HomeMy WebLinkAboutContract #: 1734 - From: 05-06-2024 To: 06-30-2025 - Circuit Breaker Sales - WTP CONTRACT NO.
VENDOR NO. 22275
CONTRACT WITH THE TOWN OF NORTH ANDOVER FOR SUPPLIES
THIS CONTRACT made and entered into this 5 day of May,2024,by and between Circuit Breaker
Sales NE LLC, a domestic profit corporation duly authorized by law and having a principal place
of business at 79 Main Street, Seymour, CT, 06483, hereinafter called "VENDOR", and the and
the TOWN of North Andover, ("TOWN") a municipal corporation duly established by law and
located at 120 Main Street, North Andover, Essex County, Commonwealth of Massachusetts.
WHEREAS,the TOWN issued its Request for quotes dated April 16,2024 for Purchase/Repair of
Two (2)$00 Amp Circuit Breakers and Two(2)1,600 Amp Circuit Breakers and;
WHEREAS, the TOWN has accepted the VENDOR'S proposal subject to the conditions and
agreements herein contained;
NOW,THEREFORE, IT IS AGREED by and between the Parties as follows:
-1-
The VENDOR agrees that it will provide Two(2)900 Amp Circuit Breakers and Two(2)1,600 Amp
Circuit Breakers as described in accordance with the Request for Quotes,Specifications, and the
Bid. The Request for Quotes,the Specifications,the Bid,all required Certifications, all Insurance
Binders, and if applicable, the Schedule of Minimum Wage Rates, are incorporated herein and
made a part of this CONTRACT.
The VENDOR will report to the signatory Department Head of this CONTRACT.
The Contract Period will commence on May 6, 2024 and terminating June 30, 202S. Any
extensions of time must be by written NOTICE per paragraph 19 from the TOWN, and are at the
sole discretion of the TOWN.
-3-
Total payments under this CONTRACT shall not exceed Forty-four thousand seven hundred eighty
and 00/100 ($44,780.00) Dollars. 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 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 VENDOR for breach of this Contract.
-5-
The VENDOR 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-
The VENDOR 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 VENDOR 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 VENDOR 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 VENDOR's insurer,the notice
will be provided by the VENDOR."The TOWN shall be named as an additional insured under each
policy or policies,except Workers'Compensation.
For the purpose of the Contract, the VENDOR 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—$1,000,000 for each occurrence
2
It is further agreed by the VENDOR that,in the event the TOWN issued in a court of law or equity,
or demand is made upon the TOWN for payment of any damages arising out of the VENDOR'S
performance or non-performance of this Contract, then the VENDOR,without reservation, shall
indemnify and hold harmless the TOWN against any and all claims arising out of the VENDOR'S
performance or non-performance of the CONTRACT.
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.
-9-
This Contract is subject to all laws of the Commonwealth of Massachusetts, federal, state and
local, is are applicable to this Contract or work with a public entity;and it is presumed that
the VENDOR 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.
The VENDOR agrees to comply with all the provisions of General Laws,Chapter 30B and all related
sections, including amendments thereto, in performing all work under this CONTRACT, and the
provisions of said sections are made a part of this CONTRACT and are to be considered as
covenants, terms and conditions hereof as though all the provisions were specifically
incorporated herein,and the provisions of the said sections shall apply even though it may appear
they are not applicable to the work of the type to be performed under this CONTRACT.
The VENDOR 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. The VENDOR will, if applicable,
comply with the wage rates as determined by the Commissioner,of the Department of Labor and
Industries, under the provisions of General Laws c.149 (Prevailing Wage), and shall be in force
and as amended.
-12-
The VENDOR 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
3
any executive orders, rules, regulations, and requirements of the Commonwealth of
Massachusetts as they may from time to time be amended.
The VENDOR 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.
-13-
The VENDOR 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.
-14-
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.
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. 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.
-16-
The VENDOR certifies that any and all taxes and municipal fees due and owing to the TOWN of
North Andover have been paid in full.
-17-
This contract is only binding upon,and enforceable against the TOWN if: 1)the Contract is signed
by the TOWN Manager or her designee; 2)and endorsed with approval of TOWN Counsel as to
form.
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 VENDOR for the purpose of audit,
examination, and/or to make excerpts or transcript all records, contracts, invoices, materials,
4
payrolls,records of personnel, conditions of employment and other data relating to all matters
covered by this Agreement.
-18-
This Instrument, 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.
-14-
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 partyhereto 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 VENDOR shall be deemed sufficient If sent
to the address set forth in the Contract and to the TOWN by being sent to the Town Manager,
North Andover Town Hall at 120 Main Street,North Andover,Essex County,Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the VENDOR 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.
APP Ep: VENDOR
lissa Murphy-Rodrigues
Town Manager,North Andover Fed.I.D.or Social Security No.
APPROV ED AC TO FCI:M: TOWN OF NORTH ANDOVER
�. ............w..._..._
er
eadCristine P. Connor Z[)epa
Town Counsel munt
Ky e a e
To' n A countant
Date:
s
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 or "person" shall mean natural person, business, partnership, corporation,
committee, union,club or other organization,entity,or group of individuals.
Signature: Date: 5/7/24,
13nan Consiw,�tino VP Circuit Bleaker Sales III4E, IlLLC
Company Name
CERTIFICATE OF TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A(b),I
Bdan Constarit4io authorized signatory for Ci�ctjft Bmakw Sales NE, LLG
Name ofcontractor
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.
50124,
Signature Date
6
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 officcr under seal of shall be valid and binding upon
I hereby certify that I am the clerk of the above named mmmand
that ..................... w ww 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)
OMNIBUS CONSENT IN LIEU OF SPECIAL MEETING OF THE SOLE MEMBER
November 18,2020
The undersigned, being the respective sole member(the"_M_gRWj of each of(1)Group CBS
Holdings,LLC,(ii)Advanced Electrical and Motor Controls, LLC,(iii)CBS Aressfe,L (iv)Grow
CBS, LLC and (y) Circuit Breaker Sales NE, LLC (cach a and collectlWy, the
jCM9AMIJ in lien of holding a specid meatiag of such Membe4 hereby Wm the following actions
and adopts the following resohdiom by written consent(this" to the Limited Liability
Company Ageement of each Company,and the LWW Liability Company Act of the State of Deiawere:
RPOINTKM AND RESIGNATION F OMCERS
RESOLVED,that the following from the officer positions listed next to
such persWs .
Group CBS Holdings, Randy Roumillat ice Presidentj
LLC
Advanced Electrical and Randy Rounifflat ice President)
Motor Controls,LLC
CBS Aresafe,LLC Tommy Phillips(President)
Group CBS,LLC Randy Roumillat(President)
'NatalieBerg woe President)
Circuit Breaker Sales NE, John N (President)
LLC Tim Kelly(Vice )
Lou Lavorgna(Vice )
Daniel (Vice President
RESOLVED,that the following persons are hereby appointed as officers of each Company,in
accordance with the table below,until his or her succesm is duly elected and quaHrwd or until his or her
earlier death,resignation or removal:
Group CBS Holdings, _ John Degenova(VicePresident)
LLC
Advanced Electrical and Michael Albright(Vice President)
Motor Controls,LLC
CBS Aresafe,LLC Ben Walterscheid(President)
Dan Rigby(Vice President)
Group CBS,LLC Dan Rigby(President)
Circuit B Sales NE, Dan Rigby(President)
LLC Brian Constantino(Vice )
AFFIRMATION QE ORAM OFECERS
RESOLVED, that for clarification purposes and for the avoidance of doubt, immediately
following the appointment of the officers in the preceding resolutiorm the following will comprise the
officers,as applicable,of each y:
Group CBS Holdings, Finley Ledbetter(President)
LLC Dan Rigby(Vice President)
John Degenova(Via t)
Eric Quinn(Via President Secretary,T )
Dave Mahoney(Chief Operating Officer)
Joe Ruiz(Chief Financial Officer)
Advanced Electrical and Dan Rigby(President)
Motor Centrok LLC Micbad Albright(ViaPresident)
Eric Quinn(Vice Pmident,Secretary )
Dave Mahoney(Chief Operating )
Joe Ruiz Chief Financial Officer)
CBS Aresafe,LLC Hen Waltembeid(President)
Eric Quinn(Vice President,Secretary,T )
Dan Rigby(Vice President)
Dave Mahoney(Chief OpetiWmg Of ficer)
Joe Ruiz Chief Financial Officer
Group CBS,LLC Dan Rigby(President)
Eric Quinn ice Presiderrt,Secretary,T )
Dave Mahoney(Chief Operating Ca)
Joe Ruiz Chief Financial Officer) _
Circuit Breaker Sales NE, ban Rigby(President)
LLC Finley Ledbetter(Vice )
Brian Constantino(Via )
Eric Quinn(Vice President Secretary,T urer)
Dave Mahoney(Chief Operatingofficer)
Joe Ruiz(Chief Financial Officer)
GENERAL
RESOLVEW, that the Presidents, Chief Executive Officers, Chief Financial OfficeM Vice
Ppasidents,Treasurers,Secretaries, and each other authorized officer(collectively,the _ ")
of each Company are hereby authorized to do and perform and any all such acts including the execution
of auy and all such documents,agreements and certificates to carry out the purposes mid intent of such
RESOLVED, that the Proper Officers of each Company are, and each acting alone `is, hereby
authorizod to do and perform any and all such acts,including the execution of any and all docurnents and
certificates as such officers deem necessary or advisable to carry out the purposes and intent of the
foregoing resoludorts.
RESOLVED,that any and all actions taken by the Proper Officers of each Company prior to the
date of this written consent which are within the mxthority conferred hereby are hereby ratified and
approved.
The actions taken by this Consent shall have the same force and effect as if taken at a special
meeting of the Member, duty called and conetuted pumusi t to each CompaWa Limited Liability
Company Agreement and the laws of the States of Delaware.
* * s s
IN WITNESS WHEREOF,the undersigned Members have executed this Consent as of
the date first set forth above.
GROUP CBS HOLDINGS,LLC
By: NORTH AMERICAN BREAKER CO.,LLC,
its Sole Member
Name: E`
Title:
ADVANCED ELECTRICAL AND MOTOR
CONTROLS,LLC
w
By: GROUP CBS HOLDINGS,LLC,its Sole
Member
Name: Quirn
.�...�....,��.....�o.�.,..��, ...�
Title: eke President
CBS ARC SAFE,LLC
By: GROUP CBS HOLDINGS,LLC,its Sole
Member
Name: ,.�W,.�.._�,......�._._...._�.���. m ._..._.
Title: ice Presided
[Sipature Page to Omnibus'Written t]
GROUP CBS.LLC
By: GROUP CBS HOLDINGS,LLC,its Sole
Member
Name* c Quinn
Title: Vice President
CIRCUIT BREAKER SALES NS,LLC
By: GROUP CBS HOLDINGS,LLC,its Sole
Member
Name: Quinn
71de: ice Presideat
[Signature Page to Omnibus Written Consent]