HomeMy Public PortalAboutRFP TOWN MANAGER RECRUITMENT CONSULTANT FINAL TOWN OF WATERTOWN
149 Main Street
Watertown,MA 02472
ADVERTISEMENT FOR REQUEST FOR PROPOSALS
TOWN MANAGER RECRUITMENT CONSULTANT
The Town of Watertown is seeking the services of a search firm or consultant to assist with the
recruitment of a new Town Manager. The Request for Proposals (RFP) will be available in the
Purchasing Department, Watertown Town Hall, 149 Main Street, Watertown MA 02472, after
8:30 AM on September 7, 2021.The RFP is available via email by contacting
nurchasinO&watertown-ma.2ov.
Inquiries involving procedural or technical matters 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 directed via US Mail, fax or email
to: Town of Watertown, Purchasing Department, Watertown Town Hall, 149 Main Street,
Watertown,MA 02472; fax: 617-972-6414, email: purchasing a,watertown-ma.aov.
Proposals will be received until 1:00 pm (EST) on Tuesday, September 21, 2021. E-MAILED
AND 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 to the Purchasing
Department.
Interviews of qualified proposers will be held the end of September to beginning of
October. The award dthis contract, if any, will be no later than forty-five (45) days after
the deadline for the submission of proposals.
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TOWN OF WATERTOWN
Purchasing
149 Main Street
Watertown, MA 02359
REQUEST FOR PROPOSALS
SEARCH FIRM TO ASSIST WITH TOWN MANAGER RECRUITMENT
OVERVIEW
The Town of Watertown is seeking to recruit a Town Manager, the second in the Town's history.
The Town, with over 35,000 residents, is governed by a Town Council form of Government.
The eleven member Town Council appoints the Town Manager, who acts as the Town's chief
administrative and executive authority pursuant to the Town's Home Rule Charter. The Town
Council undertakes legislative action and provides policy direction to the Town Manager. The
Town Manager oversees the Town's administrative staff and appoints members of Town Boards
and Commissions, subject to approval of the Town Council.
The Town seeks a search firm or consultant to assist the Town Council with the successful
recruitment and appointment of a new Town Manager. The Scope of Services provided herein
outlines the duties of such search firm or consultant. It is important that the process includes
public participation and input from a wide variety of stakeholders.
SCHEDULE AND TIME LINE
The Request for Proposals (RFP) will be available in the Watertown Purchasing Office,
Watertown Town Hall, 149 Main Street, Watertown MA 02472, after 8:30:00 AM on September
7, 2021. The RFP is available via email by contacting Purchasing at purchasing@watertown-
ma.gov.
Inquiries involving procedural or technical matters 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 directed to:
Town of Watertown
Purchasing Department
Watertown Town Hall
149 Main Street
Watertown, MA 02472
Fax: 617-972-6413
Email: nurchasin2 aawatertown-ma.aov
Proposals will be received until 1:00 pm(EST) on Tuesday, September 21, 2021.
E-MAILED AND 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.
Interviews of qualified proposers will be held during the month of October. The award of
this contract, if any, will be no later than thirty (30) days after the deadline for the
submission of proposals. In accordance with the provisions of M.G.L. c.30B, §9, the Town
of Watertown 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.
SCOPE OF WORK
The Town of Watertown(Town) seeks proposals from recruitment firms and search consultants
experienced inrecruiting municipal executives in Massachusetts to assist the Town in recruiting
highly qualified candidates for Watertown's next Town Manager.
The Consultant shall work with the Town Councilors, Senior Staff of the Town and an appointed
Screening Committee, as determined by the Town Council,to actively source,recruit, evaluate
suitability of, interview and refer qualified candidates to the Town of Watertown 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 Town Councilors, Senior Staff and designated Screening
Committee, as deemed necessary by the Town Council, in soliciting community input
and feedback regarding the traits and management style desired in a new Town
Manager. This item shall include assistance indeveloping the process for soliciting
opinions, creating vehicles for eliciting stakeholderfeedback and compiling results and
publishing conclusions. Consultant will present a written report to the Town Councilors
with findings and recommendations from stakeholder interviews and other information
gathering efforts.
• Consultant shall assist the Town Councilors in establishing selection criteria for
evaluating Town Manager candidates.
• Consultant shall work with the Town Councilors and current Town Manager to develop
descriptive documents for prospective candidates. The descriptive documents shall
include background statements 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 conduct networking and other search activities to generate a diverse pool
of highly qualified prospective candidates who meet the Town Councilor's selection
criteria. These activities shall include, at a minimum, publishing the vacancy using
regional and national means. Consultant shall focus on identifying potential candidates,
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screening them for suitability with the Town of Watertown,motivating them to
interview for the position of Town Manager.
• Consultant shall work with Town Councilors, and Screening Committee to review
resumes of qualified applicants, schedule interviews with the Screening Committee and
then, for finalists, with the Town Councilors. Consultant shall provide training and
guidance to the Screening Committee and Town Councilors in areas of human resources
best practices and legal requirements and instructions applicable though the process.
• Consultant shall check references on finalist, extend the offer of employment, review
benefits, and generally assist in the hiring process in ways and at the times requested by
the Town Councilors or the Town's HR department.
• 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.
• Consultant shall act at all times in an attentive, ethical, and responsible manner so as to
represent the Town of Watertown with the utmost concern for its interests, goals and
image with candidates, other communities, and members of the general public.
The Town Councilors reserves the right to not hire any of the candidates provided by the consultant.
The Town Councilors reserves the right to hire a candidate not recommended or provided by the
consultant.
PROPOSAL SUBMISSION REOUIREMENTS
Failure to submit documents requested may result in the Town's determination that a proposal is
nonresponsive unless the Town deems such a failure to be a minor informality.
There are two components to the Proposal to be provided separately:
A) Technical Proposal, including information about the proposer, references, and
the services to be provided; and
B) Price Proposal, including a fixed price fee 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:
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• 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 Watertown.
• 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 Watertown 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 the consultant's approach to ensuring community involvement and
input;
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 Contracts, including name, address and telephone number, of all
communities for which the firm has provided similar Town Manager or Town
Administrator search services during the past five (5) years and specific persons
to contact;
o References, for a minimum of three (3) comparable executive search projects
completed in the past five (5) years;
o Promotional Material, include 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)
B) PRICE PROPOSAL
• The Price Proposal form, included as Attachment C, must be completed and included as
the proposer's Price Proposal to prove responsiveness to this requirement. 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 marked as
specified below.
• 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 Proposals is canceled, whichever occurs first.
• Price Proposals submitted without the required form or including other conditions of
pricing may be deemed non-responsive.
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PROPOSAL SUBMITTAL
Technical and Price Proposals must be submitted in separate sealed envelopes and plainly
marked as follows: "TECHNICAL PROPOSAL -Watertown Town Manager Search
Consultant", and"PRICE PROPOSAL - Watertown 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 with one(1) original, eleven
(11)hard copies, and one (1) thumb drive.
• Price Proposals should be submitted in a sealed envelope containing one (1) signed original.
• Both sealed proposals must be submitted together in one envelope or mailer and received
in the Purchasing Department office no later than 1:00 p.m. (EST), Tuesday, September
21, 2021 addressed to:
Town of Watertown
Purchasing Department
Watertown Town Hall
149 Main Street
Watertown, 02472
E-MAILED AND FAXED PROPOSALS WILL NOT BE ACCEPTED. ANY PROPOSALS
DELIVERED AFTER THE SUBMITTAL DEADLINE WILL NOT BE COSIDERED AND
WILL BE RETURNED UNOPENED.
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. There will be no public opening of proposals. The names and addresses of all parties
submitting proposals will be recorded and the proposals will then be provided to the Town
Councilors and/or their designees selected to evaluate the proposals.
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 area or contemplated service.
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EVALUATION OF PROPOSALS
Technical Proposals will be opened and evaluated by the Town Council 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
Advantageous
Not Advantageous
Unacceptable
Proposer's Networking 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 Experience/Kev 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 three (3)
successful searches for a Town Manager/Town Administrator in Massachusetts, one of
which must have been for a municipality of similar size and demographics to
Watertown. 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 two(2) 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.
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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 successful executive
searches 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 Approach to Ensuring Communitv Involvement
Highly Advantageous: The Proposal provides more than three (3)project examples
where the proposed Lead Consultant for Watertown Town Manager/Town
Administrator search has organized,trained, and facilitated working groups as part of
an executive search process, with one (1) of these examples leading to the hiring of a
Town Manager/Town Administrator.
Advantageous: The Proposal provides three (3)project examples where the proposer
Lead Consultant for Watertown Town Manager/Town Administrator search has
organized,trained, and facilitated working groups as part of an executive search process,
with one(1)of these examples leading to the hiring of a Town Manager/Town
Administrator.
Not Advantageous: The Proposal provides fewer than three(3)project examples where
the proposer Lead Consultant for Watertown Town Manager search has organized,
trained, and facilitated working groups as part of an executive search process, with one
(1) of these examples leading to the hiring of a Town Manager.
Unacceptable: The Proposal provides fewer than three (3) project examples where the
proposed Lead Consultant has organized, trained and facilitated working groups as part
of an executive search process,none of which has led to the hiring of a Town Manager.
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 Watertown's Town Manager search.
Advantageous: The Proposal includes an outline of some candidate recruitment
strategies and an implementation plan that includes some milestones for Watertown's
Town Manager search.
Not Advantageous: The Proposal lacks specific candidate recruitment strategies or
specific milestones for Watertown's Town Manager search.
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Unacceptable: The Proposal does not include any information about a proposed
implementation plan and schedule.
Pr000ser'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 time frame 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.
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 searches
with the proposal, at least one (1) of which involves a Town Manager 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.
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 D: Proposer's
Networking Strategies, Proposer's Experience/Key Personnel, Proposer's Approach to Ensuring
Community Involvement,Proposer's Implementation Plan and Schedule,Proposer's Recruitment
Materials, and Proposer's References.
The Town of Watertown Town Council and/or its designees will invite the top three ranked
Proposers tobe interviewed, who submitted the most advantageous Technical Proposals,
taking into consideration all of the Technical Proposal criteria, and have most advantageous
overall evaluation ratings. Interviews will be ranked as follows:
Highly Advantageous: The Lead Consultant for this project was present, clearly stated a
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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.
At the conclusion of the interviews, a composite rating will be assigned to each interviewed
Proposer. After review of the composite ranking of the Technical Proposal and interviews, the
Price Proposals will be opened and evaluated by the evaluation team .
CONTRACT AWARD
The contract will be awarded to that Proposer deemed by the Town Council to have submitted
the most advantageous proposal taking into consideration all of theTechnical Proposal criteria
and Proposers' interviews in addition to the Price Proposals. In accordance with the provisions
of G.L. c. 3013, sec. 9, the Town of Watertown reserves the rightto waive any informalities in
any or all proposals, or to reject any or all proposals, if it be in thepublic's best interest to do so.
TERM OF THE CONTRACT
It is anticipated that work under this contract shall begin approximately October 4, 2021 and
shall be completed on or before January 14, 2022, unless otherwise extended by the Town. If the
selected candidate begins work in Watertown, 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.
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ATTACHMENT A
(To be submitted with the TECHNICAL PROPOSAL)
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, or other organization, entity, or group or individuals.
Name of person signing bid or proposal:
Name of Business Entity(if any):
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ATTACHMENT B
(To be submitted with the TECHNICAL PROPOSAL)
CERTIFICATE OF TAX COMPLIANCE
Pursuant to MG 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
By: 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 GL c. 62C, § 49A.
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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:
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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 andmust
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 Watertown Town Manager search:
$ Total Fixed Fee Contract Price
Total Fixed Fee Contract Price in words:
Signature:
Date: Title:
Company: Tel: Fax:
Address: City:
State: Zip:
Email
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ATTACHMENT E
Technical Proposal Rating Sheet
Each element of the Technical Proposal must be rated using the following scale:
Highly Advantageous - 3
Advantageous - 2
Not Advantageous - 1
Unacceptable - 0
Name of Proposer
Attachment F
1630
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TOWN OF WATERTOWN MASSACHUSETTS
AGREEMENT
CONSULTING SERVICES FOR TOWN MANAGER SEARCH
THIS AGREEMENT made this day of October.2021.by and between the Town of Watertown,a municipal corporation duly organized
under the laws of Massachusetts and having a usual place of business at 149 Main Street in said Watertown,MA,02472,hereinafter referred to as the
"Town"and having a usual place of business at
WITNESSETH:
WHEREAS,the Town invited the submission of proposals for CONSULTING SERVICES FOR TOWN MANAGER SEARCH.hereinafter"the
Project";and
WHEREAS,the Vendor submitted a proposal to provide the services required for the Project,and the Town has decided to award the contract
therefore to the Vendor.
NOW,THEREFORE,The Town and Vendor agree as follows:
1. Contract Documents.The Contract Documents consist of this Agreement,and the Vendor's Proposal. The Agreement and proposal submitted
by constitute the entire Agreement between the parties concerning the work,and all are as fully a part of this
Agreement as if attached hereto.
2. The Work. The Work consists of furnishing: CONSULTING SERVICES FOR TOWN MANAGER SEARCH
3. Term of Contract. This Agreement shall be in effect October through Tanuary 14.2022_unless otherwise extended by the Town.
4. Compensation. The Town shall pay,as full compensation for items and/or services furnished and delivered in carrying out this agreement the
costs as provided in the proposal and not to exceed$
5. Payment of Compensation. The Town shall make payments within thirty(30)days after its receipt of Invoice.
6. Liability of the Town. 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.
7. Independent Vendor. The Vendor acknowledges and agrees that it is acting as an independent Vendor for all work and services rendered
pursuant to this Agreement and shall not be considered an employee or agent of the Town for any purpose.
8. Indemnification. The Vendor shall indemnify,defend,and hold the Town harmless from and against any and all claims,demands,liabilities,
actions,causes of action,costs and expenses,including attorney's fees,to the extent caused by the Vendor's breach of this Agreement or the
negligence or misconduct,or the Vendor's agents or employees.
9. Insurance. A.The Vendor shall obtain and maintain during the term of this Agreement the insurance coverage in companies licensed to do
business in the Commonwealth of Massachusetts,except that insurance markets based in London,and/or the domestic surplus lines markets
that operate on a non-admitted basis are exempt from this requirement,provided that the Vendor's broker can provide financial data to
establish that a market is equal to or exceeds the financial strengths associated with the A.M.Best rating of A:VI or better,and acceptable to the
Town,as described below:
General Liability: $1,000,000 per occurrence
$2,000,000 general aggregate
$1,000,000 professional liability
$2,000,000 minimum umbrella/excess
Workers'Compensation: Mandatory coverage as required by the Commonwealth of Massachusetts
B.All policies shall identify the Town as additionally insured(except Professional Liability and Workers'Compensation) and Vendor shall
provide that the Town shall receive written notification at least 30 days prior to the effective date of any amendment or cancellation.
Certificates showing evidence of such coverage shall be provided to the Town upon the execution of this Agreement. To the extent
permissible,each such certificate shall specifically refer to this Agreement and shall state that such insurance is as required by this Agreement.
Failure to provide or to continue in force such insurance shall be deemed a material breach of this Agreement and shall be grounds for
immediate termination.
10. Assignment. The Vendor shall not assign,sublet or otherwise transfer this Agreement,in whole or in part,without the prior written consent of
the Town,and shall not assign any of the moneys payable under this Agreement,except by and with the written consent of the Town.
11. Termination.A.Termination for Cause. If at any time during the term of this Agreement the Town determines that the Vendor 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 Vendor in
writing stating therein the nature of the alleged breach and directing the Vendor to cure such breach with ten(10)days. The Vendor specifically
agrees that it shall indemnify and hold the Town harmless from any loss,damage,cost,charge,expense or claim arising out of our resulting
from such breach regardless of its knowledge or authorization of the actions resulting in the breach. If the Vendor 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 Vendor specifying the effective date of the termination. Upon receipt of said notice,the Vendor 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 Vendor up to the ate of such termination,
and the Vendor shall be liable to the Town for any reasonable 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 Vendor shall be entitled to compensation
for all work completed in accordance with the terms of the agreement prior to the termination date,as determined by the Town.
B. Termination for Convenience. The Town may terminate this Agreement at any time for convenience by providing the Vendor written
notice specifying therein the termination date which shall not be sooner than ten(10)days from the issuance of said notice. Upon receipt of
said notice,the Vendor shall cease to incur additional expenses in connection with this Agreement. Upon such termination,the Vendor shall be
entitled to compensation for all work completed in accordance with the terms of the Agreement prior to the termination date,as determined by
the Town,such payment not to exceed the fair value for the services provided hereunder.
12. Inspection and Reports. The Town shall have the right at any time to inspect work of the Vendor,including the right to enter upon any
property owned or occupied by Vendor,whether situated within or beyond the limits of the Town,provided the Town executes a
commercially-reasonable confidentiality and non-disclosure agreement prior to entering Vendor's property. Whenever requested,Vendor shall
immediately furnish to the Town full and complete written reports of his operation under this Agreement in such detail and with such
information as the Town may request.
13. Successor and Assigns.This Agreement is binding upon the parties hereto,their successors,assigns and legal representatives. Neither the Town
nor the Vendor shall assign or transfer any interest in this Agreement without the written consent of the other.
14. Compliance with Laws.The Vendor shall comply with all Federal,State and Local laws,rules and regulations and orders applicable to the work
provided pursuant to this Agreement,such provisions being incorporated herein by reference,and shall be responsible for obtaining all
necessary licenses,permits,and approvals required for the performance of such work.
15. Notice. Any and all notices,or other communications required or permitted under this Agreement,shall be in writing and delivered by hand or
mailed postage prepaid,return receipt requested,by registered or certified mail or by other reputable delivery service,to the parties at the
addresses set forth on Page 1 or furnished from time to time in writing hereafter by one party to the other party. Any such notice or
correspondence shall be deemed given when so delivered by hand,if so mailed,when deposited with the U.S.Postal Service or,if sent by
private overnight or other delivery service,when deposited with such delivery service.
16. Severability. 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.
17. Governing Law.This Agreement shall be governed by,construed and enforced in accordance with the laws of the Commonwealth of
Massachusetts and the Vendor submits to the jurisdiction of any of its appropriate courts for the adjudication of disputes arising out of this
Agreement.
18. Entire Agreement. This Agreement,including all documents incorporated herein by reference,constitutes the entire integrated Agreement
between the parties with respect to the matters described. This Agreement supersedes all prior agreements,negotiations and representations,
either written or oral and it shall not be modified or amended except by a written documents executed by the parties hereto.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on this day and year first above written.
1 certify that an appropriation is TOWN OF WATERTOWN,MA
available in the amount of this
agreement.
By:
Michael J.Driscoll,Town Manager
Town Auditor
Approved as to Form:
Vendor,Firm Name
Town Attorney By:
Authorized Signature
Name:
(Type or Print)
Title:
Address:
END