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HomeMy WebLinkAboutContract #: 1639 - From: 08-15-2023 To: 12-01-2023 - Machado Silvetti Associates, LLC - DPW Contract No: 1 Vendor No: CONTRACT FOR CONSULTING SERVICES WITH THE TOWN OF NORTH ANDOVER This CONTRACT made and entered into on/ of August, 2023, by and between Machado 7� Silvetti Associates, LLC, a Massachusetts corporation with a usual place of business at 560 Harrison Avenue, Suite 301, Boston, MA 02118, "CONSULTANT" and the Town of North Andover(the "TOWN") a municipality duly established by law and located at 120 Main Street, North Andover, Essex County, in the Commonwealth of Massachusetts. WHEREAS, the TOWN sought a priced proposal for professional Architectural/Consulting services for 400 Great Pond Road. WHEREAS, the CONSULTANT represents that it is duly qualified in this field, and has agreed to perform such services for the TOWN. NOW, THEREFORE, IT IS AGREED by and between the parties as follows: - 1- The CONSULTANT will complete the Architectural/Professional services as set forth in the CONSULTANT's proposal and current fee schedule, attached as Exhibit A. This Contract will commence upon execution and terminate on December 1, 2023. Time is of the essence for this Contract. Any extensions of time must be in writing and are at the sole discretion of the TOWN. -2- The Priced Proposal,all required Certifications, and all Insurance Binders are incorporated herein and made part of this Contract. -3- Total payment under this Contract shall not exceed the sum of $84,545.00. This Contract is expressly subject to and contingent upon an appropriation of funds. -4- The TOWN agrees to use best efforts to pay for services within thirty (30) days of receiving an invoice, so long as all services provided are sufficiently detailed in the invoice, and that the invoice has been filed with the contracting department. Any payment under this Contract shall not constitute or be deemed a waiver,relinquishment,release,or abandonment of any claim which the TOWN may have against the CONSULTANT for breach of this Contract. -5- The CONTRACTOR agrees that no obligation shall be considered to have incurred under this CONTRACT unless and until a purchase order shall have been duly issued and approved. And further,that the obligation incurred shall be limited to the amount set forth in purchase order or purchase orders duly issued and approved. -6- Such services under this Contract will be performed as expeditiously as possible in a good and workmanlike manner under the supervision of, and to the satisfaction of the Department Head in the TOWN. The CONSULTANT states that it is qualified, and is in all relevant aspects, in good standing. The CONSULTANT certifies that performance under this Contract will meet ethical business standards and good stewardship of taxpayer and public funding to prevent waste or abuse. The CONSULTANT shall commence work promptly upon execution of this Agreement and shall prosecute and complete the work regularly, diligently, and uninterruptedly at such a rate as will ensure completion in a timely manner. The CONSULTANT shall use their best skills and attention,which shall not be less than such state of skill and attention generally rendered by the CONSULTANT/design professional for projects similar to this Project in scope, difficulty and location. Consistent with the referenced standard of care, the CONSULTANT shall be responsible for the professional and technical accuracy for all work or services furnished by him or his consultants and subcontractors. The CONSULTANT 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. All consultants must be registered and licensed in their respective disciplines if registration and licensor are required under the applicable provisions of Massachusetts law. The CONSULTANT 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. Neither the TOWN's review, approval or acceptance of 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. -7- The CONSULTANT shall produce One(1)reproducible copy of all drawings,plans,specifications and other documents prepared by the CONSULTANT which shall become the property of the TOWN upon payment in full therefor to the CONSULTANT.Ownership of stamped drawings and specifications shall not include the CONSULTANT's certification or stamp. Any re-use of such documents without the CONSULTANT's written verification of suitability for the specific purpose intended shall be without liability or legal exposure to the CONSULTANT or to the CONSULTANT'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 CONSULTANT's rights under this Agreement. -8- The TOWN shall furnish to the CONSULTANT 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 CONSULTANT 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 CONSULTANT must satisfy himself as to the correctness of such information. If, in the opinion of the CONSULTANT, such information is inadequate,the CONSULTANT may request the TOWN's approval to verify such information through the use of consultants or additional exploration. In no case shall the CONSULTANT commence such work without the TOWN's prior written consent. Such work shall be compensated as agreed upon by TOWN and CONSULTANT. -9- The CONSULTANT shall give its personal attention constantly to the faithful performance of the work and shall keep the same under its personal control and shall not assign nor sublet the work or any part thereof without the previous written consent of the TOWN and shall not, either legally or equitably, assign any of the monies payable under this Agreement or its claim thereto unless by and with the written consent of the TOWN. The CONSULTANT shall not assign or delegate, in whole or in part or otherwise transfer any liability, responsibility, obligation, duty or interest under this Contract without the written approval of the TOWN. Any authorized subcontract entered into by the CONSULTANT for the purposes of fulfilling the obligations under this Contract must shall be consistent with and subject to the provisions of this Contract. Subcontracts will not relieve or discharge the CONSULTANT from any duty, obligation, responsibility or liability arising under this Contract. The TOWN is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a party. -10- The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person, and in full conformity with MGL c.268A. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club or other organization, entity, or group of individuals. Ts -11- It is further agreed by the CONSULTANT that, in the event the TOWN is sued in a court of law or equity, or demand is made upon the TOWN for payment of any damages arising out of the CONSULTANT'S performance or non-performance of this Contract, then the CONSULTANT, without reservation, shall indemnify and hold harmless the TOWN against any and all claims arising out of the CONSULTANT'S performance or non-performance of the Agreement. To the full extent permitted by law, no official, employee, agent or representative of the TOWN of North Andover shall be individually or personally liable on any obligation of the TOWN under this Contract. -12- It is further agreed that the TOWN may terminate this Agreement without cause, upon fourteen (14) days' written notice to the other party, sent by certified mail, to the usual place of business of the other party. The TOWN may also terminate this Agreement at any time for cause. To the full extent permitted by law, no official, employee, agent, or representative of the TOWN shall be individually or personally liable on any obligation of the TOWN under this contract. -13- It is understood and agreed by the TOWN and the CONSULTANT that a Contract Performance Record Form must be completed on this contract by the Department Head or his designee who is supervising this contract, and such Contract Performance Record Form must be submitted to the TOWN Manager, TOWN Accountant, and Purchasing Agent prior to release of final payment under this contract. If requested by the CONSULTANT a copy of the Contract Performance Record Form shall be furnished to the CONSULTANT. -14- The CONSULTANT certifies that any and all taxes and municipal fees due and owing to the TOWN of North Andover have been paid in full. -15- This Contract is subject to all laws of the Commonwealth of Massachusetts, federal, state, and local, which are applicable to this contract, and services provided to a public entity; and it is presumed that the CONSULTANT is cognizant thereof. Any and all proceedings or actions relating to the subject matter herein shall be brought and maintained in the courts of the Commonwealth, which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legal rights of the parties. -16- The CONSULTANT shall at all times during the Contract maintain in full force and effect Employer's Liability, Worker's Compensation (MGL c.152), Public Liability, and Property Damage Insurance, including contractual liability coverage. All insurance shall be for policy limits acceptable to the TOWN; all required insurance shall be certified by a duly authorized representative of the insurers on the "MIIA" or "ACORD" Certificate of Insurance form (incorporated into and made a part of this agreement); and before commencement of work hereunder the CONSULTANT agrees to furnish the TOWN with certificate(s) of insurance or other evidence satisfactory to the TOWN. The certificates shall contain the following express obligations: "In the event of cancellation or material change in a policy affecting the certificate holder, thirty (30) days prior written notice will be given the certificate holder. Where notice is not provided by CONSULTANT's insurer, the notice will be provided by the CONSULTANT." The TOWN shall be named as an additional insured under each policy or policies, except Workers' Compensation. For the purpose of the Contract, the CONSULTANT shall carry the following types of insurance in at least the limits specified below. • Workers' Compensation--the required statutory amount • Employer's Liability—$500,000 • Bodily Injury &Property Damage Liability Except Automobile—$500,000 • Automobile Bodily Injury & Property Damage Liability— $1,000,000 combined single limit for each accident. • Excess Umbrella Liability—$5,000,000 for each occurrence The coverage shall be in force from the time of the agreement to the date when all the 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. -17- The CONSULTANT will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c.151B (Law Against Discrimination) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. The CONSULTANT shall comply with all federal and state laws,rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. -18- The CONSULTANT will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to General Laws c.151, §1, et seq. (Minimum Wage Law) and any executive orders, rules, regulations, and requirements of the Commonwealth of Massachusetts as they may from time to time be amended. If applicable,the CONSULTANT will at all times comply with the wage rates as determined by the Commissioner of the Department of Labor and Industries, under the provisions of General Laws c149, §§26 to 27D (Prevailing Wage Law), as shall be in force and as amended. The CONSULTANT will, in addition to any other submissions required by the Prevailing Wage Law, submit certified weekly payrolls to the TOWN with the information described in General Laws c149, §27B. -19- At any time during normal business hours, and as often as the TOWN may deem it reasonably necessary, there shall be available in the office of the CONSULTANT for the purpose of audit, examination, and/or to make excerpts or transcript all records, contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. -20- This instrument,together with its endorsed supplements,and the other components of the contract documents, constitutes the entire contract between the parties, with no agreements other than those incorporated herein. Any Amendments to this Contract must be made in writing and executed by all signatories to the original Contract, prior to the effective date of the amendment. -21- Any notice permitted or required under the provisions of this Contract to be given or served by either of the parties hereto upon the other party hereto shall be in writing and signed in the name or on the behalf of the party giving or serving the same. Notice shall be deemed to have been received at the time of actual service or three (3) business days after the date of a certified or registered mailing properly addressed. Notice to the CONSULTANT shall be deemed sufficient if sent to the address set forth in the Contract and to the TOWN of North Andover by being sent to the TOWN Manager, TOWN Hall, 120 Main Street,North Andover, Massachusetts 01845. IN WITNESS WHEREOF, the CONTRACTORS and the said TOWN OF NORTH ANDOVER have hereto and to a duplicate and triplicate hereof, caused their corporate seals to be affixed and these presents,together with said duplicate and triplicate, to be signed in their name and behalf by their duly authorized officers the day and year first above written. APPROVED: CONSULTANT r By _ (�Z MeliYKat Murphy-Rodrigues Jeffry Burchard Town Manager,North Andover Managing Partner, Machado Silvetti Fed.I.D. or Social Security No. It- Ib PL7 APPROVED AS TO FORM: TOWN OF NORTH ANDOVER Christine P. O'Connor Jim S a ford Town Counsel Dep ent Head Lyne S e Town Ac ountant Date: �J—