TOWN OF ADAMS

REQUEST FOR PROPOSALS LEASE OF SPACE

WITHIN ADAMS MEMORIAL SCHOOL BUILDING

RFP #13-007
Legal Advertisement Property Description Proposal Objectives Submission Requirements Selection Process Exhibits

Issued October 17, 2012

Request for Proposals Lease of Space within Adams Memorial School Building
Table of Contents Page I. PURPOSE AND BACKGROUND
Location-Overview Transportation Neighborhood Description 1 2 3 3 4 4 5 5 5 5 6 6 6 6 7 8 8 8 9 9 10

II.

PROPERTY DESCRIPTION
Lease Areas Utilities Zoning and Development Review Parking

III. IV.

PROPOSAL OBJECTIVES PROPOSAL SUBMISSION & REQUIRED MATERIALS

RFP Inquiries Site Tour Proposal Format and Instructions Proposal Content Requirements

V. VI. VII. VIII.

PROPOSAL EVALUATION CRITERIA

Minimum Criteria Comparative Criteria

SELECTION PROCESS RFP SCHEDULE GENERAL TERMS AND CONDITIONS

Exhibits 1234567Building Plans Location Map, Building & Site Photos Lease Areas Affidavits; EEO Certificate Disclosure of Beneficial Interest Draft Lease Agreement Proposed Lease Payment Form

TOWN OF ADAMS REQUEST FOR PROPOSALS LEASE OF SPACE WITHIN ADAMS MEMORIAL SCHOOL BUILDING RFP #13-007
The Town of Adams is soliciting proposals for the short term lease of space within the former Memorial School Building, located at 30 Columbia Street (Route 8) in Adams, Massachusetts. The Memorial School building property was vacated at the end of June 2012 and returned to Town management. The Town will welcome proposals that will utilize one of two available portions of the building - Lease Areas A and B. The Town is offering these portions of the building in As Is condition and at a reduced, below-market lease rate. The successful Proposer(s) will enter into a lease agreement with the Town. It is the Towns desire that the Lessee(s) be a non-profit organization that can provide services meeting a public purpose or be a for-profit entity that can meet other public objectives like the creation of local jobs. The RFP is available from the Town Administrators Office, Adams Town Hall, 8 Park Street, Adams, MA 01220 beginning on October 17, 2012, Monday through Friday, between the hours of 8:30 AM and 4:00 PM. A Pre-Proposal Conference / Site Tour will be conducted on Thursday, October 25, 2012 at 11:00 AM. All interested parties shall meet at the Memorial School at 30 Columbia Street in Adams using the Valley Street entrance. Proposals in response to the RFP must be returned to the Town Administrators Office at 8 Park Street, 2nd Floor, Adams, MA 01220 no later than 3:00 PM, Friday, November 16, 2012 and clearly marked RFP #13-007: Lease of Space within Adams Memorial School Building. All proposals will receive consideration without regard to race, creed, color, age, sex, religion, national origin or disability. The Town of Adams is an Affirmative Action/Equal Opportunity Employer. It should be noted by all RFP respondents that the provisions of MGL c. 30B will govern any contracts awarded as a result of this RFP. The Town of Adams will accept the most advantageous offer from a responsive and responsible Proposer, taking into consideration all evaluation criteria and price. The Town reserves the right to accept or reject any or all proposals, to waive any informalities in the selection process, and to enter into a lease with other than the Proposer offering the highest lease payment, if, in its sole discretion, the Town deems it to be in the publics best interest to do so. A responsive proposer has met all requirements and submitted all documents required in this solicitation. A responsible proposer has the capability to perform the contract requirements and the integrity and reliability which assures good faith performance.

Jonathan W. Butler Chief Procurement Officer

I.

PURPOSE AND BACKGROUND

The Town of Adams is pleased to issue this Request for Proposals for the lease of space within the former Adams Memorial School building at 30 Columbia Street (state Route 8) in Adams, Massachusetts. The 69,786 square foot, two-story building is a prominent structure on Route 8 within the northern gateway to downtown Adams. Although until recently in school use, the building has returned to the Town following completion of the Adams-Cheshire Regional School Districts $40.5 million rehabilitation of Hoosac Valley High School in Cheshire. The prominent location and reuse potential of the Memorial School building create opportunities for innovative private or nonprofit enterprise and community use. Over the next few years, the Town will carefully evaluate the feasibility of proposed long-term uses of the building and assess various renovation needs and funding opportunities. The Town is working now to hire outside architectural and engineering expertise to assist it in this analysis. Rather than mothballing the entire building during this period of evaluation, the Town desires to make portions of the building available for lease so there is activity within the building and certain facilities can continue to be available for public use. Specifically, the Town is interested in continuing to use the buildings existing gymnasium and auditorium and would favor a tenant that could enable scheduled public use of these facilities within the building throughout the lease term. The Town will welcome proposals that will utilize one of two available portions of the building (Lease Areas A and B). The Town is offering these portions of the building at a reduced, below-market lease rate. The Lease Areas are offered in As Is condition; however, the Town may be able to provide modest resources toward the interior configuration needed by the successful Proposer (Lessee) to each of the Lease Areas, if it is in the best interest of the Town to do so. The selected Proposer of each space is not expected to undertake major capital improvements to the building nor should Proposers expect the Town to undertake such improvements during the lease term. It is the Towns desire that the Lessee(s) be a non-profit organization that can provide services meeting a public purpose or be a for-profit entity that can meet other public objectives like the creation of local jobs.

Location -- Overview The Town of Adams, Massachusetts is located in Berkshire County in the northwest corner of the Commonwealth. Berkshire County is renowned throughout the Northeast for its beautiful mountain vistas, charming towns, and pastoral farms. Over two million tourists travel annually to the area to experience the Berkshires unique combination of scenic beauty and high quality cultural attractions. Located approximately 3 hours from both Boston and New York City and bordering states of Vermont, Connecticut and upstate New York, the Berkshires are a natural draw for some 2.5 million visitors from the New England region and beyond. Adams, with approximately 9,000 residents, is the County's third largest municipality behind Pittsfield and North Adams.

City Pittsfield Albany Springfield Boston New York

Distance to Adams 15 miles 55 miles 70 miles 150 miles 175 miles

Travel Time 30 minutes 1.5 hours 1.5 hours 3 hours 3.5 hours

Neighborhood Description The Memorial School building is located just north of downtown Adams on Columbia Street (Route 8). With over 17,000 vehicles daily, the Route 8 corridor serves as the main connector between Pittsfield (south) and North Adams (north). The buildings regional accessibility and proximity to both commercial and residential areas within Adams makes the site a prime location with high visibility. The Adams town center has a tremendous number of assets and the Memorial School property is within a short walk to Park Street, the Towns Main Street. Park Street is anchored to the south by the Hoosic River and to the north by McKinley Square, which is dominated by the Adams Free Library and the Parish of Pope John Paul the Great church. The Town center is the governmental and civic hub for the community with a beautiful and historic Town Hall, Town Common, several historic churches, and attractive 19th century commercial buildings, a number of which are listed on the National Register of Historic Places. The balance of the neighborhood has mixed-use buildings, with downtown retail uses and offices located primarily on the first floor of two-story masonry structures, often with residential rental space on the upper level. To service the retail needs of neighborhood and area residents there are a wide variety of commercial establishments located along Route 8 and on Summer, Spring, and Commercial Streets, including a drugstore, a supermarket, restaurants, convenience marts, dry cleaners, and other essential services. The downtown area of Adams contains a number of restaurants, real estate and insurance offices, banks, some specialty retail stores, the Topia Arts Center, plus a variety of professional and commercial services. Within the downtown, there is a fire station and the police headquarters. The downtown area is considered one of the more active retail locations in the immediate area, serving the neighboring towns of Cheshire and Savoy.
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II.

PROPERTY DESCRIPTION
The Memorial School building is located at 30 Columbia Street (Route 8). The building is a two-story free standing structural steel, brick and concrete structure with approximately 69,786 square feet in finished floor area. The building was originally constructed in 1952, with additions in 1996. The building has multiple stories of potentially useable space a partial basement, gymnasium, classrooms, cafeteria, and auditorium with a stage. The basement houses the furnace, water service and distribution, and sanitary systems (see Exhibit 1 Building Plans). The facility received extensive accessibility upgrades in 2001, including a new elevator, handicapped restrooms, and accessible entrances. With these renovations, the school building is generally accessible and only minor deficiencies related to signage were identified during a 2011 assessment by the Towns Building Inspector. It should be noted, however, that the overall condition of the building is dated with a need for significant upgrades. The roof and the heating systems are outdated and in need of extensive repair. The school property is abutted by Valley Street and the Columbia Valley senior housing complex to the south and Harding Avenue and existing residential development immediately to the north. The building is sited on the easternmost portion of the 12.18 acre parcel; the remainder of which (west and north of the school building) is elevated and the location of an important Town recreation facility - Valley Street Field (accessed via Lincoln Street). Maps depicting the location of the existing school building site and photographs of current conditions are included in Exhibit 2. Lease Areas There are two portions of the building available for lease (see also Exhibit 3 Lease Areas): Lease Area A - The space available for lease consists of the former administrative offices, former shop rooms, and girls and boys locker rooms. Abutting the Lease Area are the buildings gymnasium (approx. 9,644 SF) and the auditorium (approx. 6,336 SF). The gymnasium and the auditorium are NOT included in the lease space of approximately 8,863 square feet because it is the Towns desire that these facilities be maintained for scheduled use by the Town and other community organizations. Ideally, the selected Lessee would be willing to maintain the schedule and control over these spaces, working with Town officials throughout the year. In the event that the Lessee seeks to schedule regular use of the gym, the Town will negotiate this use into the lease agreement.

Notably, the gymnasium formerly hosted various community recreation groups, notably the Adams Summer Parks and Recreation Program, the Police Athletic League Basketball program, as well as, the traditional physical education classes through the school. The auditorium hosted various theatrical, band, and chorus productions. The facility was also utilized by various community groups for meetings and registration activities (e.g., Adams Babe Ruth, Adams Little League, and Adams Youth Football). Lease Area B The space available for lease consists of the former school kitchen and cafeteria areas with a small lavatory, walk-in cooler, and two access points on an exclusive basis. Lease Area B is approximately 3,925 square feet in area. NOTE: If other parts of the building are of interest to Proposers in combination with either of the Lease Areas described above, Proposers should clearly state this in their proposals and indicate the approximate size of the additional space (in square feet) they wish to lease. NOTE: Estimated market lease value is $4.00 per square foot, per year. Proposers should take this into account when preparing a proposal in response to this RFP. Proposers should provide their proposed rental rate per square foot as well as identify the desired square footage at that rate on the Lease Form included within this RFP (see Exhibit 7). If improvements are to be made to the building or public services or benefits provided in lieu of a portion or all of the rent, these improvements and/or services or benefits should be clearly described in the Proposal.

Utilities All municipal utilities are available to the site. Public water is supplied by the Adams Fire District and sanitary sewer is supplied by the Town of Adams. Electrical service is supplied by National Grid. Verizon supplies the local telephone service. Zoning and Development Review The site is currently zoned Residential (R-4). Generally, educational and institutional uses are permitted by right. Certain business uses may be permitted by a Special Permit from the Adams Zoning Board of Appeals. In some cases, a reuse scheme will require review and approval of a site plan by the Adams Planning Board. Parking Several existing locations are suitable for parking. Along Valley Street, parking is currently available for approximately 37 vehicles. Additional parking is available behind the building to the north and is accessed via Harding Avenue. There is additional potential for smaller parking in front of the building with direct access via Columbia Street or immediately in front of the building at the Valley Street entrance. These potential parking areas would likely be suitable for drop-offs and if short-term in nature (see Exhibit 2).
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III.

PROPOSAL OBJECTIVES

The Town of Adams invites all qualified interested parties to respond to this Request for Proposals. Responses to the RFP will be utilized by the Town to select an appropriate tenant for each proposed lease area of the building. Proposers to this RFP understand that information they provide may be used in whole or in part by the Town. The Town has the following objectives for leasing the identified portions of the school building: 1) 2) 3) Leased areas will support a use or uses that are compatible with the downtown areas mix of commercial and institutional uses. Preference will be given to responses that create new jobs within the community or provide a community-oriented use of the buildings existing facilities. Preference will be given to those responses that provide for all or most of the operational costs of the building, including utilities, insurance, and building maintenance. Property taxes, if any, must be paid by the proposed leasing organization or individual. The proposed use(s) and/or management will provide for the maintenance of their respective space to be used. The proposed use(s) will be economically viable. The use(s) must be undertaken by person(s) with documented successful business experience in the for-profit or not-for-profit sectors and appropriate qualifications and/or licensure.

4) 5) 6)

IV.

PROPOSAL SUBMISSION AND REQUIRED MATERIALS

The Town of Adams invites all qualified interested parties to respond to this Request for Proposals. Proposers to this RFP understand that information they provide may be used in whole or in part by the Town. In order for a response to be considered and evaluated, prospective responders must submit a complete response to this RFP. One (1) original and four (4) copies of the proposal must be submitted to the Town of Adams, 8 Park Street, Adams, Massachusetts 01220-2087, Attention: Jonathan W. Butler, Town Administrator, no later than Friday, November 16, 2012 at 3:00 p.m. Eastern Standard Time. RFP Inquiries Prospective responders may only direct questions in writing to the Town Administrator, as follows: Jonathan W. Butler, Town Administrator Adams Town Hall, 2nd Floor 8 Park Street Adams, MA 01220 Email: jbutler@town.adams.ma.us Fax: (413) 743-8300 All questions are due no later than 4:00 p.m., Thursday, November 1, 2012. All questions will be answered in writing and distributed to all RFP requestors, at the same time. The answers will be distributed on or before Thursday, November 8, 2012. Site Tour The Town will conduct a pre-submittal tour of the Memorial School building to be held on Thursday, October 25, 2012 at 11:00 a.m. Attendees will convene on the first floor of the Memorial School building located at Columbia Street (Route 8), Adams, Massachusetts 01220 (Valley Street entrance). Parking is available along Valley Street. Town representatives will be available to respond to questions regarding this RFP, the Towns future development goals, and the building and site. Proposal Format and Instructions Proposals must be concise, organized in response to the submission requirements, and formatted as standard 8 by 11 pages. All supporting documentation must be on paper no larger than 11 by 17. Responses must be sealed and clearly marked with the following: RFP #13-007 Lease of Space within the Adams Memorial School Building with the responding entitys name and address. All required copies of the response shall be submitted within a single sealed envelope or box. In addition to the Content Requirements, all proposals should address the Project Objectives.

Proposal Content Requirements Proposals must be organized according to the following format, and address each of the points detailed below. Proposals shall include sections numbered consecutively and each section must be clearly marked with a tab. Tab 1 Letter of Intent This letter of intent signed by a company / organization official authorized to bind the Proposer, must identify all parties to the proposal. Include the name, address, and telephone number of the person(s) authorized to submit and discuss the proposal. The letter must clearly state the intention of the Proposer, if selected, to enter into a Lease Agreement with the Town of Adams, within the time frames specified and in accordance with the terms and conditions specified in the proposal and this RFP document. Tab 2 Intended Use Identify the Lease Area in which there is an interest and provide a narrative description of the intended use of the Lease Area, which must conform to the parameters set forth in this RFP. Please specify if there are any limitations or alternatives. Proposers are encouraged to craft a proposal that incorporates improvements to the leased portion of the building and/or property that may be substituted for a portion of the annual rent. Proposers should identify any special conditions that they may wish to propose or ask the Town to provide as part of the final Lease Agreement. Proposers should identify any opportunities for the enhancement of locally-based enterprise or the creation of jobs for existing residents of the community. Include a description of the proposed projects relationship to Town goals as reflected in this RFP and the Adams Downtown Development Plan and any proposed features that can be a unique asset to the Town in this location. Also the narrative should explain the desired lease term. Proposers shall submit as part of their proposals a timetable of anticipated completion dates for their project milestones (Project Schedule). The Project Schedule should list each step in the reuse of the lease space and when the Proposers intended use of the leased area will be completed and fully operational. Tab 3 Financial Responsibility In order to evaluate the financial responsibility of Proposers, the Town of Adams will contact credit references. Include the company / organization name, contact person, address and phone number of at least three credit references. If substantial leasehold improvements are proposed, identify the intended sources of funds to be invested in the Lease Area and any public financial assistance or other support needed to carry out the project. Tab 4 Proposal Submission Forms Complete and sign the required forms and certifications included in this RFP: 1) 2) 3) 4) 5) Form of Lease Attestation of Tax Compliance; Non-Collusion Affidavit; Affirmative Action and Equal Opportunity Requirements; Disclosure of Beneficial Interests as required by MGL Chapter 7, Section 40J.

V.

PROPOSAL EVALUATION CRITERIA

For each available Lease Area, proposals will be evaluated based on the criteria below. In general, proposing companies / organizations must be responsive to the requested information set forth in this RFP. Prospective entities submitting proposals deemed to be non-responsive shall be given a ranking of Unacceptable. Specifically, Proposer submissions will be evaluated and rated as follows:

Proposals must meet all submission requirements listed in this RFP; Proposals will be evaluated to determine the extent they satisfy the minimum requirements listed in the RFP; and Proposals will be ranked based on the Comparative Criteria listed in this RFP. The Proposer with the Most Advantageous proposal, as determined by the Towns Selection Committee, will receive the highest ranking. Only responsive proposals, that is, only those meeting all of the Minimum Requirements, will be ranked by the Selection Committee.

Minimum Requirements:

The proposal includes all of the information specified in Section IV of this RFP; The Proposer agrees to the Town of Adams terms and conditions; Proposer has the capacity, integrity, and reliability to perform under the contract and manage and maintain the Lease Area;

Comparative Criteria: 1. Proposers Qualifications and Experience: Proposals will be ranked relative to the past performance of the organization/business or persons within the organization/business. Proposals will be evaluated based on the experience of the personnel to be involved in the occupation of the Lease Area, and the past performance of the organization/business based on inquiries with available references. In appropriate circumstances, cooperative partnerships are encouraged to ensure the highest possible qualifications and experience.

Highly Advantageous: Proposer has exceptional demonstrated ability to manage and maintain the Lease Area over the duration of the lease term Advantageous: Proposer has demonstrated ability to manage and maintain the Lease Area over the duration of the lease term Not Advantageous: Proposer has only limited ability to manage and maintain the Lease Area over the duration of the lease term Unacceptable: Proposer has no demonstrated ability to manage and maintain the Lease Area over the duration of the lease term

2. Public Benefit: Proposals will be ranked relative to the public benefits they create and how well they address one or more of the Objectives in Section IV of this RFP. Proposals must demonstrate a clear benefit to the community within the narrative. Preference will be given to proposals which are responsive to community needs and concerns.

Highly Advantageous: Proposer demonstrates it will provide exceptional public benefits and fulfill three (3) or more of the Objectives in the RFP Advantageous: Proposer demonstrates it will provide public benefits and fulfill at least two (2) of the Objectives in the RFP Not Advantageous: Proposer demonstrates it will provide only limited public benefits and fulfill one (1) or less of the Objectives in the RFP Unacceptable: Proposer is unable to demonstrate any public benefits nor fulfill any of the Objectives in the RFP

3. Community Compatibility: Proposals will be ranked based on the degree to which they successfully integrate within the surrounding neighborhood and contribute to and/or enhance the downtown area. Proposals that provide services to or create opportunities for people or groups within the broader community will be ranked higher.

Highly Advantageous: Proposers intended use will provide exceptional contributions/enhancements to the downtown and/or the surrounding neighborhood Advantageous: Proposers intended use will provide contributions/enhancements to the downtown and/or the surrounding neighborhood Not Advantageous: Proposers intended use will provide only limited contributions/ enhancements to the downtown and/or the surrounding neighborhood Unacceptable: Proposers intended use is unable to demonstrate any contributions/ enhancements to the downtown and/or the surrounding neighborhood

4. Financial Capacity: Proposals will be ranked based on the capacity of the Proposer to provide a feasible and financially viable operation, and the demonstrated financial viability of the Proposers intended use of the leased space as well as its ability to provide for on-going maintenance and management of the Lease Area.

Highly Advantageous: Proposer demonstrates exceptional feasibility and financial viability of the intended use of the leased space Advantageous: Proposer demonstrates the intended use of the leased space is feasible and financially viable Not Advantageous: Proposer is able to demonstrate only limited feasibility and /or financial viability of the intended use of the leased space Unacceptable: Proposer is unable to demonstrate that the intended use of the leased space is feasible or financially viable

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VI.

PROPOSAL SELECTION PROCESS

After the proposal deadline, the Towns Selection Committee will review all submitted proposals to ensure they meet the Proposal Submission Requirements outlined in this RFP. Failure to meet the Submission Requirements may constitute the basis to eliminate that proposal from further consideration. Following this initial review, proposals will be evaluated and ranked by the Selection Committee relative to the evaluation criteria identified in the previous section. A short-list of qualified Proposers may be recommended to the Board of Selectmen and candidates from the short-list may be invited for a formal interview with the Selectmen to discuss details of the proposals. The most advantageous proposal from a responsive and responsible Proposer, taking into consideration all evaluation criteria set for this RFP, will be selected. The selection of the successful Proposer for each available Lease Area within the building will be at the discretion of the Town of Adams, which reserves the right to reject any and all proposals, and to, in its sole discretion, waive any informalities in any proposal. After approval of the Selectmen, the selected Proposer(s) and the Town will enter into negotiations on the final terms of the lease agreement for the desired lease area.

VII.

RFP SCHEDULE

Schedule The table below outlines the timeline with respect to this RFP process: Date Time Action

October 17, 2012 October 25, 2012 November 1, 2012 November 8, 2012 November 16, 2012 November 2012 December 2012

Request for Proposals Issued 11:00 AM Site Tour/ Pre-Proposal Conference Questions Due to Town of Adams Town Response to Questions Provided to all RFP Recipients 3:00 PM Responses Due to Town of Adams Proposal Selection Process Lease Negotiation

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VIII. GENERAL TERMS AND CONDITIONS

1. All proposals must comply with the provisions of Massachusetts General Laws Chapter 30B. 2. If any changes are made to this RFP, an addendum will be issued. Addenda will be mailed, e-mailed or faxed to all Proposers on record. 3. This RFP does not represent an offer or commitment by the Town of Adams to enter into an agreement with a Proposer or to pay any costs incurred in the preparation of a response to this RFP. This RFP and the selected Proposers response to this RFP may, by reference, become part of a formal agreement between the Town and the Proposer. 4. The Town intends to adhere to the schedule and dates specified in this RFP. If revisions made to this RFP make it necessary, the proposal due date and all subsequent dates may be extended with written notice of such changes sent to all Proposers on record. 5. The Town of Adams shall award the contract to the Proposer(s) whose proposal is deemed to be most advantageous to the Town, as defined by the evaluation criteria contained in this RFP. The Town may, at its sole discretion, determine that no lease award shall be made. The Town reserves the right to reject any or all proposals. Final acceptance of any proposal is the responsibility of the Board of Selectmen. 6. All proposals submitted in response to this RFP, plus any other related materials submitted by Proposers, will become the property of the Town of Adams and will not be returned to proposing entities. 7. By submission of a proposal, the Proposer agrees, if its proposal is accepted, to enter into a lease agreement with the Town of Adams that incorporates all of the requirements of this RFP and is substantially similar to the draft Lease Agreement in Exhibit 7 of this RFP. The Proposer further accepts all of the terms and conditions of this RFP. 8. Upon award of the lease, the Proposer will then be referred to as the Successful Proposer or Prospective Tenant. 9. The Prospective Tenant must agree to abide by the Towns Smoking Bylaws. Please provide a written statement that you, the Prospective Tenant, must and will comply with any and all of the Towns Smoking Bylaws. 10. If a Proposer feels that any provision(s) of this RFP preclude(s) fair competition among Proposers, the Proposer should notify the Chief Procurement Officer in writing. The letter must identify this RFP, and why, in the Proposer's opinion, the cited provision(s) that preclude(s) fair competition. The letter must be received by November 1, 2012. 11. A proposal must be signed as follows: 1) if the Proposer is an individual, by her/him personally; 2) if the Proposer is a partnership, by the name of the partnership, followed by the signature of each general partner; and 3) if the Proposer is a corporation, by the authorized officer, whose signature must be attested to by the Clerk/Secretary of the corporation and the corporate seal affixed.

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12. The enclosed Non-Collusion, Affirmative Action/Equal Employment Opportunity, and Tax Attestation Forms must be signed and enclosed. The Non-Collusion Affidavit is mandatory to the submission and proposals will be rejected if it is inadvertently omitted. 13. All proposals must meet all the requirements as identified in the specifications. Price submissions must be on the enclosed form and signed by an authorized official. 14. The Town reserves the right to waive minor informalities or allow Proposers to correct them. 15. The Town of Adams may cancel this RFP, or reject in whole or in part, any and all proposals, if the Town determines that cancellation or rejection serves the best interests of the Town for any reason.

TheTownofAdamshasprovidedcertainplans,drawingsandotherduediligencematerials inthisRFP.Itisunderstoodandagreedthatthesematerialsarenotintendedor representedtobecompleteandareprovidedforinformationalpurposesonlyandnotfor therelianceofanyrespondertotheRFP.Respondersshouldperformtheirowndue diligencepriortosubmittingtheirresponse.

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EXHIBITS

EXHIBIT 1
Building Plans

EXHIBIT 2
Location Map, Building & Site Photos

EXHIBIT 3
Lease Areas

Adams Memorial School Lease Area A

7

Space Configuration

1. Boys Locker: 2124 sq. ft. 2. Girls Locker: 1411 sq. ft. 3. Shop Area: 3044 sq. ft. 4. Offices: 2284 sq. ft. Adjacent Spaces: 5. Gym: 9644 sq. ft. 6. Auditorium: 6336 sq. ft. Potential Lease Area: 7. 9032 sq. ft.

1 5

4 4

6 2 Route 8 3 Valley St.

Adams Memorial School Lease Area B

Space Configuration

1. Primary Lease Space: 3925 sq. ft. 2. Common Area: 2214 sq. ft. Potential Lease Area: 3. 3096 sq. ft. Mechanical: 4. Non Lease Area

2 1

Valley St.

Route 8

EXHIBIT 4
Affidavits; EEO Certificate

TAX AFFIDAVIT
Project: Adams RFP #13-007 Lease of Space within Adams Memorial School Building Town of Adams, Massachusetts

Commonwealth of Massachusetts County of The undersigned being duly sworn, deposes and states that he/she is the sole owner, partner, president, treasurer, or other duly authorized agent or official of Name of proposer as appearing in submitted proposal

Address of proposer (including Zip Code)

Telephone number of proposer

Social Security or Federal ID #

and certifies, UNDER PENALTIES OF PERJURY, pursuant to MGL Chapter 62C, Section 49A, that to the best of his/her knowledge and belief, said bidder has filed all Federal and Massachusetts tax returns and paid all Federal and Massachusetts taxes required by law. Signed under penalties of perjury

Signature

Printed Name

Title Sworn to before me this day of

Date , 2012

Notary Public My commission expires

, 20

NONCOLLUSION AFFIDAVIT
Project: Adams RFP #13-007 Lease of Space within Adams Memorial School Building Town of Adams, Massachusetts

Commonwealth of Massachusetts County of The undersigned being duly sworn, deposes and states that he/she is the sole owner, partner, president, treasurer, or other duly authorized agent or official of

Name of proposer as appearing in submitted proposal

Address of proposer (including Zip Code)

Telephone number of proposer

Social Security or Federal ID #

and certifies, UNDER PENALTIES OF PERJURY, that to the best of his/her knowledge and belief, said bidder has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with this proposal. It is understood that the signing of this AFFIDAVIT is applicable to all projects for which bids are being submitted in a multi-bid proposal. Signed under penalties of perjury

Signature

Printed Name

Title Sworn to before me this Notary Public My commission expires , 20 day of

Date , 2012

NONDISCRIMINATION AFFIDAVIT
Project: Adams RFP #13-007 Lease of Space within Adams Memorial School Building Town of Adams, Massachusetts

Commonwealth of Massachusetts County of The undersigned being duly sworn, deposes and states that he/she is the sole owner, partner, president, treasurer, or other duly authorized agent or official of

Name of proposer as appearing in submitted proposal

Address of proposer (including Zip Code) Telephone number of proposer Social Security or Federal ID #

and certifies, UNDER PENALTIES OF PERJURY, that to the best of his/her knowledge and belief, said bidder has not, either directly or indirectly, discriminated against any employee or applicant for employee because of his/her race, color, religion, national origin, sex, sexual orientation, age, mental or physical disability. Additionally, bidder has complied with all provisions and requirements of the Equal Opportunity, Antidiscrimination and Affirmative Action Programs. Signed under penalties of perjury

Signature

Printed Name

Title Sworn to before me this day of

Date , 2012

Notary Public My commission expires , 20

CERTIFICATION OF BIDDER REGARDING EQUAL EMPLOYMENT OPPORTUNITY

Certification of Bidder Regarding Equal Employment Opportunity CERTIFICATION OF BIDDER REGARDING EQUAL EMPLOYMENT OPPORTUNITY (EEO) Instructions This certification is required pursuant to Executive Order 11246 (30 CFR 12319-25). The implementing rules and regulations provide that any bidder or prospective contractor, or any of their proposed sub contractors, shall state as an initial part of the bid or negotiations of the contract whether it has participated in any previous contract or sub contract subject to the equal opportunity clause, and if so, whether it has filed all compliance reports due under applicable instructions. Where the certification indicates that the bidder has not filed a compliance report due under applicable instructions, such bidder shall be required to submit a compliance report within seven calendar days after bid opening. No contract shall be awarded unless such report is submitted. Certification by Bidder Name and Address of Bidder (include zip code)

1.

Bidder has participated in a previous contract or sub-contract subject to the Equal Opportunity Clause. Yes _________ No ________ Compliance Reports were required to be filed in connection with such contract or sub contract. Yes ________ No ________ Bidder has filed all compliance reports due under applicable instructions, including Monthly Employment Utilization Report (257). Yes ________ No ________ None Required ________ Have you ever been or are you being considered for sanction due to a violation of Executive Order 11246, as amended? Yes _______ No _________

2.

3.

4.

Name and Title of Signer (please type)

Signature

| Date | |

EXHIBIT 5
Disclosure of Beneficial Interest

DISCLOSURE OF BENEFICIAL INTERESTS ACQUISITION OR DISPOSITION OF REAL PROPERTY

This form contains a disclosure of the names and addresses of all persons with a direct or indirect beneficial interest in the real estate transaction described below. This form must be filed with the Massachusetts Division of Capital Asset Management and Maintenance, as required by M.G.L. c. 7, 40J, prior to the conveyance of or execution of a lease for the real property described below. Attach additional sheets if necessary. 1. Public agency involved in this transaction: (Name of jurisdiction) 2. Description of the real property:

3. Type of transaction: Lease or Rental for (term): 4. Lessor(s): Lessee(s):

5. Names and addresses of all persons who have or will have a direct or indirect beneficial interest in the real property described above. Note: If a corporation has or will have a direct or indirect beneficial interest in the real property, the names of all stockholders must also be listed except that, if the stock of the corporation is listed for sale to the general public, the name of any person holding less than ten percent of the outstanding voting shares need not be disclosed.

NAME

ADDRESS

(Continued on next page)

5. Continued None of the persons listed in this section is an official elected to public office in the Commonwealth of Massachusetts except as noted below:
NAME TITLE OR POSITION

6. This section must be signed by the individual(s) or organization(s) entering into this real property transaction with the public agency named in item 1. If this form is signed on behalf of a corporation, it must be signed by a duly authorized officer of that corporation. The undersigned acknowledges that any changes or additions to Item 4 of this form during the term of any lease or rental will require filing a new disclosure with the Division of Capital Asset Management and Maintenance within 30 days following the change or addition. The undersigned swears under the pains and penalties of perjury that this form is complete and accurate in all respects.

Signature: Printed name: Title: Company: Address: Phone: Fax: E-Mail: Date:

EXHIBIT 6
Draft Lease

LEASE OF SPACE WITHIN ADAMS MEMORIAL SCHOOL BUILDING LEASE AGREEMENT

This Lease is granted this ___ day of ____ 2012, by the Town of Adams, a Massachusetts Municipal Corporation in the County of Berkshire, Commonwealth of Massachusetts, with its principal place of business at 8 Park Street, Adams, MA 01220, acting by and through its Board of Selectmen (hereinafter the TOWN), to ______________ (hereinafter the TENANT). The Town makes available for lease a portion of the building known as the Adams Memorial School. WHEREAS, the TOWN is the owner of certain real property located at 30 Columbia Street, Adams, MA 01220, and known as the Adams Memorial School building (hereinafter the Premises); and WHEREAS, TENANT desires to lease a portion of the Premises, identified as Lease Area __ and more specifically described in Exhibit A, attached hereto, from the TOWN for the purposes and for the term, at the rental and upon the provisions, set forth herein; and NOW THEREFORE, in accordance for the mutual covenants contained herein and for other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows: 1. TERM: The lease shall be for a term of ___ (__) years beginning on the day of issuance indicated above and ending on the ___ day of _______, 20__. 2. RENTAL: Unless terminated by either party as hereinafter described, TENANT agrees to pay the TOWN as rent for the Premises the sum of $ _____ (monthly). Said rent shall be paid annually in twelve equal monthly installments. During the term of this Lease, TENANT shall have the non-exclusive use in common with the TOWN, other tenants of the Premises, their guests and invites, of the non-reserved common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by the TOWN. The TOWN reserves the right to designate parking areas for TENANT and TENANTs agents and employees. 3. UTILITIES AND CUSTODIAL COSTS: TENANT shall pay all chargers for [water], [heating], [electricity], telephone, custodial services, and other services and utilities used by TENANT on the Premises during the term of this Lease, unless otherwise expressly agreed to in writing by the TOWN. In the event that any utility or service provided to the Premises is not separately metered, the TOWN shall pay the amount due and separately invoice TENANT for TENANTs pro rata share of the charges. 4. HOLDING OVER: In the event that TENANT shall hold over and continue to use the Premises with the consent of the TOWN following the expiration of the term of this Lease, that holding over shall be deemed to be from month to month only, and upon all of the same terms, fees, covenants, and conditions as contained herein, except that no period of holding over as hereinbefore described shall exceed a period of twelve (12) months.

5. PURPOSES: The Premises hereinbefore described and detailed in the attached exhibit(s) shall be used for the purpose described in the TENANTs response to the TOWNs Request for Proposals (RFP #13-007: Lease of Space within Adams Memorial School Building), and for no other purpose without written consent by the TOWN. 5.1. It is understood by both parties that the TENANTs obligations hereunder are contingent upon its obtaining all of the permits, certificates, and other approvals that may be required by any local, state, or federal authorities. The TOWN shall cooperate with TENANT in its efforts to obtain such approvals. 5.2. In the event that any such applications should be rejected, or any permit, certificate, or approval issued to TENANT is terminated by government authority, and the TENANT in its sole discretion determines that it is unable to use the Premises for its intended purposes, TENANT shall have the right to terminate this Lease, as provided for in 11 herein. 6. TAXES: Since the property hereunder is TOWN owned, no property taxes are paid thereon. All TENANTs equipment classified as personal property is subject to taxation pursuant to Chapter 59 of the Massachusetts General Laws. 7. REPAIRS AND MAINTENANCE: TENANT represents that TENANT has inspected and examined the Premises and accepts them in their present condition, and agrees that the TOWN shall not be required to make any improvements or repairs upon the Premises or any part of them, except that nothing herein shall prevent the TOWN from making said repairs or improvements at its own option. 7.1. During the Lease term, TENANT shall make at TENANTs expense all necessary repairs to the Premises. Repairs shall include such items as routine repairs of floors, walls, ceilings, and other parts of the Premises damaged or worn through normal use. TENANT will maintain the Premises safe and in good order and condition at all times during the term of this Lease or any extensions thereto. TENANT shall periodically inspect all areas of the Premises for the presence of unsafe and hazardous conditions and shall promptly remedy such conditions when found. 7.2. Improvements to the building and/or property that have been granted prior approval by the TOWN may be substituted for a portion of the annual rent. No substantial alterations or improvements may be made by TENANT on the Premises without prior approval by the TOWN. 7.3. Upon the expiration of this Lease, or at any sooner termination, the TENANT will quit and surrender its use of the Premises peaceably and in as good order and condition as the Premises were at the commencement of the term or extension, reasonable wear, tear and damage by casualty and eminent domain excepted. TENANT further agrees to leave the Premises free from all nuisance and dangerous and defective conditions. 7.4. The TOWN is not aware of any releases or threats of releases of hazardous materials on the Premises. TENANT shall not cause any hazardous materials or substances, or toxic wastes, to be used, generated, stored or disposed of on, under or about the Premises.

7.5. Use of the Lease Area shall be for the operation of the TENANT only. No other functions are permitted without written approval by the TOWN. The Lease Area may not be sublet to any other party or for any other purpose, without the express permission of the TOWN. 8. ASSIGNMENT AND SUBLEASE: TENANT may assign this Lease with prior consent of the TOWN, provided said assignee will assume, recognize and become responsible to the TOWN for the performance of all of the terms and conditions to be performed by TENANT under this Lease. Consent as to assignment shall not be unreasonably withheld by the TOWN. The failure of a transferee or any other successor in interest to TENANT to assume the obligations of TENANT hereunder or to obtain the approval of the TOWN as herein required shall not relieve such transferee or successor of such obligations or limit the TOWN with respect to any rights, remedies or controls it may have under this Lease. 9. INSURANCE: During the term of this Lease, TENANT shall, at its sole cost and expense, procure and maintain or cause to be procured and maintained, policies of insurance for the benefit of such parties, in the amounts, and in the manner and form set forth in this Section; provided, however, that amounts of insurance coverage may from time to time be increased. The TENANT shall furnish certificates evidencing each such insurance coverage to the TOWN prior to the execution of this Lease (to the extent such insurance is appropriate at such time) and providing that the insurer shall give the TOWN written notice at least thirty (30) days in advance of any termination, expiration or any and all changes in coverage. Such insurance or renewals or replacements thereof shall remain in force during the term of, and pursuant to the terms of this Lease. 9.1. General Liability Insurance: A Comprehensive General Liability policy on an occurrence basis endorsed to include broad form comprehensive general liability with a combined single limit of liability of not less than $1,000,000. The policy shall name the TOWN, and its officers, agents, servants, employees and consultants as additionally insured parties. 9.2. Property Insurance: A Commercial Property policy covering the Lease Area, in an amount equal to at least one hundred percent (100%) of the replacement cost of the Lease Area portion of the Premises shall be obtained and maintained by the TENANT, at its own expense. The TOWN, its officers, agents, servants and employees shall be named as additional insurers. 9.3. Workers Compensation Insurance: The TENANT and any subtenants, as applicable, shall provide Workers Compensation Insurance as required by law. 9.4. Umbrella/Excess Liability Insurance: An Umbrella/Excess Liability insurance policy on an occurrence basis following form of the primary coverage with a limit of liability of $2,000,000. The Umbrella/Excess Liability insurance policy shall include but not be limited to the following coverages for bodily injury, property damage and personal injury: (i) Premises Operations Liability; (ii) Contractual Liability; (iii) Automobile Liability for owned, non-owned and hired vehicles. The TOWN, its officers, agents, servants and employees shall be named as additional insurers.

 10. LIABILITY: To the fullest extent permitted by law, TENANT agrees to indemnify and hold the TOWN harmless against any and all liabilities, losses, costs, forfeitures, or damages, and all out-of pocket expenses, including reasonable legal fees and court costs (collectively, Liabilities), actually incurred, suffered, or sustained by, or sought to be imposed on, the TOWN in connection with the Premises arising out of events occurring during the term of this Lease, except for any Liabilities resulting from the negligence or willful misconduct of the TOWN or any person or entity under the control or direction of the TOWN. TENANT shall defend any lawsuits with regard to claims for such Liabilities, and shall pay any judgments which result from the lawsuits, provided the TOWN provides TENANT with adequate notice to enable TENANT to defend any lawsuits. Lawsuits include arbitration proceedings, administrative proceedings, and all other governmental or quasi-governmental proceedings. The indemnification provided for in this Section shall include any Liabilities resulting from any claim in connection with, related to, or arising out of construction, operation or ownership of, or improvements to the Premises by the TENANT. The obligations of the TENANT under this Section arising by reason of any such occurrence taking place during the term of this Lease shall survive any termination of this Lease. 11. TERMINATION: Upon termination of this Lease, TENANT shall, at its own expense and within thirty (30) days, remove any and all of its personal property hereinbefore referenced whether affixed or not, and agrees to restore the Premises consistent with the provisions of 7.3 of this Lease. If said property is not removed within said thirty (30) days and such failure continues for an additional 30 days after TOWN's notice thereof to TENANT, then it shall become the property of the TOWN which, at its option, may cause the removal of the property from its Premises and the TENANT hereby agrees to reimburse the TOWN for all reasonable costs of such removal. Any improvements and/or alterations to the lease space during the term of this Lease shall remain and become the property of the TOWN on the effective date of any termination of this Lease. 12. NOTICES: Any notices that are required here, or which either TOWN or TENANT may desire to serve upon the other, shall be in writing and shall be deemed served when delivered personally, or when mailed or when delivered by any means which provides for a return receipt, addressed to the responsible parties named at the addresses first written above. 13. WAIVER: Waiver by the TOWN of any default in performance by TENANT of any of the terms, covenants, or conditions contained herein, shall not be deemed a continuing waiver of that default or any subsequent default. 14. MISCELLANEOUS PROVISIONS: 14.1. The TOWN covenants that TENANT, on paying the rents and performing the covenants herein, shall peaceably and quietly have, hold, and enjoy that portion of the Premises governed by this Lease. 14.2. All property of any kind that may be on the Premises shall be at the sole risk of TENANT, and the TOWN shall not be liable to TENANT or any other persons for any injury, loss of damage to any persons or property on the Premises from causes other than TOWNs omission, fault, negligence or other misconduct. TOWN shall not be liable for any damage to 4

persons or property by water which may be sustained by reason of breakage, leakage, or obstruction of any pipes or other leakage in or about the Premises arising from causes other than TOWNs omission, fault, negligence or other misconduct. 14.3. It is understood and agreed that the TOWN shall never be treated as a partner or associate of TENANT in the conduct of TENANTs business, nor shall TOWN be liable for any debts incurred by TENANT in the conduct of TENANTs business or otherwise; it is understood that the relationship is, and at all times shall remain, that of Tenant (Lessee) and Landlord (Lessor). 14.4. TENANT shall be subject to all policies and procedures established by the Town of Adams regarding the operation and occupancy of the building, including but not limited to the No Smoking policy, loss control requirements, and use of mechanical systems. 14.5. In the event TENANT fails to comply with any of the provisions of this Lease or to perform any of its obligations hereunder, the TOWN shall give TENANT written notice of such breach. TENANT shall have thirty (30) days after receipt of such written notice from the TOWN to cure such breach (or such longer period of time not to exceed an additional thirty (30) days as is reasonably necessary to cure such failure provided the TENANT commences the cure within such thirty (30) day period and thereafter diligently prosecutes the cure to completion.) 14.6. This Lease contains a complete statement of all representations, warranties, covenants, and agreements by and between the TOWN and TENANT with respect to the Premises and cannot be modified except by written agreement signed by both the TOWN and TENANT. 14.7. This Lease shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors, and assigns. 14.8. This Lease and the performance thereof shall be governed by and construed in accordance with the substantive law of the Commonwealth of Massachusetts, without giving effect to the conflicts or choice of law provisions of Massachusetts or any other jurisdiction, and shall have the effect of a sealed instrument. 15. SEVERABILITY: If any of the provisions of this Lease or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such provision or provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby, and every provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 16. COUNTERPARTS: This Lease may be executed in one or more counterparts, each of which shall be deemed an original. 17. RECORDABLE FORM: TOWN and TENANT each agree to execute a Notice of Lease in recordable form.

IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respected seals the day and year first above written.

TENANT:

BY: WITNESS:

TOWN: Town of Adams, Massachusetts

BY: TITLE: WITNESS:

Approved As To Form: Town Counsel

EXHIBIT 7
Lease Form

PR ROPOSED LEASE PA AYMENT

Rule of Aw ward The Town of Adams wil accept the most advantag o ll m geous proposa from a resp al ponsive and r responsible Proposer, ta aking into con nsideration al of the evalu ll uation criteria and price. a

First Year (2013) Lease Payment: e $________ ____________ ___________ ______ Annual Lease Pa ayment (in nu umbers) $________ ____________ ___________ ____________ ___________ ___________ _________ Annual Lease Pa ayment (in words)

t: Second Year (2014) Lease Payment ____________ ___________ ______ $________ Annual Lease Pa ayment (in nu umbers) $________ ____________ ___________ ____________ ___________ ___________ _________ Annual Lease Pa ayment (in words)

r se Third Year (2015) Leas Payment: $________ ____________ ___________ ______ Annual Lease Pa ayment (in nu umbers) $________ ____________ ___________ ____________ ___________ ___________ _________ Annual Lease Pa ayment (in words) Note:
Both the written form and the number for should ind a r dicate the same amount. If th e here is a discre epancy rm mber form amou unts, the writte form will co en ontrol. between the written for and the num

The undersigned certif all amou shown above: fies unts a __________ ___________ _________ _____
Comp pany/Organiza ation Name _____ ____________ ___________ __________ Repre sentatives Si ignature _____ ____________ ___________ __________ Print N Name _____ ____________ ___________ __________ Repre sentatives Ti itle