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HomeMy WebLinkAboutContract #: 1830 - From: 03-21-2025 To: 03-21-2026 - Civic Plus - IT CONTRACT NO. VENDOR NO. 21491 CONTRACT WITH THE TOWN OF NORTH ANDOVER THIS CONTRACT made and entered into on the date of signature below, by and between Civic Plus, a limited liability company duly authorized by law and having a principal place of business at 302 South 41h Street, Suite 500, Manhattan, Kansas 66502, 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 has determined CivicPlus to be a sole source vendor for annual website hosting and annual process automation, 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: -I- The VENDOR agrees that it will provide annual website hosting and annual process automation for Boards and Committees as described in accordance with the Specifications and the price quote. The VENDOR will report to the signatory Department Head of this CONTRACT. -2- The Contract Period will commence upon signing and continue for 1 year.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-five thousand and 00/100 ($45,000.00) 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 the date of an invoice. 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- Reserved. -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. -7- 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 -8- It is further agreed by the VENDOR 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 VENDOR'S 2 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, which 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. -10- 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. -11- 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.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. 3 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. Such prior written approval shall not be unreasonably withheld. -14- It is further agreed that either Party may terminate this CONTRACT without cause, upon sixty(60) 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. -15- 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, no more than once annually, and at the sole expense of TOWN, 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, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. -18- 4 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. -19- 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 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. APPROVED: VENDOR By Melissa Murphy-Rodrigues Name: ArttVVikandler Town Manager, North Andover Title: SVP of Customer Success APPROVED AS TO FORM: TOWN OF NORTH ANDOVER Christine P. O'Connor Town Counsel Department Head A6,& AA 1A1 Ky War e Town Accountant Date: CERTIFICATIONS 5 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. / , I Signature: �' �` Date: 3/21/2024 Amy Vikander, Senior VP of Customer Success CivicPlus, LLC Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I Amy Vikander , authorized signatory for CiviCPlus, LLC Name of individual Name of contractor 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. 3/21/2025 Signature Date 6 Certificate of Authorization (NOTE: A certified vote of the corporation may be substituted for this form.) The Vendor, CivicPlus, LLC is: (CHECK ONE) (Name of Company/Consultant/Corporation) A. a corporation formed and existing under the laws of the state of and pursuant to the corporate by-laws, (Insert Name and Title of Authorized Representative) 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 upon the corporation. X B. a limited liability company or a partnership formed and existing under the laws of the state of Kansas and pursuant to the limited liability company agreement or partnership agreement, Amy Vikander,Senior VP of Customer Success (Insert Name and Title of Authorized 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 behalf by such duly authorized individual shall be valid and binding upon the company or partnership. C. is a sole proprietorship owned an operated exclusively by the undersigned. (Insert Name and Title of Authorized Representative) Execution of any contract or obligation in this sole proprietorship's name by such duly authorized individual shall be valid and binding. Signature: (Must be signed by Corporate Officer,Partner, or Sole Propr* or) Print Name of Above Senior VP of Customer Success Title 3/21/2025 Date 7 Initial Term 12 Months Initial Term Invoice Schedule 100% Invoiced upon Signature Date Renewal Procedure Upon mutual agreement of the Parties sixty days prior to the end of the Initial Term. Annual Uplift 5% to be applied in year 2 This Statement of Work ("SOW")shall be subject to the terms and conditions of the CivicPlus Master Services Agreement and the applicable Solution and Services terms and conditions located at https://www.civicplus.help/hc/en-us/p/legal- stuff(collectively, the "Binding Terms"), By signing this SOW, Client expressly agrees to the terms and conditions of the Binding Terms throughout the term of this SOW. V.PD 06.01.2015-0048 Page 2 of 3 Acceptance The undersigned has read and agrees to the following Binding Terms, which are incorporated into this SOW, and have caused this SOW to be executed as of the date signed by the Customer which will be the Effective Date: For CivicPlus Billing Information, please visit https://www.civicplus.com/verify Authorized Client Signature CivicPlus By(please sign): By(ple sign Printed Name: Printed Nam: Amy Vikander Title: Title: Senior VP of Customer Success Date: Date: 3/21/2025 Organization Legal Name: Billing Contact: Title: Billing Phone Number: Billing Email: Billing Address: Mailing Address: (If different from above) PO Number: (Info needed on Invoice (PO or Job#) if required) V. PD 06.01.2015-0048 Page 3 of 3