HomeMy WebLinkAboutContract #: 1960 - From: 04-16-2026 To: 10-01-2026 - Spencer Preservation Group - Community Development AGREEMENT FOR DESIGN SERVICES
THIS AGREEMENT is made as of the I(P day of April, 2026 by and between Spencer
Preservation Group,41 Valley Road, Suite 211,Nahant, Massachusetts 01908 (hereinafter called
the "Designer") and the TOWN OF NORTH ANDOVER, MASSACITUSETTS, a municipal
corporation duly established under the laws of the Commonwealth of Massachusetts (hereinafter
called the "Town").
PRELIMINARY RECITALS
A. The Town seeks to obtain certain design services associated with the design and
engineering services for improvements to Scholfield Mill("the Project").
B. The Designer possesses the expertise to perform and/or coordinate such services
in a timely and professional manner.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Description of Project/Scope of Services The nature and scope of the
services to be performed by the Designer are described in this Agreement and in the Proposal for
Services and Fees attached hereto and made a part hereof(the "Services").
Section 2. Time for Performance The Services shall be performed and completed no
later than October 1, 2026.
Section 3. Designer's Status The Designer's relationship to the To is that of an
independent contractor and not that of an agent or employee of the Town.
Section 4. Designer's Performance
4.1 In the performance of the Services, the Designer will observe and comply with all
federal, state and local laws, ordinances, codes, rules, regulations and orders applicable to the
Project and the Services to be rendered by the Designer in connection therewith including but not
limited to the applicable provisions of M.G.L. Chapter 7, M.G.L. Chapter 30, and M.G.L.
Chapter 149. If a Contractor to the Designer performs Services which the Designer knew or
should have known to be contrary to any laws, statutes, ordinances, building codes, rules or
regulations without notice to the Town, the Designer shall assume full responsibility for such
work and shall bear and be liable to the Town for the attributable costs and damages arising
therefrom and indemnify the Town against the adverse consequences thereof.
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4.2 All of the Services to be performed by the Designer under or pursuant to this
Agreement, from the inception of the Agreement until the Services have been fully performed,
shall conform to the standards of care and skill which prevail among competent and qualified
professionals under the same or similar circumstances involving a project and services such as
the Project and Services described herein. Designer shall exercise due care to prepare all
drawings, plans and specifications for the Project in conformity with the requirements of the
State Building Code, 780 CMR 1.00, et. seq. and to any other applicable federal, state, municipal
and local laws, ordinances, rules, regulations, codes and orders, including, without limitations,
the rules and regulations of the Massachusetts Designer Access Board, 521 CMR 1.00 et. seq.
Designer shall certify such matters to the Town and all other interested parties to facilitate the
financing or sale or other disposition of the Project by the Town as and when requested by the
To from time to time. All such certificates shall be in a form reasonably acceptable to the
To and all other interested parties.
4.3 The Designer shall coordinate and/or provide all technical and professional
services, including labor, materials, supplies, equipment, transportation, accommodation,
subsistence and supervision to perform all Services as set forth herein. All of the Services to be
performed and/or coordinated by the Designer will be in accordance with current technological
practices, means, methods, procedures and techniques for projects such as the Project as of the
time the Designer performs the Services.
4.4 The Designer will furnish efficient business administration and superintendence
and perform the Services in the most expeditious and economical manner consistent with the
interests of the Town.
4.5 Designer represents and warrants it is duly licensed (and in good standing) to
perform the Services in the Commonwealth of Massachusetts. Designer further represents and
warrants that it is familiar with and has a working knowledge of the Massachusetts provisions
relating to competitive bidding and public construction projects, including, without limitations,
G.L. c. 7, §§38A-380, G.L. c. 149, §§44A44H, and G.L. c. 30, §39M, and all related laws and
regulations. The Designer agrees that if in the opinion of the To the Designer is not familiar
with such provisions, the Designer shall engage, at its own expense, competent personnel subject
to the approval of the Town. The Town's approval of such personnel shall not relieve the
Designer of its duties and obligations under this Agreement.
4.6 In connection with any Services rendered by the Designer, the Designer shall at
all times keep the project sites free from accumulations of waste materials or rubbish caused by
the Designer's activities. At the completion of the Designer's work under this Agreement, the
Designer shall remove any waste materials and rubbish brought onto the Site by the Designer or
any of its subcontractors from and about the Site.
4.7 The Designer shall, at its own cost, completely repair, restore or replace (with the
same or equal materials) any buildings or improvements damaged or injured by activities under
this Agreement as a result of the Designer's activities or those of its agents, sub-contractors or
employees. All such repair or replacement shall be completed to the Town's satisfaction. Should
the Designer refuse or neglect to make such repairs or replacements within ten (10) days after
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receiving notice from the Town requesting such work, then the Town shall be entitled to perform
such work at the expense of the Designer.
4.8 Any services in connection with change orders and change directives which are
necessitated by a lack of reasonable clarity, deficiencies or conflicts with the Construction
Documents or other error or omissions of the Designer, shall not qualify as additional services
and shall be performed within the scope of the Services.
4.9 If the Services to be performed by the Designer involve the preparation of Written
Materials, such Written Materials prepared and to be prepared by the Designer for the Project
(and, in the case of drawings or plans and specifications, all improvements when built in
accordance therewith) will conform to the requirements of the State Building Code, 780 CMR 1,
et sec,., and to any other applicable federal, state, municipal and local laws, ordinances, rules,
regulations, codes and orders in effect at the time such work is performed. The Designer shall
certify such matters to the Town and all other interested parties, as and when requested by the
Town from time to time. All such certifications shall be in a form reasonably acceptable to the
To and all other interested parties.
4.10 The Designer shall give the Town reasonable notice of the commencement of any
work under this Agreement involving entry upon any project site. Authorization must be
obtained from the Town prior to the Designer's entering upon any project site for purposes of
conducting examinations and other work required to accomplish the Services. In addition,
during the course of such entry, the Designer shall use diligent efforts to minimize damage to
buildings and interference with the use of such sites. After the Town obtains site control and the
project has commenced the Designer may enter the project site as needed.
4.11 Andrew Shapiro, Assistant Town Manager, shall be the Town's primary contact
person with the Designer, and Lynne Spencer, will be the Designer's primary contact person
with the Town. These contact persons named herein shall remain with the Project from start to
completion of the Services covered in this agreement.
4.12 All of the foregoing is in addition to, and not in lieu of, any and all other duties,
obligations, liability and responsibility implied or imposed upon the Designer by law in
connection with the Services to be performed by the Designer hereunder.
4.13 The Construction Cost shall be the total cost or estimated cost to the Town of all
elements of the Project designed or specified by the Designer.
4.14 The Construction Cost shall include the cost at current market rates of labor and
materials furnished to the Town and equipment designed, specified, selected or specially
provided for by the Designer, plus a reasonable allowance for the Contractor's overhead and
profit. In addition, a reasonable allowance for contingencies shall be included for market
conditions at the time of bidding and for changes in the Work during construction.
4.15 Evaluations of the Town's Project budget, preliminary estimates of Construction
Cost and detailed estimates of Construction Cost, if any, prepared by the Designer, represent the
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Designer's best judgment as a design professional familiar with the construction industry. It is
recognized, however, that neither the Designer nor the Town has control over the cost of labor,
materials or equipment, over the Contractor's methods of determining bid prices, or over
competitive bidding, market or negotiating conditions. Accordingly, the Designer cannot and
does not warrant or represent that bids or negotiated prices will not vary from the Town's Project
budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the
Designer.
Section 5. Compensation
5.1 The Designer shall be paid a "fixed fee" amount for each major phase of service in
accordance with Schedule 11 attached hereto, which will include all labor, overhead, profit,
insurance, office, travel, and any other direct or indirect cost in connection with the Designer's
provision of services as specified in Schedule I "Scope of Services" attached hereto, except for
"Reimbursable Expenses and Sub-Contractors" under Section 5.3 hereof. The Contract Sum
shall be paid as hereinafter provided in Section 6 hereof.
5.2 The Designer will enter into a certificate of a truth-in-negotiations certificate in the
form prescribed by G.L. c. 7, §3 8H(b) at the time of final execution of this Agreement.
5.3 "Reimbursable Expenses" and"Sub-Contractor" shall mean reasonable expenses pre-
approved by the Town and incurred by the Designer in connection with the conduct of approved
Services associated with the printing, copying, and mailing/delivery of printed materials such as
plans and specifications; and the use of outside sub-contractors for specialized technical services
deemed necessary by mutual consent of the Designer and the Town. The Designer shall submit
to the Town for approval a written scope of work and cost estimates for services proposal for
each sub-contractor prior to proceeding with the specified work. Payment for Reimbursable
Expenses and Sub-Contractor shall be made within thirty (30) days after receipt and approval by
the Town of a detailed monthly invoice of such expenses. Said monthly invoices shall (i) include
a detailed itemization of the services rendered/completed, along with attached copies of the
original invoices submitted to and paid by the Designer, and (ii) be certified as correct by the
Designer and shall contain a further certification by the Designer that all due and payable bills
with respect to the expenses shown in such monthly invoice have been paid to date or shall be
paid from the proceeds of the payment made pursuant to such invoice.
Section 6. Payment
6.1 Based upon the documentation submitted to the Town as hereinafter provided,the
To shall make progress payments on account of the Contract Sum as follows: The Designer
shall invoice the To once per month for the portion of the Services rendered/completed during
the past month. The amount of each monthly progress payment shall be equal to the percentage
amount attributable to the specific Phase of the Scope of Services completed as set forth in
Schedules 1, 11 & III attached hereto. The monthly invoice shall also contain separate progress
payment sums for work performed/completed by any sub-contractor as specified under Section
5.3 of this Agreement. Monthly invoices shall be paid within thirty (30) days after submission to
the Town of the following(all in form acceptable to the Town): (i) the certificate of the Designer
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stating that the Phase/portion of the Services for which payment is being requested has been
completed in compliance with this Agreement; (ii) reproducible of all plans, reports, studies and
other materials to be prepared and delivered to the Town in connection with the Phase/portion of
the Scope of Services for which payment is being requested.
6.2 Left intentionally blank
6.3 Neither the Town's payment of any progress payment or any final payment on
account of the Contract Sum hereunder, nor the Town's failure to withhold any such payment(s)
shall result in or cause a release or discharge of the Designer of its obligations hereunder or
constitute a waiver of any claims against the Designer.
6.4 Any provision hereof to the contrary notwithstanding, the To shall not be
obligated to make any payment (whether a Progress Payment or Final Payment) to the Designer
hereunder if any one or more of the following conditions exist,to-wit:
6.4.1 The Designer is in default of any of its obligations hereunder or otherwise is in
default under this Agreement;
6.4.2 Any part of such payment is attributable to Services which are not performed in
accordance with this Agreement;
6.6 No Progress Payment or other partial payment made hereunder shall be, or be
construed to be, final acceptance or approval of that part of the Services to which such Progress
Payment or other partial payment relates or relieve the Designer of any of its obligations
hereunder with respect thereto.
6.7 The making of Final Payment by the Town to the Designer shall not constitute a
waiver of any claims by the Town against the Designer arising from (i)unsettled liens, (ii) faulty
or defective Services, or any errors or omissions in the Designer's performance of the Services,
appearing after completion thereof, (iii) failure of the Services to comply with the requirements
of this Agreement, or (iv) the terms of this Agreement or provided by law pertaining to the
Designer's performance of the Services, or any breach thereof by the Designer, all of which shall
survive such Final Payment and final acceptance of the Services. The acceptance of Final
Payment shall constitute a waiver of all claims by the Designer except those previously made in
writing and identified by the Designer as unsettled at the time of the Final Request for payment.
Section 7. Changes in Services
7.1 All changes in the scope of the Services shall be effected by written instrument
signed by both the Town and the Designer. In no event shall the Town be required to accept
and/or pay for any Services beyond the scope of the Services set forth in Schedule 1, IA and IV
attached hereto unless the same is set forth in a written instrument signed by the Town and the
Designer, nor shall the Town be required to pay more for any such change in the scope of the
Services than is stated in such agreed upon written instrument.
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7.2 In accordance with G.L. c.7, §38HO), the Designer or its sub-contractors shall not be
compensated for any services involved in preparing changes that are required for additional work
that should have been anticipated by the Designer in the bid documents, as reasonably
determined by the North Andover Town Manager.
Section 8. Insurance
8.1 The Designer shall provide at its own expense and maintain during the term of
this Agreement, insurance policies issued by recognized and responsible insurers satisfactory to
the Town and authorized to do business in the Commonwealth of Massachusetts, covering the
Designer's activities in connection with this Agreement. Such insurance shall provide coverage
of the type and in the amounts specified. Coverages under 8.1.3, 8.1.4 and 8.1.5 shall be
provided on an "occurrence" basis.
8.1.1 As to claims covered by Worker's Compensation, the amount of the statutory
limits for any state in which Services are to be performed.
8.1.2 Employer's liability insurance with limits of not less than $1,00,000.00 except
that, if the new form policy is used, limits must be not less than $1,000,000.00 per
accident, $1,000,000.00 per bodily injury by disease and a $2,000,000.00 policy
limit on bodily injury by disease.
8.1.3 Insurance upon each motor vehicle used by the Designer in connection with the
work provided hereunder,providing public liability coverage as to such vehicle or
vehicles of not less than $1,000,000.00 for each occurrence and $1,000,000.00 in
the aggregate with respect to bodily injury and property damage.
8.1.4 A comprehensive general liability policy providing bodily injury coverage,
including death, for not less than $1,000,000.00 coverage as to each occurrence
and $5,000,000.00 aggregate and $1,000,000.00 property damage, with
contractual liability recognizing the indemnities contained in this Agreement and
completed operations for at least two (2)years.
8.1.5 Professional liability insurance covering claims arising out of errors, omissions
and acts by the Designer in rendering professional services, in the amount of
$1,000,000.00 or ten (10%) per cent of the project's estimated cost of
construction, whichever is greater, including contractual liability coverage, with
all coverage retroactive to the earlier of the date of this Agreement or
commencement of the Designer's Services with respect to the Project, which
coverage shall be maintained for a period of at least three (3) years after the date
of Final Payment by the Town to the Designer with respect to the Project.
8.1.6 Valuable papers insurance with a limit of not less than $120,000.00 for each loss,
insuring the restoration of any documents, reports, memoranda, analysis,
drawings and similar papers or data relating to the Services in the event of loss or
destruction.
8.2 Notwithstanding any other provision of this Agreement to the contrary, should
any insurance policy required by this Agreement be cancelled or otherwise terminated before the
completion of the Services hereunder, the Designer shall use all diligent efforts to procure and
maintain in force similar insurance from insurers satisfactory to the Town and shall provide
certificates of such insurance to the Town upon the execution of this Agreement and thereafter
upon the Town's written request. In the event that the Designer is unable to obtain the required
insurance coverage, then either the Designer or the Town shall have the right to terminate this
Agreement without penalty, such termination to be governed by the provisions of Section 21
hereof.
8.3 On the date of this Agreement, the Designer shall furnish a certificate evidencing
all of the required insurance coverage, and providing that no such coverage shall be cancelled
without at least thirty (30) days' prior written notice to the Town. The To shall ben ed as
an additional insured party under the policies specified in paragraphs 8.1.2, 8.1.3, 8.1.4, 8.1.5,
and 8.1.6 above.
Section 9. Indemnification
9.1 To the fullest extent permitted by applicable law, the Designer and its agents,
partners, employees, sub-contractors (collectively, "Indemnitors") shall and do agree to
indemnify, defend and hold harmless the Town and its representatives, officers, attorneys,
officials, employees and agents (collectively "Indemnitees") from and against all liability,
claims, demands, damages, losses, liens, causes of action, suits,judgments, fines,penalties, costs
and expenses (including, without limitation, reasonable attorney fees and costs of defense
regardless of the outcome of the claim or suit), of any nature, kind or description claimed,
asserted or prosecuted by any person or entity whomsoever, arising out of, caused by, or
resulting from(a)the performance of the Services or any part thereof, or(b) any act or omission,
negligent or otherwise, of the Indemnitors, anyone directly or indirectly employed by any of
them or anyone for whose acts they may be liable. This indemnity shall survive the termination
or expiration of this Agreement. This indemnity shall be in addition to, and not in lieu of, any
and all other professional liability which the Indemnitors have or may have to the Indemnitees or
to third parties as a matter of law. Indemnitors also shall pay and reimburse Indemnitees for any
and all reasonable attorney fees incurred by Indemnitees in connection with any litigation arising
under this Agreement as a result of any breach or default by Indemnitors hereunder.
The esigner's indemnification obligation covers all liability, claims or causes of action
arising out of but not limited to the following:
(a) Any infiingement (actual or claimed) of any intellectual property right, whether it
be trade secret, patent, trademark, copyright or trade name by reason of any
Services to be performed hereunder or by reason of anything to be supplied
hereunder; and
(b) Bodily injury, sickness, disease or death, or injury to or destruction of property
including the loss of use and consequential damages resulting there from.
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9.2 In the event more than one of the Indemnitors are connected with an accident or
occurrence covered by this indemnification, then each of such Indemnitors shall be jointly and
severally responsible to the Indemnitees for indemnification and the ultimate responsibility
among such Indemnitors for the loss and expense of any such indemnification shall be settled by
separate proceedings and without jeopardy to any Indemnitee. The provisions of this Section
shall not be construed to eliminate or reduce any other indemnification or right which the Town
or any of the Indemnitees has by law against the Designer or any of the Indemnitors.
Section 10. Notices All reports and payments, together with all notices and other
communications required to be given under the terms of this Agreement, shall be made in writing
and shall be deemed to have been made and given if mailed by certified mail, sent by overnight
courier, transmitted by electronic facsimile or hand delivered to the party to receive such notice,
addressed as follows:
To the Town: Town Manager
Town of North Andover
120 Main Street
North Andover, MA 01845
To Designer: Lynne Spencer
Spencer Preservation Group
41 Valley Road, Suite 211
Nahant, MA01908
Section 11. Confidential and Proprietary Information; the Ownership of
Documents
11.1 Unless provided otherwise by law, ownership and possession of all information,
data, reports, studies, designs, drawings, specifications, materials, computer programs,
documents, models, inventions, equipment, and any other documentation, product of
tangible materials to the extent authored or prepared, in whole or in part, by the
Designer pursuant to this Contract (collectively, the "Materials"), other than the
Designer's administrative communications, records, and files relating to this Contract,
shall be the sole property of, and shall vest in, the Owner as "works made for hire" or
otherwise, provided that the Owner complies with its payment obligations under this
Contract. The Owner will own the exclusive rights, worldwide and royalty-free, to and in
all Materials prepared and produced by the Designer pursuant to this
Contract, including, but not limited to, United States and International patents,
copyrights, trade secrets, know-how and any other intellectual property rights, and the
Owner shall have the exclusive, unlimited and unrestricted right, worldwide and royalty
free, to publish, reproduce, distribute, transmit and publicly display all Materials
prepared by the Designer. The Owner shall provide appropriate credit to the Designer,
in terms agreed upon by the Design, in any publicity about or plaque at the Project. The
Designer shall have a license to publish and publicly display all Materials prepared by
the Designer in its normal marketing and related professional and academic activities.
The Designer shall have a license to use the typical or standard details and all other
replicable elements of the Materials for this Project on other future projects. At the
completion or termination of the Designer's services required pursuant to this Contract,
copies of all original Materials shall be promptly turned over to the Owner. Once the
Owner has made payment for a particular Material ownership vests in Owner and
Designer must provide such Material to Owner within fifteen (15) days of Owner's
request for the same.
11.2 Without limitation upon the generality of the foregoing, it is expressly understood and
agreed that the Town may utilize the Materials with respect to construction,maintenance, repair,
alteration, expansion, modification and reconstruction of the Project at any time and from time to
time. Furthermore, the Town may utilize any of the Materials produced, generated or compiled
by the Designer or its Designers with respect to another project, provided the Designer shall not
be responsible for changes made to the drawings, plans, or specifications without the Designer's
authorization, nor for the Town's use of the drawings,plans or specifications on another project.
The Town agrees to the extent permitted by law hold the Designer harmless from and against any
and all claims, losses, liabilities and damages incurred by the Town or asserted by any other
entity or individual arising out of or resulting from any use of the Materials on other projects or
any reuse or modification of the Materials or any of Designers designs, drawings and
specifications. All of the Town's rights hereunder shall survive any cancellation, termination or
expiration of this Agreement.
Section 12. Default and Delays
12.1 If the Designer defaults or neglects to carry out the Services in accordance with this
Agreement or fails to perform any provision of this Agreement, the Town may, after five days'
written notice to the Designer and without prejudice to any other remedy he may have, make
good such deficiencies and may deduct the cost thereof from the payment then and thereafter due
the Designer or, at its option, may terminate this Agreement.
12.2 The Designer hereby agrees that it shall have no claim for damages of any kind on
account of any delay in the commencement of the Services and/or any delay or suspension of any
portion of the Services, whether such delay is caused by the Town or otherwise.
Section 13. Subcontracts
13.1 The Designer shall not delegate any of its duties hereunder, except to competent
and reliable sub-Designers and sub-contractors approved in advance and in writing by the Town.
13.2 Requests for approval of Services to be delegated by the Designer must include a
clear description of the work to be performed and the capabilities of the sub-Designers/sub-
contractors to perform such work. If requested by the Town, copies of executed contracts
between Designer and sub-contractor or for any other work delegated by the Designer shall be
delivered to the Town immediately after such execution.
13.3 The Designer represents that it has made and will make reasonable investigation of
all subcontractors to be utilized in the performance of work under this Agreement to determine
that they possess the skill, knowledge and experience necessary to enable them to perform the
Services required. Nothing in this Agreement shall relieve the Designer of its prime and sole
responsibility for the performance of the Services under this Agreement and the Designer shall
remain liable for all work performed by itself or any sub-contractor or other person performing
Services under the authority of the Designer.
Section 14. No Third Party Beneficiary All of the provisions of this Agreement are
solely for the benefit of the parties hereto, and none of the other provisions of this entire
Agreement shall inure to the benefit of any person not a party to the Agreement, and third parties
shall have no rights hereunder.
Section 15. Records
15.1 The Designer agrees that the Town and the Commonwealth of Massachusetts, or
any of their duly authorized representatives shall have access to any books, documents, papers
and records of the Designer which are directly pertinent to the project for the purposes of making
audit, examination, excerpts, and transcriptions.
15.2 The Designer shall maintain all records involved with this Agreement for a period
of six (6) years after the Town makes Final Payment and all pending matters are closed.
15.3 It is understood that authorized representatives of the Town may inspect or review
all Written Materials in progress during normal working hours. In order that all Written
Materials may be readily available for conference and periodic inspection by said
representatives, all Services involving the production of any Written Materials shall be
performed in adequately staffed office(s) located within the confines of the Commonwealth of
Massachusetts.
15.4 The Designer will protect the privacy of, and respect the confidentiality of
information provided by program participants, consistent with applicable federal and state laws
and regulations, including M.G.L. c. 66, §10, regarding access to public records.
Section 16. Liability of Town The liability of the Town under this Agreement is
limited to the compensation provided herein, and shall in no event include liability for incidental,
special or consequential damages, or lost profits, or for damages or loss from causes beyond the
Town's reasonable control.
Section 17. Assistance in Claims and/or Litigation
17.1 The Designer shall render assistance to the Town in claims and/or litigation in
connection with or arising out of this Agreement, including without limitation, any claims and/or
litigation involving the Designer or its subcontractors; and any claims and/or litigation brought
by or against the Town and any third parties, by providing only for the Town technical
information, analyses and expert witnesses. The Designer shall provide such services at a
mutually agreed upon and reasonable rate, except those Services which are required under this
Agreement or are necessitated by the alleged acts, errors or omissions of the Designer, all of
which shall be provided at no cost to the Town.
Section 18. Discrimination Prohibited.
18.1 In all hiring or employment made possible by or resulting from this Agreement, (1)
there will not be any discrimination against any employee or applicant for employment because
of race, color, religion, sex, or national origin, and (2) affirmative action will be taken to ensure
that applicants are employed, and that employees are treated during employment, without regard
to their race, color,religion, sex, or national origin.
18.2 No person in the United States shall, on the ground of race, color, religion, sex or
national origin, be excluded from participation in, be denied the benefits of, or be subject to
discrimination under any program or activity made possible by or resulting from this Agreement.
The Designer will comply with all requirements imposed by or pursuant to Title VI of the Civil
Rights Act of 1964.
Section 19. Certifications Required by Law The Designer, by executing this
Agreement, certifies the following:
(a) it has not given, offered or agreed to give any person, corporation or other entity
any gift, contribution or offer of employment as an inducement for, or in connection with, the
award of this Agreement for design services;
(b) that no consultant or sub-contractor to the Designer has given, offered or agreed
to give any gift, contribution or offer of employment to the Designer, or to any other person,
corporation, or entity as an inducement for, or in connection with, the award to the consultant or
sub-contractor of a contract by the Designer;
(c) that no person, corporation or other entity, other than a bona fide full time
employee of the Designer, has been retained or hired by the Designer to solicit for or in any way
assist the Designer in obtaining this Agreement for design services upon an agreement or
understanding that such person, corporation or other entity be paid a fee or other consideration
contingent upon the award of this Agreement to the Designer; and
(d) that the Designer has internal accounting controls as required by M.G.L. c. 30,
§39R, and that the Designer:
(1) will maintain accurate and detailed accounts for a six-year period after the
Final Payment;
(2) will file with the Town regular statements of the Designer concerning
internal auditing controls;
(3) has filed and will continue to file with the Commissioner of Capital
Planning and Operations an annual audited financial statement prepared
by an independent certified public accountant as required by M.G.L. c. 30,
§39R; and
(4) will submit a statement from an independent certified public accountant
that such CPA (or public accountant) has examined the Designer's internal
auditing controls and expresses an opinion as to their consistency with the
Designer's statements in (2) above and whether such statements are
reasonable with respect to transactions and assets that are substantial in
relation to the Designer's financial statements. (M.G.L. c. 7, §38H(e).
(e) that the Designer, and any sub-contractor to the Designer, represents, warrants
and certifies that it has complied with all laws of the Commonwealth of Massachusetts relating
to taxes and all by-laws, rules and regulations of the To of North Andover relating to taxes,
fees and charges, or is lawfully contesting the validity of the same. The Designer, and any sub-
contractor to the Designer, further represents, warrants and certifies that it will remain in such
compliance during the term of this Agreement, including any amendments or extensions hereto.
(f) That neither the Designer nor any consultants employed by the Designer have
been debarred pursuant to Section 44C of M.G.L. c.149.
Breach of any of the foregoing provisions shall be deemed a material breach which shall
entitle the Town to immediately terminate this Agreement and take any other action authorized
by law.
Section 20. Conflict of Interest
20.1 The Designer warrants that it has complied with all provisions of law regarding the
award of this Agreement and that it, or its employees, agents, officers, directors or trustees have
not offered or attempted to offer anything of any value to any employee of the Town in
connection with this Agreement.
20.2 The Designer further warrants that no employee of the Town of North Andover,
including unpaid members of Town boards and commissions, serves as an officer, director,
trustee or employee of the Designer, and that no employees of the Town of North Andover have
or will have a direct or indirect financial interest in this Agreement.
20.3 Violation of this Section shall be a material breach of this Agreement and shall be
grounds for immediate termination of this Agreement by the Town without regard to any
enforcement activities undertaken or completed by any enforcement agency. Termination of this
Agreement pursuant to this Section shall not waive any claims for damages the Town may have
against the Designer resulting from the Designers violation of the terms of this Section.
Section 21. Termination; Survival of Covenants
21.1 Notwithstanding any other provision of this Agreement, the Town reserves the right
at any time in its absolute discretion to suspend or terminate this Agreement in whole or in part
.................. I "I
for its convenience upon written notice to the Designer. If any portion of this Agreement so
suspended is not re-commenced by written notice of the To within the time period specified in
the written notice of suspension, the suspended portion of this Agreement shall be thereupon
deemed terminated as to that portion for the convenience of the Town in accordance with this
provision. The Town shall incur no liability by reason of such termination or suspension except
for the obligation to pay compensation for all Services performed to the termination date, which
obligation shall not exceed the limits established under each Phase of the Services as to which
the To has expressly authorized the Designer to proceed.
21.2 Upon receipt of any such notice or suspension or termination, the Designer shall (a)
discontinue all Services affected (unless the notice directs otherwise); and (b) deliver to the
To all Written Materials and other information and materials pertaining to the Project,
whether completed or in progress.
21.3 Any termination or suspension of this Agreement shall not impair the right of the
Town to recover damages occasioned by the fault of the Designer. Any suspension shall not
limit the right of the Town to terminate this Agreement.
21.4 All of the Designer's covenants and obligations hereunder shall survive the
termination or expiration of this Agreement.
Section 22. Ineligibility The Designer acknowledges that it may be ineligible to
perform further design services unless the Town commissions an independent review, by a
knowledgeable and competent individual or business doing such work, of the Designer's work
under this Agreement to insure its reasonableness and its adequacy prior to allowing the
Designer to continue on the project. Nothing contained herein shall be construed to require the
Town to commission any such review.
Section 23. Entire Agreement,Interpretation, Governing Law
23.1 This Agreement is the exclusive statement of the agreement of the parties with
respect to its subject matter and supersedes all prior agreements, negotiations, representations,
proposals and awards, written or oral, relating to its subject matter.
23.2 Headings, titles and paragraph captions are inserted in this Agreement for
convenience, are descriptive only and shall not be deemed to add to or detract from or otherwise
modify the meaning of the paragraphs.
23.3 This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts. The proper venue for any dispute is the courts of Essex
County,Massachusetts.
23.4 This Agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original and all of which shall constitute one and the same agreement.
...........-
23.5 The term, "hereof', "herein" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement as a whole, and not to any particular section, paragraph or
provision, unless expressly so stated.
23.6 All words or terms used in this Agreement, regardless of the number or gender in
which they are used, shall be deemed to include any other number and any other gender as the
context may require.
23.7 This Agreement shall be construed without regard to any presumption or rule
requiring construction against the party causing such document to be drafted or prepared.
23.8 Time is of the essence for the performance and payment of each and every covenant
and obligation contained herein.
23.9 No amendment of this Agreement shall be effective unless the same is made in
wrTing and signed by the parties hereto.
23.10 The terms "person" and "persons" used herein shall include natural persons and
corporations,partnerships(general and limited), firms, associations, trusts, estates, bodies politic,
political subdivisions and other entities and organizations.
23.11 Each and every provision of law and governmental regulation required by law to
be inserted in an agreement such as this or in any of the contract documents shall be deemed to
be inserted herein or therein and this Agreement shall read and shall be enforced as though so
included therein, and if through mistake, inadvertence or otherwise any such provision is not
inserted, or is not correctly inserted, then upon the application of either party, this Agreement
shall be deemed to be amended to make such insertion or correction.
Section 24. Assignment
24.1 The Town shall have the right to assign this Agreement to (i) any other person or
entity succeeding to the Town's ownership of the Project or property which is the subject of the
Designer's work hereunder, or (ii) to any other person or entity having or acquiring an interest
therein, including,without limitation, any lending institution.
24.2 Designer shall not assign, pledge or hypothecate this Agreement or any monies
due hereunder.
Section 25. Successors and Assigns Subject to the restrictions on assignment contained
in paragraph 24.2 hereof, this Agreement shall be, binding upon and inure to the benefit of the
parties and their respective successors and assigns.
.......................................................................................
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above
written.
F r the De ner:
By
L n S enc Doug Manley
P reservation rincipal, Architecture
For the Town:
w
By
T n Manager
As to the availability of funds:
i�/ �k' C—u�'—
T n ccountant
Approved as to form:
Town Counsel
Attachments:
Spencer Preservation Group Fee Proposal,April 14, 2026
Spencer Preservation Group Task&Fee, April 14, 2026
MASSACHUSETTS REGISTERED PRINCIPAL OF FIRM RESPONSIBLE FOR THIS
PROJECT IS: Spencer Preservation Group
1. In accordance with the provisions of the Massachusetts General Laws, Chapter 29,
§29A(4), I hereby certify that a resume of the Designer has been filed with the Designer
Selection Board.
In accordance with G.L. c. 7, §38H(e), I further certify that the DESIGNER has not
given, offered or agreed to give any person, corporation, or other entity any gift, contribution or
offer of employment as an inducement for, or in connection with, the award of the contract for
design services; no consultant to or subcontractor for the DESIGNER; and no person,
corporation or other entity, other than a bonafide full-time employee of the DESIGNER, has
been retained or hired by the DESIGNER to solicit for, or in any way assist, the DESIGNER in
obtaining the contract for design services upon an agreement or understanding that such person,
corporation or other entity be paid a fee or other consideration contingent upon the award of the
contract to the DESIGNER. I also certify that under the pains and penalties of perjury that the
Designer has not offered, given, or agreed to give, received, accepted, or agreed to accept, any
gift, contribution, or any financial incentive whatsoever to or from any person in connection with
the contract. 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.
Furthermore, the Designer certifies under the penalties of perjury that throughout the
duration of the contract, it will not have any financial relationship in connection with the
performance of this contract with any materials manufacturer, distributor or vendor.
Signed under the pains and penalties of perjury this_day of April, 2026.
By:
Spencer Preservation
Group ._.._ .
PRESERVATION ARCHITECTS
PROPOSAL FOR SERVICES AND FEES
SCHOLFIELDMILL,NORTH ANDOVER,MASS--
CONDITIONS ASSESSMENT
14 April 2026
1.0 PROJECT TEAM
1.1 Owner's Team:Assumed to be representatives of the Town of North Andover
Administration hereinafter referred to as the Committee.We understand at there
may be involvement with the Historical Commission, Community Preservation and
other designated people.
1°2 Spencer Preservation Group (SPG) Preservation Design Team:
Lynne Spencer,Principal,Historic Preservation,1 rjLLgc erv6a Loft L)Li--°x )I-1
Doug Manley,Principal,Architecture, ciSza4ncerrc1<;r�<t:i<,rr xr:IL4:,.cI.Yxa
Meghan Rodenhiser,Architectural Designer,r�17�::er" ��t7cez �r� ,e1�r�rid.rr� :a 7.c°om
1.3 Consultants:
Kyle Zick Landscape Architects
Structures North,structural engineers
PM&C,cost estimating
2.0 PROJECT UNDERSTANDING
2.1 The scope of work will include architecture services for the assessment of conditions
and treatment recommendations for(A) the g and Site;and ) Site as an
urban pocket park with interpretive elements,nobuilding.
2.2 The project is funded by the Town of North Andover,
3.0 PROPOSED WORK PLAN
3.1 Conditions Assessment Phase: 3 months
3.2 Prepare detailed design and program documents and related services including but not
limited to the following tasks:
41 VaIlev Igo x], `t,iite 211 ( Na I,)W� NIA O190€1 1 6@ 16 —i
�N,.v,%v.S eti(.(�rl"res(-rvatioii roup.(,a)1iI
3.2.1 Preparation of CAD plans and obtain electronic copy of the site survey.
3.2.2 Review of past building repair and maintenance records.
3.2.3 Perform comprehensive survey to assess the condition of the building
envelope and interior.
3.2.4 Structural assessment which may include exploratory openings.
3.2.5 Interior assessment including mechanical,electrical,plumbing, and fire
protection systems.
3.2.6 Hazardous materials assessment and testing not included but may be
recommended to the Town as Town provided service.
3.2.7 Regulatory analysis: building code, Mass. Architectural Access Board, and
historic requirements.
3.2.8 Site assessment and design recommendations as an urban pocket park. To
include 2 renderings.
3.2.9 Capital construction cost estimates and timeline,including phasing plan.
3.2.10 Services include meetings,virtual and in person,with Town administration
and designated stakeholders along with overall coordination.
3.2.11 Final report.
4.0 FEE FOR SERVICES
4.1 The fees are based on the assumptions and time frames noted above, and described in
detail in the attached Task& Fee:
Conditions Assessment $74,500
4.2 Reimbursable services for travel, telephone and standard printing are included in this fee.
4.3 Final report to be provided in 3 copies and electronic version.
5.0 ADDITIONAL SERVICES
5.1 Services and expenses out of the scope of work described above will be billed as
additional services at current hourly rates. Services of consultants outside of the
scope of services will be billed at cost plus 10%.
5.2 Hourly rates for Additional Services are as follows:
*Principal.............................................................................$225.00/Hr.
,"-
Project Architect.................................................................$150.00/Hr.
*Architectural Designer.......................................................$130.00/Hr.
*(Proposed personnel for this project)
These rates will remain in effect for the Agreement to which this Schedule of
Charges is attached for one year. For services performed in subsequent years, the
Architect's revised rates will apply.
6.0 CLARIFICATIONS AND EXCLUSIONS
6.1 Travel to and from the site and telephone calls are included in the fee.
6.2 Printing and costs of distribution of bidding documents are not included in
the fee.
6.3 The cost of submittal exchange is not included.
6.4 Mechanical engineering services are not included.
6.5 Civil engineering services are not included.
6.6 Project representative or Clerk of the Works are not included.
6.7 Substantial changes made to the scope, design or budget are not included in
the base fee.
6.8 Testing services for hazardous materials are not included.
6.9 Filing fees or submissions to the historic commission are not included.
6.10 Processing change orders generated by others or post-construction services
after the final requisitions has been signed are not included in the base fee.
6.11 Conformed construction documents are not included in the base fee,
however, can be provided as an additional service.
6.12 As built or record drawings shall be provided by the Contractor.
6.13 Variance application and processing with the Massachusetts Architectural
Access Board, if required,are not included in the base fee, however, can be
provided as an additional service.
We appreciate the opportunity to assist with the preservation and rehabilitation of this historic
landmark.
Lyn e S enter Doug Manley AIA, LEED AP n Willett AIA,CSI
Prin al of Preservation Principal of Architecture Principal
�p
0"TASK & FFFF SC] URDU iF
SCHOLFIELD MILL �pep(-(_�rr?E�)sorvafi o n G r o Ijj)
North Andover,MA PRESERVATION ARCHITECTS
April 14,2026
THE PROJECT.*Preparation of building&site assessment repart for the Schah'seld Mill.Goals are twofold-(A)Develop cohesive narrative of the history&physical development,assemble existing documentation,archival
research;physical investigation&analysis of the building fabric;orchidecturai,Structural&infrastructure assessment;synthesize with Iftistrated narrative describing deficiencies and treatment recommendations;
prioritized and phased cost estimates,,and(3)assessment ofThe site as a urban pocket pork with interpretive elements,both A and 8 op6ons summarized in a flnuireport.
MEGHAN
..E SPENCER, DOUGLAS MANLEYKYLE 21CK
SCHEDULE TASK RESPONSIBILR Y P.'_Pei Rams RODENHISE R' F.RN-THNE I
LE ZICK LANDSCAPE
PM&C
TOTAL
p7EsER.- A_,c A SMLACTURES NORM ARCHITECTURE
COSTESTIMATORS
Agreement with fee negotiation Town of North
Arse,m r TINA)
- ---------------- ...... - -------------- - -----------------------
May-July -T
weeks) Building Assessment
--------- ...... ------- -------
Ste olue-finifArbodualroes.6-nd'oeponathiffiaefin. Spa
ew-eb.
team;do-onlidedns pearralis;study budget and Schedule G..P(SPG)
experience.F6tmncaal aePatrollhias mod a tationS. X M
con'dirialwo with mated town board and oferkniftees,renithIximood,stakeholders. Town of North
And-,(rest
.............---.............. ...............
Rasearch and assemble history and background infier-Ws,
from hh. isdard.,Worth Andover Historical Society,Hound.
New England trainees,regional mill naloved sounks.Verify SPG X X
histaft untus and chock W National Register eligibility.
............................................................. .............................. ................................................................ ...................................................................... ...............................................
Pdatuade ch-logy of building hliewq and Conatnaclion, SPV X X
alteration,ni.intare.-nd.......................... T!I�......................................................... ................ .............. ...............................-..........................................
Trairi wASUng plans poyMed In She RPO W GAO,field check SPG
for tied toy.Obtain c4frohnnic dopy of the site survey,else X X
provided by the r-
......................................................................---..................................... .................................................................................... ...........................................-................................... ..........................................
C-duct lnildirq--M lne"..� he.,Including mukrawky SPG
probes in so,-framing,foundation..Sued pesbas to be Strodlun.North X x x X
chomi-Nol with are Town.
.....................................
Aenche the Infrastructure systems try Sion,to include
mechanical,electrical,plumbing,Fire protection,water and SPG
Sanitary.Those are.-.ad to lee mains.maq Knot n.e- X X
.syneek.,
In which case,assess the fossibilify,by Providing Such
sarst_.' the Wilding.
...................................'Irrrr................... .......................
id-11ficaflon,of dn-W coi features with affescurce to the SPG X X
Naskical Fogfew.
.........................
FtebAsWry analysis to inn de building and M "Ifectural SPG X It
2 =A'Access Board sure.,zonflirlil,hLef-cal requirements,
..........- ................................................--.. .......I.......................................---................................... ............................................................................ ..............................................
Propose sid"Lls.dc- plWi far the building add SPG X X X
site,and In mUgivni with rit-1.1pid mythow.
......................................................................... .........-.-.-........................ . .................................................... ..................................................................... ...........
Pospara ritarrab.description Inducing r.dord photograph.' SPG X X x
annotated plans and drawingsIllustrating findings,etc.
.................................. ................................... ............................ ................................ ........ ....................
Subtotal Hour, 22 40 62
...............................-1. ......- ............................................. .............................. .....................—-------------- ............ .......................... ..........
Subtotal Fee $4,950 $9,000 $8,060 10,325 $32,335
lulY-August SITE ASSESSMENT
(6 weeks)
—7,,k
Nei-t..p.goiphy,w.fsrafii -�.'P.
Ardclod- X
.............. ............. �XZLA)
................
P,q-tur.0-bli skd,w-,l ti W the rsdd ULA X
. supplemented by 0$,etc.
........ e.. ........... ................................. ...................................................... .......................................................................................................................................
Fidex.Atmisdnoly cif od,.r.bW,NII ske and p.,iers pare. KULA X
.......................................................... ..........................—................... .................... .................. . ........................... ..........
Ndpene-drepoicl Flor.f.,kiII wild hig-u--We mdemnelp
.no tb)Wilding h,.,r,-d with Mn.,proti.elo d.-Pid.,d.W,ow., KZLA
. r.d d.
...................................-................................................................ ................................... ........................ .......... ..........-
C.I.,indlpidtoe-sw0ne,for I.)with the Mill;-1(b}building is MA X
................................... ............ ........................... —----------............................. ......................................
Subtotal Hi
........... ......-------- .......
Subtotal Fee 13,500 3,000 $16,500
September
(4 weeks) COSTS,COORINDATION&FINAL REPORT
(A)guiding and its site:(B)Pocket park no buildng prepare See
dools.IRIS..end specifications for cow estimating purposes X x
based.n thaslinni recorindrindau.n.. MA
Probe.di wirinabacc Prioritized,showed by calagynh,h: SPG
raftjcid:[We safety,urgent structural dfic"i within I y-,, PM&c X X X
Siself Wom 3-5 Y.-:Long farm:6.10 Me..
...................---- -........................................................ ...... .................................................. ....................................................... ................
S...,,,y repaid with illusirewi- SPG x X X
fal-4
....................................-.— .........................--.---........ .............. ............................. ............................................ ............ .............
Cdendiiedlcl. nd,dWd.w refiki fth F.- stakeholders,keh.ld , o.5 SPG
in ie-d�5�inwlL IQLA x X
A
............. ...................... .. ........... .......................... ....................................................... ........ ...........
Subtotal Hours 34 32 30
....................................... ........... ..........................
Subtotal Fee $7,650 $7,200 $3,900 2,000 60M $26,750
........................ .............................. 000Z
.............
.....-------
COMBINEDUffAll. $75
ADJUSTEOTOTAL 7 $74,501
Page I of I
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