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HomeMy WebLinkAboutCOA Formula Grant FY2013'COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM This form is jointly Issued and published by the Executive Office for Administration and Finance (ANF), the Office of the Comptroller (CTR) and the Operational Services Division (OSD) as the default contract for all Commonwealth Departments when another form is not prescribed by regulation or policy. Any changes to the office printed language of this-se,ecA form shall be void. Additional non -conflicting terms may be added by Attachment Contractors may not require any additional agreements, engagement letters, contract forms or other additional terms as part of this Contract without prior Department approval. Click on hypedinks for definitions, instructions and legal requirements that are incorporated by reference into this ConOacL An electronic copy of this form is available at www.mass.govlose under Guidance For Vendors - Forms or www.mass.gov/osd under OSD Forms. CONTRACTOR LEGAL NAME: COMMONWEALTH DEPARTMENT: Exaoutive Office of Eder Affairs TOWN OF MANSFIELD WARS Department Code: ELD Legal Address: 6 PARK ROW Business Mz7nif Address: One A.thltvLtAR Plate, Sn floor MANSFIELD, MA 02048 Boston, MA 02108 Contract Manager. Gatel.Fanugla Bilfiw Addrma (dd-dierent): E-Mad: ermglaMmanafeHmamm 9292SL AUW r. EmmaN Schmaaow Pfwns: 508-261-7368 Fax: E-Mai: Emnhetlachmaaow�sfafa.ma.us Contractor YenAx Code: VC6000191867 Phone: 617-222-7471 Fax: 617-727-930 Vendor Code Address ID: AD001 MMARS Doc IDt8L CTELD 14COA1670000OM2014 RFRIProcurement or Other ID Number. (Nate: The Address M Must treat up for EFT payments.) XX NEW CONTRACT _ CONTRACT AMENDMENT PROCUREMENT OR EXCEPTION TYPE: (Check one option only) Enbr Current Contact End Date Prior ItAmandmank ,,,20- _ Stalarids Contract IDS or an 05D-desgnabd DaparMPAQ EnWArreadnanf Amount. 3 .tor°nochm9e') Cobotive Purchase (Attach 05D approval,suope, budgeQ AMENDMENT TYPE: (Checkono option only. Attach details of Amendment eharrom.) Departrhart Procurement[ndudes Stale cur Fedevalgrmts815 CMR 2.001 _ArnoMn>aM to Scope a&nine((Atea updated wope and budgeQ (Attach RFR andResponw wohetmmmmentsapporMg dowmanta$mI Interim Contact (Ateeh pisbbcaton for Mlersn Conraot and updated stope.6udgeft Emmrencv Contract (Attach iusFtcabon brerthargenoy, sxpe, budgeQ — Enwbvae (ABath anyupdaffisb crops or Wdgeq Contract Ermbvee (Atladn Empi mentSYbs Form. scope, budge4 _C°'r0ect XX LecretativelLegal or Oltrer. GOA FORMULA GRANT LegyaWUrelLegal or Other: (Attach autmiang tm9aa9e,§usWAfan and updated »ape and badgeQ The fo0owing COMMONWEALTH TERMS AND CONDITIONS (T&G) has baaa executad,f led with CTR and is incorporated by roforance into this UcntracL XXComronwesth Temy;md Cand:•bmms _Curmnonwaath TemGand Conditions For Human and Sodal Sams COMPENSATION: (Cheat ONE opton): The Daparma loerlifes that payments My authorised peirurma oe aoceepied in amudmoe- wfh Me tame ofhia Conrad WA be supported In he slele aoxvnfahgsysffim by suftmnt apmopiiabonsmofherhon-appropriated funds,sub}aatb intercept by Comm onreath owed debts under 815 CMR 9.00. _ Rate Contract (No Maximum ObEgabon. Attach delaitsof a6 rabs, unit, ca4.wtafons, wndi6ons o+L�r+ru and mychanges drabs m terms all being amended.) XX Maximum Obfxwtion Contract Enter Total Maximum O6fgslonbr bbl duraton of his Conbad for new TOW Contract is berg amended). $23,896.00 PROMPT PAYMENT DISCOUNTS (PPD): Cortvrtnwea,•fh payment are issued through EFT 45 days born imni a receipt Conbacbns requ ,-ing accelerated ps)pmmb must ideatf)• a PPD as blios.: Payment issued MORO lO days _4i PPD; Payment issued aihm lS da}s_44 PPD; Payrrhenliswedwitnbh 20 day_% PPD; Paymentissued wihin 30 days _% PPD. 8 PPD percenbges are fe6 blank, identify reason: XX agree In standard 45 day cycle _ s"rlwy,Fya! m Ready Pa"Is (Gl c. 29, ri 23A);_ onlyiniba! payment (subsequentpa)meabsaheduled b supportsbndard EFT 45 day payment oyxde. Sea Prorrvst Pay Qwaunta PoOcv.J BRIEF DESCRIPTION OF CONTRACT PERFORMANCE or REASON FOR AMENDMENT,,;, This contract is in ;ocaaydmerbula a brmula grantaward to the Comob on Aging of the munidpa05esof he CommmwealE. The award amount Lsdebrcmned by s census -based allocation of avalabk grantbndng. Funds maysupWcouncd on Aging aobviies as idenbhed in the annuallypublished COA Formula Grant Guide. The act%* perbrmance period ter his arard is 71112013-6/3012014 The nwnkdpafdywAwmpleb a anal teal reporlaoxunffirg by how these granitvnds were applied. Ongoing efigihMyylor formula grantbnding is wn6ngenton sabsbcbry prior year pert mance. ANTICIPATED START DATE: (Complete ONE option only) The Deparment and Convacoycerbty by NisContad, wConbad Amimcmenthat Contrail ebfgabons: _ 1. M, be marred asof he Efbckx Dab (labs! sgnalum dab below) and no obfga6ors have been incurred prior b the EfbcSe Dab. _2- LP,,yp be incurred as of �20_, a dale LATER than the EYnctve Dab below and no obfigatens have been incurred prior b the Eteohe Dab. XX 3. were ohoarred as of JULY 1st �011, a dab PRIOR to he Ef eclive Dale below, and the parties agree MatpaymenG by any obtgabons incurred prior in the Eibciva Date are authorized b be made either as setlemenl payments or as sul horsed reimmursemenlpayrenls, and het he details and dwvoubnces of at obfgatons under this Contrail are attached and Incorporated orb thisCoabad Aweptance of pa)menb breve, rebaseshe Cammamvxalth from brherdaims related b hese obtgabons. CONMOT END DATE: Contact performance shelf terminate as of JUNE 30Trh2014, with no new obligations being incurred after this date unless the Contactis properly amended, provided that the forms of this Conbad and perb"moe expedabons and obbgaliorhs snag sun ve its termination by the "?PON of MSOMg any dabs or dispula,br oonpiaing mynagolialed forms and warranties, to allow any doss outor banslbn perbrmance, reporing, invoicng or Mal payments, at during myfapse bet won amendments. CERTIFICATIONS: Nobdhslending varba! or other represenle8ons by file parties, the 'EffmWe Date' of this Contract or Amendment shag he he Ybsldab thalthis Contractor Amendment has been executed by an aubrwited signs" of he Contract,, tie Department or a I;*, Contador Amendment Start Date specfed above, subjectb any required approvals. The Contracbr makes of cerbtw.bans required under the attached Contracbr Cehkstons (inoorpomilad by reference it not a8eched hereb) under the pains and penalEes of perjury, agrees It Provide any required docurnenYBon upon mquestio wppodoamyt-vnce, and agrees that ag tams goveming perhrmmee offlis Contrail and doing busmeas in Massachusetts are agsded or inwroorabd byrobrence heroin soeording b he blaring hierarchy of dawmenf precedence, he applio;W Comnotv"alh Temsand Condiions, his Standard Contrail Form inchding he hsiuctons and Contact, Cerftaabogs the Request by Response (RFR) or other sof>afalim, the Controcbr's Response, and additional negotabd Yens, provided fiat additional negobabd terms wd bke precedence over the raYvanllerrhGa the RFR and Me Caniaclois Response onlydmade using the Process owed in 801 CMR 21.07 Yomfimated herein, provided hatany amended RFRw Response terms rewhm best vahm, bweroash, a a more cost e0ecbe Conliaol AUTHORIZING SIGNATURE FOR THE CONTRACTOR: AUTHORIZING SIGNATURE FOR THE COMMONWEALTH: x / Date; �. X; Dafo.._ ._ . - (SiM mature as t Bs k14 + en of and Date Must Be HarMxrillen A/ ions of Sighathea) .At ..... f�rS/ ......me) : PETERJ Part Narths,_ � i o� �iSS'_....._-__._.__.__. Print Noma; PETERJ. TIERNAH Print Tdiei.„, y-•9 Q ,� ? -_ ...... _. __ .. Print Title: Director of Administration and Finance COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM INSTRUCTIONS AND CONTRACTOR CERTIFICATIONS The following instructions and terms are incorporated by reference and apply to this Standard Contract Form. Text that appears underlined indicates a'hypertink' to an Internet or bookmarked site and are unofficial versions of these documents and Departments and Contractors should consult with heir legal counsel to ensure compliance with all legal requirements. Using the Web Toolbar will make navigation between the form and the hyperlinks easier. Please note that not all applicable laws have been cited. CONTRACTOR LEGAL NAME (AND DIBIA): Enter the Full Legal Name of the Contractofs business as it appears on the Contractors W-9 or WA Form (Contract Employees only) and the applicable Commonwealth Terms and Conditions If Contractor also has a 'doing business as" (d/o(a) name, BOTH the legal name and the'dlb/a' name must appear in this section. Contractor Legal Address: Enter the Legal Address of the Contractor as it appears on the Contractors W-9 or W-4 Form (Contract Employees only) and the applicable Commonwealth Terms and Conditions which must match the legal address on the 10991 table in MMARS (a the Legal Address in HP/CMS for Contract Employee). Contractor Contract Manager: Enter the authorized Contract Manager who will be responsible for managing the Contract The Contract Manager should be an Authorized Signatory or, at a minimum, a person designated by the Contractor to represent the Contractor, receive legal notices and negotiate ongoing Contract issues. The Contract Manager Is considered 'Key Personnel" and may not be changed without the prior written approval of the Department. If the Contract is posted on Comm -PASS, the Contract Manager must be listed on the Vendor Section tab. Contractor E-Mail AddresslPhonelFax: Enter the electronic mail (e-mail) address, phone and fax number of the Contractor Contract Manager. This information must be kept current by the Contractor to ensure that the Department can contact the Contractor and provide any required legal notices. Notice received by the Contract Manager (with confirmation of actual receipt) through the listed address, fax number(s) or electronic mail address will meet any written legal notice requirements. Contractor Vendor Code: The ,Department must enter the MMARS Vendor Code assigned by the Commonwealth. If a Vendor Code has not yet been assigned, leave this space blank and the Department will complete this section when a Vendor Code has been assigned. The Department is responsible under the Vendor File and W-9s Policy for verifying with authorized signatories of the Contractor, as pad of contract execution, that the legal name, address and Federal Tax Identification Number (TIN) in the Contract documents match the slate accounting system. Vendor Code Address ID: (e.g., 'AD001') The Department must enter the MMARS Venda Gods Address Id identifying the payment remittance address for Contract payments, which MUST be set up for EFT payments PRIOR to the first payment under the Contract in accordance with the Bill Paying and Vendor File and W-9 polities. COMMONWEALTH DEPARTMENT NAME: Enter the full Department name with the authority to obligate funds encumbered for the Contract. Commonwealth MMARS Alpha Department Code: Enter the three (3) letter MMARS Code assigned to this Commonwealth Department in the slate accounting system. Department Business Mailing Address: Enter the address where all torus[ correspondence to the Department must be sent. Unless otherwise specified in the Contract, legal notice sent or received by the Departments Contract Manager (with confirmation of actual receipt) through the listed address, fax number(s) or electronic mail address for the Contract Manager will meet any requirements for legal notice. Department Billing Address: Enter the Billing Address or email address it invoices must be sent to a different location. Billing or confirmation of delivery of performance Issues should be resolved through the listed Contract Managers. Department Contract Manager: Identify the authorized Contract Manager who will be responsible for managing the Contract, who should be an authorized signatory or an employee designated by the Department to represent the Department to receive legal notices and negotiate ongoing Contract issues. Department E-Mail AddresslPhonelFax: Enter the electronic mail (e-mail) address, phone and fax number of the Department Contract Manager. Unless otherwise specified in the Contract, legal notice sent or received by the Contract Manager (with confirmation of actual receipt) through the fisted address, fax number(s) or electronic mail address will meet any requirements for whiten notice under the Contract. MMARS Document ID(s): Enter the MMARS 20 character encumbrance transaction number associated with this Contract which must remain the same for the life of the Contract If multiple numbers exist for this Contract identify all Doc Ids. RFRIProcurement or Other ID Number or Name: Enter the Request for Response (RFR) or other Procurement Reference number, Contract ID Number or other reference/tracking number for this Contract or Amendment and will be entered into the Board Award Field in the MMARS encumbrance transaction for this Contract NEW CONTRACTS (left side of Form): Y Complete this section ONLY if this Contract is brand new. (Complete the CONTRACT AMENDMENT section for any material changes to an existing or an expired Contract, and for exercising options to renew or annual contracts under a multi -year procurement or grant program.) PROCUREMENT OR EXCEPTION TYPE: Check the appropriate type of procurement or exception for this Contract. Only one option can be selected. See State Finance Law and General Requirements. Acquisition Policy and Fixed Assets. the Commodities and Services Policy and the Procurement information Center (Department Contract Guidance) for details. Statewide Contract (OSD or an OSO-designated Department). Check this option for a Statevde Contract under OSD, or by an OSD-designated Department Collective Purchase approved by OSD. Check this option for Contracts approved by OSD for collective purchases through federal, state, local government or other entities. Department Contract Procurement. Check this option for a Department procurement including stale grants and federal sub -grants under 815 CMR 2.00 and State Grants and Federal Subgrants Policy, Departmental Master Agreements (NIA). If multi -Department user Contract, identify multi -Department use is allowable in Brief Description. Emergency Contract. Check this option when the Department has determined that an unforeseen crisis or incident has arisen which requires or mandates Immediate purchases to avoid substantial harm to the functioning of government or the provision of necessary or mandated services or whenever the health, welfare or safety of clients or other persons or serious damage to property is threatened. Contract Employee. Check this option when the Department requires the performance of an Individual Contractor, and when the planned Contract performance with an Individual has been classified using the Employment Status Form (prior to the Contractors selection) as work of a Contract Employee and not that of an Independent Contractor. LegislativeiLegal or Other. Chad this option when legislation, an existing legal obligation, prohibition or other circumstance exempts or prohibits a Contract from being competitively procured, or identify any other procurement exception not already listed. Legislative "earmarks° exempt the Contract solely from procurement requirements, and all other Contract and state finance laws and policies apply. Supporting documentation must be attached to explain and justly the exemption. CONTRACT AMENDMENT (Right Side of Form) Complete this section for any Contract being renewed, amended or to continue a lapsed Contract. All Contracts with available options to renew must be amended referencing the original procurement and Contract doc ids, since all continuing contracts must be maintained in the same Contract file (even if the underlying appropriation changes each fiscal year.)'See Amendments Suspensions and Termination Policy.) Enter Current Contract End Date: Enter the termination date of the Cuff ant Contract being amended, even If this date has already passed. (Note: Current Start Date is not requested since this date does not change and Is already recorded in MMARS.) Enter Amendment Amount: Enter the amount of the Amendment increase or decrease to a Maximum Obligation Contract. Enler'no change' for Rate Contracts or if no change. AMENDMENT TYPE: Identify the type of Amendment being done. Documentation supporting the updates to performance and budget must be attached. Amendment to Scope or Budget. Check this option when renewing a Contract or executing any Amendment (°material change° in Contract terms) even if the Contract has lapsed. The parties may negotiate a change in any element of Contract performance or cost Identified in the RFR or the Contractors response which results in lower costs, a a more cost- effective or better value performance than was presented in the original selected response, provided the negotiation results In a better value within the scope of the RFR than what was proposed by the Contractor in the original selected response. Any 'material' change in the Contract terms must be memorialized in a formal Amendment even if a corresponding MMARS transaction is not needed to support the change. Additional negotiated terms will take precedence over the relevant terms in the RFR and the Contractors Response only if made using the process outlined in 801 CMR 21.07 incorporated herein, provided that any amended RFR or Response terms result in best value, lower costs, or a more cost effective Contract Interim Contracts. Check this option for an Interim Contract to prevent a lapse of Contract performance whenever an existing Contract is being re -procured but the new procurement has not been completed, to bridge the gap during implementation between an expiring and a new procurement, or to contract with an interim Contractor when a current Contractor is unable to complete full performance under a Contract. Contract Employee. Check this option when the Department requires a renewal or other amendment to the performance of a Contract Employee. LegislativeiLegal or Other. Check this option when legislation, an existing legal obligation, prohibition or other circumstance exempts or prohibits a Contract from being competitively procured, or identify any other procurement exception not already listed. Legislative 'earmarks' exempt the Contract solely from procurement requirements, and all other Contract and state finance laws and policies apply. Attach supporting documentation 1) Page 2 of 4 COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM to explain and justify, the exemption and whether Contractor selection has been publicly payments require justification and must be under same encumbrance and object codes as posted. the Contract payments. Performance dates are subject to G.L. c.4. 4 9. COMMONWEALTH TERMS AND CONDITIONS CONTRACT END DATE Identify which Commonwealth Tens and Conditions the Contractor has executed and is incorporated by reference into this Contract. This Form is signed only once and recorded on the Vendor Customer File (VCUST). See Vendor File and W-9s Policy. COMPENSATION Identify ff the Contract is a Rate Contract (with no stated Maximum Obligation) or a Maximum Obligation Contract (with a stated Maximum Obligation) and identify the Maximum Obligation. If the Contract is being amended, enter the new Maximum Obligation based upon the increase or decreasing Amendment The Total Maximum Obligation must reflect the total funding for the dates of service under the contract, Including the Amendment amount if the Contract is being amended. The Maximum Obligation must match the MMARS encumbrance. Funding and allotments must be verified as available and encumbered prior to including obligations. If a Contract includes both a Maximum Obligation component and Rate Contract component, check off both, specific Maximum Obligation amounts or amended amounts and Attachments must dearly outline the Contract breakdown to match the encumbrance. PAYMENTS AND PROMPT PAY DISCOUNTS Payments are processed within a 45 day payment cycle through EFT in accordance with the Commonwealth Bill Paving Policy for investment and cash flow purposes. Departments may NOT negotiate accelerated payments and Payees are NOT entitled to accelerated payments UNLESS a prompt payment discount (PPD) is provided to support the Commonwealth's loss of investment earnings for this earlier payment, or unless a payments is legally mandated to be made in less than 45 days (e.g., construction contracts, Ready Payments under G.L. a 29, s, 23A). See Prompt Pay Discounts Policy. PPD are identified as a percentage discount which will be automatically deducted when an accelerated payment is made. Reduced contracts rates may not be negotiated to replace a PPD. If PPD fields are left blank please identify that the Contractor agrees to the standard 45 day cycle; a statuloryllegal exemption such as Ready Payments (G.L. c. 29 & 23A); or only an initial accelerated payment for reimbursements or start up costs for a grant, with subsequent payments scheduled to support standard EFT 45 day payment cycle. Financial hardship is no[ a sufficient justification to accelerate cash fiow for all payments under a Contract tribal grant or contract payments maybe accelerated for the first invoice or initial grant installment, but subsequent periodic installments or invoice payments should be scheduled to support the Payee cash flow needs and the standard 45 day EFT payment cycle in accordance with the Bill Paying Policy. Any accelerated payment that does not provide for a PPD must have a legal justification in Contract file for audit purposes explaining why accelerated payments were allowable without a PPD. BRIEF DESCRIPTION OF CONTRACT PERFORMANCE Enter a brief description of the Contract performance, project name andtor other identifying information for the Contract to specifically identify the Contract performance, match the Contract with attachments, determine the appropriate expenditure code (as listed in the Expenditure Classification Handbook) or to identify or do* important information related to the Contract such as the Fiscal Year(s) of performance (ex. °FY2012° or °FY2012-14'). Identify settlements or other exceptions and attach more detailed justification and supporting documents. Enter 'Multi -Department Use' if other Departments can access procurement For Amendments, identify the purpose and what Items are being amended. Merely stting'see attached" or referencing attachments without a narrative description of performance is insufficient. ANTICIPATED START DATE The Department and Contactor must cefify WHEN obligations under this ContractAmendment may be incurred. Option 1 is the default option when performance may begin as of the Effective Date (latest signature dale and any required approvals). If the parties want a new Contract or renewal to begin as of the upcoming fiscal year then list the fiscal year(s) (ex. "FY2012' or °FY2012-14') in the Brief Description section. Performance starts and encumbrances reflect the default Effective Date (if no FY is listed) or the later FY start date (if a FY is listed). Use Option 2 only when the Contract will be signed well in advance of the start date and identity a specific future start date. Do not use Option 2 for a fiscal year start unless it is certain that the Contract will be signed prior to fiscal year. Option 3 is used in lieu of the Settlement and Release Form when the ContracUAmendment is signed late, and obligations have already been trimmed by the Contractor prior to the Effective Date for which the Department has either requested, accepted or deemed legally eligible for reimbursement, and the Contract includes supporting documents justifying the performance or proof of eligibility, and approximate costs. Any obligations incumd outside the scope of the Effective Dale under any Option listed, even if the incorrect Option is selected, shall be automatically deemed a settlement included under the terms of the Contract and upon payment to the Contractor will release the Commonwealth from further obligations for the identified performance. All settlement The Department must enter the date that Contract performance will terminate. if the Contract is being amended and the Contract End Date Is not changing, this date must be re-entered again here. A Contract must be signed for at least the initial duration but not longer than the period of procurement listed in the RFR, or other solidtation document (if applicable). No new performance is allowable beyond the and dale without an amendment, but the Department may allow a Contractor to complete minimal dose out performance obligations if substantial performance has been made prior to the termination date of the Contract and prior to the end of the fiscal year in which payments are appropriated, provided that any dose out performance is subject to appropriation and funding limits under state finance law, and CTR may adjust encumbrances and payments in the state accounting system to enable final dose out payments. Performance dates are subject to G.L cA. 4 9. CERTIFICATIONS AND EXECUTION See Department Head Signature Authorization Policy and the Contractor Authorized Sinnalory Listing for policies on Contractor and Department signatures. Authorizing Signature for Contractor/Date: The Authorized Contractor Signatory must (in their own handwriting and in ink) sign AND enter the date the Conked is signed. See section above under 'Anticipated Contract Start Date". Acceptance of payment by the Contracts shall waive any right of the Contractor to claim the Contract Amendment is not valid and the Contractor may not void the Contract. Rubber stamps, typed or other Images are not acceptable. Proof of Contractor signature authorization on a Contractor Authorized Signatory Listing may be required by the Department ff not already on file. Contractor Name ITitle; The Contractor Authorized Signatory's name and 8fle must appear legibly as itappears on the Contractor Authorized Signatory Listing. Authorizing Signature For CommonwealthlDate: The Authorized Department Signatory must (in their own handwriting and in ink) sign AND enter the date the Contact Is signed. See section above under "Anticipated Start Date°. Rubber stamps, typed or other Images are not accepted. The Authorized Signatory must be an employee within the Department legally responsible for the Contract See Department Head Signature Authorization. The Department must have the legislative funding appropriated for all the costs of this Contract or funding allocated under an approved Interdepartmental Service Agreement (ISA). A Department may not contract for performance to be delivered to or by another state department without specific legislative authorization (unless this Contract is a Statewide Contract). For Contracts requiring Secretariat signoff, evidence of Secretariat signoff must be included in the Contract file. Department Name [Title: Enter the Authorized Signatory�s name and title legibly. CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES Notwithstanding verbal a other representations by the pates, the "Effective Date" of this Contract or Amendment shall be the latest date that this Contract or Amendment has been executed by an authorized signatory of the Contractor, the Department, or a later Contract or Amendment Start Dale specified, subject to any required approvals. The Contractor makes all certifications required under this Contract under the pains and penalties of perjury, and agrees to provide any required documentation upon request to support compliance, and agrees that all terms governing performance of this Contract and doing business in Massachusetts are attached or incorporated by reference herein: Commonwealth and Contractor Ownership Rights. The Contractor certifies and agrees that the Commonwealth is entitled to ownership and possession of all 'deliverables" purchased or developed with Contract funds. A Department may not relinquish Commonwealth rights to deliverables nor may Contractors sell products developed with Commonwealth resources without just compensation. The Contract should detail all Commonwealth deliverables and ownership rights and any Contractor proprietary rights. Qualifications. The Contractor certifies his qualified and shall at all times remain qualified to perform this Contract; that performance shall be timely and meet or exceed industry standards for the performance required, including obtaining requisite licenses, registrations, permits, resources for performance, and sufficient professional, liability; and other appropriate insurance to cover the performance. If the Contractor is a business, the Contractor certifies that it is listed under the Secretary of State's website as licensed to do business in Massachusetts, as required by law. Business Ethics and Fraud, Waste and Abuse Prevention. The Contractor certifies that performance under this Conked, in addition to meeting the terms of the Contrad, will be made using ethical business standards and good stewardship of taxpayer and other public funding and resources to prevent fraud, waste and abuse. Collusion. The Contractor certifies that this Contract has been offered in good faith and without collusion, fraud or unfair trade pmcbces with any other person, that any actions to avoid or frustrate fair and open competition are prohibited by law, and shall be grounds for rejection or disqualification of a Response or termination of this Contract. (Issued 6/27/2011) Page COMMONWEALTH OF MASSACHUSE Public Records and Access The Contractor shall provide full access to records related to performance and compliance to the Department and officials listed under Executive Order 195 and G.L. c. 11 s.12 seven (7) years beginning on the first day after the final payment under this Contract or such longer period necessary for the resolution of any litigation, daim, negotiation, audit or other inquiry involving this Contract Access to view Contractor records related to any breach or allegation of fraud, waste and/or abuse may not be denied and Contractor can not claim confidentiality or trade secret protections solely for viewing but not retaining documents. Routine Contract performance compliance reports or documents related to any alleged breach or allegation of non-compliance, fraud, waste, abuse or collusion may be provided electronically and shall be provided at Contractors own expense. Reasonable costs for copies of non -routine Contract related records shall not exceed the rates for public records under 950 C.M.R. 32.00. Debarment. The Contractor certifies that neither it nor any of its subcontractors are currently debarred or suspended by the federal or state government under any law or regulation including, Executive Order 147; G.L. c. 29 s. 29F G.L. c.30 § 39R G.L. c.149 27C G.L. 049. § 44C, G.L. cJ49. § 148B and G.L c. 152 s. 25C. Applicable Laws. The Contractor shall comply with all applicable state laws and regulations including but not limited to the applicable Massachusetts General Laws; the Official Code of Massachusetts Regulalions; Code of Massachusetts Reputations (unofficial); 901 CMR 21.00 (Procurement of Commodity and Service Procurements, Including Human and Social Services); 815 CMR 2.00 (Grants and Subsidies); 808 CMR 1.00 (Compliance, Reporting and Auditing for Human And Social Services); AICPA Standards confidentiality of Department records under G.L. c. 66A and the Massachusetts Consfitulion Article XVIII if applicable. Invoices. The Contractor must submit invoices in accordance with the terms of the Contract and the Commonwealth Bill Paving Policy. Contractors must be able to reconcile and property attribute concurrent payments from multiple Departments. Final invoices In any fiscal year must be submitted no later than August 15e for performance made and received (goods delivered, services completed) prior to June 301, in order to make payment for that performance prior to the dose of the fiscal year to prevent reversion of appropriated funds. Failure to submit timely invoices by August 15e or other date listed in the Contract shall authorize the Department to issue an estimated payment based upon the Departments determination of performance delivered and accepted. The Contractors acceptance of this estimated payment refeases the Commonwealth from further claims for these invoices. If budgetary funds revert due to the Contractors failure to submit timely final invoices, or for disputing an estimated payment, the Department may deduct a penalty up to 10%from any final payment in the next fiscal year for failure to submit timely invoices. Payments Subject To Appropriation. Pursuant to G.L. c. 29 § 26, § 27 and § 29, Departments are required to expend funds only for the purposes set forth by the Legislature and within the funding limits established through appropriation, allotment and subsidiary, induding mandated allotment reductions triggered by G.L. c. 29, § 9C. A Department cannot authorize or accept performance in excess of an existing appropriation and allotment, or sufficient non -appropriated available funds. Any oml or written representations, commitments, or assurances made by the Department or any other Commonwealth representative are not binding. The Commonwealth has no legal obligation to compensate a Contractor for performance that is not requested and is Intentionally delivered by a Contractor outside the scope of a Contract. Contractors should verify funding prior to beginning performance.. Intercept. Contractors may be registered as Customers in the Vendor file if the Contractor owes a Commonwealth debt Unresolved and undisputed debts, and overpayments of Contract payments that are not reimbursed timely shall be subject to intercept pursuant to G.L. c. 7A s. 3 and 815 CMR 9.00. Contract overpayments will be subject to immediate intercept or payment offset The Contractor may not penalize any state Department or assess late fees, cancel a Contract or other services if amounts are intercepted or offset due to recoupment of an overpayment, outstanding taxes, child support, other overdue debts or Contract overpayments. Tax Law Compliance. The Contractor certifies under the pains and penalties of perjury tax compliance with Federal tax laws; State tax laws including but not limited to G.L. c. 62C G.L. a 62C. s. 49A: compliance with all state tax laws, reporting of employees and contractors, withholding and remi8ing of tax withholdings and child support and is in good standing with respect to all state taxes and returns due: reporting of employees and contractors under G.L. c. 62E withholding and remitting child suorm including G.L. c. 119A. s. 12: TIR 05A V New Independent Contractor Provisions and applicable TIRs. Bankruptcy, Judgments, Potential Structural Changes, Pending Legal Matters and Conflicts. The Contractor certifies it has not been in bankruptcy and/or receivership within the last three calendar years, and the Contractor certifies that it will immediately notify the Department in writing at least 45 days prior to filing for bankruptcy and/or receivership, any potential structural change in its organization, or if there is any risk to the solvency of the Contractor that may impact the Contractors ability to fimely fulfil the terms of this Contract or Amendment The Contractor certifies that at any time during the period of the Contract the Contractor is required to affirmatively disclose in wilting to the Department Contract Manager the details of any judgment, criminal conviction, investigation or litigation TTS - STANDARD CONTRACT FORM pending against the Contractor or any of its officers, directors, employees, agents, or subcontractors, including any potential conflicts of interest of which the Contractor has knowledge, or teams of during the Contract term. Law firms or Attorneys providing legal services are required to identity any potential conflict with representation of any Department client in accordance with Massachusetts Board of Bar Overseers (BBO) rules. Federal Anti -Lobbying and Other Federal Requirements, If receiving federal funds, the Contractor certifies compliance with federal anfi4obbying requirements including 31 USC MR; other federal requirements; Executive Order 11246 Air Pollution Act Federal Water Pollution Control Act and Federal Employment Laws. Protection of Personal Data and Information. The Contractor certifies that all steps will be taken to ensure the security and confidentiality of all Commonwealth data for which the Contract% becomes a holder, either as pad of performance of inadvertently during performance, with special attention to restricting access, use and disbursement of personal data and information under G.L. c. 93H and c. 66A and Executive Order 504. The Contractor is required to comply with G.L. c. 93I for thfor the proper disposal of all paper and electronic media, backups or systems containing personal data and Information, provided further that the Contractor is required to ensure that any personal data or information transmitted electronically or through a portable device be property encrypted using (at a minimum) Information Technology Division UTD) Protection of Sensitive Information. provided further that any Contractor having access to credit card or banking information of Commonwealth customers certifies that the Contractor is PCI compliant in accordance with the Payment Card Industry Council Standards and shall provide confirmation compliance during the Conkact provide further [hat the Contractor shall immediately notify the Department in the event of any security breach including the unauthorized access, disbursement, use or disposal of personal data or information, and in the event of a security breach, the Contractor shall cooperate fully with the Commonwealth and provide access to any information necessary for the Commonwealth to respond to the security breach and shall be fully responsible for any damages associated with the Contractors breach including but not limited to G.L. c. 214, s, 3B. Corporate and Business Filings and Reports. The Contractor certifies compliance with any certification, filing, reporting and service of process requirements of the Secretary of the Commonwealth, the Othce of the Attorney General or other Departments as related to Its conduct of business in the Commonwealth; and with its incorporating state (or foreign entity). Employer Requirements. Contractors that are employers certify compliance with applicable slate and federal employment laws or regulations, including but not limited to G.L. c. 5. s. 1 (Prevailing Wages forPrinfing and Distribution of Public Documents); GL c. 7 s 27 (Prevailing Wages for Contracts for Meat Products and Clothing and Apparel): minimum wages and prevailing wage oro%ams and payments: unemployment insurance and contributions; workers' compensation and insurance child labor laws AGO fair labor practices; G.L. c. 149 (Labor and Industries); G.L c. 150A (Labor Relations); G.L. c. 151 and 455 CMR 2.00 (Minimum Fair Wages); G.L. c. 151A (Employment and Training); G. L. 151B (Unlawful Discrimination); G.L. c. 151E (Business Discrimination); G.L. c. 152 (Workers' Compensation); G.L. 053 (Liability for Injuries); 29 USC c. 8 (Federal Fair Labor Standards); 29 USC c. 28 and the Federal Family and Medical Leave Act. Federal And State Laws And Regulations Prohibiting Discrimination including but not limited to the Federal Equal Employment Oppudunity (EEO) Laws the Americans with Disabilities Act; 42 U.S.0 Sec. 12,101, at seq., the Rehabilitation Act 29 USC c.16 s. 794 29 USC c. 16. s. 701 29 USC c. 14, 623; the 42 USC c. 45; (Federal Fair Housing Act); G. L. c. 151E (Unlawful Discrimination); G.L c. 151E (Business Discrimination); the Public Accommodations Law G.L. c. 272 s 92A; G.L. c. 272, s. 98 and 98A, Massachusetts (Telecommunication Ad; Chapter 149, Section 105D G.L. c. 15_t✓C G.L. c. 272, Section 92A Section 98 and Section 98A and G.L. c. 111, Section 199A and Massachusetts Disability -Based Non -Discrimination Standards For Executive Branch Entities and related Standards and Guidance, authorized under Massachusetts Executive Order or any disability -based protection arising from state a federal law or precedent See also MCAD and MCAD links and Resources. Small Business Purchasing Program (SBPP). A Contractor may be eligible to participate in the SBPP, created pursuant to Executive Order 523 If qualified through the SBPP SmartBld subscription process at www Comm-pass.cem and with acceptance of the terms of the SBPP participation agreement. Limitation of Liability for Information Technology Contracts (and other Contracts as Authorized). The Information Technology Mandatory Specifications and the IT Acquisition Accessibility Contract Language are incorporated by reference into Information Technology Contracts. The following language will apply to Information Technology contracts in the U01, UO2, UO3, U04, U05, U06, U07, U08, U09, U10, U75, U98 object codes in the Expenditure Classification Handbook or other Contracts as approved by CTR or OSD. Pursuant to Section 11. Indemnification of the Commonwealth Terms and Conditions, the term "other damages" shall include, but shall not be limited to, the reasonable costs the Commonwealth incurs to repair, return, replace or seek cover (purchase of comparable substitute commodities and services) under a Contract "Other damages" shall not include (Issued 6/2712011) Page 4 of 4 COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM damages to the Commonwealth as a result of third party claims, provided, however, that the foregoing in no way limits the Commonwealth's right of recovery for personal Injury or property damages or patent and copyright infringement under Section 11 nor the Commonwealth's ability to Join the contractor as a third party defendant Further, the term "other damages shall not include, and in no event shall the contractor be liable for, damages for the Commonwealth's use of contractor provided products or services, loss of Commonwealth records, or data (or other intangible property), loss of use of equipment, lost revenue, lost savings or lost profits of the Commonwealth. In no event shall 'other damages exceed the greater of $100,000, or two times the value of the product or service (as defined in the Contract scope of work) that is the subject of the claim. Section i t sets forth the contractor's entire liability under a Contract Nothing in this section shall limit the Commonwealth's ability to negotiate higher limitations of liability in a particular Contract, provided that any such limitation must specifically reference Section 11 of the Commonwealth Terms and Conditions. In the event the limitation of liability conflicts with accounting standards which mandate that there can be no cap of damages, the limitation shall be considered waived for that audit engagement, These terns may be applied to other Contracts only with prior written confirmation from the Operational Services Division or the Office of the Comptroller. The terms in this Clarification may not be modified. Northern Ireland Certification. Pursuant to G.L. c. 7 s. 22C for slate agencies, slate authorities, the House of Representatives or the state Senate, by signing this Contract the Contractor certifies that it does not employ, ten or more employees in an office or other facility in Northern Ireland and if the Contractor employs ten or more employees in an office or other facility located in Northern Ireland the Contractor certifies that it does not discriminate in employment, compensation, or the terms, conditions and privileges of employment on account of religious or political belief, and it promotes religious tolerance within the work place, and the eradication of any manifestations of religious and other illegal discrimination; and the Contractor Is not engaged in the manufacture, distribution or sale of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles or military aircraft for use or deployment in any activity in Northern Ireland. Pandemic, Disaster or Emergency Performance. In the event of a serous emergency, pandemic or disaster outside the control of the Department, the Department may negotiate emergency performance from the Contractor to address the immediate needs of the Commonwealth even if not contemplated under the original Contract or procurement Payments are subject to appropriation and other payment terms. Consultant Contractor Certifications (For Consultant Contracts °HH` and °NN" and °U05' object codes subject to G.L. Chapter 29 s. 29A). Contractors must make required disclosures as pad of the RFR Response or using the Consultant Contractor Mandatory Submission Form. Attorneys. Attorneys or firms providing legal services or representing Commonwealth Departments may be subject to G.L. c. 30, s. 65, and if providing litigation services must be approved by the Office of the Attorney General to appear on behalf of a Department, and shall have a continuing obligation to nobly the Commonwealth of any conflicts of interest arising under the Contract. Subcontractor Performance. The Contractor certifies full responsibility for Contract performance, including subcontractors, and that comparable Contract terms will be included in subcontracts, and that the Department will not be required to directly or indirectly manage subcontractors or have any payment obligations to subcontracors— EXECUTIVEORDERS Fa covered- Executive state Departments, the Contractor certifies compliance with applicable Executive Orders (see also Massachusetts Executive Orders), including but not limited to the specific orders listed below. A breach during period of a Contract may be considered a material breach and subject Contractor to appropriate monetary or Contract sanctions. Executive Order 481. Prohibiting the Use of Undocumented Workers on Slate Contracts. For all slate agencies in the Executive Branch, including all executive offices, boards, commissions, agencies, Departments, divisions, councils, bureaus, and offices, now existing and hereafter established, by signing this Contract the Contractor certifies under the pains and penalties of perjury that they shall not knowingly use undocumented workers In connection with the performance of this Contract; that, pursuant to federal requirements, shall verify the immigration status of workers assigned to a Contract without engaging in unlawful discrimination; and shall not knowingly or recklessly alter, falsify, or accept altered or falsified documents from any such worker Executive Order 130. Anti-BovcetL The Contractor warrants, represents and agrees that during the time this Contract is in effect, neither it nor any affiliated company, as hereafter defined, participates in or cooperates with an international boycott (See IRC 4 9991b)13)- A and IRS Audit Guidelines Boycotts) or engages in conduct declared to be unlawful by G.L. c. 151E s. 2. A breach in the warranty, representation, and agreement contained in this paragraph, without limiting such other fights as it may have, the Commonwealth shall be entitled to rescind this Contract As used herein, an affiliated company shall be any business entity of which at least 51% of the ownership interests are directly or indirectly owned by the Contractor or by a person or persons or business entity or entities directly a indirectly owning at least 51% of the ownership interests of the Contractor, or which directly or indirectly owns at least 51% of the ownership interests of the Contractor. Executive Order 346. Hiring of State Employees By State Contractors Contractor certifies compliance with both the conflict of interest law G.L. c. 268A specifically s. 5 (0 and this order, and includes limitations regarding the hiring of stale employees by private companies contracting with the Commonwealth. A privatization contract shall be deemed to Include a specific prohibition against the hiring at any time during the term of Contract, and for any position in the Contractor's company, any state management employee who is, was, or will be involved in the preparation of the RFP, the negotiations leading to the awarding of the ContracL the decision to award the Contract, and/or the supervision or oversight of performance under the Contract Executive Order 444. Disclosure of Family Relationships With Other State Employees. Each person applying for employment Qnduding Contract work) within the Executive Branch under the Governor must disclose in writing the names of all immediate family related to immediate family by marriage who serve as employees or elected officials of the Commonwealth. All disclosures made by applicants hired by the Executive Branch under the Governor shall be made available for public inspection to the extent permissible by law by the official with whom such disclosure has been filed. Executive Order 504. Regarding the Security and Confidentiality of Personal Information. For all Contracts involving the Contractor's access to personal information, as defined in G.L. c. 93H and personal data, as defined in G.L. c. 66A owned or controlled by Exece6ve Department agencies, or access to agency systems containing such information or data (herein colledively'personal intonation'), Contractor certifies under the pains and penalties of perjury that the Contractor (1) has read Commonwealth of Massachusetts Executive Order 504 and agrees to protect any and all personal information; and (2) has reviewed all of the Commonwealth Information Technology Division's Security Policies, Notwithstanding any contractual provision to the contrary, in connection with the Contraclots performance under this Contract, for all state agencies in the Executive Department including all executive offices, boards, commissions, agencies, departments, divisions, councils, bureaus, and offices, now existing and hereafter established, the Contractor shall: (1) obtain a copy, review, and comply with the contracting agency's Information Security Program (ISP) and any perfinenl security, guidelines, standards, and policies; (2) comply with all of the Commonwealth of Massachusetts Information Technology Division's 'Security Policies') (3) communicate and enforce the centracling agency's ISP and such Security Policies against all employees (whether such employees are direct or contracted) and subcontractors; (4) implement and maintain any other reasonable appropriate security procedures and practices necessary to protect personal information to which the Contractor is given access by the contracting agency from the unauthorized access, destruction, use, modification, disclosure or loss; (5) be mfionsible for the full or partial breach of any of these terms by its employees (whether such employees are direct or contracted) or subcontractors during or after the term of this Contract, and any breach of these terms may be regarded as a material breach of this Contract; (6) in the event of any unauthorized access, destruction, use, modification, disclosure or loss of the personal information (collectively referred to as the 'unauthorized use7: (a) immediately notify the contracting agency if the Contractor becomes aware of the unauthorized use; (b) provide full cooperation and access to information necessary for the cenimcting agency to determine the scope of the unauthorized use; and (c) provide full cooperation and access to information necessary for the contracting agency and the Contractor to fulfill any notification requirements. Breach of these terms may be regarded as a material breach of this Contract, such that the Commonwealth may exercise any and all contractual fights and remedies, including without limitation indemnification under Section 11 of the Commonwealth's Tens and Conditions, withholding of payments, Contract suspension, or termination. In addition, the Contractor may be subject to applicable statutory or regulatory penalties, including and without limitation, those Imposed pursuant to G.L c. 93H and under G.L. c. 214, 4 3B forviolations under M.G.L c. 66A Executive Orders 523 524 and 526. Executive Order 526 (Order Regarding Non - Discrimination, Diversity, Equal Opportunity and .Affirmative Action which supersedes Executive Order .4781. Executive Order 524 (Establishing the Massachusetts Supplier Diversity Program which supersedes Executive Order 390). Executive Order 523 (Establishing the Massachusetts Small Business Purchasing Program.) All programs, activities, and services provided, performed, licensed, chartered, funded, regulated, or contracted for by the state shall be conducted without unlawful discrimination based on race, color, age, gender, ethnldly, sexual orientation, gender identity or expression, religion, creed, ancestry, national origin, disability, veteran's status (including Vietnam-ara veterans), or background. The Contractor and any subcontractors may not engage in discriminatory employment practices; and the Contractor certifies compliance with applicable federal and stale laws, rules, and regulations governing fair labor and employment practices; and the Contractor commits to purchase supplies and services from certified minority or women -owned businesses, small businesses, or businesses owned by socially or economically disadvantaged persons or persons with disabilities. These provisions shall be enforced through the contracting agency, OSD, and/or the Massadhusets Commission Against Discrimination. Any breach shall be regarded as a material breach of the contract that may subject the contractor to appropriate sanctions. of 4