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MAPC

METROPOLIIAM AGEA PLANEING COUMEL

CONTRACT FOR PROPESSIONAL SERVICES
BY AND BETWEEN
IMETROPOLITAN AREA PLANNING COUNCIL
AND
MHQ, Inc.

Time Amendment #1
September 2016

The attached contract for Professional Services By and Batwaen Metropoiltan Area Planning
Council and MHQ, Inc., dated October 5, 2015, Is hereby amended to;

1. Extend the time period for completion of all work related to the origina) contract,
GBPC 2015 Vehicles for Current Model Year Ford Vehicles, to September 30, 2017

per Part lif of the attached RFP.

Signatures

Printed Name

A
- agit _ 4p ab

Printed Name
in fsidint sf Psues Duzlypeont
es

80 Tompie Place Boston, Massactuswtis 02111 | 617-023-0700 | 617-482-71B5 fax | frepe.ons

C Eerie & SMART GROWTH AND REGIONAL COLLABORATION

oe
POUIAOPOLIVAR Aa PAs COUCH

CONTRACT FoR Goons AND SERVICES
BY AND BETWEEN
METROPOLITAN AREA PLANNING COUNCIL
AND
MHQ, Inc,

This AGREEMENT, dated_ Oct 5.2015 __, is mada and entered Into by and betwean
the Metropoliten Area Planning Council (“MAPC", a public body politic and corporate, established by
Chapter 408, Sections 24 through 29 of the Massachusetts General Laws, with ite principal office at
60 Temple Place, Hoston, Massachusetts 02414, acting as the collective purchasing agent for the
Greater Boston Polios Council, ine, (“GBPC") and its Members ["Buyers"} pursuant to Chapter 7,
Section 226 of the Massachusetts General Laws and without lability to MAPC, and AHO, Inc.
[Vendar‘], with Its principal offica at 401 Elm Street, Marlborough, MA 02752.

Witnesseth that the parties AGREE as follows:
Artisie j
General Degerietion of the Work
i. Pursuant to the Terms and Conditions of this AGREEMENT, including eny Additional and
Special Terms and Conditions listed In Exhibit C, the Request for Proposais (“RFP"] - RFP No.
GBPC 2015 Vehicles attached In Exhibit B; and the Vendor's Price Proposal and Technical

Proposal attached in Exhibit F, MAPC hereby engages the Vendor to provide the following
goods and/or servicas to the Guyers: Ford Vehicles,

Article I)

Services of the Vendor

2. ‘The Vendor wil! provide the goods and/or servioss as desoribed In the RFP cited in Arilcie 4
(above).

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

4. There shall be no amendment ta this AGREEMENT without the written approval of MAPC.
MAPC shail be under no obligation to pay for any goods provided or services parformad by the

Vendor.

Matropotin Arve Planning Counctl | 60 Templa Maca | doston, Massachusstts £2124 | 917-933-0700 ] 617-482-7185 tax | mape.erg

5. Tha Vendor represents snd warrents to MAPC as followe:

i. ‘Thatit and all its personne! (whether employees, agents or independant Vendors) are
qualified and duly ficensad as required by law and/or local municipal code to provide
services and/or goods required by this AGREEMENT.

il. That it further agrees to perform services, including manufacturing, In 4 professional
manner adhering to a reasonable standard of care and In accordance with all
applicable State or Federal laws, rulas and regulations.

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

lv. That It{s not a party to any AGREEMENT, contract or understanding, which would In
any way restrict or prohibit It from undertaking or performing lis obligations
hereunder In accordance with the terms and conditions of this AGREEMENT.

Articte Hl

Parformence of the Vendor

6. in the performance of service under this AGREEMENT, the Vendor acts at all times ae an
Independent contractor. There Is no relationship of employment or agancy betwean MAPC, on
the one hand, and the Vendor on the other, and neither party shall have nor exercise any
contre! or direction over the method by which the other performs its work or functions aside
from such contro! or directions es provided in tiis AGREEMENT which the parties view as
consistent with thelr independant Vendor relationship.

7. The Vendor agrees to be responsible for and warrantee the work of its subcontractors listed In
Exhibit D and to ensure thelr compliance with all legal, quailty aad performance zequirements
of tha Request for Proposals ("RFP”] - RFP No. attached in Exhibit B; and the Vendor's Price
Proposal and Technical Proposal attached In Exhibit F. The Vendor may not use subcontractors
not nemed In Exhibit D without the pricr written cansent of MAPC, which will not unreasonably

be withheld,
Article V

Time of Performance

8. Time shall be of the essence in relation to Vendor's performance under this AGREEMENT.
Vendor shall completa performance as promised In its quote that accompanies the Buyar's
purchase order or othar document cenfirming 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 bayond the reasonable
control of Vendar and without fault of Vendor. In the event of such an extension, alf other
tarms and conditions of this AGREEMENT, except the dates of commencemant end completion
of performance, shal remain In full force and effect between the parties unless modified in

10,

44,

15,

16.

writing.

In the absence of such an extension, liquidated damages shall be due the Buyer In the amount
of 0.4.6 (one-tenth of ana percent) of tha faca 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 Vandor's final Invoice or taken by Buyer as a deduction te
such final invoice.

Any dispute In the emount of liquidated damages shall be submitted to arbitration by elthar
Buyer or Vendor through the American Arbitration Agsoclation within 10 (ten) business days of
written notice given by the party declaring Impasse. Vendor end Buyar agree to fully comply
with the arbitrator's decision within a reasonable time.

Articie V

Ravisions In the Work to Be Performed

if during the Vendor's Tine of Performance, Buyer requires revisions or other changes to be
made in the scope or character of the wark 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 changs in time of performance and shall proceed with such
changes only upon writtan consent of Buyer, which shall be construed as a modification to

Buyer's original purchase order,

Buyer will neither unreasonably request revistons nor un reasonably withhold final acceptance
of delivered products,

Articia Vt

Term of Agraement

The term of this AGREEMENT shall commence upon execution and will continus untit
September 30, 2016, or unt! otherwise terminated as provided by this AGREEMENT or the

RFP,

MAPC reserves the right at its sole disaration to extend the contract for up to two (2) additional
one-year terms ending September 30, 2017 and September $0, 2018 respectively.

In the event new contracts have not been procured anc awarded before the and of a second
contract extansion, MAPC reserves the right at its sole discretion to extend the contract for an
édditional period of time until new contracts have bean procured and awarded, Howaver, in ne
Instance shall any contract tarm, including extensions, exceed three (3) years In total,

The Vandor egrees to pesform promptly upon execution of this AGREEMENT and wilt diligently

a7.

20.

21,

and faithfully perform In accordance with the provisions hereof.

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

Article Vill

Assignment

Neither party shall assign, transfer or otherwise dispose of this AGREEMENT or any of Its rights
hereunder or otherwise delegate any of ite 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 vald and of no force and effect.

Articla 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 aut of any errors, omissions of negligence by
the Vendor (including all its employees or agents) In performing undar this AGREEMENT, or any
breach of the terms of this AGREEMENT, which constitute an obligation of the Vendor. The
Vendor shall relmbursa 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
shall de in addition to and shall not ba construed es a limitation on any other legal rights of
MAPO, GPC, and the Buyers expressed or not expressed In the RFP and with respect to this

AGREEMENT,
Article Xi
Insurance

Before performing under this AGREEMENT, the Vendor shall ebtein, 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 documantation In the
event of any change or cancellation of coverage.

24,

26,

27.

28,

Artiole Xil
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® shail Inciude the failure
of 6 party to fulfil tts material duties hareunder In a timely and satisfactory manner.

MAPC shall have the right to terminate this AGREEMENT for its convenience upon fourteen (1.4)
calendar days of written notice.

Following termination of this AGREEMENT, the parties shail be selleved of all further obligations
hereunder except that

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

The Vendor shat remain lleble for any damages, expanses or flabilities artsing under this
AGREEMENT (Including Its Indemnity obligations) with respect to work performed pursuant io

the AGREEMENT,
Article Xill

Entimty of Agreement

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 end the Vendor with respect to the matters set forth therein and
may not be changed (amended, medified or terms waived) exvept by a writing signed by both
parties, Any notices required or allowed shall be sant by recelpt-verifled mall, amail, fax or

courier to the persons designated In Exhibit A.

The provisions of tha RFP and the Vendor's Proposal are incorporated heraln by reference. In
the event of any conflict among the Contract Documents, the documents shel! be construed

aocording to the folowing 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

Article XIV
Sevembility

29, In the event any provision of this AGREEMENT Is found by a court of appropriate jurisdiction to

30,

31

be unlawful or invalid, the rameinder of the AGREEMENT shall remain and continue in full force
and effect.

Articia XV
4 tos | i duriadie

This AGREEMENT shall ba 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 undar any provision of
this AGREEMENT.

Article XVI
Notice

Exvept as otherwise expressly provided in this AGREEMENT, any decision or action by MAPC
relating to this AGREEMENT, Its operation, ar termination, shall be made onty by MAPC ar its
designated representative Idantified 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 behalf of the Greater Boston Police Council and its Members:

For the i ,

* Signature
ee

* Tile

* Name

os

Date

‘ 4

“See
* Affix Corporate Seal

(or mark “n/e*)

Le) iParametrics mei Biya PROPOSAL FOR THE CITY OF NASHUA
P , @ — ARPA ADMINISTRATIVE SERVICES

Using the Community-leveraged approach, the iParametrics tearn will provide training, materials, and support to identified City-based
agencies, These Community Partners will then serve as ‘boots on the ground’ outreach in impacted communities, bringing information
about the program directly to the people they serve, Our team of Outreach Coordinators will provide each Cormmunity Partner
with matenals, talking points, Frequently Asked Questions, program applications, and other collateral matenal to support outreach
efforts.

We will host web-based training events for all Community Partners to educate them on key program topics including:

= Program eligibility and priority critena

= How to use the web-application and how to assist potential applicants to apply
= Documents required from applicants and where to obtain such documents

a Program customer service standards

Throughout the outreach process, Community Partners will be supported by our team of Outreach Coordinators, who will provide
subject matter expertise on programm topics, best practices for reaching vulnerable populations, and ongoing backing for Community
Partners. Further, our team will develop videos, training and other outreach collateral that will be posted to the City’s website or
our intemal Leaming Management System.

iPARAMETRICS GRANT MANAGEMENT SYSTEM

Overview

A comprehensive ARPA funding program would potentially include a citizen public-facing grant management system for individuals,
businesses, and other entities to submit applications for relief funds. iParametrics has developed its Grant Management System (GMS)
to support programs such as ARPA and it can be configured to the City of Nashua's requirements and remain compliant with Federal
policies. The GMS provides a streamlined solution from outreach through closeout. The configurable solution allows for complete
management of program information that allows for the highest level of both process and program efficiency. We will deliver a web-
based application to allow applicants to apply from anywhere. The GMS is project-ready, meaning that it can be quickly configured
to meet the needs of City of Nashua, thereby saving the City of Nashua time and money by avoiding delays that come with custom
solutions built from scratch.

Key Considerations:

= Our experience shows that one of the biggest delays in providing funding to impacted citizens and businesses is incomplete
information or lack of documentation provided by the applicant. GMS is structured to encourage complete application
submissions, including collection of supporting documents, required information, and applicant preferences like preferred
language or communication method at the outset.

= Our skilled GMS support professionals link the program with analytics so the City of Nashua gets real-time updates to the
application process, as needed. This unique advantage will be helpful as guidelines for the administration of funds through
the American Rescue Plan Act continues to be added and revised. By allowing updates to be made as they occur, we can
guarantee little to no wait time for community applicants and ensure the program continues moving forward.

= The iParametrics GMS can also be configured to support multiple funding streams in a single program. The system can
separate costs so the City of Nashua knows which costs are to be charged to which grant funding source. This classification
ensures costs are obligated from the appropriate grant without adding additional steps or bureaucracy to the program
process.

» The iParametrics GMS utilizes analytical tools which enables our team to drive meaningful insight and optimize program
execution. The analytics tool generates dashboards and KPls based on best practices and tailored to the specific needs of
the City's program.

PAGE 23

Ear A

Notice Addressees

For MAPC:

Name

Titis

Organization

Street Address

Clty, State, ZIP

Phone

Fax

email

For the VENDOR:
_DaAvID Eyciésty wet
* Name
GENERAL MAvaGet.
* The
Ava inc
Organization
Gor GM Srgser
* Street Address

Maes Gofoven, uA . O152.

* Street Address
Bop- 6 72-Zbiy
* Phone
“573-2

* Fax
_beyersi sy mee. SMe , CoM

* emall