BoS on 4/7

Tuesday April 7, 2015 @ 7:00 PM


Reorganization of the Board

7:00 PM Community Preservation Act presentation
Katherine Roth and Stuart Saginor members of Community Preservation Coalition / Boston

8:00 PM   Economic Development Committee, Pat Casey Chair Discuss next steps for Lot 3

New Business

Vote to extend lease agreement with West Realty LLC for the relocation of the Police Department and
Vote to sign lease agreement

Vote to award Public Safety Building General Contractor contract

Vote to sign contract with Vanasse Hangen Brustlin, Inc. Consultant, regarding Medfield State
Hospital Property Master Plan

Vote to approve Heath Insurance Renewal for period July 1, 2015 to June 30, 2016 and also Vote to
authorize Chairman DeSorgher sign the document

Vote to authorize Chairman DeSorgher sign the Certificate of Appointment for Elected Town Clerk
Carol Mayer

To:                   Osler Peterson, Chair, Board of Selectmen

CC:                  Michael Sullivan, Town Administrator

From:               Patrick Casey, Chair, Economic Development Committee Date:                March
20, 2015
Re:            Economic Development Committee – LOT 3

Lot 3
The Economic Development Committee unanimously requests that the Board of Selectmen take action by
clarifying the following alternatives so that the EDC has a clear directive for next steps:
1.  Authorize the EDC issue an RFP for current configuration of Lot 3
2.  EDC to table their involvement with Lot 3 as it is part of MSH planning efforts
3.  Modify Lots 1 and 3 (noted that KC exercises control over this scenario)

Please advise of your schedule for discussion. Thank you.

Town of Medfield     459 Main Street     Medfield, MA  02052 (508) 906-3027


This Contract for Professional Services (this “Agreement”) is entered into as of April 7, 2015 by
and between Town of Medfield, Massachusetts, 459 Main Street, Medfield, MA 02052 (the “Client”) and
Vanasse Hangen Brustlin, Inc.,101Walnut Street, Watertown, MA 02472 (the “Consultant”).


A.   On November 4, 2014, the Client, acting through the Medfield State Hospital Master Planning
Committee (the “Committee”), issued a Request for Qualifications for Medfield State Hospital
Strategic Reuse Master Plan, a copy of which is attached hereto as Exhibit A (the “RFQ”), pursuant
to which the Client sought proposal for professional services in connection with the facilitation
of a master planning process with respect to the former  Medfield State Hospital property and other
nearby town­ owned lands and the preparation and implementation of a master plan for such

B.   The RFQ divided the intended services into three phases: Phase I entitled “Create Conceptual
Plans & Economic Analysis for the Land Reuse”; Phase II entitled “Develop Zoning Modifications and
Design Guidelines”; and Phase Ill entitled “Disposition  Plan”.

C.  The Consultant submitted a response to the RFQ dated January 16, 2015, a copy of which is
attached hereto as Exhibit B (as supplemented by written responses to questions posed by the
Committee and other additional materials, the “Response”), including both qualifications and a
price proposal.

D.  After a process of evaluation with respect to the various responses received, the Committee
selected the Consultant as its preferred consultant for implementation of the master planning

E.   The Client desires to engage the Consultant to provide the professional services set forth in
the RFQ and the Response and the Consultant desires to enter into such an engagement.

MSH Strategic Reuse Master Plan Contract
Page 1 of 30


Now therefore, in consideration of the mutual promises set forth herein, the parties do mutually
agree as follows:

1.  The Consultant shall perform the services specifically described in the RFQ as elaborated in
the Response (the “Scope of Services”).
2.  The terms and conditions attached hereto as Exhibit C (the “Terms and Conditions”) are
incorporated herein and, except as expressly modified herein, shall govern the performance of this
Agreement.  In the event of a conflict among the various documents governing the work hereunder,
the documents will have the following order of priority: first, this Agreement, second, the RFQ,
third, the Response and fourth, the Terms and Conditions.
3.  If the Client or the Consultant shall determine that further specialized studies or consultant
services are required, the Consultant and the Client shall consult on the scope, cost and provider
for such studies or services. Should these services be provided through the Consultant as a
subcontract or as part of this Agreement, the Client and the Consultant shall agree upon an
expansion to the Scope of Services and to an adjustment to the compensation provided herein. Such
additional services or studies shall only be performed pursuant to an amendment to this Agreement
executed by both the Consultant and the Client.
4.  Client agrees to pay the Consultant as compensation for the Scope of Services the amount of
$193,700, which shall be allocated among the three phases as follows:
$100,000 for Phase I; $40,500 for Phase II and $53,200 for Phase Ill. The Consultant acknowledges
that the Client currently has available funds sufficient to pay for the Phase I services only, so
upon execution of this Agreement the Consultant will be authorized to proceed with the Phase
Iservices. The Consultant shall not proceed with the Phase II services or the Phase Ill services
until specifically authorized to do so by the Client and the Client shall have the right to elect
not to undertake either or both of Phases II and Ill. The agreed-upon compensation set forth above
shall apply regardless of any delays in commencing or completing any of the Phases, provided that
the Consultant shall have the right, subject to the reasonable approval of the Client, to
adjust the agreed upon compensation to reflect increases in its rates with respect to any portion
of the Scope of Services not completed prior to December 31,2016.
5.  All mutually agreed upon changes in the Scope of Services under this Agreement, including but
not limited to any increase or decrease in the amount of the Consultant’s compensation, shall be
incorporated into amendments and subject to the same requirements as this Agreement.

MSH Strategic Reuse Master Plan Contract
Page 2 ol’30

6.  The Consultant shall perform the services in a timely fashion that is consistent with
professional standards of care. The project will be completed on the schedule set forth in the
Response, including interim deadlines, subject to adjustment for delays in the execution of this
Agreement beyond the projected date for commencement of services on which such schedule was based.
Any change to the schedule shall be subject to agreement by both parties. The ability to perform
this schedule assumes timely scheduling of meetings and prompt review of submitted materials by
Client. Time is of the essence of this Agreement.
7.   The Consultant will commence services within seven (7) calendar days of execution of this
Contract by both parties, or as otherwise directed by the Client.
8.   In providing services under this Agreement, the Consultant shall perform in a manner
consistent with that degree of care and skill ordinarily exercised by members of the same
profession currently practicing under similar circumstances.
9.   If either party fails to fulfill, in timely and proper manner, its obligations under this
Agreement (such party, the “Defaulting Party”), the other party (the “Nondefaulting Party”) may
send a notice of default to the Defaulting Party, specifying with particularity the nature of the
defaults. The Defaulting Party shall have thirty (30) days to remedy  the defaults identified in
such notice.  If the Defaulting Party fails within such period to remedy such defaults to the
satisfaction of the Nondefaulting Party, the Nondefaulting Party may at any time thereafter
terminate this Agreement by written notice to the Defaulting Party. The Client may also choose to
terminate this Agreement without cause at any time upon thirty days’ notice to the Consultant.  In
the event of termination with or without cause, reproductions of all finished and unfinished
documents prepared by the Consultant shall be returned to the Client within five (5) business days.
In the case  of termination without cause, the Consultant shall be entitled to receive just and
equitable compensation for work completed through the date of termination.  Section 6 of the Terms
and Conditions shall not apply to instances of nonpayment arising from legitimate disputes
regarding performance of the services to be delivered hereunder. In instances of such disputes, the
prevailing party shall be entitled to payment of its enforcement costs, including reasonable
attorneys’ fees, by the non-prevailing party.
10. The Consultant shall not assign or transfer this Agreement or interests in this Agreement
without the written consent of the Client, except that Consultant may assign its right to collect
payment as required by its lender agreements.
11. The Client agrees that the Committee will be available for consultation, for arranging meetings
and coordinating communication with the representatives of Client, stakeholders, and others as
necessary. The Client hereby delegates to the Committee the day-to-day administration of this
Agreement.  Notwithstanding the foregoing, any amendments to this Agreement and any termination of
this Agreement shall require

MSI l Strategic Reuse Master Plan Contract
Page 3 of 30

action of the Board of Selectmen of the Client. The principal representatives of the Committee for
purposes of the administration of this Agreement are Randy Karg and Teresa James, members of the
Committee, and Sarah Raposa, Town Planner.
Alternative or additional representatives of the Committee may be named from time to time by the
Chair of the Committee.
12. The Consultant shall work closely with the Committee and the Town Planner and shall conduct its
work in harmony with the visions, directions and decisions of the Committee.  In addition, the
Consultant agrees to work cooperatively with any other consultants retained by the Client,
including peer review consultants. The Consultant shall manage and staff the work hereunder with
the individuals that are explicitly identified in the Response and may not substitute others for
these individuals without the Client having the opportunity to interview the substitutes and
without the Client’s prior written consent.
13. The Client shall provide base information, research and studies that it has available for use
during the provision of services, including any available surveys, maps, parcel maps, tax records
indicating ownership, street maps, engineering drawings concerning streets and utilities and other
resources. The Consultant shall assume that the information provided by Client is reliable for the
purposes of these services, unless otherwise instructed by the Client. All materials, electronic
files, maps, photographs and other information provided to the Consultant by the Client under this
Agreement shall remain the property of the Client and shall be returned to the Client upon
completion of this Agreement or upon early termination of this Agreement.
14. The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless
the Client and all officers, employees and volunteers of the Client (collectively, the “Client
Parties”) against all damages, liabilities or costs, including reasonable attorney’s costs to the
extent caused by the breach of contract, misconduct or negligent performance of professional
services under this Agreement  by the Consultant and its employees and subconsultants or anyone for
whom the Consultant is legally liable.
15. The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the
Consultant, its officers, directors, employees and subconsultants (collectively, the “Consultant
Parties”) against all damages, liabilities or costs, to the
extent caused by the negligence under this Agreement of the Client or anyone for whom the Client is
legally liable.
16. Neither the Client nor the Consultant shall be obligated to indemnify the other party in any
manner whatsoever for the other party’s own negligence. The provisions of Sections 14 and 15 and
this Section 16 shall supersede Section 9 of the Terms and Conditions.

MSIJ Strategic Reuse Master Plan Contract Page 4 of 30

17. In any case where either party hereto is required to do any act, delays caused by or resulting
from war, fire, flood or other casualty, strikes, extraordinary governmental regulation, unusually
severe weather, or other causes beyond such party’s reasonable control shall not be counted in
determining the time during which such act shall be completed, whether such time be designated by a
fixed date, a fixed time or “a reasonable time,” and such time shall be deemed to be extended by
the period of the delay. The provisions of this Section 17 shall supersede Section 10 of the Terms
and Conditions.
18. Notwithstanding any provisions of the Terms and Conditions to the contrary, upon full payment
for the materials in question, the copyright for all materials prepared for the Client by the
Consultant shall belong to the Client and the Client shall be authorized to use all such materials,
including making copies thereof, in connection with the permitting, development, reuse, operation,
disposition and the like of the properties that are the subject of this Agreement. The Consultant
shall not use the materials prepared for the Client for marketing,for other clients or for other
purpose without the prior consent of the Client. The provisions of this Section 18 shall supersede
Section 18 of the Terms and Conditions.
19. With the exception of Workmen’s Compensation and Professional Liability coverage, the
Consultant shall cause the Client to be included as an additional insured on all insurance policies
maintained pursuant to Section 8 of the Terms and Conditions.
20. Consistent with Section 19 of the Terms and Conditions, all questions in dispute under this
Agreement shall be submitted to non-binding mediation. Notwithstanding Section 19 of the Terms and
Conditions, neither party shall be required to mediate for more than thirty (30) days before
asserting its rights in a court of competent jurisdiction.
21. In addition to any provisions that are explicitly or implicitly superseded by the terms of this
Agreement, the following provisions of the Terms and Conditions shall not apply to this Agreement:
the second paragraph of Section 7, Section 16, the first sentence of Section 18, Section 23,
Section 27 and Section 28. With respect to Section 21 of the Terms and Conditions, the Consultant
acknowledges that the Client is also relying on representations made by the Consultant in its
Response and in the course of the selection process under the RFQ.
22. Notices, requests, demands or other communications hereunder shall be in writing and sent by
certified mail, return receipt requested, or by commercial overnight or other courier service
providing a receipt upon delivery or by facsimile, addressed as follows:

To Client:                   Michael Sullivan, Town Administrator Town of Medfield
459 Main Street
Medfield, Massachusetts 02052

MSli Strategic Reuse Master Plan Contract Page 5 oJ’ 30

Fax:  (508) 359-3010

To Consultant:            Ken A. Schwartz, Senior Vice President
Vanasse Hangen Brustlin Inc. 101 Walnut Street
Watertown,  Massachusetts 02472
Fax: (617) 924-2286

All such notices shall be deemed given when delivered to the addressee, as evidenced by the return
receipt provided to the sending party by the United States Postal Service or confirmation of
delivery by the commercial overnight or other courier service or fax confirmation, as the case may
be. Any changes to the above addressees shall be effective upon the giving of a notice of any and
all such changes to the other party in accordance with the terms of this section.


Name: Title:


Name: Title:


Exhibit A: Exhibit B: Exhibit C:

Terms and Conditions

MSI l Strategic Reuse Master Plan Contract Page 6 of 30





The Town of Medfield, acting through its Medfield State Hospital Master Plan Committee (hereinafter
referred to as the Committee), seeks proposals from professional, multi-disciplinary planning
firms or teams (hereinafter referred to as the Consultant) to prepare a Strategic Reuse Master Plan
(Master Plan) including a Disposition/Development Request for Proposals  Package  and Zoning/Design
Standards for the Medfield State Hospital Core Campus and Sledding Hill plus adjacent Town-owned
properties. The master planning process is expected to take less than one year and the initial
allocated budget is $100,000; additional funding may be authorized with sufficient justification.

Proposals must be submitted in two separate sealed envelopes marked “Medfield State Hospital
Strategic Reuse Master Plan – Response and Qualifications” and “Medfield State Hospital Reuse
Master Plan – Price”. See Section XIII for details. Proposals must be received by 12:00 p.m. on
January 16, 2015. Late proposals will be returned unopened.

Proposals are to be sent to:                                                    The contract
awarding authority is:

Mr. Michael Sullivan, Town Administrator Medfield Town House
459 Main Street
Medfield, MA 02052

Town of Medfield 459 Main Street
Medfield, MA 02052

MSH Strategic Reuse .Master Plan Contract Page 7 oJ’ 29



Medfield Massachusetts  is a small town community with an outstanding family focused quality of
At this time, the community is presented with a unique opportunity to significantly enhance its
reputation for community excellence.  Town residents voted unanimously this year to acquire
approximately 134 acres of the former Medfield State Hospital (MSH) property and accept the
challenge of re-purposing this beautiful plot of prime real estate. This challenge is one of the
most significant that the Town has faced in its history.

The Town of Medfield is seeking a Consultant who can facilitate the creation of a conceptual re-use
scenario for this land and other nearby town-owned lands including McCarthy Park located off
Hospital Road, the Hinkley property and Lot #3 on Ice House Road.  The Town’s intention is to
identify the best potential uses for these properties relative to Town objectives.  Once the best
use scenario has been identified, implementation plans, design & zoning guidelines and an RFP for
re-use development will be created.

The MSH closed in April 2003.  The entire MSH property contains more than 200 acres, but the Town
will acquire only a portion of that land.  Six acres of the MSH Core Campus have already been
acquired by the Town for municipal water supply use.  Approximately  128 additional acres are being
acquired by the Town, including the remaining 88 acres of the Core Campus and approximately 40
acres of land across Hospital Road from the Core Campus known as the Sledding Hill.  There are
approximately 35 buildings remaining on the Core Campus in various stages of disrepair.  The campus
is currently listed on the National and State Register of Historic Places, and is within the
Hospital Farm Historical District of the Town of Medfield.

More information on the property and project may be found in the 2014 MSH Vision Report at The report documents the community visioning process conducted with Medfield
residents and municipal departments during the fall of 2013 and winter of 2014 to consider future
uses of the Medfield State Hospital property.

MS! I Strategic Reuse Master Plan Contract Page 9 of 29

A non-mandatory pre-bid scoping meeting will be held after the site visit on Tuesday, December 9,
2014 at 12:00 pm to provide an opportunity for consultants to ask questions. Please RSVP to Sarah
Raposa, Town Planner, at  or (508) 906-3027.

Questions regarding the project may be submitted in writing to the Town Planner, Sarah Raposa, at or faxed to (508) 359-6182. Questions should be emailed or faxed, and should
be submitted any time prior to 12:00 pm on Monday, December  15, 2014.

Please submit a letter of interest to if you wish to receive RFQ updates
and/or Questions and Answers.


The following outline is offered to describe the general extent of conceptual design services to be
provided by the Consultant. This outline is not necessarily all-inclusive and the Consultant
should include in the proposal any tasks or services deemed necessary to satisfactorily complete
the project. Consultants are encouraged to bring expertise gained from other projects, creative
ideas tested elsewhere, and best practices applicable to this project.

The Consultant will create an effective public outreach program to ensure full stakeholder
involvement at the optimal points in the design process.  The Committee envisions that these
outreach activities can include public workshops, forums, stakeholder meetings, surveys, public
meetings, televised interviews, social media outreach, etc.  Approximately  12 committee meetings
and public events are anticipated, but will be determined mutually with the Committee and
Consultant to successfully fulfill the objectives of this effort. The Consultant will keep meeting
minutes and summarize meeting outcomes back to the Committee.

1.          Phase I: Create Conceptual Plans & Economic Analysis for the Land Reuse

The Consultant will collaborate with the Committee and Town staff to develop a comprehensive Master
Plan for the properties.  The Master Plan will contain both a land use concept design that
identifies how the properties and buildings will be used and an implementation strategy that
addresses how the plan will be implemented to achieve maximum success.  The Master Plan will be
submitted for approval to

MSI I Strategic Reuse Master Plan Contract Page 1 1 or 29

An essential element of achieving the third objective is preparation of an economic model that
quantifies the financial outcomes for each proposed conceptual reuse scenario.  The financial
analysis will include the following

•   An investigation of the financial viability for selected public/private models in which the
Town and private business can share in the costs and benefits
•    An analysis of costs associated with a baseline “status quo” scenario to determine municipal
carrying costs of doing nothing or capital costs of demolition to create more open space
•   An examination of impacts of new development on town resources,and adequacy of existing public
facilities and services for future needs.
•   An analysis of the availability and potential applicability of federal and state funding
resources including housing programs, federal and state historic rehabilitation tax credits,
Chapters 40R and 40S Compact Neighborhoods  funding, MassWorks Infrastructure Grants, Brownfield
Redevelopment  Funds, etc.

2.  Phase II: Develop Zoning Modifications and Design Guidelines

The Consultant will create draft amendments to the Medfield Zoning Bylaw to allow the conceptual
uses proposed in the Master Plan. The Consultant will support the approval and adoption of the
proposed zoning modification by Town Meeting. The Consultant will also highlight sections of the
existing zoning bylaw that may conflict with or prevent desirable outcomes. The Consultant will
produce design guidelines and a proposed review process for permitting potential reuse projects.

3.   Phase III: Disposition Plan

The Consultant will develop a recommended Master Plan implementation strategy that optimizes
project success and reduces implementation risks. Approaches to be considered include disposition
of the entire site to a single master developer versus a phased implementation using smaller
disposition parcels conveyed to multiple developers. Ifa phased implementation strategy is
recommended, site parcel subdivision plans to support phased implementation will be developed.
Ifremoval of some buildings is required, a plan will be developed for how and when such building(s)
will be demolished, including hazardous materials abatement and debris removal.

A schedule of date-specific key activities and milestone attainment will be developed consistent
with the recommended strategy, along with an RFP package(s) for reuse/disposition  of the property.


MSI J Strategic Reuse Master Plan Contract Page U of 29


The Consultant shall submit an estimated price summary for each phase individually and an aggregate
for all three phases.  The Town reserves the right to retain separate consultants for one or more
but not necessarily all three phases of the project.  However it is our goal for the entire process
to be completed  by one Consultant. It is the desire of the Town that this contract will be a firm,
fixed price agreement.
Bidders are encouraged to provide comment as to whether the initial allocation of funds is
sufficient to complete all phases in the Scope of Work.


At a minimum, the proposing firm/team must meet the following requirements:

A.  The firm/team should demonstrate the ability to bring creative responses to master planning
complex multi-use projects and have significant experience in design, site planning, public policy,
sustainability planning, project financial analysis and outcomes based on various development
scenarios, experience with various governmental agencies, private development, public-private
partnerships, public and private funding sources, historic preservation/renovation,  and

B.   The firm/team should have previous experience in managing public information processes,
conducting reuse planning processes and preparing master reuse or redevelopment plans. The
firm/team should have completed two (2) such projects of similar size and scope.

C.   The firm/team should be professionally responsible and attentive. The volume of the firm’s
current and projected workload must not adversely affect its ability to immediately initiate work
and to  follow through with the project in a timely and professional manner. The firm and all team
members must be capable of devoting a significant amount of time to this project in order to
complete the work within the schedule outlined in this RFQ.


Proposals must be submitted in two separate sealed envelopes marked “Medfield State Hospital Reuse
Master Plan – Response and Qualifications” and “Medfield State Hospital Reuse Master Plan – Price”.
See Section XI for details on selection criteria. Proposals must be received by 12:00 p.m. on
January 16, 2015. Late proposals will be returned unopened.

IvlSH Strategic Reuse Master Plan Contract Page  15 of 29

2.    Description, with examples, of the firm/team’s experience in working with municipalities
preparing comprehensive or strategic reuse plans, and conducting public meetings. Include reference
to your experience in ( 1) use of visual materials to illustrate proposed future development
scenarios, and (2) public outreach materials and community relations, public speaking, facilitation
and consensus building.

3.    A comprehensive implementation plan for the proposed work, including the firm/team’s general
approach to such work, evidence of the firm/team’s understanding of the goals and objectives of the
project, and methodology for accomplishing the tasks as listed in this RFQ.

4.    An outline of the schedule for completion of tasks (timeline) as presented in the firm/team’s
approach to the scope of services.

5.    Description of the assigned staffs’ experience, educational background, availability, and
chain of responsibility, including the name and title of the principal and project manager assigned
to the project, names of all sub-consultants, and resumes of all personnel to be associated with
the project.

6.    List ofreferences, including name, title, agency, address, project cost, and telephone number
for similar projects completed (including dates). For teams assembled from multiple firms submit at
least three (3) letters of reference with contact information from each firm on the team.

7.    Other pertinent information about the firm(s) that would aid the Town in making a selection.

8.    Completed Attachment A Tax Compliance Form and Attachment B Non-Collusion Affidavit.

9.    Evidence of insurance coverage, including general and professional liability and worker’s
compensation  insurance.

B. Sealed Submission II, clearly marked “Medfield State Hospital Reuse Master Plan -Price”.

Completed Attachment C: Price Form

MSH Strategic Reuse Master Plan Contract Page  17 of 29

(NA) Not Advantageous: The plan of services is not sufficiently detailed to fully evaluate, or the
plan does not contain all the components necessary to produce a complete project that addresses all
of the required issues.

(U) Unacceptable: The plan of services does not meet all the minimum applicant qualifications
detailed in “Consultant Qualifications”.

B.  Staffing Plan for undertaking this project, including the professional qualifications of all
project personnel with particular attention to training, educational background, and professional
experience. Demonstrated expertise and experience of the Principal-in Charge, Project Manager, and
other key personnel, and any Consultants to be assigned to the Project, including professional
registration of the Consultants and their qualifications. (15%)

(HA) Highly Advantageous:   All project team members have requisite training in their area of
expertise and have demonstrated successful performance with excellent client satisfaction on
several prior projects.

(A) Advantageous:    Most project team members have requisite training in their area of expertise
and have demonstrated successful performance with excellent client satisfaction on several prior

(NA) Not Advantageous:   Some project team members have requisite training in their area of
expertise and have demonstrated successful performance with excellent client satisfaction on
several prior projects.

(U) Unacceptable: The project team does not have sufficient expertise and experience in this type
of project.

C.  Depth of experience with similar projects, and prior experience with public contracts and
relevant codes, laws, and regulations. (25%)

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

MSH Strategic Reuse Master Plan Contract
Page 19 of 29

(NA) Not Advantageous: Three or more clients not all of whom consider your services satisfactory or

(UA) Unacceptable: Fewer than three clients who consider your services satisfactory or better, or
three or more clients who consider your services unsatisfactory.

F.   Demonstrated ability to meet project budget and project schedule. (10%)

(HA) Highly Advantageous: All of the Consultant’s references indicate that the projects were
completed within budget and on schedule or with minimal, insignificant delays.

(A) Advantageous: One of the Consultant’s references indicates that the project was not completed
within budget attributable to the Consultant or with substantial delays attributable to the
Consultant, and no current project or project completed in the last three years experienced
substantial delays attributable to the Consultant.

(NA) Not Advantageous: Two of the Consultant’s references indicate that the project was not
completed within budget attributable to the Consultant or was completed with substantial delays
attributable to the Consultant, and no current project or project completed in the last year
experienced substantial delays attributable to the Consultant.

(U) Unacceptable: More than two of the Consultant’s references indicate that the project was not
completed within budget attributable to the Consultant or was completed with substantial delays
attributable to the Consultant.

MSI J Strategic Reuse Master Plan Contract Page 21 of 29

The entire Medfield State Hospital (MSH) property includes approximately 249 acres of land with 35+
buildings of varying size and condition.  The MSH property is divided into 8 parcels with 6 of the
parcels, amounting to approximately  115 acres to be retained by the State, and 2 parcels of
approximately  134 acres having been offered for sale to the Town.  These parcels are shown below
as Parcel A and Parcel B:

MSH Strategic Reuse .Master Plan Contract Page 23 of 29


Acceptance or Rejection of Proposal: The Town reserves the right to reject any or all proposals.

Fee for Services: The proposal fee shall include all labor, materials, travel, insurance, and all
other necessary expenses to fulfill the conditions of the contract.

Proposal Authorization: The proposal must be signed by an individual authorized to enter into a
contract with the Town. In the case of a corporation, the title of the officer signing must be
stated and the corporate seal must be affixed. In the case of a partnership, the signature of at
least one of the partners must follow the firm name using the term “members of firm”, use the term
“doing business as                                ,” or “Sole Owner.”

Contract: The Consultant to whom the contract is awarded will be required to execute a written
contract within ten (10) days from the date that they are notified of the award. In case of failure
to do so, they will be considered as having abandoned the contract. The Town shall have the right
to periodically review the performance of the Consultant and to terminate the contract with or
without cause upon thirty (30) days’ notice to the Consultant, provided that in the case of
termination without cause the Consultant will be paid for work completed through the date of

Insurance: The Consultant shall obtain and maintain during the term of the contract general
liability and auto liability coverage in limits of $1,000,000/$1,000,000 and for workers’
compensation and employer’s liability coverage as defined by statute. All policies shall identify
the Town as an additional insured (except Workers’ Compensation).

Indemnification: The Consultant shall indemnify, defend, and hold the Town harmless from and
against any and all  claims, demands, liabilities, actions, causes of actions, costs and expenses,
including attorney’s fees, arising out of the Consultant’s breach of contract, negligence or
misconduct of the Consultant, or the Consultant’s employees or agents.

Payment of Invoices: The Town shall make payments within thirty (30) days after its receipt of
invoice assuming that the work performed is to the full and complete satisfaction of the Town
Planner. Progress payments will be negotiated in the contract.

Assignment of Contract: The Consultant who is awarded the contract shall not assign, transfer,
convey, sublet or otherwise dispose of said contract, or his right, title or interest in or to the
same, or any part thereof, without prior consent in writing from the Board of Selectmen, endorsed
on or attached to the contract.

J’vlSH Strategic Reuse Master Plan Contract
Page 25 ol’29

Medfield State Hospital Master Planning Committee (MSHMPC) Contract with Vanasse Hangen Brustlin,
Inc. (VHB) re Master Planning

Attachment B

Certificate of Tax Compliance

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

Social Security Number or Federal Identification Number

Signature    of   Individual    or   Corporate Name

Corporate Officer (if applicable)

MSI J Strategic Reuse .Master Plan Contract Page  27 of29

Medfield State Hospital Master Planning Committee (MSHMPC} Contract with Vanasse Hangen Brustlin,
Inc. (VHB) re Master Planning

Phase II – Develop Zoning Modifications and Design Guidelines

Phase III -Disposition Plan

Total of All Phases

Signed                                                        Title

Print Name                                                               Date Signed

MSI J Strategic Reuse Master Plan Contract Page 29 of 29

Exhibit B – Scope of Work

The RFP outlines a comprehensive scope of work for undertaking the Strategic Reuse Master Plan. The
following Draft Scope of Work presents our approach to the work plan as presented in the
RFP,subject to further review and refinement with the Town.
Based on our review of the scope contained in the RFP,as well as our direct, relevant experi­ ence
working on similar efforts in other locales, we have determined that the work effort necessary to
properly address the requested scope exceeds the available funding for the study. We suggest
prioritizing the scope of work to address the most important elements necessary to advance project
implementation. Our recommended approach is to target efforts in Phase I towards the current
available funds and develop a plan for the second and third phases of work to be undertaken when
additional funds become available and when clearer, more specific strategies needed to implement
the Reuse Plan are known. We believe this approach will address the most important aspects of the
Reuse Plan, site feasibility, and economic development potential up-front. Please note that we have
presented a budget for all three phases of work in our Price Proposal section under separate cover.

Phase I: Create Conceptual Plans & Economic Analysis for the Land Reuse

The VHB Team will collaborate with the Committee and Town staff to develop a Strategic Reuse Master
Plan for Medfield State Hospital Site that includes the “Core Campus”,Sledding Hill and nearby Town
lands that include McCarthy Park, Lot#3 (on Ice House Road) and
the Hinckley property. The development of the Reuse Plan will contain a land use concept design
that identifies how the properties and buildings will be used in the future and an implementation
strategy that will addresses how the plan will be implemented to achieve maximum success for the

The following tasks will be undertaken in Phase I.

Task 1.1-Review Background Materials and Prepare Base Map

VHB will work with the Town to collect existing documents and background materials for the project
sites. Key resources for this effort include the prior studies, research and documents that have
already been undertaken and prepared. This includes the 2014 Vision Report, various site and
building assessments and the goals and objectives that have been estab­ lished by the Town and
Committee. It is assumed that the GIS information will be provided by the Town /or be available
from state GIS resources. In order to understand the existing condi­ tions and prepare a constraint
base map, the VHB Team will undertake the following:

Review and Confirmation of Goals and Principles

VHB will review the existing planning principles, goals and objectives. This will include a review
of the 2014 Vision Report to develop an understanding of the preferred land uses, and the
strategies and priorities that were identified by the Medfield community.


RKG will review existing information and previous reports as they pertain to the market, economic,
fiscal and financial potential for the properties. Previous market analyses, in partic­ ular the
2012 JLL study will be reviewed along with other regional and sub-regional studies.


VHB I implementation Plan and Project Approach


VHB will research available water, sewer, storm drainage, gas, electrical,and telecommunications
utility information for the project sites, and compile the collected information into the project
base map. VHB will coordinate with the Town and local utility service providers to identify known
capacity issues within the existing systems, and will prepare a planning level assessment of system
capacities to identify potential infrastructure constraints for future development.

Natural Resources

To understand the natural resources and their associated constraints, VHB’s environmental staff
will perform a review of the subject property utilizing publicly available information. The desk
top review will assist in identifyingjurisdictional resources on site, as well as identify
any areas of concern such as aquifers, flood zones or potentially hazardous materials. In addition,
VHB will rely upon the work completed by Judith Nitsch Engineering that identified wetlands and
resources areas.

VHB will compile the data listed above onto an aerial photo based map and develop recom­ mended
practices for site development aimed at avoiding impacts to natural resources.


VHB will review the existing transportation facilities that are within the context of the State
Hospital Complex to become familiar with existing road designations, traffic volumes, access to
sites to develop an understanding of where potential locations might be impacted as the site is
redeveloped over time.

Environmental Constraints

VHB’s Remediation and Assessment Group will review existing environmental information that is
provided by the Town for the Site to ensure the proposed land use plans developed during this phase
of work take into account known environmental site conditions. Concep­ tual land use plans will be
tailored to minimize exposure to potential receptors such as future workers or residents by
intensifying redevelopment efforts on portions of the Site that are
not affected by Oil and/or Hazardous Material (OHM) and conversely avoid contaminated areas. The
conceptual land use plans will also be developed to minimize remediation of known OHM at the site
or in site structures. By utilizing this available data, not only can the land use plans minimize
potential exposure to OHM to both construction workers and future site users, but also reduce costs
by minimizing required mitigation and regulatory obligations associated with the Massachusetts
Contingency Plan (MCP) or other applicable local,state and federal regulations.


VHB’s Cultural Resource Specialist will review the National Register nomination and other avail­
able documents that provide information about the affected historic properties along with a
site visit to determine the condition and integrity of the buildings and landscapes. They will also
review the local historic district ordinance and associated guidelines to understand the review
processes that will be required for both demolition and proposed reuse of extant structures.


VHB I implementation Plan and Project Approach

u Issue and opportunities constraints base maps

Task 1.2-Site Tour and Brainstorming Session

VHB will visit the site to ascertain “on-the-ground” information including site characteristics
such as land use, access, circulation, open space, landscape, building layout, parking and
neighborhood context following the site tour, VHB will convene a “charrette”/brainstorming session
with Town staff and the Committee that will include:
e1  Debrief of the site tour

1; Discussion of potential land uses that are appropriate for each site/parcel focusing on the
results of the 2014 Visioning Report
u Discussion of project goals

11 Discussion of potential access/circulation issues and opportunities that would serve to improve
the adjacent roadway network
u Discuss project assumptions

Task 1.3-Market Feasibility Study

RKG will update existing market information as required based on current published informa­ tion
for the Town and immediate region, including the 2012 Jones Lang Lasalle market assess­ ment.
Updated detailed demographic data is now available from the Census Bureau and proprietary sources
that will allow RKG to refine the demand forecasts, along with updating current supply data for
Medfield and the surrounding region. This will include assessing current and reasonably foreseeable
demand conditions for residential,office, institutional and profes­ sional service uses that might
be accommodated on the campus. The objective of this task is to develop a set of reasonable
forecasts of demand and pricingfor these uses, as the basis for esti­ mating future revenues from
the sale or lease of the properties. Included in the market assess­ ment will be an update of the
Town of Medfield’s housing inventory (based on assessment and planning department data), including
stratification by type (single family/multi-family, rental/ condo), style and value/price levels.
Medfield’s affordable housing inventory will also be evalu­ ated based on current state databases
and anecdotal information, in order to develop a needs assessment for Medfield’s diverse economic
and demographic populations.

Task 1.4-Development Draft Master Plan

Based on the confirmation of the project goals, discussion at the brainstorming session, and
findings from the market feasibility study, VHB will prepare up to three land use / develop­ ment
alternatives for the project area. The Concept Plans will include the following:
11 Land uses

t 1  Building footprints

u Parking areas

1.1 Vehicular roadways

1 1   Pedestrian and bicycle facilities


VHB I implementation Plan and Project Approach

u Amenity/landscape spaces/plazas

11 Trails and open spaces

u A written summary of new development program (listed by use)

11 A written summary of new parking spaces provided

Each alternative will include:

r; A site plan rendering of the proposed conditions

u Photo examples of similar projects in terms of land use, scales, character and densities

Following the development of the preliminary reuse strategies, VHB’s transportation planners will
conduct a preliminary evaluation of the project’s likely impacts on the surrounding transportation
network. Depending on the nature and magnitude of the reuse options under consideration, VHB will
review the local and regional impacts on the surrounding transporta­ tion infrastructure. VHB will
estimate the traffic impacts, and determine the likely directional distribution of any new traffic
on local roadways. VHB will also determine the order of magni­ tude impacts, possible
infrastructure upgrades and enhancements needed to support the reuse options being considered, and
to provide rough opinions of cost for planning purposes. The study area for this evaluation will
generally concentrate on the Hospital Road, Route 27 (North Meadows Road), and Harding Street
corridors. Attention will also be given to iden­ tifying parking needs, enhancing pedestrian and
bicycling connections, and will discuss impacts to the surrounding neighborhoods adjacent to the
reuse areas.

VHB will prepare a planning level assessment of water, sewer, and storm drainage infrastruc­ ture
based on projected future development. VHB will identify potential system upgrades necessary to
accommodate the proposed development programs, and will work with the Town and project team to
determine how the projected growth would impact these systems. This preliminary analysis will be
undertaken to provide insight into the impact that future development scenarios may have on the
existing utility systems, and allow the Town to plan for future developments through potential
upgrades or improvements.

VHB will prepare an order-of-magnitude cost estimate for each alternative. The cost estimate will
be order of magnitude for planning purposes and will be based on an assumed cost per square foot
major project elements.

VHB will present the alternatives and a comparative summary matrix of the major differ­ ences
between the alternatives and to Town and Committee with the goal of identifying a preferred

ri  PDF’s of each draft concept plan alternative

r 1   Summary Table of development program for each concept plan alternative

u Summary order-of-magnitude cost for each concept plan alternative


VHB I I mplementation Plan and Project Approach

u A technical memorandum that summarizes the concept plan alternatives. The memorandum will also
include an outline of major infrastructure components that may be needed in support of each
alternative, such as utilities, stormwater, open space and recreation, trails and connections, and
likely impacts to study area roadways and intersections

Task LS-Financial Feasibility

Based on the redevelopment scenarios developed in the previous tasks, RKG will create a
spreadsheet-based economic model in order to test the financial feasibility of alterna­ tive
development concepts. The model will forecast cash flows for up to 20 years, and will contrast
revenues from the sale or lease of land and buildings, the provision of utili­ ties and services,
possible grants as well as tax revenues with the costs to redevelop and
operate the campus. Costs will include capital expenditures for infrastructure (roads and
utilities), on-going administrative and maintenance costs as well as potential debt service. The
resulting annualized cash flow analysis will serve as the basis for a business plan and
decision-support tool that will be used to evaluate the viability and feasibility of the various
alternatives in a highly iterative manner. Because the redevelopment scenarios will vary widely in
structure and design (e.g. use of a Master Developer or multiple sub-developers, Town-owned
development, land leases vs. sales, etc.), the models will differ in style but will be based on
common market-based assumptions regarding timing, values and costs. The models will also be
designed to be easily adapted to new development scenarios, with a user-friendly interface so that
the Town may continue to utilize this tool in the future.

In concert with VHB planners and engineers, RKG will develop conceptual development cost estimates
for the various building and infrastructure components utilizing commonly accepted metrics (per
unit, per square foot, etc.) that include hard and soft costs as well as overhead and developer’s

Task 1.6-Preferred Reuse Plan

Based on the feedback received from the Town and Committee, VHB will prepare a Preferred Reuse
Plan. The Plan will be drawn to the same level of detail as described in Task 1.4. VHB will refine
the order-of-magnitude cost estimate for the Preferred Plan. In addition, VHB will prepare a listed
of potential action items and/or steps that would be needed to advance the development of the Reuse

1.1 PDF’s of the preferred concept plan

Li Summary Table of development program for each preferred concept plan

11 Summary order-of-magnitude cost for each preferred concept plan

u Bulleted list of action items, and /or steps needed to advance each concept plan

Task 1.7-Final Financial Feasibility

Based on the redevelopment program that emerges from the previous tasks, RKG will refine the
financial model to test the financial feasibility and economic viability of the desired final Reuse
Plan. Although a particular conceptual outcome may appear to be financial feasible


VHB I implementation Plan and Project Approach

– i.e. the project as proposed “cash flows” and shows a positive return over time, the ability of
the Town and/or a developer to finance and complete the project (or elements of the overall
project) may differ. The Internal Rate of Return (IRR) from each project element must be suffi­
cient to meet market requirements in order to attract funding based on anticipated market
conditions, competitive investment sources and the risk tolerance profiles of the various players,
including the Town.

Task  1.8-lmplementation  Strategies

Based on identifying a Preferred Reuse Plan, VHB and RKG will develop an implementation plan the
will outline objectives for the following:
u Land Development Strategies that identify the types of development and logic phasing of projects
u Funding Strategies that identify resources that would supplement public and private investments
u Financial Strategies that identify tools and incentives that may be applicable to the project
that are identified in the Reuse Plans
u Zoning Strategies that will identify potential approach to the work that would come in Phase 11
of this study

Task 1.9-Public Involvement Plan

VHB will prepare a Public Involvement Plan (PIP) to facilitate stakeholder involvement at optimal
points during the process. VHB will presentthe PIP to the Town and Committee for input and final
approval. The PIP will include identification of key public meetings, project milestones, and
format and communication tools for each public event.

Public Meeting # 1-Alternotives

VHB will plan for and attend a Public Meeting (#1) at the beginning of the study to explain the
project, its goals and objectives. We anticipate scheduling this public event after completing the
real estate market assessment and creation of the Reuse Alternatives.

Public Meeting #2-Preferred Pion

VHB will plan for and attend a Public Meeting (#2) to present the results the Preferred Reuse Plan
and findings from the feasibility analysis. Public comments will be solicited with emphasis on the
implementation strategies.

u Public Involvement Strategy

r ; Draft and final agenda for each public meeting

;, Draft and final handout materials and PowerPoint presentation for each public meeting

r1 Draft and final flyer for each public meeting

u Meeting notes from each public meeting


VHB I implementation Plan and Project Approach

u Documentation of public comments received during each public meeting

Task 1.10-Project Coordination/Committee  Meetings

VHB will coordinate with the Town and Committee on a regular basis throughout the project to review
the status of work, deliverables, and plan for and discuss upcoming tasks and events. To facilitate
this coordination, VHB proposes joint Project Coordination/Committee Meetings.

For budgeting purposes, VHB has included a total of ten Coordination/Committee Meetings, as
t1 Four Coordination/Committee Meetings in Phase I

ti Three Coordination/Committee Meetings in Phase II

ti Three Coordination/Committee Meetings in Phase Ill

‘ 1 Meeting Agendas

u Meeting Notes

Phase I: Summary

At the conclusion of Phase I, VHB will deliver to the Town a preliminary Reuse Plan that
will determine the physical and financial feasibility of proceeding with redevelopment and describe
in general terms a realistic approach for moving ahead. This Plan will include an economic and
market-based business plan component that will quantify the investment requirements and the risks
to the Town and potential development partners.

Phase II: Develop Zoning Modifications and Design Guidelines

VHB will create draft amendments to the Medfield Zoning Bylaw necessary to allow the conceptual
land uses as outlined in the preferred Reuse Plan created in Phase II. VHB will support the
approval and adoption of the proposed zonirig modification by Town Meeting. VHB will highlight
sections of the existing zoning bylaw that may conflict with or prevent desirable outcomes. VHB
will produce design guidelines and a proposed review process for permitting potential reuse

The following tasks will be undertaken in Phase II.

Task 2.1-Draft Zoning

VHB will perform a technical review of the existing Town of Medfield Zoning Bylaw as it relates to
the Medfield State Hospital site. The February 2014 Visioning Report indicates that the current
zoning, in terms of use designations, dimensional regulations and performance standards are
inconsistent with the reuse options under consideration by the Town. VHB will summarize the current
zoning regulations that apply to the site, but will focus on options for zoning amendments that are
more consistent with the Town’s vision for future development


VHB I Implementation Plan and Project Approach

on the former hospital grounds. In addition, VHB will meet with the historic district commis­ sion
as the guidelines are developed to gain an understanding of historic preservation goals,
objectives, and procedural requirements.

Based upon the Master Plan prepared as Phase I of the project, VHB will examine potential zoning
changes necessary to implement the Plan’s vision. VHB will recommend new land use designations for
the project site, along with the area, height and bulk standards that accommodate the recommended
layout and density of future development. Performance standards can be considered that address such
issues as road layout, parking, landscaping and streetscape improvements, stormwater management,
green building standards, and affordable housing.

Additionally, VH B will review the Zoning Bylaw to identify potential conflicts with other existing
provisions of the Bylaw that may impede smooth implementation of the Master Plan Vision. A key
component of this review will be to assess the permitting and project review process to create a
smooth process for both project developers and the Town. VHB will provide the Town with some
options to consider such as designating the site under M.G.L. c. 430, which streamlines the
permitting process, and ways in which multiple permit reviews may occur concurrently. Once a
preferred concept plan has been approved, VHB will advise the Town on scenarios best-suited for
approval process specific to that plan.

VHB will develop a draft zoning amendment based on the approved concept plan for Town review and

u Draft Zoning Amendment

Task 2.2-Final Zoning

Based on comments received from the Town, VHB will revise and update the proposed zoning amendment
for final approval in advance of the Town Meeting where the zoning amendment will be presented.

u Final Draft Zoning Amendment

Task 2.3-Design Guidelines

Based upon the preferred concept plans and the proposed zoning amendment, VHB will draft design
guidelines that supplement the zoning provisions and specifically address the design of the
buildings (orientation, mass, architectural features, etc.), surrounding landscape and streetscape,
pedestrian and bicycle access, and signage. The guidelines are meant to augment the zoning and will
be drafted to allow flexibility in the final design of the project. They will be prepared as a
separate stand-alone document that the Town can use during the review process to encourage
development that is in concert with the approved concept plan for the site.

VHB will develop both a draft and final set of design guidelines for Town review. The final set of
guidelines will be prepared based upon the comments received on the first draft.


VHB I Implementation Pla n and Project Approach

u Draft and Final Guidelines

Task 2.4-Coordination/Committee   Meetings

VHB anticipates three Coordination/Committee Meetings and one Public meeting for Phase II, as
t 1  Meeting 1-0btain input from the Town regarding key zoning and permitting issues that should be
considered as the draft zoning amendment is prepared.
t i Meeting 2-Review the draft zoning amendment and discuss recommended changes for the final
draft. Discuss design concepts that should be incorporated into the draft design guidelines.
u Meeting 3-Review draft design guidelines and discuss recommended changes for the final set of
design guidelines.

Public Meeting #3-Zoning and Implementation

VHB will plan for and attend a Public Meeting (#3) to present the draft zoning recommendations.

Phase Ill: Disposition Plan

The VHB Team will develop a recommended Master Plan implementation strategy that optimizes project
success and reduces implementation risks. Our team will explore various approaches that may include
disposition of the entire site to a single master developer; phased implementation using smaller
disposition parcels conveyed to multiple developers; creation of a special purpose agency (e.g.
Redevelopment Authority) to manage and oversee the entire project; and/or outright sale of the
property. These strategies will be grounded
in the market potential for the property and its components and the financial and organiza­ tional
capacity of the Town. If a phased implementation strategy is recommended, the VHB Team will prepare
a conceptual parcel subdivision plan to support a market-based disposi­ tion strategy that
minimizes risk. A schedule of date-specific key activities and milestone attainment will be
developed consistent with the recommended strategy, along with an RFP package(s) for
reuse/disposition of the property.

The following tasks will be undertaken in Phase Ill.

Task 3.1-Draft Implementation Plan and Disposition Strategy

RKG will develop up to four scenarios for disposition. These will be defined by the Town’s interest
in and capacity to manage a complex property development process, as well as the market potential
for and interest in the project by private investment/development interests that will discovered
during the first phase of this planning process.

RKG will test feasibility of disposition. Each of the disposition strategies will be analyzed using
the development model from Task 1.7, in order to quantify the returns and risks associated with
each. The feasibility of a particular disposition strategy is dependent on several factors:




The engagement of Vanasse Hangen Brustlin, Inc. (VHB) by Client is under the following terms and
conditions. These terms and conditions are an integral part of the collective Agreement between
Client and VHB.

1.      The fee estimate for the proposed Scope of Services is valid for 60 days from the date of

2.     Payment to VHB is the sole responsibility of signatory of this Agreement and is not subject
to third party agreements.

3.     All schedules set forth in the attached Scope of Services commence upon receipt of a signed
Agreement and, if requested, a retainer. All retainer amounts will be applied to the last invoice.

4.     Requests for additional services and any associated fee adjustment must be authorized in
writing before additional services can begin.

5.      Invoices will be rendered monthly and become due upon receipt. Any invoice outstanding for
more than 30 days after date of invoice will be subject to a financing charge of 1-1/2 percent per

6. Should it become necessary to utilize legal or other resources to collect any or all monies
rightfully due for services rendered under this Agreement, VHB shall be entitled to full
reimbursement of all such costs, including reasonable attorneys’ fees, as part of this Agreement.

7.      Invoice payments must be kept current for services to continue. If the Client fails to pay
any invoice due to VHB within 45 days of the date of invoice, VHB may, without waiving any other
claim or i’ight against Client, suspend services under this Agreement until VHB has been paid in
full all amounts due VHB and/or any of its Consultants and Subcontractors.  Sealed plans, final
documents, reports, and attendance at meetings/hearings will not be provided unless payment for
services is current.

If VHB is performing services for the Client under multiple projects, invoice payments must be kept
current on all projects for services hereunder to continue. Client acknowledges VHB’s right to
suspend services and withhold plans and documents, as provided above, if payments are not current
on all projects. If services are suspended for 30 days or longer, upon resuming services VHB shall
be entitled to expenses incurred in the interruption and resumption of its services. If services
are suspended for 90 days or longer, VHB shall be entitled to expenses incurred in the interruption
and resumption of its services and fees for remaining services shall be equitably adjusted.

The parties agree to coordinate invoices to assure timely payment. Among other things, VHB’s
project manager and Client’s representative will confer as often as reasonably necessary about any
issues that arise involving invoicing and collections. Client’s representative will contact VHB’s
project manager forthwith upon receipt of an invoice about any questions or issues concerning
invoiced amounts. If Client’s representative and VHB’s project manager are unable to resolve any

Revised: 6/25/09

Revised: 6/25/09

questions or issues, Client’s representative will line item any disputed or questionable amount and
pay VHB. VHB, at its option, may revise and resubmit disputed amounts at a later date.

8.     VHB agrees to carry the following insurance during the term of this Agreement:

• Workmen’s Compensation and Employer’s Liability Insurance in compliance with statutory limits.

•   Comprehensive General Liability Insurance including Products Completed, Contractual, Property,
and Personal Injury coverage with combined single limits of $1,000,000 per occurrence and $
2,000,000 in the aggregate.

•  Professional Liability Insurance with a limit of $1,000,000 per claim and in the aggregate

• Automobile Liability Insurance including non-owned and hired automobiles with a combined single
limit of $1,000,000 per occurrence.

Certificates of insurance will be furnished upon request. If the Client requires additional
insurance coverage, and it is available, Client agrees to reimburse VHB for such additional

9.      The Client and VHB shall at all times indemnify and save harmless each other and their
officers, and employees on account of any claims, damages, losses, litigation, expenses, counsel
fees, and compensation arising out of any claims, damages, personal injuries and/or property losses
sustained by any person or entity, to the extent caused by the negligent acts, errors or omissions
of the indemnifying party, its employees, or subcontractors in connection with the Project, and/or
under this Agreement.

10.    VHB shall not be responsible for failure to perform or for delays in the performance of
services which arise out of causes beyond the control and/or without the fault or negligence of

11.    VHB shall be entitled to rely on the accuracy and completeness of data, reports, surveys,
requirements, and other information required to be provided by Client under this Agreement.

12.    Client agrees to the fullest extent permitted by law, to indemnify and hold harmless VHB,
its officers, employees and sub-consultants from and against any and all claims, suits, demands,
liabilities costs, including reasonable attorneys fees and defense costs caused by, arising out of
or in any way connected with the detection, presence, handling, removal, abatement, or disposal of
any asbestos or hazardous or toxic substances, products or material that exist on, about or
adjacent to the job site.

13.    VHB’s services will be performed on behalf of and solely for the benefit and exclusive use
of Client for the limited purposes set forth in the Agreement. Client acknowledges that VHB’s
services require decisions that are not based upon science, but rather upon judgmental
considerations. Client may not delegate, assign, sublet, or transfer its duties or interest in this
Agreement without the written consent of VHB.

Revised: 6/25/09

14.   In the performance or furnishing of professional services hereunder, VHB, and those it is
responsible for, shall exercise the degree of skill and care customarily accepted as good
professional practices and procedures by members of the same profession currently practicing under
similar conditions in the same locality (“Standard of Care”).

Consistent with this Standard of Care, the services shall conform to applicable laws, codes,
ordinances, and regulations of any governmental agency having jurisdiction over the project, at the
time services are rendered. VHB shall perform its services as expeditiously as is consistent with
the Standard of Care and with the orderly progress of the Work.

15.    VHB shall not be required to sign any documents, no matter by whom requested, that would
result in VHB’s having to certify, guaranty or warrant the existence of conditions whose existence
VHB cannot ascertain. Any certification provided by VHB shall be so provided based on VHB’s
knowledge, information, and belief subject to the preceding sentence, and shall be given in VHB’s
professional opinion consistent with the Standard of Care. VHB shall be compensated for any work
necessary to verify project compliance with regulatory standards for purposes of such

16.    Client hereby agrees that to the fullest extent permitted by law, VHB’s total liability to
Client and any persons or entities claiming by, through or under the Client, for any and all
injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to
the Project and/or this Agreement from any cause or causes including, but not limited to VHB’s
negligence, errors, omissions, strict liability, statutory liability, indemnity obligation, breach
of contract or breach of warranty shall not exceed $50,000 (fifty thousand dollars).

17.   All documents including Drawings and Specifications (whether in hard or electronic form)
prepared by VHB pursuant to the Agreement are instruments of service with respect to the Project.
They are not intended or represented to be suitable for reuse by the Client or others on extensions
of the Project or on any other Project. Any reuse by Client or a third person or entity authorized
by Client without written verification or adaptation by VHB for the specific purpose intended will
be at the Client’s sole risk and without liability or legal exposure to VHB; and the Client, shall
release, indemnify and hold harmless VHB from all claims, damages, losses and expenses including
attorneys’ fees arising out of or resulting therefrom. Any such verification or adaptation will
entitle VHB to additional compensation at rates to be agreed upon by VHB and the third person or
entity seeking to reuse said documents.

If any information hereunder is provided in electronic format, Client recognizes that such plans,
documents or other information recorded on or transmitted as electronic media, including CADD
documents (“Electronic Documents”) are subject to undetectable alteration, either intentional or
unintentional, due to, among other causes, transmission, conversion, media degradation, software
error, or human alteration. Accordingly, the Electronic Documents are provided to Client for
informational purposes only and not as record documents.

18.    To the extent permitted by law, VHB retains the copyright in all written work products,
including plans, specifications, calculations, computer programs, and computer generated materials
in al’ly form, produced in connection with the work under this agreement, unless otherwise agreed
to in writing by an authorized VHB representative. Subject to Term No. 17 above, VHB licenses to
Client the use of all written work products, including plans, specifications, calculations, and
computer generated materials in any form, produced in connection with the work under this agreement
on a non-exclusive basis.

Revised: 6/25/09

19.    All questions in dispute under this Agreement shall be submitted to non-binding mediation.
On the written notice of either party to the other of the election to submit any dispute under this
Agreement to mediation, each party shall designate their representative and shall meet within ten
(10) days after the service of the notice. The parties themselves shall then attempt to resolve the
dispute within ten (10) days of meeting. Should the parties themselves be unable to agree on a
resolution of the dispute, then the parties shall proceed with mediation in accordance with the
mediation rules of the American Arbitration Association. The cost of mediation shall be borne
equally by both parties. This process shall be considered as a condition precedent to moving to a
more formal or judicial process.

20.    Notwithstanding any other provision of this Agreement, neither party shall be liable to the
other for any incidental, special, indirect or other consequential damages incurred due to the
fault of the other party regardless of the nature of the fault or whether it was committed by the
Client or VHB,  or their employees, sub-consultants, or subcontractors. Consequential damages
include, without limitation, liability for loss of use of the Project or existing property, loss of
profits, loss of production or business interruption; however, the same may be caused.

21.    In entering into this Agreement, Client has relied only upon the representations set forth
in this Agreement.  No verbal warranties, representations, or statements shall be considered a part
of this Agreement or a basis upon which the Client relied in entering into this Agreement. No
statements, representations, warranties, or understandings, unless contained herein, exist between
Client and VHB.

22.    Nothing contained in this Agreement shall create a contractual relationship with, or a cause
of action in favor of, a third party against either the Client or VHB. VHB’s services under this
Agreement are being performed solely for the benefit of the Client and no person or other entity
shall have any claim against VHB because of this Agreement. In addition, nothing herein shall be
construed as creating a contractual relationship between the Client and any VHB employee,
representative or consultant. The Client agrees that in the event of a dispute regarding this
Agreement or the services rendered by VHB hereunder, the Client shall only seek recourse against
VHB and waives any right to pursue a claim against VHB’s individual directors, officers or

23.    Any taxes or fees, enacted by local, state, or federal government and based on gross
receipts or revenues, will be invoiced to and payable by Client as an additional amount due under
this Agreement.

24.    This Agreement shall be governed and construed in accordance with the laws of the
Commonwealth of Massachusetts.

25.    VHB’s commitments as set forth in this Agreement are based on the expectation that all of
the services described in this Agreement will be provided. In the event Client later elects to
reduce VHB’s scope of services, Client hereby agrees to release, hold harmless, defend and
indemnify VHB from any and all claims, damages, losses or costs associated with or arising out of
such reduction in services.

26.   Client understands that the requirements of the Americans with Disabilities Act (“ADA”) are
evolving and will be subject to various, potentially contradictory interpretations and
applications.  VHB will use its reasonable professional efforts and judgment to interpret
applicable ADA requirements and other federal, state and local laws, rules, codes, ordinances and
regulations as they apply to the

Revised: 6/25/09

project. VHB cannot and does not warrant or guarantee that Client’s project will comply with all
ADA requirements or ADA interpretations.

(The following terms are applicable for Project sites located in Massachusetts)

27.   In accordance with the Massachusetts General Laws Chapter 21E, the performance of the
services contained in this Agreement may require the engagement of a Licensed Site Professional
(LSP) registered with the Commonwealth of Massachusetts under Massachusetts General Law Chapter 21A
and the regulations promulgated by the Massachusetts Department of Environmental Protection (MADEP)
thereunder (collectively the LSP Program). These laws and regulations place upon the LSP certain
professional obligations owed to the public, including in some instances, a duty to disclose the
existence of certain environmental contaminants to the MADEP. In the event that any site for which
VHB has provided LSP services is audited by the Massachusetts
Department of Environmental Protection (MADEP) pursuant to the provisions of the Massachusetts
Contingency Plan, VHB shall be entitled to additional compensation to provide such services as may
be necessary to assist Client in its response to DEP.

28.    Client understands and acknowledges that in the event the LSP’s obligations under the LSP
Program conflict in any way with the terms and conditions of this Agreement or the wishes or
intentions of the Client, the LSP is bound by law to comply with the requirements of the LSP
Program. Accordingly, Client recognizes that the LSP shall be immune for all civil liability
resulting from any alleged and/or actual conflict with the LSP Program. Client also agrees to hold
VHB and its LSP harmless for any claims, losses, damages, fines, or administrative, civil, or
criminal penalties resulting from the LSP’s fulfillment of its obligations under the LSP Program.

Attachment C
Price Proposal Form

(To be placed in a separate sealed envelope)
RFQ for Medfield State Hospital Reuse Master Planning Consultant Services CONTRACTOR:    Town of
459 Main Street
Medfield, MA 02052

PROPOSER:     Vana se Hangen Brustlin, Inc.
101 Walnut Street
Watertown, Massachusetts  02472

PROJECT: Consultant Services for MSH Strategic Reuse Master Plan


Phase I – Create Conceptual Plans & Economic
Analysis for the Land Reuse                                                          $100,000

Phase II – Develop Zoning Modifications and Design Guidelines

Phase III -Disposition Plan                                                            $  53,200

Total of All Phases

Francis S. 01 C llaghan, PE
Print Name

Executive Vice President
January 15, 2015
Date Signed

MSI-1 S!rntcgic Reuse Mus!t:r Plan RFQ
l’ngc 20 ol’20

Renewal Proposal 7/1/2015 – 6/30/2016



CURRENT                           RENEWAL
RATES                    RATES                 INCREASE

Blue Care Elect        Individual             $771.73                $794.88                  3.00%
Preferred Options      Family                $2,008.30             $2,068.55                 3.00%
Individual             $763.90                $786.82                  3.00%

HMO Blue NE Options

Family               $1,987.19             $2,046.81               3.00%

*The out-of-pocket maximum for medical benefits is $2,500 per member ($5,000 per family).
*The out-of-pocket maximum for prescription drug benefits is $1,000 per member ($2,000 per family).
*Medex 2 Renews January 1st.

Renewal rates are based on continuingthe current enrollment level.

Signature for Acceptance of Rates                                 Date  ..

MllA Renewal Rating – Medical



All Plans Combined

# of Experience Months (50% current period/ 50% prior period weigt Months of Trend:
Average Annual Trend for All Products


2-Person Family

Average # of Covered Employees During Experience Period


A Reported Claims

Commercial Experience Period 1/1/13-12/31/14  Medex Experience Period 11/1/12-10/31/14


8. Pooled Claims all claims over $75K
C. IBNR Adj.
D. Net Experience Adjusted Claims


Projecti ons, based upon Above # of Experience Months
E. Adjusted Projected Experienced Claims1
F. Pooling Fees all claims over $75K (24 months)
G. Retention Charges2
H. Required Premium Based on Experience
I. Credibility
J. Credibility Adjusted Premium


Annualized Renewal Rating Result
K. Projected Annual  Premium Required
L. Underwriting Adjustment
M. Projected Annual Premium Issued
N. Current Annual Premium
0. Renewal Rate Change


1 Includes adjustment for Capitation, Benefit Changes and BCBS Member Based Charges.
2Retention Charges include administrative expenses and provision for risk.

of _…._m e& :;;….:…..:_ a….t;:::=.–(.d……..
In accordance with the requirements of Massachusetts General Laws, Chapter 41, section 19a, as
most recently amended, I certify that         c. AAOL-  mAy &&
.                 (circle one

to  he office of

(circle one)      .
for the CitytroWn of        llied ±:z e (d  effective       . -8 j 3 D1    .I ,;;-
:1                             (da e)
for the term of office expiring on         (20 I O                  and that the said clerk has

taking the oath of office.

President of the City Council, Chairman .Qf..
Board of Selectmen, or Appointing Officer.

I hereby certify that I have entered upon the duties of:
00…_.._…00……ee…………..&&………………–……..hh ee  kk==;;lloo..——
(circle one)                                                                    City/Town
Please return completedform to:

Secretary of the Commonwealth Commissions Section/Room 1719 One Ashburton  Place
Boston, MA 02108


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