PROPOSAL TO PROVIDE TOWN COUNSEL SERVICES

TO

THE TOWN OF DUXBURY MASSACHUSETTS OCTOBER 17, 2012

Boston Office 75 Arlington Street, Suite 500 Boston, Massachusetts 02116 Tel: 866-353-3310 Fax: 866-353-5020 Principal Office 317 Iron Horse Way, Suite 301 Providence, Rhode Island 02908 Tel: 401.824.5100 Fax: 401.824.5123 www.pldw.com

TABLE OF CONTENTS
I. CERTIFICATION ........................................................................................................................... 1 II. INTRODUCTION .......................................................................................................................... 2 III. RFP RESPONSE QUESTIONS .................................................................................................... 3 IV. ATTORNEY BIOGRAPHIES ...................................................................................................... 11 V. FEES AND EXPENSES RESPONSE SHEET .................................................................................. 14 VI. ATTACHMENT A MUNICIPAL LAW EXPERIENCE CHECKLIST ........................................... 15 VII. ATTACHMENT B STATEMENT OF LITIGATION EXPERIENCE ........................................... 16 VIII. ATTACHMENT C ATTORNEY RESUMES ........................................................................... 17

Response to the Town of Duxbury, Massachusetts October 17, 2011

I. CERTIFICATION
CERTIFICATION

By my signature, I certify that the information contained in this Response to Request for Proposals is complete and accurate, to the best of my knowledge and belief.

Signed: ____________________________

Date:

October 15, 2012

___

Response to the Town of Duxbury, Massachusetts October 17, 2011

II. INTRODUCTION
PANNONE LOPES DEVEREAUX AND WEST LLC (PLDW) is a full-service law firm with offices located in Connecticut, Florida, Massachusetts, New York and Rhode Island. The firm has national expertise in a variety of practice areas, including administrative law, corporate, municipal infrastructure, energy, criminal law, civil litigation, government, health care and estate planning. PLDW was founded by partners who have formerly practiced in an international law firm setting and have more than one hundred twenty years of combined experience. PLDWs partners pride themselves on always being responsive to the clients needs. In addition to delivering quality legal services, PLDWs attorneys are committed to the community which they serve. PLDWs attorneys practice in many areas of law, including: Alternative Dispute Resolution Corporate and Business Counseling Criminal Defense Construction Employment Law Estate Planning and Administration Government and Legislative Strategies Litigation Health Care Municipal Non-profit Organizations Regulatory Special Masterships in Prison Monitoring Sports Law

At PLDW, delivering legal services in a seamless manner through various disciplines is a hallmark of the firm. The firms partners determined that practicing law in a more efficient way was an absolute necessity in our current economy. The practice model at PLDW combines large firm experience with a more efficient platform and overhead. As a result, many of the lawyers at the firm are cross-trained in multiple disciplines creating opportunities to seek more practical cost-effective solutions without sacrificing the quality of the service. With an expanding national presence, PLDW is a leader in the legal profession with highly skilled lawyers trained to identify legal issues and find solutions for their clients. PLDW represents local governments, municipalities, and public agencies with respect to a broad range of issues, including day-to-day operations, litigation matters, regulatory and administrative matters, public finance, procurement, public-private partnerships, contracting, government relations, solid waste, water, wastewater, construction, real estate, land use and development. PLDWs team of lawyers includes former mayors, town administrators, city and town solicitors, lieutenant governors and attorney generals, all of whom have significant experience dealing with public officials and have an intricate knowledge of working on municipal matters. Our collective experience uniquely qualifies us to represent the Town of Duxbury, Massachusetts (the Town) as Town Counsel.

Response to the Town of Duxbury, Massachusetts October 17, 2011

OFFICE LOCATIONS
PLDWs principal office is located at 317 Iron Horse Way, Suite 301, Providence, Rhode Island 02908, with a Massachusetts office located at 75 Arlington Street, Suite 500, Boston, Massachusetts 02116. The firm also has offices located in Connecticut, New York and Florida.

ABOUT OUR PROPOSAL TEAM

Proposer: Steven A. Torres, Partner, BBO # 566356, as Primary Town Counsel,

in conjunction with Pannone Lopes Devereaux & West LLC 317 Iron Horse Way, Suite 301 Providence, Rhode Island 02908 Phone: 401-824-5100 Fax: 401-824 5123 Email: storres@pldw.com Bruce H. Tobey, as Assistant/Alternate Town Counsel Matthew G. Feher, as Assistant/Alternate Town Counsel

Response to the Town of Duxbury, Massachusetts October 17, 2011

III. RFP RESPONSE QUESTIONS RFP ITEM 1. PRIMARY AND ALTERNATE TOWN COUNSEL
PLDW takes a team approach in responding to this Request for Proposals (RFP) for Town Counsel services. Our immediate proposal team is comprised of three practitioners who bring considerable experience in providing legal and legislative services to municipalities. Primary Town Counsel Steve Torres and assistant/alternate Town Counsels Tobey and Feher have a combined 50+ years in direct or related municipal service, including actual time as full-time elected and appointed government officials. This proposal team has not only provided legal services to Massachusetts municipalities, but they also have been on the municipal side of the ledger, responsible for managing scarce municipal resources and ensuring every dollar on legal services is well managed, well spent and well accounted for regularly. Steven A. Torres, BBO # 566356, Primary Town Counsel Bruce H. Tobey, BBO # 498920, Assistant/Alternate Town Counsel Matthew G. Feher, BBO # 676824, Assistant/Alternate Town Counsel

RFP ITEM 2. RESUMES AND CURRICULUM VITAE

Please see attached biographies and resumes for each of the attorneys identified above.

RFP ITEM 3. BAR ADMISSION

Each member of the proposal team meets the minimum admission requirements as stated in the RFP.

RFP ITEM 4. PROPOSAL TEAM MUNICIPAL CLIENT HISTORY AND REFERENCES

Steven A. Torres Corporation Counsel, City of Fall River, Massachusetts Reference: William A. Flanagan, Mayor City of Fall River 1 Government Center Fall River, Massachusetts 02722 508-324-2600 mayor@fallriverma.org January 2010 July 2012

Response to the Town of Duxbury, Massachusetts October 17, 2011

City Solicitor, City of Taunton, Massachusetts January 2000 December 2009 Reference: Robert G. Nunes, Deputy Commissioner of Revenue Director of Municipal Services Commonwealth of Massachusetts, Division of Local Services PO Box 9569 Boston, Massachusetts 02114-9569 617-626-2300 nunesr@dor.state.ma.us Special Counsel, Town of Wareham, Massachusetts 2008 2010 Reference: Mark Andrews, Town Administrator Town of Wenham 138 Main Street Wenham, Massachusetts 01984 978-468-5520 mandrews@wenhamma.gov Special Counsel, Town of Mansfield, Massachusetts Reference: Jess Aptowitz, Selectman japtowitz@mansfieldma.com Kevin Moran, Selectman kmoran@mansfieldma.com Town of Mansfield 6 Park Row Mansfield, Massachusetts 02048 508-261-7372 Special Counsel, Town of Holbrook, Massachusetts Reference: Michael Yunits, Town Manager Town of Norton, Massachusetts 70 East Main Street Norton, Massachusetts 02766 508-285-0210 myunits@nortonmaus.com Bruce H. Tobey General Counsel, City of Gloucester, Massachusetts Mayor, City of Gloucester, Massachusetts Reference: Linda Lowe, Esq. Former City Solicitor City Clerk 9 Dale Avenue
Response to the Town of Duxbury, Massachusetts October 17, 2011

2008 2009

2008 2009

1982 1984 1991, 1994 2002

Gloucester, Massachusetts 01930 (978) 281-9720 Associate General Counsel, Massachusetts Water Resources Authority 1986-90, 1992-93 Reference: Mary R. Jeka, Esq. Former MWRA General Counsel Tufts University, Senior Vice President for University Relations Ballou Hall, Third Floor Medford, Massachusetts 02155 (617) 627-4220 Matthew G. Feher Senior Lobbyist, Massachusetts Municipal Association 2000 2010 Reference: Geoffrey Beckwith, MMA Executive Director MMA, One Winthrop Square Boston, Massachusetts 02110 (617) 426-7272 Counsel, Massachusetts Highway Association Reference: Mike Valenti, MHA President David Lane, MHA Secretary MHA, P.O. Box 41 Groveland, Massachusetts 01834 (978) 777-0001 x3015 2000 2010

RFP ITEM 5. PROPOSAL TEAMS MUNICIPAL LAW EXPERIENCE

Attorney Steven A. Torres Attorney Steven A. Torres has served as chief legal counsel for two Massachusetts cities, serving four mayoral administrations. Attorney Torres served as Corporation Counsel for the City of Fall River, Massachusetts from 2010-2012 and City Solicitor for Taunton, Massachusetts from 20002009. In these positions he was each City's lead counsel in all litigation and transactional matters, including collective bargaining. A significant portion of Attorney Torres's tenure in both cities was dedicated to municipal infrastructure, procurement, construction environmental and land use issues. He was chief counsel negotiating and administering environmental enforcement agreements with state and local officials as well as court suits with environmental groups. He has been chief procurement counsel and contract administrator for over a half a billion dollars in design and construction contracts for CSO and SSO repair and remediation as well as POTW and water distribution systems. He was also lead counsel on energy matters and was recently responsible for the negotiation of a power purchase agreement with a solar company whereby the City, the Housing
Response to the Town of Duxbury, Massachusetts October 17, 2011 5

Authority and other municipal entities in Fall River will purchase up to 20 megawatts of electricity from various solar projects that are currently being developed in the City and in other towns in the state. Attorney Torres has also been special counsel to three Massachusetts towns on employment and solid waste issues. Attorney Torres has been an author, editor and lecturer for Massachusetts Continuing Legal Education. He has also been a panelist for the Massachusetts Bar Association, Massachusetts City Solicitor and Town Counsel Association and a national panelist for the Design Build Institute of America, the International Municipal Lawyers Association and several other national organizations on the issues of public procurement and contracting in the water, wastewater and solid waste industries. Attorney Torres is a past member of the Executive Committee of the City Solicitors and Town Counsel Association and a member of the International Municipal Law Association. He is a former member of the Massachusetts Bar Associations Public Law Section Council. Attorney Torres is a published author in the areas of labor law, international law, municipal law and constitutional law. Attorney Torres is co-editor of the Supplement Edition of MCLE's "Massachusetts Municipal Law". Attorney Torres, a former United States Air Force Officer in nuclear operations, is a Cum Laude graduate of Suffolk University Law School. Attorney Bruce H. Tobey Bruce H. Tobey has built a distinguished career as a Massachusetts municipal law specialist. Building on the foundation of his work as General Counsel for the City of Gloucester, a full-time in-house position, from 1982-1984, he then went on to specialize in engaging municipal legal issues in a variety of settings, including the Massachusetts Water Resources Authority (1986-90 and 1992-93) and as the Mayor/CEO of Gloucester (1991 and 1994-2002). Attorney Tobey has further expanded that portfolio through his work with PLDW, focusing on municipal infrastructure issues, and as a current and long-time Gloucester City Councilor, where he has demonstrated significant knowledge in a variety of legal arenas, including zoning, ordinance drafting, labor and personnel issues, and financial affairs. Mr. Tobey, as Mayor of Gloucester, led the development of a CSO Control and Facilities Plan and then spearheaded negotiations with the EPA that balanced the development of a CSO remediation plan with the numerous other capital challenges which the Citys aging wastewater infrastructure faced. He was also intimately involved with the appropriation and submittal of a renewal of the citys NPDES permit and negotiation of the permit that ensued. While serving as Associate General Counsel of the Massachusetts Water Resources Authority, Mr. Tobey was involved with the development and enforcement of the regulatory framework for member community management of their individual CSOs in a forty-five community metropolitan wastewater management district.
Response to the Town of Duxbury, Massachusetts October 17, 2011 6

Mr. Tobey has served on numerous Federal Advisory Committees of the United States Environmental Protection Agency, as President of the Massachusetts Municipal Association, and as Chair of the Advisory Council of the National League of Cities. Mr. Tobey is a past member and chair of the Commonwealth of Massachusetts Local Government Advisory Committee, served on the Commonwealths Federal Stimulus Task Force, and is currently a member of its Water Infrastructure Finance Commission. Attorney Matthew G. Feher Matthew G. Feher has developed a thorough and unique understanding of municipal law and policy during the previous twelve years serving cities and towns throughout the Commonwealth. Beginning in 2000, Attorney Feher represented the 351 cities and town in Massachusetts at state and federal levels on specialized public and legal policies. During that same time, Attorney Feher served as legal counsel to the Board of Directors of the Massachusetts Highway Association comprised of municipal public works officials and administrators from across the state. Attorney Feher has expanded his municipal client experience during his time at PLDW focusing his legal practice on specialized municipal infrastructure procurement and project delivery as well as public finance where Mr. Feher serves as Bond Counsel to several Massachusetts municipal issuers. Attorney Feher has directly been involved in the development and modification of statutory and regulatory frameworks governing open meetings, public records, public construction and procurement, public finance, municipal administration, environment and zoning and development. For example, Mr. Feher assisted in writing laws authorizing the use of alternative procurement and project delivery systems at the municipal level, making it easier for towns to enter into intermunicipal agreements, providing municipal incentives for development of smart growth overlay development districts and amending the regulatory framework governing the states affordable housing law. Attorney Feher has served on the Governors Federal Stimulus Commission, Governors Chapter 40B Task Force, the Legislatures Special Commission on Public Construction Reform and the Legislatures Commission on Cable and Telecommunications. Mr. Feher is a frequent speaker on municipal affairs including events hosted by the Massachusetts Municipal Association, the Massachusetts Association of Public Procurement Officials, Massachusetts Highway Association and Massachusetts Institute of Technology. In addition, Mr. Feher has authored several publications on legal and legislative topics including in the areas of land use and development, public construction and public housing policy. Attorney Feher currently serves on the Executive Committee of the City Solicitors and Town Counsel Association and serves as Chairman of the Associations legislative committee.

RFP ITEM 6. PROPOSAL TEAM ACCESSIBILITY

The partner primarily responsible for the Duxbury Town Counsel services, Attorney Steve Torres, will be available regularly on a daily basis to the Town Manager through both direct
Response to the Town of Duxbury, Massachusetts October 17, 2011 7

telephone and electronic communication. This includes availability to 24 hour town services such as police, fire, public works and emergency management when exigent circumstances arise. With respect to regular business items, Attorneys Torres and Tobey regularly monitor, and have an administrative assistant who regularly monitors all electronic communication to ensure and facilitate timely response. The attorney will respond to phone calls the same business day, absent extraordinary circumstances such as being on trial, during which time one of the secondary attorneys will respond the same day. In no event will telephonic or electronic communication from the Town to counsel receive a response more than 24 hours from the time of initial inquiry. With respect to our additional, 24 hour call service for emergencies determined by the Town Manager or public safety head to need the attention of Town Counsel, Attorney Torres, as a 13 year city attorney, monitors his cell phone to be able to respond to municipal client emergencies as they arise and if on vacation, will designate someone in his stead to do the same. Requests for written legal opinions can be returned within one (1) week absent the need for extensive legal research or response for information from state agencies with administrative, policy or regulatory jurisdiction over the matter. The firm, as Town Counsel, can commit to discuss directly with the office of primary responsibility at the Town, the precise details regarding scope of work, time frame for response and need for additional information gathering on each item for which legal assistance is sought. The firm will use a standard intake form approved by the Town for initiating any legal opinion, drafting, or new project work for the Town. The firm will work with the Town Manager to determine a protocol for Town approval of departmental requests for legal assistance or opinions.

RFP ITEM 7. PROPOSAL TEAM BACK-UP PLAN

PLDW is a full-service law firm with thirty (30) attorneys. Attorneys Tobey and Feher, both identified above, will provide logistical and project support and back up for Attorney Torres as necessary. At no time will the Town be without access to either the Primary or Alternate Town Counsel attorneys or a duly authorized attorney from the firm approved in advanced by the Town Manager.

RFP ITEM 8. REQUIRED MEETING ATTENDANCE

If selected as Town Counsel, Attorney Torres will ensure that he is blocked off for all regular and special town meetings immediately upon being notified by the Town of the dates for the meetings. Once booked for scheduled Duxbury Town Meetings, no other engagements or client meetings will be scheduled to conflict and the committed dates will be preserved absent a personal emergency for counsel. In the event that the scheduled Town meeting is announced at a date on which Attorney Torres cannot be made available, a suitable back-up member of the firm, as approved by the Town Manager, will be made available. In no event shall a Town Meeting event or Selectmens meeting where counsels presence has been requested by the Town be unstaffed by our firm and every effort will be made to ensure that Attorney Torres, as primary Town Counsel, will be in attendance.
Response to the Town of Duxbury, Massachusetts October 17, 2011 8

Monthly Summaries. As a management and planning technique and at no costs to the Town, Town Counsel will provide a monthly summary of 1) Pending litigation, to include most recent demand; 2) Open projects and requests for opinions; 3) Schedule of events and deadlines for upcoming month, including office of primary responsibility; 4) Status of collective bargaining, personnel or non-personnel related contract negotiations; and 5) Drafting Status of Warrant Articles, by-laws, special legislation or policy documents.

RFP ITEM 9. REVIEW AND APPROVAL OF TOWN CONTRACTS

Attorneys Torres and Tobey have had a combined 40+ years in various roles of negotiating, reviewing, approving and funding municipal contracts. As Town Counsel, each will be readily available to review all contracts as to form, content and manner of execution. Our philosophy and professional approach to the municipal counsels role in approving contracts is that is not a ministerial role in approving the form and manner of execution, but that Town Counsel, in reviewing a contract, is reviewing the substantive terms and contents of the contract for legal compliance, best practices and assessment of risk and obligations of our town clients.

RFP ITEM 10. CASE MANAGEMENT AND REPORTING

Organization, information, evaluation, communication, follow-up these are the key component parts of case and docket management for a municipal client. Organization/information. The Town will be provided with a regularly (monthly) updated list of all litigation matters organized and cross-referenced by matter type, (i.e., arbitration, lawsuit, ZBA appeal), Town Department, Town Counsel or Special Counsel assigned to handle the matter and what next steps are pending on the case in the coming months. All pending matters, including court litigation, arbitrations, state and federal agency hearings, or any other type of adversarial hearing will be monitored by Town Counsel whether or not Town Counsel is the attorney of record. Special Counsel will be requested to provide regular updates to Town Counsel on matters they are handling so the Town may look to one master list of all outstanding cases. The full contents and format for this report and organizational schematic will be developed jointly between our firm and the Town Manager to ensure it is in a usable form that best suits the needs of the Town. Behind the reports will be extremely well researched and mined data and information regarding the particular aspects of the case. Any time the firm opens a new matter or is apprised of a matter opened by special counsel, a directive regarding information gathering and preservation, employee and decision maker interviews and historical research and record gathering will take place. Town Counsel will ensure all information from every available source is assembled as quickly as possible and assimilated into a complete record of the matter for further evaluation of case strategy and assessment of town liability.

Response to the Town of Duxbury, Massachusetts October 17, 2011

Evaluation. A most critical function Town Counsel performs upon assembling the necessary information and data on a case is to perform a case evaluation to better help the Town understand its potential liability and costs associated with litigation. In addition, there are often times that case investigation may lead to the need for immediate changes in practice and or procedure. For each matter, Town Counsel will perform a case valuation, giving the Town, where possible based on available information and case law and practice, an outside measure of damages and liability as well as an estimated litigation budget tied to each litigation milestone and decision point in case progress. Communication/Follow-up. Managing and assembling key case information is not useful unless it is effectively communicated with the client. Additionally, Town Counsel must followup by assisting the Town in monitoring key decision points and milestone dates. Monthly reporting in summary form for all listed matters is provided for in response to this RFP but that is a minimum. Particular, regular communication regarding each matter individually and specifically is critical to effective case management. Each case will have its own separate milestone chart and communication/decision point schedule. This is especially helpful to a client to communicate prior to town counsel taking, or permitting special counsel to take, steps and conduct work which would incur substantial cost to the client, the Town. Communication means regularly attending board meetings and conducting executive session meetings to communicate key issues surrounding litigation and litigation strategy and understanding the willingness of the decisional body to proceed with a matter. Narrative case summaries in addition to monthly reporting will be provided at appropriate intervals for litigation matters and well in advance of any board meetings convened to review and discuss ongoing litigation matters.

RFP ITEM 11. TRAINING AND EDUCATION FOR MUNICIPAL OFFICIALS

One of the key components of the PLDW model is to provide regular training to municipal officials, elected and appointed, at convenient times on timely topics of interest to municipal officials, employees, boards and commissions. We propose two particular forms of training, initial and recurring. For initial training, each spring, we would provide new elected and appointed officials with training on key aspects of the law which impact them in their respective roles. A seminar that will touch on open meetings, conflict of interest, public records and public stewardship would be given each spring after election of new officials. In addition, twice annually the firm will provide in-depth training on a topic of interest to the Town as agreed upon or requested by the Town Manager or Board of Selectmen. This training would be at no additional cost to the Town and is included in our base proposal for Town Counsel Services.

RFP ITEM 12. CLIENT CONFLICTS

No client conflicts have been identified at this time.

Response to the Town of Duxbury, Massachusetts October 17, 2011

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IV. ATTORNEY BIOGRAPHIES

Steven A. Torres will be the primary Town Counsel for the Town and the day-to-day contact person. Attorneys Tobey and Feher will serve as assistant/alternate Town Counsel as needed. Biographies for these attorneys follow. Resumes for the attorneys are included in Attachment C.

STEVEN A. TORRES
Partner Steven A. Torres is a Partner with Pannone Lopes Devereaux & West LLC and a member of the firms Municipal Infrastructure Team. Attorney Torres is a highly skilled and experienced municipal construction and public-private partnership project advisor and legal counsel who has managed in excess of $1 billion in project value in the areas of utilities, water and wastewater, transportation, building construction and renewable energy. He has vast experience and deep knowledge in matters related to municipal law and regulations including zoning, land use planning, and building and environmental permitting. Attorney Torres has also negotiated and administered millions of dollars in Tax Increment Finance Agreements for cities and towns. In addition, as a former legal counsel for public and private sector unions in New England, Mr. Torres has handled over 300 labor arbitrations and mediations in collective bargaining and employment disputes. Attorney Torres is nationally recognized in his practice area and a frequent lecturer, guest speaker and teacher/mentor to other practitioners. He is a former member of the Massachusetts Bar Associations Public Law Section Council, and a past member of the Executive Committee of the City Solicitors and Town Counsel Association. He is also an author, editor and lecturer for the Massachusetts Continuing Legal Education (MCLE), and co-edited the Supplement Edition of MCLEs Massachusetts Municipal Law. Attorney Torres has had several essays published in the areas of labor law, international law, municipal law and constitutional law. He is a sought after speaker on municipal law and alternative delivery construction project development and financing options and was a national panelist for the Design-Build Institute of America, the International Municipal Lawyers Association, the Solid Waste Association of North America, the Massachusetts Municipal Association and the Massachusetts City Solicitors and Town Counsel Association and other regional organizations. Prior to joining Pannone Lopes Devereaux & West LLC, Attorney Torres served for thirteen years as a city attorney for four consecutive mayoral administrations in two cities. He was Corporate Counsel for the City of Fall River, MA and responsible for the leadership of many municipal building projects, including design-build-finance-operate emerging technology energy projects, school building and utility design and construction projects. From 2000 until 2009, he served as City Solicitor for the City of Taunton, MA under three
Response to the Town of Duxbury, Massachusetts October 17, 2011 11

mayoral administrations. During this time, Attorney Torres accomplished one of the first Construction Manager (CM) at risk school building construction projects in Massachusetts and led a team to develop a $500 million waste-to-fuels project under a design-build-operate (DBO) model using emerging technology. He earned his J.D. from Suffolk University Law School, cum laude, and received his undergraduate degree in computer science from Daniel Webster College. He served in the U.S. Air Force from 1987-1990 as a nuclear operations officer. He is admitted to practice law in Massachusetts and is a member of the Massachusetts Bar Association.

BRUCE H. TOBEY
Senior Counsel Bruce H. Tobey is Of Counsel with Pannone Lopes Devereaux & West LLC and a member of the firms Municipal Infrastructure Team. His practice focuses primarily on representing local and regional governments in the areas of public contracts, water law, solid waste management, environmental law and litigation. Mr. Tobey has extensive legal experience advising and representing governments, including municipalities, counties, public authorities and federal agencies, as well as private companies on environmental policy, programs and financial and regulatory matters with a specialty in water and wastewater infrastructure, public-private partnerships and other business development opportunities for sustainable communities. Mr. Tobey has served on numerous Federal Advisory Committees of the United State Environmental Protection Agency, as President of the Massachusetts Municipal Association, and as Chair of the Advisory Council of the National League of Cities. He was elected Mayor of Gloucester, MA in 1993 and held that position until 2002, when he joined Aquarion Company as Director of Business Development. Prior to joining PLDW, Mr. Tobey was Vice President Business Development for HomeServe USA, leading the companys national campaign to develop public-private partnerships with water and wastewater utilities. Mr. Tobey remains active in local government, serving as a City Councilor for the City of Gloucester, an elected position he has held since 2006. A 1975 graduate of Wesleyan University, majoring in Russian, Mr. Tobey earned his J.D. from Suffolk University Law School in 1978, where he was a member of Law Review, and his MBA from Suffolk University in 2005. He also served as Lieutenant in the U.S. Coast Guard Judge Advocate General Corps from 1978 to 1982. Mr. Tobey is a past member and chair of the Commonwealth of Massachusetts Local Government Advisory Committee, served on the Commonwealths Federal Stimulus Task Force, and is currently a member of its Water Infrastructure Finance Commission. He is admitted to practice law in New York and Massachusetts.
Response to the Town of Duxbury, Massachusetts October 17, 2011 12

MATTHEW G. FEHER
Counsel Matthew G. Feher is Counsel with Pannone Lopes Devereaux & West LLC and is a member of the firm's Municipal Infrastructure and Government & Legislative Strategies Teams. His practice focuses primarily on representing local and regional governments in the areas of public contracts, public finance, water law, solid waste management, environmental law, real property law, construction law and procurement law. Mr. Feher also serves as bond counsel, issuers counsel and underwriters counsel in connection with public bond financing transactions. Before joining the firm, Mr. Feher spent the past decade representing the 351 cities and towns of Massachusetts at both the state and federal levels of government as a senior lobbyist with the Massachusetts Municipal Association. During this time, Mr. Feher was active on legislative issues, executive branch decisions, and state-level court cases involving public works, transportation, public utilities, procurement, real estate development and municipal and regional administration matters. Among several task forces and commissions on which he served, Mr. Feher was a member of the Massachusetts Legislature's Special Commission on Public Construction Reform that revamped the state's public construction laws as they relate to both horizontal and vertical public construction projects, notably authorizing public awarding authorities to utilize alternative delivery methods. Most recently, Mr. Feher was named a member of Governor Deval Patrick's Federal Stimulus Task Force. Mr. Feher served on the Massachusetts Highway Association Board of Government as legislative counsel and currently serves on the Executive Committee of the City Solicitors and Town Counsel Association. Mr. Feher earned his J.D. from New England School of Law. During his time at New England School of Law, Mr. Feher was research assistant to Professor Mark Bobrowski, a leading municipal attorney specializing in land use and zoning law. Mr. Feher is admitted to practice law in Massachusetts and is a licensed executive and legislative agent in the Commonwealth.

Response to the Town of Duxbury, Massachusetts October 17, 2011

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V. FEES AND EXPENSES RESPONSE SHEET

PLDW committed to providing pricing arrangements that serve the best interest of our clients. To that end, we work with our clients to develop a fee arrangement that fits the scope, nature and subject matter of an engagement. We understand the current financial conditions facing local governments and are offering fees that recognize these tough circumstances. Hourly Fees. We are proposing to charge the Town a blended hourly rate for assigned attorneys of one hundred and ninety-five dollars ($195.00) per hour, and ninety-five dollars (95.00) per hour for paralegals.

Team Member Steven A. Torres, Partner Bruce H. Tobey, Senior Counsel Matthew G. Feher, Counsel Paralegal

Hourly Billing Rate $195.00 $195.00 $195.00 $95.00

PLDW controls costs through the use of state-of-the-art telecommunications technology. Our commitment to control legal costs is also reflected through the use of video conferencing equipment which would make better use of client time and to avoid unnecessary travel costs. PLDW welcomes the opportunity to become more efficient through the implementation of agreed upon client suggestions. Dialogue with a client is key to ever increasing efficiencies. Reimbursable Expenses. We propose to charge only the actual documented out-of-pocket costs incurred for long distance telephone charges, photocopying, travel, postage and overnight mail and messenger service. Billing. PLDW billing practices provide for billing in six (6) minute increments. Travel. PLDW proposes to charge for mileage at the IRS rate when traveling on behalf of the Town, but will not charge for travel to the Towns offices, and will not charge for attorney time while in transit. Alternative Fee Arrangement. There are a number of billing approaches that might be considered as an alternative, supplement or complement to a standard hourly rate. In assessing any such alternatives, we will, of course, explore with you in detail the scope and type of the specific matters likely to be assigned to PLDW that may be involved in an alternative approach, partner and associate staffing needs and expectations, and the anticipated volume of work. PLDW will materially assist the Town by delivering the highest quality of legal services in a cost effective approach to the utilization of its resources.

Response to the Town of Duxbury, Massachusetts October 17, 2011

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VI. ATTACHMENT A MUNICIPAL LAW EXPERIENCE CHECKLIST

Attachment A Municipal Law Experience Checklist Rate your experience in the following areas of municipal law using the scale below 1. 2. 3. 4. 5. No experience Limited experience Moderate experience Advanced experience Extensive experience

5 4 4 3 2 5 4 2 4 5 5 5 5 5 4 4

Zoning G.L. c. 40A Chapter 40B Affordable Housing Chapter Lands G.L. c. 61, 61A, 61B (and rights of first refusal) Education G. L. c. 70, 71, 72, 74, 76 Community Preservation Act G.L. c. 44B Municipal Finance Liquor Licensing Conduct of Open Town Meeting Subdivision Control Law Public Bidding and Construction Law Internal Investigations within Municipality Land Acquisitions by Municipality Open Meeting Law Conflict of Interest Law Wetlands Regulation (State and Local) Oil & Hazardous Waste Contamination G.L. c. 21E

Response to the Town of Duxbury, Massachusetts October 17, 2011

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VII. ATTACHMENT B STATEMENT OF LITIGATION EXPERIENCE

Attachment B Statement of Litigation Experience Rate Your Experience Practicing with the following Courts, Boards and Commissions based on the scale listed below.
1. 2. 3. 4. 5.

No experience Limited experience Moderate experience Advanced experience Extensive experience

4 2 3 2 5 5 5 3 3 3 2 4

Trials before State Courts (District, Superior, Land Courts) Trials before Federal District Courts Appeals before Massachusetts Appeals Court Appeals before Massachusetts Supreme Judicial Court Administrative Proceedings before Massachusetts Civil Service Commission Arbitration Proceedings Mediation Proceedings Administrative Proceedings before Massachusetts Appellate Tax Board Administrative Proceedings before Massachusetts Department of Environmental Protection Administrative Proceedings before the ABCC Administrative Proceedings before the Housing Appeals Committee Administrative Proceedings before Division of administrative Law Appeals

Response to the Town of Duxbury, Massachusetts October 17, 2011

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VIII. ATTACHMENT C ATTORNEY RESUMES

Resumes for the attorneys are on the following pages.

Response to the Town of Duxbury, Massachusetts October 17, 2011

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Steven A. Torres
32 Prospect Street Taunton, Massachusetts 508-922-8222 PROFESSIONAL EXPERIENCE
PANNONE LOPES DEVEREAUX & WEST LLC, Providence, RI Sep. 2012-present PARTNER Partner in the firms Municipal Infrastructure Team that focuses its practice in the areas of water, wastewater and solid waste law, public contracts, government law, water law, government procurement, project delivery, infrastructure development, project planning and finance, public finance and intergovernmental relations. Represent local, regional and federal governments with alternative project delivery arrangements such as design/build, design/build/operate procurements, and public-private partnerships in connection with solid waste, water, wastewater, storm water, combined sewer overflow, conversion technology, co-composting, material recovery, waste to energy, as well as other similar environmental infrastructure projects.

City of Fall River, Massachusetts Corporation Counsel

2010 - 2012

Serve as City's lead counsel in all litigation and transactional matters, including collective bargaining. Serve as chief legal and policy advisor to Mayor and administrative head of the Fall River Law Department, supervising several attorneys, consultants and support staff. Negotiate and administer all public contracts, including construction, labor and employment, real property acquisition and disposition and service agreements. Draft legislation and regulations for administration of local government. Provide legal support to all public departments and project management for key environmental and energy projects.
City of Taunton, Massachusetts City Solicitor 2000 - 2009

Serve as City's lead counsel in all litigation and transactional matters, including collective bargaining. Serve as chief legal and policy advisor to Mayor and administrative head of the Law Department, supervising several attorneys, consultants and support staff. Negotiate and administer all public contracts, including construction, labor and employment, real property acquisition and disposition and service agreements. Draft legislation and regulations for administration of local government. Provide legal support to all public departments and project management for key building, land development and utility projects.
American Federation of State, County and Municipal Employees, AFSCME Council 93, AFL-CIO 1994 - 1999 ASSOCIATE General Counsel Attorney for public employee union for four New England states, representing employees and their unions in public and some private sector collective bargaining. Negotiate collective bargaining agreements, litigate before state and federal administrative agencies and courts. Mediate and arbitrate employment and labor agreement disputes. Unite States Air Force 1987-1990 Officer, Nuclear Combat Crew Commander/Deputy Commander Commanded United States nuclear installations, command and control structure for inter-continental ballistic missiles, coordinate operations, security, maintenance and logistics for weapon systems and squadron command posts. Train and supervise military officer and enlisted personnel.

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EDUCATION
DANIEL WEBSTER COLLEGE, Nashua, New Hampshire Bachelor of Science, Computer Systems Suffolk University Law School Juris Doctor Cum Laude Technical Editor, Suffolk Transnational Law Review 1987

1993

PROFESSIONAL ACTIVITIES
DESIGN-BUILD INSTITUTE OF AMERICA, NEW ENGLAND CHAPTER Member, Board of Directors Massachusetts City Solicitor and Town Counsel Association, Executive Committee Member MASSACHUSETTS BAR ASSOCIATION, Public Law Section Council CITY OF TAUNTON, Conservation Commission Vice-chair, Acting Chair

2011-present 2002-2007 2001-2003 1994-2000 1997-1999 1999

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MISCELLANEOUS

Seasoned speaker at events hosted by several national trade associations, educational institutions and civic groups, including, but not limited to, Design-Build Institute of America, Solid Waste Association of North America, New England Water Environment Association, International Municipal Lawyers Association, Massachusetts Continuing Legal Education, Massachusetts Bar Association, Massachusetts City Solicitor and Town Counsel Association and others.

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BRUCE H. TOBEY
16 Montvale Avenue Gloucester, MA 01930 978-282-0001 PROFESSIONAL EXPERIENCE
PANNONE LOPES DEVEREAUX & WEST LLC, Providence, Rhode Island 2011-present SENIOR COUNSEL Represent cities, towns, districts and counties in legal and procurement issues arising from their operation and governance of water, wastewater and solid waste utilities. HOME SERVICE USA CORP., Miami, Florida 2008-2011 VICE PRESIDENT OF BUSINESS DEVELOPMENT Managed and executed nationwide strategies for acquiring new utility partnerships in marketing residential home warranty protection program plans. AQUARION COMPANY, Bridgeport, Connecticut 2002-2008 DIRECTOR OF BUSINESS DEVELOPMENT and LEGAL COUNSEL SAFETY VALVE COMPANY Managed, provided legal, regulatory and government relations support, and developed and executed strategies for the homeowner warranty affiliate of one of the nations ten largest investor-owned water utilities. CITY OF GLOUCESTER, Gloucester, Massachusetts 1991, 1994-2002 MAYOR Chief Executive Officer of a $75 million per year Municipal Corporation. Developed and managed annual operating and capital budgets. Oversaw a 1200 employee work force and all labor relations issues. Provided extensive public works, water and wastewater utility, and environmental protection services. Led an intense effort to diversify and strengthen the community's economic base. Advocated for community needs before the state and federal governments. MASSACHUSETTS WATER RESOURCES AUTHORITY, Boston, Massachusetts 1986-1990, 1992-1993 ATTORNEY Rose through the ranks to head the General Law Department. Advised on legislative issues. Drafted regulations on wastewater and drinking water system operations, minority procurement, and community relations. Oversaw employee ethics and discrimination issues and provided advice on labor relations matters. Made presentations to MWRA board and public and private bodies on legal and policy questions. RONAN & SEGAL, Salem, Massachusetts 1984-1986 ASSOCIATE Handled a variety of civil practice areas, including commercial and residential real estate planning and financing, business counseling, and civil litigation. CITY OF GLOUCESTER, Gloucester, Massachusetts 1982-1984 GENERAL COUNSEL Managed in-house legal team. Handled litigation, union and employee issues, land use and environmental matters, legislative drafting, and all other municipal law concerns.

EDUCATION
WESLEYAN UNIVERSITY, Middletown, Connecticut Bachelor of Arts, Russian Language and Soviet Studies SUFFOLK UNIVERSITY SCHOOL OF LAW, Boston, Massachusetts Juris Doctor Member, Law Review SUFFOLK UNIVERSITY, SAWYER SCHOOL OF MANAGEMENT, EXECUTIVE PROGRAM Master of Business Administration {P0182123 V 1}

PROFESSIONAL ACTIVITIES
City of Gloucester, Massachusetts City Council President Councilor-at-large Commonwealth of Massachusetts, Water Infrastructure Finance Commission Member (Gubernatorial Appointee) National League of Cities Advisory Council Chair Vice Chair Board of Directors Environment, Energy and Natural Resources Committee, Chair Massachusetts Municipal Association President Board of Directors United States Environmental Protection Agency Local Government Advisory Committee Total Coliform Rule Distribution System Advisory Committee Microbial Disinfection and Disinfection Byproducts Advisory Committees Commonwealth of Massachusetts, Local Government Advisory Committee Member (Gubernatorial Appointee) Chair Commonwealth of Massachusetts, Executive Office of Environmental Affairs Working Group on Desalination Policy Development Massachusetts Interlocal Insurance Association Board of Directors Massachusetts Clean Water Council Member Chair United States Conference of Mayors

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2008-2010 1988-1991 2006-Present 2010-present

2005-2011 2008 2007 1999-2001 1999

2008-2009 2006-2011

1999-2010 2007-2009 1995-1998

2006-2011 2008

2005

1997-2001

1994-2001 1995-1996 1994-2001

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MISCELLANEOUS

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Admitted as an Attorney in Massachusetts and New York. Veteran, United States Coast Guard (LT/03), honorably discharged Law Specialist, 1978-1982. Provided extensive testimony to committees of the United States Congress and the Massachusetts Legislature on environmental and public infrastructure financing issues. Served as a member of USAID team providing guidance on the workings of local governance to the Republic of Montenegro and as a delegate to the United Nations International Conference on Human Habitats.

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MATTHEW G. FEHER
75 Arlington Street, Suite 500 Boston, Massachusetts 02116 781-640-7568 PROFESSIONAL EXPERIENCE
PANNONE LOPES DEVEREAUX & WEST LLC, Boston, Massachusetts 2010-present COUNSEL Represent cities, towns, districts and counties in legal and procurement issues arising from their construction, operation and governance of water, wastewater and solid waste utilities. Serve as bond counsel and underwriters counsel in connection with issuance of municipal securities. MASSACHUSETTS MUNICIPAL ASSOCIATION, Boston, Massachusetts 2006-2010 SENIOR LEGISLATIVE ANALYST Represented Massachusetts cities and towns before the state legislature, executive branch and the courts in matters involving public works, transportation, public utilities, land use, zoning, regionalization and administration. In addition to legislative analyst roles, developed public policy agenda and managed legislative staff. MASSACHUSETTS MUNICIPAL ASSOCIATION, Boston, Massachusetts 2000-2006 LEGISLATIVE ANALYST Represented Massachusetts cities and towns before the state legislature, executive branch, administrative agencies and the courts in matters involving public works, transportation, public utilities, land use, zoning, regionalization and administration. Provided written and oral testimony on legislative and regulatory matters. Negotiated with statewide trade organizations, governmental agencies and private industries to develop solutions for policy, legal and regulatory conflicts that impact local government.

EDUCATION
LYCOMING COLLEGE, Williamsport, Pennsylvania Bachelor of Arts, Political Science Cum Laude NEW ENGLAND SCHOOL OF LAW, Boston, Massachusetts Juris Doctor Research assistant to Professor Mark Bobrowski

PROFESSIONAL ACTIVITIES
CITY SOLICITORS AND TOWN COUNSEL ASSOCIATION Member, Board of Directors Chair, Legislative Committee DESIGN-BUILD INSTITUTE OF AMERICA, NEW ENGLAND CHAPTER Member, Board of Directors GOVERNORS FEDERAL STIMULUS TASK FORCE Member MASSACHUSETTS HIGHWAY ASSOCIATION Member, Board of Directors, Legislative and Legal Liaison

2010-present 2010-present

2010-present

2009-2010

2000-2010

MASSACHUSETTS LEGISLATURE SPECIAL COMMISSION ON PUBLIC CONSTRUCTION REFORM Member GOVERNORS AFFORDABLE HOUSING TASK FORCE Member THE BOSTON FOUNDATION HOUSING TASK FORCE Member MASSACHUSETTS EXECUTIVE OFFICE OF TRANSPORTATION HIGHWAY DESIGN STANDARDS TASK FORCE Member MASSACHUSETTS LEGISLATURE CABLE COMMISSION Member

2003-2007

2004-2005

2003-2006

2002-2006

2001-2002

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MISCELLANEOUS

Admitted as an Attorney in Massachusetts. Licensed as a Massachusetts Executive and Legislative Agent. Provided extensive testimony to committees of the Massachusetts Legislature on municipal finance and policy issues involving public works infrastructure, the environment, public utilities, land use and public administration. Seasoned speaker at events hosted by several trade associations, educational institutions and interest and civic groups, including, but not limited to, the Boston Foundation, the Citizens Housing and Planning Association, the City Solicitors and Town Counsel Association, the Greater Boston Real Estate Board, the Massachusetts Highway Association, and the Massachusetts Institute of Technology. Co-author of the Association of Town Finance Committees Finance Committee Handbook; co-author of the Associated General Contractors of Massachusetts Recommended Practices for Hiring Owner Project Managers; contributor to the Massachusetts Municipal Associations quarterly magazine The Advocate; contributor to the City Solicitors and Town Counsel Association quarterly newsletter.