RFP Holliston HR Services.pdf

TOWN OF HOLLISTON

703 Washington Street 508-429-0608 Holliston, MA 01746 September 18, 2026

REQUEST FOR PROPOSALS (RFP)

HUMAN RESOURCES CONSULTING SERVICES AND TECHNICAL ASSISTANCE

OVERVIEW

The Town of Holliston is seeking proposals from qualified firms, consultants, or organizations to provide professional human resources consulting and interim HR services to support the Town's municipal government operations.

The Town's primary objective is to obtain practical, hands-on HR capacity while also strengthening the Town's overall human resources systems, practices, policies, and organizational structure. The selected consultant should be capable of assisting the Town with immediate HR needs while identifying opportunities to improve consistency, efficiency, compliance, employee service, and organizational effectiveness.

SCHEDULE & TIMELINE

This Request for Proposals (RFP) is being issued through the Select Board’s Office, Room 103, 703 Washington Street, Holliston, MA 01746 on Friday, September 18, 2026. This RFP will also be available on the Town’s website at https://www.townofholliston.us/town-links/pages/procurement-legal-notices. Updates, amendments, or answers to questions to the RFP will be posted to the website, and proposers should check the website prior to submitting proposals.

Inquiries involving procedural or technical matters, and/or questions related to the Request for Proposals shall be submitted in writing to the Select Board’s Office and received no later than three (3) business days prior to the time the proposals are due.

Proposals will be received until Noon (EST) on Monday, October 5, 2026.

Projected/Desired Timeline:

● Interviews (if necessary) with selected proposers may be scheduled the week of October 12, 2026 (via Zoom)

● Contract award is anticipated on or before Monday, October 19, 2026.

● Engagement is expected to begin as soon as possible thereafter.

● Length of engagement will depend upon the Town’s timeline for filling the vacancy on a long-term basis, which will be informed by recommendations made by the vendor

Contact Information: James Keast, Deputy Procurement Officer (Facilities Director) keastj@holliston.k12.ma.us

SCOPE OF WORK

The Town is seeking a qualified HR professional or team capable of functioning as an experienced, responsive extension of the Town's administrative team during the engagement. The successful proposer will provide both ongoing day-to-day HR technical assistance and higher-level professional guidance to Town leadership and departmental staff. These interim services are expected to include, but may not be limited to:

● Human resources administration and operations;

● Employee and labor relations;

● Development of personnel policies, procedures, and practices;

● Leave and accommodation administration;

● Recruitment, selection, hiring, and onboarding;

● Personnel records and HR information management;

● Classification and compensation matters;

● Collective bargaining agreement administration and updates;

● Employee relations matters and management coaching;

● Performance management and disciplinary processes;

● Support for supervisors and department heads on HR matters;

● Training and development;

● Compliance with applicable federal and Massachusetts employment laws and regulations;

● Development, revision, and implementation of HR policies, procedures, forms, and practices;

● Support to the Town Manager and other designated municipal officials on personnel matters; and

● Other HR-related technical assistance reasonably requested by the Town

The Town also may also request the selected individual or firm to provide an assessment of its existing HR function, including the allocation of HR responsibilities among the Human Resources department, Town Manager/Assistant Town Manager’s offices, finance departments, and other applicable municipal departments. The assessment should identify opportunities to clarify responsibilities, improve processes, eliminate duplication, address gaps, and establish a sustainable HR service model.

The Town anticipates that the selected consultant will provide services on an as-needed, hourly basis, with the ability to increase or decrease the level of support depending upon the Town's needs. The Town anticipates that some services may be performed remotely, while regular in-person availability is strongly preferred, particularly during the initial transition and for matters involving employee relations, management consultation, training, or other matters where in-person interaction is beneficial.

PROPOSAL SUBMISSION REQUIREMENTS

Failure to submit documents requested may result in the Town’s determination that a proposal is non-responsive unless the Town deems such a failure to be a minor informality. There are two components to the Proposal:

A) Technical Proposal, including information about the proposer, references, and the services to be provided; and B) Sealed Price Proposal, including a staff level hourly rate for services to be rendered under the terms of the contract.

A) TECHNICAL PROPOSAL

The following documentation must be contained in the Technical Proposal to prove responsiveness to each required element. Technical Proposals received without the required documentation for each required element may be deemed unresponsive. Technical Proposals must be arranged in the order specified below, with responses and documentation separated by tabs or index dividers. Each page of the Technical Proposal must contain a footer with the page number.

Required Elements of the Technical Proposal are as follows:

● Table of Contents, showing where required information may be found by section and page.

● Letter of Interest, including the firm’s history and the name of the principal or “lead consultant” who will be assigned to work directly with the Town on this engagement.

● An Organizational Chart, if the Proposer is a firm or corporation, indicating the name and position of all consultants who will work with the Town on this search. If the Proposer is not a firm or corporation, the Proposer should so state in this section.

● Current Resume(s), including summaries of credentials and number of years of experience providing executive municipal search services for the lead consultant assigned to Holliston and any additional consultants who will be assigned to work with the Town on this search.

● Description of the Proposers Approach and Plan for performing services outlined in the Scope of Work (see above)

● List of recent contracts, including name, address and telephone numbers of all communities for which the firm has provided similar interim and/or human resources assessment services during the past five (5) years and specific persons to contact:

- References, for a minimum of three (3) comparable projects completed in the past five (5) years;

- Signed Certificate of Non-Collusion (Included as Attachment B in the RFP);

- Signed Certificate of Payment of Taxes (Included as Attachment C in the RFP);

B) PRICE PROPOSAL

● The Price Proposal form, included as Attachment A must be completed and included as the proposer’s price.

● The Price Proposal shall be submitted without conditions or exceptions.

● Price Proposals shall remain in effect for a period of 60 (sixty) calendar days from the date of proposals submitted or until it is formally withdrawn, a contract is executed, or this Request for Proposals is canceled, whichever occurs first.

● Price proposals submitted without the required form or including other conditions of pricing may be deemed unresponsive.

● Price proposals must be submitted in a separate sealed envelope.

PROPOSAL SUBMITTAL

Technical and Price Proposals shall be submitted electronically to keastj@holliston.k12.ma.us with the email title:

“Holliston Human Resources Services 2026”. Three (3) hard copies and One (1) Priced Proposals may be submitted by the deadline at 703 Washington Street, Holliston, MA, 01746 Room 105. If electronically submitted, applicants must complete and combine each Proposal separately in single, unrestricted PDF formatted files.

Applicants must fill in all required fields and signatures either digitally or manually (print, fill-in, and scan to PDF). If physically submitted, the price and non-price proposals must be in separately sealed envelopes.

Any amendment to the RFP shall be issued through written addenda and posted to the Town’s website accompanied by email notification to every individual or firm on record as having received the RFP documents.

Hard copies of addenda will not be mailed or faxed. It shall be the sole responsibility of the Applicant to ascertain the existence of any and all addenda. Failure of any Applicant to receive any addendum shall not relieve such Applicant from any obligation imposed by such addendum.

Timely submission of Proposals shall be the full responsibility of each Applicant. It is also the Applicant’s responsibility to ensure that their Proposals are 100% true, complete, and accurate.

It is the proposer’s sole responsibility to submit the proposal before the deadline.

EXAMINATION OF DOCUMENTS

Each Proposer shall be satisfied as to the requirements of the contemplated services to enable the intelligent preparation of this proposal. The Proposer shall be familiar with all submittal and RFP requirements before submitting the proposal in order that no misunderstanding shall exist in regard to the nature and character of the contemplated services to be performed. No allowance will be made for any claim that the proposal is based on incomplete information as to the nature and character of the area or contemplated service.

EVALUATION OF PROPOSALS

Technical Proposals will be evaluated by the procurement team and/or its designees who will individually rate the proposals. Evaluation of Technical Proposals will be based on weighted, comparative criteria described in this section. The following scale will be used to evaluate each criterion, as well as to determine a composite rating for each proposal:

Highly Advantageous (3 points) Advantageous (2 points)

Not Advantageous (1 point) Unacceptable (0 points)

Evaluation Criteria

1. Firm & Consultant Experience (Municipal HR) Evaluates the firm's and the assigned consultants' direct experience working within municipal government frameworks, civil service (if applicable), and public sector labor relations.

Highly Advantageous

The firm has 10+ years of demonstrated experience providing HR consulting and interim management specifically to municipal governments.

The primary consultant assigned to the Town has served as a Municipal HR Director or senior HR leader for a public entity within the last 3 years.

Demonstrates extensive, proven experience in municipal classification/compensation, public sector labor unions, and municipal civil service laws.

Advantageous

The firm has 5–9 years of experience providing HR services to municipal or public sector organizations.

The primary consultant has solid public sector HR management experience, but may not have served directly as a Municipal HR Director.

Demonstrates general familiarity with municipal labor relations and public sector compliance.

Not Advantageous

The firm has less than 5 years of experience, or its experience is primarily rooted in the private or non-profit sector with limited municipal exposure.

The assigned staff have minimal experience dealing with municipal unions or public sector budgeting/governance.

Unacceptable

The firm or assigned personnel have no prior experience with municipal government or public sector HR operations.

2. Technical Approach and Methodology Evaluates the firm's plan to balance immediate, hands-on interim operational capacity with long-term systemic upgrades (policies, structure, and compliance).

Highly Advantageous

The proposal provides a comprehensive, clear, and highly practical work plan that details exactly how they will handle immediate daily HR operations while concurrently auditing and updating Town policies.

Includes specific, innovative methodologies for identifying systemic gaps, improving workflow efficiencies, and transitioning knowledge back to the Town.

The proposal includes a logical work plan addressing both interim operational support and systemic improvements.

The approach is realistic and meets all basic requirements of the scope, though it relies on standard, boilerplate templates rather than a highly customized Town strategy.

Not Advantageous The proposed approach focuses heavily on either interim staffing or consulting/auditing, failing to adequately integrate both needs.

The methodology lacks clear timelines or details on how efficiency and compliance goals will be achieved.

Unacceptable

The proposal fails to provide a clear methodology or work plan, or shows a fundamental misunderstanding of the Town's dual need for hands-on capacity and systemic improvements.

3. Capacity, Staffing, and Availability Evaluates the firm's ability to immediately deploy qualified personnel to handle day-to-day HR duties and their backup resources.

Highly Advantageous

The firm guarantees immediate deployment of a primary consultant within 7 business days of contract award.

Provides a robust, dedicated project team with a clearly identified backup consultant of equal caliber to ensure zero disruption in service due to illness or turnover.

The firm can deploy a primary consultant within 14 business days of contract award.

Provides a backup plan for coverage, though the backup staff may have less experience than the primary consultant.

The firm requires more than 14 business days to deploy staff or cannot guarantee a fixed schedule.

No clear backup or transition plan is provided in the event that the primary consultant becomes unavailable.

Unacceptable

The firm cannot guarantee immediate or consistent availability, or lacks the internal staffing depth to fulfill the contract reliably.

4. References & Proven Track Record Evaluates the quality of past performance based on feedback from comparable clients.

Highly Advantageous

All provided references (minimum of 3) are from comparable municipal governments for whom the firm successfully provided both interim HR management and system/policy updates within the last 5 years.

References universally report exceptional satisfaction with responsiveness, communication, and lasting organizational impact.

References are from municipal or public sector entities, but the scope of work was limited to either interim staffing or policy updates, rather than both combined.

References report satisfactory or good performance.

References are primarily from private sector clients or are older than 5 years.

References report mixed reviews regarding responsiveness or project timelines.

Unacceptable

The firm fails to provide references, or references report poor performance, missed deadlines, or failure to deliver required services.

CONTRACT AWARD

The contract will be awarded to that Proposer deemed by the Town Manager and/or its designees to have submitted the most advantageous proposal taking into consideration all of the Technical Proposal criteria and Proposers interviews (if conducted) in addition to the Price Proposals. The selected Proposer shall sign the contract presented by the Town, which shall be substantially in the form of Attachment D to this RFP. In accordance with the provisions of M.G.L. c.30B, sections 5 and 9, the Town of Holliston reserves the right to waive any informalities in any or all proposals, or to reject any or all proposals, if it be in the public’s best interest to do so.

TERM OF CONTRACT

The contract is expected shortly after it has been awarded. The length of engagement will depend upon the Town’s timeline for filling the vacancy on a long-term basis, which will be informed by recommendations made by the vendor

ATTACHMENT A | PRICE PROPOSAL

The price proposal must be submitted without “conditions or exceptions”.

The price proposal set forth in this proposal shall constitute full and complete compensation for the services to be provided by the Consultant’s Firm. There shall be no reimbursement for out-of-pocket expenses or other expenses incurred by the Consultant in connection with the performance of the services without the approval of the Select Board. Any exceptions may result in the rejection of the proposal.

Price Proposal for the Town of Holliston Human Resources Consulting:

$_________________________________ Hourly Rate $_________________________________ Hourly Rate, in words

Name/Signature:______________________________________________________________ Title:________________________________________________________________________

Company:___________________________________________________________________

Tel:______________________________________Fax:_______________________________

Email:______________________________________________________________________ Address:____________________________________________________________________

Date:________________________________________________________________________

ATTACHMENT B | NON-COLLUSION

CERTIFICATE OF NON-COLLUSION

The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club or other organization, entity, or group of individuals.

Firm Signature

Address Name

Title

Telephone Date

Email

ATTACHMENT C | TAX COMPLIANCE

TOWN OF HOLLISTON

STATE TAXES CERTIFICATION CLAUSE

Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A, the signatory for

(Printed name of person submitting proposal) certifies under the pains and penalties of perjury that said person has complied with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting of child support.

BY:

*Signature of individual or Corporate Name (Mandatory)

Corporate Officer (Mandatory, if applicable)

**Social Security # or Federal Identification #

* Approval of a contract or other agreement will not be granted unless this certification clause is signed by the applicant.

** Your Social Security Number may be furnished to the Massachusetts Department of Revenue to determine whether you have met tax filing or tax payment obligations. Providers who fail to correct their non-filing or delinquency will not have a contract or other agreement issued, renewed, or extended. This request is made under the authority of Mass. G.L. 62C s. 49.A

ATTACHMENT C | SAMPLE CONTRACT

Town of Holliston

DATE:

This Contract is entered into on, or as of, this date by and between the Town of Holliston, 703 Washington Street, Holliston, MA 01746 (the “Town”), and

[“Contractor”]

[Contact Name for Responsible Person]

[Address of the Contractor]

[Telephone Number] [email address]

1. This is a Contract for the procurement of the following:

(Describe services or attach scope of services)

2. The Contract price to be paid to the Contractor by the Town is:

[insert price]

3. Payment will be made as follows:

3.1 If any portion of the contract price is to be paid by a private citizen(s) no work shall be performed until a sum has been deposited with the Town Treasurer, upon an estimate made by the board, committee or officer having charge of the work, sufficient to cover the payment for the portion of the said work chargeable to the private citizen(s).

3.2 Fees and Reimbursable Costs combined shall not exceed $______as more fully set forth in the

Contractor Documents.

3.3 There shall be no further costs, fees or reimbursable charges due the Contractor under this

Contract unless said fees and/or costs are so set forth in writing. The Town will not pay any surcharge or premium on top of the direct out of pocket expenses, if any.

3.4 Final payment including any unpaid balance of the Contractor’s compensation shall be due and payable when the project is completed, and the related services are complete.

4. Definitions:

4.1 Contract Documents: All documents relative to the Contract including (where used) Request for Proposals and all attachments thereto, Instructions to Bidders, Proposal Form, Specifications.

The Contract Documents are complementary, and what is called for by any one shall be as binding as if called for by all.

4.2 Date of Substantial Performance: The date when the work is sufficiently complete and the services are performed, in accordance with Contract Documents, as modified by approved Amendments and Change Orders.

4.3 Work:The services or materials contracted for, or both.

5. Term of Contract and Time for Performance:

This Contract shall be fully performed by the Contractor in accordance with the provisions of the Contract Documents on or before _____________________, unless extended, in writing, at the sole discretion of the Town, and not subject to assent by the Contractor. Time is of the essence for the completion of the Contract.

6. Subject to Appropriation:

Notwithstanding anything in the Contract Documents to the contrary, any and all payments which the Town is required to make under this Contract shall be subject to appropriation or other availability of funds as certified by the Town Accountant. In the absence of appropriation or availability as certified herein, this Contract shall be immediately terminated without liability for damages, penalties or other charges to the Town.

7. Permits and Approvals:

Permits, Licenses, Approvals and all other legal or administrative prerequisites to its performance of the Contract shall be secured and paid for by the Contractor prior to commencement of the Services, and shall be maintained throughout the duration of the Contract.

8. Termination and Default:

8.1Without Cause. The Town may terminate this Contract on seven (7) calendar days’ notice when in the Town’s sole discretion it determines it is in the best interests of the Town to do so, by providing notice to the Contractor, which shall be in writing and shall be deemed delivered and received when given in person to the Contractor, or when received by fax, express mail, certified mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate method evidencing actual receipt by the Contractor. Upon termination without cause, Contractor will be paid for services rendered to the date of termination.

8.2For Cause. If the Contractor is determined by the Town to be in default of any term or condition of this Contract, the Town may terminate this Contract on seven (7) days’ notice by providing notice to the Contractor, which shall be in writing and shall be deemed delivered and received when given in person to the Contractor, or when received by fax, express mail, certified mail return receipt requested, regular mail postage prepaid or delivered by any other appropriate method evidencing actual receipt by the Contractor.

8.3Default. The following shall constitute events of a default under the Contract:

(1) any material misrepresentation made by the Contractor to the Town; 2) any failure to perform any of its obligations under this Contract including, but not limited to the following:

(i) failure to commence performance of this Contract at the time specified in this Contract due to a reason or circumstance within the Contractor’s reasonable control, (ii) failure to perform this Contract with sufficient personnel and equipment or with sufficient material to ensure the completion of this Contract within the specified time due to a reason or circumstance within the Contractor’s reasonable control, (iii) failure to perform this Contract in a manner reasonably satisfactory to the Town, (iv) failure to promptly re-perform within a reasonable time the services that were rejected by the Town as unsatisfactory, or erroneous, (v) discontinuance of the services for reasons not beyond the Contractor’s reasonable control, (vi) failure to comply with a material term of this Contract, including, but not limited to, the provision of insurance and non-discrimination, (vii) any other acts specifically and expressly stated in this Contract as constituting a basis for termination of this Contact, and (viii) failure to comply with any and all requirements of state law and/or regulations, and Town bylaw and/or regulations.

9. The Contractor’s Breach and the Town’s Remedies:

Failure of the Contractor to comply with any of the terms or conditions of this Contract shall be a material breach of this Contract, and the Town of Holliston shall have all the rights and remedies provided in the Contract Documents, the right to cancel, terminate, or suspend the Contract in whole or in part, the right to maintain any and all actions at law or in equity or other proceedings with respect to a breach of this Contract, including “Damages” including but not limited to costs, attorney’s fees or other damages resulting form said breach (“Damages”) as well as specific performance, and the right to select among the remedies available to it by all of the above.

10. Statutory Compliance:

10.1This Contract will be construed and governed by the provisions of applicable federal, state and local laws and regulations; and wherever any provision of the Contract or Contract Documents shall conflict with any provision or requirement of federal, state or local law or regulation, then the provisions of law and regulation shall control. Where applicable to the Contract, the provisions of the General Laws are incorporated by reference into this Contract.

10.2 The Contractor shall comply with all Federal, State and local laws, rules, regulations, policies and orders applicable to the Services provided pursuant to this Contract.

11. Conflict of Interest:

Both the Town and the Contractor acknowledge the provisions of the State Conflict of Interest Law (General Laws Chapter 268A), and this Contract expressly prohibits any activity which shall constitute a violation of that law. The Contractor shall be deemed to have investigated the application of M.G.L. c. 268A to the performance of this Contract.

12. Certification of Tax Compliance

This Contract must include a certification of tax compliance by the Contractor, as required by General Laws Chapter 62C, Section 49A (Requirement of Tax Compliance by All Contractors Providing Goods, Services, or Real Estate Space to the Commonwealth or Subdivision).

13. Non-Discrimination/Affirmative Action

The Contractor shall carry out the obligations of this Contract in compliance with all requirements imposed by or pursuant to federal, State and local ordinances, statutes, rules and regulations and policies prohibiting discrimination in employment. Contractor shall not discriminate against any qualified employee or applicant for employment because of race, color, national origin, ancestry, age, sex, religion, physical or mental handicap or sexual orientation.

14. Assignment:

The Contractor shall not assign, sublet or otherwise transfer this Contract, in whole or in part, without the prior written consent of the Town, and shall not assign any of the moneys payable under this Contract, except by and with the written consent of the Town.

15. Condition of Enforceability Against the Town:

This Contract is only binding upon, and enforceable against, the Town if: (1) the Contract is signed by a majority of the Select Board; and (2) endorsed with approval by the Town Accountant as to appropriation or availability of funds.

16. Corporate Contractor:

If the Contractor is a corporation and this Contract is being executed by a party other than its president, it shall endorse upon this Contract (or attach hereto) its Clerk’s Certificate certifying the corporate capacity and authority of the party signing this Contract for the corporation. Such certificate shall be accompanied by a letter or other instrument stating that such authority continues in full force and effect as of the date the Contract is executed by the Contractor. This Contract shall not be enforceable against the Town of Holliston unless and until the Contractor complies with this section.

17. Minimum Wage/Prevailing Wage;

The Contractor will carry out the obligations of this Contract in full compliance with all of the requirements imposed by or pursuant to G. L. c. 151, §1, et seq. (Minimum Wage Law) and the wage rates as set forth in G.L. c. 149 §26 to 27D (prevailing Wage).

18. Liability of Public Officials:

To the full extent permitted by law, no official, employee, agent or representative of the Town of Holliston shall be individually or personally liable on any obligation of the Town under this Contract.

19. Indemnification:

The Contractor hereby agrees to indemnify, defend and save harmless the Town, the Town’s officers, agents and employees, from and against any and all damages, liabilities, actions, suits, proceedings, claims, demands, losses, costs, expenses, recoveries and judgments of every nature and description (including attorneys’ fees) that may arise in whole or in part out of or in connection with the work being performed or to be performed, or out of any act or omission by the Contractor, its employees, agents, subcontractors, material men, and anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The Contractor hereby agrees to reimburse the Town for damage to its property caused by the Contractor, its employees, agents, subcontractors or material men, and anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including damages caused by his, its or their use of faulty, defective, or unsuitable material or equipment, unless the damage is caused by the Town’s gross negligence or willful misconduct. The Town agrees to make reasonable effort to notify the Contractor of any duty arising out of this paragraph, but failure to make timely notice will not relieve the Contractor of any duty under this paragraph.

The foregoing provisions shall not be deemed to be released, waived, limited or modified in any respect by reason of any surety or insurance provided by the Contractor under the Contract.

20. Insurance

Failure to provide and continue in force the following insurance during the period of this Contract shall be a material breach of this Contract, shall operate as an immediate termination thereof, and the Contractor hereby agrees to indemnify the Town for all losses, claims, and actions resulting from the failure to provide the insurance required by this Article.

All policies shall identify the Town as an additional insured (except Workers' Compensation and Professional Liability). The Contractor must provide notice to the Town immediately upon cancellation or modification of the policy. All Certificates of Insurance shall be on the “MIIA” or “ACORD” Certificate of Insurance form, shall contain true transcripts from the policies, authenticated by the proper officer of the Insurer, evidencing in particular those insured, the extent of coverage, the location and operations to which the insurance applies, the expiration date and the above-mentioned notice clauses.

The Contractor shall obtain and maintain during the term of this Contract the following insurance coverage from companies licensed to do business in the Commonwealth of Massachusetts and acceptable to the Town.

20.1 Workers Compensation Insurance:

The Contractor shall provide by insurance for the payment of compensation and the furnishing of other benefits under Chapter 152 of the General Laws of Massachusetts (The Worker’s Compensation Act) to all employees of the Contractor who are subject to the provisions of Chapter 152 of the General Laws of Massachusetts.

The Contractor shall furnish to the Town a certificate evidencing such insurance prior to the execution of this Contract before the same shall be binding on the parties thereto, except if specifically waived by the Town.

20.2 Professional Liability Insurance

Liability of $1 million per claim and $3 million aggregate.

20.3 Other Insurance Requirements

a. Comprehensive commercial general liability insurance with limits of at least $1 Million per occurrence and $3 Million annual aggregate for property damage and $1 Million per person and $3 Million per occurrence for bodily injury, which shall include the Town of Holliston as an additional insured, and which shall cover bodily injury, sickness or disease, or death of any person including employees and those persons other than the Contractor’s employees, and claims insured by usual personal liability coverage, death, or property damage arising out of the Work including injury or destruction of tangible property, including loss of use resulting therefrom.

b. Motor vehicle insurance for any motor vehicles used in performing the Work, with limits of at least $500,000 per person, and $1 Million per accident.

c. All policies shall identify the Town as an additional insured. (except Workers' Compensation and Professional Liability) The Contractor must provide notice to the Town immediately upon the cancellation modification of the policy. All Certificates of Insurance shall be on the “MIIA” or “ACORD” Certificate of Insurance form, shall contain true transcripts from the policies, authenticated by the proper officer of the Insurer, evidencing in particular those insured, the extent of coverage, the location and operations to which the insurance applies, the expiration date and the above‐mentioned notice clauses.

d. The Contractor shall obtain and maintain during the term of this Contract the insurance coverage in companies licensed to do business in the Commonwealth of Massachusetts and acceptable to the Town.

21. No Employment

The Contractor acknowledges and agrees that it is acting as an independent Contractor for all services rendered pursuant to this Contract, and neither the Contractor, nor its employees, agents, servants nor any person for whose conduct the Contractor is responsible shall be considered an employee or agent of the Town for any purpose and shall not file any claim or bring any action for any worker’s compensation unemployment benefits and compensation for which they may otherwise be eligible as a Town employee as a result of work performed pursuant to the terms of this Contract.

22. Payment

The Town agrees to make all reasonable efforts to pay to the Contractor the sum set forth in the Contractor’s proposal within thirty (30) days of receipt of an invoice detailing the services provided and acceptance from the Town of said services.

23. Waiver and Amendment

Amendments, or waivers of any additional term, condition, covenant, duty or obligation contained in this Contract may be made only by written amendment executed by all signatories to the original Contract, prior to the effective date of the amendment.

24. Severability

If any term or condition of this Contract or any application thereof shall to any extent be held invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining terms and conditions of this Contract shall not be deemed affected thereby unless one or both parties would be substantially or materially prejudiced.

25. Forum and Choice of Law

This Contract and any performance herein shall be governed by and be construed in accordance with the laws of the Commonwealth of Massachusetts. Any and all proceedings or actions relating to subject matter herein shall be brought and maintained in the courts of the Commonwealth of Massachusetts or the federal district court sitting in the Commonwealth of Massachusetts, which shall have exclusive jurisdiction thereof. This paragraph shall not be construed to limit any other legal rights of the parties.

26. Notices

Any notice permitted or required under the provisions of this Contract to be given or served by either of the parties hereto upon the other party hereto shall be in writing and signed in the name or on the behalf of the party giving or serving the same. Notice shall be deemed to have been received at the time of actual service or three (3) business days after the date of a certified or registered mailing properly addressed. Notice to the Contractor shall be deemed sufficient if sent to the address set forth on page 1 or furnished from time to time in writing hereafter.

27. Binding on Successors:

This Contract is binding upon the parties hereto, their successors, assigns and legal representatives (and where not corporate, the heirs and estate of the Contractor). Neither the Town nor the Contractor shall assign or transfer any interest in the Contract without the written consent of the other.

28. Entire Agreement:

This Contract, including all documents incorporated herein by reference, constitutes the entire integrated agreement between the parties with respect to the matters described. This Contract supersedes all prior agreements, negotiations and representations, either written or oral, and it shall not be modified or amended except by a written document executed by the parties hereto.

IN WITNESS WHEREOF the parties have hereto and to two other identical instruments set forth their hands and executed this as an instrument under seal this the day and year first above written.

The Town of Holliston by: The Contractor by:

Town Manager Date Signature Date

Print Name Print Name & Title

________________________________ Certified as to

Procurement Official Date Appropriation/Availability of Funds:

Print Name Town Accountant Date

Department Head Date

Print Name