Town of Watertown

Purchasing Department
Town Hall, 149 Main Street Watertown, Massachusetts 02472
Telephone 617-972-6414 Fax 617-972-6403 www.watertown-ma.gov

Request for Proposals Public Safety Study

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TOWN OF WATERTOWN REQUEST FOR PROPOSALS PUBLIC SAFETY STUDY

Pursuant to MGL Chapter 30B, the Town of Watertown, Massachusetts, is seeking proposals from qualified and experienced firms/Proposers to conduct a Public Safety Study of the Watertown Police and Fire Departments. The firm must have experience in evaluating Public Safety departments and operations. RFP packets will be made available to the public on Tuesday, April 12, 2011 beginning at 8:30 a.m. Monday Friday, at Town Hall, Purchasing Department, Lower Level, 149 Main Street, Watertown, MA, 02472 or at www.watertown-ma.gov/bids. Proposals are to be submitted by 11:00 a.m., Tuesday, May 10, 2011. Each firm must submit 8 (eight) hard copies and one electronic copy in Microsoft Word, or pdf format (either CD, DVD, flash drive or email), along with one separately sealed and clearly marked price proposal, all marked, Public Safety Study, Town of Watertown and delivered to the Town Hall, Purchasing Department, Lower Level, 149 Main Street, Watertown, MA, 02472 no later than 11:00 a.m. on Tuesday, May 10, 2011. No reference to pricing in the non-pricing technical proposal is allowed. Failure to adhere to this requirement will result in disqualification. It is the sole responsibility of the Proposer to insure that the proposal arrives on time at the designated locating. Late submittals will not be accepted. The contract will be awarded by the Town within forty (40) days after the proposal due date. The time for award may be extended up to fifteen (15) additional days by mutual agreement between the Town and the responsible Proposer. All costs incurred in the preparation and submission of proposals will be borne of the Proposer. If any changes are made to the Request for Proposal (RFP), an addendum will be issued. Proposers shall be responsible for ensuring that all addenda are in receipt prior to proposal deadline. The Town will require acknowledgement of all addenda in Attachment A, Price Proposal. Questions concerning the RFP must be submitted in writing to: Ms. Raeleen Parsons, rparsons@watertown-ma.gov before 11:00 a.m. Monday, May 2, 2011. Questions may be delivered, mailed, emailed or faxed. Written responses will be emailed to all Proposers on record as having picked up or have let the Purchasing Department be aware of the document being downloaded from the Town web site. Responses will be issued on or before 4:30, Thursday, May 5, 2011. If at the time of the scheduled proposal due date, the Town Hall is closed due to unforeseen circumstances, the bid due date will be postponed until 11:00 a.m. on the next normal business day. Proposals will be accepted until that date and time. After the proposal due date, the Proposer may not change any provision of the proposal in a manner prejudicial to the interests of the Town or fair competition. Minor informalities will be waived or the Proposer will be allowed to correct them. If a mistake and the intended proposal are clearly evident on the face of the proposal document, the mistake will be corrected to reflect the intended correct proposal, and the Proposer will be notified in writing.
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The Town may cancel the RFP, or reject in whole or in part and all proposals, if the Town determines that the cancellation or rejection serves the best interest of the Town of Watertown. All proposals submitted in response to this RFP must remain firm for ninety (90) days following the proposal due date. All proposals must be signed as follows: 1) if the Proposer is an individual, by her/him personally; 2) if the Proposer is a partnership, by the name of the partnership, followed by the signature of each general partner; and 3) if the Proposer is a corporation, by the authorized officer, whose signature must be attested to by the Clerk/Secretary of the corporation and the corporate seal affixed. Background The Town of Watertown is located in eastern Massachusetts in Middlesex County. It is bordered by Boston and Newton on the south, Belmont and Cambridge in the north and Waltham on the west. The Town occupies a land are of 4.16 square miles, 72 miles of roadway and has a population of 31,915. The major categories of employment for the Town are construction, manufacturing, trade transportation and utilities, financial activities, professional and business services, education and health services. One of the Honorable Town Councils Fiscal Year 2012 Budget Policy Guidelines is to proceed with a Public Safety Study to determine how to best deliver the level of service citizens want, more efficiently. Police, Fire and Dispatch together represent the Town of Watertowns biggest expenditure after Education. The Town of Watertowns General Fund Budget increased only 1.09% in the last two fiscal years, a .61% decrease in Fiscal Year 2010 and a 1.70% increase in Fiscal Year 2011. Local Aid to the Town of Watertown decreased $2.9M in these two (2) fiscal years and Economy Driven Revenues continued to decline. Some of the factors offsetting the above mentioned decreases are as follows: The Town of Watertown joined the Commonwealth of Massachusetts Group Insurance Commission; adoption of new Local Option Taxes; and no increase in base wages for Town employees in Fiscal Years 2010 and 2011. Police Department: In September 2010, the Watertown Police Department was relocated to a newly constructed Police Station located at 552 Main Street from the previous location at 34 John Sonny Whooley Way built circa 1930. The Fiscal Year 2011 Police Department General Fund Budget totals $7,270,782 and includes funding of 65 uniformed police officers. Employee benefits such as Health Insurance and Sick Leave Buyback are funded elsewhere within the General Fund Budget. Capital items such as infrastructure improvements and some equipment are included in the Towns Capital Improvement Program and funded elsewhere within the General Fund Budget. The composition of the 65 uniformed police officers is as follows: 1 Chief, 2 Captains, 6 Lieutenants, 9 Sergeants and 47 Patrol Officers. Staffing reductions of 8 Patrol Officer positions have occurred beginning in Fiscal Year 2009 through Fiscal Year 2011.

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Fire Department: The Watertown Fire Department is located at 99 Main Street, 564 Mount Auburn Street and 270 Orchard Street. The Fiscal Year 2011 Fire Department General Fund Budget totals $7,252,428 and the Town received a Stimulus Grant of $237,000 from the American Recovery and Reinvestment Act (ARRA) that is available to the Fire Department in Fiscal Year 2011. Employee benefits such as Health Insurance and Sick Leave Buyback are budgeted elsewhere within the General Fund Budget. Capital items such as infrastructure improvements, some equipment and apparatus acquisition/replacement are included in the Towns Capital Improvement Program and funded elsewhere within the General Fund Budget. The Fiscal Year 2011 Budget includes funding of 83 uniformed firefighters operating from three stations providing fire/rescue ambulance service while contracting services to ensure Advanced Life Support (ALS) services are provided to all residents and visitors. The Fire Chief completed a Standard of Response Coverage Report in 2008 which indicated 69% of the incidents in calendar year 2006 were EMS related. The composition of the 83 uniformed firefighters is as follows: 1 Chief, 4 Deputy Chiefs, 8 Captains, 15 Lieutenants and 55 Firefighters. Staffing reductions of 9 firefighter positions have occurred beginning in Fiscal Year 2009 through Fiscal Year 2011. Objective The objective of the Public Safety Study is to perform an assessment of the Watertown Fire Department and Police Department, including Dispatch Operations and identify opportunities for improvements in efficiency and cost effectiveness of operations to meet service needs for Watertown. Comparison of the Watertown public safety operations with similar communities and identify possible options for changes in organization, operations or mutual aid relationships, or consolidation of any duplicated services that improve cost effective delivery of public safety service would be considered. Scope of Services: The successful Proposer shall be responsible for performing a survey and analysis of operations, facilities, budget, organizational structure, management policies/rules/regulations, staffing and leave usage, functions and activities of both departments, including communications, and potential regionalization of any aspects, resulting in specific recommendations to improve the efficiency and effectiveness of both departments, for strategic directions, improvements, management action and budget impact. Specific items to be addressed should include, but not limited to, the following: 1. Identify Service needed for Watertown based on the characteristics of the community, statutory and regulatory requirements for response and delivery and comparison with current ability to fulfill the needs and expectations. 2. Identify the public safety risks and prioritize the level of risk that must be covered based on the data and operations of the public safety departments. The type, frequency, distribution, response times, mutual aid and/or contractor provided services, staffing policies, reporting of emergency and routine responses to all services will be included. 3. Define services performed by each department, any duplication of services, and services that are not currently provided, but are needed. 4. Review the current centralized dispatch operation located in the new police station for Watertown emergency public safety services, including the current organization, management/supervision,
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training, schedule and data/technology required for each department. Comparison with other similar communities and the possible feasibility of consolidation with other departments will be included for consideration. 5. Assess the current plan for deploying the required number of public safety officers and supervisors, along with vehicles/apparatus used and recommend cost effective alternatives based on the type of incident for each department. Evaluate whether there are recommended changes to improve efficiency and delivery of service. 6. Evaluate schedules for assigning required personnel, including appropriate staffing, supervisors, management, and support staff to respond from the initial call for routine and emergency service through to generating the incident report and findings, and any subsequent proceedings such as court appearance, legal action, or insurance resolution or inspection. 7. Identify the required staffing levels to meet the needs of the community in the most cost effective and complete manner and examine the use of overtime and leave time for each department and in Watertown and comparable communities including operating costs, personnel impacts, and impact on delivery of service and work load. 8. Evaluate feasible options for public safety service and delivery to determine whether services can be effectively shared with other public and/or private entities. Evaluate needs for service backups. Review the possibilities and cost implications of contracted services vs. staffing in each department. 9. Evaluate current and planned vehicle/apparatus configuration/ acquisition/replacement, maintenance and assignment practices to determine whether the existing operations are the most cost effective implementation. 10. Evaluation of Departmental policies and procedures and collective bargaining provisions that impact the efficient operations of the department and public safety service delivery. Review education and/or prevention training requirements, and funding allocation in comparison to other communities and standards. Include possible recommendations that may improve the current policies, procedures, training and delivery of services in the most cost effective manner. Tentative Timeline: RFP Available RFP Due Contract Award Work Begins Draft Report Due Final Report Due Contract Deliverables: Prior to starting the study, the successful Proposer will meet with the Evaluation Committee (EC) to review the plan to complete the work. The plan will include benchmark communities expected to be used in the plan and the schedule for deliverables proposed. The Consultant and Project Team Members will attend periodic meetings as requested by the Town Manager or his designee. Draft and final written reports by the Consultant will include the following: o Executive Summary o Scope of Work o Methodology o Facts & Findings o Conclusions, recommendations and financial estimates for recommendations
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April 12, 2011 May 10, 2011 June 15, 2011 July 12, 2011 September 13, 2011 October 4, 2011

Final Report and Presentation to Evaluation Committee: (To be presented to the EC one (1) week prior to the Town Manager and Town Council The Proposer shall submit to the Town twenty (20) bound copies (printed double sided) of the final study report, one (1) CD in Microsoft format containing the complete study report, one (1) CD in Microsoft PowerPoint format containing an outline of the complete study report. This outline will be utilized by the Proposer in both the final presentations to the EC, and the Town Manager and Town Council.

SUBMISSION OF PROPOSALS Each Proposer shall include in their proposal a plan to complete the work that includes a schedule and description of each deliverable. Each firm must submit 8 (eight) hard copies and one electronic copy in Microsoft Word, or pdf format (either CD, DVD, flash drive or email), along with one separately sealed and clearly marked price proposal, all marked, Public Safety Study, Town of Watertown and delivered to the Town Hall, Purchasing Department, Lower Level, 149 Main Street, Watertown, MA, 02472 no later than 11:00 a.m. on Tuesday, May 10, 2011. No reference to pricing in the non-pricing technical proposal is allowed. Failure to adhere to this requirement will result in disqualification. It is the sole responsibility of the Proposer to insure that the proposal arrives on time at the designated locating. Late submittals will not be accepted. The total number of public meetings/presentations that the consultant will attend during the study preparation process. The Proposer to be awarded the contract may be required to give presentations to the extent necessary to satisfy the Towns requirements or needs. Brief description of the Proposers qualifications and similar projects including: A brief history of the Proposers organization. Provide a brief description of up to five (5) representative projects that the Proposer has been involved with which are similar in nature to this project. Each project shall include the name of the project contact person, addresses, and telephone number as a reference. Include resumes of the individuals selected to work on this project and a list of projects they have worked on. Description of any expectations (financial or labor related) that the Proposer expects the Town to incur outside of this contract. Disclose any conditions (e.g. bankruptcy or other financial problems, pending litigations, impending merger) that may affect your organizations ability to perform contractually. List any actions taken by any regulatory agency or litigation involving the organization or its employees or agents with respect to any work performed. List any applicable insurance. Each Proposer must submit one copy of a similar study conducted for a municipality.

BASIS OF PROPOSAL SELECTION In an effort to reach a decision concerning the best qualified firms, the Evaluation Committee reserves the right to evaluate all factors it deems appropriate, whether or not such factors have been stated in this list of evaluation criteria. Based on the Proposals received, the Evaluation Committee will develop a short list of consultants to be interviewed. The consultants selected to be interviewed will be required to make a 20-minute presentation on their Proposal to the Evaluation Committee, followed by a 20-minute question and answer period. The contract award will be made by the Committee after it considers the following criteria:

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1. Preliminary Evaluation The Proposals will first be reviewed to determine if mandatory requirements are met and required information was submitted with Proposal. Failure to meet mandatory requirements will result in the Proposal being rejected. In the event that all Proposals do not meet one or more of the mandatory requirements, the Evaluation Committee reserves the right to continue the evaluation of the Proposals and to select the Proposal which most closely meets the requirements specified in the RFP. 2. Firm Experience Related experience in recent years with comparable sized communities and the firms experience and understanding of the concepts and requirements of the Towns Public Safety needs. 3. Assigned Project Staff - Professional and academic qualifications; specific experience as advisor to small and/or medium local or state governmental agencies in recent years; references provided for project leader; availability of both project leader and assigned staff to Department staff on short notice; and, management plan for assignment of work responsibilities between members of project team. 4. Responsiveness to Towns Needs Completeness and clarity of Proposals (both written and oral); and examples of comparable Public Safety Studies to the Town of Watertown with references/contacts. 5. Cost All prices, costs and conditions outlined in the separately Sealed Price Proposal shall remain fixed and valid for acceptance for 90 days starting on the due date for Proposals. The Town reserves the right to reject any and all Proposals and to negotiate the terms of the contract, including the award amount, with the selected firm prior to entering into a contract. A sample contract is attached. If contract negotiations cannot be concluded successfully with the desired Proposer, the Town may negotiate a contract with another Proposer. The Town may request additional information and/or clarification from any or all Proposers to this RFP.

PROPOSAL EVALUATION INFORMATION RATING COMPARATIVE CRITERIA All proposals will be reviewed in accordance with MGL Chapter 30B by the Evaluation Committee, and final selection will be based upon an evaluation and analysis of the information and materials required under the RFP. Proposals that meet the minimum criteria will be reviewed for responses to the comparative evaluation criteria. The Evaluation Committee will assign a rating of Highly Advantageous, Advantageous or Non Advantageous to each comparative evaluation criteria. INTERVIEWS Interviews may be required at the Towns discretion after review of the technical proposals. Companies to be interviewed will be provided with advance notice of at least five (5) working days. Presentations should include a 20 minute presentation with a 20 minute question and answer period to follow. COMPARATIVE EVALUATION CRITERIA COMPARATIVE EVALUATION CRITERIA 1. This portion of the proposal is intended to present a description of the Proposers qualification. 2 The Proposer should respond briefly to item listed in Comparative Evaluation Criteria, and include all requested documentation. 3 When preparing this portion of the proposal, the Proposer should clearly identify and respond to each evaluation criteria STANDARD REPORTS The Proposer shall include a copy of one (1) Public Safety Study report completed by their firm.
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QUESTIONNAIRE 1. Name of Firm/Individual 2. Address 3. Type of Organization

(Proprietorship, Partnership, Corporation, etc.)

4. Is your Firm SOMBA certified (MBE) 5. Federal ID No. 6. Is your Firm SOMBA certified (WBE) 7. Year Established 8. Name & Title of Principal to contact 9. Principal contacts telephone number 10. Principal contacts Fax Number 11. Principal contacts e-mail address 12. Key Persons, Specialists and Individuals in your firm to be assigned to this project: Name Title Project Role

Est. Hours

13. Key Persons, Specialists, Individuals in consultant firm (subcontractors) to be assigned to this project Name Title Project Role Est. Hours

Note: Include resume with Technical Proposal 14. Full time personnel in your firms office by discipline Average number employed throughout the preceding 6 month period. Indicate both the total number in each discipline and, within brackets, the total number holding MA. Registrations Discipline No. Emp MA Reg. . Discipline No. Emp MA Reg.

Total Personnel

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15. List any contracts, within the last 10 years, that have been terminated by an owner or your
firm prior to the full term of the agreement. Contract Title Name and Address of Owner Reason for Termination Contract Title Name and Address of Owner Reason for Termination the agreement. Contract Title Name and Address of Owner Reason for Not Completing Contract Contract Title Name and Address of Owner Reason for Not Completing Contract Year of Execution Owners Telephone Contract Value Year of Execution Owners Telephone Contract Value Year of Execution Owners Telephone Contract Value Year of Execution Owners Telephone Contract Value

16. List any contracts, within the last 10 years, where your firm did not complete the full term of

17. List any litigation by or against your firm, within the last 10 years, for breach of contact.
Litigation Initiated By Address Telephone Status of Litigation

18. Within the last 10 years, has your firm filed for bankruptcy protection? If yes, what is the
current status?

19. Principal Business of this Firm and Principal Specialization: 20.

Names & Titles of all Partners or Directors % Stock Ma. Reg. No. Discipline

As the authorized agent for the Proposer, I attest and swear to the accuracy of the information supplied in this questionnaire under the penalty of perjury.
_______________________________________ Signature __________________________________________ Printed Name and Title Date

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Note: If additional space is necessary, please attach additional 8 x 11 sheets to this questionnaire REFERENCES The Proposer shall provide a list of references that can be contacted during the RFP process. All of the references must be customers for which the Proposer is/has provided services similar to those outlined in the RFP. Include the customer name, contact person, his/her title, address and telephone number. (see Attachment C)

Information obtained from reference checks will be utilized in the evaluation. ADVANTAGEOUS At least 3, but less than 6 references from municipalities requiring similar services Contact information complete NON ADVANTAGEOUS No references from municipalities requiring similar services

HIGHLY ADVANTAGEOUS 6 or more references from municipalities requiring similar services Contact information complete

COMPLETENESS OF PROPOSAL RATING Highly Advantageous Advantageous Non Advantageous COMPLETENESS OF PROPOSAL All Requirements, Questionnaire, Comparative Criteria and forms submitted complete and as requested in the RFP All Requirements, Questionnaire, Comparative Criteria and forms submitted complete and as requested in the RFP with minor informalities. Requirements, Questionnaire, Comparative Criteria and forms submitted incomplete and not in the form requested in the RFP

PROPOSERS EXPERIENCE (FIRM) RATING Highly Advantageous Advantageous Non Advantageous YEARS OF RELATED EXPERIENCE More than five years of experience providing Public Safety Study Services More than three, but less than five years of experience providing Public Safety Study Services Less than three years of experience providing Public Safety Study Services

PROPOSERS EXPERIENCE (PROJECT MANAGER) RATING Highly Advantageous Advantageous Non Advantageous YEARS OF RELATED EXPERIENCE More than five years of experience providing Public Safety Study Services More than three, but less than five years of experience providing Public Safety Study Services Less than three years of experience providing Public Safety Study Services ATTACHMENTS Attachment A Attachment B Attachment C Attachment D Price Proposal Form (must be provided in a separate and sealed envelope) Non-Collusion/State Tax Status/Authority/Corporate Vote Form Reference Form Sample Agreement
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ATTACHMENT A PUBLIC SAFETY STUDY PRICE PROPOSAL FORM Task 1 2 3 4 5 Task Description Management Staffing Services/Practices Presentation Materials Grand Total Cost

This RFP includes addenda numbered Company Name of Proposer Address

Signature of Company Official: Printed Name of Company: Title of Company Official: Phone Number: Name of Person Assembling Proposal: Title: Phone Number: Email Address:

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ATTACHMENT B PUBLIC SAFETY STUDY

CERTIFICATE OF GOOD FAITH AND NON-COLLUSION, TAX COMPLIANCE, AUTHORITY The undersigned certifies under the pains and penalties of perjury that the proposal is in all respects bona fide, fair and made without collusion or fraud with any other person. As used in this paragraph, the word person shall mean any natural person, joint venture, partnership, corporation, or other business or legal entity. Pursuant to M.G.L. Chapter 62C, Section 49A(b), the undersigned certifies under the pains and penalties of perjury that the contractor named below has complied with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support. The Undersigned certifies under the pains and penalties of perjury that he/she is authorized on behalf of the contractor named below to submit bids and proposals and execute contracts in the name and on behalf of said contractor. If the bidder is a corporation, whose signature must be attested by the clerk/secretary of the corporation and the corporate seal affixed. ______________________________________ Social Security or Federal Identification Number _______________________________________ Company Name _______________________________________ Printed Name of Signer _________________ Date CERTIFICATE OF VOTE (required if Contractor is a Corporation) _____________________________ Signature

I, ____________________, hereby certify that I am duly qualified and Acting Secretary of ________________________ and I further certify that a meeting of the Directors of said Company, duly called and held on __________________, at which all Directors were present and voting, the following vote was unanimously passed: Voted to authorize and empower the person signing the Bid Certification Sheet on behalf of the Corporation. I further certify that the above vote is still in effect and has not been changed or modified in any respect.

BY: ________________________ (Secretary of Corporation)

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ATTACHMENT C PUBLIC SAFETY STUDY

REFERENCE FORM: Municipality Service Provided Contact Person & Title Phone Number

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ATTACHMENT D SAMPLE AGREEMENT

TOWN OF WATERTOWN MASSACHUSETTS SAMPLE AGREEMENT PUBLIC SAFETY STUDY

THIS AGREEMENT made this day of 2011, 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, hereinafter referred to as the Town and having a usual place of business at , hereinafter referred to as the Vendor. WITNESSETH: WHEREAS, the Town invited the submission of proposals for a Public Safety Study, 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 Vendors Proposal. The , constitute the entire Agreement between Agreement, and proposal submitted by the parties concerning the work, and all are as fully a part of this Agreement as if attached hereto. The Work. The Work consists of furnishing: a PUBLIC SAFETY STUDY. Term of Contract. This Agreement shall be in effect beginning earlier pursuant to the terms thereof. 2011 2011 unless terminated

2. 3.

4. 5. 6.

Compensation. The Town shall pay, as full compensation for items and/or services/ as provided in the proposal or negotiated: Payment of Compensation. The Town shall make payments within thirty (30) days after its receipt of Invoice. Liability of the Town. The Towns 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. 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.
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7.

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 attorneys fees, arising out of the Vendors breach of this Agreement or the negligence or misconduct, or the Vendors agents or employees. 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, 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: Massachusetts Mandatory coverage as required by the Commonwealth of

9.

B. All policies shall identify the Town as additionally insured (except Workers Compensation) and 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. 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 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 satisfactory work completed 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 al satisfactory work completed 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. Whenever requested, Vendor shall immediately furnish to t he Town full and complete written reports of his operation under this Agreement in such detail and with such information as the Town may request.

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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. I certify that an appropriation is available in the amount of this agreement. Town Auditor Approved as to Form: Town Attorney TOWN OF WATERTOWN, MA By:

Michael J. Driscoll, Town Manager

Vendor, Firm Name By: Name: Authorized Signature

(Type or Print)
Title: Address:

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