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HomeMy WebLinkAboutContract #: 1893 - From: 09-04-2025 To: 08-31-2026 - Envisionware - Library CONTRACT NO. VENDOR NO. 26146 CONTRACT WITH THE TOWN OF NORTH ANDOVER FOR SUPPLIES THIS CONTRACT made and entered into this _ day of August, 2025, by and between Envisionware, Inc., a domestic profit corporation duly authorized by law and having a principal place of business at 3820 Mansell Road, Suite 350, Alpharetta, Georgia 30022, 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 requested quotes for the purchaser of patron self-check systems, 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) new patron self-check systems as described in accordance with the Quotation No. US-96053. All terms and conditions of this contract will take precedence over any terms and conditions in the Quote. The VENDOR will report to the signatory Department Head of this CONTRACT. -2- The Contract Period will commence upon execution and terminated on August 31, 2026. 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 Sixteen Thousand two hundred thirty-five and 00/100 ($16,235.00) 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. -7- 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 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. In no event shall the Town indemnify any party or passthrough party to this contract. CUSTOMER hereby agrees that Vendor's total liability to CUSTOMER for any and all liabilities, claims or damages arising out of or relating to this Agreement, regardless of cause or the legal theory asserted, including but not limited to breach of contract or warranty, tort, strict liability, statutory liability or otherwise, shall not, in the aggregate, exceed one (1) time the purchase price for any software or hardware, or one (1)time the fees paid to Vendor during the previous 12-month period for any services. The parties acknowledge and agree to the foregoing liability risk allocation. Any claim by CUSTOMER against Vendor relating to this Agreement must be made in writing and presented to contractor within six (6) months after the date on which this Agreement expires or is otherwise terminated. In no event shall either party be liable to the other for any punitive, exemplary, special, indirect, incidental or consequential damages, including, but not limited to, lost profits, lost business opportunities, loss of use or equipment down time, and loss of or corruption of data, arising out of or relating to this Agreement, regardless of the legal theory under which such damages are 2 sought, and even if the parties have been advised of the possibility of such damages or loss, and notwithstanding any failure of essential purpose of any limited remedy. -8- 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. -9- The VENDOR agrees to complywith 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. -10- 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. 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. -11- 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. 3 -12- 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. -13- 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. -14- 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. -15- 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, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. -16- 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. -17- In the event of a conflict between this contract and any of its attachments, the terms of this contract shall prevail. Moreover, as to any live link attachment(s), only that version agreed to at the time of execution shall be incorporated by reference into this contract. 4 -18- 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. ATTACHMENTS EnvisionWare_EULA Stevens Memorial 08152025.docx Cert_HOU_Town of North An dove r_4234022_1.pdf APPROVED: VENDOR By Melissa Murphy-Rodrigues Johi C. Dexter, General Manager Town Manager, North Andover EnvisionWare, Inc. APPROVED AS TO FORM: TOWN OF NORTH ANDOVER cuoKp(j.�& %A �,</OL;tqqk"� Christine P. O'Connor Kathleen Keenan, Library Director Town Counsel De tment Head pa ..,. tx A-A, U-s Kyl Wa e To n Ac untant 5 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: 2 Date: August 22, 2025 John C. Dexter, General Manager EnvisionWare, Inc. Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I John C. Dexter , authorized signatory for EnvisionWare, Inc. 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. JZ_ August 22, 2025 Sig1fature Date 6 CERTIFICATE OF AUTHORITY I do hereby certify that by authority of the directors of EnvisonWare, Inc., that John Dexter is granted Level C signing authority and is therefore authorized and empowered to make, approve and execute contracts on behalf of EnvisonWare, Inc. I do hereby certify that said authority has not been amended or repealed and is in full force and effect as of this date and that John Dexter is an authorized Level C signatory of EnvisionWare, Inc. Attest: 1r / Mark Miller, Director EnvisionWare, Inc. Date Signed: 17 April 2023