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HomeMy WebLinkAboutContract #: 1562 - From: 10-15-2022 To: 10-14-2025 - SHI - IT DocuSign Envelope ID:29F3F7BB-5939-4081-8BAD-B1D305A38260 TOWN OF NORTH ANDOVER STANDARD SHORT FORM CONTRACT DOCUMENT CONTRACT NO: `� Contractor Legal Name: Town Department Name: SHI International,Inc. Town of North Andover Mailing Address: Mailing Address: 290 Davidson Avenue 120 Main Street Somerset,NJ 08873 North Andover,MA 01845 Contractor Vendor ID: Rates: Per Massachusetts State Contract ITS75 Contract start date: Contract End Date: October 15, 2022 October 14,2025 Description of Scope(Attach support documentation) Purchase of software services including software maintenance,updates,upgrades,software selection, installation,configuration,customization,training,and license management all in accordance with Massachusetts State Contract ITS75,which contract terms and conditions are incorporated herein and made a art hereof. 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 Fin-lance Director: Department Head: Contractor:rvartk --DocuSigned by: QWaS Signa a Signature Signature Title: Manager - Contracts Date: , Date: Date:1012812022 Town Manager: Town Counsel: M M-It Signature Signature Date: Date: DocuSign Envelope ID:29F3F7BB-5939-4081-SBAD-B1D305A38260 TOWN OF NORTH ANDOVER STANDARD CONTRACT GENERAL CONDITIONS1 Article I. Definition of Terms: The following terms in these Contract Documents shall be construed as follows: 1."Town"shall mean the Town of North Andover,Massachusetts 2. "Contract,Agreement,and Contract Documents"shall include the Town's Standard Contract General Conditions,the Invitation for Bids,Requests for Proposals or other solicitations,the contractors response including Contract Certifications and Applications excluding any language stricken by the Town as unacceptable and including any negotiated statements of work contemplated by the solicitation,Technical Proposals,Contractor's Price Proposals,Performance Bonds,which documents are incorporated herein by reference.Any conflict between the Town's standard contract general conditions and the Contractor's bid proposal or any other submission will be resolved in favor of the Town's standard contract general conditions which shall preempt all other submittals. 3. "Contractor"shall mean the individual,partnership,corporation or other entity to which this Contract is awarded. Article II.Performance: The Contractor shall sell the goods and services described in the Contract Documents. 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 and accept or reject such goods,deliverable,services or work product. Notwithstanding any other provision to the contrary under this Agreement,all returns of products,goods, equipment and/or software shall be subject to the terms of Bidder's return policy,which can be accessed at: www.SfflDircc1 com/Rewrnl ollcy Article III.Time of Performance:.The Contractor shall commence sale of goods and services immediately upon execution of this Agreement.If the Contractor fails to sell 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 sale of goods or to carry on more speedily. Three days after presentation of the notice if the sale 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. 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 directly by Contractor 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. 1 These Standard Contract General Conditions apply to contracts procured pursuant to M.G.L.c. 30B or for exempt good and services. 2 DocuSign Envelope ID:29F3F7BB-5939-4081-8BAD-B1D305A38260 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 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 sale 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.27B,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 may not use subcontractors not named in the Contract Documents without the prior written consent of Town,which will not unreasonably be withheld.The Contractor agrees to pay all debts for labor and/or services and materials contracted by it,if any,and for the rental of any office space,equipment or machinery hired by it,if any,for and on account for the services to be performed hereunder. The Contractor shall not take any action that causes any public official to be in violation of the State Ethics Law,M.G.L.c.268A.The Contractor certifies that it and its subcontractors are not currently debarred or suspended by the U.S.government,the Commonwealth or any of its subdivisions,and that it nor any of its subcontractors have been subject to a federal or state criminal or civil judgement,administrative citation,order for violation of M.G.L.c. 149,s. 151 or the Fair Labor Standards Act within three years prior to the date of the contract.The Contractor certifies that it has not declared bankruptcy. Article 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 sale services 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 sale services by the 3 DocuSign Envelope ID:29F3F7BB-5939-4081-8BAD-B1D305A38260 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 shall be brought in a state or federal court in the County of Essex,Commonwealth of Massachusetts,which shall have exclusive jurisdiction thereof. 4 DocuSign Envelope ID:29F3F7BB-5939-4081-8BAD-B1D305A38260 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. ^-^DocuSigned by: Signature QWaS�__ Date 10/28/2022 Darek Awas - Manager-Contracts SHI International Corp. Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I Darek Awas , authorized signatory for SHI International Corp. 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. DocuSigned by: Yank QWaS 10/28/2022 �igna re Date 5 DocuSign Envelope ID:ACA3AF1E-4627-4112-A8B1-3D1FCF850DBC GOVERNMENT SHI Government Solutions ���'" 3828 Pecana Trail SOLO.r(®N S Austin,TX 78749 800-870-6079 e,xa"a,r GS S it con1 State of Texas approved HUB Signature Authorization Effective immediately,the following individuals are authorized to sign such contractual documents for SHI Government Solutions,Inc.as are specified below and on page 2 of this Authorization,and their respective signatures in such capacities shall bind SHI Government Solutions,Inc.to the signed document. Level 1 Level 2 Level 3 Aimee Cantrell,Sr.Proposal Chandler Gorda,Lead Contracts Cassie Skelton,Director of Specialist Specialist Contracts Alicia Jones,Sr.Proposal Specialist Erin Rose,Sr.Contracts Specialist Christina Termyna,Sr.Lead Contracts Specialist Arianne Mount,Manager—Proposal Darek Awas,Manager-Contracts Operations Dan Calabrese,Sr.Proposal John Oese.Sr.Lead Contracts Specialist Specialist Joanna York,Lead Contracts Jenna Watson,Assistant General Specialist-Operations Counsel Marc Poole,Manager—Proposals Kevin McCann,General Counsel Marguerite Berete-Aw,Proposal Kristina Mann,Sr.Manager- Specialist Contracts Maya Lynch,Proposal Specialist Mary Youssef,Associate General Counsel Meghan Flisakowski,Director of Natalie Castagno,Sr.Director— Proposals Proposals&Compliance Moitrayee Majumdar,Sr.Proposal Sarah Perfetto,Sr.Contracts Specialist Specialist Rachel Mamola,Sr.Proposal Specialist Sarah Baldwin,Proposal Specialist Sarah St John,Sr.Proposal Specialist Staci McDonald,Manager of Proposals Stacie Becker,Sr.Proposal Specialist This authorization shall be in effect until rescinded. All previous signature authorizations are hereby rescinded. SHI Government Solutions, Inc. Docuftned by Signature Thai Lee Name President&CEO Title 9/15/2022 Date ASHGOVERNMENT SHI Government Solutions SOLUTIONS 3828 Pecana Trail Austin,TX 78749 800-870-6079 State of Texas approved IiUB Level of Signature Authorization: Level 1 Level 2 Level 3 Responses to Customer Customer Forms Responses to Customer Requests for Proposal,Quote, Requests for Proposal,Quote, Information(RFP,RFQ,RFI Information(RFP,RFQ,RFI Customer Forms Non-Disclosure Agreements Customer Forms Non-Disclosure Agreements Vendor Forms Non-Disclosure Agreements Vendor Forms Vendor Contracts Vendor Forms Credit Reference Requests Vendor Contracts Trade Reference Requests Credit Reference Requests Trade Reference Requests US Customs and Border Protection Power of Attorney Forms Customer Contracts