinated a pet against rabies but have not licensed,if TOWN collects rabies vaccination reports from veterinarians. 3. Customer Service for Licensing Program A. Provide customer service to pet owners via phone,email and mail,and respond to requests in a timely fashion. B. Provide customer service to TOWN staff, and respond to TOWN requests in a timely fashion. C. Provide online access to licensing data to appropriate personnel via CONTRACTOR's proprietary website,at no additional charge. 4. Manage Reports from Authorized Registrars and Veterinary Clinics A. Process and enter license sales records from any registrars and veterinary clinics authorized to sell animal licenses. 1) Track tag inventories at all authorized registrars,and reconcile reports. 2) Invoice authorized registrars for licenses sold as needed B. Process and enter rabies vaccination records from local veterinary clinics if rabies reporting is required by TOWN. C. Follow up with delinquent clinics and registrars and report delinquent clinics and registrars to TOWN as needed. 5. Provide veterinarians and other authorized registrars with reasonable quantities of supplies (reporting forms, applications or vaccination certificates, citizen mailing envelopes, etc.) necessary to sell license tags and/or report rabies vaccinations to CONTRACTOR. Supplies are to be printed in one color with the design and layout to be determined by CONTRACTOR. 6. Reporting to TOWN A. Send reports to TOWN within 15 business days after the end of each month including the number of licenses sold at each location. B. Provide statistical reports to TOWN as requested within a timely manner. Depending on the information requested,CONTRACTOR can provide most reports within five business days. C. Process donations on behalf of TOWN when a donation is made with the purchase of a license,if TOWN requests donations be collected. D. Provide an online tag search to the public if TOWN wishes to have CONTRACTOR's online tag search enabled. TOWN RESPONSIBILITIES 1. Purchase license tags to CONTRACTOR's specifications and ship them to CONTRACTOR. CONTRACTOR recommends that tags be shipped directly from tag vendor to CONTRACTOR to reduce shipping costs. 2. Report TO WN license sales electronically or by mail at least monthly by the loth calendar day of the month for the prior month's sales. 3. Give CONTRACTOR at least 60 days'notice of license fee or ordinance changes. 4. Respond to CONTRACTOR inquiries in a timely fashion. 5. Provide feedback to CONTRACTOR regarding program and customer matters. 6. if TOWN requests that CONTRACTOR utilize specific supplies in connection with the performance of the Services,such as,for example,forms, brochures,or rabies books,TOWN will provide those supplies to CONTRACTOR without charge. EXHIBIT B Description of Compensation and Terms 1. BANK ACCOUNTS Licensing fees and any other amounts that are collected by CONTRACTOR for the benefit of TOWN under this Agreement will be deposited into an account of the following type that is from time to time designated by TOWN(a`Bank Account"): A. An account established and maintained by TOWN in its name at a bank or other financial institution(a"TOWN Account"). TOWN will initially designate Bank Account to be utilized hereunder in a notice that TOWN will deliver to CONTRACTOR during the Transition Phase in accordance with Section 11. TOWN may thereafter change the designation ofthe type of Bank Account to be utilized hereunder from time to time upon notice to CONTRACTOR,and CONTRACTOR will have a reasonable time in order to effect any such requested change.TOWN will reimburse CONTRACTOR for all out-of-pocket expenses incurred by CONTRACTOR in connection with any change in the type of Bank Account utilized hereunder. 2. COMPENSATION TO CONTRACTOR In consideration of the Services,CONTRACTOR shall be entitled to the following compensation: A. Basic Fees. TOWN shall pay to CONTRACTOR the following fees for all animal licenses issued during the term of this Agreement,regardless of whether they are issued by TOWN,CONTRACTOR,veterinarians,or any other persons: 1) $4.25 for each one-year license or replacement tag and for the first year for each multi- year license(which amount is subject to adjustment as provided below). 2) $2.00 for each additional year after the first year for each multi-year license. 3) $2.50 collection service fee for each late fee,if any,paid by a Licensee during the term of this Agreement. An animal license will be considered"issued"for purposes of this Agreement regardless of the means, method,program,process,or agency used for the issuance or registration of the license,and whether or not a fee or other consideration is charged or received by the TOWN for the license.Without limiting the generality of the foregoing,an animal license that is donated or issued free of charge by the TOWN or that is issued as part of a bundling of TOWN services or programs will be considered"issued"for purposes of this Agreement. Further, any animal license that is processed by CONTRACTOR for TOWN during the term of this Agreement will be considered"issued"for purposes of this Agreement, whether or not the license was or is actually issued or delivered before,during,or after the term of this Agreement,provided the license is issued within 30 days of tile termination of this agreement. Notwithstanding the preceding provisions of this Section GA,the parties agree that CONTRACTOR's minimum aggregate fees under this Section GA are$6,000.00 per calendar year. As used in this Agreement,the teen"Licensee"refers to any person who applies for an animal license to be issued by or on behalf of TOWN. B. Additional Service Fees or Costs. The following fees or cost reimbursements will apply to the extent that the corresponding services described below are requested by TOWN: 1) Cost of Bank Account. TOWN will be responsible for all out-of-pocket costs related to any Bank Account.TOWN will reimburse CONTRACTOR on a monthly basis for any out-of-pocket costs for a Bank Account that are paid by CONTRACTOR.TOWN may request copies of the bank statements for a Maintained Account at any time and CONTRACTOR will provide available bank statements for that Maintained Account within five business days after a request is received by CONTRACTOR. 2) Bank Deposit Mailing Fees. If TOWN requires CONTRACTOR to deposit money into a TOWN Account other than at a branch located in the TOWN where CONTRACTOR's principal office is located,CONTRACTOR may make any deposit to that TOWN Account by means of any form of U.S. Mail or overnight delivery service,and the actual cost to transmit the deposits to the required bank location will be borne by TOWN and included in invoices submitted to TOWN for the Services. 3) Postal Box/Mail Forwarding Fee. If TOWN requests CONTRACTOR to establish a local post office box for mail collection and forwarding,TOWN will pay or reimburse CONTRACTOR for the actual costs of mail box rental,mail forwarding and postage fees. 4) Supply Fee. If TOWN requests changes to supplies or notices that it has previously approved, including but not limited to fee or program changes, TOWN will be responsible for the actual costs associated with changing, replacing or discontinuing the use of the previously approved supplies.If TOWN terminates this Agreement for any reason other than for cause,TOWN will remain responsible for the actual cost of supplies purchased on its behalf. 5) Lock Box Fees. IfTOWN utilizes a lockbox,the actual fees and costs associated with the lockbox, including the cost to forward mail to CONTRACTOR from a lockbox, shall be borne solely by TOWN. C. Charges to Licensees. TOWN agrees that CONTRACTOR may charge and collect the following fees directly from Licensees, and CONTRACTOR shall be entitled to retain any such fees so collected as part of CONTRACTOR's compensation under this Agreement,except as otherwise provided below: 1) $2.00 for each on-line transaction engaged in by a Licensee. 2) CONTRACTOR may charge a fee to a Licensee of no more than$25.00(or, if lower, the maximum amount permitted by applicable law from time to time in effect)for each check or other payment from that Licensee that is returned uncollected for any reason. Any such returned item fee related to a Maintained Account that is actually collected shall be deposited into the Maintained Account and shall be for the benefit of TOWN; otherwise the fee shall be retained by CONTRACTOR. 3. PAYMENTS A. TOWN Account Used. If and for so long as a TOWN Account is utilized hereunder, the following provisions shall apply(and the provisions of Section 913 shall be inapplicable): Within 15 business days after the end of each calendar month,CONTRACTOR will submit to TOWN an invoice with supporting documentation for the compensation due CONTRACTOR under this Agreement for that calendar month. TOWN will pay CONTRACTOR the invoiced amount by means of check,ACH payment or other form of payment acceptable to CONTRACTOR within 30 days after the date CONTRACTOR submits the invoice to TOWN. Invoices that are not timely paid will, at CONTRACTOR's option, bear interest from the 30th day after the date that CONTRACTOR submits the invoice to TOWN until paid at a rate equal to the lesser of(i) 18%per annum or(ii)the maximum annual rate of interest permitted from time to time under applicable law(or if those rates are the same, then at the rate determined under either clause). Invoices will be submitted electronically to the e-mail address that TOWN shalt from time to time provide CONTRACTOR for the submission of invoices or in such other manner as TOWN may from time to time request in writing to CONTRACTOR and that is acceptable to CONTRACTOR. C. Direct Collections by TOWN. If TOWN collects any animal license fee or any other amount that is subject to this Agreement directly from a Licensee, veterinarian or other source, other than CONTRACTOR, TOWN may retain the amount. TOWN shall report the amount so collected to CONTRACTOR in accordance with Section 8B so that the fee(s)due CONTRACTOR hereunder with respect to the amount collected by TOWN may be determined and paid in accordance with this Agreement. 4. TERM The initial term of this Agreement will commence on July 1,2022 and will expire at the close of business on June 30,2025, unless this Agreement is sooner terminated in accordance with other provisions of this Agreement, Two additional 12-month renewal options, at this Agreement's rate as outlined in Section 6,may be exercised based on the mutual acceptance of CONRACTOR and TOWN. 5. NOTICES Notices to CONTRACTOR shall be addressed as follows: Chris Richey,President PetData,Inc. P.O.Box 141929 (if mailed) h•ving,Texas 75014-1929 8585 N Stemmons Fwy,Suite 110ON (if delivered) Dallas,Texas 75247 214-821-3106 (facsimile) Any such notice shall be effective(a)if delivered personally or by courier,when received,(b)if sent by overnight courier, when received, (c) if mailed, on the second business day after being mailed as described above,and(d)if sent by confirmed(either personal or machine)written telecommunication, when dispatched. Any party may change any of its contact information for notices upon not less than ten (10) days' prior notice to the other party in accordance with this Section. The provisions of this Section shall not govern the means of submission of invoices by CONTRACTOR to TOWN under this Agreement.