HomeMy WebLinkAboutContract #: 1708 - From: 02-20-2024 To: 12-31-2024 - Jacobs Engineering Group, Inc. - Community Development CONTRACT NO. / '7 APPENDIX BU a
VENDOR NO. c5J
CONTRACT FOR ENGINEERING SERVICES WITH THE
TOWN OF NORTH ANDOVER
This CONTRACT made and entered into onc3 o day of �Ll,b. 2024, by and between Jacobs
Engineering Group, Inc., a Delaware corporation with a usual place of business at 120 St. James
Avenue 5th Floor, Boston,MA 02116("ENGINEER")and the Town of North Andover(the"TOWN")
a municipal TOWN 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 Engineering Services for the
North Andover Commuter Rail Feasibility Study in North Andover.
WHEREAS, the ENGINEER 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:
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The ENGINEER will complete the following scope of work: See Proposal from Engineer dated
January 10, 2024.
ENGINEER'S Schedule and Fee Structure is set forth in the ENGINEER'S proposal attached as
Exhibit A. This Contract will commence upon execution and terminate on 1.-�L 2024. 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.
The TOWN may, at any time, make changes in the scope of Services required under a Purchase
Order or in the definition of Services to be performed. In the event the TOWN notifies ENGINEER
of its desire to make a change in the scope of Services that may change the cost of performance,
ENGINEER shall, within ten (10) working days after receiving such notice, give the TOWN
notification of any potential change in price for the Services. Equitable adjustments to price and
time of performance resulting from scope of Services changes will be negotiated and upon
mutual agreement by the TOWN and ENGINEER,the Purchase Order will be modified by a written
instrument,signed by both parties,to reflectthe changes in scope of Services,price and schedule.
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The ENGINEER's Bid, Scope of Services, Price Proposal and Fee Schedule, all required
Certifications, all Certificates of Insurance, and General Terms and Conditions, are incorporated
herein and made part of this Contract. In the event of a conflict between the terms and conditions
of this Contract and any of these incorporated documents, the terms and conditions contained
in paragraphs 1-21 shall prevail.
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Total payment under this Contract shall not exceed the sum of$120,883 Dollars.This Contract is
expressly subject to and contingent upon an appropriation of funds.
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The TOWN agrees 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 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 ENGINEER for breach of this Contract.
-5-
The ENGINEER 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.
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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 ENGINEER states that it is qualified, and is in all relevant aspects, in good
standing.The ENGINEER 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 ENGINEER shall commence work promptly upon execution of this Contract and a Purchase
Order and shall prosecute and complete the work regularly, diligently, and uninterruptedly at
such a rate as will ensure completion in a timely manner.
Any delays in or failure of performance by ENGINEER or the TOWN, other than the payment of
money, shall not constitute default hereunder if and to the extent such delays or failures of
performance are caused by occurrences beyond the reasonable control of the TOWN or
ENGINEER, as the case may be, including but not limited to, acts of God or the public enemy;
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compliance with any order to request of any governmental authority; fires, floods, explosion,
accidents; riots, strikes, or other concerted acts of workmen, whether direct or indirect; or any
causes,whether or not of the same class or kind as those specifically named above,which are nit
within the reasonable control of the TOWN or ENGINEER respectively. In the event that any event
of force majeure as herein defined occurs, ENGINEER shall be entitled to a reasonable extension
of time for performance of its Services under the affected Purchase Order.
If a Purchase Order calls for provision of Services under a guaranteed maximum price,fixed fee,
or stipulated lump sum basis and the ENGINEER's work on any phase of the Services is extended
by one or more force majeure events or other delays not attributable in whole or in part to the
fault of ENGINEER,then the guaranteed maximum price,fixed fee,or stipulated lump sum, as the
case may be, shall be equitably adjusted.
The ENGINEER shall use their best skills and attention, which shall not be less than such state of
skill and attention generally rendered by the ENGINEER for projects similar to this Project in
scope, difficulty and location. Consistent with the referenced standard of care, 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
Contract 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 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 Contract. 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
Contract or any cause of action arising out of the performance of the Contract.
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The ENGINEER shall produce, if applicable, one (1) reproducible copy of all drawings, plans,
specifications and other documents prepared by the ENGINEER which 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 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 Contract.
-8-
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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.
-9-
The ENGINEER 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 Contract or its claim thereto unless by
and with the written consent of the TOWN.
The ENGINEER 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 ENGINEER for the purposes of fulfilling the
obligations under this Contract shall be consistent with and subject to the provisions of this
Contract. Subcontracts will not relieve or discharge the ENGINEER 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.
-11-
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ENGINEER will defend, indemnify and hold the TOWN harmless from all claims, liabilities,
demands, costs, expenses (including attorneys' fees) and causes of action arising out of third
party claims for bodily injury (including death) and damage to tangible property to the extent
caused by a negligent act or omission of ENGINEER, its employee or subconsultant.
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.
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It is further agreed that the TOWN may terminate this Contract 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 Contract 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.
ENGINEER will defend, indemnify and hold the TOWN harmless from all claims, liabilities,
demands, costs, expenses (including attorneys' fees) and causes of action arising out of third
party claims for bodily injury (including death) and damage to tangible property to the extent
caused by a negligent act or omission of ENGINEER, its employee or subconsultant.
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It is understood and agreed by the TOWN and the ENGINEER 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 ENGINEER a copy of the Contract Performance Record
Form shall be furnished to the ENGINEER.
-14-
The ENGINEER 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 ENGINEER 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.
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-16-
The ENGINEER shall at all times during the Contract maintain in full force and effect Employer's
Liability, Worker's Compensation (MGL c.152), Commercial General Liability, Auto Liability, and
Property Damage Insurance. The Commercial General Liability and Auto Liability policy shall
include contractual liability coverage. 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 Contract); and before commencement of work
hereunder the ENGINEER agrees to furnish the TOWN with certificate(s) of insurance. The
certificates shall contain the following express obligations: "In the event of cancellation or
material change in a policy that would cause non-compliance with the specific provisions
required herein affecting the certificate holder,thirty (30) days prior written notice will be given
the certificate holder." Where notice is not provided by ENGINEER's insurer, the notice will be
provided by the ENGINEER. The TOWN shall be included as an additional insured under each
policy or policies, except Workers' Compensation and Employers Liability.
For the purpose of the Contract,the ENGINEER shall carry the following types of insurance in the
limits specified below.
• Workers' Compensation—the required statutory amount
• Employer's Liability—$500,000
• General Liability — including Bodily Injury & Property Damage Liability — $500,000 per
occurrence and $500,000 general aggregate
• Automobile Liability — including Bodily Injury & Property Damage Liability — $1,000,000
combined single limit for each accident.
• Excess Umbrella Liability—$1,000,000 for each occurrence and in the aggregate.The total
limits required may be satisfied by any combination of the primary and excess umbrella
limits.
The coverage shall be in force from the time of the Contract 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 three (3)years after completion.
-17-
The ENGINEER 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 ENGINEER 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,
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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 ENGINEER 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 ENGINEER, or any
authorized sub-contractor 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 ENGINEER, or
any authorized sub-contractor 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 c.149, §2713.
-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 ENGINEER 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 Contract.
-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 ENGINEER 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.
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IN WITNESS WHEREOF the parties have hereto and to one other identical instrument set forth their
hands the day and year first above written.
THE TOWN THE ENGINEER
Jacobs Engineering Group Inc._
Departm nt Name of Firm
Date: 2 (2�O I Z 07-4 Date:
Laura Frank—Director of Operations
Melissa Murphy-Rodrigues , by: Print Name &Title
TOWN Manager
Date: Date:
Federal Identification
No.: 95-4081636
APPROVED AS TO FORM:
Christine P. O'Connor,TOWN Counsel
Date
CERTIFICATION AS TO AVAILABILITY OF FUNDS:
Lyne_5IIvage,TOWN Accourunt
Date:
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APPENDIX C
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.
Signature Date
Laura Frank—Director of Operations Jacobs Engineering Group Inc.
Print Name &Title Company Name
CERTIFICATE OF TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A(b), I
Laura E. Frank , authorized signatory for Jacobs Engineering Group Inc.
Name of individual Name of ENGINEER
do hereby certify under the pains and penalties of perjury that said ENGINEER-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 ENGINEERS, and withholding and
remitting child support.
t/vt,-_
a
Signature Date
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CERTIFICATE OF AUTHORITY
I, Elizabeth Refinski, hereby certify that I am the Assistant Secretary of Jacobs
Engineering Group Inc., a corporation duly organized under the laws of the State of
Delaware, in the United States of America (the "Company'). I do further certify that
Laura E. Frank is the Director of Operations of the Company and is duly authorized by
the By-Laws, Articles of Incorporation, general resolutions and other authority of the
Company to execute and deliver for in behalf of the Company, the CONTRACT FOR
ENGINEERING SERVICES WITH THE TOWN OF NORTH ANDOVER between the
Town of North Andover and Jacobs Engineering Group Inc. I further certify that such
authority has not been repealed, rescinded, or amended.
IN WITNESS WHEREOF, I have hereunto set my hand and attached the Corporate Seal
of the Company on this 9th day of February 2024.
Elizabeth Refinski
Assistant Secretary
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SEAL
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CDRS\CDRS#354790\Certificate of Authority Town of North Andover—Signed and
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