REQUEST FOR PROPOSALS

TOWN MANAGER SEARCH CONSULTANT

For the Town of Sandwich, MA

September 14, 2026

Response Due Date: Friday, October 9, 2026 at 4:00 p.m.

TABLE OF CONTENTS

Overview Page 3 Schedule and Timeline Page 4 Scope of Work Page 5 Minimum Requirements and Qualifications Page 6 Proposal Submission Requirements Page 6 Proposal Submittal Page 8 Examination of Documents Page 9 Evaluation of Proposals Page 9 Contract Award Page 13 Term of Contract Page 13

REQUIRED PROCUREMENT FORMS

Attachment A – Certificate of Non-Collusion Page 14 Attachment B – Certificate of Tax Compliance Page 15 Attachment C – Certificate of Corporate Authority Page 16 Attachment D – Price Proposal Page 17 Attachment E – Technical Proposal Rating Sheet Page 18 Attachment F – Form of Contract Page 19

INFORMATIONAL ATTACHMENTS

Attachment 1 – Town of Sandwich Town Charter – March 2026 Page 26 Attachment 2 – Town Manager Job Description Page 44 Attachment 3 – Select Board FY’27 Long Range Plan Page 50

TOWN OF SANDWICH

Select Board 100 Route 6A

Sandwich, MA 02563

REQUEST FOR PROPOSALS

TOWN MANAGER SEARCH CONSULTANT

OVERVIEW

The Town of Sandwich is seeking the services of a search firm or consultant to assist with the recruitment of a new Town Manager as our Town Manager is retiring on June 30, 2027. The Town Manager reports to a 5-member Select Board and is assisted in their work by an Assistant Town Manager and a dedicated, professional, cohesive team of department heads and other municipal employees. The Town is also fortunate to be served by both elected and appointed volunteer boards and committees who take an active role in the governance of the Town. Sandwich, a community of just over 20,000 residents, has an open Town Meeting form of government and very stable municipal operations. The current Town Manager is retiring after more than three decades in the position.

Sandwich is in very sound financial condition, has an AA+ bond rating, and a strong year-round population with the least amount of second homes on Cape Cod. Sandwich has a very well regarded local public school system and is also part of the Upper Cape Tech school district. It has 220 year-round general government employees, which are supplemented by significant seasonal staff in the appropriate departments, and excellent employee relations.

The Town has a unique, cooperative internal culture and has constructed or renovated several significant municipal buildings in the last decade, with one major joint building project left to complete – a new Department of Public Works facility and downtown Fire substation. Like the rest of Cape Cod communities, Sandwich will be facing significant wastewater needs over the next several decades and has been working diligently to address these requirements.

The last override Sandwich received was in 2006 without the need to ask voters since then. Significant excess tax levy capacity exists due to careful financial planning and financially conservative budgeting. Organizational changes and improvements have been made over the last several years, with the Town regularly taking advantage of employee turnover to implement internal improvements. It has also been able to fund select new positions with strong support from the Select Board and Finance Committee.

Sandwich local government is well positioned to provide excellent public services for the foreseeable future.

The following is the Scope of Services for the consultant or executive recruitment service for the recruitment of a Town Manager. The Select Board intends to work cooperatively with the selected consultant to refine the Scope of Services and the final timeline for structuring and scheduling the search process.

SCHEDULE AND TIMELINE

The Request for Proposals (RFP) will be available in the Town Manager’s Office, 100 Route 6A, Sandwich, MA 02563, after 8:30 AM on Monday, September 14, 2026.

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 and received no later than three (3) business days prior to the time the proposals are due as stated in the advertisement, and must be addressed to: Select Board, c/o Office Manager Melissa Carroll, at mcarroll@sandwichmass.org, who will coordinate with the Select Board Chair and Town Counsel and respond as appropriate. All answers will be in writing and the questions and answers will be shared with all parties who have requested a copy of the RFP and provided their contact information.

Proposals will be received until 4:00 p.m. (EST) on Friday, October 9, 2026 as detailed below under PROPOSAL SUBMITTAL.

An anticipated timeline for the search process is as follows. Importantly, the Select Board will work cooperatively with the selected consultant to determine the final schedule that will be followed for the search process and ultimate selection but the Select Board will retain final authority over determining the timeframe in light of municipal needs.

• Interviews with selected proposers may be scheduled in late October or early November 2026.

• Contract award is anticipated at a Select Board meeting in November 2026.

• Vacancy outreach and advertising is expected in the January – February 2027 timeframe.

• Initial candidate interviews are anticipated in late February or early March 2027.

• Finalist interviews with Select Board are anticipated in late March 2027.

• Town Manager job offer extended around April 2027 with a desired start date of July 1, 2027.

SCOPE OF WORK

The Town of Sandwich seeks proposals from executive search consultants experienced in recruiting municipal executives in Massachusetts to assist the Town in recruiting highly qualified candidates to serve as Sandwich’s next Town Manager.

The Consultant shall work with the Select Board, and any screening committee should the Select Board decide to appoint one, to actively source, recruit, evaluate suitability of, interview, research, conduct appropriate background checks to refer qualified, recommended candidates to the Town of Sandwich for the position of Town Manager.

The scope of work will include, but not be limited to, a process which includes the following:

• Consultant shall assist the Select Board (and any appointed Screening Committee, if applicable) in establishing selection criteria for evaluating Town Manager candidates and a realistic timeline for conducting the search and selection process.

• Consultant shall develop an understanding of the Town of Sandwich, its internal structure, work culture, and how it operates to develop the most effective search process and focus areas for Sandwich.

• Consultant shall work with the Select Board (and any appointed Screening

Committee, if applicable) to develop descriptive documents for prospective candidates. The descriptive documents shall include background statements, skills, attributes and expectations regarding the Town Manager position for prospective candidates as well as marketing information regarding the Town for distribution to prospective candidates.

• Consultant shall advise the Select Board (and any appointed Screening

Committee, if applicable) of any administrative assistance the Town’s Human Resources Department can be provided without creating any conflicts of interest or appearance of conflict of interest for the search and selection process.

• Consultant shall conduct networking and other search activities to generate a diverse pool of highly qualified prospective candidates who meet the Select Board’s selection criteria. Consultant shall prepare advertising for the position and assist in the selection of media for publication. Consultant shall focus on identifying potential candidates and screening them for suitability with the Town of Sandwich.

• Consultant shall work with the Select Board (and any appointed Screening

Committee, if applicable) to review resumes of qualified applicants, schedule initial interviews, and finalist interviews with the Select Board (and any appointed Screening Committee, if applicable). Consultant shall provide training and guidance to the Select Board in areas of human resources best practices and legal requirements and instructions applicable through the process as necessary.

• Consultant shall check references on finalists, extend the offer of employment, review benefits, and generally assist in the hiring process in ways and at the times requested by the Select Board or the Town’s Human Resources Department. The Select Board may designate a sub-group of Select Board members to negotiate the contract terms with the new Town Manager.

• Consultant shall provide sufficient notification to all candidates who applied but were not selected for initial interviews and, also for those interviewed but not offered the position. This will be done by providing a letter approved by and signed by the Select Board Chair thanking the candidates for their interest and advising them they have not been selected.

• If necessary, consultant may speak with Town Counsel, with the permission of the Select Board, on any matters needing legal advice or assistance.

• Consultant shall always act in an attentive, ethical, and responsible manner to represent the Town of Sandwich with the utmost concern for its interests, goals and image with candidates, other communities, and members of the general public.

The Select Board reserves the right to not hire any of the candidates provided by the Consultant, and/or hire a candidate not recommended or provided by the Consultant.

MINIMUM REQUIREMENTS AND QUALIFICATIONS

Consultants shall have been in the business of providing recruitment services for a minimum of three (3) years. The lead consultant shall have successfully completed a similar process presenting a diverse pool of candidate applicants in a similar timeframe for the selection of at least three (3) similar positions such as Town Manager or Town Administrator for comparable communities in Massachusetts within the past thirty six

(36) months.

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 to be provided separately:

1. Technical Proposal, including information about the proposer, references, and the services to be provided; and

2. Price Proposal, including a fixed price fee for services to be rendered under the terms of the contract.

1. 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:

• Table of Contents, showing where required information can 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 search. Proposers are directed to note that the contract will require that the same principal or “lead consultant” be assigned to this contract for the duration of the search process, through and including the hiring of a Town Manager for the Town of Sandwich.

• 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 state this 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 Sandwich and any additional consultants who will be assigned to work with the Town on this search.

• Description of the Proposer's approach and plan for performing services outlined in the scope of work (see above), including:

o Description of how the Proposer will specifically identify and target the needs of the Town in the search for a new Town Manager;

o Description of proposed candidate recruitment strategies;

o Description of the consultant's proposed implementation plan;

o Proposed timeline with specific milestones;

o List of recent contracted communities, including name, address and telephone number, of primary contact for all communities for which the firm has provided similar Town Manager or Town Administrator search services during the past three (3) years;

o References, for a minimum of three (3) comparable executive search projects completed in the past three (3) years;

o Examples of promotional material, including advertisements, brochures and other recruitment materials used in Town Manager/Town Administrator searches or promotional literature about the firm;

o Signed Certificate of Non-Collusion (Included as Attachment A to this

RFP);

o Signed Certificate of Payment of Taxes (Included as Attachment B to this RFP); and o Signed Certificate of Corporate Authority (Included as Attachment C to this

RFP).

2. Price Proposal

• The Price Proposal form, included as Attachment D, must be completed and included as the proposer's Price. Proposer’s price shall include the cost of any advertisements, solicitations, or other collateral materials associated with the recruitment effort and any other out of pocket costs associated with the project.

• The Price Proposal (one original copy) must be submitted without conditions or exceptions and must be submitted under separate cover and in a sealed envelope.

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

• Price Proposals submitted without the required form or including other conditions of pricing may be deemed non-responsive.

PROPOSAL SUBMITTAL

Technical and Price Proposals must be submitted in separate sealed envelopes and plainly marked as follows: “TECHNICAL PROPOSAL - Sandwich Town Manager Search Consultant”, and “PRICE PROPOSAL - Sandwich Town Manager Search Consultant” along with the name of the consultant, consulting firm or executive recruiter clearly marked on both envelopes.

IF PRICES ARE INCLUDED WITHIN THE TECHNICAL PROPOSAL, THE PROPOSAL

WILL BE DISQUALIFIED.

• Technical Proposals should be sealed in a separate envelope and must include one (1) original, six (6) hard copies, and one (1) electronic version on a flash drive.

• Price Proposals should be submitted in a sealed envelope and shall include one (1) signed original.

Both sealed proposals must be submitted together in one envelope or mailer and received in the Town Manager’s Office no later than 4:00 p.m. (EST), Friday, October 9, 2026: delivered to:

Town Manager Search Consultant Proposal c/o Select Board

100 Route 6A Sandwich, MA 02563

E-MAILED AND/OR FAXED PROPOSALS WILL NOT BE ACCEPTED. It is the Proposer’s sole responsibility to submit the proposal before the deadline, and the Town is not responsible for delays in deliveries, deliveries attempted when Town offices are closed, mistakes in deliveries, or any other reason for a proposal that is not submitted prior to the deadline.

In accordance with the provisions of M.G.L. c. 30B, § 5 and 9, the Select Board is the Awarding Authority, and reserves the right to waive any informality in any or all proposals, or to reject any or all proposals, if it is in the public’s best interest to do so.

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 proposals 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 contemplated service.

EVALUATION OF PROPOSALS

Technical Proposals will be opened and evaluated by the Select Board 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)

Proposer's Experience and Key Personnel

Highly Advantageous: The Proposer has five (5) or more years’ experience in conducting successful executive searches with municipalities and other government or non-profit organizations, and during that period has concluded at least six (6) successful searches for a Town Manager/Town Administrator in Massachusetts, two of which must have been for a municipality of similar size and demographics to Sandwich. The Proposer's lead consultant has more than five (5) years’ experience conducting Town Manager/Town Administrator searches in Massachusetts.

Advantageous: The Proposer has at least three (3) years’ experience in conducting successful executive searches with municipalities, government and other non-profit organizations, and during that period has concluded at least three (3) successful executive searches for a Town Manager/Town Administrator in Massachusetts. The Proposer's lead consultant has at least three (3) years’ experience conducting Town Manager/Town Administrator searches in Massachusetts.

Not Advantageous: The Proposer has fewer than three (3) years’ experience in successful executive searches with municipalities, government and other non-profit organizations, and during that period has concluded only one (1) successful executive search for a Town Manager/Town Administrator in Massachusetts. The Proposer's lead consultant has fewer than three (3) years’ experience conducting Town Manager/Town Administrator searches in Massachusetts.

Unacceptable: The Proposer has fewer than three (3) years’ experience in executive search and hiring processes and has not concluded any successful executive searches for a Town Manager/Town Administrator. The Proposer's lead consultant has no experience conducting a Town Manager/Town Administrator search in Massachusetts.

Proposer's Implementation Plan and Schedule

Highly Advantageous: The Proposal includes a detailed description and examples of previously successful recruitment strategies and includes a clearly delineated timeline with specific milestones for Sandwich’s Town Manager search.

Advantageous: The Proposal includes an outline of some candidate recruitment strategies and an implementation plan that includes some milestones for Sandwich’s Town Manager search.

Not Advantageous: The Proposal lacks specific candidate recruitment strategies or specific milestones for Sandwich’s Town Manager search.

Unacceptable: The Proposal does not include any information about a proposed implementation plan and schedule.

Proposer's Recruitment Strategies

Highly Advantageous: The Proposal provides more than three (3) examples of how the Proposer's established networks of professional municipal contacts will be used in the search process and recruitment process to attract a broad range of highly qualified candidates, including women and minorities.

Advantageous: The Proposal provides three (3) examples of how the Proposer's established networks of professional municipal contacts will be used in the search process and recruitment process to attract a broad range of highly qualified candidates, including women and minorities.

Not Advantageous: The Proposal provides fewer than three (3) examples of how the Proposer's established networks of professional municipal contacts will be used in the search process and recruitment process to attract a broad range of highly qualified candidates, including women and minorities.

Unacceptable: The Proposal does not include specific examples of networks the Proposer will use in the search and recruitment process.

Proposer's Recruitment Materials

Highly Advantageous: The Proposer includes samples of advertisements, brochures and other forms of candidate outreach from at least five (5) different Town Manager/Town Administrator searches with the proposal, at least one (1) of which involves a Town Manager/Town Administrator search in Massachusetts.

Advantageous: The Proposer includes samples of advertisements, brochures and other forms of candidate outreach from at least three (3) different executive searches with the proposal, at least one (1) of which involves a Town Manager/Town Administrator search in Massachusetts.

Not Advantageous: The Proposer includes three (3) or fewer samples of advertisements, brochures, and other forms of candidate outreach with the proposal, none of which involve a Town Manager/Town Administrator search.

Unacceptable: The Proposer does not include samples of advertisements, brochures or other forms of candidate outreach.

Proposer’s References

Highly Advantageous: All five (5) references were satisfied with the Proposer's work and stated that all executive search tasks were completed within the timeframe required.

Advantageous: All five (5) references were satisfied with the Proposer's work and stated that all executive search tasks were completed but not within the time frame(s) required.

Not Advantageous: Fewer than five (5) references were satisfied with the end results.

Unacceptable: The preponderance of references were dissatisfied with the end results.

All Technical Proposals will be given a cumulative ranking based on individual rankings of the following weighted elements, using a scoring sheet included as Attachment E:

Proposer's Experience and Key Personnel, Proposer's Implementation Plan and Schedule, Proposer's Recruitment Strategies, Proposer's Recruitment Materials, and Proposer’s References.

The Select Board may choose to conduct interviews of Proposers on such basis as it determines. If interviews are conducted, the Select Board will invite the top three (3) ranked Proposers to be interviewed, who submitted the most advantageous Technical Proposals, taking into consideration of all of the Technical Criteria, and have the most advantageous overall evaluation ratings.

Interviews

If interviews are conducted, interviewees will be ranked as follows:

Highly Advantageous: The Lead Consultant for this project was present, clearly stated a plan of action, demonstrated excellent communications skills, presented other personnel with experience and skills who will be assigned for the duration of this project, and successfully responded to all questions.

Advantageous: The Lead Consultant for this project was present, outlined a plan of action, demonstrated excellent communication skills, presented other personnel with experience and skills who will be assigned for the duration of this project, and successfully responded to most of the questions.

Not Advantageous: The Lead Consultant for this project was present but did not present a clear plan of action, or was unable to communicate effectively, or presented other personnel who did not have the experience and skills to work on this project and/or who would not be assigned for the duration of this project, or did not successfully respond to questions.

Unacceptable: The Lead Consultant for this project was not present at the interview or was unable to communicate effectively and did not successfully respond to questions.

If interviews are conducted, a composite rating will be assigned to each interviewed Proposer. After review of the composite ranking of the Technical Proposal and interviews (if conducted), the Price Proposals will be opened and evaluated by the Select Board for the Town of Sandwich.

CONTRACT AWARD

The award of this contract is under the sole discretion of the Select Board. If the Select Board chooses to award a contract, the contract will be awarded to the Proposer deemed by the Select Board 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 F to this RFP. In accordance with the provisions of G.L. c. 30B, Sections 5 and 9, the Town of Sandwich 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 THE CONTRACT

It is anticipated that work under this contract shall begin approximately November 1, 2026 and shall be completed on or before July 1, 2027, when it is anticipated the new Town Manager will begin employment with the Town of Sandwich. If the selected candidate begins work in Sandwich, and for any reason leaves the position within the first 12 months of employment, the consultant will conduct another search under the terms of this contract for an amount equal to out-of-pocket expenses only.

ATTACHMENT A

CERTIFICATE OF NON-COLLUSION

(To be submitted with the TECHNICAL PROPOSAL)

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, or other organization, entity, or group or individuals.

Name of person signing bid or proposal

Name of Business Entity (if any)

ATTACHMENT B

CERTIFICATE OF TAX COMPLIANCE

Pursuant to MGL c. 62C, § 49A, the undersigned acting on behalf of the Contractor, certifies under the penalties of perjury that, to the best of the undersigned's knowledge and belief, the Contractor is in compliance with all laws of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

**Signature of Individual

*** Contractor's Social Security Number (Voluntary) or Corporate Contractor (Mandatory) or Federal Identification Number

Date: _______________

Corporate Officer (Mandatory, if applicable)

** The provision in the Attestation relating to child support applies only when the Contractor is an individual.

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

*** Your social security number will 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 MGL c. 62C, § 49A.

ATTACHMENT C

CERTIFICATE OF CORPORATE AUTHORITY

At a duly authorized meeting of the Board of Directors of held on _________________ it was VOTED that:

(Date)

(Name) (Officer) of this corporation, be and he/she hereby is authorized to execute contracts, deeds and bonds in the name and on behalf of said corporation, and affix its corporate seal hereto;

and such execution of any contract, deed or obligation in this corporation's name on its behalf by such _________________________ under seal of the company, shall be valid and binding upon this corporation.

A True Copy, ATTEST: __________________________________

TITLE: ____________________________________

PLACE OF BUSINESS: ______________________________________________

DATE OF THIS CERTIFICATE: ____________________________

I hereby certify that I am the clerk of the _____________________________ that _________________________ is the duly elected ________________________ of said corporation, and that the above vote has not been amended or rescinded and remains in full force and effect as of the date of this contract.

(Clerk)

CORPORATE SEAL:

ATTACHMENT D

PRICE PROPOSAL

(To be submitted in a separate sealed envelope from the Technical Proposal)

The price proposal (one original copy) must be submitted without “conditions or exceptions” and must be submitted under separate cover and in a sealed envelope.

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 or other expenses incurred by the Consultant in connection with the performance of the services. Any exceptions may result in the rejection of the proposal.

Price Proposal for the Town of Sandwich Town Manager search:

$ _________________________ Total Fixed Fee Contract Price

Total Fixed Fee Contract Price in words: __________________________________

Signature: _______________________________________

Title: _______________________________________

Company: ________________________ Tel: ______________Fax:_______________

Address: ______________________________________________________________

Email: ______________________________________

Date: _______________________________________

ATTACHMENT E

TECHNICAL PROPOSAL RATING SHEET

Each element of the Technical Proposal outlined in the “Evaluation of Proposals” must be rated using the following scale:

Highly Advantageous: 3 Advantageous: 2

Not Advantageous: 1 Unacceptable: 0

Name of Proposer _____________________________________________

ATTACHMENT F

FORM OF CONTRACT

Agreement Between Town of Sandwich and

THIS AGREEMENT to provide professional services for Town Manager recruitment services (hereinafter referred to as the "Project"), is made as of the ___ day of __________, 2026, by and between ______________________________________, with a usual place of business at ___________________________________ (hereinafter referred to as the "CONTRACTOR"), and the Town of Sandwich, a municipal corporation with a usual place of business at 100 Route 6A, Sandwich, MA 02563 (hereinafter referred to as the "TOWN").

WITNESSETH that the CONTRACTOR and the TOWN, for the consideration hereinafter named, agree as follows:

ARTICLE 1: CONTRACT DOCUMENTS

The Contract Documents consist of the following, and in the event of conflicts or discrepancies among them, they shall be interpreted on the basis of the following priorities:

1) This Agreement between TOWN and CONTRACTOR;

2) CONTRACTOR’S proposal dated ______ (“Proposal”);

3) Town’s request for proposals (“RFP”);

4) Copies of all required bonds, certificates of insurance, and licenses required under the Agreement;

EACH OF WHICH IS INCORPORATED HEREIN. These documents form the entire Agreement between the parties and there are no other agreements between the parties.

Any amendment or modification to this Agreement must be in writing and signed by an official with the authority to bind the TOWN. If any term or condition of this Agreement or any application thereof shall to any extent be held invalid, illegal or unenforceable by the court of competent jurisdiction, the validity, legality, and enforceability of the remaining terms and conditions of this Agreement shall not be deemed affected thereby unless one or both parties would be substantially or materially prejudiced.

ARTICLE 2: SCOPE OF WORK

The CONTRACTOR shall furnish all materials, labor, and equipment, and perform all work required in order to provide the TOWN with professional services as more fully described in the RFP and the Proposal, and the CONTRACTOR agrees to do everything required by this Agreement and the Contract Documents.

ARTICLE 3: TERMS OF AGREEMENT

(a) The work to be performed under this Agreement shall be commenced within five (5) business days after the TOWN issues a written or verbal Notice to Proceed to the CONTRACTOR, and shall be entirely completed on or before July 1, 2027.

(b) In addition to all other terms and requirements of this Agreement, CONTRACTOR covenants and agrees that if the selected candidate, after executing an employment agreement with the TOWN, should for any reason be terminated or leave the employ of the TOWN within the first twelve (12) months of employment, the CONTRACTOR will conduct another recruitment exercise, as provided for herein, for an amount equal to out-of-pocket expenses only.

ARTICLE 4: THE CONTRACT SUM

(a) The TOWN shall pay the CONTRACTOR for the performance of this Agreement the sum of $________, to be paid as follows:

$________ to be invoiced on placement of the Town Manager position advertisement;

$________ to be invoiced on completion of review and initial ranking of candidates;

$________ to be invoiced on completion of the candidate interview process (if any); and $________ to be invoiced on completion of employment contract between TOWN and selected Town Manager candidate.

(b) 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 any other charges arising from early termination.

ARTICLE 5: PAYMENT

(a) The TOWN shall make payment as follows: The CONTRACTOR will submit periodic invoices to the TOWN, as stated above, for review and approval.

Payment will be made within thirty (30) days after receipt by the TOWN, subject to (b) below.

(b) With any invoice, the CONTRACTOR shall submit evidence satisfactory to the

TOWN that the work has been completed in accordance with this Agreement, and that all payrolls, material bills and other indebtedness connected with the work have been paid. The billings shall include, if applicable, all charges for CONTRACTOR, subcontractors, and other authorized expenses. There shall not be any markup for overhead, administration or profit for any of the above listed services.

(c) The Town’s liability hereunder shall be to make all payments when they shall become due, and the Town shall be under no further obligation or liability. Nothing in this Agreement shall be construed to render the Town or any elected or appointed official or employee of the Town, or their successors in Office, personally liable for any obligation under this Agreement.

ARTICLE 6: NON-PERFORMANCE

In the case of any default on the part of the CONTRACTOR with respect to any of the terms of this Agreement, the TOWN may give written notice thereof, and if said default is not made good within such time as the TOWN shall specify in writing, the TOWN may notify the CONTRACTOR in writing that there has been a breach of the Agreement, and thereafter the TOWN shall have the right to secure the completion of the work remaining to be done on such terms and in such manner as the TOWN shall determine, and the CONTRACTOR shall pay the TOWN any money that the TOWN shall pay another person or entity for the completion of the work, in excess of what the TOWN would have paid the CONTRACTOR for the completion of the work, and the CONTRACTOR shall reimburse the TOWN for all expenses incurred by reason of said breach. In case of such breach, the CONTRACTOR shall be entitled to receive payment only for work satisfactorily completed prior to said breach, less any retainage the TOWN is entitled to.

The amount of any balance due the CONTRACTOR shall be determined by the TOWN in its reasonable discretion.

ARTICLE 7: TERMINATION

(a) Notwithstanding any other provision of this Agreement, the TOWN reserves the right at any time to suspend or terminate this Agreement in whole or in part for its convenience upon fourteen (14) days written notice to CONTRACTOR. TOWN shall incur no liability by reason of such termination for convenience except for the obligation to pay for work performed and accepted through the date of termination less any offset or claim of TOWN.

Such obligation shall not exceed the available appropriation. CONTRACTOR shall have no right to recover other amounts, including but not limited to amounts for lost profits, indirect, incidental, or consequential damages.

(b) Termination for Cause. If at any time during the term of this Agreement, the

TOWN determines that the CONTRACTOR has breached the terms of this Agreement by negligently or incompetently performing the work, or any part thereof, or by failing to perform the work in a timely fashion, or by failing to perform the work to the satisfaction of the TOWN, or by not complying with the direction of the TOWN or its agents, or by otherwise failing to perform this Agreement in accordance with all of its terms and provisions, the TOWN shall notify the CONTRACTOR in writing stating therein the nature of the alleged breach and directing the CONTRACTOR to cure such breach within ten (10) days. The CONTRACTOR specifically agrees that it shall indemnify and hold the TOWN harmless from any loss, damage, cost, charge, expense, or claim arising out of or resulting from such breach regardless of its knowledge or authorization of the actions resulting in the breach. If the CONTRACTOR fails to cure said breach within ten (10) days, the TOWN may, at its election at any time after the expiration of said ten (10) days, terminate this Agreement by giving written notice thereof to the CONTRACTOR specifying the effective date of the termination. Upon receipt of said notice, the CONTRACTOR shall cease to incur additional expenses in connection with this Agreement. Upon the date specified in said notice, this Agreement shall terminate. Such termination shall not prejudice or waive any rights or action which the TOWN may have against the CONTRACTOR up to the date of such termination, and the CONTRACTOR shall be liable to the TOWN for any amount which it may be required to pay in excess of the compensation provided herein in order to complete the work specified herein in a timely manner. Upon such termination, the CONTRACTOR shall be entitled to compensation for all satisfactory work completed prior to the termination date, as determined by the TOWN.

(c) If for any reason the TOWN terminates the Agreement due to lack of funding, CONTRACTOR hereby releases the TOWN and every member, agency, and agent thereof from all claims of and liability to the CONTRACTOR for everything done, furnished for, or relating to the work pursuant to this agreement.

(d) The CONTRACTOR shall have the right to terminate this Agreement if the

TOWN fails to make payment within forty-five (45) days after it is due.

ARTICLE 8: NOTICE

All notices required to be given under this Agreement shall be in writing and shall be effective upon receipt by hand delivery or certified mail to:

Town of Sandwich:(Name______________________) (Title_______________________) Town of Sandwich 100 Route 6A, Sandwich, MA 02563

Contractor: (Name ______________________) (Title _______________________) (Address ____________________)

ARTICLE 9. INSURANCE AND INDEMNIFICATION

(a) The CONTRACTOR shall, at its own expense, obtain and maintain motor vehicle liability insurance and general liability insurance protecting the TOWN in connection with any operations performed under this Agreement, and shall name the TOWN as an additional insured on the policies.

Automobile liability insurance shall be in the form of comprehensive automobile liability and shall provide limits of $500,000 each person and $1,000,000 each occurrence for bodily injury liability.

General liability coverage shall be in the amount of at least $1,000,000 per occurrence and $3,000,000 aggregate for bodily injury liability and property damage liability.

(b) The CONTRACTOR shall carry a professional malpractice or an errors and omissions policy with limits of at least $1,000,000 per claim and $3,000,000 aggregate.

(c) The CONTRACTOR shall, before commencing performance of this Agreement, provide by insurance for the payment of compensation and the furnishing of other benefits in accordance with Massachusetts General Laws Chapter 152, as amended, to all persons employed by CONTRACTOR and shall continue such insurance in full force and effect during the term of the Agreement.

(d) All insurance coverage shall be in force from the time of the Agreement to the date when all work under the Contract is completed and accepted by the TOWN.

Certificates and any and all renewals substantiating that required insurance coverage is in effect shall be filed with the TOWN and shall list the TOWN as additional insured for General Liability and Automobile liability policies. Since this insurance is normally written on a year-to-year basis, the CONTRACTOR shall notify the TOWN should coverage become unavailable or if its policy should change. Any cancellation of insurance, whether by the insurers or the insured, shall not be valid unless written notice thereof is given by the party proposing cancellation to the other party and to the TOWN at least fifteen days prior to the intended effective date thereof, which date shall be expressed in said notice.

(e) The CONTRACTOR shall indemnify, defend, and save harmless the TOWN and all of the TOWN'S officers, agents, and employees from and against all suits and claims of liability of every name and nature, including costs of defending any action, for or on account of any injuries to persons or damage to property of the TOWN or any person, firm, corporation, or association, including personal injury or defamation or allegation thereof, arising out of or resulting from any act, omission, or negligence of the CONTRACTOR, subcontractors and its and their agents or employees in the performance of the work covered by this Agreement and/or failure to comply with the terms and conditions of this Agreement. The foregoing provisions shall not be deemed to be released, waived or modified in any respect by reason of any surety or insurance provided by the CONTRACTOR under the Agreement.

ARTICLE 10: SUBCONTRACTING OF WORK

The CONTRACTOR shall not subcontract any of the work that it is required to perform under this Agreement to any corporation, entity, or person without the prior written approval of the TOWN.

ARTICLE 11: OWNERSHIP OF DOCUMENTS

The TOWN shall be the owner of all data, documents, records, and computations created by the CONTRACTOR that relate to this Agreement, subject to the applicable provisions of the Public Records Law. Such data, documents, records, and computations must be provided to the TOWN upon request.

ARTICLE 12: STANDARD OF CARE

The CONTRACTOR’s services shall be performed by qualified personnel. The CONTRACTOR’S Project team shall consist of those persons identified in the Proposal.

The employment by the CONTRACTOR of subcontractors for any of the services under this Agreement 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 CONTRACTOR to remove any personnel from the Project for reasonable cause. The CONTRACTOR shall perform its services in accordance with the highest professional standards of skill, care, and diligence.

ARTICLE 13: GOVERNING LAW

The CONTRACTOR shall perform the work required under this Agreement in conformity with requirements and standards of the TOWN and all applicable laws of the Commonwealth of Massachusetts, its political subdivisions, and the Federal Government.

This Agreement and performance thereunder are governed by the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws principles, and all other applicable bylaws and administrative rules, regulations, and orders, and the CONTRACTOR submits to the jurisdiction of any of the Commonwealth of Massachusetts’ appropriate courts for the adjudication of disputes arising out of this Agreement.

ARTICLE 14: BINDING AGREEMENT AND ASSIGNMENT OF INTEREST

This Agreement shall be binding upon the TOWN and the CONTRACTOR and the partners, successors, heirs, executors, administrators, assigns, and legal representatives of the TOWN and the CONTRACTOR. Neither the TOWN nor the CONTRACTOR shall assign, sublet, or transfer any interest in this Agreement without the written consent of each other, and such consent shall not be unreasonably withheld.

ARTICLE 15: LICENSURE AND COMPLIANCE WITH MASSACHUSETTS LAW

By executing this Agreement, CONTRACTOR agrees and certifies that, to the extent required by law, it is licensed to perform the services required by this Agreement, and that it will secure such licensure for so long as it is bound to perform services under this Agreement. Documentation of such licensure shall be attached to this Agreement.

CONTRACTOR shall comply with all applicable laws, bylaws, rules, and regulations, and codes of the Commonwealth of Massachusetts and Town of Sandwich in performing the work embraced by this Agreement. Pursuant to Massachusetts General Laws Chapter 62C, Section 49A, the CONTRACTOR certifies under the penalties of perjury that the CONTRACTOR has complied with all laws of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting of child support.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.*

*If a Corporation, attach to each signed copy of this Agreement an attested copy of the vote of the Corporation authorizing the said signing and sealing.

CONTRACTOR: TOWN OF SANDWICH

By: By: Select Board

INFORMATIONAL ATTACHMENT 1

TOWN OF SANDWICH TOWN CHARTER

MARCH 2026

TOWN OF SANDWICH

TOWN CHARTER1

Chapter 22 of the Acts of 2014 as amended by Chapter 64 of the Acts of 2026

Taylor D. White

Town Clerk

1 This is an integrated document prepared for convenience by combining the Town Charter as enacted in 2014 with the most recent revisions adopted by Town Meeting in May 2024 and enacted by the General Court in 2026. The actual text of the original and later enactment can be found on the General Court’s website at the following link: https://malegislature.gov/Laws/SessionLaws.

https://malegislature.gov/Laws/SessionLaws/Acts/2014/Chapter22 https://malegislature.gov/Laws/SessionLaws/Acts/2026/Chapter64

ARTICLE I

INCORPORATION, FORM OF GOVERNMENT

Section 1.1 INCORPORATION

The inhabitants of the Town of Sandwich, residing within its corporate boundaries as heretofore established by law, are hereby constituted and shall continue to be a body politic and corporate in perpetuity under the name of the town of Sandwich.

Section 1.2 FORM OF GOVERNMENT

a) The municipal form of government provided by this Charter shall consist of a town meeting open to all voters of the town of Sandwich; a select board, elected by the people and accountable to the people; and a town manager, appointed by and accountable to the select board for proper administration of the affairs of the town.

b) The schools of the town shall be operated by a school department and supervised by a superintendent of schools under the direction of a school committee, elected by the people of the town of Sandwich and accountable to the people for proper administration of the affairs of the schools.

ARTICLE II

POWERS OF THE TOWN

Section 2.1 POWERS

a) The town shall have all the powers granted to towns by the constitution and General Laws together with all of the implied powers necessary to execute such granted powers.

b) The powers of the town pursuant to the charter shall be construed and interpreted liberally in favor of the town and the specific mention of any particular power is not intended to limit in any way the general powers.

c) The town may enter into agreements with any other agency of municipal government, agency of the commonwealth, other states, or the United States government to perform jointly, by contract, or otherwise, any of its powers or functions and may participate in the financing thereof.

ARTICLE III

LEGISLATIVE BRANCH

Section 3.1 OPEN TOWN MEETING

The legislative powers of the town shall be exercised by a town meeting open to all voters of the town of Sandwich.

Section 3.2 PRESIDING OFFICER

All sessions of the town meeting shall be presided over by a moderator, elected as provided in section 4.4. The moderator shall regulate the proceedings, decide questions of order and make public declarations of all votes. The moderator shall have all of the powers and duties given to moderators pursuant to the constitution and the General Laws, and such additional powers and duties as may be authorized by the charter, by by-law or by other town meeting vote.

Section 3.3 ANNUAL TOWN MEEETING

The annual town meeting shall be held on such date or dates as may be fixed by the select board as provided in paragraph (e) of section 4.2.5.

Section 3.4 SPECIAL TOWN MEETINGS

Special town meetings shall be held at the call of the select board at such times as it may deem appropriate and whenever a special meeting is requested by the voters in accordance with procedures made available by the General Laws.

Section 3.5 QUORUM

The quorum for both the annual town meeting and any special town meeting shall be set by by-law.

Section 3.6 CLERK OF THE MEETING

The town clerk shall serve as the clerk to the town meeting. In the event that the town clerk is absent, the assistant town clerk shall serve.

Section 3.7 WARRANT ARTICLES

(a) Except for procedural matters, all subjects to be acted on by town meeting shall be placed on warrants issued by the select board.

(b) The select board shall receive all petitions addressed to it which require the submission of particular subject matter to the town meeting in accordance with the General Laws. Fifty signatures shall be required on a petition to have an article inserted in the warrant for an annual town meeting, and 100 signatures shall be required on a petition to have an article inserted in a warrant for a special town meeting.

(c) Any budget article on the…