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HomeMy WebLinkAboutContract #: 1564 - From: 11-07-2022 To: 02-24-2023 - Stantec Consulting Services - Community Development AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES BETWEEN THE TOWN OF NORTH ANDOVER, MASSACHUSETTS AND STANTEC CONSULTING SERVICES, INC. FOR NORTH ANDOVER RAIL TRAIL THIS AGREEMENT made this V_day of November, 2022 between Stantec Consulting Services, Inc., a New York corporation with a usual place of business at 45 Blue Sky Drive, 3`d Floor, Burlington, MA 01803,hereinafter called the"ENGINEER," and the Town of North Andover, MA, acting by its Board of Selectmen,with a usual place of business at 120 Main Street, North Andover, MA 01845 hereinafter called the "TOWN". The ENGINEER and the TOWN, for the consideration hereinafter named, agree as follows: 1. Scope of Work The ENGINEER shall perform the work set forth in the Scope of Services attached hereto as Exhibit A. 2. Contract Price The TOWN shall pay the ENGINEER for services rendered in the performance of this Agreement a lump sum of$12,620.00, subject to any additions and deductions provided for herein at the hourly rates set forth in Exhibit A. The amount to be paid to the ENGINEER shall not exceed $12,640.00 without the prior written consent of the TOWN. 3. Commencement and Completion of Work A. This Agreement shall commence on November 7, 2022 and shall expire on February 24, 2023, unless terminated sooner in accordance with this Agreement. B. Progress and Completion: ENGINEER shall commence work promptly upon execution of this Agreement and shall prosecute and complete the work regularly, diligently and uninterruptedly at such a rate of progress as will insure completion in a timely manner. 4. Performance of the Work The ENGINEER shall supervise and direct the Work, using his skills and attention, which shall not be less than such state of skill and attention generally rendered by the engineering/design profession for projects similar to the Project in scope, difficulty and location. A. Responsibility for the Work: (1) The ENGINEER shall be responsible to the TOWN for the acts and omissions of his employees, subcontractors and their agents and employees. Consistent with the standard of care referenced above, the ENGINEER shall be responsible for the professional and technical accuracy for all work or services furnished by him or his consultants and subcontractors. The ENGINEER shall perform his work under this Agreement in such a competent and professional manner that detail checking and reviewing by the TOWN shall not be necessary. (2) The ENGINEER shall not employ additional consultants, nor sublet, assign or transfer any part of his services or obligations under this Agreement without the prior approval and written consent of the TOWN. Such written consent shall not in any way relieve the ENGINEER from his responsibility for the professional and technical accuracy for the work or services furnished under this Agreement. (3) All consultants must be registered and licensed in their respective disciplines if registration and licensor are required under the applicable provisions of Massachusetts law. (4) The ENGINEER and all consultants and subcontractors shall conform their work and services to any guidelines, standards and regulations of any governmental authority applicable to the type of work or services covered by this Agreement. (5) The ENGINEER shall not be relieved from its obligations to perform the work in accordance with the requirements of this Agreement either by the activities or duties of the TOWN in its administration of the Agreement, or by inspections, tests or approvals required or performed by persons other than the ENGINEER. (6) Neither the TOWN's review, approval or acceptance of, nor payment for any of the work or services performed shall be construed to operate as a waiver of any rights under the Agreement or any cause of action arising out of the performance of the Agreement. B. Deliverables, Ownership of Documents: One (1)reproducible copy of all drawings, plans, specifications and other documents prepared by the ENGINEER shall become the property of the TOWN upon payment in full therefor to the ENGINEER. Ownership of stamped drawings and specifications shall not include the ENGINEER's certification or stamp. Any re-use of such documents without the ENGINEER's written verification of suitability for the specific purpose intended shall be without liability or legal exposure to the ENGINEER or to the ENGINEER's independent professional associates, subcontractors or consultants. Distribution or submission to meet official regulatory requirements 2 or for other purposes in connection with the Project is not to be construed as an act in derogation of the ENGINEER's rights under this Agreement. C. Compliance With Laws: In the performance of the Work, the ENGINEER shall comply with all applicable federal, state and local laws and regulations, including those relating to workplace and employee safety. 5. Site Information Not Guaranteed; Contractor's Investigation The TOWN shall furnish to the ENGINEER available surveys, data and documents relating to the area which is the subject of the Scope of Work. All such information, including that relating to subsurface and other conditions, natural phenomena, existing pipes, and other structures is from the best sources at present available to the TOWN. All such information is furnished only for the information and convenience of the ENGINEER and is not guaranteed. It is agreed and understood that the TOWN does not warrant or guarantee that the subsurface or other conditions, natural phenomena, existing pipes, or other structures will be the same as those indicated in the information furnished, and the ENGINEER must satisfy himself as to the correctness of such information. If, in the opinion of the ENGINEER, such information is inadequate, the ENGINEER may request the TOWN's approval to verify such information through the use of consultants or additional exploration. In no case shall the ENGINEER commence such work without the TOWN's prior written consent. Such work shall be compensated as agreed upon by TOWN and ENGINEER. 6. Payments to the Contractor A. Cost incurred on this project shall be billed monthly on an hourly basis as outlined in the attached Scope of Services. Payment shall be due 30 days after receipt of an invoice by the TOWN. B. If there is a material change in the scope of work,the TOWN and the ENGINEER shall mutually agree to an adjustment in the Contract Price. C. If the TOWN authorizes the ENGINEER to perform additional services,the ENGINEER shall be compensated in an amount mutually agreed upon, in advance, in writing. Except in the case of an emergency, the ENGINEER shall not perform any additional services until such compensation has been so established. 7. Reimbursement Except as otherwise included in the Contract Price or otherwise provided for under this Agreement, the ENGINEER shall be reimbursed by the TOWN: (a)the actual cost to the ENGINEER of consultants retained to obtain information pursuant to Article 5 hereof or otherwise. No such reimbursement shall be made unless the rates of compensation have been approved, in advance, by the TOWN; (b)the actual cost of additional or specially authorized expense items, as approved by the TOWN. 3 8. Final Payment, Effect The acceptance of final payment by the ENGINEER shall constitute a waiver of all claims by the ENGINEER arising under the Agreement. 9. Terms Required By Law This Agreement shall be considered to include all terms required to be included in it by the Massachusetts General Laws, and all other laws, as though such terms were set forth in full herein. 10. Indemnification A. General Liability: The ENGINEER shall indemnify and hold harmless the TOWN from and against any and all claims, damages, losses, and expenses, including reasonable attorney's fees,to the extent arising out of the performance of this Agreement and to the extent the same relate to matters of general commercial liability, when such claims, damages, losses, and expenses are caused, in whole or in part, by the negligent or wrongful acts or omissions of the ENGINEER or his employees, agents, subcontractors or representatives. B. Professional Liability: The ENGINEER shall indemnify and hold harmless the TOWN from and against any and all claims, damages, losses, and expenses, including reasonable attorney's fees, arising out of the performance of this Agreement and to the extent the same relate to the professional competence of the ENGINEER's services, when such claims, damages, losses, and expenses are caused, in whole or in part,by the negligent acts, negligent errors or omissions of the ENGINEER or his employees, agents, subcontractors or representatives. 11. Insurance A. The ENGINEER shall at his own expense obtain and maintain a Professional Liability Insurance policy for errors, omissions or negligent acts arising out of the performance of this Agreement in a minimum amount of$1,000,000.00. B. The coverage shall be in force from the time of the agreement to the date when all construction work for the Project is completed. If, however, the policy is a claims made policy, it shall remain in force for a period of six (6)years after completion. Since this insurance is normally written on a year-to-year basis,the ENGINEER shall notify the TOWN should coverage become unavailable. C. The ENGINEER shall, before commencing performance of this Agreement, provide by insurance for the payment of compensation and the furnishing of other benefits in accordance with M.G.L. c.152, as amended,to all its employees and shall continue such insurance in full force and effect during the term of the Agreement. 4 D. The ENGINEER shall carry insurance in a sufficient amount to assure the restoration of any plans, drawings, computations, field notes or other similar data relating to the work covered by this Agreement in the event of loss or destruction until the final fee payment is made or all data are turned over to the TOWN. E. The ENGINEER shall also maintain public liability insurance, including property damage, bodily injury or death, and personal injury and motor vehicle liability insurance against claims for damages because of bodily injury or death of any person or damage to property. F. Evidence of insurance coverage and any and all renewals substantiating that required insurance coverage is in effect shall be filed with the Agreement. Any cancellation of insurance, whether by the insurers or by the insured, shall not be valid unless written notice thereof is given by the party proposing cancellation to the other party and to the TOWN at least fifteen days prior to the intended effective date thereof, which date shall be expressed in said notice. G. Upon request of the ENGINEER, the TOWN reserves the right to modify any conditions of this Article. H. Neither the TOWN nor the ENGINEER shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected to this Agreement or the performance of the services on this project. This mutual waiver includes, but is not limited to, damages related to loss of use, loss of profits, loss of income, unrealized energy savings, diminution of property value or loss of reimbursement or credits from governmental or other agencies. 12. Notice All notices required to be given hereunder shall be in writing and delivered to, or mailed first class to, the parties' respective addresses stated above. In the event that immediate notice is required, it may be given by telephone or facsimile,but shall, to the extent possible, be followed by notice in writing in the manner set forth above. 13. Termination A. Each party shall have the right to terminate this Agreement in the event of a failure of the other party to comply with the terms of the Agreement. Such termination shall be effective upon seven days' notice to the party in default and the failure within that time of said party to cure its default. B. The TOWN shall have the right to terminate the Agreement without cause, upon fourteen (14)days' written notice to the ENGINEER. In the event that the Agreement is terminated pursuant to this subparagraph,the ENGINEER shall be reimbursed in accordance with the Agreement for all work performed up to the termination date. 5 14. Miscellaneous A. Assignment: The ENGINEER shall not assign or transfer any of its rights, duties or obligations under this Agreement without the written approval of the TOWN. B. Governing Law: This Agreement shall be governed by and construed in accordance with the law of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the parties hereto have set their hands and seals,the TOWN by its authorized representative who, however, incurs no personal liability by reason of the execution hereof or of anything herein contained, as of the day and year first above written. THE TOWN THE CONTRACTOR Stantec Consulting Services Inc. Divis n/ artment Head Company Name Digitally signed by Azza I i na i Date:na,Richard 01 1 1-0 1-2022 Richard 12:48: 1-04' 0' own Manager Date Signature Date Richard Azzalina, PE, Principal Print Name& Title Federal Identification No.: 11-2167170 APPROVED AS TO FORM: Town Counsel Date 1 06100 9 0 CERTIFICATION AS TO AVAILABILITY OF FUNDS: 5 3©,Uv y kw- Town Allcountant Date 6 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. chard signed by Azzalina, Azzalina, Ri Richard Date:2022.11.0112:48:32 November 1, 2022 Signature -04'00' Date Richard Azzalina, PE, Principal Stantec Consulting Services Inc. Print Name& Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I Richard Azzalina , authorized signatory for Stantec Consulting Services 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. Digitally signed by Azzalina, Azzalina,Richard Richard Date:2022.11.01 12:48:53 November 1,2022 -04'00' Signature Date 7 Please see following pa,�!,e CERTIFICATE OF VOTE At a duly authorized meeting the Board of Directors of the held on it was VOTED, THAT (Name) (Officer) of be and hereby is authorized to execute contracts and bonds in the name and on behalf of said , and affix its corporate seal hereto; and such execution of any contract or obligation in the name of on its behalf by such officer under seal of , shall be valid and binding upon I hereby certify that I am the clerk of the above named and that is the duly elected officer as above of said and that the above vote has not been amended or rescinded and remains in full force and effect as the date of this contract. (Date) (Clerk) 8 OFFICER'S CERTIFICATE of STANTEC CONSULTING SERVICES INC. A NEW YORK CORPORATION 1, the undersigned, do hereby certify that: 1. I am the duly elected and acting Corporate Counsel of Stantec Consulting Services Inc., a New York corporation (the "Corporation"). 2. On April 1,2022, the following resolution was adopted by the Corporation's Board of Directors: BE IT RESOLVED THAT: 1. the Corporation hereby adopts the Signing Authority Policy, as modified or amended from time to time, of Stantec Inc.; 2. execution of any documents for and on behalf of the Corporation shall be governed by the Signing Authority Policy, as modified or amended from time to time, of Stantec Inc.; and 3. the Secretary or any of the Corporate Counsels of the Corporation be authorized, empowered and directed from time to time as required to facilitate the execution of contracts or submission of proposals, to sign, and to seal with the Corporate Seal, Certificates of the foregoing action evidencing the authority delegated in the Signing Authority Policy, as amended from time to time, of Stantec Inc. Richard Azzalina is a Principal of the Corporation, and in that capacity is duly authorized to sign proposals and enter into agreements for professional services in accordance with the Corporation's Signing Authority Policy in connection with the following project: North Andover Rail Trail Phase I Project Scope Form Town of North Andover, MA IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation, this 26th day of October, 2022. 0 k8thaWhe LaFrance (A Corporate Counsel Ord .......... EXHIBIT A Task 2)Complete Project Scope(PS)(Estknaled Cost$12,620) Stantec staff will consull:with Mass DOT and Town officials regarding Part 11 of the process and complete the Project Scope (PS) form using MassDOT's current project initiation loolkit (MaPIT). To support our responses to the various question prompts on the form, refinements to concept plans and typical sections prepared under Part I will be completed for the preferred alternative as well as other alternative route segments that adhere to MassDOT's design policies and practices. These alternative route locations encompass,in part, Stevens Street, Ha away Road, Hatch Trail, Pleasant Street and Great Pond Road- Any potential design exceptions will be identified and noted. Stantec staff will complete a Draft PS,together with updated,concept typical sections of all alternatives,for review and approval by the Town.Stantec will attend one(1)design coordination meeting with Town staff to present the various altematives/refinements to the preferred afternalive and determine at shall be included in the final PS submission„ Acivanced pre-261%design concept plans,typical sections and construction cost estimate of the preferred alternative will be included with the PS submission use MassDOT's current project initiation tDolkit (MaPiT). The PS will be submitted to MassDOT through MaPIT by the Town of North Andover, or if requested,by Stantec staff on the Town's behalf.Hard copies of all attachments to the PS will be forwarded to MassDOT's District 4 Planning Office as wed for their information and to assist in their review of the PS. Assumptions 1. Stantec assurnes,the Town of North Andover will assist in the process by providing b-affic count data for other roadways impacted by ftm proposed project in order to respond to various questions in the PS form.These roadways include Osgood Street, Harkaway Road and Stevens StreeL Prv,,ki,act Billing Rates The billing rates for staff assigned to this project are as follows- Name Title Rate(per hour) Mchard AzzWna,PE Project Manager S220.00 Wait Woo, PERTOE Principal Traffic Engineer $190.00 Evan Drew,PE Traffic Engineer $145.00 Martin Huell,EIT Civil Engineer $145:00 Michael Welter, EIT Civil Engineer p $140.00 Additional Services Additkanal services,should such services be requested,shall be provided via a supplemental agreement on an hourly basis in accordance with the billing rates no above. 9 ................................................................