Union_Building_Reuse_Planning_RFP_7_29_26.pdf

TOWN OF DUNSTABLE

Request for Proposals

Feasibility Study and Business Planning for the Re-use and Cultural Activation of the Historic Union School Building

522 Main Street, Dunstable, MA 01827

August 7, 2026

PURPOSE

The Town of Dunstable is seeking proposals from qualified consulting firms to conduct a comprehensive feasibility, market, governance, and financial planning study to guide the adaptive reuse and long-term operation of the historic Union School Building.

The selected consultant will build upon previous planning efforts to evaluate viable reuse alternatives, assess market demand, facilitate community engagement, analyze governance and operational models, and prepare planning-level financial analyses to support informed decision-making. The study shall identify practical, financially sustainable, and community-supported strategies maximizing its long-term public benefit.

The project is intended to move beyond a traditional feasibility study by producing an implementation-oriented roadmap that positions the Town to advance the next phase of redevelopment. This includes identifying potential funding opportunities, recommending an implementation strategy, and preparing procurement documents for future project phases, as appropriate.

The Town seeks a consultant with demonstrated experience in adaptive reuse planning, historic preservation, municipal planning, financial feasibility analysis, community engagement, and public-sector implementation.

The Town has received a $35,000 Feasibility and Technical Assistance Grant from the Cultural Facilities Fund to support this project. The total budget for this project is $70,000.

BACKGROUND AND INTRODUCTION

Located in Dunstable Town Center, the Union Building was built in 1895 and operated as a community school from 1896 through the early 1960s. Since then, the building served as an accessory building to the Swallow Union School, providing auxiliary classroom and childcare space, yet also sitting vacant periodically.

Now nearing 130 years old, the Union Building both significantly contributes to the historic nature of Dunstable Town Center and shows its years in the interior due to deferred maintenance. Critical preventive maintenance to preserve the exterior building envelope was completed last fall. The building features two above-ground stories and a basement.

Each of the four classrooms (two on each story) is approximately 624 square feet.

In 2021, the Town worked with Spencer, Sullivan & Vogt Architects to prepare an existing conditions assessment for the Union School Building envelope. This report was the basis for the final design and construction bid documents for the exterior restoration developed by Giennapp Architects and performed by Pappas Industries.

In addition to the exterior restoration work, the Town has followed a collaborative public process to develop a reuse plan identifying viable and productive future use of the building.

The Town is currently working with Gienapp Architects to complete the development of final design and construction bid documents for the interior of the building.

BUILDING HISTORY

The Union Building, designed by Warren L. Floyd who also designed Dunstable Town Hall, was constructed in 1895. It is part of the Dunstable Center Historic District and on the list of Historic Buildings in Dunstable contained in the Town’s Master Plan which was cultivated from the Massachusetts Cultural Resources Information System.

BUILDING CONDITIONS

The Union Building, which is connected to the Swallow Union Elementary School, was historically occupied by the Groton-Dunstable School District. It is not currently being used.

The Town, working with Gienapp Architects, and with Pappas Industries performed restoration work of the exterior. This work was paid for through Community Preservation Funds. There is a possibility of the interior work being funded through this same funding source, requiring compliance with the Secretary of the Interior’s Historic Preservation Standards.

The Select Board created a Union Building Rehabilitation Committee responsible for leading the effort to restore the building and to identify viable reuse options. The Committee is comprised of a total of nine members: one member of the Board of Selectmen, one representative from the GDRSD, one individual who has experience in residential or commercial development, one member with a background in banking and/or finance, and five members of the community at-large.

SCOPE OF SERVICES

The Town of Dunstable seeks proposals from qualified consulting firms to conduct a comprehensive feasibility, planning, governance, and financial analysis to guide the adaptive reuse of the historic Union School Building.

The Town has previously completed exterior rehabilitation work and is currently finalizing interior design plans. It now seeks to determine the most appropriate long-term use, governance structure, operational model, and implementation strategy for the building.

The consultant shall build upon previous planning efforts and develop practical recommendations that position the project for successful implementation.

The Town anticipates this project will results in a clear roadmap for re-use, including financial analysis, governance recommendations, procurement documents, and identification of funding opportunities.

Task 1 – Project Management and Existing Conditions Review

The consultant shall:

• Review all previous reports, studies, design plans, and related documents.

• Meet with Town staff and the Union Building Rehabilitation Committee.

• Confirm project goals and success metrics.

• Develop a detailed work plan and schedule.

• Coordinate project meetings throughout the planning process.

Deliverables

• Project Work Plan

• Schedule

Task 2 – Existing Conditions and Market Analysis

Evaluate existing conditions affecting the building’s future use, including:

• existing building configuration

• prior rehabilitation work

• community demographics

• local and regional market conditions

• comparable facilities

• arts and cultural programming demand

• artist studio demand

• educational programming opportunities

• town needs

• nonprofit and private partnership opportunities

The consultant should identify opportunities and constraints associated with each potential use.

Deliverables

• Existing Conditions Assessment

• Market Analysis

• Reuse Opportunities Comparison – Strengths and Weaknesses

Task 3 – Adaptive Reuse Alternatives

Develop and evaluate multiple adaptive reuse scenarios.

Potential concepts may include the following:

• Community Arts Center

• Artist Studios

• Flexible Community Event Space

• Educational Programming

• Mixed Arts and Cultural Uses

• Childcare and Youth programming

• Municipal/Public Uses

• Public-Private Partnerships

• Other innovative concepts identified in the re-use and rehabilitation plan and through public engagement.

For each alternative, respondents shall evaluate functionality, compatibility with the Swallow Union Elementary School and interior design plans, operational considerations, implementation complexity and cost, anticipated capital investment specific to the use, and long-term sustainability.

The consultant shall prepare planning-level Statements of Probable Cost appropriate for comparing alternatives.

Deliverables

• Reuse Alternatives Memorandum

• Concept Evaluation Planning

• Statements of Probable Cost

• Preferred Alternative Recommendation

Task 4 – Community Engagement

The consultant shall design and facilitate a meaningful public engagement process building off prior public engagement and planning efforts.

At minimum this shall include stakeholder interviews, prospective user group meetings, meetings with arts organizations, nonprofit outreach, public workshop and public presentation (minimum of one of each), online engagement, if appropriate, and summary of comments and findings.

Deliverables

• Public Engagement Plan

• Meeting Materials

• Public Input Summary

Task 5 – Governance and Operational Analysis

Evaluate alternative ownership and operating models including:

• Municipal ownership and operation

• Municipal ownership with contracted operations

• Nonprofit management

• Public-private partnership

• Long-term ground or building lease

• Hybrid governance structures

The analysis should evaluate governance, staffing needs, maintenance responsibilities, operating costs, organizational capacity, legal considerations, and long-term sustainability.

Respondents should identify opportunities for partnerships that would ensure the long-term financial sustainability of the building. This task should include outreach and discussions with existing nonprofits operating similar facilities in the region.

Deliverables

• Governance Alternatives Report

• Recommended Operating Model

Task 6 – Financial Feasibility Analysis

The Town is seeking a financial feasibility analysis appropriate for evaluating adaptive reuse alternatives.

Respondents shall provide the most comprehensive planning-level financial analysis that can reasonably be completed within the available project budget.

The financial analysis should include, as appropriate:

• Planning-level Statements of Probable Cost

• Multi-year operating projections

• Planning-level operating pro forma(s)

• Capital investment estimates specific to use types

• Operating revenue and expense assumptions

• Maintenance considerations

• Funding strategies

• Implementation sequencing and planning

• Major financial risks and opportunities

• Long-term financial sustainability

Deliverables

• Financial Feasibility Analysis

• Operating Pro Forma(s)

• Financial Sustainability Recommendations

Task 7 – Funding Strategy and Implementation

The consultant shall identify potential funding opportunities to support implementation.

Funding sources may include:

• Federal grants

• State grants

• Historic preservation programs

• Arts and cultural funding

• Public-private partnerships

• Philanthropic/fundraising opportunities

• Other applicable funding sources

The consultant shall prepare a funding matrix identifying the program, eligibility, project applicability, estimated funding levels, required matching funds, application timing, competitiveness, and recommended strategy.

The consultant shall also prepare an Implementation Roadmap identifying immediate actions, short-term priorities, long-term milestones, procurement sequence and process, permitting considerations, partnership identification, funding strategy, and recommended timeline for implementation.

Deliverables

• Funding Matrix

• Implementation Roadmap

Task 8 – Procurement Documents and Final Report

Prepare draft procurement documents for the next phase of implementation.

This is anticipated to include Requests for Proposals (RFPs) for facility operations, property/building management, and tenant solicitation.

The consultant shall also prepare a Final Report documenting all findings and recommendations.

The report shall include the following:

• Executive Summary

• Existing Conditions

• Market Analysis

• Public Engagement

• Reuse Alternatives

• Governance Analysis

• Financial Analysis

• Funding Strategy

• Implementation Roadmap

• Recommended Next Steps

The consultant shall present the Final Report to the Union Building Rehabilitation Committee and Select Board.

Deliverables

• Draft RFP/RFQ Documents

• Final Feasibility Report

• Public Presentation

CONTENTS OF RESPONSE

1) Cover letter: Provide a letter of introduction with a brief description of your firm, indicating the primary office location for the performance of this project, the type of firm, areas of specialization, the project lead, and any other staff members that would be involved in the completion of the scope of services.

2) Firm Overview: Provide general information about the history of the firm, overview of qualifications pertinent to this solicitation, demonstration of comparable services for similar structures, and any other information related to the firm’s experience with financial analysis, reuse evaluation, market analysis, and identifying funding sources.

3) Key Personnel: Include the biographies of personnel to be assigned to the project during the specified project timeline and indicate what role these individuals will assume in the completion of the study. Directly outline how the experience and skills of these individuals and/or subconsultants would be employed to complete the scope of services outlined herein.

4) Sub-consultants: List and provide qualifications for all sub-consultants proposed to provide services for certifications not available amongst personnel of the principal firm.

5) Contact Information: Include a company name and address, a contact name and title of the principal individual responsible for the RFP response, appropriate phone numbers, fax numbers, email addresses and website addresses. Identify and provide contact information for any and all subconsultants that would be involved.

6) Understanding of the Scope of Services and Approach: Provide the firm’s understanding of the scope of work as described herein and approach to the Scope of Work proposed.

7) Project Schedule: Provide a project timeline/schedule detailing all proposed tasks to be performed to meet the required milestones identified herein. Include progress payment schedule with milestones. The tentative schedule and target milestone dates are as follows (excludes public and other outreach meetings to be scheduled in coordination with the selected firm):

• September 8, 2026: Response submission deadline o Week of September 21, 2026: Award contract o February 28, 2027 - Delivery of Draft Report to Union Building

Rehabilitation Committee for Review and Discussion o March 31, 2027: Completion of Final Report: Feasibility Study and

Business Planning for the Re-use and Cultural Activation of the Historic Union School Building

8) References: For the prime consultant and any sub-consultants, provide reference information and brief project descriptions for at least three (3) recent or current clients. Reference projects should be recently completed within the last seven (5) years and be similar in nature to the project described in this RFP.

9) Forms: All required forms including, but not limited to, Certificate of Non- Collusion, Revenue Enforcement and Protection Certification, Acknowledgement of Addenda (if applicable), and SOMWBA Certification (if applicable).

TIMELINE AND SUBMISSION PROCEDURES

This Request for Proposals can be found on the Town website at www.dunstable-ma.gov.

Qualified applicants shall submit separate price and non-price proposals to:

http://www.dunstable-ma.gov/

Town of Dunstable Attn: Jason Silva Town Administrator Dunstable Town Hall 511 Main Street Dunstable, MA 01827

Email: jsilva@dunstable-ma.gov for questions.

Proposals shall be received no later than 4 PM on Tuesday, September 8, 2026 at Dunstable Town Hall.

Technical Proposals should be submitted in a sealed envelope clearly marked “Union Building Technical Proposal” with the firm’s name clearly printed on the envelope.

Respondents should submit 8 hard copies and 1 digital copy of the technical proposal on a USB flash drive.

Price Proposals should be submitted as 1 original in a separate, sealed envelope clearly marked "Union Building Price Proposal" with the firm's business name clearly printed on the envelope.

MINIMUM QUALIFICATIONS

To be considered responsive, respondents shall demonstrate that they possess the qualifications, experience, and resources necessary to successfully complete the Scope of Services. At a minimum, respondents shall:

1) The firm/project manager/team must have at least five (5) years of experience in relevant practice areas on projects of similar size and scope.

2) The firm/team must have previous experience in similar projects. Successful completion of a minimum of three (3) similar projects within the last five (5) years is required, and completion of five (5) overall is desired.

3) The principal and project manager to be assigned to this project must be available for meetings with the Town on days or evenings, as required.

4) The firm/team must have proven experience in the public and/or private sector and in working with municipalities.

5) The volume of the proposed project managers and firm's current and projected workload must not adversely affect its ability to immediately initiate work and to follow through with the project in a timely and professional manner. The firm and all team members must be current staff members and capable of devoting a significant mailto:jsilva@dunstable-ma.gov amount of time to this project in order to complete the work within the schedule outlined in this RFP.

EVALUATION CRITERIA

The Town will determine the most advantageous proposal from a responsible and responsive proposer, taking into consideration price and all evaluation criteria set forth in the RFP.

1) Relevant experience of proposer and/or proposed project staff (30%):

Highly Advantageous: The proposer has at least five (5) years of experience consulting with municipalities on projects of similar size and scope to this project.

Advantageous: The proposer has at least three (3) years of experience consulting with municipalities on projects of similar size and scope to this project.

Not Advantageous: The proposer has less than three (3) years of experience consulting with municipalities on projects of similar size and scope to this project.

2) Project approach and understanding (30%):

Highly Advantageous: The proposal contains a clear and comprehensive plan that addresses all the project objectives stated in the RFP.

Advantageous: The proposal contains a clear plan that addresses most of the project objectives stated in the RFP.

Not Advantageous: The proposal does not contain a clear plan that addresses most of the project objectives stated in the RFP.

3) Staffing plan and methodology (20%):

Highly Advantageous: The proposal includes a detailed, logical, and highly efficient scheme for producing a complete report that addresses all the required issues.

Advantageous: The proposal includes a credible scheme for producing a complete report that addresses all the required issues.

Not Advantageous: The proposal is not sufficiently detailed to fully evaluate, or the plan does not contain all the components necessary to produce a complete report that addresses all the required issues.

4) Proposer's demonstrated ability to complete projects on a timely basis (10%):

Highly Advantageous: All of the proposer’s references indicate that the projects were completed on schedule or with minimal, insignificant delays.

Advantageous: Only one of the proposer’s references indicates that the project was completed with substantial delays attributable to the proposer, and no current project or project completed in the last three years experienced substantial delays attributable to the proposer.

Not Advantageous: Two or more of the proposer’s references indicate that the project was completed with substantial delays attributable to the proposer, and no current project or project completed in the last year experienced substantial delays attributable to the proposer.

5) References and past performance (10%)

Highly Advantageous: All references provide consistently positive feedback regarding the respondent’s technical competence, quality of work, communication, responsiveness, project management, ability to meet schedules and budgets, and overall satisfaction. References indicate the respondent successfully completed projects of similar size, complexity, and scope and would be retained again without hesitation.

Advantageous: References indicate satisfactory performance on comparable projects, with generally positive feedback regarding quality of work, communication, and project management. Minor issues, if any, were resolved in a timely and satisfactory manner.

References indicate they would consider retaining the respondent for future work.

Not Advantageous: References identify concerns regarding the respondent’s performance. References indicate they would be reluctant or unwilling to retain the respondent for future work.

Finalists may be required to appear for an interview.

SELECTION PROCESS AND TIMELINE

• August 7, 2026: RFP made available

• September 8, 2026: Proposals due at Dunstable Town Hall by 4 PM

• Week of September 7, 2026: Interviews, if the Town determines they are necessary and Evaluation Committee ranks proposals

• Week of September 21, 2026: Award contract

GENERAL REQUIREMENTS

1) Where required by law, contractors must possess a valid license/registration to perform services in the Commonwealth of Massachusetts. A copy of any required license/registration must be submitted with the bidder’s response.

2) Any and all work performed throughout the duration of the contract must be guaranteed by the contractor to be completed in a workmanship-like manner and according to applicable codes and industry-accepted standards. The contractor will supply all labor, equipment, materials, parts and supplies necessary to complete the project.

3) All work is to be quality work and shall be performed according to the standards of the industry and according to the plans, directions and instructions as presented by the authorized representatives of the Town of Dunstable.

4) The Contractor shall only use trained personnel who are directly employed and supervised by the Contractor. The Contractor shall not subcontract or sublet any portion of the work.

5) Review draft contract documents contained in the RFP for more information.

Certificate of Non-Collusion

The undersigned certifies under penalty 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.

Signature of person signing bid or proposal

Printed Name of person and title

Company name

Date

Revenue Enforcement and Protection Certification (REAP)

Pursuant to M.G.L. c. 62C, §49A, I certify under the penalties of perjury that, to the best of my knowledge and belief, the company, corporation, partnership or entity named below is in compliance with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

ENTITY NAME:

By: ____________________________________ ___________________________

Authorized signature Date

Name of person signing above (type/print)

Business address

Telephone Number

SOMWBA Certification

Date of Certification by State Office of Minority and Women Business Assistance

(SOMWBA)

Authorized Signature Date

Printed Name

PRICE PROPOSAL FORM

Request for Proposals for Feasibility Study and Business Planning for the Re-use and

Cultural Activation of the Historic Union School Building

BETWEEN THE TOWN OF DUNSTABLE

AND _____________________

In consideration of the mutual covenants herein contained, the Consultant agrees to furnish all labor, materials, equipment and insurance necessary to perform all of the services required, (the "Contract"), in a good and professional manner and in strict accordance with this Request for Proposals plus any addenda that may have been issued, each of which is incorporated by reference and made a part hereof, for the Proposed Contract Price indicated below and for a Contract Time beginning approximately September 21, 2026. Addenda will apply only if issued.

A. If addenda are issued, please note addenda numbers: ______________.

B. The Contract Price for Architectural and/or Planning Services is:

(In Words) (Dollar Amount)

C. The Consultant agrees to commence services on or about September 21, 2026 unless otherwise agreed to by the Town.

D. The Consultant agrees that, if it is selected as Consultant, it will, within three (3) business days after Notice of Award by the Town, furnish an insurance certificate evidencing the coverages required by the Town of Dunstable in the contract document and General Requirements.

E. The Consultant certifies under the penalties of perjury that this proposal is in all respects bona fide, fair and made without collusion or fraud with any other natural person, joint venture, partnership, corporation, or other business or legal entity.

F. The Consultant certifies it shall comply with the General Requirements regarding Nondiscrimination and Affirmative Action.

G. The Consultant hereby certifies, under the penalties of perjury, that to the best of its knowledge and belief, the Consultant has complied with any and all applicable state and local tax laws related to the taxes included in the following: G.L. c. 59 - Assessment of Local Taxes; and G.L. c. 62C, §2.

H. Attached to this proposal form please include a detailed budget for services required for the completion of this study, including a detailed lump sum listing of the cost for each activity/task referenced herein, and any other costs (such as travel costs and materials) that may be required to complete the study not to exceed $70,000.

I. The Consultant hereby certifies that the proposal as submitted is complete.

Name Date

Title Firm

Attachments:

Dunstable Union School Rehabilitation and Reuse Plan

Spencer, Sullivan & Vogt’s Exterior Envelope Conditions Assessment

TOWN OF DUNSTABLE

AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT (this “Agreement”) between the Town of Dunstable, a Massachusetts municipal corporation with a Massachusetts municipal corporation with a mailing address of 511 Main Street, Dunstable, Massachusetts 01827, acting by and through its ______________ (the “Town”), and ________________________, a Massachusetts ___________________ with a mailing address of ___________________ (the “Contractor”), is effective as of the _____ day of _______________, 20___ (the “Effective Date”). The Town and the Contractor are together the “Parties” and individually a “Party.” In consideration of the mutual covenants contained herein, the Parties agree as follows:

ARTICLE 1: SCOPE OF SERVICES:

The Town hereby retains the Contractor and the Contractor hereby agrees to provide professional _____________________ services for the Town as set forth in Exhibit A (the “Scope of Services”). The Contractor agrees that time is of the essence of this Agreement.

ARTICLE 2: PERFORMANCE STANDARD:

In the performance of the Services, the Contractor, and those it is responsible for, shall exercise the generally accepted professional standard of care ordinarily used by professionals performing a similar scope of services in the same geographic area on projects of comparable size and complexity. Substandard services shall be deemed a breach of this Agreement. By entering this Agreement, the Contractor represents to the Town that it has the skill, qualifications, experience, equipment, and workforce necessary to complete the Scope of Services.

ARTICLE 3: TERM

This Agreement shall commence on the Effective Date and continue until completion of the Scope of Services, or ________________, 20____, whichever occurs first (the “Term”), unless such term is extended by mutual agreement of the Parties.

ARTICLE 4: TERMINATION:

This Agreement may be terminated before the expiration of the Term as follows:

(a) By mutual written agreement, duly entered by the Town and the Contractor, upon such terms and conditions as may be acceptable to the Parties at the time of termination; or

(b) At any time, by the Town for convenience, in its sole and absolute discretion.

If this Agreement is terminated by the Town, the Contractor shall be entitled to compensation for services rendered up to the date of such termination.

ARTICLE 5: COMPENSATION:

(a) The Town shall pay the Contractor within thirty (30) days after receipt of an invoice, and based upon the fee schedule provided in Exhibit A.

(b) The Town shall not be obligated to pay more than _______________ Dollars

($_____________) in the aggregate for the Scope of Services.

ARTICLE 6: AVAILABILITY OF FUNDS:

The compensation provided by this Agreement is subject to the availability and appropriation of funds.

ARTICLE 7: CONTRACT DOCUMENTS:

The following documents form the entire contract between the Parties and all are as fully a part of this Agreement as if attached to hereto or repeated herein:

(a) ____________________;

(b) ____________________; and

(c) ____________________.

In the event of conflicting provisions, those provisions most favorable to the Town shall govern.

ARTICLE 8: INSURANCE:

Prior to commencement of the Scope of Services, the Contractor shall provide to the Town Certificates of Insurance for the following insurance coverages:

(a) Workmen’s Compensation coverage as required by statute;

(b) General Liability Insurance, $1,000,000 minimum limits per occurrence and $1,000,000 aggregate written on an occurrence basis, and listing the Town as an additional insured;

(c) Comprehensive Automobile Liability Insurance with coverage for bodily injury of $500,000 each person and $1,000,000 each accident and coverage for property damage of $1,000,000 each accident; and

(d) Professional Liability Insurance covering errors and omissions in the amount of $1,000,000 per each occurrence and $1,000,000 in the general aggregate.

All policies shall be written by a company licensed to do business in the Commonwealth of Massachusetts with a minimum A.M. Best rating of A- VII. The Contractor shall maintain these required insurance coverages at all times during the Term. The Town shall be a certificate holder of such insurance coverage and shall be entitled to notice of any cancellation of the policies within thirty (30) days of the effective date of such cancellation. The coverages and limits are to be considered minimum requirements under this Agreement and in no way limit the liability of the Contractor.

ARTICLE 9: INDEMNIFICATION:

Notwithstanding the availability and policy limits of any insurance and to the greatest extent allowed by law, the Contractor shall defend, indemnify, and hold harmless the Town, its officers, employees, agents, and representatives, from and against any and all claims, liens, liabilities, judgments, costs, expenses, and direct and consequential damages, including reasonable attorney’s fees, using the attorney of the Town’s choosing, arising out of or in any way related to the acts or omissions of the Contractor, including but not limited to bodily injury, personal injury, or property damage. The Contractor further agrees to reimburse the Town for damage to the Town’s property caused by the Contractor, its employees, agents, contractors, or materialmen. The foregoing express obligation of indemnification shall not be construed to negate or abridge any other obligation of indemnification running to the Town which would exist under applicable law.

This paragraph shall survive the termination of this Agreement.

ARTICLE 10: RIGHT TO MATERIALS AND DATA:

Upon the expiration or the termination of this Agreement for any reason, all data, drawings, schematic designs, specifications, reports, estimates, summaries, and other work product which have been accumulated, developed or prepared by the Contractor (whether completed or in process) shall become the property of the Town and the Contractor shall immediately deliver or otherwise make available all such material to the Town in formats chosen by the Town.

ARTICLE 11: EFFECT OF FINAL PAYMENT:

The acceptance of final payment under this Agreement by the Contractor shall constitute a waiver of all claims by the Contractor arising under this Agreement.

ARTICLE 12: RELATIONSHIP OF THE PARTIES:

The Parties acknowledge and agree that the Contractor is an independent contractor and no employee or agent of the Contractor shall establish an employee/employer relationship with the Town or be entitled to receive any benefits from the Town. Nothing in this Agreement shall be construed to create a relationship between the Contractor and the Town of a partnership, association, or joint venture.

ARTICLE 13: APPLICABLE LAW:

The Contractor agrees to comply with all applicable local, state and federal laws, regulations and orders relating to the completion of this Agreement. This Agreement shall be construed and governed by the laws of the Commonwealth of Massachusetts. All disputes arising under or out of this Agreement will be brought in courts of competent jurisdiction located within the Commonwealth of Massachusetts.

ARTICLE 14: ASSIGNMENT:

The Contractor shall not make any assignment of this Agreement without the prior written approval of the Town.

ARTICLE 15: ENTIRE AGREEMENT; AMENDMENTS:

This Agreement constitutes the entire agreement between the Parties and supersedes any and all other agreements, written or oral, between the Parties. No change or modification of this Agreement shall be valid unless it is in writing and duly entered by both Parties.

ARTICLE 16: HEADINGS:

The paragraph headings in this Agreement are for convenience only and in no way define limit or describe the scope or intent of any provisions or sections of this Agreement.

ARTICLE 17: SEVERABILITY:

If any provision or portion thereof, contained in this Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect, and will in no way be affected, impaired or invalidated so long as the underlying intent of this Agreement can be maintained.

ARTICLE 18: CONFLICT OF INTEREST:

The Contractor’s attention is called to M.G.L. c. 268A. The Contractor shall not act in collusion with any Town officer, agent, employee, or any party regarding this Agreement, nor shall the Contractor make gifts regarding this Agreement or any other matter in which the Town has a direct or substantial interest.

ARTICLE 19: CERTIFICATION AS TO PAYMENT OF TAXES:

Pursuant to M.G.L. c. 62C, § 49A, by signing this Agreement the Contractor certifies under penalties of perjury that it 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.

ARTICLE 20: NOTICE:

Except as otherwise provided in this Agreement, any notices given under this Agreement shall be addressed as follows:

If to the Town:

Town of Dunstable

ATTN: Town Administrator

Email: ________________

If to the Contractor:

ATTN: __________________

Email: ___________________

Notice shall be deemed given: (a) two (2) business days after the date when it is deposited with the U.S. Post Office, if sent by U.S. first-class or certified mail; (b) one (1) business day after the date when it is deposited with an overnight courier, if next business day delivery is required; (c) upon the date personal delivery is made; or (d) upon the date when it is sent by email, if the sender receives reply email confirming such delivery has been successful and the sender mails a copy of such notice to the other Party by U.S. first-class mail on such date.

ARTICLE 21: EXECUTION IN COUNTERPARTS:

This Agreement may be simultaneously executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument.

[Signatures on next page].

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year first above written.

Town of Dunstable [Contractor name]

By: ________________________________ Name:

Title:

By: ________________________________ Name:

Title:

Exhibits and Certificates

A. Scope of Services

B. Certificate of Non-Collusion

C. Certificate of Tax Compliance

D. SOMWBA Certification (if applicable)

Exhibit A

Scope of Services

Exhibit B

Certificate of Non-Collusion

The undersigned certifies under penalty 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.

Signature of person signing bid or proposal

Printed Name of person and title

Company name

Date

Attachment C

Revenue Enforcement and Protection Certification (REAP)

Pursuant to M.G.L. c. 62C, §49A, I certify under the penalties of perjury that, to the best of my knowledge and belief, the company, corporation, partnership or entity named below is in compliance with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

ENTITY NAME:

By: ____________________________________ ___________________________

Authorized signature Date

Name of person signing above (type/print)

Business address

Telephone Number

Exhibit D

SOMWBA Certification

Date of Certification by State Office of Minority and Women Business Assistance (SOMWBA)

Authorized Signature Date

Printed Name