BLATMAN, BOBROWSKI & MEAD, LLC ATTORNEYS AT LAW Concord Millis Newburyport DESCRIPTION OF THE FIRM The firm

rm of Blatman, Bobrowski & Mead, LLC, offers the Commonwealths cities and towns expertise in general municipal law and land use law. The firms practice is focused on these areas, providing its clients with relevant, timely and sound counsel. Most of the firms clients are town governments, boards and housing authorities. The firm provides counsel in all areas of municipal and land use law, except labor law and with offices located in Concord, Millis and Newburyport, the firm is able to expediently serve all of its municipal clients. The firms attorneys provide general municipal counsel as well as project-based special counsel services. The team is thoroughly familiar with the day-to-day workings of municipal government and the myriad of challenges facing localities as they manage daily operations, emergency situations, long-term planning and strategic efforts. The firm presently serves as Town Counsel to a growing number of municipalities, including the Towns of Ashland, Bellingham, Berkley, Deerfield, Douglas, Easton, Kingston, Marblehead, Maynard, Rehoboth and Southbridge. As of November 1, 2012, the Firm will also begin serving as Town Counsel for the Town of Chatham. The firm has also represented well over 100 municipalities in the past 20 years on Special Counsel assignments. A number of the firms municipal clients have ongoing relationships of over 10 years. Although well-versed in the full scope of services offered, the firms areas of expertise in the municipal context are as follows: Mark Bobrowski: Land use and planning law Lisa L. Mead: Municipal law; Land use and planning law; renewable energy Jason R. Talerman: Municipal Law; Land use, planning, wetlands and environmental law Bettye Ann Blatman: All phases of Real Estate law Adam J. Costa: Municipal law; Land use and planning law Lynnea Thody: Municipal law; Land use and planning law Arielle Cecala: Real Estate and Estate Planning Mark Bobrowski Mark Bobrowski, a founding partner, is an attorney with over 20 years of experience in land use and related municipal matters, is the author of The Handbook of Massachusetts Land Use and Planning Law (1993 & supplemented annually). He is a professor of Administrative Law, Land Use, Local Government and Property at New England School of Law in Boston. Mark has represented dozens of municipalities and others with land use concerns, and has written extensively on issues affecting municipal government. As a member of the New England School of Law faculty since 1986, he has worked with many communities across the region on community growth control, economic development and resource protection. Mark was a member

of the Massachusetts task force examining affordable housing law. Education:

B.A., Ithaca College (Ithaca, New York) M.A., University of Oregon (Eugene, Oregon) J.D., New England School of Law (Boston, Massachusetts)

Selected Publications:

Handbook of Massachusetts Land Use and Planning Law, 2nd Edition, Aspen Law & Business (2002). Supplemented annually. Affordable Housing v. Open Space: A Proposal for Reconciliation, 30 Boston College Env. Affairs L. Rev. ___ (2003). Reform of the Zoning Act: An Open Letter to the Legislature, 33 Suffolk U. L. Rev. 19 (2000). The Zoning Acts Person Aggrieved Standard: From Barvenik to Marashlian, 18 W. New Eng. L. Rev. 385 (1996). Local Protection of the Scenic Landscape, 22 B.C. Envtl. Aff. L. Rev. 697 (1995). This article was included in Boardman's Handbook of Planning and Zoning Law (1996), an annual compilation of noteworthy articles. Handbook of Massachusetts Land Use and Planning Law, Little, Brown & Co. (1993). Supplemented 1994-2000. Planners and Lawyers: Toward a Division of Labor, Urban Lawyer (Summer 1990). Reprinted as Planners and Lawyers: Toward a Division of Labor, Zoning & Planning L. Rev. (1991) and Planners and Lawyers: Toward a Division of Labor, Boardman's Handbook of Planning and Zoning Law (1991 & 2000 Supplement). Lisa L. Mead

Lisa L. Mead, a founding partner, is an attorney and former City Solicitor for the City of Somerville, is also a former three-term Mayor of the City of Newburyport and a former two-term City Councilor for the City of Newburyport. Lisa also served as State Director for Senator John Kerrys Massachusetts operations. Earlier, she worked in a private practice specializing in real estate, banking, securities and corporate law, and as Assistant General Counsel for the Massachusetts Department of Public Welfare. Having served as both the chief elected officer for a municipality and City Solicitor for a major urban city, Lisa is broadly qualified to assist municipalities as they address a variety of local legal issues, including: procurements, finances, licensing, zoning, affordable housing development, permitting, public construction, renewable energy, litigation, state and federal relations and public construction. Education

B.A., University of Massachusetts (Amherst, Massachusetts) J.D., New England School of Law (Boston, Massachusetts)

Selected Publications and Presentations:

Local Investment Accounts Ensure Funding, American City and County Magazine (March 2002). Co-authored with Stephen Lisauskas. A New Look at the Old 40B, A Municipal Perspective, Suffolk Universitys Moakley Institute, September 2008. Keeping Current with chapter 40B, Citizens Housing & Planning Institute and Department of Housing and Community Development, October, 2008 Developing a Green Legal Thumb Emerging Practice Issues; Green Real Estate, How to Handle Zoning and Permitting, October 2009. Massachusetts Mangers Association, Annual Boot-Camp; Strategies for Building Relationships among the Board of Selectmen, Town Manager and Town Counsel, October 2009 and 2010. Boston Bar Association, Local Permitting and the Wind Siting Reform Act, December 2011. Jason R. Talerman

Jason R. Talerman, Of Counsel, has more than a decade of experience in the area of municipal law. Prior to joining the firm, Jay was a partner at Kopelman & Paige, where he provided Town Counsel services to nearly a third of the cities and towns in the Commonwealth. Jay has wide experience in a variety of municipal practice areas and has specific expertise in the areas of environmental law, land use and affordable housing. He has a strong litigation background and has practiced before the Housing Appeals Committee, Appellate Tax Board, Department of Environmental Protection, District Court, Land Court, Superior Court and Appeals Court. Additionally, Jay has experience litigating in administrative agencies and the federal courts, including the Environmental Appeals Board, U.S. District Court, First Circuit Court of Appeals and Bankruptcy Court. Jay is a resident of the Town of Norfolk, where he has served as a member on a variety of local boards and committees, including the Conservation Commission, Community Preservation Committee, Bylaw Review Committee, Council on Aging and Master Plan Committee. Education:

B.A., University of Massachusetts (Amherst, Massachusetts) J.D., Boston College Law School (Newton, Massachusetts) Trinity College, Oxford University (Oxford, England)

Selected Presentations & Publications:

Speech: Affordable Housing in Massachusetts, Annual Conference of the American Planners Association (2006). Speech: Chapter 40B Update, CLE International Land Use Forum (2005-06).

Speech: Ask the Experts, Affordable Housing Seminar (co-sponsored by DHCD, MassHousing, CHAPA & MHP) (2004-06). Speech: Housing Everyone in the Commonwealth, Harvard University Kennedy School of Government (2003). Life After 40B, Architecture Boston Magazine (May/June 2003). Planned Production Implementation, MMA Annual Conference (2009). Community Preservation Act Presentations to SE and Western Mass Moderators Associations. Featured Panelist 2012 REBA Annual Conference Bettye Ann Blatman

Bettye Ann Blatman, a founding partner, has more than ten years experience in Real Estate Law. She has substantial experience in all forms of sophisticated real estate matters. She assists the firms clients in reviewing all forms of restrictions, easements, deeds and other related documents. Education:

B.A., Brown University (Providence Rhode Island) M.A., Columbia University (New York, New York) J.D., Boston College Law School (Newton, Massachusetts) Adam J. Costa Associate

Adam J. Costa is an associate with more than six years experience in our Concord and Newburyport offices. A graduate of Wake Forest University School of Law, Adam was active in appellate advocacy and was a recipient of the N.C. Academy of Trial Lawyers Award for his outstanding achievements in trial advocacy. As a junior associate with a North Carolina law firm, he helped young municipalities draft zoning ordinances, plan for future growth and manage other land use matters. Adams practice includes both land use and municipal law. He is admitted to the bar in Massachusetts and New Hampshire. Education:

B.A., University of New Hampshire (Durham, New Hampshire) J.D., Wake Forest University School of Law (Winston-Salem, North Carolina) Lynnea Thody Associate

Lynnea Thody joined the firm in 2008 after serving as clerk to the Chief Justice of the Massachusetts Land Court. Lynnea also interned with the Municipal Law Unit of the Office of the Massachusetts Attorney General. She assists in our Millis and Newburyport offices. A

graduate of New England School of Law, Lynnea was a member of the prestigious New England Law Review. Lynneas practice includes both land use and municipal law. Education:

B.A., Quinnipiac College (Hamden Connecticut) J.D., New England School of Law (Boston, Massachusetts)

Presentations & Publications:

Co-Author, Zuckerman v. Town of Hadley: The New Substantive Due Process Challenge to Regulating Municipal Growth in Massachusetts, in MUNICIPAL LAW CONFERENCE 2007 at 551 (2007). Co-Author, THE MASSACHUSETTS STATE CONSTITUTION (Oxford University Press, 2011). Arielle Cecala Associate

Arielle Cecala joined the firm in 2010 with a background sophisticated estate planning and in real estate transactions. She graduated summa cum laud from the University of New Hampshire and received her law degree from the New England School of Law. During her studies, Arielle served as a legal intern and research assistant at the Massachusetts Department of Environmental Protection. She currently assists with all phases of real estate law, estate planning and Community Preservation Act matters. Education:

B.A., University of New Hampshire (Durham, New Hampshire) J.D., New England School of Law (Boston, Massachusetts)

FIRM PROJECTS General Municipal Law Ashland, Massachusetts (2008-present): The Firm serves as Town Counsel, representing the Town in all phases of municipal law. Bellingham, Massachusetts (2008-present): The Firm serves as Town Counsel, representing the Town in all phases of municipal law. Berkley, Massachusetts (2011-present): The Firm serves as Town Counsel, representing the Town in all phases of municipal law. Chatham, Massachusetts (beginning November 1, 2012): The Firm will serve as Town Counsel, representing the Town in all phases of municipal law. Deerfield, Massachusetts (2004-present): The Firm serves as Town Counsel, representing the Town in all phases of municipal law. Douglas, Massachusetts (2011-present): The Firm serves as Town Counsel, representing the Town in all matters of land use and zoning. Easton, Massachusetts (2010-present): The Firm serves as Town Counsel, representing the Town in all phases of municipal law. Kingston, Massachusetts (2008-present): The Firm serves as Town Counsel, representing the Town in all phases of municipal law. Marblehead, Massachusetts (2005-present): Attorney Mead represents the Town of Marblehead on variety of general municipal matters. Maynard, Massachusetts (2010-present): The Firm serves as Town Counsel, representing the Town in all phases of municipal law. Millis, Massachusetts (2001-2006): Attorney Talerman served as primary municipal law contact for Town. Responsible for coordination of all legal representation. Representation at Town Meeting. Millville, Massachusetts (2001-2006): Attorney Talerman served as primary municipal law contact for Town. Responsible for coordination of all legal representation. Representation at Town Meeting. Norton, Massachusetts (2004-2006): Attorney Talerman served as primary municipal law contact for Town. Responsible for coordination of all legal representation. Representation at Town Meeting.

Rehoboth, Massachusetts (appointed July 2012): The Firm serves as Town Counsel, representing the Town in all phases of municipal law. Scituate, Massachusetts (2004-present): Attorney Talerman represents the Town of Scituate on a variety of general municipal matters, ranging from tax issues to sewer construction. Somerville, Massachusetts (2002-2004): Attorney Mead served as City Solicitor, in charge of all legal affairs for city. Southbridge, Massachusetts (2009-present): The Firm serves as Town Counsel, representing the Town in all phases of municipal law. Templeton, Massachusetts (2011-2012): The Firm served as Town Counsel, representing the Town in all phases of municipal law. Wareham, Massachusetts (2011-present). The Firm serves as Town Counsel, representing the Town in all phases of municipal law. Town Meetings: In addition to the foregoing, attorney Talerman has served as Town Counsel at Town Meetings in the following Towns: Blandford, Chelmsford, Edgartown, Oak Bluffs, Tisbury, and Westport. Drafting Municipal By-Laws & Ordinances In addition to the drafting of by-laws for the Towns for which the firm serves as Town Counsel, the firm has drafted bylaws and ordinances for the following municipalities: Acton, Massachusetts (1995): Prepared outline of impact fee by-law for town in conjunction with Strategic Planning Grant from EOCD. Agawam, Massachusetts (1999): Completely recodified zoning ordinance. Alford, Massachusetts (2001-02): Completely recodified zoning by-law. Adopted 2002. Andover, Massachusetts (2000-01): Completely recodified zoning ordinance. Adopted 2001. Ashland, MA (2008): Preparing recodified zoning by-law. Adopted 2008. Becket, MA (2006-2007): Completely recodified zoning by-law. Adopted 2007. Bellingham, Massachusetts (1985): Prepared water resource district overlay district for groundwater protection and municipal by-law for hazardous substance storage. Adopted 1986. Bernardston, Massachusetts (1985-88): Prepared complete revision of zoning by-laws and

subdivision regulations, including cluster provisions, growth control devices and resource protection overlays. Enacted 1987 (zoning) and 1988 (subdivision). Boxborough, Massachusetts (1991): Prepared complete recodification of zoning by-law. Adopted 1991. Brookline, Massachusetts (2001-02): Served as consultant to prepare zoning revisions. Enacted 2002. Burlington, MA (2008): Prepared recodified zoning by-law. Adopted 2009. Canton, MA (2010): Recodified zoning by-law. Adopted 2010. Carlisle, Massachusetts (1997): Prepared residential cluster by-law and subdivision regulations. Carver, Massachusetts (1997-98): Prepared complete recodification of zoning by-law, including amendments to subdivision regulations under the auspices of a Municipal Incentive Grant. Enacted 1998. Carver-Plymouth-Wareham Task Force (2000-01): Represented three towns in negotiations with A.D. Makepeace Co. for by-law to develop 9,000 acres. Center for Rural Massachusetts, University of Massachusetts (1987-90): Prepared model zoning by-laws and model subdivision regulations for dissemination to Massachusetts towns. Chelmsford, Massachusetts (1998): Prepared complete recodification of the zoning by-laws under a Municipal Incentive Grant. Adopted 1998. Chelsea, Massachusetts (2000-02): Completely recodified zoning ordinance. Adopted 2004 Clinton, Massachusetts (2000-01): Completely recodified zoning by-law. Adopted 2001. Dartmouth, Massachusetts (1999-2004): Completely recodified zoning by-law and all general by-laws. Dedham, Massachusetts (2003-05): Recodified zoning by-law. Adopted 2004. Review of Senior Campus By-law amendment for intergenerational campus. Adopted 2004. Deerfield, Massachusetts (1985-99): Prepared revisions to zoning by-laws for water resource protection, agricultural preservation, village center development, commercial district and growth control in two (2) separate Strategic Planning Grants from the Massachusetts EOCD. Prepared complete revision of subdivision regulations. Recodified zoning by-law. Enacted 1998. Dighton, Massachusetts (2000): Completely recodified zoning by-law. Enacted May 2000. Prepared new subdivision regulations for Planning Board. Enacted 2000.

Douglas, Massachusetts (2002-03): Recodified zoning by-laws. Adopted 2004. Dracut, Massachusetts (2002-04): Prepared zoning amendments to promote affordable housing. Easton, MA (2007-2008): Prepared zoning amendments for two Chapter 40R smart growth districts. Edgartown, Massachusetts (1988-94): Prepared revisions to Towns B-II Commercial District to promote maximum design review available under law. Enacted 1989. Prepared recodified zoning by-law. Egremont, Massachusetts (2003): Recodified zoning by-laws. Fitchburg, Massachusetts (2000-01): Completely recodified zoning ordinance. Adopted 2001. Foxborough, MA (2009): Prepared recodified zoning by-law. Adopted 2009. Framingham, Massachusetts (1996-2000): Prepared revisions to the Towns special permit, site plan review and parking by-laws, and revised subdivision regulations. Enacted 1996. Franklin, Massachusetts (1995-99): Part of the interdisciplinary team that drafted comprehensive impact fee ordinance for fastest growing city in the Commonwealth. Prepared growth management by-laws and moratorium. Special town counsel for zoning matters. Gardner, Massachusetts (2005): Completely recodified zoning ordinance with Taintor & Associates. Adopted 2006. Gloucester, Massachusetts (2002-03): Prepared nonzoning and zoning ordinances for West Gloucester sewer expansion project. Adopted 2003. Great Barrington, MA (2009-10). Prepared recodified zoning by-law. Adopted 2010. Groton, Massachusetts (1990-2006): Served as counsel to the Planning Board to prepare zoning amendments resulting from Master Plan update. Adopted 1991. Serve as Planning Board consultant on zoning amendments. Groveland, Massachusetts (2006-present): Recodifying zoning ordinance. Hanson, Massachusetts (1988): Prepared site plan review, commercial and industrial special permit provisions and resource overlay districts under Strategic Planning Grant from EOCD. Enacted 1990. Harvard, Massachusetts (1994-97): Prepared draft by-laws for the (Fort) Devens Regional Enterprise Zone, for enactment by the Massachusetts Land Bank, the Devens Commission and

the three underlying towns of Harvard, Ayer and Shirley. Reviewed proposed Devens performance standards for joint Boards of Selectmen of Harvard, Shirley and Ayer. Reviewed Harvards by-law provisions for exempt uses and proposed changes. Haverhill, Massachusetts (2001-05): Revised inclusionary zoning ordinance and developed deed restrictions for affordable housing. Prepared Downtown District and River Corridor District. Hingham, MA (2007-2008): Prepared zoning amendments for Chapter 40R smart growth district. Holbrook, Massachusetts (2004): Advised Planning Board with regard to Rail Transit Overlay District proposed for Town Meeting action. Enacted 2004. Holyoke, Massachusetts (1999-2001): Completely recodified zoning ordinance and subdivision regulations. Adopted 2001. Ipswich, Massachusetts (1999-2002): Conducted partial recodification of zoning by-law. Enacted 2000. Drafted Great Neck zoning changes. Lakeville, Massachusetts (2004): Oversaw creation of a local affordable housing plan. Lee, Massachusetts (2005): Completely recodified zoning by-law. Lenox, MA (2007-2008): Prepared recodified zoning by-law. Adopted 2008. Leverett, Massachusetts (1985-99): Prepared complete revision of subdivision regulations and complete revision of zoning by-laws including site plan review, driveway standards, aesthetic resource protection and flexible development. Enacted 1988 (subdivision) and 1991 (zoning). Lexington, MA (2009): Prepare Site Plan Review Regulations for the Planning Board. Adopted 2009. Lincoln, Massachusetts (1995-2005): Prepared changes to Towns zoning by-laws for exempt educational and religious uses and wireless communications facilities, and drafted general bylaw for highway access permits. Enacted 1995. Drafted inclusionary zoning by-law. Lowell, Massachusetts (2002-03): Prepared revisions to the Citys zoning ordinance. Adopted 2003. Mansfield, Massachusetts (1993-2002): Prepared zoning revisions under the auspices of a Strategic Planning Grant to address concerns in the Great Woods Study Area. Prepared recodified by-law. Adopted 2003. Marion, Massachusetts (1996-2003): Prepared revisions to the zoning by-laws business and commercial, residential development and growth management provisions. Prepared revisions to

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the subdivision regulations. Trained Planning Board on all aspects of special permits, variances and subdivision control. Mattapoisett, Massachusetts (2004): Drafted several related zoning by-laws creating economic development overlay district. Enacted 2004. Medfield, Massachusetts (1997-98): Prepared complete recodification of the zoning by-law and subdivision regulations. Mendon, Massachusetts (1996-97): Prepared zoning changes in accordance with the Towns growth management plans. Recodified zoning by-laws. Methuen, Massachusetts (1997): Prepared recommendations to guide the Citys growth management policies and reviewed zoning ordinance under the auspices of a Municipal Incentive Grant. Metropolitan Area Planning Council (MAPC) (2000): Prepared model cluster zoning by-law for dissemination to one hundred towns. Middleborough, MA (2010): Currently preparing recodified zoning by-laws. Middleton, MA (2007-2008): Prepared recodified zoning by-law. Enacted 2008. Millis, Massachusetts (2001-06): Redrafted several provisions of Towns zoning by-laws, including senior residential overlay district, conditional density overlay district and economic development overlay district. Millville, Massachusetts (2001-06): Drafted stormwater management general by-law, wetlands protection by-law and regulations and several updates to existing subdivision regulations and zoning by-laws. Monson, Massachusetts (2002): Prepared zoning changes in conjunction with Master Plan by Daylor Engineering. Newbury and Newburyport, Massachusetts (2000-01): Prepared zoning amendments for Plum Island to limit growth during water/sewer expansion. Adopted 2001. New Bedford, Massachusetts (1999): Completely recodified zoning ordinance. Adopted 2004. North Reading, Massachusetts (1985-89): Prepared aquifer protection overlay district, site plan review, congregate elderly housing, accessory apartment and commercial growth by-laws. Enacted 1987 and 1988. Northbridge, Massachusetts (1995): Strategic Planning Grant to prepare residential, commercial, industrial and water resource protection amendments to the zoning by-law.

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Norton, Massachusetts (2001-06): Oversaw numerous revisions to general by-laws and zoning by-laws, including inclusionary zoning by-law. Norwell, Massachusetts (1999-2001): Prepared Village Housing District to implement Modern Continentals 45-unit senior housing cluster project. Enacted 1999. Revised subdivision regulations. Adopted 2001. Norwood, MA (2009): Prepared recodified zoning by-law. Adopted 2009. Oak Bluffs, MA (2002-2004): Complete revision of the town's zoning by-laws. Adopted 2004. Orange, Massachusetts (1985): Prepared a complete revision of the Towns zoning by-laws. Enacted 1985 Otis, MA (2006-2000): Complete revision of the town's zoning by-laws. In progress. Pawcatuck Valley, Rhode Island (1999): Under auspices of a state grant, designed model ordinances for Rhode Island communities to promote resource protection, economic development and residential alternatives. Peabody, Massachusetts (2003): Prepared substantial revisions to zoning ordinance. Enacted 2004. Pembroke, Massachusetts (2004): Drafted incentive and inclusionary zoning by-laws for the promotion of affordable housing development. Pepperell, Massachusetts (2000-01): Completely recodified zoning by-law. Adopted 2001. Petersham, Massachusetts (2004-05): Completely recodified zoning by-law. Pittsfield, Massachusetts (2005): Completely recodified zoning ordinance. Reviewed adult business amendments. Quincy, Massachusetts (2001-05): Completely recodified zoning ordinance. Ready for adoption. Raynham, Massachusetts (1999-2000): Prepared zoning changes in conjunction with Master Plan by Koff & Associates. Revere, Massachusetts (1995-96): Strategic Planning Grant to prepare revisions to the Citys general business, neighborhood business and industrial districts. Adopted 1996. Salem, Massachusetts (2000-03): Completely recodified zoning ordinance. Adopted 2009. Prepared waterfront overlay district.

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Sandwich, Massachusetts (1996): Municipal Incentive Grant to promote economic development in Towns industrial district by revising local regulations. Scituate, Massachusetts (2002): Recodified subdivision regulations. Adopted 2002. Sheffield, Massachusetts (2005): Completely recodified zoning by-law. Somerville, Massachusetts (2002-03): Prepared ordinance to replace Assembly Square IPOD. South Kingstown, Rhode Island (1997-99): Prepared subdivision and zoning regulations to promote open space residential development and affordable housing. Southwick, Massachusetts (1996): Reviewed proposed growth management by-law and drafted revised version. Sterling, Massachusetts (1998): Completely recodified zoning by-laws and subdivision regulations. Enacted 1999. Sudbury, Massachusetts (1999-2001): Completely recodified zoning by-laws. Adopted 2001. Swampscott, Massachusetts (1999): Completely recodified zoning by-laws. Enacted 2000. Swansea, Massachusetts (2002-03): Prepared zoning changes in conjunction with Master Plan by Koff & Associates. Recodification of zoning by-law (in progress). Templeton, Massachusetts (1996-2002): Municipal Incentive Grant to train the Planning Board in all aspects of the Subdivision Control Law, draft new regulations and prepare modules for dissemination to other towns. Prepared partial recodification of zoning by-law. Enacted 2002. Tewksbury, Massachusetts (1999-2001): Completely recodified zoning by-law. Enacted 2002. Prepared Shopping Center District for 1.2-million-square-foot mall. Adopted 2004. Tisbury, Massachusetts (2001-06): Assisted in the creation of a variety of local by-laws and regulations supporting the creation of affordable housing. Upton, MA (2006): Completely recodified zoning by-law. Enacted 2007. Uxbridge, MA (2008): Preparing recodified zoning by-law and changes for Chapter 43D. Watertown, Massachusetts (2003-06): Assisted planning staff in comprehensive revision to zoning by-laws. Wayland, Massachusetts (1987-2005): Prepared Incentive Zoning By-Law to promote inclusionary housing in major residential projects. Enacted in part 1989. Prepared site plan review regulations for Planning Board (1994), and reviewed new subdivision regulations (1996).

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Prepared wireless communications and interim planning overlay districts and mixed use residential by-laws to implement Paine Estate project. Prepared Town Center District and recodified zoning by-laws. Webster, Massachusetts (1991-2001): Assisted in zoning recodification by regional planning agency. Special town counsel for Planning Board and Board of Appeals. Wenham, MA (2007-2008): Prepared recodified zoning by-law. Adopted 2009.

West Bridgewater, Massachusetts (2001): Prepared Master Plan with Koff & Associates. Westford, Massachusetts (1995-2004): Reviewed growth management by-law instituting building permit cap and subdivision phasing. Prepared revisions to aquifer protection, townhouse, hazardous materials, mill conversion, assisted living and site plan review by-laws. Special town counsel for planning board and water department. Prepared recodified zoning bylaw. Adopted 2001. Prepared performance standards for major development projects. Adopted 2004. Westport, Massachusetts (2004): Drafted inclusionary zoning by-law and related regulations. Enacted 2004. Westwood, Massachusetts (2002-04): Completely recodified zoning by-law. Adopted 2004. Whately, Massachusetts (1988): Provided legal review for complete revision of zoning by-laws under a Strategic Planning Grant from EOCD. Enacted 1988. Winchester, Massachusetts (2005-present): Recodifing the entire zoning by-law, along with the Planning Board Rules and Regulations. Winchester, MA(2006-2008): Completely recodified zoning by-law. Adopted 2009. Drafted several overlay districts for various projects. Worcester, MA (2007-2008): Prepared Chapter 43D zoning amendments. Legal Assistance to Local Boards The members of the firm have served as City Solicitor, Town Counsel and Special Town Counsel to land use boards to: (1) assist in the review of permit applications, subdivision plan submittals, Notices of Intent and Title V applications; (2) prepare written decisions under the direction of the board; and (3) represent towns, if necessary, in appeals before the courts. The members of the firm have successfully handled the following matters on behalf of governmental clients:

City Solicitor/Town Counsel/Special Town Counsel for Land Use Issues, including subdivision matters and appeals of special permit, variance and other administrative

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decisions, in the following municipalities:

o o o o o o o o o o o o o o o o o o o o

Acushnet Amesbury Ashland Aquinnah Bellingham Belmont Berkley Bernardston Blackstone Canton Chelsea Chilmark Clinton Dartmouth Dedham Deerfield Dighton Easton Edgartown Framingham

o o o o o o o o o o o o o o o o o o o o

Franklin Freetown Gardner Grafton Great Barrington Hadley Haverhill Holliston Holyoke Ipswich Kingston Lancaster Mansfield Marblehead Mendon Methuen Millis Millville Natick Newburyport

o o o o o o o o o o o o o o o o o o o

Norfolk Norton Oak Bluffs Provincetown Rochester Spencer Sterling Stoughton Taunton Tewksbury Tisbury West Boylston Westford Westport West Tisbury Wayland Wenham West Tisbury Winchester

Defense of the Town of Ipswich in Federal District Court under Section 1983 of the Civil Rights Act. Defense of the Town of Freetown in a First Amendment challenge regarding adult entertainment establishment. Defense of the Town of Plymouth in an appeal of a DEP Wastewater Discharge Permit. Appeals of EPA NPDES permits on behalf of the Towns of Grafton, Winchendon and Scituate. Negotiations with the MBTA and the Commonwealth of Massachusetts regarding mitigation package for Greenbush Commuter Rail Line on behalf of the Town of Scituate. Defense of the Town of Tisbury in a regulatory takings claim regarding waterfront property. Representation of Conservation Commissions regarding filings and/or enforcement under the Wetlands Protection Act and local wetlands by-laws, and representation of Boards of Health in Title V matters, in the following municipalities:

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o o o o o o o

Acushnet Amesbury Bellingham Carver Chelmsford Edgartown Freetown

o o o o o o o

Holbrook Kingston Mattapoisett Mendon Millis Millville Norton in the following municipali ties:

o o o o o

Provincetown Scituate Tisbury Upton Westport

Comprehe nsive permit review (G.L. Ch. 40B) with a team of interdiscipl inary profession als including civil engineers, traffic engineers, wetlands specialists, landscape architect and others, as required, as legal counsel to the Board of Appeals or as a consultant under the Massachus etts Housing Partnershi p Fund Program,

o o o o o

o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o

Amesbury Ashland Bellingham Billerica Blackstone Boxborough Boxford Brewster Brookline Canton Charlton Chelmsford Cohasset Danvers Dartmouth Deerfield Douglas Dracut Freetown Georgetown Great Barrington Groton Groveland Hanover Harvard Haverhill Holliston Hopedale Ipswich Kingston Lakeville

o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o o

Lancaster Mansfield Marblehead Marion Marshfield Mashpee Medford Melrose Mendon Merrimac Methuen Millis Natick Newburyport Norfolk North Attleboro Norwell Oak Bluffs Palmer Pembroke Petersham Provincetown Revere Rockland Rochester Sandwich Scituate Sterling Stoneham Sturbridge Sunderland Swansea Taunton Templeton Tewksbury Tisbury

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o o o o

Tyngsborough Upton West Boylston Westford

o o

Westport West Newbury West Tisbury

o o o

Wilbraham Winchester Woburn

Smart growth overlay district review (G.L. Ch. 40R) with a team of interdisciplinary professionals including civil engineers, traffic engineers, wetlands specialists and others, as required, as legal counsel, in the following municipalities:

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o o o o o o o o o

Dartmouth Gardner Haverhill Kingston Medfield Northampton North Andover Pittsfield Sterling

The firm has represented both municipalities and private clients in all aspects of the preparation of Chapter 40R Smart Growth Districts to promote smart growth: Dartmouth, MA (2006): Lincoln Park Smart Growth Overlay District. Enacted 2006. Represented Town. District expanded 2009. Easton, MA (2008): Queset Smart Growth Overlay District. Enacted 2008. Represented Town. Grafton, MA (2006): Fisherville Smart Growth Overlay District. Enacted 2006. Represented Fisherville Redevelopment Corp. Haverhill, MA (2006): Downtown Smart Growth Overlay District. Enacted 2006. Represented City. Lunenburg, MA (2006): Tri-Town Smart Growth District. Enacted 2006. Represented Mass. Housing Opportunities Corp. Northampton, MA (2007): Sustainable Growth District. In progress. Represented MassDevelopment. Norwood, MA (2006): St. George Avenue Smart Growth Overlay District. Enacted 2006. Represented Karsten Company of Weymouth. Pittsfield, MA (2008): Downtown Smart Growth Overlay District. Enacted 2008. Represented City.

Assistance with the adoption and implementation of the Expedited Permitting Program (G.L. Ch. 43D) for commercial, industrial and/or mixed-use development of Priority Development Site(s), as designated by the following municipalities:
o o o o

Deerfield Boylston Ashland Clinton

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o o o o

Douglas Greenfield Uxbridge Worcester

Special Counsel to Essex County in the County Charter dispute. Special Counsel to Grafton Affordable Housing Trust to develop operation and procedures manual and advise on the creation of affordable housing within the Town. Representation of the Carver-Plymouth-Wareham Task Force in negotiations with A.D. Makepeace Company for the development of 9,000 acres in the three (3) towns. Legal Counsel to Housing Authorities

The members of the firm have served as general legal counsel to four (4) housing authorities, covering all aspects of day-to-day operations along with special projects. They include:

Concord Housing Authority (1997-2003): Obtained comprehensive permits for dwelling units. Dukes County Regional Housing Authority (1985-95): Prepared format for successful Resident Homesite Program in which Martha's Vineyard towns provided low-income families with discount building lots. Prepared grant applications to EOCD and HUD. Prepared Memoranda of Agreement with five (5) island towns under Strategic Planning Grant from EOCD. Legal counsel for comprehensive permit projects in two (2) island towns. Wayland Housing Authority (1987-96): Prepared accessory apartment by-law with incentives for agreement with Authority to rent to low-income families. Provided day-to-day legal counsel in all matters of Authority business, from evictions to government contracts. Coordinated successful comprehensive permit applications. Newburyport Housing Authority (2005-present): Provide general counsel to the Housing Authority on all matters. Representation of Private Clients

The firm has represented responsible development clients and abutters in a host of communities, including these examples:

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Massachusetts Housing Opportunities Corp.: Development of 204 unit Chapter 40R smart growth apartment complex in Lunenburg, MA. A.W. Perry, Inc.: Development of several residential subdivisions on the South Shore. In addition, the firm has served as legal counsel to the following land use consulting, planning, or legal firms: Taintor & Associates, Newburyport, MA LandUse, Inc., Hadley, MA Mullin Associates, Inc., Pelham, MA Van Orman & Associates, Easton, MA Koff & Associates, Brookline, MA Herr & Associates, Newton Corner, MA Island Planning & Management, Edgartown, MA Mills, Teague & Patten, Boston, MA Applied Economic Research, Inc., Laconia, NH Dodson Associates, Ashfield, MA Edwards & Angell, Boston, MA Haydu & Lind, Wellesley, MA Daylor Consulting Group, Braintree, MA Cecil Group Specific questions regarding the services provided by the firm, or requests for references, should be directed to the address above.

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REFERENCES The firms current municipal clients, and the nature and length of the service(s) provided to them, include: Municipality Contact Telephone Length of Service

TOWN COUNSEL SERVICES Ashland Bellingham Berkley Chatham Deerfield Douglas Easton Kingston Marblehead* Maynard Rehoboth Southbridge* Wareham Mark Purple, Interim Town Manager Denis Fraine, Town Administrator Paul Modlowski, Executive Secretary Jill Goldsmith, Town Manager Bernard Kubiak, Town Administrator Michael Guzinski, Town Administrator David Colton, Town Administrator Nancy Howlett, Acting Town Administrator Jeffrey Chelgren, Town Administrator Michael Sullivan Jeffrey Ritter Christopher Clark, Town Manager Mark Andrews, Town Administrator Steven Leary, Planning Board Chair Town Manager Ken Araujo, Planning Board Chair Robert Hubbard, Director of Community Devt (508) 881-0100 (508) 657-2801 (508) 824-6794 (508) 945-3550 (413) 665-4645 (508) 476-4000 (508) 230-0510 (781) 585-0500 (781) 631-0000 (978) 897-1301 (508) 252-3758 (508) 764-5405 (508) 291-3100 2008 present 2008 present 2011 present Beginning November 1, 2012 21 years 2011-present 2010-present 2008 present 2005-present 2010-present July 2012present 2009-present 2010-present

SPECIAL MUNICIPAL COUNSEL FOR LAND USE MATTERS Berkley Dartmouth Dighton Gardner (508) 496-8329 (508) 910-1816 (508) 669-6636 (978) 630-4011 21 years 10 years 21 years 2 years

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Haverhill Holliston Lancaster Marblehead Medfield Merrimac North Andover North Attleboro Oak Bluffs Scituate Sterling Tewksbury West Tisbury Winchester

William Pilsbury, Director of Community Devt Donna Donovan, Planning Board Administrator Noreen Piazza, Director of Community Devt Anthony Sasso, Town Administrator Norma Cronin, Planning Board Administrator Curt Bellavance, Director of Community Devt Don Johnson, Town Planner Michael Dutton, Town Administrator Patricia Vinchesi, Town Administrator Tim Bragen, Town Administrator Steve Sadwick, Town Planner Julie Keefe, Zoning Board Administrator Mel Kleckner, Town Manager Jennifer Dopazo, Town Counsel Paul Carroll, Zoning Board Chair Paul Cohen, Town Manager Woody Chittick, Zoning Board Chair Mike Guzinski, Town Administrator Jeff Nutting, Town Administrator Stuart Schulman, Board of Selectmen Robert Gambale, Zoning Board Chair Town Manager

(978) 374-2300 (508) 429-0635 (978) 368-4007 (781) 631-0000 (508) 359-8505

5 years 3 years 3 years 2004 - present 3 years 4 years 2 years 2 years 7 years 6 years 15 years 10 years 10 years 3 years

Ashod Amirian, Town Counsel (978) 372-8531 (978) 688-9531 (508) 699-0107 (508) 693-3554 (781) 545-8741 (978) 422-3030 (978) 640-4370, Ext. 238 (508) 696-0107 (781) 721-7133

SPECIAL TOWN COUNSEL ON G.L. CH. 40B, 40R AND/OR 43D MATTERS Brookline Canton Chelmsford Cohasset Douglas Franklin Groton Ipswich Mansfield (617) 730-2190 (781) 575-6589 (978) 250-5201 (781) 383-4100 (508) 476-4000 (508) 520-4949 (978) 302-0589 (978) 356-6605, Ext. 5 (508) 261-7345 5 years 10 years 8 years 5 years 2 years 10 years 7 years 3 years 5 years

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Mashpee Natick Pittsfield Sandwich Sunderland Taunton Tyngsborough Upton Uxbridge Worcester

Joyce Mason, Town Manager Patrick Reffett, Director of Community Devt Deanna Ruffer, Dir. of Community Devt Bud Dunham, Town Manager Margaret Nartowicz, Town Admin. Steven Torres, City Solicitor Rosemary Cashman, Town Administrator Town Manager Town Manager Joel Fontane, Director of Planning & Regulatory Services

(508) 539-1400, Ext. 510 (508) 647-6445 (413) 499-9449 (508) 888-5144 (413) 665-1441 (508) 821-1036 (978) 649-2300, Ext. 100 (508) 529-6901 (508) 278-8600 (508) 799-1400

3 years 2 years 3 years 5 years 5 years 7 years 8 years 5 years 1 year 1 year

*While not named Town Counsel, the Firm provides the full spectrum of town counsel services, including representation at Town Meeting.

This list includes only municipal counsel positions. In addition, Blatman, Bobrowski & Mead, LLC, currently provides assistance with bylaw and ordinance drafting, recodification and review to municipalities throughout the Commonwealth. For a complete list of the firms municipal clients, see the description of the firm and summary of its projects, above.

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BLATMAN, BOBROWSKI & MEAD, LLC

Attorneys At Law
30 Green Street

Newburyport, Massachusetts 01950

Phone (978) 463 7700 Fax (978) 463 7747

October 16, 2012 TOWN COUNSEL RFP Duxbury Board of Selectmen c/o Richard R. MacDonald, Town Manager 878 Tremont Street Duxbury, MA 02332 Re: Request for Proposals for Town Counsel Services

Dear Members of the Board of Selectmen: On behalf of Blatman, Bobrowski & Mead, LLC (BBM), I am pleased to submit this Proposal for Town Counsel Services. BBM presently serves as Town Counsel for the Towns of Ashland, Bellingham, Berkley, Deerfield, Douglas, Easton, Kingston, Maynard, Rehoboth, Southbridge and, as of November 1, 2012, Chatham. In addition, the Firm provides substantial general legal counsel services to the Towns of Marblehead. We also represent dozens of other local boards and commissions across the Commonwealth on a wide variety of matters relating to land use, planning and environmental law. I am confident that the members of my Firm and I possess the skill and expertise to provide the requested legal services to the Town of Duxbury. Included for your information and review are: a response to the questions posed in your RFP, an Alternative Fee Proposal and a comprehensive document that includes a description of the Firm, attorney resumes, a description of the Firms municipal projects and a list of references. The enclosed materials offer a thorough overview of the Firms make-up and the qualifications and experience of its attorneys. As is noted in these materials, our attorneys have extensive experience and unique qualifications. I am the lead attorney in BBMs delivery of Town Counsel services in Ashland, Deerfield, Marblehead, Maynard and Southbridge. I have extensive experience serving municipal clients and, additionally, am a former three-term Mayor for the City of Newburyport. One of my partners, Attorney Jason Talerman has provided Town Counsel services to nearly a third of the municipalities in Massachusetts and has experience in nearly every facet of municipal law. Attorney Talerman is BBMs lead counsel in Easton, Bellingham, Douglas, Kingston and Rehoboth. Another of my partners, Mark Bobrowski, is the author of The Handbook of Massachusetts Land Use and Planning Law. He has worked with communities across the State on community growth control, economic development and resource protection. Attorney Adam Costa, a senior associate of the Firm, is experienced in both general municipal and land use law. Attorney Lynnea Thody, another of the Firms associates, is a

former clerk to the Chief Judge of the Massachusetts Land Court and has wide experience in municipal matters. In addition to these attorneys, Bettye Ann Blatman, a partner in the firm and Arielle Cecala, an associate with the firm, provide sophisticated real estate services to our municipal clients. Blatman, Bobrowski & Mead is an accessible, responsive law firm, which prides itself on its relationships with municipalities and their officials. Among the benefits of working with a small firm is direct access to its partners, associates and attorneys-of-counsel. At all times, at least one (1) of the Firms attorneys will be available to the Town of Duxbury, either in person, by telephone or via e-mail. The Firm will provide periodic reports on ongoing matters as necessary, and will answer inquiries from boards, departments and/or officials in an expeditious manner. The Firm will promptly respond to requests for legal opinions, will inquire as to the required timing of the request and will provide a written response by the deadline provided. The Firm also offers monthly office hours as well as free seminars. Given Duxburys needs, we propose that I serve as the Towns primary contact. Attorney Talerman will serve as a secondary contact and will work closely with the Town on any litigation matters. This would ensure that you have at least one lead attorney available at all times on all phases of municipal law. Additionally, Attorney Bobrowski and Attorney Talerman will combine to advise the Town on land use matters. We would delegate responsibilities to others as necessary. All of the Firms attorneys would regularly assist in providing the desired services as may be necessary. Upon reasonable notice, a member of the Firm will be able to meet with local officials, attend board meetings or make other necessary appearances. In the attached fee proposal, you will note that, as an alternative to hourly billing, we offer two different alternative flat fee billing arrangements. These arrangements can allow for expansive and nearly unlimited access to Town Counsel. More importantly, the flat fee arrangements would provide an incentive to include Town Counsel in decision-making prior to the advent of disputes that could result in litigation. Furthermore, if litigation is unavoidable, our flat fee proposals can allow the Town to defend its interests without significant concern for excessive legal costs. We employ a variety of flat fee arrangements in the Towns of Kingston, Bellingham, Douglas, Maynard and Rehoboth with excellent results. I encourage you to contact the Administrators in these Towns to inquire further. Of course, we would be amenable to considering other billing arrangements as well. Should the Town wish to employ a conventional hourly rate, the firms services are billed at a rate of $175.00 per hour, regardless of whether the work is performed by a partner, associate or attorney-of-counsel. No additional charges are assessed for services provided by the Firms paralegals, staff and other personnel. Nor would the Town of Duxbury be charged for the Firms internal costs, such as clerical assistance, telephone services, utilities, routine copying costs or standard mailing fees. Filing fees, the cost of bulk copying, extraordinary mailing fees, and direct costs associated with litigation such as deposition costs, however, are billed on a direct-cost basis. While we are pleased to offer services on a broad range of legal matters, please note that we do not presently handle labor matters. However, we have partnered for this application with Collins, Loughran & Peloquin, P.C. and submit their proposal herewith. Collins, Loughran & Peloquin, P.C. is a leading labor law firm and we are confident that they would be an asset to the Town.

I would be pleased to meet with you to discuss my Firms proposal, as would the other members of the Firm. Please do not hesitate to call or email me if you have any questions or require any additional information that would be beneficial to your review of our proposal. Thank you for your interest in our Firm. Very truly yours, Lisa Lisa L. Mead Enclosures

FEE PROPOSAL TOWN COUNSEL SERVICES Proposal No. 1 Flat Fee 1. The Firm proposes a flat monthly fee of $9000.00, which shall include substantially all legal work performed by the Firms partners, associates and/or attorneys-of-counsel and related services performed by the Firms support staff. For the Towns convenience, all services provided by the Firm will be itemized. The Firm does not provide legal services on labor-related matters. The flat fee includes all representation and legal opinions for general and land use matters as well as preparation for and attendance at Annual and/or Special Town Meetings, as necessary, and one board hearing or meeting per month. Attendance at additional meetings per month will be billed at the Firms hourly rate of $175.00 per hour. The flat fee includes defense and prosecution of all customary land-use litigation relating to zoning, planning, board of health and conservation, as well as enforcement of zoning and general by-laws. All other litigation will be billed at the Firms hourly rate of $175.00 per hour. The flat fee includes all services relating to review of municipal contracts and procurement issues. The flat fee includes representation of the Town on all significant licensing matters handled by the Board of Selectmen, including liquor licensing. The flat fee does not cover general tax-title matters or routine hearings before the Appellate Tax Board that can be handled without counsel but does cover all ATB hearings on substantial matters that require the assistance of counsel. Nor does the flat fee include routine tax-title matters and negotiation of cable services agreements, as such specialized items are generally handled by outside special counsel. The flat fee does not include matters for which fees are required to be paid by permit applicants under G.L. Ch. 44, 53G. For such matters, the Firm will bill at the rate of $175.00 per hour. The Firm does not charge for work performed by paralegals and support staff. The flat fee also includes monthly office hours at Town Hall as well as two training seminars per year.

2.

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8. 9.

10.

The Firms internal costs, such as telephone services, utilities and clerical assistance, are not the Towns responsibility. Nor are standard mailing fees or routine copying costs charged to the Town. Filing fees, the cost of bulk copying and extraordinary mailing fees (e.g. certified mailings, overnight mailings), recording costs, and costs for other similar items, however, will be billed on a direct basis. Expert consultant fees, title examinations and costs for stenographic transcripts shall also be the Towns responsibility. For matters subject to hourly billing, the Firm bills in increments of one-tenth (1/10) of an hour. Substantive telephone calls and conferences and receipt, review and drafting of correspondence and e-mail are billed at a minimum rate of two-tenths (2/10) of an hour. It is the Firms practice NOT to charge for insubstantial telephone conversations or insubstantial email exchanges with the Towns officials. Proposal No. 2 Partial flat fee

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The Firm proposes a flat monthly fee of $6,000.00, which shall include substantially all non-litigation legal services performed by the Firms partners, associates and/or attorneys-of-counsel and related services performed by the Firms support staff. For the Towns convenience, all services provided by the Firm will be itemized. The Firm does not provide legal services on laborrelated matters. The flat fee includes all representation and legal opinions for general and land use matters as well as attendance at Annual and/or Special Town Meetings, as necessary, and one board hearing or other meeting per month. Attendance at additional meetings per month will be billed at the Firms hourly rate of $175.00 per hour. The flat fee includes all services relating to review of municipal contracts and procurement issues. The flat fee includes representation of the Town on all significant licensing matters handled by the Board of Selectmen, including liquor licensing. The flat fee does not include defense and prosecution of litigation. All litigation will be billed at the Firms hourly rate of $175.00 per hour. The flat fee does not include routine tax-title matters and negotiation of cable services agreements, as such specialized items are generally handled by outside special counsel. The flat fee also does not include matters for which fees are required to be paid by permit applicants under G.L. Ch. 44, 53G. For such matters, the Firm will bill at the rate of $175.00 per hour.

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8. 9.

The Firm does not charge for work performed by paralegals and support staff. The flat fee also includes monthly office hours at Town Hall as well as two training seminars per year. The Firms internal costs, such as telephone services, utilities and clerical assistance, are not the Towns responsibility. Nor are standard mailing fees or routine copying costs charged to the Town. Filing fees, the cost of bulk copying and extraordinary mailing fees (e.g. certified mailings, overnight mailings), recording costs, and costs for other similar items, however, will be billed on a direct basis. Expert consultant fees, title examinations and costs for stenographic transcripts shall also be the Towns responsibility. For matters subject to hourly billing, the Firm bills in increments of one-tenth (1/10) of an hour. Substantive telephone calls and conferences and receipt, review and drafting of correspondence and e-mail are billed at a minimum rate of two-tenths (2/10) of an hour. It is the Firms practice NOT to charge for insubstantial telephone conversations or insubstantial email exchanges with the Towns officials. Proposal No. 3 Hourly rate

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The Firm proposes an hourly rate of $175.00 per hour, which shall include substantially all legal work performed by the Firms partners, associates and/or attorneys-of-counsel and related services performed by the Firms support staff. For the Towns convenience, all services provided by the Firm will be itemized. The Firm does not provide legal services on labor-related matters. Where applicable, legal fees to be paid by permit applicants under G.L. Ch. 44, 53G will be billed separately. The Firm does not charge for work performed by paralegals and support staff. The Firm will provide two training seminars per year at no charge to the municipality. The Firms internal costs, such as telephone services, utilities and clerical assistance, are not the municipalitys responsibility. Nor are standard mailing fees or routine copying costs charged to the Town. Filing fees, the cost of bulk copying and extraordinary mailing fees (e.g. certified mailings, overnight mailings), recording costs, and costs for other similar items, however, will be billed on a direct basis. Expert consultant fees, title examinations and costs for stenographic transcripts shall also be the Towns responsibility.

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For matters subject to hourly billing, the Firm bills in increments of one-tenth (1/10) of an hour. Substantive telephone calls and conferences and receipt, review and drafting of correspondence and e-mail are billed at a minimum rate of two-tenths (2/10) of an hour. It is the Firms practice NOT to charge for insubstantial telephone conversations or insubstantial email exchanges with the Towns officials. Travel time is billable to the Town provided that the Firm will apply a one hour credit for any visits to the Town Hall.

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RESPONSE TO REQUEST FOR PROPOSALS FOR DUXBURY TOWN COUNSEL FEES AND EXPENSES RESPONSE SHEET 1. Please list the name and hourly rate for proposed Town and/or Labor Counsel and for each attorney intended or likely to serve as back-up: Should a flat fee be utilized, there would be no hourly rate for most services. Should an hourly rate be utilized, all attorneys will charge the same fee ($175.00/Hour). In an hourly rate scenario, travel time to the Town will be measured from the Firms closest office. 2. If you propose to bill for services provided by paralegals, clerical staff, or other non-attorney personnel, please list by title and by hourly rate each position for whom you may bill: We do not bill for staff or paralegal services. 3. Please provide a complete listing of all charges for expenses you intend to impose as incurred (i.e. any and all copy charges, telephone charges, fax charges, mileage & travel charges and the like, but excluding any fees for stenographers, court fees, service fees and the like): We do not charge for telephone, mileage, faxing, routine copying and routine postal expenses. We do charge for external large scale copying and large scale postage, as well as court fees, stenographic fees, expert witness fees and the like. 4. In what hourly increments do you intend to bill?

We bill in increments of one tenth of an hour but do not charge for ministerial services or simple yes or no questions. Most billable charges contain a minimum charge of two tenths of an hour. 5. Do you bill out attorney time out of the office on a portal-to-portal basis or some other basis? Please describe. If a flat fee arrangement is not utilized (under which there is no billing for most travel), we bill on a portal to portal basis, provided that we bill from the Firms closest office for travel to the Town. 6. Do you intend to propose an alternative fee arrangement? Yes_X__ No____ yes, please attach additional sheet(s) fully describing and explaining your proposal. Yes, see attached flat fee proposal. If

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

_5_ _5_ _5_ _4_ _5_ _5_ _5_ _5_ _5_ _5_ _4_ _5_ _5_ _5_ _5_ _5_

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, 71, 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

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: ___________________

RESPONSE TO REQUEST FOR PROPOSALS FOR DUXBURY TOWN COUNSEL

Name: Firm Name: Address: Telephone: Fax No.: Email:

Lisa L. Mead Blatman, Bobrowski & Mead LLC 30 Green Street, Newburyport, MA 01950 978-463-7700 978-463-7747 Lisa@bbmatlaw.com

BBO#: 550901

Please respond to each of the following, using separate pages as necessary: 1. Please identify by name (and BBO#, address and phone number if different than above) the proposed Town Counsel and each proposed back-up counsel: Primary contact: Lisa L. Mead See above Jason R. Talerman 730 Main Street Millis, MA 02054 BBO# 567927 (508) 376-8400 jay@bbmatlaw.com

Secondary contact:

Please see the attached Description of the Firm for a comprehensive list of all of the attorneys within BBM and their respective areas of practice. 2. Please attach resumes or curriculum vitae for each attorney identified above. Please see the attached Description of the Firm for resume of all attorneys within the firm, including their respective areas of practice. 3. Do each of the attorneys identified above meet the minimum bar admission requirements of the RFP? If other than yes, please explain. Yes. All attorneys within the Firm meet or exceed the minimum bar admission requirements. 4. With respect to each attorney identified, please list each and every Massachusetts municipality represented by the attorney within the past ten years, the years of such representation, and the name, address and phone number of at least one contact person in each municipality with knowledge of the attorneys reputation.

Please see the attached Description of the Firm for a comprehensive list of the municipalities represented by BBM and corresponding reference contact information. 5. Please describe each identified attorneys experience in municipal law. Please see the attached Description of the Firm. 6. Please describe how you propose to satisfy the Accessibility requirements of the RFP. The firm has a longstanding commitment to responsiveness. The firms primary and secondary contacts will ensure that all calls and emails are met with an immediate response. Our expertise in municipal matters allows for swift responses to requests for opinions and other legal advice. We also provide access via cell-phone and email when we are out of the office. 7. Please describe how you propose to satisfy the Back-up requirements of the RFP. Attorney Mead will act as the Towns primary contact with the Firm and Attorney Talerman will serve as the secondary contact. In the event either the primary or secondary contacts will be unavailable for a period of time, the Firm will arrange for one of the other attorneys with the Firm to serve as contact in his or her absence. 8. What factors might prevent you from attending every session of Annual and Special Town Meetings and an occasional Board of Selectmens Meeting on Monday evenings? A Partner in the Firm will attend all Annual and Special Town Meetings. With proper coordination and scheduling of all Town Meetings, the Firm does not anticipate any factors which will prevent such attendance. Upon sufficient notice, an attorney of the Firm will be in attendance at a requested Board of Selectmen Meeting. Under our flat fee proposal, three meetings per moth are included. 9. Would you be available to review and approve as to form and content all contracts to which the Town is a party? The Firm regularly reviews municipal contracts as to form and content. In addition, the Firm can provide comprehensive contract forms in an effort to streamline the procurement process. 10. How would you conduct or oversee all litigation, including administrative proceedings, in which the Town and its boards are involved in their official

capacity, to the extent such legal services are not provided by the Towns insurance carriers? The Firm regularly represents its municipal clients before the various courts and administrative agencies of the Commonwealth and the Federal First Circuit. The Firm will conduct and oversee all litigation and administrative proceedings where the Town is a named or interested party. We will also monitor litigation matters that are being handled by insurance counsel. Firm policy requires that at least two (2) of it attorneys be involved and informed of each piece of litigation to ensure proper representation and coverage at all scheduled events. 11. How would you be able to provide training to employees and Boards, Commissions and Committees in such topics as Open Meeting Law, Public Records Law, and requirements for calling Executive Sessions for example? The Firm regularly provides its clients with updates on changes to laws impacting municipal, land use and other areas of municipal practice. The Firm also provides private seminars on an as needed or regularly scheduled basis in an effort to keep municipal employees and/or officials apprised of legal changes and to answer ongoing questions. We also provide regular updates, in various forms on all pending matters. Our flat fee proposal includes seminars for town officials and employees. 12. Please identify any past or current clients that may give occasion to a conflict of interest to arise as a result of representing the Town of Duxbury. The Firm is unaware of any past or current clients which could cause a conflict of interest to arise in the Firms representation of the Town.

Attachment B Statement of Litigation Experience Rate your experience practicing with the following Courts, Boards and Commissions based on the scale listed below 1 = No Experience 2= Limited experience 3 = Moderate experience 4 = Advanced experience 5 = Extensive experience

_5_ _4_ _5_ _5_ _2_ _5_ _5_ _5_ _5_ _5_ _5_ _5_

Trials before State Courts (District, Superior, Land Court) 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 the Division of Administrative Law Appeals