HomeMy WebLinkAboutContract #: 1574 - From: 12-30-2022 To: 09-22-2024 - Woodard & Curran - DPW AGREEMENT FOR PROFESSIONAL
ENGINEERING SERVICES
BETWEEN
THE TOWN OF NORTH ANDOVER, MASSACHUSETTS
AND
WOODARD & CURRAN, INC.
THIS AGREEMENT made is day of December,2022 between Woodard
&Curran,Inc., a Maine corporation with a usual place of business at 250 Royall Street
Canton, MA 02021 hereinafter called the"ENGINEER," and the Town of North
Andover,MA, acting by its Select Board,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.
. Contract Price
The TOWN shall pay the ENGINEER for services rendered in the performance of
this Agreement a lump sum of$137,000.00. The amount to be paid to the ENGINEER
shall not exceed$137,000.00 without the prior written consent of the TOWN.
3. Co eceent and Completion of Work
This Agreement shall commence on December 30,2022 and shall expire on
September 22,2024,unless terminated sooner in accordance with this
Agreement.
B Progress and Completion: ENGINEER shall commence work promptly
upon execution ofthis 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 best skills and
attention,which shall not be less than such state of skill and attention generally rendered by
the engineering/design 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,and other persons performing any of the Work under a
contract with the ENGINEER. 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 thei4espective
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 awaiver 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
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to the ENGINEER's independent professional associates, subcontractors or
consultants. Distribution or submission to meet official regulatory requirements
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 Investi,ag tion
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) at 1.0 times 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) at 1.0 times the actual cost of additional or specially
authorized expense items, as approved by the TOWN.
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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 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 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 ofthe
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 and accepted by the TOWN.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.
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D. The ENGINEER shall carry insurance in a sufficient amount to assure the
restoration of any plans,drawings, computations, field notes or other similardata
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 partyproposing 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.
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
ten(10)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.
14. Miscellaneous
A. Aaaigamgnt: 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. Govemine Law:This Agreement shall be governed by and construed in
accordance with the law of the Commonwealth ofMassachusetts.
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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 ofthe execution
hereof or of anything herein contained, as of the day and year first above written.
THE TOWN THE CONTRACTOR
Division/DeP644nt Head Company Name
✓, f s
Town Manager Date Signature t Date
Print Name &Title
APPROVED AS TO FORM:
cjw% w� (I,-
Town Counsel Date
CERTIFICATION AS TO AVAILABILITY OF FUNDS:
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L�. r
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Ta n A ountant Date
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CERTIFICATIONS
CERTIFICATE OF NON-COLLUSION
The undersigned certifies under penalties of perk that our bid or proposal has been j made and
submitted in good faith and without collusion or fraud with any other person. As used in this
certification, the word "persoif" shall mean natural person, business, partnership, corporation,
cominittee,union, club or other organization, entity,or group of individuals.
Signature Date
e,L lz—
Print Name &Title Company Name
CERTIFICATE OF TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I
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........, authorized signatory for
—
Navas of Individual Name of contra
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 To of North Andover, relating to
taxes,permit or other fees,reporting of employees and contractors,and withholding and remitting
child support.
�An'5�"� la
Signature Dat�
........................
CERTIFICATE OF VOTE
At a duly authorized meeting the Board of Directors of the Woodard &Curran, Inc.
held on .July 27, 2022 it was
VOTED,THAT
Kenneth W. Carlson Vice President
(Name) (Officer)
of Woodard &Curran, Inc. be and hereby is authorized to execute contracts min
the name and on behalf of said Woodard & Curran, Inc. , -and affix its roPpefate 8eal hffetS;
and such execution of any contractor obligation in the name of Woodard & Curran, Inc. on
its behalf by such officer under seal of Woodard & Curran, Inc. , shall be valid and binding
upon Woodard & Curran, Inc. .
I hereby certify that I am the clerk of the above named Woodard & Curran, Inc. and
that Kenneth W. Carlson is the duly elected officer as above of said
Woodard &Curran, Inc. , and that the above vote has not been amended or rescinded and
remains in full force and effect as the date of this contract.
09/14/2022
(Date) (Clerk)
S
EXHIBIT A
250 Royall Street I Suite 200E T800.426.4262
Canton,Massachusetts 02021 T781.251.0200
www.woodardcurran.com F 781.251.0847
Woodard
&Curran
Proposal for
Sewer System Infiltration/Inflow(1/1) Program
Contract No. 1 Bidding and Construction Services
SCOPE OF SERVICES
Woodard &Curran (W&C)will provide Bidding and Construction Phase engineering services to
the Town of North Andover(Town/Client)for the Contract No. 1 Sanitary Sewer Rehabilitation
Construction project (Project/Work) to address infiltration and inflow (1/1) entering the sewer
system in accordance with the Scope of Services and Compensation presented herein.The
project consists of a combination of trenchless rehabilitation and spot repairs of existing
manholes and gravity sewer which were identified as allowing 1/1 to enterthe system during
previous studies. The following Scope of Work will conform to the latest industry standards,
including Massachusetts Department of Environmental Protection(MassDEP)guidelines.
Phase 1-Bidding Services
After acceptance of the Final Contract Documents(Bidding Documents)by the Town,W&C will
provide services required to advertise,bid&recommend award of the Contract under Chapter
30 of the Massachusetts General Laws.Specific tasks for W&C include:
• Electronic distribution of Contract Documents
• Assist the Town as necessary with electronic bidding in accordance with local and state
requirements.
• Assist in advertising the projectina local paper and thestateCentral Register.The cost for
advertisement in a local paper shall be paid directly by the Town.
• Answer bidder questions during the bidding period.
• Issue one addenda, if necessary.
• Attend one bid opening,and tabulate and review bids.Perform a reference check of the
three lowest bidders.
• Prepare and issue the Notice of Intent to Award to the apparent low, qualified bidder.
• Prepare draft Agreement between the Town and successful bidder for review by Town's
counsel if requested.
Page 1 of 5
Phase 2-Construction Administration
Woodard Woodard & Curran will provide construction support and office-based construction
&Curran administration during construction of the Project.This scope assumes project substantial
completion is achieved within 150 days of the construction notice to proceed and final
completion and payment is within 180 days of the construction notice to proceed.These services
shall be as described below:
• Act as Client's representative to the extent described herein. W&C shall have authority to
act on behalf of Client in dealings with Contractor to the extent provided for in this
Agreement except as otherwise provided for in writing by the Town.
• Participate in monthly construction meetings with the Contractor as necessary.
• Make specialty engineering visits tothe site at intervals appropriate to the various stages of
construction, as W&C deems necessary or as requested bythe Town,in orderto observe as
an experienced and qualified design professional the progress and quality ofthe Work.Such
visits and observations by W&C are not intended to be exhaustive orto extend to every
aspect of Contractor's work in progress or to involve detailed inspections of Contractor's
work in progress beyond the responsibilities specifically assigned to W&C herein,but rather
are to be limited to spot checking,selective sampling, and similar methods of general
observation of the Work based on W&C's exercise of professional judgment. Based on
information obtained during such visits and such observations, W&C will determine in
General if Contractor's work is proceeding in accordance with the Contract Documents.
• The purpose of W&C's visits to the Site will betoenableW&Cto better carry out the duties
and responsibilities assigned to and undertaken by W&C during the Construction Phase,
and,in addition,bythe exercise of W&C's efforts as an experienced and qualified design
professional, to provide for Client a greater degree of confidence that the completed Work
will conform in general to the Contract Documents and that the integrity of the design
concept of the completed Project as a functioning whole as indicated in the Contract
Documents has been implemented and preserved by Contractor.W&C shall not,during such
Visits or as a result of such observations of Contractor's work in progress,supervise,direct,
or have control over Contractor's work,nor shall W&C have authority over or responsibility
for the means,methods,techniques,sequences,or procedures of construction selected by
Contractor,for safety precautions and programs incident to Contractor's work, or for any
failure of Contractor to comply with Laws and Regulations applicable to Contractor's
furnishing and performing the Work.Accordingly,W&C neither guarantees the performance
of any Contractor nor assumes responsibility for any Contractor's failure to furnish and
perform its work in accordance with the Contract Documents.
• Recommend to Client that Contractor's work be disapproved and rejected while it is in
progress,if on the basis of such observations,W&C believes that such work will not produce
a completed Project that conforms generally to the Contract Documents or that it will
prejudice the integrity of the design concept of the completed Project as a functioning
whole as indicated in the Contract Documents,
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• Issue necessary clarifications and interpretations of the Contract Documents as appropriate
to the orderly completion of Contractor's work.Such clarifications and interpretations will
be consistent with the intentof and reasonably inferable from the Contract Documents.
Woodard • Prepare Change Orders and Work Change Directives as requested by the Town.
&Curran • Review and approve or take other appropriate action in respect to Shop Drawings, Samples
and other data which Contractor is required to submit, but only for conformance with the
information given in the Contract Documents and compatibility with the design concept of
the completed Project as a functioning whole as indicated in the Contract Documents.
Maintain a detailed log of all necessarysubmittals and submitthe status of such top tothe
Client as requested.Such reviews and approvals or other action will not extend to means,
methods,techniques,sequences or procedures of construction or to safety precautions and
programs incident thereto. Shop drawing review and approval shall be done in a timely
manner so not to interfere with the contractors ability to maintain the construction
schedule.
• Evaluate and determine the acceptability of substitute or"orequal"materials and equipment
proposed by Contractor.
• Review Applications for Payment and the accompanying supporting documentation as an
experienced and qualified design professional, and:
• Determine the amounts that W&C recommends Contractor be paid.Such recommendations
of payment will be in writing and will constitute W&C's representation to Client,based on
such observations and review,that,tothe best of W&C's knowledge,information and belief,
Contractor's work has progressed tothe point indicated,the quality of such work is generally
in accordance with the Contact Documents (subject to an evaluation of such work as a
functioning whole priorto or upon Substantial Completion,tothe results of anysubsequent
tests called for in the Contract Documents and to any other qualifications stated in the
recommendation),and the conditions precedent to Contractor's being entitled to such
payment appear to have been fulfilled in so far as it is W&C's responsibility to observe
Contractor's work.In the case of unit price work,W&C's recommendations of payment will
include final determinations of quantities and classifications of Contractor's work(subject to
any subsequent adjustments allowed by the Contract Documents).
• By recommending any payment W&C shall not thereby be deemed to have represented that
on-site observations made by W&C to check the quality or quantity of Contractor's work as
it is performed and furnished have been exhaustive,extended to every aspect of the work
in progress, or involved detailed inspections of the work beyond the responsibilities
specifically assigned to W&C in this Agreement and the Contract Documents.Neither W&C's
review of Contractor's work for the purposes of recommending payments nor W&C's
recommendation of any payment including final payment will impose on W&C responsibility
to supervise,direct or control Contractor's work in progress or for the means,methods,
techniques, sequences or procedures of construction or safety precautions or programs
incident thereto, or Contractor's compliance with Laws and Regulations applicable to
Contractor's furnishing and performing the work. It will also not impose responsibility on
W&C to make any examination to ascertain how or for what purposes Contractor has used
the moneys paid on account of the Contract Price,ortodeterminethattitleto any portion
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of the work in progress, materials or equipment has passed to Client free and clear of any
liens,claims,security interests or encumbrances,orthat there may not be other matters at
issue between Client and Contractor that might affect the amount that should be paid.
Woodard • Receive and review maintenance and operating instructions,schedules,andguarantees.
&Curran 0 Following notice from Contractor that Contractor considers the entire Work ready for its
intended use,in company with Client and Contractor,conduct an inspection to determine if
the Work is Substantially Complete. If after considering any objections of Client, W&C
considers the work Substantially Complete, W&C shall deliver a certificate of Substantial
Completion to Client and Contractor for execution.
• Conduct a final inspection to determine if the completed work of Contractor is acceptable
so that W&C may recommend, in writing, final payment to Contractor.Accompanying the
recommendation for final payment, W&C shall provide notice that the Work is acceptable
to the best of the W&C`s knowledge, information and belief and based on the extent of the
services provided by W&C under this Agreement.
• Record Drawings:W&C will prepare a set of reproducible record drawings showing record
information,which W&C considers significant based on the Drawings,Shop Drawings, and
other record documents furnished bythe Contractor to W&C,which were annotated by
Contractor to show all changes made during construction. An electronic version shall also
be delivered to the Client.W&Cwillnotberesponsibleforanyerrorsinoromissionsinthe
information provided by Contractor that is incorporated in the record drawings or other
record documents.
Phase 3 -Wetlands Order of Conditions Compliance
The North Andover Conservation Commission(NACC)issued an Order of Conditions for this
project onJanuary21,2022.ThisOrderof Conditions included a numberof requirements for
monitoring activities of the Contractor during construction, and development of reports to the
NACC.This Phase of work will include efforts by our subcontractor Epsilon Associates,Inc.to
perform these activities.Epsilon worked successfully with the NACC to permit the project during
the design phase, and will continue their involvement with the project during construction.
• Weekly Environmental Monitoring Inspections: A qualified Wetland Scientist from Epsilon
will conduct weekly inspections as required by the Order of Conditions. During the
inspections,the erosion control measures,limits of work,and condition of adjacent wetlands
resource areas will be inspected.A report will be provided to the NACC in format similar to
the USEPA NPDES SWPPP template. The report will include photographs from the site visit,
as well observations made during the visit related to compliance with the Order of
Conditions.The scope is based on twelve regularly scheduled weekly visits.
• Contingency Inspections: Epsilon has included efforts for four additional visits to be made
as an "on-call" observer in the event that special inspections related to wetlands resource
areas are required during the course of construction. A report for these visits will be
prepared, in the same format as the weekly inspections.
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• Pre-construction meeting with Conservation Agent:The Order of Conditions requires that
25� a pre-construction conference with the NACC, the wetlands monitor, Engineer, and
Contractor be held to review the conditions of the Order.
Woodard • Attend one Conservation Commission meeting at the conclusion of construction to obtain
&Curran the Certificate of Compliance for the project.
Phase 4-Construction Observation
• It is understood that the Town intends to perform the day-to-day construction observation.
In the event that Town staff are unavailable or if additional observation is requested by the
Town for certain aspects of the work,W&Cwill provide up to 80 hours of Resident Project
Representative(RPR)services for observation of the Contractor's work under this task.
Duties,responsibilities,and authority of the RPR are defined in the General Conditions of
the Contract.The furnishing of such RPR services will not extend W&C's responsibilities or
authority beyond the specific limits set forth herein.
COMPENSATION
Our fee to perform the Scope of Services described herein is as follows:
Phase Description Budget
1 Bidding Services $20,000
2 Construction Administration $85,000
3 Wetlands Order of Conditions Compliance $20,000
4 Construction Observation $12,000
TOTAL $137,000
The compensation forthe above listed Scope of Services shall not exceed$137,000 without prior
approval from the Town.W&C will prepare monthly invoices for our services. Labor rates,
indirect costs and subconsultant markups will be from W&C's current applicable rate schedule,
attached hereto.
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