HomeMy WebLinkAbout20240604110523469COMMONWEALT )F MASSACHUSETTS -STANDARD `NTRACT FORM ,k
This form Is jointly issued and published by the Executive Office forAdminlstrallon 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 official printed language of this form shall be
void. Additional non -conflicting terms may be added by Attachment. Contractors may not require any additional agreements, engagement letters, contract forms orother additional
terms as pad of this Contract without prior Department approval. Click on hypedinks for deffillfiDils, Instructions and legal requirements that are Incorporated by reference Into this
Contract. An electronic copy of (his form Is available at www.mass.00v/oso under Guidance For Vendors . Formq nrwwwmassnnwnsd.radarngnv,..m�
CONTRACTOR LEGAL NAME: MANSFIELD Town of
COMMONWEALTH DEPARTMENT NAME:
(and dlbla):
MMARS Department Coda: Massachusetts Emergency Management Agency
Legal Address: (W9, W4,T&C):6 Park Row, MA, 02040.2433
Business Malilna Address: 400 Worcester Road, Framingham, MA 01702
Contract Manager: Neat Boldrighini
BIIIIna Address (if different):
E-Mall: nboldrighinl@mansfieldma.com
Contract Manager: Lord Gifford
Phone: 508.261.7490
Fax:
&Mail: lord.gifford@state.ma.us
Contractor Vendor Code: VC6000191867
Pho e: 508.820.1407
Fax: 500.820,2030
Vendor Code Address ID (e.g. "A0001"): AD_,
MMARS Doc IDlst: FY16EMPG1500000MANSF
(Note: The Address Id Must be set up for EFT payments.)
RFRIProcurement or Other 10 Number: FFY 2015 EMPG
X NEWCONTRACT
_ CONTRACT AMENDMENT
PROCUREMENT OR EXCEPTION TYPE: (Check one.option only)
Enter Current Contract End Date Priorto Amendment: __, 20_
_ Statewide Contract (OSD or an OSD-designated Department)
Enter Amendment Amount: $ . (or°no change)
Collective Purchase (Attach OSD approval, scope, budget)
AMENDMENT TYPE: (Check one option only. Attach details of Amendment changes.)
X Department Procurement (includes Slate or Federal grants 815 CMR 2 00)
_Amendment to Scope or Budget (Attach updated scope and budget)
(Attach RFR and Response or other procurement supporting documentation)
_Emergency Contract (Attach justification for emergency, scope, budget)
Interim Contract (Attach justification for Interim Contract and updated scopelbudgel)
Contract Employee (Attach Employment Status Form, scope, budget)
—Contract Employee (Attach any updates to scope or budget)
-Legislative/Legal or Other: (Attach authorizing languageljustificafion, scope and
_ LegislativelLegal or Other: (Attach authorizing language/justification and updated
budget)
scope and budget)
The following COMMONWEALTH TERMS AND CONDITIONS (T&C) has been executed, filed with CTR and is incorporated by reference into this Contract.
X Commonwealth Terms and Conditions —Commonwealth Terms and Conditions For Human and Social Services
COMPENSATION: (Check ONE option): The Department certifies that payments for authorized performance accepted In accordance with the terms of this Contract will be supported
In the state accounting system by sufficient appropriations or other non -appropriated funds, subject to Intercept for Commonwealth owed debts under 815 CMR 9.00.
Rate Contract (No Maximum Obligation. Attach details of all rates, units, calculations, conditions or terms and any changes if rates or terms are being amended.)
X Maximum Obligation Contract Enter Total Maximum Obligation for total duration of this Contract (or now Total if Contract is being amended). $ 4,960.00
PROMPT PAYMENT DISCOUNTS (PPD): Commonwealth payments are Issued through EFT 45 days from Invoke receipl. Contractors requesting accelerated payments must
Identify a PPD as follows: Payment Issued within 10 days _% PPD; Payment Issued within 15 days _ % PPD; Payment Issued within 20 days , % PPD; Payment issued within
30 days _"/o PPD. If PPD percentages are tell blank, Identify reason: agree to standard 45 day cycle_ statuloryllegat or Ready Payments (G L c 29 & 23A1; X only Initial
payment subsequent payments scheduled to support standard EFT 45 day payment cycle. See P om t Pa D s ants Polic .
BRIEF DESCRIPTION OF CONTRACT PERFORMANCE or REASON FOR AMENDMENT: (Enter the Contract title, purpose, fiscal year(s) and a detailed description of the scope
of performance or what Is being amended for a Contract Amendment. Attach all supporting documentation and justifications.)
Funding for this grant is provided via Federal Fiscal Year 2015 (FFY15) Emergency Management Performance Grant (EMPG), CFDA #97.042, The Town of Mansfield will
purchase a portable generator, coolingimisting fan, heater and tent divider for their emergency command tent. The required match will be met with documented town's
operating budget expenses.
ANTICIPATED START DATE: (Complete ONE option only) The Department and Contractor certify for this Contract, or Contract Amendment, that Contract obllgaflons:
X 1. may be Incurred as of the Effective Date (latest signature date below) and nQ obligations have been Incurred Prior to the Effective Date.
_ 2. maybe Incurred as of_, 20_, a date LATER than the Effective Date below and no obligations have been Incurred Prior to the Effective Date.
_3. were Incurred as of , 20_ a date PRIOR to the Effective Date below, and the parties agree that payments for any obligations Incurred prior to the Effective Date are
authorized to be made either as settlement payments or as authorized reimbursement payments, and that the details and circumstances of all obligations under this Contract are
attached and Incorporated into this Contract. Acce lance of payments forever releases the Commonwealth from further claims related to these obligations.
CONTRACT END DATE: Contract performance shall terminate as of June 30, 2016, with no new obligations being Incurred after this data unless the Contract Is property amended,
provided that the terms of (his Contract and performance expectations and obligations shall survive Its termination for the purpose of resolving any claim or dispute, for completing
any regulated leans and warranties, to allow any close out or transition performance, reporting, Invoicing or final payments, or during any lapse between amendments.
CERTIFICATIONS: Notwithstanding verbal of other representations by the parties, 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 Contractor Amendment Start Date specified above, subject to any required
approvals. The Contractor makes all certifications required under the attached Conkaclor CedlBCafions (Incorporated by reference If not attached hereto) under the palms and
penalties of perjury, agrees to provide any required documentation upon request to support compliance, and agrees that all terms governing performance of lhls Contract and doing
business In Massachusetts are attached or Incorporated by reference herein according to the following hierarchy of document precedence, the applicable Commonwealth Terms and
Conditions, this Standard Contract Form Including the Instructions and Contractor Certifications, the Request for Response (RFR) or other solicitation, the Contractors Response,
and additional negotiated terms, provided that 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.
AUTHORIZING GN SIGNATURE FORT V
ORTHE CONTRACTOR: AUTHORIZING SIGNATURE FOR THE COMMONWEALTH:
/
X: I".` f /'. /%�Ge>��Date: �l, lam— X:
(Signature and Date Must Be Handwritten At Time of Signature) ' (Signature and Date Must Be Handwritten At Time of Signature)
Print Name: I di �k i e ✓r1 R Ross Print Name: David Mahr
PrInl Title: TOWN (\1Q.r�0_Qe,� .K _ Print Title: Chief Administrative Officer
(Updated 3/2112014) Page 1 of 5
COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
This form is jointly issued and published by the Executive Office for Administration and Finance IANFI, 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 official printed language of this form shall be
void. Additional non -conflicting terms may be added by Attachment. Contractors may not require any additional agreements, engagement letters, contract forms orolher additional
terms as pars of this Contract without prior Department approval. Click on hypedinks for definitions, instructions and legal requirements that are Incorporated by reference into this
Contract. An electronic copy of this form is available at www.mass.govlosc under Guidance For Vendors - Forms or www.mass.govlosd under OSD Forms.
CONTRACTOR LEGAL NAME: MANSFIELD Town of
COMMONWEALTH DEPARTMENT NAME:
(and dibla):
MMARS Department Code: Massachusetts Emergency Management Agency
Legal Address: (1111-9, W-4,T&C): 6 Park Row, MA, 02048.2433
Business Mailing Address: 400 Worcester Road, Framingham, MA 01702
Contract Manager: Neal Boldrighini
Billing Address (if different):
E-Mall: nboidrighini@mansfieldma.com
Contract Manager: Lord Gifford
Phone: 508.261.7490
Fax:
EMa(I: lord.gifford@state.ma.us
Contractor Vendor Code: VC6000191867
Phone: 508.820.1407
Fax: 508.820.2030
Vendor Code Address ID (e.g. "AD001"): AD_
MMARS Doc iD(s1: FY'I6EMPG1500000MANSF
RFR/Procurement or Other ID Number: FFY 2015 EMPG
(Note: The Address Id Must be set up for EFT payments.)
X NEW CONTRACT
_ CONTRACT AMENDMENT
PROCUREMENT OR EXCEPTION TYPE: (Check one option only)
Enter Current Contract End Date Prior to Amendment: _, 20_
_ Statewide Contract (OSD or an OSD-designated Department)
Enter Amendment Amount: $ . (or "no change")
_ Collective Purchase (Attach OSD approval, scope, budget)
AMENDMENT TYPE: (Check one option only. Attach details of Amendment changes.)
X Department Procurement (includes Slate or Federal grants 815 CMR 2,00)
_Amendment to Scope or Budget (Attach updated scope and budget)
(Attach RFR and Response or other procurement supporting documentation)
Interim Contract (Attach Justification for Interim Contract and updated scopelbudgel)
_Emergency Contract (Attach justification for emergency, scope, budget)
—Contract Employee (Attach Employment Status For scope, budget)
_
—Contract Employee (Attach any updates to scope or budget)
_ LegislativelLegal or Other: (Attach authorizing language/justification, scope and
— Legislative/Legal or Other: (Attach authorizing languageljus8firagon and updated
budget)
scope and budget)
The following COMMONWEALTH TERMS AND CONDITIONS (T&C) has been executed, filed with CTR and is incorporated by reference into this Contract.
X Commonwealth Terms and Conditions Commonwealth Terms and Conditions For Human and Social Services
COMPENSATION: (Check ONE option): The Department certifies that payments for authorized performance accepted in accordance with the terms of this Contradwill be supported
in the state accounting system by sufficient appropriations or other non-approprtaled funds, subject to intercept for Commonwealth owed debts under 815 CMR 9.00.
Rate Contract (No Maximum Obligation. Attach details of all rates, units, calculations, conditions or terms and any changes if rates or terms are being amended.)
X Maximum Obligation Contract Enter Total Maximum Obligation for total duration of this Contract (or new Total If Contract is being amended). $ 4,960.00
PROMPT PAYMENT DISCOUNTS fPPD): Commonwealth payments are Issued through EFT 45 days from invoice receipt. Contactors requesting accelerated payments must
identify a PPD as follows: Payment issued within 10 days —% PPD; Payment Issued within 15 days — % PPD; Payment issued within 20 days — % PPD; Payment issued within
30 days —% PPD. If PPD percentages are leg blank, identify reason: —agree to standard 45 day cycle — statutory/legal or Ready Payments (G.L. c. 29, 4 23A); X only initial
payment (subsequent payments scheduled to support standard EFT 45 day payment cycle. See Prompt _Pa Discounts Policy.
BRIEF DESCRIPTION OF CONTRACT PERFORMANCE or REASON FOR AMENDMENT: (Enter the Contract title, purpose, fiscal year(s) and a detailed descnplion of the scope
of performance or what is being amended for a Contract Amendment. Attach all supporting documentation and justifications.)
Funding for this grant is provided via Federal Fiscal Year 2015 (FFY15) Emergency Management Performance Grant (EMPG), CFDA #97.042, The Town of Mansfield will
purchase a portable generator, coolingimisting fan, heater and lent divider for their emergency command tent. The required match will be met with documented town's
operating budget expenses.
ANTICIPATED START DATE: (Complete ONE option only) The Department and Contractor certify for this Contract, or Contract Amendment, that Contract obligations:
X 1. may be Incurred as of the Effective Dale (latest signature date below) and no obligations have been Incurred prior to the Effectve Date.
_ 2. may be Incurred as of _, 20_, a dale LATER than the Effective Date below and no obligations have been incurred prier to the Effective Date.
_3, were incurred as of 20_ , a date PRIOR to the Effective Date below, and the parties agree that payments for any obligations Incurred prior to the Effective Date are
authorized to be made either as settlement payments or as authorized reimbursement payments, and that the details and circumstances of all obligations under this Contact are
attached and incorporated into this Contract. Acceptance of payments forever releases the Commonwealth from further claims related to these obligations.
CONTRACT END DATE: Contract performance shall terminate as of June 30, 2016, with no new obligations being Incurred after this date unless the Contract is property amended,
provided that the terms of this Contract and pedormance expectations and obligations shall survive its termination for the purpose of resolving any claim or dispels, for completing
any negotiated terms and warranties, to allow any dose out or transition performance, reporting, invoicing or final payments, or during any lapse between amendments.
CERTIFICATIONS: Notwithstanding verbal or other representations by the parties, the "Effective Date" of this Contract or Amendment shall be the latest dale that this Contract or
Amendment has been executed by an authorized signatory of the Contractor, (he Department, or a later Contract or Amendment Sled Date specified above, subject to any required
approvals. The Contractor makes all certifications required under the attached Contractor Certifications (incorporated by reference if not attached hereto) under the pains and
Penalties of perjury, 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 according to the following hierarchy of document precedence, the applicable Commonwealth Terms and
Conditions, this Standard Contract Form including the Instructions and Contractor Cedifications, the Request for Response (RFR) or other solicitation, the Contractors Response,
and additional negotiated terms, provided that 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.
AUTHORIZING SIGNATURE FORT E CONTRACTOR: AUTHORIZING SIGNATURE FOR THE COMMONWEALTH:
X: 4 v 'r%/?/ - /�cf« Date: X: Date:
(Signature and Date Must Be Handwritten At Time of Signature) (Signature and Date Must Be Handwritten At Time of Signature)
Print Name: ! O i «irj,m (` � Ross Print Name: David Mahr
Print Title: TOWN Mar\CLgeK Print Title: Chief Administrative Officer
(Updated 3/21/2014) Page 1 of 6
COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
'h E, of
INSTRUCTIONS AND CONTRACTOR CERTIFICATIONS
The following instructions and terms are incorporated by reference and apply to this
Standard Contract Form. Text that appears undefined indicates a "hyperlink" to an Internet
or bookmarked site and are unofficial versions of these documents and Departments and
Contractors should consult with their 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
Contractors 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/b/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 WA Form (Contract Employees only) and the applicable
Commonwealth Terms and Conditions, which must match the legal address on the 10991
table In MMARS (or the Legal Address in HR/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 COMMBUYS, the name of the
Contract Manager must be Included in (he Contract on COMMBUYS.
Contractor E-Mail Address/Phone/Fax: 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 stale accounting system.
Vendor Code Address ID: (e.g., "AD001") The Department must enter the MMARS
Vendor Code 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 Paving and Vendor File and W-9 policies.
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 state accounting system.
Department Business Mailing Address: Enter the address where all formal
correspondence to the Department must be sent. Unless otherwise specified in the
Contract, legal notice sent or received by the Departmenfs Contract Manager (with
confirmation of actual receipl) 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 if 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 listed address, fax number(s) or electronic mall address will
meet any requirements for written 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.
RFR/Procurement or Other ID Number or Name: Enter the Request for Response
(RFR) or other Procurement Reference number, Contract ID Number or other
referencel(racking 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):
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 Slate 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 OSD-designated Department). Check this option for a
Statewide 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 state grants and federal sub grants under 815 CMR 2.00 and Stale Grants and
Federal Suborants Policy, Departmental Master Agreements (MA). 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.
LegislalivelLegal 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 stale finance laws and policies apply. Supporting documentation must
be attached to explain and Justify the exemption.
CONTRACT AMENDMENT (Right Side of Form)
Complete (his 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 Current Contract
being amended, even if this dale has already passed. (Note: Current Start Dale 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, or 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 lake precedence over the relevant terms in the RFR and the
Contractors Response only If made using the process oullined In 801 CMR 21,07,
incorporated herein, provided that any amended RFR or Response terms result in best
value, lower costs, or a more cos( 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.
LegislalivelLegal 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
to explain and Justify the exemption and whether Contractor selection has been publicly
(Updated 3/21/2014) Page 2 of 5
,COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
posted.
COMMONWEALTH TERMS AND CONDITIONS
Identify which Commonwealth Terms 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 if the Contract is a Rate Contract (with no staled Maximum Obligation) or a
Maximum Obligation Contract (with a staled 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 incurring 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 clearly
ourine 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. c. 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 slatutoryfiegal exemption such as Ready Payments (G.L. c. 29, G 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 not a sufficient justification to accelerate cash flow for all payments under a
Contract. Initial grant or contract payments may be 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 [hat does not
provide for a PPO 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 and/or 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 Classificalion Handbook) or to Identify or clarify 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 stating "see attached" or referencing attachments without a narrative description of
performance Is insufficient.
ANTICIPATED START DATE
The Department and Contractor must certify WHEN obligations under this
ContracUAmendmenl may be Incurred. Option 1 Is the default option when performance
may begin as of the Effective Dale (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 years) (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 dale (if a FY is listed). Use Option 2 only when the Contract will be
signed well in advance of the start date and identify a specific future start dale. Do not use
Option 2 for a fiscal year stad unless It is certain that 0e Contract will be signed prior to
fiscal year. Option 3 is used in lieu of the Settlement and Release form when the
ContracUAmendmenl Is signed late, and obligations have already been incurred 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 incurred outside the scope of the Effective Date under any Option
listed, even it 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
payments require juslificalion and must be under same encumbrance and object codes as
the Contract payments. Performance dates are subject to G.L. c.4, & 9.
le
CONTRACT END DATE
The Department must enter the dale 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 solicitation
document (if applicable). No new performance is allowable beyond the end date without
an amendment, but the Department may allow a Contractor to complete minimal close out
performance obligations if substantial performance has been made prior to the termination
dale of the Contract and prior to the end of the fiscal year in which payments are
appropriated, provided that any close out performance is subject to appropriation and
funding limits under slate finance law, and CTR may adjust encumbrances and payments
In the stale accounting system to enable final close out payments. Performance dales are
subject to G.L, c.4. S 9.
CERTIFICATIONS AND EXECUTION
See Department Head Signature Authorization Policy and the Contractor Authorized
Signatory listing for policies on Contractor and Department signatures.
Authorizing Signature for ConlractorlDate: The Authorized Contractor Signatory must
(in their own handwriting and In ink) sign AND enter the date the Contract is signed. See
section above under "Anticipated Contract Start Dale'. Acceptance of payment by the
Contractor shall waive any right of the Contractor to claim the Conlracl/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 if not already on file.
Contractor Name [Title: The Contractor Authorized Signatory's name and file must
appear legibly as it appears on the Contractor Authorized Signatory Listing.
Authorizing Signature For CommonwealthlDate: The Authorized Department Signatory
must (In their own handwdrng and in ink) sign AND enter the date the Contract is signed.
See section above under "Anticipated Start Dale". 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 stale department without specific legislative authorization (unless this Contract is a
Statewide Contract), For Contracts requiring Secretariat signoff, evidence of Secretarial
signor must be included in the Contract file.
Department Name /Title: Enter the Authorized Signalorys name and fire legibly.
CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES
Notwithstanding verbal or other representations by the parties, the "Effective Date" of this
Contract or Amendment shall be the latest dale that this Contract or Amendment has been
executed by an authorized signatory of the Contractor, the Department, or a later Contract
or Amendment Start Date 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 codifies it is 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. II the Contractor Is a business, the
Contractor certifies that it is listed under the Secretary of Slate's websife 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 Contract, in addition to meeting the terms of the Contract, 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 practices 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 disquati ication of a Response or termination of this Contract.
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. i 1. s.12 seven (7) years beginning on the first day after the final payment
(Updated 3121/2014) Page 3 of 5
,COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
under this Contract or such longer period necessary for the resolution of any litigation,
claim, 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 stale 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. c.149. § 44C, G.L. c.149, § 1488 and G.L. a 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 Regulations; Code of Massachusetts Regulations
(unofficial); 801 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 Constitution Article XVill if applicable.
Invoices. The Contractor must submit invoices in accordance with the terms of the
Contract and the Commonwealth Bill Paying 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 30%, in order to make
payment for that performance prior to the close of (he fiscal year to prevent reversion of
appropriated funds. Failure to submit timely invoices by August 15N or other dale listed in
the Contract shall authorize the Department to issue an estimated payment based upon
the Department's determination of performance delivered and accepted. The Contractor's
acceptance of this estimated payment releases the Commonwealth from further claims for
these invoices. If budgetary funds raved due to the Contractor's 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, including 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 oral 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
verity 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 stale Department or
assess late fees, cancel a Contract or other services if amounts are Intercepted or offset
due to recoupmenl 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
lax compliance with Federal tax laws; state tax laws Including but not limited to G.L. c.62C,
G.L. c. 62C s. 49A; compliance with all state tax laws, reporting of employees and
contractors, withholding and remitting of tax withholdings and child support and is in good
standing with respect to all slate (axes and returns due; reporting of employees and
contractors under G.L. c. 62E, withholding and remitting child support including G.L. c.
119A. s. 12; TIR 05-11• 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 prter 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 timely fulfill the terms of this
Contract or Amendment. The Contractor codifies that at any time cluing the period of the
Contract the Contractor is required to affirmatively disclose in writing to the Department
Contract Manager the details of any judgment, criminal conviction, Investigation or litigation
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 learns of during the Contract term. Law firms or Attorneys providing legal
services are required to identify 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 codifies compliance with federal anti -lobbying requirements including 31 USC
1352; 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
Contractor becomes a holder, either as pad of performance or 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. Of for the 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 fITO) 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 Contract, provide further that 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, (he 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. 38.
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 Office of the Attorney General or other Departments as related to
its conduct of business In the Commonwealth; and with its Incorporating stale (or foreign
entity).
Requirements. Contractors that are employers certily compliance with
state and federal employment laws or regulations, Including but not limited to
. 1 (Prevailing Wages for Pdnfing and Distribution of Public Documents); G.L. c.
(Labor Relations); G.L. c. 151
nploymenl and Training); G_L.
(Workers' Compensation); G.L. c.153 (Llabiltly 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 Oppurtunity (EEO) Laws the Americans with
Disabilities Act,; 42 U.S.0 Sec. 12.101, at seq., the Rehabilitation Acl 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
Constitution Article CXIV and G.L. c. 91 s. 103; 47 USC a 5 so. II Pad II s. 255
(Telecommunication Act; Chapter 149, Section 105D, G.L. c. WC, 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 or 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 COMMBUYS subscription process at: www.commbuys.com 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, UOB, U09, U10, U75, U98 object codes In the
Expenditure Classification Handbook or other Contracts as approved by CTR or OSD.
Pursuant to Section It. 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
damages to the Commonwealth as a result of third patty 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
(Updated 3/2112014) Page 4 of 6
,COMMONWEALTH OF MASSACHUSETTS- STANDARD CONTRACT FORM
"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 11 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 (here can be no cap of damages, the limitation
shall be considered waived for that audit engagement. These terms 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 stale agencies, slate
authoritles, the House of Representatives or the stale 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 serious 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 part 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 subcontractors..
EXECUTIVE ORDERS
For 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 Stale Contracts.
For all stale agencies In the Executive Brunch, 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 -Boycott. 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 G 999(b)(31-
(_4), and IRS Audit Guidelines Boycotts) or engages in conduct declared to be unlawful by
G.L. c. 151 E. s. 2. A breach in the warranty, representation, and agreement contained in
this paragraph, without limiting such other rights 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 or
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 (n and this
order, and Includes limitations regarding the hiring of state employees by private
companies contracting with the Commonwealth. A privatization contract shall be deemed
to include a specific prohibllion 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 Contract, the decision to award the Contract, andlor 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 (including 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 glecled 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 Confidentialityof 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
Executive Department agencies, or access to agency systems containing such information
or data (herein collectively 'personal information"), 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
Contractors 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 pertinent 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 contracting
agency's ISP and such Security Policies against all employees (whethersuch 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 responsible
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 lens 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
use"): (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
contracting 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 fulfil any notification requirements. Breach of these lama may be regarded
as a material breach of this Contract, such that the Commonwealth may exercise any and
all contractual rights and remedies, Including without limitation Indemnification under
Section 11 of the Commonwealth's Terms 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 for violations 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 478). 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,
activitles, 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, ethnicity, sexual orientation, gender Identity or expression,
religion, creed, ancestry, national origin, disability, veteran's status (Including Vietnam -era
veterans), or background. The Contractor and any subcontractors may not engage in
discriminatory employment practices; and the Contractor certifies compliance with
applicable federal and state 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
Massachusetts Commfsslon Against Discrimination. Any breach shall be regarded as a
material breach of the contract that may subject the contractor to appropriate sanctions.
(Updated 312112014) Page 6 of 5
MASSACHUSETTS EMERGENCY MANAGEMENT AGENCY
PROJECT MANAGNMENT OFFICE
Special Terms, Conditions, and Reporting Requirements for EMPG, CCP, and
HMEP Sub -Recipients
September 2015
Parties
The "Contractor" or "Sub -recipient" is an eligible public or private not -for -profit entity that has
submitted an application for grant funding to the Massachusetts Emergency Management Agency
(MEMA) and has received an approved award. The sub -recipient must be represented by a duly
authorized official(s) of the Contractor whose signature(s), authorization(s), and/or
certification(s) legally represent and bind the Contractor. The Commonwealth of Massachusetts,
acting through the Massachusetts Emergency Management Agency ("Department"), is
responsible for administering this grant program.
Agreement
The Sub -recipient and Department will execute a State Standard Grant Contract through
which the subrecipient agrees to perform all activities as described in the attached
application within the budget, dates of service, and other conditions set forth below. The
Department agrees to reimburse the Sub -recipient for all allowable costs incurred and to
provide technical assistance and support required to cant' out the purposes of the grant.
Terms and Conditions
l . Emergency Management Performance Grant (EMPG) and Citizen Corps Program
(CCP) sub -recipients agree to adhere to all policies and guidance documents set by the
U.S. Department of Homeland Security -Federal Emergency Management Agency
(DHS/FEMA) and the Massachusetts Emergency Management Agency (MEMA)
regarding use of the U.S. DHS-FEMA federal homeland security funding.
2. Hazardous Material Emergency Preparedness (HMEP) sub -recipients agree to
adhere to all policies and guidance documents set by the U.S. Department of
Transportation — Pipeline and Hazardous Materials Safety Administration
(DOT/PHMSA) and MEMA regarding use of the U.S. DOT-PHMSA funding.
3. Any substantive adjustment to a sub -recipient's scope of work or budget must be
reviewed and approved by MEMA prior to expenditure. A contract amendment may be
required prior to performance under an adjusted scope of work. Work or expenditures
made outside an approved scope of work or budget may not be reimbursed.
4. Sub -recipients agree to be compliant with the National Incident Management System
(NIMS).
S. Sub -recipients agree to comply with the following:
• 2 CFR Part 200: Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards
• 815 CMR 2.00: State Grants, Federal Grant Awards, Federal Subgrants,
and Federal Subsidies
6. Federal Funding Accounting and Transparency Act (FFATA). FEMA federal funds
are subject to the Federal Funding Accounting and Transparency Act (FFATA). Sub -
recipient agrees to abide by FFATA regulations and to submit the attached FFATA form
along with its contract package for all contracts in excess of $25,000.
2 CFR 200 Subpart F Audit Reports, Subpart F Form. (Replaces former A-133
Requirements). Per Office of Management and Budget (OMB) regulations, sub -recipient
may be subject to Subpart F audit requirements. Sub -recipient agrees to submit a copy of
any Subpart F audits reports as required by Subpart F. Sub -recipient further agrees to
notify MEMA of any Subpart F audit findings related to any federally funded activities.
Sub -contractor acknowledges that a Corrective Action Plan may be required by MEMA
for related findings prior to execution of contracts or issuance of payments. Sub -recipient
agrees to abide by OMB regulations and to submit the attached Subpart F
acknowledgement form as part of this contract package.
8. Sub -recipient Risk Assessment and Monitoring. (Replaces former A-133 Monitoring
Form). Per 2 CFR 200.331, prior to awarding of this contract, the sub -recipient must
provide to the Department the attached Sub -recipient Risk Assessment Questionnaire and
Response form. Sub -recipient further agrees to monitoring by the Department as a result
of its assessment of the sub -recipient's risk for non-compliance.
9. Internal Controls. Per 2 CFR 200.303, sub -recipients must maintain and implement
effective internal controls that provide reasonable assurance that federal funds are
managed in compliance with all statutes, regulations, and terms and conditions.
Per 2 CFR 200.430 (Compensation), internal controls must cover payroll charges to
federal awards such that payroll charges are documented as accurate, allowable, and
allocable, are reflected in the official records of the sub -recipient, reasonably reflect the
total activity for each employee (federal and non-federal), and comply with all
accounting policies and practices of the sub -recipient.
10. Procurement. Sub -recipient must conduct all procurements in compliance with 2 CFR
200.318-326. Specific policies, procedures, and/or standards must be in place that meet
or exceed these requirements at the time of procurement. Costs incurred which are
otherwise appropriate and reasonable, but which were procured in violation of federal
procurement requirements may result in disallowed costs or repayments (See Sub -
recipient Non-compliance).
11, Procurement Contract provisions. Contracts utilized by sub -recipients for goods and
services must contain the applicable provisions described in 2 CFR 200 Appendix II and
attached hereto.
12. Disclosures. Per 2 CFR 200.112, the sub -recipient must disclose in writing any potential
conflicts of interest to the Department.
13. Per 2 CFR 200. 113, the sub -recipient must disclose in writing all violations of federal
criminal law involving fraud, bribery, or gratuity violations potentially effecting the
federal award.
14. Sub -recipients understand and agree that it cannot use any federal funds, either directly or
indirectly, in support of the enactment, repeal, modification or adoption of any law,
regulation or policy, at any level of government without the express prior written
approval of U.S. DHS FEMA and/or U.S. DOT PHMSA.
15. Press. Sub -recipient agrees to proactively notify MEMA of any interactions or planned
media outreach regarding activities funded under this grant program.
16. Release of Information. All records, papers and other documents of any kind related to
the funded activity in any manner and kept by sub -recipients of these funds shall be made
promptly available upon request to any person authorized by MEMA for inspection and
copying.
17. Application of Special Conditions to Sub -Recipient Grantees: If a sub -recipient
proposes to engage in sub -granting activities, it shall ensure its sub -grantees adhere to all
applicable DHS/FEMA, U.S. DOT, and MEMA special conditions.
18. Reporting. Sub -recipients agree to submit timely and accurate Close -Out and Match
Reports as needed and directed. Failure to comply with this condition may result in the
withholding of sub -recipient funds until the delinquent report is received.
19. Contractor/Consultant Rates. Compensation for individual consultant services is to be
reasonable and consistent with the amount paid for similar services in the market place.
Consideration can be given to compensation, including fringe benefits, for those
individuals whose employers do not provide the same. Time and effort reports are
required for consultants.
20, Copyright/Licenses. The sub -recipient acknowledges that MEMA, DHS, and DOT
reserve a royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or
otherwise use, and authorize others to use, for federal or state purposes: (1) the copyright
in any work developed under an award or sub -award; and (2) and rights of copyright to
which a sub -recipient or sub -grantee purchases ownership with Federal support.
21. Acknowledgement in Published Materials. EMPG and CCP sub -recipients agree
that any publication (e.g., written, visual, or sound) it or its contractors issue describing
programs or projects funded in whole or in part with federal funds, contain the following
statement:
"This document was prepared under a grant from FEMA's Grant Programs Directorate,
U.S. Department of Homeland Security. Points of view or opinions expressed in this
document are those of the authors and do not necessarily represent the official position or
policies of FEMA's Grant Programs Directorate or the U.S. Department of Homeland
Security."
22. Acknowledgement in Published Materials. HMEP sub -recipients agree that any
publication (e.g., written, visual, or sound) it or its contractors issue describing programs
or projects funded in whole or in part with federal funds, contain the following statement:
"This document was prepared under a grant from U.S. DOT PHMSA. Points of view or
opinions expressed in this document are those of the authors and do not necessarily
represent the official position or policies of the U.S. DOT PHMSA."
23. Disposal and sale of equipment purchased via DHS funds. Any proposed sale and/or
disposal must adhere to current MEMA policy.
24. User Fees. Any proposed `user fees' related to equipment, items, services, etc acquired
via DHS funding must be pre -approved by MEMA.
25. Environmental Planning and Historic Preservation (EHP). EMPG and CCP sub -
recipients shall not undertake any project having the potential to impact Environmental
or Historical Preservation (EHP) resources without the prior approval of FEMA, which is
done through MEMA.
26. Equipment acquired with grant funds. MEMA requires that equipment acquired with
federal grant funds be tracked and tagged per current MEMA policy.
27. Reporting of violations (fraud, waste, and abuse). It is the responsibility of all grant
sub -recipients and their respective agency personnel, grantees, and contractors under
grants, to report to MEMA any alleged violations, serious irregularities, sensitive issues,
or overt or covert acts that would use public funds or perform program or administrative
requirements in a manner not consistent with grantor agency statutes, related laws and
regulations, appropriate guidelines, or purposes or objectives of the grant.
28. Internet Access. Sub -recipients must have Internet access.
29. Email addresses. Sub -recipient project directors of grant programs must have individual
email addresses.
30. Sub -recipient Non-compliance. Contractor, as sub -recipient, is subject to the federal
and state regulations and related requirements set forth herein. Contractor non-
compliance may result in an audit finding and subsequent repayment of funds to the
Federal Government. Approval of a project, project costs, contract or payment by either
FEMA or MEMA does not exempt the Contractor from requirements to repay funds.
Should a state, federal, or local audit reveal that actions taken by the Contractor as sub -
recipient, or any of its contractors, regardless of previous approval by either FEMA or
MEMA, do not comply with policies, laws, or regulations, the Contractor agrees to repay
the required amounts in the manner and timeframe determined by FEMA and/or MEMA.
Repayments not made as expected will be considered debts and addressed under the
Commonwealth's Debt Collection and Intercept policy (815 CMR 9.00).
31. Monitoring. Sub -recipients agree to cooperate with MEMA monitoring and site visits.
32. Records Retention. The Contractor shall retain all related records for a minimum of six
years from the date of the Close -Out Report Submission. In cases of similar requirements
at two or more levels, the more stringent of the requirements must be followed.
33. FEMA Required assurances. All sub -recipients must review and sign the attached
Summary Sheet for Required Assurances and any associated assurances required.
34. Certifications (200.415). To assure that expenditures are proper and in accordance with
the terms and conditions of the Federal award and approved project budgets, the annual
and final fiscal reports or vouchers requesting payment under the agreements must
include a certification, signed by an official who is authorized to legally bind the non -
Federal entity, which reads as follows: `By signing this repot, I certify to the best of my
knowledge and belief that the report is true, complete, and accurate, and the expenditures,
disbursements and cash receipts are for the purposes and objectives set forth in the terms
and conditions of the Federal award. I am aware that any false, fictitious, or fraudulent
information, or the omission of any material fact, may subject me to criminal, civil or
administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code
Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812)."
Non-profit organizations must certify as appropriate that they did not meet the definition
of a major corporation as defined in 2 CFR 200,414 Indirect (F&A) costs, paragraph (a).
35. Prior to acceptance of these terms and conditions, Contractor must evaluate its
policies, procedures, and management systems for risk of non-compliance with any of the
above terms and conditions, inclusive of all requirements of FEMA and 2 CFR 200. Any
identified areas of risk must be brought to the attention of MEMA prior to the execution
of the contract in order to determine and implement the appropriate remedy.
36. By signing below, the Contractor certifies that it understands all obligations and has in
place or will implement policies and procedures that meet or exceed the standards and
requirements above. Acceptance of payment for the activities under this agreement
indicates that all actions taken by the sub recipient for the purposes of this grant program
were done so in compliance with all grant requirements and all applicable laws and
regulations, including the certification statement above.
Signature of Authorized Signatory
WILLIAM R. ROSS
Printed Name
%12 -/C/5
Date
TOWN MANAGER
Title
COMMONWEALTH OF MASSACHUSETTS
CONTRACTOR AUTHORIZED SIGNATORY LISTING
CONTRACTOR LEGAL NAME:
CONTRACTOR VENDOWCUSTOMER CODE:
INSTRUCTIONS: Any Contractor (other than a sole -proprietor or an individual contractor) must provide a
listing of individuals who are authorized as legal representatives of the Contractor who can sign contracts and
other legally binding documents related to the contract on the Contractor's behalf. In addition to this listing, any
state department may require additional proof of authority to sign contracts on behalf of the Contractor, or proof
of authenticity of signature (a notarized signature that the Department can use to verify that the signature and
date that appear on the Contract or other legal document was actually made by the Contractor's authorized
signatory, and not by a representative, designee or other individual.)
NOTICE: Acceptance of any payment under a Contract or Grant shall operate as a waiver of any defense by
the Contractor challenging the existence of a valid Contract due to an alleged lack of actual authorio) to
execute the document by the signatory.
For privacy purposes DO NOT ATTACH any documentation containing personal information, such as bank
account numbers, social security numbers, driver's licenses, home addresses, social security cards or any other
personally identifiable information that you do not want released as part of a public record. The Commonwealth
reserves the right to publish the names and titles of authorized signatories of contractors.
AUTHORIZED SIGNATORY NAME
TITLE
WILLIAM R. ROSS
TOWN MANAGER
I certify that I am the President, Chief Executive Officer, Chief Fiscal Officer, Corporate Clerk or Legal Counsel
for the Contractor and as an authorized officer of the Contractor I certify that the names of the individuals
identified on this listing are current as of the date of execution below and that these individuals are authorized to
sign contracts and other legally binding documents related to contracts with the Commonwealth of
Massachusetts on behalf of the Contractor. I understand and agree that the Contractor has a duty to ensure that
this listing is immediately updated and communicated to any state department with which the Contractor does
business whenever the authorized signatories above retire, are otherwise terminated from the Contractor's
employ, have their responsibilities changed resulting in their no longer being authorized to sign contracts with
the Commonwealth or whenever new signatories are designated.
Date:
Title: `�e�'W'7� Telephone:
Fax: ��iD Jv�lG�'�L��J�� Email: `i�lic/S� �IA�ISI��E'��/f�c•
Signature /
[Listing can not be accepted without all of this information completed.]
A copy of this listing must be attached to the "record copy" of a contract filed with the department.
Issued May
COMMONWEALTH OF MASSACHUSETTS 2004
CONTRACTOR AUTHORIZED SIGNATORY LISTING
CONTRACTOR LEGAL NAME:
CONTRACTOR VENDOR/CUSTOMER CODE: US
PROOF OF AUTHENTICATION OF SIGNATURE
This page is optional and is available for a department to authenticate contract signatures.
It is recommended that Departments obtain authentication of signature for the signatory
who submits the Contractor Authorized Listing.
This Section MUST be completed by the Contractor Authorized Signatory in presence of notary.
Signatory's full legal name (print or type): WILLIAM R. ROSS
Title: TOWN MANAGER
Signature as it will appear on contract or other document (Complete only in presence of notary):
AUTHENTICATED BY NOTARY OR CORPORATE CLERIC (PICK ONLY ONE) AS FOLLOWS:
I, �&& C 1 (I M t. d_ 56J 101,1— (NOTARY) as a notary public certify that I witnessed
the signature o t a oremention d signatory above and I verified the individual's identity on this date:
'20_S-,P.PLES
{ AP,IifANNE E.
51 —I l l Notary Public
My commission expires on: * < EALTH OF MASSACHUSEFfS
��COMhO`N"1
My C°mmt9'2o 9i�99� NO RY SEAL
May
1, (CORPORATE CLERK) certify that I witnessed the
signature of the aforementioned signatory above, that I verified the individual's identity and confirm the individual's
authority as an authorized signatory for the Contractor on this date:
20
AFFIX CORPORATE SEAL
MEMA Subrecipient Pre -Award Risk Assessment Questionnaire
Subrecipient Name: TOUDY1 U� `Tg11��1C' (C� �)11,4A
(includes all departments, divisions, or units within the Municipality or Not -for -Profit receiving federal grant funds)
Per 2 CFR 200.331 section (b), MEMA is required to "evaluate each subrecipient's risk of non-compliance
with Federal statutes, regulations, and the terms and conditions of the subaward for purposes of
determining the appropriate subrecipient monitoring." Please provide the information requested below
with your signed contract package. MEMA may be required to follow up with you regarding your
responses to discuss monitoring requirements.
200.331(b)(1): Has Subrecipient been the direct recipient or a subrecipient of MEMA-issued federal
funds within the last two fiscal years:
Yes �f No ❑
(if yes, please complete corresponding section on next page)
200.331(b)(2): Was Subrecipient required (OMB A-133 or 2 CFR 200 Subpart F) to have an audit of
Federal Funds performed in the two most recently closed fiscal years?
Yes
No ❑
Does Subrecipient have any findings or questioned costs related to MEMA federal grants administration
in the last two most recently closed fiscal year Audits?
Yes ❑ No
(if yes, please complete corresponding section on next page)
200.331(b)(3): Has Subrecipient employed new personnel or implemented new or substantially
changed systems related to Federal Grant Management in the last calendar year
Yes ❑ No V
(if yes, please complete corresponding section on next page)
200.331(b)(4): Has Subrecipient been monitored by any Federal Agency as a direct recipient of Federal
Funding in the last two fiscal years.
Yes ❑ No LJ
(if yes, please complete corresponding section on next page)
Under pains and penalties of perjury, the authorized signatory for this contracts attests to the
accuracy of the abovenresnes and corresponding information attached:Signature DA,1� Date
Printed Name VO1lt') I 9fa'11l r'Ju� Title r_nin) p `N,�,C jby
MEMA Sub -recipient Pre -Award Risk Assessment Questionnaire
Response Form
200.331(b)(1): Please list below (or attach) all MEMA federal awards received as a direct recipient or
subrecipient in the last two fiscal years:
Federal Award Name Purpose Amount Start Date End Date
RT q�,,� cE�r 271S9:33 `tl14q 613o()s
200.331(b)(2): Please list below (or attach) the results of any A-133 or Subpart F audits for the last two
fiscal years of subrecipient:
Grant Audited Finding Date Finding Description
MEMA will send a letter to subrecipient seeking additional details on the above finding(s), requesting subrecipient
response and Corrective Action Plan, and setting a schedule for MEMA to issue a Management Decision.
Additional monitoring and follow up may take place prior to or after MEMA's decision has been issued. Failure to
implement corrective action plans could result in a loss of funds administered by the Massachusetts Emergency
Management Agency.
200.331(b)(3): Please describe any new systems or staffing that may impact federal grant award
administration:
200.331(b)(4): Please describe (or attach) the results of federal monitoring received within the last two
fiscal years.
On Completina the Contractor Authorized Signatory List (CASL)_ Document:
The person signing the contract must be authorized by the entity receiving the grant to sign
contracts.
The CASL document is the form used for this authorization
This two -page form must be completed by MEMA sub -recipients (the "Contractor") in order to
process your contract; both pages must be completed - the second page must be notarized.
The Contractor (i.e., the entity receiving this grant - Municipality, Tribe, etc) must provide a
listing of individual(s) who are authorized as legal representatives of the Contractor who can
sign contracts and other legally binding documents related to the contract on the Contractor's
behalf.
The person signing the contract must be listed in the table on page 1 of the CASL. In addition,
this person must provide a notarized specimen of their signature on page 2 of the CASL.
The individual who authorizes the above -referenced individual(s) must be either a Mayor, Town
Manager, President, CEO, CFO, Corporate Clerk, or Legal Counsel for the entity receiving the
contract. This authorizing individual would provide their: signature, date, and requested contact
information on page 1 of the CASL
The authorizing individual — unless they are the Mayor Town Manager President, CEO, CFO,
Corporate Clerk or Legal Counsel - cannot authorize himself/herself to sign the contract.
MEMA must have the completed and original copy of the CASL in order to process contracts