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HomeMy WebLinkAboutContract #: 1983 - From: 06-16-2026 To: 07-31-2026 - BME Strategies - Health Town of North Andover, Massachusetts AGREEMENT THIS AGREEMENT made this 16th of June, 2026, by and between the Town of North Andover, a municipal corporation duly organized under the laws of Massachusetts and having a usual place of business at 120 Main St, North Andover, MA 01845 hereinafter referred to as the "TOWN", and BME Strategies LLC, a corporation having a usual place of business at 131 Main St. North Andover, Ma. 01845 hereinafter referred to as the "CONTRACTOR". WITNESSETH: WHEREAS, the TOWN invited the submission of proposals for the purchase and delivery of Governance Facilitation Services for the Middlesex-Essex Public Health Collaborative, hereinafter "the Project"; and WHEREAS, the CONTRACTOR submitted a proposal to perform the work required to complete the Project; and WHEREAS, the TOWN has decided to award the contract therefore to the CONTRACTOR. NOW, THEREFORE, the TOWN and the CONTRACTOR agree as follows: 1. CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement and the CONTRACTOR's Proposal. The Contract Documents constitute the entire Agreement between the parties concerning the work, and all are as fully a part of this Agreement as if attached hereto. If there is any inconsistency between any of the Contract Documents, the terms most favorable to the Town shall govern. 2. Scope of Services. The Contractor will perform the following services for the TO" and will perform the duties as outlined in the attached proposal scope (exhibit A). 3. TERM OF CONTRACT. This Agreement shall be in effect from June 16, 2026, and shall expire on July 31, 2026, unless terminated earlier pursuant to the terms hereof or unless an option to extend the contract by mutual written agreement is exercised. 4. COMPENSATION,. A. The TOWN shall pay the CONTRACTOR as full compensation for performance of the Work outlined in Exhibit A the sum of$19,240.47, invoiced as follows: • June 30, 2026: $12,826.98 • July 31, 2026: $6,413.49 B. The acceptance by the CONTRACTOR of final payment for performance of the Work provided herein shall be deemed a release of the TOWN from any and all claims and liabilities under this Agreement. C. Neither the TOWN's review, approval or acceptance of, nor payment for performance of any of the Work provided herein shall be construed to operate as a waiver of any rights of the TOWN under the Agreement or any cause of action arising out of the performance of this Agreement. D. The TOWN shall cancel this Agreerrient if funds are not appropriated or otherwise made available to support continuation of performance of the Work in any fiscal year succeeding the cut-rent fiscal year as required by G.L. c. 3013, sec. 12(c)(3). 5. PAYMENT OF COMPENSATION. The TOWN shall make payments within thirty (30) days after its receipt of a complete and satisfactory written Invoice. 6, LjABILjTY OF .Tfffi TO The TOWN's liability hereunder shall be to make all payments when they shall become due, and the TOWN shall be under no further obligation or liability. Nothing in this Agreement shall be construed to render the TOVr.N or any elected or appointed official or employee of the TOWN, or their successors in office, personally liable for any obligation under this Agreement. 7. INDEPENDENT CONTRACTOR. The CONTRACTOR acknowledges and agrees that it is acting as an independent contractor for all Work and set-vices rendered pursuant to this Agreement and shall not be considered an employee or agent of the TOWN for any put-pose. 8. INDEMNIFICATION. The CONTRACTOR shall indemnify, defend, and hold the TOWN harmless from and against any and all claims, demands, liabilities, actions, causes of actions, costs and expenses, including attorney's fees, arising out of the CONTRACTOR's breach of this Agreement or the negligence or misconduct of the CONTRACTOR, or the CONTRACTOR's agents or employees. This obligation shall survive the termination or expiration of this Agreement. 9. INSURANCE A. The CONTRACTOR shall obtain and maintain during the term of this Agreement the insurance coverage in companies licensed to do business in the Commonwealth of Massachusetts, and acceptable to the TOWN, as set forth below: General Liability with liability coverage for personal injury, bodily injury and property damage including Products and Completed Operations with limits not less than $1,000,000 per occurrence and $3,000,000 aggregate. Such insurance shall be written on an occurrence basis. This policy shall provide coverage on a primary and non-contributory basis and should name the Municipality as an "Additional Insured". Automobile Liability with limits of not less than$1,000,000 covering all owned, non-owned, hired,rented or leased vehicles. The Municipality shall be named as an "Additional Insured". Workers' Compensation and Employers' Liability Insurance including (i)Workers' Compensation Insurance providing statutory coverage as required by the Commonwealth of Massachusetts, and (ii)Employers' Liability Insurance coverage with limits of not less than $500,000 per accident. Each contractor, subcontractor, and consultant performing work on or about the Premises shall have similar policies covering their employees. Umbrella Liability of at least $2,000,000 per occurrence with a $2,000,000 Annual Aggregate. The Municipality shall be named as an "Additional Insured". Professional Liability of at least $1,000,000 per occurrence with a $3,000,000 aggregate. B. All policies shall identify the TOWN as an additional insured (except Workers' Compensation and Professional Liability) and shall provide that the TO" shall receive written notification at least 30 days prior to the effective date of any amendment or cancellation. Certificates evidencing all such coverages shall be provided to the TO" upon the execution of this Agreement. Each such certificate shall specifically refer to this Agreement and shall state that such insurance is as required by this Agreement. Failure to provide or to continue in force such insurance shall be deemed a material breach of this Agreement and shall be grounds for immediate termination. 10. ASSIGNMENT. The CONTRACTOR shall not assign, sublet or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the TOWN, and shall not assign any of the moneys payable under this Agreement, except by and with the written consent of the TOWN. 11. TERMINATION. A. Termination for Cause. If at any time during the term of this Agreement the TO determines that the CONTRACTOR has breached the terms of this Agreement by negligently or incompetently performing the Work, or any part thereof, or by failing to perform the Work in a timely fashion, or by failing to perform the Work to the satisfaction of the TO", or by not complying with the direction of the TOWN or its agents, or by otherwise failing to perform this Agreement in accordance with all of its terms and provisions,the TOWN shall notify the CONTRACTOR in writing stating therein the nature of the alleged breach and directing the CONTRACTOR to cure such breach within ten (10) days. The CONTRACTOR specifically agrees that it shall indemnify and hold the TOWN harmless from any loss, damage, cost, charge, expense or claim arising out of or resulting from such breach regardless of its knowledge or authorization of the actions resulting in the breach. If the CONTRACTOR fails to cure said breach within ten (10) days, the TOWN may, at its election at any time after the expiration of said ten (10) days, terminate this Agreement by giving written notice thereof to the CONTRACTOR specifying the effective date of the termination. Upon receipt of said notice, the CONTRACTOR shall cease to incur additional expenses in connection with this Agreement. Upon the date specified in said notice, this Agreement shall terminate. Such termination shall not prejudice or waive any rights or action which the TOWN may have against the CONTRACTOR up to the date of such termination. Upon such termination, the CONTRACTOR shall be entitled to compensation for all satisfactory Work completed prior to the termination date, as determined by the TOWN, B. Termination for Convenience. The TOWN may terminate this Agreement at any time for convenience by providing the CONTRACTOR written notice specifying therein the termination date which shall not be sooner than thirty(30) days from the issuance of said notice. Upon receipt of said notice, the CONTRACTOR shall cease to incur additional expenses in connection with this Agreement. Upon such termination, the CONTRACTOR shall be entitled to compensation for all satisfactory Work completed prior to the termination date, as determined by the TOWN, such payment not to exceed the fair value of the services provided hereunder. 12. INSPECTION AND REPORTS. The TOWN shall have the right at any time to inspect the Work of the CONTRACTOR. Whenever requested, CONTRACTOR shall immediately furnish to the TOWN full and complete written reports of their operation under this Contract in such detail and with such information as the TOWN may request. 13. SUCCESSOR AND ASSIGNS. This Agreement is binding upon the parties hereto, their successors, assigns and legal representatives. Neither the TOWN nor the CONTRACTOR shall assign or transfer any interest in the Agreement without the written consent of the other. 14. COMPLIANCE WITH LAWS. The CONTRACTOR shall comply with all Federal, State and local laws, rules, regulations and orders applicable to the Work provided pursuant to this Agreement, such provisions being incorporated herein by reference, and shall be responsible for obtaining all necessary licenses, permits, and approvals required for the performance of such Work. 15. NOTICE. Any and all notices, or other communications required or permitted under this Agreement, shall be in writing or electronic form and delivered by hand, mailed postage prepaid, or emailed but with return receipt requested to the parties at the addresses set forth on Page I or furnished from time to time in writing hereafter by one party to the other party. Any such notice or correspondence shall be deemed given when so delivered and receipt of confirmation recorded. 16. SEVERABILITY. If any term or condition of this Agreement or any application thereof shall to any extent be held invalid, illegal or unenforceable by the court of competent jurisdiction, the validity, legality, and enforceability of the remaining terms and conditions of this Agreement shall not be deemed affected thereby unless one or both parties would be substantially or materially prejudiced. 17. GOVERNING LAW. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts and the CONTRACTOR submits to the jurisdiction of any of its appropriate courts for the adjudication of disputes arising out of this Agreement. 18. ENTIRE AGREEMENT. This Agreement, including all documents incorporated herein by reference, constitutes the entire integrated agreement between the parties with respect to the matters described. This Agreement supersedes all prior agreements, negotiations and representations, either written or oral, and it shall not be modified or amended except by a written document executed by the parties hereto. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and year first above written. I certify that an appropriation Town of North Andover is available in the amount of this Contract. By its own ager ;(M fA JA A 2 (SignJure) (Signature) � � k 2-/ (Date) (Date) Town Accountant Town Manager t t Wi s—s a-I Co-c-Fi g de—s By its Town Counsel pyyo (Signature) 6 (Date) Christine O'Connor CONTRACTOR (Signature) 4 -lk-- (Date) Bryan Murphy, Founder/CEO, BME Strategies LLC Exhibit A - ScopuKf Work Project � y��v�` . , ����N�� �������/iew With the extension of the Public Health Excellence (PHE) grant to 2033' K4EPHC has unique opportunity to ensure its foundational governance structure sets it up for long-term strategic success. The proposed project involves a structured facilitation process designed to reach shared agreement on the most effective governance model before the close of the FY26 fiscal year onJune 30. 2026. Overall Project Goal BME Strategies will support the MEPHC in leveraging the PHE grant extension (through 2033) by reviewing and refining MEPHC's governance structures to ensure long-term collaborative success. �� � Services ������� �/ ������ces To successfully facilitate a governance review and recommendation process, BME Strategies proposes to lead a series of three targeted discussions to evaluate current structures, brainstorm areas for optimization and potential future partners, and reach agreement on a governance framework that will support K4EPH[ through the life of its new PHEgrant, Phase1: Regionat Staff AtigAment(remotely facilitated) • Discussionl: Needs Assessment&Gap Analysis* Fu/mat: Remote (Zoom) • Participants: MEPHC Regional Staff Objective: Review the current governance rnodel with the regional staff team. Identify what is working,where bottlenecks exist,and what success for the Collaborative requires frorn a leadership and deciyion-makingperspective. • Discussion2: Model Refinement&Board Prep ^ Format: Remute (Zoonn) • Participants: K4EPHC Regional Staff Objective:Synthesize feedback from the first session into potential governance adjustment opportunities. Collaboratively plan for governance discussion session with the regional team, Phase 2: Advisory Board Governance Discussion (in-Pe[sor\) • Discussion 3: Governance Strategy Session * Format: In-Person (Location TBD) * Participants: MEPHC Advisory Board, Regional Staff Objective: Facilitate a discussion of progress made to date on strategic plan priority areas and discuss opportunities to refine existing governance structures, including Collaborative leadership and membership. Seek to resolve any outstanding points of friction and reach a formal "shared agreement" on the governance structure that will support the Collaborative through 2033. Deliverables t Discussion Summaries:Brief summary reports following each regional staff meeting outlining key takeaways and any decision points, 2. Final Governance Brief:A concise document summarizing the discussed options and agreed-upon Collaborative governance structure,roles,and proposed membership agreed to by the Advisory Board, Proposed Timeline ........................... ........ ................. Key Step Target Date Project Kickoff Mid-May Staff Discussion 1 (Remote) Late May ­.................­­......... ........... ................. ................... .......... Staff Discussion 2 (Remote) Early June Advisory Board Session (ln-Person) Mid-late June .............. Final Governance Brief Delivery By June 30, 2026 Price Proposal BME Strategies' price proposal is based on a fixed fee-for-service model,given that our commitment is to complete the scope of work regardless of whether allotted hours are expended.Thus,the price proposal represents the full cost associated with our teams support for the Middlesex-Essex Public Health Collaborative toward providing all services outlined in this scope of work.This proposed cost is based on a fixed price inclusive of all programmatic,management,and overhead expenses(l.e.,non-labor costs including plan copies, courier, mailing,data processing,forms,fax transmissions,telephone calls, printing and all other expenses or incidentals;staffing,benefits,hardware/equipment,software,work supplies, insurance, travel, mileage, office space,etc.)to fulfill the proposed deliverables, A core strength of our organization is our ability to work within limited resources to deliver creative, tailored solutions.We focus on meeting clients where they are by understanding their unique structures, needs, timelines,and budget constraints.This approach allows us to design and implement solutions that are not only feasible but also effective,even when resources are limited. We have a proven track record of consistently meeting both timelines and budgets while exceeding client expectations, and we are confident in our ability todo the same for this project. For the scope of work and all activities requested by the Middlesex-Essex Public Health Collaborative, BK4E Strategies proposes a total cost of$19,240.47.