179 Main street rfp~1.docx

LAND DEVELOPMENT AGREEMENT

REQUEST FOR PROPOSALS (RFP)

FOR THE PURCHASE, RENOVATION & REDEVELOPMENT OF PROPERTY OWNED BY THE TOWN OF HARDWICK, MASSACHUSETTS 179 Main Street, Gilbertville, MA July 29, 2026

INTRODUCTION

The Town of Hardwick Massachusetts is requesting proposals for the acquisition, renovation and redevelopment of a town-owned historic building: the George H. Gilbert Historic Schoolhouse built circa 1903, which sits on a 0.993-acre parcel of land located at 179 Main Street. The property is served by Gilbertville water and sewer. The building is located within the socially, culturally and economically emerging Gilbertville Center. The Property, shown on Assessors Map 55 as Lot 22, contains 0.993 acres of land, more or less, and is believed to be described more particularly, in whole or in part, in a deed recorded with the Worcester District Registry of Deeds in Book 1766, Page 347. The Property is located in the District G-V zoning district according to the Hardwick Zoning By-law.

Further designated as Tract “A” on a plan of land entitled Land in Hardwick, Mass owned by Town of Hardwick by Gary Lanpher, Jr., Registered Professional Land Surveyor dated January 2016 and recorded at Worcester District Registry of Deeds in Plan Book 918 Plan 110.

The Building is a former Schoolhouse with 8680 square feet. The Property will be sold in “AS-IS” condition, without any representations or warranties of any kind whatsoever. The Town shall have no obligation to make any repairs or improvements to the Property.

REQUEST FOR PROPOSALS (RFP)

FOR THE PURCHASE, RENOVATION & REDEVELOPMENT OF PROPERTY OWNED BY THE TOWN OF HARDWICK, MASSACHUSETTS 179 Main Street, Gilbertville, MA July 29, 2026

INTRODUCTION

The Town of Hardwick Massachusetts is requesting proposals for the acquisition, renovation and redevelopment of a town-owned historic building: the Historic Schoolhouse built circa 1903, which sits on a 0.993-acre parcel of land located at 179 Main Street. The property is served by Gilbertville water and sewer. The building is located within the socially, culturally and economically emerging Gilbertville Center. The Property, shown on Assessors Map 55 as Lot 22, contains 0.993 acres of land, more or less, and is believed to be described more particularly, in whole or in part, in a deed recorded with the Worcester District Registry of Deeds in Book 1766, Page 347. The Property is located in the District G-V zoning district according to the Hardwick Zoning By-law.

The Building is a former Schoolhouse built in the year of 1903. The building is 8680 square feet. The Property will be sold in “AS-IS” condition, without any representations or warranties of any kind whatsoever. The Town shall have no obligation to make any repairs or improvements to the Property.

REDEVELOPMENT OPTIONS

The Select Board’s preference is for the following uses for 179 Main Street:

· Housing

· Office space

· Studio space

· Community uses

PRICE

The Town is interested in selling the property at the highest price. However, the Town reserves the right to make an award to a proposer that offers other than the highest price. The Town will consider the overall value of the offer. Proposers are informed that the property shall be conveyed with a historic preservation restriction, protecting the exterior of the historic building. A performance bond for the proposed cost of the total rehabilitation shall be required at the time of any contract award.

MINIMUM CRITERIA

Proposals must meet all provisions of the minimum criteria set forth below in order to qualify for continued consideration. Any proposal that fails to meet the minimum criteria shall be rejected as non- responsive.

1. Does the proposal include all the required elements specified in the Submittal Requirements section of this RFP?

2. Does the proposer have satisfactory references from similar projects?

3. Does the proposer have experience with building construction and renovation?

COMPARATIVE SELECTION CRITERIA

Proposals that satisfy all provisions of the Minimum Criteria will be evaluated by the measures set forth below. All proposals eligible for rating in accordance with this section will be rated for each of the categories:

Highly Advantageous, 3 points Advantageous, 2 points Not Advantageous, 1 point Unacceptable, 0 points Qualifications and experience of the proposer on completing similar historic preservation projects.

a. A proposer that has completed 3 or more similar historic preservation projects shall be highly advantageous.

b. A proposer that has completed 2 similar historic preservation projects shall be advantageous.

c. A proposer that has completed 1 similar historic preservation projects shall be not advantageous.

d. A proposer that has not completed at least 1 similar historic preservation project shall be unacceptable.

Financial feasibility and viable business plan.

a. A proposal that has a business plan that clearly demonstrates a sound financial strategy for the Project, together with estimated redevelopment costs, a schedule of operating income, an expense proforma, and the proposed method of financing shall be highly advantageous.

b. A proposal that has a business plan that, in general, demonstrates a sound financial strategy for the proposed redevelopment and includes at least a general statement of income and expenses, and proposed sources of financing shall be advantageous.

c. A proposal that has a business plan that does not reflect a sound financial strategy supported by income and expense estimates and sources of funding shall be not advantageous.

d. A proposal that does not include a business plan shall be unacceptable.

Quality of the proposed conceptual site plan

a. A conceptual site plan that shows, in detail, the building, parking and circulation areas, and landscaping techniques to protect and enhance the surrounding environment and neighborhood shall be highly advantageous.

b. A conceptual site plan that shows at least the building and parking and circulation areas shall be advantageous.

c. A conceptual site plan that only shows the building shall be not advantageous.

d. A proposal that does not include a conceptual site plan shall be unacceptable.

The best proposal is the one that achieves the highest overall rating based on the criteria above. If two or more proposals receive the same rating, the proposal offering the highest purchase price will be first considered.

RESTRICTIONS

Land Development Agreement: The Town will require a mutually acceptable land development agreement with the successful proposer that will govern the rehabilitation of the building and the redevelopment of the property, and include terms relating to the construction of improvements, the Town’s review of plans, construction schedule, insurance, and other terms, to ensure that said rehabilitation and redevelopment actually takes place and the property is not neglected. The land development agreement will be recorded at closing, prior to the recording of any mortgage and/or liens, or said mortgages and liens shall be subordinated to the agreement.

PROCESS SCHEDULE

· RFP public release/packets available: July 29, 2026

· Deadline for submission of questions: August 26, 2026

· Addendum issued, if necessary: September 31, 2026

· Deadline for proposal submission: September 14, 2026 10:00 AM

· Opening and preliminary review of proposals: September 14, 2026 10:00 AM

· Public announcement of RFP outcome: September 28, 2026

SUBMITTAL REQUIREMENTS

Anyone submitting a response to this RFP shall include the following: To be responsive, each prospective respondent must submit five (5) complete hard copies of the Proposal and one (1) PDF digital copy, including all information specified below. The five (5) complete hard copies of the Proposal must be inserted into a single sealed envelope marked “RFP FOR PURCHASE AND REDEVELOPMENT OF 179 MAIN STREET.

All of the following information must be included in each copy of the Proposal in the following order (if any item is not applicable, include a statement explaining why the item is not applicable):

1. The Complete Proposal Cover Page (see attachment);

1. A Table of Contents with page numbers;

1. Cover Letter. A transmittal letter identifying the proposer including address, telephone number and e-mail address of the contact person, and the date of the proposal;

1. Financial Capacity. Each proposer must provide evidence of the proposer’s ability to meet the financial obligations of the proposed acquisition of the property, the rehabilitation of the building and the redevelopment of the property (the “Project”). Each proposer shall submit a pro forma account of the funds necessary to finance the Project and how the proposer will finance the Project. Financial statements and background information must be attached to the proposal. If a proposer intends to use “in kind” services, a monetary value must be assigned and a legally binding document from the company, organization or individual outlining the commitment and value of any gifts of materials, cash or labor must be included in the proposal. If a proposer intends to purchase the property with a mortgage, the proposer must specify how much is to be borrowed and submit, in its proposal package. A pre-approval or commitment letter from a bank or loan originator acknowledging that the proposer has sufficient financial resources to obtain a loan in an amount sufficient to complete the Project as proposed. If the proposer provides a pre- approval letter, the proposer must deliver a firm letter of commitment to the Town within fourteen (14) days from the date the parties enter into a purchase and sale agreement (P&S). The proposal must include an explanation of how the proposer will fully fund the ongoing costs of the building once the Project is completed without any Town of Hardwick taxpayer funds.

1. Qualifications. A brief overview of the proposer’s qualifications and experience with comparable redevelopment projects;

1. Price Proposal. The fully executed “Purchase Price Proposal Form”, a blank copy of which is attached;

1. References. Provision of at least three (3) professional references, including names, current phone numbers and e-mail addresses for the references;

1. Description of Project. Each proposer must submit a narrative on the following items:

a. The proposal shall include a description of the intended use of the Property and any proposed terms of the sale, which must conform to the parameters set forth in this RFP. The proposer must show in as much detail as possible how it intends to utilize the Property as required by this RFP and whether and how that use will promote local agriculture and benefit and/or enhance the Town.

b. A description of the proposed configuration of the interior space within the building, together with a preliminary set of floor plans;

c. The proposal shall include, if applicable, a description of the improvements the proposer intends to make to the Property to ready it for the proposed use, and a schedule for completing those improvements.

d. A description of the conceptual exterior landscaping design treatment;

e. The proposer’s demonstrated readiness and ability to proceed on the Project with time schedules reasonably described.

f. A description of the impact of the proposed Project on Town infrastructure, including water, sewer, drainage, parking, public safety, and roads, and the economic benefit to the Town in tax revenue and in local job creation.

g. A Project schedule, including dates by which the proposer expects to receive the building and any other permits required for the Project, the Project financing, a closing date, and construction schedule.

Required Forms. Fully executed originals of the following forms:

a. A “Certificate of Tax Compliance Form,” a blank of which is attached.

b. A “Certificate of Non-Collusion Form,” a blank of which is attached.

c. A “Disclosure Statement for Transaction With a Public Agency Concerning Real Property,” a blank of which is attached;

If applicable, a certification executed by the secretary of the corporation indicating that the person signing the proposal has been authorized to do so by a vote of the board of directors. The Proposal documents must be signed as follows: 1) If the Proposer is an individual, by him or her personally; 2) if the Proposer is a partnership, by the name of the partnership, followed by the signature of each general partner; and 3) if the Proposer is a corporation, by the authorized officer, whose signature must be attested by the clerk/secretary of the corporation, and the corporate seal affixed, a blank of which is attached.

GENERAL TERMS AND CONDITIONS

TERMS AND CONDITIONS

The following terms and conditions shall apply:

1. The Town will follow the process described by G.L. c.30B, §16 for Requests for Proposals for disposition of real property.

1. If any changes are made to this RFP, or the Town issues responses to questions or requests for clarification concerning the RFP, an addendum will be issued. Addenda will be distributed or otherwise made available to all persons on record as having received the Request for Proposals.

1. The Town intends to adhere to the schedule and dates specified in this RFP. If revisions made to this RFP make it necessary, the proposal due date and all subsequent dates may be extended with written notice of such changes sent to all proposers who have requested a copy of this RFP.

1. The Town reserves the right to request additional information from any and all proposers if it is deemed necessary in order to identify the most advantageous proposal, and may request proposers to appear before the Awarding Authority at a public meeting to make presentations or answer questions concerning their proposals.

1. The Town shall award the sale of the Property, if at all, to the responsive and responsible proposer(s) whose proposal is deemed by the Town to be the most advantageous, taking into consideration the evaluation criteria stated in this RFP.

1. The Town reserves the right to reject any and all proposals if such rejection is deemed to be in the best interest of the Town. The Town also reserves the right to waive any informalities in the proposal process and all non-material terms set forth herein if it be in the public interest to do so, and to accept the proposal deemed to be in the best interest of the Town. The Town reserves the right to make an award to a proposer that offers other than the highest price.

1. All proposals submitted in response to this RFP, plus any other related materials submitted by proposers, will become the property of the Town of Hardwick and will not be returned to proposers. The Town reserves the right to use any or all ideas, concepts, or configurations presented in a proposer's proposal whether or not the proposal is selected.

1. All signatures must be handwritten and in ink by person(s) duly authorized. All other words and figures submitted on the proposal shall be neatly written in ink or typed. Proposals that are conditional, obscure, or which contain additions not called for in the specifications, erasures, alteration, or irregularities may be rejected.

1. Price submissions must be on the enclosed form and submitted as part of the proposal package. Price proposals must be signed by an authorized official of the proposer.

1. A proposer may correct, modify, or withdraw a proposal by written notice received by the Town prior to the time and date set for the bid opening. Proposal modifications must be submitted in a sealed envelope clearly labeled "Modification No.__." Each modification must be numbered in sequence and must reference the original Request for Proposals.

1. The Town may cancel this Request for Proposals, or reject, in whole or in part, any and all proposals, if the Town determines that cancellation or rejection serves the best interests of the Town.

1. All proposals, including the price stated therein, submitted in response to this Request for Proposals must remain firm for one hundred and twenty (120) days following the bid opening.

1. Proposers may submit requests for clarification and any questions about information contained in this RFP in writing and addressed to: Justine Caggiano, Office of Town Administrator at Hardwick Town Offices, Myron E. Richardson Building, P.O. Box 575, 307 Main Street, Gilbertville, MA 01031-0575. Proposers are requested to forward questions early in the procurement process. The name, address, telephone number and fax number of the person requesting the information must be provided by the proposer. Inquiries will not be answered directly. Answers to questions shall be provided in writing and distributed or otherwise made available to all persons on record as having received the Request for Proposals. The Awarding Authority will issue an addendum to address the written questions submitted by the aforementioned deadline. Only answers provided by the Town in writing may be relied upon by the proposers.

1. The Awarding Authority reserves the right to amend this RFP based on questions and issues raised by proposers. It is the responsibility of the Proposer to contact the Office of the Town Administrator prior to the submittal deadline to ensure that the Proposer has received all addenda issued by the Awarding Authority.

1. Proposers must bear all costs associated with their proposals including preparation, copying, postage, and delivery costs. The Town will not be responsible for any costs or expenses incurred by proposers responding to this RFP.

1. All proposals and related documents submitted in response to this RFP are subject to the Massachusetts Freedom of Information Law, G.L. Chapter 66, Section 10 and to the Public Records Law, G.L. c. 4, Section 7, subsection 26, regarding public access to such documents. Statements or endorsements made by a proposer that are inconsistent with those statutes will be disregarded.

1. The selection of the proposer shall be made without regard to race, color, sex, age, religion, political affiliation, or national origin.

EVALUATION PROCESS

Each proposer must include sufficient supporting material to allow a meaningful and comprehensive evaluation of its proposal. The Town Administrator will conduct a preliminary screening of the submitted proposals to ensure that the documents and information required in Section VIII have been provided (the “Minimum Evaluation Criteria”). Proposals that do not satisfy the Minimum Evaluation Criteria will be rejected.

For all proposals deemed complete, the Town’s RFP Committee will review each proposal with the Town Administrator to ensure that they meet all the comparative evaluation requirements. Those proposals that meet the Selection Criteria will be further reviewed and competitively scored by the RFP Committee. Once proposals have been scored, the RFP Committee will make a recommendation to the Select Board regarding their preferred redevelopment proposal.

Background Check The Town reserves the right to conduct a background inquiry of each proposer, which may include the collection of appropriate criminal history information, contractual business associates and practices, employment histories and reputation in the business community. By submitting qualifications to the Town of Hardwick, the proposer consents to such an inquiry and agrees to make available to the Town such books and records as the Town deems necessary to conduct the inquiry.

Determination of Responsibility The Town of Hardwick may make such investigation as it deems necessary to determine the ability of a proposer to provide full performance as outlined in the proposal and in accordance with the requirements stated in this RFP. The proposer shall furnish to the Town all such information and data for this purpose as the Town may request. The Town of Hardwick reserves the right to reject any proposal if the evidence submitted by or investigation of the proposer fails to satisfy the Town that such proposer is properly qualified to carry out the obligations of its proposal.

Rights Reserved by the Town of Hardwick The Town may request additional information of one or more respondents relative to a proposal or qualifications. Requests shall be in writing with the expectation of a written response within a specified time. Proposers may also be invited to appear before the Select Board or RFP Committee. Failure to comply with this request will result in a rejection of the proposal at issue. The right to an interview does not automatically extend to all proposers whose proposals are accepted for review but is granted in the sole discretion of the RFP Committee.

Following the interviews and the receipt of any additional information requested of the proposers, the proposals will be evaluated and rated by the Select Board according to the comparative evaluation criteria set forth in this RFP. The Select Board will select the most advantageous proposal, taking into consideration all of the evaluation criteria set forth in this RFP. The Select Board will notify all proposers in writing of its decision.

The proposer selected by the Select Board will be given exclusive rights to negotiate with the Town the terms of the purchase and development of the property. If, at any time, such negotiations are not proceeding to the satisfaction of the Town, in its sole discretion, then the Town may choose to terminate said negotiations. The Select Board may select another proposer with whom to initiate negotiations.

The Town of Hardwick reserves the right to reject any or all proposals; to waive any informality or irregularity as permitted by law; and to evaluate, in its absolute discretion, the proposals submitted based on the Selection Criteria.

PURCHASE AND SALE AGREEMENT; LAND DEVELOPMENT AGREEMENT

1. Purchase and Sale Agreement.

a. The Town and the successful proposer (the “Buyer”) shall enter into a mutually satisfactory Purchase and Sale Agreement (P&S) within thirty (30) days from the date of the award. The Town shall provide the form of P&S to the selected proposer with the award letter, which P&S shall include terms substantially similar to the following:

b. At time of execution of the P&S, Buyer shall pay a deposit equal to the greater of $5,000 or ten percent (10%) of the purchase price. The deposit submitted by Buyer shall be held in escrow by the Treasurer of the Town of Hardwick in a non-interest bearing account, and shall be duly accounted for at the time for performance of this Agreement. In the event that Buyer fails to fulfill its obligation to purchase the Premises, the Town shall retain the deposit as liquidated damages. If the acquisition of the property is financed by a lending institution, Buyer must deliver a firm letter of commitment to the Town within fourteen (14) days from the date of the P&S.

c. No broker’s commission shall be paid by the Town, and Buyer shall indemnify and hold harmless the Town from any claims for such commission.

d. A payment in lieu of taxes shall be paid in accordance with M.G.L. c. 44, § 63A and/or M.G.L. c. 59, § 2C.

e. Buyer shall pay the monetary consideration for the property by certified, treasurer’s, or bank check or by wire transfer.

f. Buyer acknowledges that Buyer has not been influenced to enter into this transaction and that Buyer has not relied upon any warranties or representations not set forth in this P&S. Buyer represents and warrants that it will accept the property “AS IS.” Buyer acknowledges that the

g. Town has no responsibility for hazardous waste, oil, hazardous material or hazardous substances, as those terms are defined by any applicable law, rule or regulation, including, without limitation, the Massachusetts Oil and Hazardous Materials Release Prevention and Response Act, M.G. L. c. 21E, the Massachusetts Hazardous Waste Management Act, M.G.L. c. 21C, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §§ 9601 et seq. and the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901 et seq. (herein collectively referred to as “Hazardous Materials”) on, in, under or emitting from the property or for any other condition or defect on the property. The provisions of this Section shall survive delivery of the deed.

h. In the event that the Town defaults under the P&S, Buyer shall be entitled to terminate the P&S, and receive a refund of the deposit. The foregoing shall be Buyer’s sole and exclusive remedy at law and equity for any breach of the P&S by the Town.

i. The purchase of the property shall not be contingent on the sale of any other property.

j. The closing shall occur within ninety (90) days from the date on which the P&S is signed by the Town and Buyer, or within such further time as the Select Board and Buyer shall agree.

k. Buyer acknowledges that Buyer has not been influenced to enter into this transaction nor has Buyer relied upon any warranties or representations not set forth or incorporated in this P&S, except for the following additional warranties and representations, if any, made by the Town: NONE.

l. Buyer agrees that the property shall be conveyed subject to a permanent historic preservation restriction substantially similar in form to the Historic Preservation Restriction attached to the P&S.

m. In the event that the proposer’s obligations under the P&S are contingent on financing, permitting, inspection and/or other contingencies, the Town shall have the right to set forth deadlines by which some or all of the contingencies must be met, depending on when the closing is to occur and other factors.

Land Development Agreement.

The Town shall enter into a mutually acceptable land development agreement (“LDA”) with the successful proposer that will govern the rehabilitation of the building and the redevelopment of the property, and include terms relating to the construction of improvements, the Town’s review of plans, construction schedule, insurance, and other terms, to ensure that said rehabilitation and redevelopment actually takes place and the property is not neglected. The LDA will be negotiated simultaneously with the P&S. The LDA shall be recorded at closing, prior to the recording of any mortgage and/or liens, or said mortgages and liens shall be subordinated to the LDA.

179 MAIN STREET RFP

(Cover Page)

PROPOSAL FOR PURCHASE, RENOVATION, REDEVELOPMENT

OF THE GEORGE H. GILBERT SCHOOL

179 Main Street, Gilbertville, MA 01031

Submitted by:

(Name, Address, Telephone Number and E-Mail Address of Proposer)

Date Submitted:

PURCHASE PRICE PROPOSAL FORM

FOR THE PURCHASE OF THE GEORGE H. GILBERT SCHOOL

179 Main Street, Gilbertville, MA 01031

Seller: Town of Hardwick Hardwick Town Hall 307 Main Street – P.O. Box 575 Gilbertville, MA 01031

Buyer:

Premises: 179 Main Street Gilbertville, MA 01031

Proposed Purchase Price: $ Proposed Purchase Price (in words):

Proposed Closing Date:

Signature

Title

Print Name

Date Signed

AFFIDAVIT OF NON-COLLUSION

The undersigned certifies under the penalties of perjury that this bid or proposal is in all respects bona fide and fair and has been made and submitted in good faith without collusion or fraud with any other person. As used in this affidavit, the word “person” shall mean any natural person, joint venture, business, partnership, corporation, union, committee, club, organization, group of individuals, municipal official or other business or legal entity.

Signature:

Date:

Name (Printed)

Title:

Company:

TOWN OF HARDWICK – REQUEST FOR PROPOSALS

SALE OF 179 MAIN STREET, GILBERTVILLE, MA

CERTIFICATE OF TAX COMPLIANCE

Pursuant to M.G.L., Ch. 62C, s. 49A, the undersigned certifies, under the penalties of perjury, that the below named individual or company has complied with all laws of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting of child support.

Signature of Individual or Corporate Officer

Company Name

Social Security Number or Federal Identification Number

Date

TOWN OF HARDWICK – REQUEST FOR PROPOSALS

SALE OF 179 MAIN STREET, GILBERTVILLE, MA

CERTIFICATE OF AUTHORITY

Give full names and residences of all persons and parties interested in the foregoing proposal:

(Notice: Give first and last name in full; in case of a corporation, give names of President and Treasurer; in case of a limited liability company, give names of the individual members, and, if applicable, the names of all managers; in case of a partnership or a limited partnership, all partners, general and limited and; in case of a trust, all the trustees)

NAME ADDRESS ZIP CODE

Kindly furnish the following information regarding the Proposer:

1. IF A PROPRIETORSHIP

Name of Owner

Address

Name of Business

Home

IF A PARTNERSHIP

Business Name

Business Address

Names and Addresses of Partners

PARTNER NAME

ADDRESS

ZIP CODE

IF A CORPORATION OR A LIMITED LIABILITY COMPANY

Full Legal Name

State of Incorporation

Principal Place of Business

No

Place of Business in Massachusetts

IF A TRUST

NAME

ADDRESS

ZIP CODE

Signature

Printed Name

Title

Name of Business

Date

CERTIFICATE OF AUTHORITY

TOWN OF HARDWICK – REQUEST FOR PROPOSALS

SALE OF 179 MAIN STREET, GILBERTVILLE, MA

DISCLOSURE STATEMENT FOR

TRANSACTION WITH A PUBLIC AGENCY CONCERNING REAL PROPERTY

M.G.L. c. 7C, s. 38 (formerly M.G.L. c. 7, s. 40J) The undersigned party to a real property transaction with a public agency hereby discloses and certifies, under pains and penalties of perjury, the following information as required by law:

(1) Real Property: The parcel of land with the building and other improvements thereon located at 179 Main Street, Gilbertville

(2) Type of Transaction, Agreement, or Document:

Sale of Town Property

(3) Public Agency Participating in Transaction:

Town of Hardwick

(4) Disclosing Party’s Name and Type of Entity (if not an individual):

(5) Role of Disclosing Party (Check appropriate role):

Lessor/Landlord

Lessee/Tenant

Other (Please describe)

(6) The names and addresses of all persons and individuals who have or will have a direct or indirect beneficial interest in the real property excluding only 1) a stockholder of a corporation the stock of which is listed for sale to the general public with the securities and exchange commission, if such stockholder holds less than ten per cent of the outstanding stock entitled to vote at the annual meeting of such corporation or 2) an owner of a time share that has an interest in a leasehold condominium meeting all of the conditions specified in M.G.L. c. 7C, s. 38, are hereby disclosed as follows (attach additional pages if necessary):

NAME

RESIDENCE

(7) None of the above- named persons is an employee of the Division of Capital Asset Management and Maintenance or an official elected to public office in the Commonwealth of Massachusetts, except as listed below (insert “none” if none):

(8) The individual signing this statement on behalf of the above-named party acknowledges that he/she has read the following provisions of Chapter 7C, Section 38 (formerly Chapter 7, Section 40J) of the General Laws of Massachusetts:

No agreement to rent or to sell real property to or to rent or purchase real property from a public agency, and no renewal or extension of such agreement, shall be valid and no payment shall be made to the lessor or seller of such property unless a statement, signed, under the penalties of perjury, has been filed by the lessor, lessee, seller or purchaser, and in the case of a corporation by a duly authorized officer thereof giving the true names and addresses of all persons who have or will have a direct or indirect beneficial interest in said property with the commissioner of capital asset management and maintenance. The provisions of this section shall not apply to any stockholder of a corporation the stock of which is listed for sale to the general public with the securities and exchange commission, if such stockholder holds less than ten per cent of the outstanding stock entitled to vote at the annual meeting of such corporation. In the case of an agreement to rent property from a public agency where the lessee’s interest is held by the organization of unit owners of a leasehold condominium created under chapter one hundred and eighty-three A, and time-shares are created in the leasehold condominium under chapter one hundred and eighty-three B, the provisions of this section shall not apply to an owner of a time- share in the leasehold condominium who (i) acquires the time-share on or after a bona fide arms length transfer of such time-share made after the rental agreement with the public agency is executed and (ii) who holds less than three percent of the votes entitled to vote at the annual meeting of such organization of unit owners. A disclosure statement shall also be made in writing, under penalty of perjury, during the term of a rental agreement in case of any change of interest in such property, as provided for above, within thirty days of such change.

Any official elected to public office in the commonwealth, or any employee of the division of capital asset management and maintenance disclosing beneficial interest in real property pursuant to this section, shall identify his position as part of the disclosure statement. The commissioner shall notify the state ethics commission of such names, and shall make copies of any and all disclosure statements received available to the state ethics commission upon request.

The commissioner shall keep a copy of each disclosure statement received available for public inspection during regular business hours.

(9) This Disclosure Statement is hereby signed under penalties of perjury.

Print Name of Disclosing Party (from Section 4, above)

Print Name of Disclosing Party (from Section 4, above)

Print Name & Title of Authorized Signer

PRESERVATION RESTRICTION AGREEMENT

The George H Gilbert Historic School Building 179 Main Street, Hardwick

THIS PRESERVATION RESTRICTION AGREEMENT is made this _____ day of _______, 2026, by and between (“Grantor”), having an address of and the Town of Hardwick (“Grantee”), a municipal corporation duly organized under the laws of Massachusetts and acting by and through its Historical Commission, having its usual place of business at 307 Main Street, Gilbertville, MA 01031.

WITNESSETH:

1. WHEREAS, Grantor is the owner of real property located at 179 Main Street Hardwick, identified as Assessor’s Map 55, Lot 22, and described in a deed recorded with the Worcester South District Registry of Deeds (the “Registry”) in Book 1766 Page 347 (the “Property”), which is improved by a building (the “Building”), which Property and which Building are described more particularly in Exhibit A, attached hereto and incorporated herein; and

WHEREAS, Grantee is a municipality and is interested in the preservation and conservation of sites, buildings, and objects of local, state and national significance in the Town of Hardwick and is authorized to accept and hold preservation restrictions under the Massachusetts General Laws, Chapter 184, Sections 31, 32, and 33 (the “Act”);

WHEREAS, the Hardwick Historical Commission is a governmental body whose purposes include the preservation and protection of buildings, structures, vessels, real property, documents or artifacts that are listed or eligible for listing on the state register of historic places or have been determined by the Commission to be significant in the history, archeology, architecture or culture of the Town;

WHEREAS, Grantee has designated the Hardwick Historical Commission to administer, manage, and enforce preservation agreements;

WHEREAS, the Property is improved by a two-story, wood-frame, building constructed in 1903 and is within the Gilbertville Historic District as a contributing building

WHEREAS, because of its architectural, historic and cultural significance, including its important local associations with the development of the Town of Hardwick, the Building was listed in the State and National Registers of Historic Places on December 19, 1991 as a contributing Building for its significance to the Town for; Architecture; Commerce; Community Planning and Social History

WHEREAS, the Building’s preservation values are documented in Exhibits A, B, and C (hereinafter, collectively “Baseline Documentation”) incorporated herein by reference, which Baseline Documentation the parties agree provides an accurate representation of the Property as of the date of this Preservation Restriction Agreement;

WHEREAS, the Baseline Documentation includes the following:

1. Property Description and Statement of Significance (Exhibit A),

2. Photographs (Exhibit B), and

WHEREAS, Grantor and Grantee recognize the architectural, historic, and cultural values (hereinafter “preservation values”) and significance of the Property, and have the common purpose of preserving the aforesaid preservation values and significance of the Property and the Building;

WHEREAS, the grant of a preservation restriction by Grantor to Grantee on the Property will assist in the preservation and maintenance of the Building and its architectural, historic and cultural features for the benefit of the people of the Town of Hardwick, the County of Worcester, the Commonwealth of Massachusetts, and the United States of America;

WHEREAS, to that end, Grantor desires to grant to Grantee, and Grantee desires to accept, a preservation restriction in gross on the Property and the Building pursuant to the Act.

NOW, THEREFORE, in consideration of the covenants set forth herein, Grantor does hereby irrevocably grant and convey unto Grantee a Preservation Restriction Agreement in gross over the Property and the Building described in Exhibits A, B and C.

PURPOSE

1. Purpose. It is the purpose of this Preservation Restriction Agreement to assure that the features and characteristics that embody the architectural, historic and cultural significance of the exterior of the Building will be retained and maintained substantially in their current condition and to prevent any use or change in the Property that will significantly impair or interfere with the Building’s preservation values in perpetuity.

GRANTOR’S COVENANTS

2.1 Covenant to Maintain. Grantor agrees at all times to maintain the exterior of the Building in as good structural condition and sound state of repair as that existing on the date of this Preservation Restriction Agreement and otherwise in the condition required by this Preservation Restriction Agreement, and shall comply with all federal, state and local laws, codes and by-laws applicable to the Property and/or the Building. Grantor’s obligation to maintain shall require replacement, repair, reconstruction and where necessary replacement in kind by Grantor whenever necessary to preserve the Building in a good, sound and attractive condition and state of repair. Subject to the casualty provisions of Sections 6 and 7, this obligation to maintain shall require replacement, rebuilding, repair and reconstruction of the Building whenever necessary in accordance with The Secretary of Interior’s Standards for The Treatment of Historical Properties with Guidelines for Preserving, Rehabilitating, Restoring and Reconstructing Historic Buildings (36 CFR 67 and 68), as these may be amended from time to time (hereinafter the “Secretary’s Standards”).

2.2. Prohibited Activities.

The following acts or uses are expressly forbidden on, over, or under the Property, except as otherwise conditioned in this Section:

(a) the Building shall not be moved, demolished, removed or razed except as described in Sections 6 and 7;

(e) no other buildings or structures, including camping accommodations, mobile homes or cell towers, shall be erected or placed on the Property hereafter except for temporary structures required for maintenance or rehabilitation of the Property, such as construction trailers;

(f) is there anything else the Town wishes to prohibit?

GRANTOR’S CONDITIONAL RIGHTS

3.1 Conditional Rights Requiring Approval by Grantee. Without prior express written approval of Grantee, which approval shall not be unreasonably withheld but which may be subject to such reasonable conditions as Grantee in its discretion may determine, Grantor shall not make any changes to the exterior of the Building, including additions to and the alteration, partial removal, construction, remodeling, or other physical or structural change to the façades of the Building, and any change in design, material or color thereof. Activities by Grantor to maintain the exterior of the Building, which are intended to be performed in accordance with Section 2.1, and which are minor in nature, shall not require Grantee’s prior approval. For the purposes of this Section, the interpretation of what constitutes ordinary maintenance of a minor nature is governed by the Restriction Guidelines which are attached to this Preservation Restriction Agreement as Exhibit D and incorporated by reference. Subject to this restriction are any activities, including construction or alteration or any internal structural features that act as support for external surfaces, construction or alteration which may alter the exterior appearance of the Building or threaten the structural stability or integrity of the exterior of the Building.

3.2 Review of Grantor’s Request for Approval. Should Grantor wish to exercise the conditional rights set out or referred to in Section 3.1, Grantor shall submit to Grantee, for Grantee’s approval, two copies of information (including plans, specifications and designs, where appropriate) identifying the proposed activity with reasonable specificity. In connection therewith, Grantor shall also submit to Grantee a timetable for the proposed activity sufficient to permit Grantee to monitor such activity. Within sixty (60) days of Grantee’s receipt of any plan or written request for approval hereunder, Grantee shall certify in writing that (a) it approves the plan or request, or (b) it disapproves the plan or request as submitted in which case Grantee shall provide Grantor with written suggestions for modification or a written explanation for Grantee’s disapproval. Any failure by Grantee to act within sixty (60) days of receipt of Grantors’ submission or resubmission of plans or requests shall be deemed to constitute approval by Grantee of the plan or request as submitted and to permit Grantor to undertake the proposed activity in accordance with the plan or request submitted, so long as such activity is consistent with the Purpose of this Preservation Restriction Agreement.

3.3 Conditional Rights Requiring the Approval of the Massachusetts Historical Commission. The conduct of archeological activities on the Property, including without limitation, survey, excavation and artifact retrieval, may occur only following the submission of an archeological field investigation prepared by Grantor and approved in writing by the State Archeologist of the Massachusetts Historical Commission (G.L. Ch.9, Section 27C, 950 CMR 70.00)

STANDARDS FOR REVIEW

4. Grantee shall apply Secretary’s Standards whenever (a) exercising any authority created by this Preservation Restriction Agreement to inspect the Property; (b) reviewing any construction, alteration, repair or maintenance; (c) reviewing casualty damage or (d) reconstructing or approving reconstruction of the Building following casualty damage.

GRANTORS’ RESERVED RIGHTS

5. Grantors’ Rights Not Requiring Further Approval by Grantee. Subject to the provisions of Sections 2.1, 2.2, and 3.1, the following rights, uses, and activities of or by Grantor on, over, or under the Property are permitted by this Preservation Restriction Agreement and by Grantee without further approval by Grantee:

(a) the right to engage in all those acts and uses that: (i) are permitted by governmental statute or regulation; (ii) do not substantially impair the preservation values of the Property; and (iii) are not inconsistent with the Purpose of this Preservation Restriction Agreement.

(b) pursuant to the provisions of Section 2.1, the right to maintain and repair the Building strictly accordingly to the Secretary’s Standards. As used in this Section the right to maintain and repair shall mean the use by Grantor of in-kind materials and colors, applied with workmanship comparable to that which was used in the construction or application of those materials being repaired or maintained, for the purpose of retaining in good condition the appearance and construction of the Building. The right to maintain and repair as used in this paragraph shall not include the right to make changes in appearance, materials, and workmanship from that existing prior to the maintenance and repair without the prior approval of Grantee in accordance with the provisions of Sections 3.1 and 3.2; and

(c) the right to make changes of any kind to the interior of the Building, provided such changes do not alter materially the appearance of the exterior of the Building, in contravention of this Preservation Restriction Agreement.

CASUALTY DAMAGE OR DESTRUCTION; INSURANCE

6. Casualty Damage or Destruction. In the event that the Building or any part thereof shall be damaged or destroyed by fire, flood, windstorm, hurricane, earth movement or other casualty, Grantor shall notify Grantee in writing within fourteen (14) days of the damage or destruction, such notification including what, if any, emergency work has been completed. No repairs or reconstruction of any type other than temporary emergency work to prevent further damage to the Building and to protect public safety shall be undertaken by Grantor without Grantee’s prior written approval of the work. Within thirty (30) days of the date of damage or destruction, if required by Grantee, Grantor at Grantor’s expense shall submit to Grantee a written report prepared by a qualified restoration architect and an engineer who are acceptable to Grantee, which report shall include the following: (a) an assessment of the nature and extent of the damage; (b) a determination of the feasibility of the restoration of the Building and/or reconstruction of damaged or destroyed portions of the Building; and (c) a report of such restoration and/or reconstruction work necessary to return the Building to the condition existing at the date thereof.

. Review After Casualty Damage or Destruction. If, after reviewing the report provided in Section 6 and assessing the availability of insurance proceeds after satisfaction of any mortgagee’s/lender’s claims under Section 8, Grantor and Grantee agree that the Purpose of this Preservation Restriction Agreement will be served by such restoration/reconstruction, Grantor and Grantee shall establish a schedule under which Grantor shall complete the restoration/reconstruction of the Building in accordance with plans and specifications consented to by the parties to at least the total of the casualty insurance proceeds available to Grantor.

If, after reviewing the report and assessing the availability of the insurance proceeds after satisfaction of any mortgagee’s/lender’s claims under Section 8, Grantor and Grantee agree that restoration/reconstruction of the Property is impractical or impossible, or agree that the Purpose of this Preservation Restriction Agreement would not be served by such restoration/ reconstruction, Grantor may with prior written consent of Grantee, alter, demolish, remove or raze the Building and/or construct new improvements on the Property. In such event, Grantor and Grantee may agree to extinguish this Preservation Restriction Agreement in accordance with the laws of the Commonwealth of Massachusetts and Section 21.1 hereof.

If, after reviewing the report and assessing the availability of insurance proceeds after satisfaction of any mortgagee’s/lender’s claims under Section 8, Grantor and Grantee are unable to agree that the Purpose of this Preservation Restriction Agreement will or will not be served by such restoration/reconstruction, the matter may be referred by either party to binding arbitration and settled in accordance with the Commonwealth of Massachusetts arbitration statute then in effect, and all other applicable laws, rules, and regulations.

8.Insurance. Grantor shall keep the Property insured by an insurance company rated “A1” or better by Best’s for the full replacement value against loss from the perils commonly insured under standard fire and extended coverage policies and comprehensive general liability insurance against claims for personal injury, death and property damage. Property damage insurance shall include change in condition and building ordinance coverage, in form and amount sufficient to replace fully the damaged Property and Building without cost or expense to Grantor or contribution or coinsurance from Grantor. Grantor shall deliver to Grantee, within ten (10) business days of Grantee’s written request therefore, certificates of such insurance coverage. Provided, however, that whenever the Property is encumbered with a mortgage or deed of trust nothing contained in this Section shall jeopardize the prior claim, if any, of the mortgagee/lender to the insurance proceeds.

INDEMNIFICATION; TAXES

9. Indemnification. Grantor hereby agrees to defend, indemnify and hold harmless Grantee from and against any and all claims, liabilities, expenses, costs, damages, losses and expenditures (including reasonable attorneys’ fees) arising out of or in connection with injury to or death of any person on or about the Property; physical…