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HomeMy Public PortalAboutRFP for On-call architectural services 2019 Final Town of Watertown REQUEST FOR PROPOSALS For "On-Call" Architectural Design Services April 2019 12 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services INDEX Legal Notice I. PROJECT PARAMETERS II. CURRENT PROJECT SCOPE AND STATUS III. REQUEST FOR PROPOSAL INSTRUCTIONS IV. QUALIFICATIONS V. SELECTION PROCEDURE VL GENERAL AND SPECIAL PROVISIONS Minimum Evaluation Criteria: Attachment A Comparative Criteria: Attachment B Certification of Non-Collusion and Certification of Tax Compliance References and Company Background: FORM RCB-1 Sample Agreement VIL SCOPE OF SERVICES 2 12 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services LEGAL NOTICE REQUEST FOR PROPOSAL "On-Call" Architectural Design Services The Town of Watertown is seeking proposals for "On-Call" Architectural Design Services for capital improvement projects related to Town and School Buildings. Services will be effective June 15, 2019 through June 14, 2020 with one two year option to renew from June 15, 2020 through June 14, 2022. The selected firm(s) shall have demonstrated previous experience in providing specified services to municipal buildings. A complete RFP may be obtained, without charge, at The Town of Watertown, 149 Main Street, Watertown, MA, 02472 or by contacting the Purchasing Department at purchasing@watertown-ma.gov or at www.watertown-ma.gov and go to bid documents. Documents will be available after 8:30 a.m., April 24, 2019. Questions about the RFP shall be directed to purchasina(&watertown-ma.aov seventy- two (72) hours prior to prevailing time. It is recommended that respondents to this request familiarize themselves with the detailed RFP. It is the intent of the Awarding Authority to award a contract within forty-five (45) business days after receiving the proposals. Multiple firms may be chosen for award of a contract. The deadline for submitting proposals to the Town of Watertown, Purchasing Department, 149 Main Street, Watertown, MA, 02472, is 1:00 p.m., Wednesday, May 15, 2019. 3 M) 12 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services I. PROJECT PARAMETERS The Town of Watertown is seeking proposals from qualified Massachusetts registered architectural firms/individuals to provide professional architectural services associated with municipal building capital improvement projects on an as-needed basis. II. CURRENT PROJECT SCOPE AND STATUS The purpose of this initiative is to develop a long-term working relationship with one or two firms for one year with the Towns option to renew for one two year extension, without having to request an RFP on a project-by-project basic. This ultimately will save time and money for the Town of Watertown. Our objectives are to become more time and cost effective; minimize the learning curve relative to a firm's ability to become familiar with our buildings; be more responsive to bidding critical projects by eliminating the designer selection RFP process. The term of agreement for said services would cover a period June 15, 2019 through June 14, 2020 with one two year option to renew from June 14, 2020 through June 15, 2022. The firm selected will execute a Town of Watertown agreement. Individual projects, under this on-call agreement, will be issued as Task Orders covered by Purchase Orders. For each project, the designer will be requested to submit a proposed scope of services and engineering fee, based on negotiated hourly billing rates. See Expanded Scope of Services (Section VII) for more detail. III. REOUEST FOR PROPOSAL INSTRUCTIONS Proposal Instruction The requirements set forth in these "RFP Instructions" shall become an integral part of a subsequent contractual arrangement. Receipt of Proposals The Town of Watertown will receive sealed proposals for furnishing"On-Call"Architectural Design Services at the Town of Watertown,Purchasing Department, 149 Main Street, Watertown,MA,02472 no later than 1:00 p.m.,Wednesday.Mav 15.2019. No proposal received after the time established for receiving said proposals will be considered regardless of the cause for delay in the receipt of any such proposal(s). Questions concerning this Request for Proposals must be submitted in writing to: Raeleen Bandini, Purchasing Agent, 149 Main Street, Watertown, MA, 02472 or at purchasing@watertown-ma.gov. Questions may be delivered, mailed, emailed or faxed. Written responses will be mailed or faxed to all proposers on record as having picked up the RFP. 4 12 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services Marking of Envelopes Five(5)copies and one digital copy of the proposal to: Town of Watertown Purchasing Department 149 Main Street Watertown,MA 02472 No later than: 1:00 P.M.,Wednesday,May 15,2019 Postmarks will not be considered. It is the sole responsibility of the applicant to be sure that the proposal arrives on time. Proposals should be clearly marked"PROPOSAL FOR"On-Call" Architectural Design Services". Proposal Form All proposals shall be received and evaluated in conformance with the requirements of Applicable Law. Each proposal set must clearly state "Non-Price Services Proposal" and include a separate sealed envelope containing an"Hourly billable rates for stafFemployees." A proposal Selection Committee shall separate the"Hourly billable rates for staff/employees"from the Proposal. The hourly billable rates for staff/employees will not be opened until a review and ranking of the Services Proposals by the Selection Committee. The Purchasing Agent will refer each Technical Proposal to the Selection Committee, which will determine whether it meets the minimum evaluation criteria set herein. Failure of a proposal to meet a minimum criterion will disqualify the proposal from further consideration. The Board shall state in writing its reason for disqualifying any proposal. Each proposer shall complete the attached minimum evaluation criteria form identified as Attachment A and MUST INCLUDE WITH PROPOSAL SUBMITTED AT PREVAILING DATE AND TIME. Plan of Services A statement and outline of the scope of the firm's services are to be provided. Interpretation of Contract Documents All interpretations and supplemental instructions will be in the form of written addenda to the specifications,which, if issued,will be mailed or faxed to all proposers on record as having requested the RFP. Addenda shall be made available to proposers not later than three days prior to the date fixed for the receipt of proposals at the Purchasing Department to the attention of Raeleen Bandini, Purchasing Agent. Failure of any proposer to receive any such addendum or interpretation shall not relieve any proposer from any obligation under his submission. All addenda as issued shall become part of the contract documents. 5 12 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services Modification of Proposals A proposer may correct or modify a proposal by written notice received by the awarding authority prior to the receipt deadline. Modifications must be submitted in a sealed envelope clearly labeled "Modification No. " Each modification must be numbered in sequence, and must reference the original RFP. After the receipt deadline, a proposer may not change any provision of the proposal in a manner prejudicial to the interests of the Town of Watertown or fair competition. Minor informalities will be waived or the proposer will be allowed to correct them. If a mistake and the intended proposal are clearly evident on the face of the document the mistake will be corrected to reflect the intended correct proposal, and the proposer will be notified in writing; the proposer may not withdraw the proposal. A proposer may withdraw a proposal if a mistake is clearly evident on the face of the document,but the intended correct proposal is not similarly evident. Withdrawal of Proposals Proposals may be withdrawn prior to the time of receipt of proposals, only on written request to the awarding authority. No proposer shall withdraw his proposal within a period of forty-five (45) days. Unexpected Closures If at the time of the scheduled receipt deadline,the Town Hall Building is closed due to uncontrolled events such as fire, snow,ice,wind,building evacuation, etc. the receipt of proposals will be postponed to the next normal business day at the time posted in the request for proposals. Proposals will be accepted until that date and time. References and Companv Background Must complete FORM RCB-1 and include with RFP. Rule for Award of Contract The Town will award a contract to up to two firms offering the most advantageous proposals, taking into consideration all evaluation criteria as well as price. Town of Watertown reserves the right upon the basis of such evaluations to reject the proposal of any and all proposers who do not in its estimation pass under such evaluations or to select other than the apparent lowest price proposal if the evaluations or other investigations indicate that such action is in the best interests of the Town. Action on the award will be taken within forty-five(45)days, excluding Saturdays, Sundays and legal holidays, after receiving the proposals. The Town Manager will be the awarding authority and all awards will be made in the best interest of the Town. Following positive action by the Town, contracts and purchase orders will be issued accordingly. 6 in Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services Licensing The contractor shall possess and comply with all required and necessary licenses as may be specified by Federal, State and/or Local authorities,related to the delivery of services referred to in this RFP. Insurance Coverage Within(5) days after award of this contract, and prior to the commencement of any work activity, the contractor shall deposit with the Town of Watertown; certificates from insurers clearly stating that the insurance policies required in the following paragraphs have been issued to the contractor. The certificate must be in a form satisfactory to the Town. For the duration of this contract evidence of said coverage shall be filed with the Purchasing Department. Liability policies shall name the Town of Watertown as an additional insured. Worker's Compensation The contractor shall, before commencing the contract, provide by insurance for the payment of compensation, and the furnishing of other benefits under Chapter 152 of the General Laws to all persons employed under the contract, and shall continue such insurance in force and effect during the term thereof. Statutory limits shall apply. Comprehensive General Liability Insurance The contractor shall carry Public Liability Insurance with an insurance company satisfactory to the Town so as to save the Town harmless from any and all claims for damages arising out of bodily injury or destruction of property caused by accident resulting from the use of implements,equipment, or labor used in the performance of the contract or from any neglect,default,or omission or want of proper care,or misconduct on the part of the contractor or for anyone in his employ during the execution of the work. Minimum coverage shall be as follows: Liability for bodily injury, including accidental death: $500,000 for any one person and subject to the same limit for each person: $1,000,000 on account of one accident. Liability for property damage: $1,000,000 on account of any one accident and$3,000,000 on account of all accidents. Automobile Liability Insurance: Procure and maintain during the life of this Contract Comprehensive Automobile Liability Insurance,including all owned,non-owned, and hired automobiles, covering bodily injury, including accidental death,with limits of$1,000,000 per person, $1,000,000 per occurrence and property damage insurance with limits of$1,000,000 per occurrence. The contractor shall not cancel,change or revise any insurance relating to this contract without at least 15 days prior notice to Raeleen Bandini, Purchasing Agent. Prior to the effective date of any such cancellation,the contractor shall take out new insurance to cover the policies so canceled and shall provide certificates stating that such insurance is in effect. 7 r MI Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call" Architectural Design Services The Contractor agrees to save, defend, indemnify and hold harmless the Town of Watertown, against any and all suits, claims or liabilities of every name, nature or description arising out of or in consequence of the acts of its agents, servants or employees, in the performance of the obligations under this contract or by reason of its failure to fully comply with the terms of this contract, such indemnity to run to the Town Officers,Agents and employees of the Town of Watertown. OSHA Training Requirements Chapter 306 of the Acts of 2004 contains additional statutory requirements applicable to all construction contracts estimated to cost more than$10,000. As of July 1,2006 any person submitting a bid for, or signing a contract to work on, the construction, reconstruction, alteration, remodeling or repair of any building or public works project undertaken by a public awarding authority in Massachusetts and estimated to cost more than $10,000 must certify on the bid or contract, under penalties of perjury as follow: 1. That he is able to furnish labor that can work in harmony with all other elements of labor employed or to be employed at the work; 2. That all employees to be employed at the worksite will have successfully completed a course in construction safety and health approved by the United States Occupation Safety and Health Administration is at least 10 hours in duration at the time the employee begins work and who shall furnish documentation of successfully completion of said course with the first certified payroll report for each employee; and 3. That all employees to be employed in the work subject to this bid have successfully completed a course in construction safety and health approved by the Untitled State Occupational Safety and Health Administration that is at least 10 hours in duration. The Attorney General is empowered to enforce this requirement. 8 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services Breach of Contract In the case of failure on the part of the contractor to execute the work as per agreement, the Committee reserves the right to terminate the contract, satisfying its wants through another contractor, and the Committee may collect from the original contractor any difference in price as a result of such failure on the part of the original contractor. "Failure" shall be interpreted as meaning willful non- compliance of any item included in the specifications. This contract may not be terminated for any other reason than that set forth in the above paragraph, unless by mutual consent of both parties to the contract, and then only if a minimum of thirty (30) days notice of intent to seek to terminate the contract is given in writing to all parties to the contract. Exercise of the rights herein specified shall not impair or affect the Town's right to recover the damages for breach of contract. Contractual Liabilitv Failure to perform when such failure is due to an act of God, public enemy, fire, strikes, labor difficulties, transportation embargoes, or other similar causes beyond the control of the contractor, shall be good and sufficient reason for excuse from contractual liability. Good Faith.Fraud and Collusion The proposer hereby certifies that no officer,agent or employee of the Town of Watertown has a special interest in the RFP;that the proposer is competing solely on their own behalf without connection with,or obligation to, any undisclosed person or firm;that this proposal is made in good faith without fraud, collusion or connection of any kind with any other bidder for the same work(See Non-Collusion form).Form must be executed and returned with proposal. Acknowledgement of ADA and Section 504 The Town acknowledges the existence of the Americans with Disabilities Act (ADA) of 1990, and Section 504 of the Rehabilitation Act of 1973. The rights guaranteed within these Acts shall apply to this contract. IV. OUALIFICATIONS All firms must possess the following minimum qualifications: 1. Massachusetts registration and licensing in all applicable disciplines. 2. Thorough working knowledge and experience with MGL Chapter 149 as they pertain to building construction laws,bidding laws,wage rates,OSHA 10 requirements,DCAMM certifications,and legal advertisements. 3. Thorough knowledge of procedures,requirements, and practices of the Commonwealth of Massachusetts,and other agencies related to the design and construction municipal buildings. 9 12 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call'Architectural Design Services 4. Thorough knowledge of Massachusetts State Building Code and regulations of the Architectural Barriers Board. 5. Thorough knowledge and experience with preparing bid specifications as they pertain to Chapter 149 building projects and all required forms. 6. Thorough knowledge of and familiarity with requirements of Chapter 579 of the Acts of 1980 (Omnibus Construction Reform Act) and Chapter 484 of the Acts of 1984. 7. Sufficient levels of staff to complete the project. 8. Must have prior to signing of the contract: A. Professional Liability Insurance(errors and omissions) $1,000,000.00 with a$100,000.00 deductible. B. Workers Compensation Insurance in accordance with all applicable states laws. C. Liability Insurance with$3,000,000.00 aggregate coverage. The Town shall require a Certificate of Insurance in accordance with the above requirements from an insurance company licensed to do business in the Commonwealth of Massachusetts. 9. Proposer must have a minimum of three(3)years of satisfactory performance under at least three (3) different contracts similar to the proposed contract. V. SELECTION PROCEDURES The Selection Committee will review all proposals and select one or two firms for a short list. The selection of the finalist will be based on the following criteria: 1. Submittal of Attachment A(this is required with proposals)and responses submitted. 2. Prior similar experience of the firm and the experience and qualifications of the personnel assigned to the project. 3. Past performance on municipal building capital improvement projects. 4. Completed application form for Designer Services. 5. Identity and qualifications of the consultants who will work with the applicant on the project. 6. Any other criteria that the Selection Committee considers relevant for the project. 7. Scope of services offered and the appropriateness to the needs of the Town of Watertown. 8. Quality of past work and evaluation of past clients. 9. All other criteria as listed in Attachment B. 10 W1 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call'Architectural Design Services VI. GENERAL AND SPECIAL PROVISIONS 1. The Selection Committee reserves the right to cancel this Request for Proposals,or to accept or reject any and all proposals,waive informalities, and to award contracts as may be in the best public interest of the Town of Watertown. 2. All proposals become the property of the Town of Watertown. 3. The firm(s) selected shall be expected to comply with all applicable federal and state laws in the performance of services. 4. The consideration of all proposals and subsequent selection of an architectural firm shall be made without regard to race,color, sex, age,handicap,religion,political affiliation, or national origin. 5. The successful firm shall adhere to the provisions of the Fair Employment Practices Law of the Commonwealth of Massachusetts(See Gen. Laws c. 151B). 6. The provisions relating to non-discrimination and affirmative action in employment shall flow through all contracts and sub-contracts that the successful firm may award as a result of this contract. 7. Firms and/or individuals preparing proposals may be asked to provide additional information and/or may be requested to make a presentation of their proposal. 8. Proposals must be unconditional. 9. Selection shall be subject to additional discussions and/or negotiations based on proposals received. 10. The Town of Watertown is an EEO/AA/MBE employer. Women and minority owned businesses are encouraged to apply. 11. No protests regarding the validity or appropriateness of the specifications or of the Request for Proposals will be considered unless the protest is filed in writing with the Purchasing Agent prior to the closing date for proposals. Should a protest be rejected or disallowed the protester may within forty-eight(48) hours (except Saturdays, Sundays, and State holidays) appeal this decision in writing to the Selection Committee. 11 MM Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call'Architectural Design Services Attachment A MINIMUM EVALUATION CRITERIA Each applicant shall indicate his/her agreement with each of the following questions as part of their submission. THIS MUST BE SUBMITTED WITH PROPOSAL. To merit further consideration of a proposal by the Selection Committee the applicant must indicate "yes" and comply, where appropriate, with each statement below. 1. Has the Designer conformed in all material respects to the submission requirements as set forth in the RFP? YES NO 2. Has the Designer the experience to prepare studies,project cost estimates,bid documents and provide project administrative services? YES NO 3. Has the Designer read this Request for Proposal and understood their role? YES NO 4. Has the Designer a minimum of five years experience in the design and renovation of municipal buildings in Massachusetts? YES NO 5. Has the Designer knowledge of,and experience in, legal and administrative requirements,procedures, and practices related to the design, funding, and construction of Massachusetts public school building projects including the State Building Code,regulations of the Architectural Barriers Board,and Massachusetts public bidding and procurement laws? YES NO 6. Does the Designer possess all necessary current licenses and registrations within the firm,to qualify under Massachusetts law to perform the function of the architect? YES NO 7. Has the Designer provided a detailed description of at least two(2)recent similar projects on which the designer has performed similar services? YES NO 8. Has the Designer been debarred under M.G.L., chapter 149, Section 44C? YES NO After evaluating the minimum criteria the remaining proposals shall be evaluated by the Selection Committee based on the comparative evaluation criteria specified in Attachment B. In analyzing responses to the evaluative criteria, the Selection Committee shall consider the qualifications of the applicant and make any investigations deemed relevant to the selection process. Attributes of services proposed, investigations into qualifications, project team, prior relevant experience, past performance, ability to meet project time schedules, and responsibility of the applicant may also be considered. The Selection Committee will confirm claims of past experience and may request finalists to attend an interview to further explain or clarify their summary statement of qualifications or other elements of their proposal. 12 12 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services Attachment B COMPARATIVE CRITERIA Proposals will be evaluated by the Selection Committee on the basis of submission requirements and the following ranking criteria in addition to those listed in"Selection Procedure": 1. Relevant experience of proposer and/or proposed project staff: Highly Advantageous:The proposer has at least five (5)years of experience consulting with municipalities on projects of similar size and scope to this project. Advantageous:The proposer has at least three (3)years of experience consulting with municipalities on projects of similar size and scope to this project. Not Advantageous:The proposer has less than three(3)years of experience consulting with municipalities on projects of similar size and scope to this project. 2. Proposer's demonstrated ability to complete projects on a timely basis: Highly Advantageous:All five of the proposer's references indicate that the projects were completed on schedule or with minimal,insignificant delays. Advantageous:Only one of the proposer's references indicates that the project was completed with substantial delays attributable to the proposer. Not Advantageous:two of the proposer's references indicate that the project was completed with substantial delays attributable to the proposer. Unacceptable:Three of the proposer's references indicate that the project was completed with substantial delays attributable to the proposer. 3. Prior Experience with Municipal Building Capital Improvement Projects: Highly Advantageous:Awarded contracts by a Town, City or School district in Massachusetts to provide architectural building design services during the past five years. Advantageous:Awarded contracts by a Town, City or School district in Massachusetts to provide architectural building design services during the past three years. Not Advantageous:Has no experience with design services for municipal building capital improvement projects. Unacceptable: Proposal does not meet the specified criteria. 13 r W1 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services Attachment B Page 2 4. Proposals will be rated on these criteria as follows: Highly Advantageous: Proposal excels on specified criteria. Advantageous: Proposal fully meets the evaluation standard,which has been specified. Not Advantageous: Proposal does not fully meet the evaluation standard,is incomplete or unclear,or both. Unacceptable: Proposal does not meet the specified criteria. COMPARATIVE EVALUATION CRITERIA Town of Watertown places a premium on the applicants approach to the project and the ability to present a program of services,which complies with the required Project Scope in a manner which is clear, concise and complete with respect to required activities. Town of Watertown,will find proposals Unacceptable having not containing Attachment A, or is included in an incomplete manner. Proposals that address required items,but only in general or vague terms that do not adequately represent tasks to be performed,will be given the rating of not advantageous. Proposals which address all required items in an adequate manner but are unclear in some respects which leave questions on the part of the Town as to key aspects of the manner in which tasks will be performed will be given the rating of advantageous. Proposals,which excel in all respects in clearly and concisely addressing all required elements of the Scope of Services shall be given the rating of highly advantageous. 14 M) Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call'Architectural Design Services CERTIFICATION OF NON-COLLUSION and CERTIFICATION OF TAX COMPLIANCE As required under Chapter 687 of the Acts of 1989, all bidders must certify to the following by signing this page in the space indicated below. CERTIFICATION OF NON-COLLUSION Pursuant to M.G.L. Ch. 30b, s10, the undersigned hereby certifies, under penalties of perjury, that this bid or proposal has been made and submitted in good faith and without fraud or collusion 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. CERTIFICATION OF TAX COMPLIANCE Pursuant to M.G.L. Ch.62c, s49A, I hereby certify,under penalties of perjury that to my best knowledge and belief that the undersigned bidder has filed all state tax returns and paid all state taxes required by law. or Social Security Number Federal I.D. Number Firm Name Business Address Representative Title (please print) Signature Date 15 12 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services Form RCB-1 References and Company Background Name and Address of Proposer Indicate the number of years the firm has been in business. Indicate the number of years the firm has been providing services to municipalities. Provide at least five references of persons who are familiar with your work. The Town is to have express permission to contact either in person,by phone/or correspondence as to past performance. Include Name,Address, and Telephone Number with area code. 1. 2. 3. 4. 5. 16 rff TOWN OF WATERTOWN, MASSACHUSETTS SAMPLE AGREEMENT FOR On-Call Architectural Building Design Services THIS AGREEMENT made this day of ,by and between the Town of Watertown a municipal corporation duly organized under the laws of Massachusetts and having a usual place of business at 149 Main Street, Watertown,MA,acting by and through its Town Manager hereinafter referred to as the"Town",and ,a Massachusetts corporation having a usual place of business at hereinafter referred to as the"Contractor". WITNESSETH: Whereas, the Town invited the submission of a proposal for On-Call Architectural Buildin'2 Design Services "the Project"; and WHEREAS,the Contractor submitted a proposal in response to said invitation,and the Town has awarded 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,the purchase description/Scope of Services and proposal submitted by the Contractor. 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. In the event of a conflict between any of the Contract Documents,the document dated most recent to this agreement date,shall prevail. 2. The Work. The Work consists of On-Call Architectural Building Design Services,as more fully described in the proposed documents as defined above. 3. Term of Contract. This Agreement shall be in effect from March 15.2016 and shall expire on March 14,2017, with the option to renew for one additional two year term,unless terminated earlier pursuant to the terms hereof. 4. Compensation. A. The Town shall pay,as full compensation for items and/or services furnished and delivered in carrying out this Agreement at the rates indicated in more detail in the Proposal Documents. B. The acceptance by the Contractor of final payment for items and/or services provided shall be deemed a release of the Town from any and all claims and liabilities for payment under this Agreement. C.Neither the Town's review,approval or acceptance of,nor payment for any of the items and/or services provided 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 the Agreement. 5. Pavment of Compensation. The Town shall make payments within 30 days of receipt of the approved payment requisition or invoice. 6. Liability of the Town. The Town's liability hereunder shall be to perform the Town's obligations under this Agreement,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 Town 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 services rendered pursuant to this Agreement,and neither the Contractor,nor its employees, agents,servants nor any person for whose conduct the Contractor is responsible shall be considered an employee or agent of the Town for any purpose. 17 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 willful misconduct of the Contractor,or the Contractor's agents or employees. 9. Insurance. A.Respondents are required to purchase and maintain insurance of the type and limits listed below with respect to the services to be performed under this RFP. This insurance shall be provided at the Respondent's expense and shall be in force and effect for the full term of any contract executed as a result of this solicitation. All policies shall be issued by companies lawfully authorized to write that type of insurance under the Laws of the Town with a financial strength rating of"A-"or better as assigned by A.M.Best Company,or an equivalent rating assigned by a similar rating agency acceptable to the Town. Respondents shall submit one original of each certificate of insurance acceptable to the Town. Certificates shall show each type of insurance,insurance company,policy number,amount of insurance,deductibles/self-insured retentions,and policy effective and expiration dates. The Respondent shall submit updated certificates prior to the expiration of any of the policies referenced in the certificates so that the Town shall at all times possess certificates indicating current coverage. Failure by the respondent to obtain all policy renewals and to provide the respective insurance certificates as required shall constitute just cause for termination of the respondent's services. Termination, cancellation or material modification of any insurance required by this solicitation,whether by the insurer or the insured, shall not be valid unless written notice thereof is given to the Town at least thirty days prior to the effective date thereof,which shall be expressed in said notice. The Respondent is responsible for the payment of any and all deductibles under all of the insurance required below. The Town shall not be responsible for the payment of deductibles,self-insured retentions or any portion thereof. B. The Respondent shall purchase and maintain at its own expense during the life of the contract the following insurance: • Worker's Compensation Insurance in accordance with M.G.L.Chapter 152. • Commercial General Liability Insurance, with a minimum limit of$1,000,000 each occurrence. The Town shall be listed as an additional insured. • Automobile Liability Insurance at a limit of not less than$1,000,000 each accident. • Valuable Papers insurance in an amount sufficient to assure the restoration of any plans, drawings, computations,field notes or other similar data related to the work covered by the contract in the event of loss or destruction while in the custody of the Respondent until the final fee payment is made or all data is turned over to the Town, and this coverage shall include coverage for relevant electronic media including,but not limited to,documents stored in computer aided design drafting(CARD)systems. • Professional liability insurance at a limit of not less than$1,000,000 each claim covering errors and omissions and negligent acts of the designer, and of any person or entity for whose performance the designer is legally liable. The policy shall include a retroactive date that is no later than the effective date of the contract. • 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 out in the Invitation for Bids or Request for Proposals,or in Attachment A hereto. • All policies shall identify the Town as an additional insured(except Workers'Compensation and Professional Liability Insurance)and shall provide that the Town shall receive written notification at least 30 days prior to the effective date of any amendment or cancellation. Certificates evidencing all such coverage's shall be provided to the Town upon the execution of this Agreement, and at least ten(10)days prior to the renewal of any such coverage. 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 Town 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 18 work to the reasonable satisfaction of the Town, or by not complying with the reasonable 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 our 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, and the Contractor shall be liable to the Town for any amount which it may be required to pay in excess of the compensation provided herein in order to complete the work specified herein in a timely manner. 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 ten 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 Reaorts.The Town shall have the right at any time to inspect the work of the Contractor, including the right to enter upon any property owned or occupied by Contractor,whether situated within or beyond the limits of the Town. Whenever requested,Contractor shall immediately furnish to the Town full and complete written reports of its operation under this Agreement in such detail and with such information as the Town may request. 13.Rovalties and Patents: The Contractor shall pay all applicable royalties and license fees. In addition,the Contractor hereby represents that it is duly authorized to use any process or other intellectual property rights held by third parties in the performance of this Agreement,it shall defend all suits or claims for infringement of any patent or other intellectual property rights and shall indemnify and hold the Town harmless from loss on account thereof 14. Successor and Assiens. 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. Notwithstanding the approval of any assignment by the Town pursuant to this paragraph,the Contractor shall remain liable for the full performance of the terms of this Contract. 15. 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.The Contractor shall indemnify and hold the Town harmless for and against any and all fines,penalties or monetary liabilities incurred by the Town as a result of the failure of the Contractor to comply with the previous sentence. 16.Notice. Any and all notices,or other communications required or permitted under this Agreement, shall be in writing and delivered by hand or mailed postage prepaid,return receipt requested,by registered or certified mail or by other reputable delivery service,to the parties at the addresses set forth on Page 1 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 by hand,if so mailed,when deposited with the U.S.Postal Service or,if sent by private overnight or other delivery service,when deposited with such delivery service. 17. 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. 19 W1 18. 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. 19.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 written above. I certify that an appropriation TOWN OF WATERTOWN is available. By: Town Accountant Town Manager Approved as to Form: (Contractor) Town Attorney By: Name: (Signature) Title: Address: Phone: Fax: 20 12 Town of Watertown Administration Building 149 Main Street Watertown,MA 02472 (617) 972-6414,Fax(617)972-6414 RFP for"On-Call"Architectural Design Services Section VII SCOPE OF SERVICES 1. Provide architectural design services for several miscellaneous Town capital improvement projects. The general scope of services shall include, but not be limited to, the following tasks: This is a sample of projects and not a guarantee of work to be completed by Architectural firm. The Town reserves the right to add to and delete items from this list. a) Senior Center interior and exterior improvements b) Exterior Painting at the Police Station 552 Main Street c) Renovation/Re-Use Former Police Facility d) Renovation/Re-Use North Branch Library e) Building Envelope work at various locations throughout Watertown f) Watertown Library 5 roof top AC Units g) Town Hall HVAC Air Handle Unit Replacements (3) h) Town Hall fan coil replacements (50) i) Multi Service Center Renovations j) Middle School Improvements k) Boiler Replacement#1 at the Philips School 1) m) 2. Architectural services shall include,but not be limited to: a) Reports and observations. b) Specification preparation; biddable documents, including plans and specifications in accordance with Massachusetts General Laws. This includes general conditions, special conditions, OSHA requirement language, addendums, DCAMM certification language and all other requirements as it pertains to Chapter 149 construction and bidding. (The Town will provide the wage rates, sample contract, legal notices and bid dates) c) Cost estimates. d) Testing; field measurements. e) Calculations and recommendations. f) Attendance at meetings g) Project oversight 21