2025 September 15: Contract for Auction Services

Summary

The Town Administrator signed a contract for auction services on August 26, 2024 without explicit authorization from the Select Board. She worked with the CMRPC and the auction company that she chose to develop the contract from draft form on July 23, 2024. This matter should have come before the Select Board in a public meeting for a vote between these two dates, but it never did. In the September 15, 2025 Select Board meeting the Town Administrator is trying to get the Town to pay for the breach of that contract.

In the December 22, 2025 meeting we learned that the deeds for the buildings that were to be sold have restrictions that prevent the town from selling them, instead they revert back to the Mixter Trust. This detail should have been caught right at the beginning because this information is on the first page of the deed. No one in our town government, nor our town counsel raised this.

Detailed Breakdown by Invoice for cost of Town Counsel

Invoice Date	Service Period	Matter Description	Attorney/Initials	Hours	Fee Amount
February 24, 2025 (Invoice #152005)	January 2025	Paige Building – Telephone conference with Town Administrator and Assessor re: property and deed restrictions; legal research re: deed restrictions.	KLK	0.50	$120.00
February 24, 2025 (Invoice #152005)	January 2025	Paige Building – Review title history re: right of first refusal.	JDE	0.50	$120.00
Subtotal for January Services				1.00	$240.00
August [inferred] 2025	July 2025	Telephone conference with Town Administrator re: status of documents; telephone conference with Chair of Select Board re: land development agreement and purchase and sale agreement.	KLK	0.30	$75.00
August [inferred] 2025	July 2025	Analyze status of deed, land development agreement, and historical preservation restriction; e-mail to Chair of Select Board re: documents and response of proponent.	KLK	1.00	$250.00
August [inferred] 2025	July 2025	Exchange e-mails with Chair of Select Board and Town Administrator re: historical preservation restriction and finalization of documents.	KLK	0.30	$75.00
August [inferred] 2025	July 2025	Exchange e-mails with Town Administrator re: response to proponent; analyze e-mail from attorney for proponent.	KLK	0.20	$50.00
August [inferred] 2025	July 2025	Continue draft of documents, including deed, purchase and sale, and land development agreement; exchange e-mails with attorney for proponent.	KLK	1.20	$300.00
August [inferred] 2025	July 2025	Continue draft of documents with Paige Building Friends.	KLK	0.70	$175.00
August [inferred] 2025	July 2025	Finalize purchase and sale agreement, deed, and land development agreement for execution; forward to parties for execution.	KLK	0.60	$150.00
August [inferred] 2025	July 2025	E-mail to Town Administrator re: purchase and sale agreement and next steps re: closing on property.	KLK	0.20	$50.00
August [inferred] 2025	July 2025	E-mail to attorney for Friends re: scheduling closing.	KLK	0.20	$50.00
August [inferred] 2025	July 2025	Analyze e-mail from attorney re: title and right of reverter.	KLK	0.30	$75.00
August [inferred] 2025	July 2025	Telephone conference with title attorney re: term in deed.	KLK	0.40	$100.00
August [inferred] 2025	July 2025	Telephone conference with title attorney re: deed; exchange e-mails with attorney for Friends re: affirmative coverage.	KLK	0.80	$200.00
Subtotal for July Services				6.70	$1,675.00
Grand Total				7.70	$1,915.00

Law/By-Law	Key Violation	Relevance	Potential Consequences	Evidence from Documents/Scenario
MGL c. 30A, §§ 18–25 (Open Meeting Law)	– Improper use of executive session (must be for enumerated purposes only; real property discussions allowed under §21(a)(6) if open meeting would harm negotiations, but not for final contract approvals). – Agenda lacking “reasonable specificity” (§20(b)) on topics (e.g., no mention of Zekos or auctions). – No recorded roll-call vote (§22) or minutes disclosure (executive minutes must be kept and reviewed for release once secrecy ends). – Failure to announce or ratify executive outcomes in open session.	The August 26, 2024, executive session cited real property value (§21(a)(6)) and noted “Zekos Group,” but the agenda was vague, no vote appears in minutes, and open session reconvened without reference. Contracts/property sales strategy can qualify, but binding actions (e.g., authorization) typically require open votes unless fully confidential. AG precedents (e.g., Truro case) void actions from unminuted sessions.	– Civil fines up to $1,000 per violation. – Actions (e.g., contract) declared invalid. – Invalidation of related decisions.	– Minutes (p.1): Executive session annotation only; no vote or outcome in open session (pp. 1–5). – No executive minutes provided/released. – AG guidance: Votes must be recorded; complaints filed via mass.gov/openmeetinglaw.
MGL c. 40, §4 (Municipal Contracts)	– Contracts must be authorized by town meeting vote; no unilateral execution by officials without it. – Select Board (or delegated TA) can only execute pre-authorized terms.	No town meeting warrant article authorized the auction contract’s substance/scope. TA signing bound the town without this, making it ultra vires (beyond powers). Select Board defaults to execution role unless by-laws delegate.	– Contract unenforceable against town. – Potential personal liability for signer if bad faith. – Ratification needed via new vote (but admits validity).	– Contract (dated July 23, 2024): TA signed without noted town meeting backing. – By-laws Article V: Select Board handles “execution of deeds & instruments” per town votes. – No delegation in by-laws for TA.
MGL c. 41, §23A (Town Administrator Powers)	– TA acts “by and for the Selectmen” only on assigned matters; no inherent authority to bind town via contracts without explicit delegation (e.g., by vote or by-law).	No evidence of Select Board assignment for contract signing (verbal claim insufficient without record). Many towns delegate via by-law (e.g., thresholds like $5k), but Hardwick doesn’t.	– Unauthorized acts voidable. – Select Board could face scrutiny for oversight failure. – Possible removal grounds if pattern.	– By-laws: No TA delegation (Articles V/IX vest powers in Select Board). – Minutes: No motion/vote assigning authority. – Emails (per your note) may confirm lack of documentation.
Hardwick By-Laws, Article V (Board of Selectmen, see below)	– Select Board has “general directing and management” of town affairs; executes instruments “required to carry into effect any vote of the town.”	TA bypassed Select Board without vote, usurping their role. No by-law delegates routine contracts to TA.	– Internal by-law violation; could lead to town meeting censure or by-law amendment. – Supports contract invalidity.	– By-laws (p.3, Table of Contents): Article V covers management, execution, and legal affairs. – No override for TA.

[18:10] (TA): I have all these for you to sign after the meeting.
(Chair) Okay old business possible vote on Zikos auction group.
(TA): Start Mr Chair?
(Chair): All right please
(TA): um You’ll see in your packet, um there’s a lot of documents, um there is the invoice that we all knew was coming from Zekos Auction Group. I, just for reference, I attached a copy of the contract that was approved by the Select Board in the uh September of 24 um and I attached… um We’ve had some difficulties with the Paige building, so I also attached uh some emails correspondents from town council, just to keep everyone on the board um apprised of that situation. They have pulled out of the purchase and I attached an opinion from our attorney um cuz I emailed her and I’m like “Okay well how do we move forward?” um So she emailed me back while I was away and I wanted to make sure that you guys had all the information.
(Vice Chair): Right now we’re talking about the Zekos Group not the date, correct? So when did the Select Board approve the contract in a public meeting?
(TA): um It was approved in September of 24, I don’t have the date on the top of my head, but um you were present and Miss Kemp was present and Miss Kolenda, uh Mr Vollheim was not present.
(Vice Chair): That was an executive session.
(TA): There was a vote taken.
(Vice Chair): Votes? We… When we took that vote that was to hire their services, there was no contract presented. Eric had eye surgery at the time, so I don’t know what date it was. It’s like the only meeting you missed Mr. Chair. And…
(TA): Ms. Kolenda also..
(Vice Chair): Excuse me… Excuse me…
(TA): …spoke to Mr Chair…
(Vice Chair): Excuse me. So I was in that meeting…
(TA): mhm
(Vice Chair): …and we agreed to hire their services only. There was no contract presented. No public vote was taken to approve a contract in any Select Board meeting that I’m aware of. Maybe I’m mistaken, and I’ll I would gladly be corrected, but my understanding your Select Board didn’t vote on anything.
(TA): um Ms. Kemp, Ms. Kolenda were both there and just because you didn’t understand what you were voting on doesn’t mean it didn’t happen.
(Vice Chair): Really? Really? Show me the package. Just show me the information.
(TA): ^{***Hard to hear***} I’ll get it (?)
(Chair): Where would you like to take this now?
(Vice Chair): I do not agree with this bill at all sir.
(Chair): Right.
(Vice Chair): So I think we should have a conversation with Zekos Group and ask him to wave it
(Chair): Mr. Korzec has offered to negotiate.
(Vice Chair): Well I’d appreciate it if he would.
(Chair): Good
(Vice Chair): Thank you.
(Chair): Shall we leave it there for now
(Vice Chair): Yeah, do you want to just table it or do you want a motion?
(Chair): I’m not going to sign it.
(Vice Chair): I’m not going to sign it.
(Clerk): I’m certainly not going to agree to it.
(TA): So there’s nothing for here to sign it’s just where do we go from here because we do have an invoice we are in breach of their contract so it’s where the vote or the discussion has to be okay so where do we go from here?
(Chair): Right
(TA): Yep.
(Chair): And I think maybe make giving Mr uh Korzec the opportunity and if he is agreeable, he’s on finance committee, uh I think I’d like to hear what he has to say. So I’m going to invite him to the next meeting.
(Clerk): Okay.
(Vice Chair): Meanwhile would you like to do a motion where Mark can reach out on behalf of the Select Board to negotiate this bill with Zekos?
(Chair): Sure, if he wants to do that. Yeah.
(Vice Chair): Okay. I make a motion to approve Mark Korzec to reach out to Zekos Group Auctioneers to negotiate and wipe out this invoice of $15,000.
(Clerk): I’ll second.
(Chair): Further discussion? All in favor.
Aye Aye Aye.

Whenever one asks the current Town Administrator about anything, it is incredibly rare that you get a straight-forward, candid answer. Details will be omitted, messages will be ignored, often she will say that “I already told you that” (or some variation thereof) in one of her typical hallway ambushes, just to name a few tactics used.

Let’s focus on the evidence. Below are emails that I have acquired by public records request (M.G.L. c. 66, § 10) which are related to this topic:

There is a lot here and this is a work in progress.

Please go to the YouTube video, in the description click the “…more” link, then scroll to the bottom of that description and click the “Show Transcript” button.

(SB Chair): um But just really quick before…um…before we adjourn, I just want Justine to bring up um so that everyone’s aware that we are likely going to owe Zekos for not doing the auction for cost incurred plus 12%.
(TA): um Pretty much that’s it, so um whatever the board wants to decide moving forward. I didn’t have the numbers at the last meeting so I kept my mouth shut but if the board does choose to go in a different direction or do nothing um what is was supposed to cost the town nothing is is going to end up costing us whatever they’ve spent thus far are plus 12% uh and I don’t know if that includes timing time…
(SB Vice Chair): You don’t have a number on that?
(TA): I don’t know I haven’t talked to them I was waiting to talk to you guys ^{***garbled***} you know (?).
(SB Vice Chair): Have they stopped incurring costs?
(TA): They haven’t heard from me at all. I don’t know what the board wants to do. That’s why because…
(SB Chair): We just paused.
(FC Member): What kind of cost?
(TA): um Anything for advertising materials time sign whatever Plus 12%.
(SB Chair): I just wanted to make people aware of that.
(SB Vice Chair): That’s the cost of doing everything.
(SB Chair): Because we’re going to have to figure out where that money comes from.
(TA): So that is cuz it would be a breach of their contract.
(SB Chair): So just so everyone’s aware.
(FC Chair): When did you, when when was the contract signed?
(TA): I don’t know that I want to say roughly three months ago but don’t quote me exactly.
(SB Chair): Maybe not quite.
(Audience & SB Chair): ^{***garbled***} what do you think was it has it been that I just I don’t know I time is like a I know (?)
(SB Chair): Okay that was all I wanted to add to to the end

I happened upon this voice mail in the Town Administrators emails from March 5, 2025. It is interesting, so I need to fill in more details: