HomeMy WebLinkAboutContract #: 1765 - From: 08-12-2024 To: 12-31-2024 - Banks Quan Associates - Town Manager CONTRACT NO. I I
VENDOR NO. 25744
CONTRACT FOR DESIGN SERVICES WITH THE TOWN OF NORTH ANDOVER
This CONTRACT made and entered into on I'� day of August, 2024, by and between Banks II
Quan &Associates, Inc. (dba B2Q Associates), a Massachusetts corporation with a usual place of
business at 100 Burtt Road, Suite 212,Andover, Massachusetts 01810"DESIGNER" 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 Design Services for 120R Main
Street Electrification.
WHEREAS, the DESIGNER 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 DESIGNER will complete the following scope of work: Schematic design services for
electrification at 120R Main Street.
DESIGNER'S Schedule and Fee Structure is set forth the DESIGNER'S proposal attached as Exhibit
A.This Contract will commence upon execution and terminate on December 31, 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.
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The DESIGERS's Bid, Scope of Services, Price Proposal and Fee Schedule, all required
Certifications, all Insurance Binders, 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 Agreement 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 Sixty-seven Thousand four
hundred forty-six and 00/100 ($67,446.00) Dollars. This Contract is expressly subject to and
contingent upon an appropriation of funds.
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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 DESIGNER for breach of this Contract.
-5-
The DESIGNER 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 in accordance with the design schedule in
the Price Proposal in a good and workmanlike manner under the supervision of, and to the
reasonable satisfaction of the Department Head in the TOWN. The DESIGNER states that it is
qualified, and is in all relevant aspects, in good standing. The DESIGNER 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 DESIGNER shall commence work promptly upon execution of this Agreement and shall
prosecute and complete the work regularly and diligently at such a rate as to complete the scope
in accordance with the schedule and assumptions in the Price Proposal.
The DESIGNER shall use their best skills and attention, which shall not be less than such state of
skill and attention generally rendered by the DESIGNER for projects similar to this Project in
scope, difficulty and location. Consistent with the referenced standard of care, the DESIGNER
shall be responsible for the professional and technical accuracy for all work or services furnished
by him or his consultants and subcontractors. The DESIGNER shall perform his work under this
Agreement in a competent and professional manner.
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 DESIGNER 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.
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The DESIGNER shall produce, if applicable, one (1) reproducible copy of all drawings, plans,
specifications and other documents prepared by the DESIGNER which shall become the property
of the TOWN upon payment in full therefor to the DESIGNER. Ownership of stamped drawings
and specifications shall not include the DESIGNER's certification or stamp. Any re-use of such
documents without the DESIGNER's written verification of suitability for the specific purpose
intended shall be without liability or legal exposure to the DESIGNER or to the DESIGNER'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 DESIGNER's rights under this Agreement.
-8-
The TOWN shall furnish to the DESIGNER 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 DESIGNER 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 DESIGNER must satisfy himself as to the
correctness of such information. If, in the opinion of the DESIGNER, such information is
inadequate,the DESIGNER may request the TOWN's approval to verify such information through
the use of consultants or additional exploration. In no case shall the DESIGNER commence such
work without the TOWN's prior written consent. Such work shall be compensated as agreed
upon by TOWN and DESIGNER.
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The DESIGNER shall give its personal attention to the 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 DESIGNER 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 DESIGNER 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 DESIGNER 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.
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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.
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It is further agreed by the DESIGNER 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
DESIGNER's performance or non-performance of this Contract, then the DESIGNER, without
reservation, shall indemnify and hold harmless the TOWN against any and all claims arising out
of the DESIGNER's performance or non-performance of the Agreement to the extent that such
claims arise out of the DESIGNER's negligent acts or omissions.
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 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. Upon
termination of this Agreement, the TOWN agrees to pay the DESIGNER for the value of all work
completed until the date of termination.
-13-
It is understood and agreed by the TOWN and the DESIGNER 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 DESIGNER a copy of the Contract Performance Record
Form shall be furnished to the DESIGNER.
-14-
The DESIGNER 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 DESIGNER 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 DESIGNER 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 DESIGNER 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 DESIGNER's insurer, the
notice will be provided by the DESIGNER. The TOWN shall be named as an additional insured
under each policy or policies, except Workers' Compensation.
For the purpose of the Contract, the DESIGNER 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
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 DESIGNER will carry out the obligations of this Contract in full compliance with all of the
requirements imposed by or pursuant to General Laws c.1516 (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 DESIGNER 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 DESIGNER 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 DESIGNER, 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 DESIGNER, 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, §276.
-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 DESIGNER 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 DESIGNER 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 parties have hereto and to one her identical Instrument set forth their
hands the day and year first above written.
THE TOWN THE DESIGNER
Meria Murphy-Rodrigues KCJ�Associ -Nancy Ranks CEO
TOWN Manager
Date;
Department tHiead
APPROVED
APPROVED AS TO FORM:
Christine P.O'Connor,TOWN Counsel
Date
CER 1FnITIOFAST AVAILABILITY FFUNDS:
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_CERTIFICATIONS
CERTIFICATE OF NON-COLLUSION
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 pemon. As used in this
certification, the word "person"' shall mean natural person, business, partnership, corporation,
cornmittoc,union,club or other organization,entity,or group of individuals.
Signature� Date..,_P.411 2)M
—Nancy Banks B2Q Associates......
Print Name&Title Company Name
CERTIFICATE OFT COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws,Section 49A(b),I
_Nancy O,ankl s .............. authorized signatory for—B2Q Ass ociatzs__,,__,_,_
Name of indiyZal ftzw.ofconlractor
doh certify under the pains and penalties of peijury 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,reportrig of ernpCoyees and contractors,and withholding and remitting
child support
08/1212024
Cmffiotq. f�utit ' t°
(NUFE-A certified vote of the corporation may be substituted for this form.)
Tbe Vendor,_,_B2Q_AssociaIes is:(CHECK ONE)
(Now,ort'arann t`rwawan�u art owl
A,X a corporation foffned and existing under the laws of the to of
--MA,-—'— d and pursuant to the corporate by.4aws,
R;W'y Ban ks-CFf.-T—' .....,_
(hisert Nanw and Title�Df Authorized Repa esentatorc)
is authorized to execute contracts in the name of said corporation.Such execution of any
contract or obligation in this corporation's name on its behalf by such duly authorized
individual shall be valid and binding Won the corporation
R a Imuted liability company or a putncrship formed and existing unda the
laws of the state limited fiabihty rn
copam
and pursuant to the
agreement or partnership agrcarnem,
(ftwen,Name and Title of Audwrized Representative)
is authorized to execute contracts in the name of said company or partnership,Such
execution of any contract or obligation in this company or partnership's name on its
beball'by such duly audiorized individual shall be valid and binding upon the company or
partnership,
Cl. is a.sole proprietorship owned an operated exclusively by the undersigned,
Fiep"—m-s—n—mead'—,
ta—d v'—e)"
Execution of any cownct or obligation in this sole proprietorship's name by such duly
authorized individual shall be,valid and binding.
-1Z';I I/
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(Must be W by Corporate Officer,Partner,or Sole
Proprietor)Print Name ofAbove
CEO
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Date