RFP Assessing Services 11.1.26-6.30.29.pdf

TOWN OF BLACKSTONE

15 Saint Paul Street

Blackstone, Ma 01504

Request for Proposals

For

Property Tax Assessment Services

The Town of Blackstone (the “Town”) is seeking Proposals from qualified firms to provide the

Town with property tax assessment services from November 1, 2026 to June 30, 2029, as described further in this Request for Proposals (RFP) document. The RFP process is being performed under the provisions of M.G.L c.30B § 6.

Each proposal shall consist of a non-price proposal and a price proposal. The non-price proposal and price proposal must each be enclosed in a separate, sealed envelope marked, “PRICE

PROPOSAL” or “NON-PRICE PROPOSAL,” along with the title of this RFP, "RFP-2027-

PROPERTY TAX ASSESSMENT SERVICES.” Each sealed envelope must then be sealed, together, in a third sealed envelope for delivery or mailing. The third envelope must also be marked, “RFP-2027- PROPOSAL FOR PROPERTY TAX ASSESSMENT SERVICES” and indicate the Proposer’s name and address. Failure to properly mark and deliver proposals may result in the rejection of the proposal.

All proposals shall be received in the Office of the Town Administrator, 15 Saint Paul Street, Blackstone, MA 01504 by 10:00 AM on October 5, 2026. Proposals delivered after the deadline shall not be accepted and will be returned unopened to the sender.

All proposals shall remain in effect for thirty (30) days after the submittal date. The Town reserves the right to reject any or all proposals, and waive informalities in the proposal procedures or to accept the proposal deemed in the best interest of the Town of Blackstone.

Questions regarding this RFP may be directed to Lauren Taylor, Town Administrator, at

LTaylor@townofblackstone.org or at (508) 883 1500 ext 113.

Lauren Taylor

Town Administrator

September 9, 2026 mailto:LTaylor@townofblackstone.org

Request for Proposals for Property Tax Assessment Services

Part 1. General Conditions

1.1 PROJECT DESCRIPTION

A. The Town of Blackstone (the “Town”), through its Board of Assessors, is seeking proposals to select a qualified firm (the “Contractor”) to provide the Town with property tax assessment services for November 1, 2026 through June 30, 2029 as described further in this Request for

Proposals (RFP) document.

B. A contract may be awarded to the most advantageous proposal from a responsible and responsive offeror, taking into consideration price and the evaluation criteria set forth in the

RFP.

C. Each proposal shall consist of a non-price proposal and a price proposal. The non-price proposal and price proposal must each be enclosed in a separate, sealed envelope marked, “PRICE PROPOSAL” or “NON-PRICE PROPOSAL,” along with the title of this RFP, "RFP-

2027- PROPERTY TAX ASSESSMENT SERVICES.” Each sealed envelope must then be sealed, together, in a third sealed envelope for delivery or mailing. The third envelope must also be marked, “RFP-2027- PROPOSAL FOR PROPERTY TAX ASSESSMENT

SERVICES” and indicate the Proposer’s name and address. Failure to properly mark and deliver proposals may result in the rejection of the proposal.

D. All proposals shall be received in the Office of the Town Administrator, 15 Saint Paul Street, Blackstone, MA 01504 by 10:00 AM on October 5, 2026. Proposals delivered after the deadline shall not be accepted and will be returned unopened to the sender. The Town shall not be responsible for proposals arriving late due to couriers, deliveries to the wrong location, express mailing services etc., or any reason whatsoever. Postmarks will not be considered.

E. There will be no public opening of proposals. Proposals will not be made public until after the

Town has completed its evaluation of the proposals. Price proposals will be securely kept by the Town Administrator’s Office and not disclosed until evaluation of proposals is complete.

F. Questions concerning this RFP should be submitted at least three (3) business days prior to the proposal submission deadline. All questions shall be submitted in writing to Lauren Taylor, Town Administrator, at LTaylor@townofblackstone.org. Written responses to any questions that the Town determines are relevant to all prospective proposers will be provided to all individuals that received the RFP in the form of “addenda” to this RFP.

G. All Proposals shall be signed using the Exhibit A: Price Proposal Form, which includes the certification of non-collusion for the proposal and the Certificate of Tax Compliance. Evidence of the signer’s corporate authority shall be attached.

mailto:LTaylor@townofblackstone.org.

H. The successful proposer shall comply with all federal, state and local laws and regulations pertaining to the performance of the contract.

I. The final awarded contract will be for a period from November 1, 2026 through June 30, 2029, subject to appropriation each year. This may result in a possible total contract length of approximately two (2) years and eight (8) months. The form of the required contract is as found in Exhibit B of this proposal. The form of the contract may not be revised.

J. Any proposal may be withdrawn, upon written request received prior to the time fixed for the submission of proposals.

K. The Town Administrator shall unconditionally accept a proposal without alteration or correction, except as provided in this paragraph. An offeror may correct, modify, or withdraw a proposal by written notice received in the office designated in the request for proposals prior to the time and date set for the receipt of proposals. After receipt of proposals, an offeror may not change the price or any other provision of the proposal in a manner prejudicial to the interests of the governmental body or fair competition. The Town Administrator may waive minor informalities or allow the offeror to correct them. If a mistake and the intended proposal are clearly evident on the face of the proposal document, the Town Administrator shall correct the mistake to reflect the intended correct proposal and so notify the offeror in writing, and the offeror may not withdraw the proposal. An offeror may withdraw a proposal if a mistake is clearly evident on the face of the proposal document, but the intended correct proposal is not similarly evident.

L. The Town Administrator, shall not open the proposals publicly, but shall open them in the presence of one or more witnesses at the time specified in the request for proposals.

Notwithstanding the provisions of G.L. c. 4, § 7, until the completion of the evaluation of proposals, or until the time for acceptance specified in the request for proposals, whichever occurs earlier, the contents of the proposals shall remain confidential and shall not be disclosed to competing offerors. At the opening of proposals, the Town Administrator or their designee shall prepare a register of proposals that shall include the name of each offeror and the number of modifications, if any, received. The register of proposals shall be open for public inspection.

The Town Administrator may open the price proposals at a later time, and shall open the price proposals so as to avoid disclosure to the individuals evaluating the proposals on the basis of criteria other than price.

M. The Town Administrator designates the individual or individuals responsible for the evaluation of the proposals on the basis of criteria other than price as detailed in Section 3.4 below. The designated individuals shall prepare their evaluations based solely on the criteria set forth in the request for proposals. Such criteria shall include all standards by which acceptability will be determined as to quality, workmanship, results of inspections and tests, and suitability for a particular purpose, and shall also include all other performance measures that will be utilized.

N. The Town Administrator shall determine the most advantageous proposal from a responsible and responsive offeror taking into consideration price and the evaluation criteria set forth in the request for proposals. The Town Administrator shall award the contract by written notice to the selected offeror within the time for acceptance specified in the request for proposals. The parties may extend the time for acceptance by mutual agreement. The Town Administrator may condition an award on successful negotiation of the revisions specified in the evaluation of the proposal (if any) and shall explain in writing the reasons for omitting any such revision from a plan incorporated by reference in the contract.

O. Before submitting a proposal, each offeror must make a careful study of all specifications and requirements and fully assure themselves as to the quality and quantity of the services required by this RFP.

P. Should it become impossible for a contractually committed individual to complete his/her required duties, for a reason such as termination of employment, any change in the Contractor’s staffing as outlined in the proposal will be subject to the approval of the Town. Any substituted person must be of an experience level equal to or greater than the person being replaced.

1.2 STATUTORY AUTHORITY

This project is being requested under the provisions of M.G.L. c. 30B § 6.

1.3 INSURANCE REQUIREMENTS

A. Prior to contract execution, the successful and qualified offeror shall provide proof of the insurance for the types and in the amounts listed below:

Insurance Type Minimum Insurance Limits

General Liability (Bodily Injury & Property Damage): $1,000,000.00

General Liability – Aggregate: $2,000,000.00

Worker’s Compensation: $ (as required by law)

Builder’s Risk Property Coverage: N/A

Property Coverage (Materials in Transit) N/A

Automobile Liability: $1,000,000.00

Umbrella Liability: N/A

Umbrella Liability – Aggregate: N/A

Professional Liability (Errors & Omissions): $1,000,000.00

Professional Liability – Aggregate: $2,000,000.00

B. At time of contract execution, the Contractor shall provide the Town with an insurance certificate evidencing this insurance, with the Town as the certificate holder.

C. This insurance shall be written by a company licensed to do business in the state of

Massachusetts with a minimum A.M. Best rating of A- VII. Each policy shall provide for written notification to the Town at least thirty (30) days prior to termination, material change or restrictive amendments. The coverages and limits are to be considered minimum requirements under this Contract and in no way limit the liability of the Contractor.

Part 2. Specifications

2.1 SCOPE OF WORK

A. Reporting to the Board of Assessors (“the Board”), the selected firm will provide the following contractual services to the Town for Fiscal Years (FY) 2027 (November 1 through June 30, 2027), 2028 (July 1, 2027 through June 30, 2028) and 2029 (July 1, 2028 through June 30, 2029.

B. The services to be provided are as follows:

1. Provide the services of an associate assessor specifically assigned to Blackstone and such other staff required to fulfill the scope of services described herein.

2. Prepare an annual assessment calendar detailing the various assessment tasks to be carried out by the office with proposed completion dates.

3. Provide staff training and supervision to the Assessor’s office Administrative Assistant.

4. Prepare or oversee the preparation of all Department of Revenue (DOR) reports, surveys, and data submittals including the annual tax recapitulation.

5. Conduct an annual assessment-to-sale ratio study in order to determine the level and uniformity of standing assessments, and revise computer-assisted mass assessing (“CAMA”) tables to keep assessments in compliance with DOR regulations.

6. Be responsible for the successful completion of the quintennial certification process and interim year revaluations.

7. Ensure that records of the Board of Assessors’ Office, including maps and CAMA system records, are maintained and current.

8. Interface with the public and provide higher order assistance during regular business hours of the office of the Board of Assessors.

9. Review all real estate and personal property abatement requests, preparing recommendations for the Board of Assessors on suggested actions relative thereto.

10. Prepare for and represent the Board of Assessors at all Appellate Tax Board hearings serving as the Town’s expert on property tax valuation matters.

11. Meet with the Board of Assessors once a month, or additionally at its request.

12. Meet with other financial officers of the Town to effectively coordinate and facilitate the

Town’s financial affairs.

13. Review all land divisions and set up new real estate accounts. Send to GIS vendor for parcel delineation

14. Perform all inspections of all building improvements under building permit and with 1/10 of taxable parcel periodic inspections.

15. Assist the Town in such other capacities as the Board of Assessors may approve.

16. Provide the services of an Associate Assessor specifically assigned to Blackstone and other staff required to fulfill the above Scope of Services. The Associate Assessor shall be present in the Board of Assessors’ Office at least 45 calendar days throughout the year and be dedicated to serving Blackstone an additional 45 calendar days on-site, or remotely from an off-site location.

Part 3. Proposal

3.1 Non-Price Proposal

A. Non-price proposals shall include:

1. One paper copy (suitably bound) of the proposer’s submittal, including resume, and one electronic copy submitted on a portable memory device included in the envelope.

2. All documentation and information necessary or appropriate to demonstrate that the proposer meets the qualifications set forth in the sections below entitled “Minimum

Qualifications” and “Evaluation Criteria”.

3.2 Price Proposal

A. Price Proposal Contents shall take the form of the Price Proposal Form found in Exhibit A of this RFP.

B. The Price Proposal Form shall provide the annual lump sum price for each of the three (3)

Fiscal Years, as well as the total three-year sum for a potential contract.

C. Such amount shall constitute full payment for all services set forth in, and reasonably inferable from this RFP, all of which services the selected proposer shall be required to perform. Such amounts shall be invoiced on a monthly basis.

D. The Price Proposal Form includes a Certificate of Non-collusion; Certificate of Tax

Compliance; and Certificate of Non-Discrimination and Affirmative Action. Failure to sign the Price Proposal Form and the Certificates shall result in rejection of a proposal.

3.3 Minimum Qualifications

A. Blackstone seeks a vendor with considerable tax assessment and administration experience to oversee the operations of the Assessors’ Office. All staff provided by the proposer will possess these minimum qualifications, and proposers must include in their non-price proposals documentation and information demonstrating that they possess such qualifications, failing which the proposal may be rejected. If a proposer fails to meet the minimum qualifications, it shall not be permitted to have its proposal evaluated in accordance with the evaluation criteria set forth further below in this RFP.

B. Have successfully completed the Massachusetts Department of Revenue Course 101 on property tax administration.

C. Supervising assessor (senior assessor) will have at least ten years' experience as a principal assessor or equivalent within the Commonwealth of Massachusetts, and have worked simultaneously in two or more communities and demonstrated success in managing the affairs of multiple offices, hold a bachelor's degree in business administration, real estate, economics or similar field of study, successfully completed no less than 300 hours of specialized valuation and tax administration coursework through either the International Association of Assessing

Officers (IAAO) or the Massachusetts Association of Assessing Officers (MAAO).

D. Associate assessor will be an experienced mass appraiser and have successfully completed no less than 80 hours of specialized valuation and tax administration coursework through either the International Association of Assessing Officers (IAAO), or the Massachusetts Association of Assessing Officers (MAAO).

3.4 Evaluation Criteria

A. All proposals will be evaluated by the Collector/Treasurer, Town Accountant, and Building

Commissioner, or their designees based upon the ability of the respondent to meet the specifications outlined herein and to determine if all minimum criteria required in this proposal have been met. The ability of the respondent to meet contracted requirements will also be considered, as well as the capability, integrity and reliability of the respondent to meet contract requirements, including by conducting a reference check. In accordance with MGL Chapter

30B the proposals submitted will be reviewed and rated for each criterion on a scale consisting of non-advantageous, advantageous and highly advantageous. Proposers will then be ranked by adding the consensus rankings for all the criteria.

1. Experience in Massachusetts providing contract assessment services:

• Unacceptable-Less than or equal to two (2) years of experience.

• Non-Advantageous-More than two (2) years but less than or equal to five (5) years.

• Advantageous -More than five (5) and less than ten (10) years.

• Highly Advantageous-Ten (10) or more years.

2. Experience working with multiple communities:

• Unacceptable-No experience with working with multiple communities.

• Non-Advantageous- No experience working with multiple communities in

Massachusetts.

• Advantageous-Experience working with two (2) to three (3) communities at one time in

Massachusetts.

• Highly advantageous-Experience working with more than three (3) communities at one time in Massachusetts.

3. Computer Assisted Mass Appraisal Systems knowledge and experience:

• Unacceptable-Less than one (1) year of experience.

• Non-Advantageous-One (1) to five (5) years of experience.

• Advantageous -More than five (5) years but less than ten (10) years of experience.

• Highly Advantageous-ten (10) or more years of experience.

4. Geographic Information System experience and knowledge:

• Unacceptable-Less than one (1) year of experience.

• Non-Advantageous–one (1) to four (4) years of experience.

• Advantageous-More than four (4) but less than seven (7) seven years of experience.

• Highly advantageous- seven (7) or more years of experience.

5. Conducted Residential and Commercial/Industrial Revaluations:

• Unacceptable-Conducted one (1) or fewer revaluations of any types of properties.

• Non-Advantageous-Conducted one (1) or fewer revaluations of residential properties and zero (0) commercial/industrial revaluations.

• Advantageous-Conducted two (2) to three (3) residential revaluations and at least one (1) complete commercial/industrial revaluation.

• Highly advantageous-Conducted four (4) or more residential revaluations and two (2) or more commercial/industrial revaluations

6. Prepared cases for and represented a municipality before the Appellate Tax Board:

• Unacceptable-Has no experience preparing for and representing Massachusetts municipalities at Appellate Tax Board hearings.

• Non-advantageous-Prepared for and represented municipalities in three (3) or fewer

Appellate Tax Board hearings or fewer than three (3) Appellate Tax Board hearings concerning commercial or industrial properties.

• Advantageous-Prepared for and represented municipalities in at least four (4) to less than ten (10) Appellate Tax Board hearings with at least three (3) cases being commercial or industrial properties.

• Highly Advantageous-Prepared for and represented municipalities in ten (10) or more

Appellate Tax Board hearings with at least five (5) cases being commercial or industrial properties.

B. For all evaluation criteria listed above, the Proposer shall provide for verification purposes a list of all projects/contracts that are provided to demonstrate compliance with the defined criteria. Each project/contract listed shall include the name of the entity, a contact name, a phone number, and/or email address for each contact. Failure to provide a list of contacts shall result in the scoring of the relevant criteria as “Unacceptable.”

#END#

EXHIBIT A: PRICE PROPOSAL

Price Page 1 of 3

PRICE FORM

REQUEST FOR PROPOSALS FOR PROPERTY TAX ASSESSMENT SERVICES

Item

No.

Description of Item Item Proposed Price in Words Item Proposed Price in Figures

1. Fiscal Year 2027-

November 1, 2026 through June 30, 2027

2. Fiscal Year 2028-

July 1, 2027 through June

30, 2028

3. Fiscal Year 2029-

July 1, 2028- June 30,

4. Total of Items 1, 2, & 3

Date: ___________________

Signature of Authorized Person: ______________

Price Page 2 of 3

The undersigned certifies under penalties of perjury that this bid is in all respects bona fide, fair and made without collusion or fraud with any other person. The term “person” shall mean any natural person, joint venture, partnership, corporation or other business or legal entity.

DATE:

COMPANY:

ADDRESS:

TELEPHONE: FAX#

EMAIL:

(Name & Title of Authorized Person)

(signature)

Price Page 3 of 3

Tax Compliance Certification

Pursuant to M.G.L. c. 62C, §49A, I hereby certify under the penalties of perjury that, to the best of my knowledge and belief, I am in compliance with all laws of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

Social Security or Federal I.D. Number

Signature of person submitting bid or proposal

Date

Please Print:

Corporate Name

Address

PO Box

City, State, Zip Code

*Your Social Security Number or Federal Identification Number will be furnished to the

Massachusetts Department of Revenue to determine whether you have met tax filing or tax payment obligations. Proposers who fail to correct their non-filling or delinquency will not have a contract or other agreement issued, renewed, or executed. This request is made under the authority of M.G.L. Ch 62C, 48A.

EXHIBIT B: FORM OF CONTRACT

CONTRACT FOR SERVICES

TOWN: The Town of Blackstone

TOWN’S REPRESENTATIVE:

VENDOR:

PROJECT:

SITE:

DATE:

BUDGET:

The Town hereby accepts the Vendor’s proposal to perform services (“Services”) in connection with the Project in accordance with and subject to: (i) the Terms and Conditions attached hereto as Exhibit

A; (ii) Scope of Service attached hereto as Exhibit B; and (iii) the salary or hourly rate attached hereto as

Exhibit C. Collectively, these documents constitute this Agreement.

COMMENCEMENT OF WORK (check applicable box):

[ ] This Agreement constitutes a notice to proceed with services.

[ ] Services shall not be performed under this Agreement until the Town so advises the Vendor in writing.

MINIMUM

INSURANCE: INSURANCE LIMITS

General Liability (Bodily Injury & Property Damage): $1,000,000.00

General Liability – Aggregate: $2,000,000.00

Worker’s Compensation: $ (as required by law)

Builder’s Risk Property Coverage: N/A

Property Coverage (Materials in Transit) N/A

Automobile Liability: $1,000,000.00

Umbrella Liability: N/A

Umbrella Liability – Aggregate: N/A

Professional Liability (Errors & Omissions): $1,000,000.00

Professional Liability – Aggregate: $2,000,000.00

COMPLETION DATE:

PERSONNEL AND SUBCONTRACTORS:

Vendor’s Team: Subcontractors:

List of Attached Exhibits (check applicable boxes):

Exhibit A B C

Attached [ ] [ ] [ ]

Not Attached [ ] [ ] [ ]

TOWN: VENDOR:

By: ________________________________ By: ______________________________

Title: _______________________________ Title: _____________________________

Date Signed: _________________________ Date Signed: ________________________

Approved as to availability of funds:

By:

Title:

Exhibit A

TERMS AND CONDITIONS

1. PERFORMANCE OF SERVICES

All Services of the Vendor shall be performed by qualified personnel. The Vendor’s Project team shall consist of those persons identified on page 2 of this Agreement and the Subcontractors identified on page 2 of this Agreement. The employment by the Vendor of additional Subcontractors for any of the

Services shall be subject to the prior written approval of the Town. No member of the Project team shall be replaced without the consent of the Town. The Town shall have the right to require the Vendor to remove any personnel from the Project for reasonable cause. The Vendor shall perform its Services in accordance with the highest professional standards of skill, care, and diligence. Without limiting the foregoing, the Town shall have the right to require the Vendor to cease providing Services immediately upon written notice.

2. TIME

The Vendor shall perform its Services as expeditiously as is consistent with the standards of professional skill and care required hereby. The Vendor shall perform its Services in coordination with the operations of the Town at the Sites specified and with any party engaged by the Town in connection with the Project. It shall be the obligation of the Vendor to request any information necessary to be provided by the Town for the performance of the Vendor’s Services. Time is of the essence of this

Agreement.

3. REIMBURSABLE EXPENSES

If out-of-pocket expenses are not included in the Vendor’s fee, the Town shall compensate the

Vendor for reimbursable expenses actually incurred; provided, however, that reimbursable expenses shall only be eligible for reimbursement if they have been submitted in advance and approved in writing by the

Town. The Vendor agrees to use reasonable efforts to minimize expenses which are reimbursable by the

Town.

4. VENDOR’S COMPENSATION

a. Lump Sum. If Services are to be provided on a Lump Sum basis, the total amount of compensation due to the Vendor in consideration of the full performance of Services by the Vendor is the amount set forth on page one of this Agreement. The Town shall pay the Vendor as Services are performed by the Vendor based upon the portion of Services completed.

b. Upset Limit. If Services are to be provided subject to an Upset Limit, the total amount of compensation due to the Vendor in consideration of the full performance of Services by the Vendor shall in no event exceed the amount set forth on page one of this Agreement. Unless otherwise agreed, payments shall be made to the Vendor on a Time Card/Unit Price basis as provided in paragraph c. below, subject to the Upset Limit.

c. Time Card/Unit Price. If Services are to be provided on a Time Card/Unit Price basis, payments shall be made to the Vendor for Services performed based upon the salary or hourly rate or unit price schedule included in the Proposal or attached as Exhibit C. If the agreed rate schedule is not included in the Proposal or attached as Exhibit C, the Vendor shall submit to the Town, before proceeding with Services, a rate schedule listing the maximum rates to be charged for the various employees or categories of employees performing Services or categories or services.

Compensation for services performed by authorized Subcontractors shall be on the basis of the actual costs to the Vendor unless otherwise specified herein or in the Proposal. The Vendor shall use his best efforts to complete the performance of his Services within the Estimated Amount set forth on the first page of this Agreement. The Vendor shall advise the Town at such time as the

Estimated Amount has been reached. The Town shall not be obligated to pay for any amount in excess of the Estimated Amount, unless the Town gives the Vendor a written notice authorizing the further performance of Services and the incurring of additional costs for such Services.

d. No Compensation for Certain Services. Neither the Vendor nor any of its Subcontractors shall be compensated for any services involved in preparing changes that are required for additional work that should have been anticipated by the Vendor in the preparation of construction documents or other work products, as reasonably determined by the executive head of the Town, nor for any services made necessary by the fault or negligence of the Vendor or its Subcontractors.

e. Subject to Appropriation. The obligations of the Town hereunder shall be subject to appropriation on a fiscal year basis. In the absence of appropriation, this agreement shall be terminated immediately without liability of the Town for damages, lost profits, penalties, or other charges arising from early termination.

5. PAYMENT

The Vendor shall submit, not more often than monthly, statements for fees for Services rendered and reimbursable expenses (stated separately) incurred. The Vendor’s statements shall include a description of the Services performed for the period in question with a progress report, and shall be in such form and detail and with such supporting data as the Town may reasonably require to show the computational basis for all charges (including reimbursable expenses), including a statement explaining any substantial deviation from the Vendor’s anticipated work schedule, staffing plan and costs. Payment shall be due within thirty (30) days after the Town receives a proper statement. In no event shall the Town be liable for interest, penalties, expenses or attorney’s fees. No payment made hereunder shall constitute or be construed as final acceptance or approval of that part of the Services to which such payment relates or relieve the Vendor of any of its obligations hereunder with respect thereto.

6. VENDOR’S ACCOUNTING RECORDS

The Vendor shall keep records pertaining to Services performed (including complete and detailed time records) and reimbursable expenses incurred, employing sound bookkeeping practices and in accordance with generally accepted accounting principles. All records pertaining to Services performed on a time card or unit price basis and reimbursable expenses shall be available to the Town or its authorized representatives for review and audit during normal business hours.

7. REPORTS, DRAWINGS, ETC.

All reports, drawings, plans and other data and material, including computer programs and other material in electronic media (collectively, “Materials”) furnished to the Town shall become the Town’s property and may be used by the Town (or such parties as the Town may designate) thereafter in such manner and for such purposes as the Town (or such parties as the Town may designate) may deem advisable, without further employment of or additional compensation to the Vendor. The Vendor shall not release or disclose to any third party any Materials produced for the Town without obtaining the

Town’s prior written consent. At no time shall the Vendor release or disclose to any third party any

Materials furnished to the Vendor by the Town in connection with the performance of the Vendor’s

Services. Upon the expiration or termination of this Agreement for any reason, all Materials and other work product that have been accumulated, developed or prepared by the Vendor (whether completed or in process) shall become property of the Town and the Vendor shall immediately deliver or otherwise make available such Materials to the Town.

8. INSURANCE

The Vendor shall obtain and maintain the following insurance in amounts not less than the

Minimum Insurance Limits set forth on page one of this Agreement during all times that the Vendor is performing Services and for at least one year after termination of this Agreement in the case of

Commercial General Liability, Worker’s Compensation and Employer’s Liability insurance, and for at least the applicable period of limitations on actions provided by law in the case of Professional Liability insurance:

a. Commercial General Liability insurance covering claims for injury to persons and damage to property. Such insurance shall include contractual liability.

b. Professional Liability insurance for protection from claims arising out of the performance of professional services, including contractual coverage.

c. Worker’s Compensation Liability insurance in amounts not less than those required by law and

Employer’s Liability insurance.

d. Automobile Liability insurance applicable for any contractor who has an automobile operating exposure for protection against bodily injury and property damage.

e. Intentionally Omitted.

Certificates of insurance evidencing the coverage required hereunder and copies of the policies, together with evidence that all premiums for such insurance have been paid, shall be filed with the Town prior to the commencement of the Services to be rendered by the Vendor hereunder. All such policies and certificates shall be written through companies and in forms acceptable to the Town’s lender or lenders, if any. In the event that any policy is cancelled or amended, the Vendor shall immediately provide notice to the Town and take all steps necessary to reinstate such policy to conform to the requirements of this

Agreement. The insurance provided under clauses a and d, above, shall name the Town and such other parties as the Town shall require as “Additional Insured” parties. Insufficient insurance shall not release the Vendor from any liability for breach of its obligations under this Agreement.

At the request of the Town, a Subcontractor employed by the Vendor shall obtain and maintain a professional liability insurance policy covering negligent errors, omissions and acts of such Subcontractor or of any person or business entity for whose performance the Subcontractor is legally liable arising out of the performance of the contract for Subcontractor services. The Subcontractor shall furnish a certificate or certificates of such insurance coverage to the Town prior to the employment of such Subcontractor by the Vendor. A liability insurance policy maintained under this paragraph shall provide for coverage of such type and duration and in such amount as the Town shall require.

9. INDEMNIFICATION

To the maximum extent permitted by law, the Vendor agrees to indemnify, defend with counsel acceptable to the Town and save harmless the Town from all suits, actions, claims, demands, damages, losses, expenses and costs, including attorneys’ fees, of every kind and description which the Town may incur or suffer resulting from, in connection with, or arising out of any act, error or omission of, or breach of contractual duties to the Town by, the Vendor, its agents, servants, employees or Subcontractors. The extent of the foregoing indemnification and hold harmless provisions shall not be limited by any provision of insurance required by this Agreement and shall survive the termination of this Agreement.

10. COMPLIANCE WITH LAW

It is the responsibility of the Vendor that the Project be conducted, and that all Services and other work performed by the Vendor hereunder be performed so as to comply with all applicable federal, state and municipal laws, regulations, codes, ordinances and orders, and any permit conditions as to which the

Vendor has knowledge, as the same may be in effect as of the time of the performance of such work. In particular, without limitation, the Vendor agrees to comply with (a) all regulations pertaining to approvals for federal and state grants, and with all federal and state environmental laws and regulations, and assist in making any submissions with respect thereto and (b) all applicable requirements of the Massachusetts public construction and procurement laws, which are incorporated by reference herein.

11. TERMINATION OF AGREEMENT

The Town may terminate this Agreement as follows:

a. For its convenience, without cause, and/or for any reason, on ten days’ prior written notice; or

b. Immediately, by written notice to the Vendor, if the Vendor violates any of the provisions of this Agreement, or fails to perform or observe any of the terms, covenants or conditions of this

Agreement, or abandons in whole or in part its Services, or becomes unable to perform its Services, hereunder. For purposes of this Paragraph 11, it is acknowledged that the Vendor’s Services under this Agreement are personal services and may not be assumed by or assigned by a trustee in bankruptcy.

In the event of termination, the Vendor shall promptly deliver to the Town all Materials, including all documents, work papers, studies, calculations, computer programs, data, drawings, plans, specifications and other tangible work product or materials pertaining to the Services performed under this Agreement to the time of termination, and thereupon the Town shall pay to the Vendor any unpaid and undisputed balance owing for Services rendered prior to the date of termination. Any termination of this Agreement shall not affect or impair the right of the Town to recover damages occasioned by any default of the Vendor or to set off such damages against amounts otherwise owed to the Vendor.

12. MISCELLANEOUS PROVISIONS

a. Successors and Assigns. Subject to the provisions of Subparagraph (b) below, the Town and the Vendor each binds itself, its partners, successors, assigns, and legal representatives to the other party.

b. Assignment by Vendor. The Vendor shall not assign, sublet or transfer any of its obligations, responsibilities, rights or interests (including, without limitation, its right to receive any moneys due hereunder) under this Agreement without the written consent of the Town. Any assignment, subletting, or transfer by the Vendor in violation of this Paragraph 12(b) shall be void and without force or effect.

c. Entire Agreement. This Agreement represents the entire and integrated agreement between the Town and the Vendor with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Town and the Vendor.

d. Confidentiality. The Vendor shall not, without the Town’s prior written consent, release or disclose any information relating to the Project to anyone except as necessary to perform its duties hereunder.

e. Intentionally Omitted.

f. Additional Services. If the Town requests the Vendor to perform additional services beyond the scope of Services hereunder, the Vendor shall perform such additional services only upon obtaining written authorization from the Town including written agreement as to the method and amount of compensation for such additional services.

g. Disputes. All claims, disputes and other matters in question between the Town and the

Vendor arising out of or relating to this Agreement or the breach thereof shall be submitted for resolution to a court of competent jurisdiction in Worcester County, Massachusetts, unless otherwise agreed by the parties. No such action shall be brought, however, until the completion of all Services under this Agreement or the earlier termination thereof as provided in Paragraph 11 above, the parties agreeing to negotiate in good faith any claims, disputes or other matters in question during the term of this Agreement before resorting to litigation.

h. Limited Liability. No officer, director, member, employee, or other principal, agent or representative (whether disclosed or undisclosed) of the Town, nor any participant with the Town, shall be personally liable to the Vendor hereunder, for the Town’s payment obligations or otherwise, the Vendor hereby agreeing to look solely to the assets of the Town for the satisfaction of any liability of the Town hereunder. In no event shall the Town ever be liable to the Vendor for indirect, incidental or consequential damages.

i. Governing Law. This Agreement shall be governed by the law of the Commonwealth of

Massachusetts.

j. No Waiver. The Town’s review, approval, acceptance or payment for Services under this

Agreement shall not operate as a waiver of any rights under this Agreement and the Vendor shall be and remain liable to the Town for all damages incurred by the Town as the result of the vendor’s failure to perform in conformance with the terms and conditions of this Agreement. The rights and remedies of the Town provided for under this Agreement are in addition to any other rights or remedies provided by law. The Town may assert a right to recover damages by any appropriate means, including but not limited to set-off, suit, withholding, recoupment, or counter-claim either during or after performance of this Agreement.

k. Interpretation. If any provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be deemed affected thereby. Paragraph headings are included herein for reference purposes only and in no way define, limit or describe the scope or intent of any of the provisions of this Agreement.

13. EQUAL EMPLOYMENT OPPORTUNITY

a. In connection with the performance of work under this Agreement, the Vendor shall not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, age, sex or handicap. The Vendor shall post in conspicuous places, available for employees and applicants for employment, notices to be provided by the

Massachusetts Commission Against Discrimination (the “Commission”), setting forth the provisions of the Fair Employment Practices Law of the Commonwealth.

b. In connection with the performance of work under this Agreement, the Vendor shall not discriminate in its relationships with Subcontractors or suppliers on the basis of race, color, religion, creed, national origin, ancestry, age, sex or handicap.

c. The Vendor shall comply with all applicable laws and regulations pertaining to non-discrimination, equal opportunity and affirmative action, including without limitation executive orders and rules and regulations of federal and state agencies of competent jurisdiction.

14. CERTIFICATIONS BY VENDOR

By execution of this Agreement, the Vendor certifies:

a. The Vendor has not given, offered or agreed to give any person, corporation or other entity any gift, contribution or offer of employment as an inducement for, or in connection with, the award of this Agreement.

b. No Vendor to or subcontractor for the Vendor has given, offered or agreed to give any gift, contribution or offer of employment to the Vendor or to any other person, corporation, or entity as an inducement for, or in connection with, the award to the Vendor or subcontractor of a contract by the Vendor.

c. No person, corporation or other entity, other than a bona fide full time employee of the Vendor, has been retained or hired by the Vendor to solicit for or in any way assist the Vendor in obtaining this Agreement upon an agreement or understanding that such person, corporation or other entity be paid a fee or other consideration contingent upon the award of this Agreement to the Vendor.

d. Intentionally Omitted.

15. TAXES

a. By execution of this Agreement the vendor, pursuant to Section 49A of Chapter 62C of the

Massachusetts General Laws, certifies under the penalties of perjury that it has, to the best knowledge and belief of the person(s) who signed this Agreement on the vendor’s behalf, filed all state tax returns and paid all state taxes required under law.

b. The Town is exempt from payment of certain Sales and Use taxes applicable in the

Commonwealth of Massachusetts. At the Vendor’s request, Tax Exemption Certificates will be furnished by the Town to the Vendor with respect to such tax exempt articles as may be required under this Agreement. The Vendor shall not pay, and the Town shall not reimburse or pay the

Vendor or any other party either directly or indirectly for any tax for which an exemption is provided under law.

16. CONFLICT OF INTEREST

The Vendor acknowledges that the Town is a municipality for the purposes of Chapter 268A of the Massachusetts General Laws (the Massachusetts conflict of interest statute), and the Vendor agrees, as circumstances require, to take actions and to forbear from taking actions so as to be in compliance at all times with obligations of the Vendor based on said statute.

Exhibit B

SCOPE OF SERVICES

Exhibit C

PRICING SCHEDULE