TOWN OF WAYLAND REQUEST FOR PROPOSALS RFP #16-13 PAYROLL SERVICES

TOWN OF WAYLAND REQUEST FOR PROPOSALS RFP #16-13 PAYROLL SERVICES Elizabeth Doucette Procurement Specialist 508-358-6821 edoucette@wayland.ma.us September 3, 2015 Proposals must be received by Thursday, September 17, 2015 at 1:00 pm

Table of Contents Table of Contents... 2 I. SCOPE OF SERVICES... 4 II. SUBMISSION OF TECHNICAL AND PRICE PROPOSALS... 12 III. TECHNICAL PROPOSAL CONTENT... 13 IV. PRICE PROPOSAL CONTENT... 13 V. MINIMUM SUBMISSION REQUIREMENTS... 13 VI. REVIEW OF PROPOSALS AND EVALUATION PROCESS / SCHEDULE... 13 VII. COMPARATIVE EVALUATION CRITERIA... 14 VIII. APPENDIX... 15 SAMPLE AGREEMENT OF TECHNICAL SERVICES... 15 CERTIFICATE OF NON-COLLUSION... 19 CERTIFICATE OF TAX COMPLIANCE/TAX ATTESTATION... 19 CERTIFICATE OF AUTHORITY... 20

RFP #16-13 REQUEST FOR PROPOSALS PAYROLL SERVICES LEGAL NOTICE TOWN OF WAYLAND ADVERTISEMENT RFP # 16-13 Request for Proposals The Town of Wayland, Massachusetts, the Awarding Authority, as represented by the Wayland Board of Selectmen, is seeking proposals from qualified firms for the Provision of Payroll Services. Beginning September 3, 2015, copies of the Request for Proposals may be obtained on the Town s website at www.wayland.ma.us/bids by selecting 16-13-RFP Payroll Services or at the Office of the Board of Selectmen, 1 st Floor, Town of Wayland, Wayland Town Building, 41 Cochituate Road, Wayland, Massachusetts 01778, Monday 8:00 am 7:00 pm, Tuesday- Thursday 8:00 am 4:00 pm, and Friday 8:00 am 12:30 pm. Proposals will be received at the Office of the Board of Selectmen, 1 st Floor, Town of Wayland, Wayland Town Building, 41 Cochituate Road, Wayland, Massachusetts 01778 until 1:00 pm on Thursday, September 17, 2015. The Town reserves the right to reject any and all proposals, in whole or in part, as determined to be in the best interest of the Town and to waive minor informalities. Elizabeth Doucette Procurement Specialist 508-358-6821 For publication in the Wayland Town Crier, Thursday September 3, 2015 For publication in Goods & Services Bulletin, Monday, August 31, 2015

RFP #16-13 REQUEST FOR PROPOSALS PAYROLL SERVICES The Town of Wayland, through its Town Administrator, is seeking proposals from qualified firms for the Provision of Payroll Services in a safe and efficient manner and in compliance with all applicable laws and regulatory requirements. The contract will be for a period of One (1) year with Two (2) one-year renewal options, by mutual agreement. Firms possessing the necessary qualifications, experience, and technical expertise are invited to submit proposals for the provision of Payroll Services in accordance with this RFP and the Proposal Submission requirements detailed in the RFP document. Proposals shall be submitted in two separate parts consisting of a Technical Proposal and a Price Proposal, as described below, and are due at the Office of the Board of Selectmen, 1 st Floor, Town of Wayland, Wayland Town Building, c/o Ms. Elizabeth Doucette, Procurement Specialist, 41 Cochituate Road, Wayland, MA 01778 on or before Thursday, September 17, 2015 at 1:00 p.m. Any questions regarding this Request for Proposals shall be directed in writing no later than Tuesday, September 1, 2015, 1:00 p.m., to Ms. Elizabeth Doucette, Procurement Specialist, 41 Cochituate Road, Wayland, MA 01778 or via email to edoucette@wayland.ma.us. All questions will be answered via addendum to all perspective Proposers. No addenda will be issued within 72 hours of the proposal submission date, with the exception of an addendum to extend the proposal deadline. I. SCOPE OF SERVICES The Town of Wayland seeks a qualified firm to provide Payroll Services. Background: The Town requires one payroll to be administered bi-weekly. The Town has approximately 730-760 employees who are paid bi-weekly; approximately 500+ school employees and 200+ Town employees. Approximately 700 employees receive a direct deposit each pay period. Approximately 50 employees receive a check each pay period.

Both the town and the school have a combined bi-weekly payroll. The typical payroll periods in a given year are 26. The town processed approximately 1,100 W-2s in 2014. The School Department runs the balloon payment each June which pays the teachers 5 to 6 weeks of payroll. PAYROLL PROCESS REQUIREMENTS- Section 1 1) The successful bidder will process payroll on time and accurately with minimal adjustments, print all check advices and generate all related reports. 2) The successful bidder will offer a web-based solution for outsourcing payroll. 3) The successful bidder will automatically calculate the overtime, and has the ability to identify overtime pay as a separate item on pay advice. 4) The successful bidder will have a one stop shop for all employment-related transactions: hiring, time off requests, status changes, address changes and payroll history. 5) The successful bidder will provide bi-weekly payroll registers broken down by department and also provide a bi-weekly consolidated payroll register with a page for signatures. 6) The successful bidder will provide for Medicare withholding. 7) The successful bidder will provide a breakdown of pensions for the Middlesex Retirement Board and will also provide a compatible electronic version of these same reports. 8) The successful bidder will provide pension reports that delineate between the standard pension deduction and the additional 2% deducted on the amounts exceeding $1,153.84 bi-weekly ($30,000 annually). This applies to each payroll period. 9) The successful bidder will provide all payroll information via web-based electronic media with user specific access to be determined by the owner. 10) The successful bidder must have the ability to process multiple paid time-off accrual system in accordance with applicable laws, collective bargaining agreements and Town policies. The accrual system must account for sick leave, vacation leave, personal leave, worker s compensation absences and public safety injured on duty absences and any other employee accruals or absences that may be added. 11) The successful bidder will have the ability to track FMLA, SNLA, Maturity Leave, Parental Leave, Domestic Violence Leave as well as any new leave categories that may be added. 12) All electronic media must be compatible and in a format required by the bank determined by the Town of Wayland. 13) The successful bidder with provide a bi-weekly payroll to the Town of Wayland which includes direct deposit and or checks. The payroll will include both town and school employees.

14) Both direct deposit and check must be provided as most employees are on direct deposit. There is a small group of employees who received bi-weekly payroll checks and not direct deposit. PROCESSING AND DELIVERING CLIENT PAYROLLS- Section-2 1) Client enters and maintains employee payroll and demographic information within our payroll system 2) Client submits that payroll information to the payroll vendor at least 48 hour prior to the Client s payroll check date. 3) Client makes funds available to meet the payroll tax, direct deposit and service fee liabilities on day prior to each check date. 4) The payroll vendor will provide the Client with a General Ledger interface file to be uploaded to the MUNIS system for each pay period. 5) The payroll vendor will receive and process the Client payroll and next day deliver checks and reports to the Client. 6) The payroll vendor will debit the appropriate Client bank account one day prior to the check date for: 1) Total Tax Liability 2) Direct Deposit Liability 3) Payroll Service Fee 4) Union Dues, Deferred Compensation, Retirement, etc., 7) The payroll vendor will make pay advices available to employees for all direct deposit via secure portal hosted by the vendor. 8) Payroll vendor provides and delivers checks in unusual circumstances such as an employee payroll missed in error, an employee termination, etc. 9) Payroll vendor will process end of year balloon payment in accordance with established procedures. 10) The client will provide one delivery location at the Town Building in Wayland, Ma. 11) The payroll vendor will need to provide Wage Garnishments if necessary. 12) The payroll vendor will need to provide New Hire Reporting. 13) For direct deposit recipients, the payroll vendor will provide a secure web portal for employees to obtain their pay advices electronically. In addition to current pay period and year to date earnings deductions, said pay advice will provide current pay period paidtime off accruals, usages and period ending balances. BASIC PAYROLL REPORTS-Section-3 1) Payroll registers depicting all employees current year to date earnings, hours, taxes, net pays, deductions and check numbers. 2) Deductions Registers highlighting all voluntary deductions for every employee 3) Payroll Recap for all current pay data gross to net.

4) Tax Distribution Summary reporting Federal and State cumulative wage and tax data Biweekly, quarterly and year to date. 5) Quarterly Massachusetts WR-2 for State filling. 6) W-2 and all year end reports relevant of the integrity of the W-2. 7) Payroll checks drawn on separate Treasurer account. 8) The payroll vendor will provide the following reports for each payroll: 1) Vendor Proof Report 2) Final Payroll Warrant 3) Direct Deposit Report 4) Payroll register broken down by department 5) General Ledger Distribution Summary Report 6) Printed Payroll Advices 7) Advice Register 8) Bank Report 9) Earnings and Deduction Report 10) General Ledger Distribution Journal 11) Consolidated payroll register with a page for signatures. 12) Deduction Report by Type 13) Printed Vendor Checks 14) Middlesex Retirement Report- TACS Report 9) The payroll vendor will provide the following data files for each payroll: 1) Direct Deposit File 2) Check File 3) AETNA File 4) TACS File - ( Middlesex Retirement ) SPECIAL REPORTS-Section-4 1) Generate electronic media for bank to facilitate reconciliation of payroll account 2) Prepare data for Town Bank 3) Bi-weekly deduction listing for each separate voluntary deductions, i.e., Insurance, Union Dues, 403B, any other. 4) Bank Service deduction listing for checking / savings deposits 5) Employee summary analysis highlighting name / SS#/ dependent status and exemptions 6) Bi-weekly Middlesex Retirement System report displaying wages and current and year to date deductions, deferred compensation deduction and $30,000 Cap report. 7) Miscellaneous on request user reports 8) Credit Union Reports 9) Breakdown of taxes and deductions by plan 10) Overtime by category, by department

REPORT WRITING FUNCTION-Section-5 1) The payroll vendor s web based software must have report writing function that has standard payroll reports and offers the client the ability to write and develop customized reports at no additional cost. 2) The payroll vendor s web based software must have reports for current year activity and budget projection reports. 3) The payroll vendor will need to provide ad-hoc writer capabilities. 4) The payroll vendor will provide all standard and special as needed reports at no cost to the client. SELF SERVICE-Section-6 1) Provides real time integration with payroll 2) Provides the ability to customize information 3) Provides the ability to access reports through manager self-service and allows users to use a drop down menu when creating reports. 4) Provides the ability to access self-service from remote locations. TAX ADMINISTRATION AND FILING-Section-7 1) Client forwards any Federal and State payroll tax related documents to the payroll vendor in a timely manner. 2) Client maintains employee tax changes. 3) The payroll vendor is responsible for timely Federal and State Payroll Tax Deposits and Filings with the appropriate agency. 4) The payroll vendor assumes liability for late Federal and State Payroll Tax Deposits or Filings due to its own negligence. 5) Client signs all documentation needed to originate EFT or Fed wire transactions on the Client s designated bank account and to execute any other documentation needed to perform Federal and State Payroll Tax responsibilities. 6) The payroll vendor will prepare a W-2 form for all town employees every year including 2015 and make available to employees via secure portal hosted by the vendor. 7) The payroll vendor will submit W-2 and or W-3 forms to the appropriate federal and state agencies in a timely manner. 8) The payroll vendor will prepare and submit quarterly 941 forms to appropriate federal and state agencies in a timely manner. 9) The payroll vendor assumes liability for late Federal and State W-2, W-3 and 941 Filings due to its own negligence.

DIRECT DEPOSIT PROCESSING-Section-8 1) Client enters and maintains employee direct deposit information. This will include entering / updating the ABA Routing Transit Number, Personal Employee Account Number, Amount of Direct Deposit and Pre-note Date. 2) The payroll vendor originates the direct deposit transactions through ACH in a timely manner so that funds are available in individual accounts on the check date. MAINTENANCE AND ADMINISTRATION-Section-9 1) Client maintains and updates personal and withholding data in the vendor s web-based payroll system. TELEPHONE AND INTERNET CUSTOMER SUPPORT-Section-10 1) The payroll vendor will provide on-going telephone support to Client Payroll Staff at no additional charge. Telephone Support needs to be available Monday through Friday 8am to 5pm Eastern Standard Time. 2) The payroll vendor will accept and respond to e-mails from Client Payroll staff in a timely manner. 3) At the Client s discretion, the payroll vendor can provide Web Conference support to help trouble shoot any problems or assist the client in answering any questions. This service must be provided Monday through Friday, 8am to 5pm. CONVERSION-Section-11 1) The payroll vendor will convert all W-2 eligible current year employees, including terminations. 2) Client will provide a copy of all Quarterly Payroll Tax Returns for the current calendar year. 3) Client will provide a copy of the payroll bank account check for verification. 4) Client will provide the signature of the company officer responsible for signing payroll checks so the signature may be generated on payroll check. 5) The client will provide a copy of the most recent Payroll Register ( for testing purposes ). 6) The payroll vendor will process 2015 W-2 for the town and provide to employees. 7) The payroll vendor will process 2015 941 Federal Form to agencies. AFFORDABLE CARE ACT - Section-12 1) The payroll vendor will process ACA 2015 and subsequent year s fillings for the Town. 2) The payroll vendor will include the following but not limited to the client is a Applicable Large Employer ( ALE)

3) The payroll will file electronically the following: ALE (6056), Form 1094-C, (6055), Form 1095-C. 4) The payroll vendor will file the Transmittal of Employer Provide Health Insurance Offer and Coverage Information Returns with the Internal Revenue Service annually. 5) Payroll vendor will keep monthly records on employees enrolled in the Clients Health Insurance Plans. IMPLEMENTATION-Section-13 The payroll vendor will assign an implementation specialist to perform an analysis of payroll and establish an Implementation Schedule. Upon review of Client s payroll needs, the payroll vendor will make recommendations, discuss areas of change and implement Client s data into the Payroll system 1) The payroll vendor will be responsible for the accurate migration of data from the source and will test to ensure the data has transferred appropriately. 2) The payroll vendor will conduct Training Sessions at mutually agreeable times. 3) The payroll vendor in conjunction with the Client will perform a parallel payroll run before installation. The payroll vendor will provide a parallel Payroll Register to Client for review. 4) Client will have the option of performing parallel payroll testing prior to the first check date. 5) The payroll vendor will setup and convert specialized reports requested by Client. POST IMPLEMENTATION-Section-14 1) The payroll vendors Implementation team will troubleshoot and resolve any outstanding issues. 2) Upon successful conversion, the Implementation Specialist will transition Clients account to a dedicated Customer Service Representative who will manage your account on a day to day basis. 3) The payroll vendor will provide training for new Payroll Staff members at no additional cost. ADDITIONAL SERVICES PROVIDED BY PAYROLL VENDOR-Section-15 1) Provide General Ledger data file in an Excel compatible format that will interface directly to the general ledger system. Wayland uses the MUNIS software from Tyler Technologies. The file must include all GL account numbers and post at appropriate levels as required by the town. 2) Provide signed / sealed self-mailer checks.

3) Provide Direct Deposit (EFT) and have ability to offer employees up to eight (8) direct deposits for either savings or checking accounts. 4) Provide EFT report and Reconciliation report to bank along with EFT Register. 5) Provide a Payroll Register that includes name, address, master information, deductions, along with current, year to date and fiscal to date totals on one report. 6) Provide a Tax Table Report that summarizes the town s taxes each pay period on one report 7) Provide a Full Tax Filing Service that will make all deposits, file quarterlies and perform Annual Reconciliations. 8) Provide transmittal report for payroll entry preparation 9) Provide training and education classes for personnel when there is any turnover to become familiar with system. 10) Provide Automated New Hire, time off requests, status changes, address changes, and payroll history reporting each pay period as mandated by state jurisdictions 11) A Full Account Reconciliation report will be provided on a bi-weekly basis. 12) A report for the payroll register only. 13) Provide Town with a semi-annual master file report PAYROLL SYSTEM-Section-16 1) The Payroll System must be able to satisfy the responsibility of the Town for analyzing and processing employee earnings and all supplemental earnings in accordance with union contracts and Town pay plans. It must also support the responsibility for maintaining the official employee Civil Service pay status records, administering all payroll deductions and preparing state and federal tax returns. The system should have provisions to insure that the Treasurer has the ability to certify that sufficient funds required for each distribution account are available prior to the issuance of checks. The Town system process the following types of pay including: Bi-Weekly Hourly Monthly On Request Overtime and Other Earnings Police private detail. 2) An override capacity for payroll expense distribution must exist. This must be provided for both at the employee level and as exception at time of input. The Payroll Attendance input function should be decentralized to allow town departments to submit data at their own location into personal computers. This data is then consolidated and reviewed at a central control point. The system must have the ability to process multiple payrolls simultaneously.

3) Provide payroll register prior to processing for purposes of reviewing data entry 4) All data entry programs must contain password and field protection for security assurance. INFORMATION TECHNOLOGY REQUIREMENTS-Section-17 1) The payroll vendor will provide the client with the vendor s URL Address. II. SUBMISSION OF TECHNICAL AND PRICE PROPOSALS This Request for Proposals has been structured to comply with State laws. All Proposers must ensure that two separate submittals are made as specified below. The first submittal shall discuss Technical Qualifications and Approach that the Proposer offers and be in a sealed envelope clearly marked: Technical Proposal for Payroll Services The second submittal shall include Price information in the format requested and be in a sealed envelope clearly marked: Price Proposal for Payroll Services Note: There shall be no reference to the price in the Technical Proposal. The Technical Proposal and the Price Proposal must be clearly marked on the outside of each submittal, as described above and placed within the package entitled: Provision of Payroll Services One original Technical Proposal signed by the Proposer, five (5) copies and one (1) electronic copy; one original Price Proposal and one (1) electronic copy; are required and must be received no later than Thursday, September 17, 2015 at 1:00 p.m. Any proposal received after that time and date will not be accepted. Technical and Price proposals to: Town of Wayland, Wayland Town Building c/o Ms. Elizabeth Doucette, Procurement Specialist Office of the Board of Selectmen, 1 st Floor 41 Cochituate Road Wayland, Massachusetts 01778 Electronic copies must be in PDF format and sent by email to edoucette@wayland.ma.us

III. TECHNICAL PROPOSAL CONTENT Please provide the following information: 1. a brief history of the firm s experience in providing payroll services; 2. three references, including names addresses and telephone numbers of contacts for clients of similar size and type; 3. an outline of the process and approach for the implementation and ongoing support of the Town s payroll; IV. PRICE PROPOSAL CONTENT In as much detail as possible please describe your proposed fee structure for services and include an estimate of annual costs to provide this service. V. MINIMUM SUBMISSION REQUIREMENTS Preferred qualifications of 10 years of experience providing payroll services to Massachusetts municipalities. Contractors must demonstrate that they are an Equal Employment Opportunity and Affirmative Action Employer VI. REVIEW OF PROPOSALS AND EVALUATION PROCESS / SCHEDULE A decision will not be based solely on price. It is the intention of the Town to select the most qualified Proposer that meets the technical, administrative and financial needs of the Town; this determination will be final. The contract will be with the Town of Wayland. All submissions will be reviewed to determine responsiveness by compliance with the Minimum Submission Requirements. Proposals that are incomplete or obscure may be rejected as unresponsive without evaluation. The Town reserves the right to waive minor informalities in the proposal submissions. The Town reserves the right to accept or reject any or all proposals if it is deemed to be in its best interest. Technical Proposals will be opened and evaluated by the Town and/or its designees who will individually rate the proposals based on weighted, comparative criteria described in Comparative Evaluation Criteria (Section VII). In accordance with M.G.L. c.30b, the following scale will be used to evaluate each criterion and determine a composite rating for each proposal:

Highly Advantageous Advantageous Acceptable Unacceptable Proposers are encouraged to address each factor thoroughly and provide additional information as deemed appropriate. The Town reserves the right to hold interviews with all individuals and firms. If interviews are held the results will be included in the composite rating of the proposal. The Town will determine the most advantageous proposals from responsive and responsible Proposers, taking into consideration all evaluation criteria set forth in the Technical Proposal. At the conclusion of the Comparative Evaluation, a composite rating will be assigned to each Proposal comprised of the Technical Proposal rankings. The Price Proposals will then be opened to make a final selection. VII. COMPARATIVE EVALUATION CRITERIA 1. Relevant Experience of Proposer / Key Personnel Highly Advantageous: The key personnel of the firm have a depth of experience and knowledge in providing Massachusetts municipal payroll services. Advantageous: The key personnel of the firm have moderate experience and knowledge in providing Massachusetts municipal payroll services. Acceptable: The key personnel of the firm have minimal experience and knowledge in providing Massachusetts municipal payroll services. Unacceptable: The key personnel of the firm have little or no experience and knowledge in providing Massachusetts municipal payroll services. 2. Level of satisfaction of similar clients Highly Advantageous: The Proposer has a high level of satisfaction from similar clients Advantageous: The Proposer has an above average level of satisfaction from similar clients Unacceptable: The Proposer has below average level of satisfaction from similar clients or cannot provide references of similar clients. 3. Commitment to provide service to the Town of Wayland Advantageous: The Proposer demonstrates a firm commitment to provide payroll services to the Town of Wayland. Unacceptable: The Proposer does not demonstrate a firm commitment to provide payroll services to the Town of Wayland.

4. Interview (if held) Advantageous: The firm demonstrates adequate capability to perform the work outlined in the Scope of Services (Section I). Unacceptable: The firm does not demonstrate adequate capability to perform the work outlined in the Scope of Services (Section I). VIII. APPENDIX SAMPLE AGREEMENT OF TECHNICAL SERVICES The TOWN OF WAYLAND, acting by and through its Town Administrator, (hereinafter Town ) hereby agrees to pay for and of (hereinafter Proposer ) hereby agrees to provide the services described in its proposal,, dated submitted in response to a solicitation for proposals for Town of Wayland prepared by the Town Administrator and dated July 29, 2014. 1. COST OF SERVICES a) For performance of the services described in Proposer s Proposal, the Town shall pay the fixed price indicated on Proposer s Price Proposal for each item/collection for the service approved by the Town Administrator unless an alternative treatment has been approved by the Town. In the event an alternative treatment has been approved, the price adjustment set forth in the Treatment Proposal shall govern, unless otherwise negotiated. Said price shall include all expenses incidental to said services, including but not limited to travel, telephone, postage and delivery costs. b) Prices shall remain firm over the period of the contract. 2. PAYMENT Payment shall be based on 100% completion of each item/collection to the satisfaction of the Town. The Town shall make payment within thirty (30) days after receipt of invoice. 3. CONTRACT PERIOD Services are requested over a three-year contract period and are subject to annual appropriation. 4. CONTRACT DOCUMENTS The following documents, together with this Agreement, constitute the entire agreement between the parties and any documents not appended to this Contract are hereby incorporated by reference: a) Request for Proposals and all documents contained therein or attached thereto, including the Scope of Services & Specifications dated July 29, 2014. b) Addenda issued c) Technical Proposal submitted by Proposer dated as amended or approved by the Town

d) Price Proposal submitted by Proposer dated e) Change Orders executed subsequent to the Agreement 5. PROPOSER RESPONSIBILITIES The Proposer represents that it can and shall perform the services hereunder in a competent and professional manner. The Proposer shall at all times be acting as an independent contractor and not as an agent for, partner or joint venturer with the Town. 6. ASSIGNMENT The rights and obligations of the contractor hereunder may not be assigned without the written consent of the Town. 7. INSURANCE The Proposer shall carry and maintain insurance in accordance with the requirements set forth in the attachment hereto, including the Town of Wayland as an additional insured with regard to its liability policies. Certificates of such insurance together with Worker s Compensation coverage shall be filed with the Town of Wayland prior to commencement of work. 8. FORCE MAJEURE The Proposer shall not be responsible for failure to perform or for delay in performance on account of circumstances beyond its control, including strikes, riots, war, acts of nature or acts of government preventing performance. In the event of delay in performance on account of such circumstances, the time for performance shall be extended by a period necessary to allow completion; however, the Town may elect to terminate this agreement upon seven (7) days notice in writing if any such delay will result in harm to the Town. 9. TERMINATION The Town may terminate this agreement at any time upon seven (7) days written notice. If such termination is without the fault of the Proposer, the Town shall pay the Proposer all compensation and reimbursement due to the Proposer up to the date of termination, including proportionate payment for completed portions of uncompleted work. Such payment shall not exceed the fair value of the work, as the Town shall determine. 10. NOTICE Notices shall be sent to the Town to the attention of: Town Administrator Town of Wayland, Town building 41 Cochituate Road Wayland, MA 01778 and to the Proposer to: 11. OWNERSHIP OF DOCUMENTS All documents and materials of whatever kind prepared by the Proposer and delivered to the Town pursuant to this agreement shall become the property of the Town; provided, that the Proposer may use its copies of such materials for educational or promotional purposes or for required submissions to governmental bodies. 12. INDEMNIFICATION The Proposer shall indemnify, defend and save harmless the Town and all of its officers, agents and employees against all costs, damages, suits and claims of liability of every name and nature arising out of the negligence or intentional wrongful act of the Proposer in the performance of this agreement. 13, AMENDMENT OF AGREEMENT Any amendments to this agreement shall be in writing and signed by both parties. 14. APPLICABLE LAW This agreement shall be deemed to be executed and delivered within the Commonwealth of Massachusetts and shall be governed and construed in accordance with the laws of said Commonwealth. TOWN OF WAYLAND PROPOSER

By: Town Administrator DATE: By: Name and Title Insurance Requirements The Contractor shall provide Certificates of Insurance coverage as listed below and shall be provided by insurer(s) licensed to do business in the Commonwealth of Massachusetts. Said insurance shall be provided at the Contractor's expense and shall be in full force and effect during the full term of this Contract. Certificates evidencing that such insurance are in full force and effect shall be delivered to the Town simultaneously with the final execution of this contract, and renewal certificates will be provided annually throughout the contract term. Failure to do so shall constitute a material breach of this contract and be grounds for immediate termination. The Contractor s Liability Policies shall be so written that the Town of Wayland shall be named as Additional Insured and that the Town will be notified of cancellation at least thirty (30) days prior to the effective date of such cancellation, and shall include: 1. Workers Compensation Insurance as required by law 2. General Liability of at least $1,000,000 Bodily Injury and Property Damage Liability, Combined Single Limit with a $3,000,000 Annual Aggregate Limit 3. Vehicle Liability of at least $1,000,000 Bodily Injury and Property Damage Liability per accident. Certificate of Vote (part of sample contract) I,, Clerk of, hereby certify that at a meeting of the Board of Directors of said Corporation duly held on, 20, at which a quorum was present and voting throughout, the following vote was duly passed and is now in full force and effect: VOTED: That (name of Officer authorized to sign for Corporation) be and he/she is authorized, directed and empowered for, in the name and on behalf of this Corporation, to sign, seal with the corporate seal, execute, acknowledge and deliver all contracts, bonds and other obligations of the Corporation; the execution of any such contract, bond or obligations by said (name of Officer) to be valid and binding upon this Corporation for all purposes, and that a certificate of the Clerk of the Corporation for all purposes, and that a certificate of the Clerk of the Corporation setting forth this vote shall be delivered to the Town of Wayland; and that this vote shall remain in full force and effect unless and until the same has been altered, amended or revoked by a subsequent vote of such Directors and a certificate of such later vote attested by the Clerk of this Corporation is delivered to the Town of Wayland. I further certify that (name of Officer) is duly elected

(Title) of said Corporation. Signed: Clerk-Secretary Place of Business Date of Contract COUNTERSIGNATURE: AFFIX CORPORATE SEAL (Name and Title of Officer) In the event that the Clerk or Secretary is the same person as the Officer authorized to sign the Contract or other instrument for the Corporation, this certificate must by countersigned by another Officer of the Corporation.

CERTIFICATE OF NON-COLLUSION The undersigned certifies under penalties of perjury that this bid, or proposal, has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals. Signature of Individual, or Corporation Name By: Corporate Officer & Title (if applicable) AFFIX CORPORATE SEAL CERTIFICATE OF TAX COMPLIANCE/TAX ATTESTATION Pursuant to M.G.L. Chapter 62C, Section 49A, I certify under penalties of perjury that I, to my best knowledge and belief, have filed all state tax returns and paid all state taxes required by law. Social Security Number, or Federal Identification Number Signature of Individual, or Corporation Name By: Corporate Officer & Title (if applicable) AFFIX CORPORATE SEAL

CERTIFICATE OF AUTHORITY I (Name of Officer), certify that I am the (Title) of the Corporation named as Proposer in the within Proposal; that (Name of Officer signing form) who signed said Proposal on behalf of the Submitter was then (Title) of said Corporation; that I know his/her signature and that his/her signature is genuine and that said Proposal was duly signed, sealed and executed for and on behalf of said Corporation by authority of its governing body. ATTEST: AFFIX CORPORATE SEAL Instruction: This certificate must be completed where Proposer is a Corporation, and should be so completed by its Clerk. In the event that the Clerk is the person signing the Proposal for the Corporation, this certificate must by countersigned by another Officer of the Corporation.