Search

already been properly procured under M.G.L. ¢ 308 sec. ic and M.G.L. c. 7 sec. 224 (purchases from a vendor on a contract with the Commonwealth}, other contracts

procured under M.G.L ¢ 30B sec 1c and M.G.L. ¢.7 sec, 22B, or any M.G.L. c, 30B contract between the vendor and the jurisdiction. All off contract iterns must be procured
under M,G.L, ¢, 308,

The terms and conditions stated herein and the provisions of any agreement between MHQ and Buyer, Hf applicable, shall constitute the complete and only terms and

conditions applicable to any and all purchases by Buyer from MHQ. Any additional and/or different terms and/or conditions printed anywhere Including on, or with, Buyer’s
order shall be Inapplicable In regard to any purchase by Suyer from MHQ.

*

PRINT NAME

x

THLE

x x
SIGNATURE DATE

MHQ Quote - 2026 Ford INUT~- Patrol Page 4 of 4

STATE BID TABULATION

Zs

CONTRACT FOR GOODS AND SERVICES
By AND BETWEEN
METROPOLITAN AREA PLANNING COUNCIL
AND

MHQ, Inc.

This AGREEMENT, dated | QO 18 _semade and entered into by and between
the Metropolitan Area Planning Council (“MAPC*], a public body politic and corporate, established by
Chapter 408, Sections 24 through 29 of the Massachusetts General Laws, with its principal office at
66 Temple Place, Boston, Massachusetts 02111, acting as the collective purchasing agent for the
Greater Boston Police Council, inc. [“GBPC"] and its Members ("Buyars”} pursuant to Chapter 7,
Section 22B of the Massachusetts General Laws and without lability to MAPC, AND MHQ, INc.
[Vendor], with its principal office at Vendor's Address.

Witnesseth that the parties AGREE as follows:
Articte |

General Description of the Work

1. Pursuant to the Terms and Conditions of this AGREEMENT, including any Additlanal and
Specia! Terms and Conditions listed in Exhibit ¢, the Request for Proposals [“RFP"] - RFP Ne.
GBPC 2019 Aftsrmarket Equipment ~- Supplied and Installed attached In Exhibit 8: and the
Vendor's Price Proposal and Technical Proposal attached in Exhibit F, MAPC hereby engages
the Vendor to provide the foliawing goods and/or services to the Buyers: Aftermarket

Equipment.
Articte 1
Services of tha Vendor
2. tate veneer will provide the goods and/or services as described in the RFP cited In Article 1.
above).

3. The Vendor shall report, and be responsible, to MAPC or its designee as set forth on Exhibit A.

4. There shall be no amendment to this AGREEMENT without the wtten approval of MAPC,
MAPC shail be under no obligation to pay for any goods provided or services performed by the
Vendor.

5. The Vendor represents and warrants to [MAPC as follows:

6.

10.

ii, That it further agrees to perform services, including manufacturing, in a professional
manner adhering to a reasonable standard of care and in accordance with aif
applicable State or Federal laws, rules and regulations.

ii, That it will obtain any and all permits, bonds, insurances and other iterns required for
the proper and legal performance of the work.

iv. Thatitis nota party to any AGREEMENT, contract or understanding, which wauld in
any way restrict or prohibit it from undertaking or performing its obligations
hereunder in accordance with the terms and conditions of this AGREEMENT.

Article lil

Performance of the Vendor

in the perfarmance of service under this AGREEMENT, the Vendor acts at ail times as an
independent contractor. There is no relationship of employment or agency between MAPC, on
the one hand, and the Vendor on the other, and neither party shall have nor exercise any
control or direction aver the method by which the other performs its work or functions aside
from such control or directions as provided in this AGREEMENT which the parties view as
consistent with their independent Vendor relationship.

The Vendor agrees to be responsible for and warrantee the work of its subcontractors listed in
Exhibit D and to ensure their compliance with ail legal, quality and performance requirements
of the Request for Proposals (“RFP"] - RFP No. attached in Exhibit 8B; and the Vendor's Price
Proposal and Technical Proposal attached in Exhibit F. The Vendor may not use subcantractars
not named in Exhibit D without the prior written consent of MAPC, which will not unreasonably
be withheld.

Articte iV
Time of Performance

Time shall be of the essence in relation to Vendor's performance under this AGREEMENT.
Vendor shall complete performance as promised in its quote that accompanies the Buyer's
purchase order or other document confirming its authorization to the Vendor to proceed.
Reasonable extensions shall be granted by the Buyer at the written request of the Vendor,
provided the justifying circumstances are documented by and are beyond the reasonable
control of Vendor and without fautt of Vendor. In the event of such an extensian, all other
terms and conditions of this AGREEMENT, except the dates of commencement and completion
of performance, shalt remain in full force and effect between the parties untess modified in
writing.

In the absence of such an extension, liquidated damages shall be due the Buyer in the amount
of 0.1% (one-tenth of one percent) of the face value of the Vendor's quoted or modified
purchase price for each day performance exceeds the promised date(s). Such liquidated
damages may be acknowledged in Vendor's final invoice or taken by Buyer as a deduction to
such final invoice.

Any dispute in the amount of liquidated damages shall be submitted to arbitration by either
Buyer or Vendor through the American Arbitration Association within 10 (ten) business days of
written notice given by the party declaring impasse. Vendor and Buyer agree to fully comply
with the arbitrator's decision within a reasonable time.

11.

12.

13.

14,

45.

16.

17,

Articie V
evisions e Work to Be Performed

If during the Vendor's Time of Performance, Buyer requires revisions or other changes to be
made in the scope or character of the work to be performed, Buyer will promptly notify Vendor
in writing. For any changes to the scope of work, Vendor shall provide Buyer with a written
quote of change in price and/or change in time of performance and shall proceed with such
changes only upon written consent of Buyer, which shall be construed as a modification to
Buyer's original purchase order.

Buyer will neither unreasonably request revisions nor unreasonably withhold final acceptance
of delivered products.

Article Vt.

Term of Agreement

The term of this AGREEMENT shall commence upon execution and will continue until
September 30, 2019, or until otherwise terminated as provided by this AGREEMENT or the
RFP.

MAPC reserves the right at its sole discretian to extend the contract for up to two (2) additional
one-year terms ending September 30, 2020 and September 30, 2021 respectively.

In the event new contracts have not been procured and awarded before the end of a second
contract extension, MAPCT reserves the right at its sole discretion to extend the contract for an

additional period of time untit new contracts have been procured and awarded. However, in no
instance shail any contract term, including extensions, exceed three (3) years in total.

The Vendor agrees to perform promptly upon execution of this AGREEMENT and will diligently
and falthfully perform in accordance with the provisions hereof.

Article VI)

Orders, Fees, Invoices, and Payments

Orders, fees, invoices, and payment shall be processed and paid as specified in Section 10-
Terms & Conditions of the RFP.

i. The parties agree that MAPC will onty process invoicing for items or services
specifically priced within the Vendor's Price Proposal as submitted to MAPC. MAPC
will reject any price quotes or invoices that include any items or services that are not
specifically priced in the Price Proposal. . In such instance, MAPC may require the
Vendor to submit a corrected quote or invoice, or to clearly identify those items not
included in the MAPC contract, to be labeled as “not on MAPC contract”.

18.

19.

20.

21.

22.

23.

24,

25.

Article VII(

Assignment

Neither party shall assign, transfer or otherwise dispose of this AGREEMENT or any of its rights
hereunder or otherwise delegate any of its duties hereunder without the prior written consent
of the other party, Any such attempted assignment or other disposition without such consent
shall be null and void and of no force and effect.

Article IX

Indemnification

The Vendor agrees to indemnify and save MAPC, GBPC, and the Buyers harmless from any and
all manner of suits, claims, or demands arising out of any errors, omissions or negligence by
the Vendor (including ail its employees or agents) in performing under this AGREEMENT, or any
breach of the terms of this AGREEMENT, which constitute an obligation of ihe Vendor. The
Vendor shall reimburse MAPC, GBPC, and the Buyers for any and all costs, damages, and
expenses including reasonable attorney's fees which MAPC, GBPC, and the Buyers pays, or
becomes obligated to pay, by reason of such activities or breach. The provisions of this Section
shalt be in addition to and shall not be construed as a limitation on any other fegal rights of
MAPC, GBPC, and ihe Buyers expressed or not expressed in the RFP and with respect to this
AGREEMENT.

Articte X
Insurance
Before performing under this AGREEMENT, the Vendor shall obtain, and shall maintain
throughout the term of this AGREEMENT, insurance at limits specified in the RFP and provide

written documentation of such in the form specified in the RFP.

The Vendor shall give MAPC 20 days (twenty) written notice and copies of documentation in the
event of any change or cancellation of coverage.

Articie X!
Termination of Agreement
Either MAPC or the Vendor may terminate this AGREEMENT for cause upon written notice given
by the non-defaulting party. For the purposes of this provision, “cause” shall include the faiture

of a party to fulfill its material duties hereunder in a timely and satisfactory manner.

MAPC shall have the right to terminate this AGREEMENT for its convenience upon fourteen (14)
calendar days of written notice.

Following termination of this AGREEMENT, the parties shall be relieved of all further obligations
hereunder except that:

MAPC shall not be liable for payments for the services and/or expenses or lost profits of the
Vendor in the event of termination.

26.

27.

28,

29.

30,

The Vendor shall remain liable for any damages, expenses or liabilities arising under this
AGREEMENT (including ils indemnity obligations) with respect to work performed pursuant to
the AGREEMENT.

Article Xl
Entirety of Agreemen

This AGREEMENT, together with its Exhibits, the RFP referenced above and its Addenda, the
required supplemental documents and any additional exhibits, constitute the entire
AGREEMENT between MAPC and the Vendor with respect to the matters set forth therein and
may not be changed (amended, modified or terms waived) except by a writing signed by both
parties. Any notices required or allowed shail be sent by recelpt-verified mail, email, fax or
courier to the persons designated In Exhibit A.

The provisions of the RFP and the Vendor's Proposal are incorporated herein by reference. in
the event of any conflict among the Contract Documents, the documents shall be construed
according to the following priorities:

Highest Priority: Amendments to Contract (if any)
Second Priority: Contract
Third Priority: Addenda to the RFP (if any)
Fourth Priority: RFP
Fifth Priority: Vendor's Proposal
Articte Xiil
Severability

In the event any provision of this AGREEMENT is found by a court of appropriate jurisdiction to
be unlawful or invalid, the remainder of the AGREEMENT shall remain and continue in full force
and effect.

Article XiV

Governing Law and Jurisdiction

This AGREEMENT shall be governed by, construed and enforced in accordance with laws of the
Commonwealth of Massachusetts. MAPC, Vendors, and Buyers agree to submit their
respective jurisdiction and venue to the state and federal courts in the Commonwealth of
Massachusetts to resolve any disputes or disagreements that may arise under any provision of
this AGREEMENT.

Article XV

Notice
31. Except as otherwise expressly provided in this AGREEMENT, any decision or action by MAPC
relating to this AGREEMENT, its operation, or termination, shall be made only by MAPC or its
designated representative identified in Exhibit A.

IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed by their duly
authorized officers on the date written below.

For MAPC by or on behaif of the Greater Boston Police Council and its Members:

NY fii)

Signature Date
Marc Draisen
Name

Executive Director

Title
For th DOR, }

x. lle September 27, 2018
* Signature * Date

David Eycleshymer
* Name
Vice President

* Title

~ Affix Corporate Seal (or
mark “n/a’)

EXHIBITA

Notice Addressees

For MAPC:

Marc Draisen
Name

Executive Director
Title

MAPC

Organization

6Q Temple Place
Street Address
Boston, MA_02114
City, State, ZIP
617.933.0700
Phone
617.482.7185

Fax
muraisen@mapc.org

email

For the VENDOR:

David Eycleshymer
* Name

Vice President

* Title

MHO, Inc.

Organization

401 Elm Street

* Street Address

Marlborough, MA, 01752

4 City, State, ZIP
508-573-2614

* Phone

* Fax
deycleshymer@mha.com

* email