HomeMy WebLinkAbout20240605074956242`WARD CONTRACT FORM
This form is Issued and publisher :ration (MassDOT or Department). Any changes to the official printed language of this form shall be
vold. Additional non-con0lcOng 6 J0 H 0 5v fA00i(VW- 'nay not require any additional agreements, engagement letters, contract forms or other additional
temp as pad of this Contract will A ks for definitions, instructions and legal requirements that are Incorporated by reference into this
Contrail am.,ia Al
CONTRACTOR LEGAL NAME �69,�92
DEPARTMENT NAME: Massachusetts Department of Transportation
(and d/bla):'R. C; l y,/7
8
MMARS Department Code: DOT
Business Mailinn Address: 10 Park Plaza, Room 6260, Boston, MA02116
Legal Address: M 9,111 T&
Billing Address (if different):
Contract Manager. Richard A
E-Mail: ralves@mansfleldma.com
Contract Manager: Laurel Senger
Phone: 508-261.7377
Fax: 608-261.7425
E•Mail: Laurel.senger@dot.state.ma.us
Contractor Vendor Code: VC6000191867
Phone: 857-368.999
Fax:
Vendor Code Address ID (e.g. "AD001"): AD 001
MMARS Doc ID(s): CT DOT 64331NTF 0OX02017 A O099525
RFRIProcurement or Other ID Number: 00 99525
(Note: The Address Id Must beset up for EFT payments.)
_ NEWCONTRACT
X CONTRACT AMENDMENT
PROCUREMENT OR EXCEPTION TYPE: (Check one option only)
Enter Current Contract End Date Prorto Amendment June 30 .20 17.
_Statewide Contract (OSDoranOW-designatedDepartment)
Enter Amendment Amount:$ "nochantle" .(or'nochange')
Collective Purchase (Attach OSD approval, scope, budget)
AMENDMENT TYPE: (Check one option only. Attach details of Amendment changes.)
—Department Procurement (includes State or Federal grants 816 CMR 2.00)
X Amendment to Scope or Budget (Attach updated scope and budget)
(Attach RFR and Response or other procurement supporting documentation)
—Emergency Contract(Attach justifiicationforemergency,scope. budget)
—Contract Employee (Attach Employment Status Form, scope, budget)
_InterimContract(AttachjustificationforInterimContractandupdatedscepe/budget)
-ContractEmplovee(Attach any updates toscope orbudget)
- LegislativellegaiorOther:(Attachauthorizinglanguageffustificallon,scopeand
— LegislativellegalorOther.(Attachauthorizinglanguagerustificationcundupdated
budget)
I scope and budget)
The following MassDOT TERMS AND CONDITIONS (T&C) has been executed, filed with CTR and is Incorporated by reference into this Contract.
X MassDOT Terms and Conditions
COMPENSATION: (Check ONE option): The Department ceNfies that payments for authorized performance accepted in accordance with the terms of this Contractwili be supported
In the state aocounting system by sufficient appropriations or other non -appropriated funds, subject to intercept for MassDOT/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 Oblluation Contract Enter Total Maximum Obligation for total duration of this Contract (or newTotal 9 Contract is being amended).$34,099.31
PROMPT PAYMENT DISCOUNTS (PPD): Commonwealth payments are Issued through EFT 45 days from invoice receipt Contractors requesting accelerated payments must
Identify a PPD as follows: Payment Issued within 10 days —"/o PPD; Payment Issued within 15 days _ % PPD; Payment Issued within 20 days — % PPD; Payment issued within
30 days _10 PPD. If PPD percentages are left blank, identify reason: _agree to standard 45 day cycle — slatutoryflegal or Ready Payments .(G.L. a 29 & 23A); X only initial
a ment (subsequent payments scheduled to support standard EFT 45 day payment cycle. See Prompt Pay Discounts Policy.)
BRIEF DESCRIPTION OF CONTRACT PERFORMANCE or REASON FOR AMENDMENT: (Enter the Contract this, purpose, fiscal year(s) and a detailed description of the scope
of performance orwhat is being amended for a Contract Amendment. Attach all supporting documentation and justifications.) .) The six month extension of time Is needed to
corn letethedevelo mentoftheTownofMansfleldCom IeleStreetsPriorttizationPian ler2.
ANTICIPATED START DATE: (Complete ONE option only) The Department and ContractorcedifyforthisContractorContrectAmendment,thatContractobligations:
_X_ 1. may be incurred as of the Effective Date (latest signature date below) and a2 obligations have been incurred odor to the Effective Date.
_ 2. maybe Incurred as of. 20—., a date LATER than the Effective Date below and tiltobligations have been incurred gd%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 ether 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 Contrail Aocetance of payments forever releases the Commonwealth and MassDOT from furtherclaims related to these obligations,
CONTRACT END DATE: Contract performance shall terminate as of December 30 .20 17 , with no new obligations being Incurred after this date unless the Contract Is
property amended, provided that the terms of this Contract and performance expectations and obligations shall survive its termination for the purpose of resolving any claim or
dispute, for completing any negotiated terms and warranties, to allow any close 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 Dale" of this Contractor Amendment shall be the latest date that this Contractor
Amendment has been executed by an authorized signatory of the Contractor, the Department or a later Contract or Amendment Start Date specified above, subject to any required
approvals. The Contractor makes all certifications required under the attached Contractor Cenificatons (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 MassDOT Terms and Conditions
htt :IllransneUdocslComA IMassDOTTermsandConditions.doc, this Standard Contract Forth 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 SIG TURE FOR THE CONTRACTOR: AUTHORIZING SIGNATURE FOR MassDOT:
x: ACI" o Date: X: .Date:
(Signature and BMus aHan written TlmeofSignature) (Signature and Date Must Be Handwritten At Time of Signature)
Print Name: /'1 h Y Print Name:
Print Title: ' ) "'- V'" Print Title:
(Updated 3/2112014) Page 1 of 6
MASSDOT 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 underhand indicates a'hyperink' to an Internet
or bookmarked site and are unofficial versions of these documents and Departments and
Contactors 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
Contractor's business as it appears on the Contractor's W=9 or W4 Form (Contract
Employees only) and the MassDOT 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 W-4 Form (Contract Employees only) and the MassDOT Terms
and Conditions, which must match the legal address on the 10991 table In MMARS (or the
Legal Address in HRICMS 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 Personner 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 the Contract on COMMBUYS.
Contractor E-Mail AddresslPhonelFax: Enter the electronic mall (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 Contactor, as part of contract execution, that
the legal name, address and Federal Tax Identification Number (TIN) in the Contract
documents match the state accounting system.
Vendor Code Address ID: (e.g., "AD00l') 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 Paying 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 Departments Contact Manager (with
confirmation of actual receipt) through the listed address, fax number(s) or electronic mail
address for the Contact Manager will meetany 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 (Dial: 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 Respons
(Updated 3/21/2
e
MASSDOT STANDARD
CONTRACT FORM x
posted.
CONTRACT END DATE
MASSDOT TERMS AND CONDITIONS
The Department must enter the date that Contract performance will terminate. If the
The MassDOT Terms and Conditions has been executed by the Contractor and Is
Incorporated by reference Into this Contract. This Form is signed only once and recorded
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
on the Vendor Customer File(VCUST). See Vendor File -and W-9s Policy,
but not longer than the period of procurement listed in the RFR, or other solicitation
document (rf applicable). No new performance is allowable beyond the end date without
COMPENSATION
an amendment but the Department may allow a Contractor to complete minimal dose out
Identify if the Contract is a Rate Contract (with no stated Maximum Obligation) or a
performance obligations if substantial performance has been made prior to the termination
Maximum Obligation Contract (with a stated Maximum Obligation) and Identify the
date of the Contend and prior to the end of the fiscal year in which payments are
Maximum Obligation. If the Contract is being amended, enter the new Maximum
appropriated, provided that any dose out performance is subject to appropriation and
Obligation based upon the increase or decreasing Amendment The Total Maximum
funding limits under state finance law, and CTR may adjust encumbrances and payments
Obligation must reflect the total funding for the dates of service under the contract,
in the state accounting system to enable final dose out payments. Performance dates are
Including the Amendment amount if the Contract is being amended. The Maximum
subject toG.L,c.4 &9.
Obligation must match the MMARS encumbrance. Funding and allotments must be
CERTIFICATIONS AND EXECUTION
verified as available and encumbered prior to Incurring obligations. If a Contend includes
both a Maximum Obligation component and Rate Contract component check off both,
See Department Head Signature Authorization Policy and the Contractor Authorized
specific Maximum Obligation amounts or amended amounts and Attachments must dearly
Sigignatory Listing for policies on Contractor and Department signatures.
Outline the Contract breakdown to match the encumbrance.
Authorizing Signature for ContractorlDate: The Authorized Contractor Signatory must
PAYMENTS AND PROMPT PAY DISCOUNTS
(in their own handwriting and in Ink) sign AND enter the date the Contend is signed. See
section above under "Anticipated Contract StartDale'. Acceptance payment by the
Payments are processed within a 45 day payment de through EFT in accordance with
Y P Y cycle 9
A
Contractor shall waive any right of the Contractor to claim the ContractrAmendment is not
the Commonwealth Bill Paving Policy for Investment and cash flow purposes.
valid and the Contractor may not void the Contract Rubber stamps, typed or other
Departments may NOT negotiate accelerated payments and Payees are NOT entitled to
Images are not acceptable. Proof of Contractor signature authorization on a Contractor
accelerated payments UNLESS a prompt payment discount (PPD) is provided to support
Authorized Signatory Listing may be required by the Department ff not already on file.
the Commonwealth's and MassDOT's loss of investment earnings for this eadier payment
Contractor Name [Title: The Contractor Authorized Signatory's name and this must
or unless a payments is legally mandated to be made In less than 45 days (e.g.,
appear legibly ash appears on the Contractor Authorized Signatory Listing.
construction contracts, Ready Payments under G L a 29 s, 23A). See Prompt Pav
Discounts Policy. PPD are Identified as a percentage discount whch will be automatically
Si For De artmenUDale; The Authorized Department Signatory
Authorizing Signature P
deducted when an accelerated payment Is made. Reduced contracts rates may not be
must (in their own handwriting and In Ink) sign AND enter the date the. Contract Is signed.
See section above under 'Anticipated Start Date'. Rubber stamps, typed or other
negotiated to replace a PPD. If PPD fields are left blank please Identify that the Contractor
agrees to the standard 45 day cycle; a statutory/legal exemption such as Ready Payments
Images are not accepted. The Authorized Signatory must be an employee within the
P.L. c. 29 & 23A); or only an Initial accelerated payment for reimbursements or start up
Department legally responsible for the Contract See Department Head SIrnalure
Authorization. The Department must have the legislative funding appropriated for all the
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
costs of this Contract or funding allocated under an approved Interdepartmental Service
all payments under a Contract Initial grant or contract payments may be accelerated for
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
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
Statewide Contract). For Contracts requiring Secretariat still evidence of Secretariat
day EFT payment cycle in accordance with the Bill Paying Policy. Any accelerated
signoff must be Included In the Contract file.
payment that does not provide for a PPD must have a legal justification in Contract file for
Department Name [Title: Enter the Authorized Signatory's name and life legibly.
audit purposes explaining why accelerated payments were allowable without a PPD.
CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES
BRIEF DESCRIPTION OF CONTRACT PERFORMANCE
Notwithstanding verbal or other representations by the parties. the "Effective Date" of this
Enter a brief description of the Contract performance, project name andfor other IdanfltyIng
Contractor Amendment shall be the latest date that this Contract orAmendment has been
executed by an authorized signatory of the Contractor, the Department or a later Contract
Information for the Contract to specifically Identify the Contract performance, match the
Contract with attachments, determine the appropriate expenditure code (as listed In the
or Amendment Start Date specified, subject to any required approvals. The Contractor
Expenditure Classification Handbook) or to Identify or clarify Important Information related
"FY2012'
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
to the Contract such as the Fiscal Year(s) of performance (ex. or'FY2012.14').
Identify settlements or other exceptions and attach more detailed justification and
compliance, and agrees that all terms governing performance of this Contract and doing
supporting documents. Enter'Mulfl-Department Use' if other Departments can access
business in Massachusetts are attached or incorporated by reference herein:
procurement For Amendments, Identify the purpose and what Items are being amended.
MassDOT and Contractor Ownership Rights. The Contractor certifies and agrees that
Merely staling 'see attached' or referencing attachments without a narrative description of
MassDOT is entitled to ownership and possession of all 'deliverables" purchased or
performance is insufficient
developed with Contract funds. A Department may not relinquish rights to deliverables nor
ANTICIPATED START DATE
may Contractors sell products developed with MassDOT resources without just
compensation. The Contract should detail all MassDOT deliverables and ownership rights
The Department and Contractor must certify WHEN obligations under this
and any Contractor proprietary rights.
ContractrAmendment may be Incurred. Option 1 is the default option when performance
Qualifications. The Contractor certifies it is qualified and shall at all times remain qualified
may begin as of the Effective Date (latest signature date and any required approvals). If
to perform this Contend; that performance shall be timely and meet or exceed Industry
the parties want a new Contract or renewal to begin as of the upcoming fiscal year then list
standards for the performance required, including obtaining requisite licenses,
the fiscal year(s) (ex. 'FY2012" or "FY2012-14') In the Brief Description section,
registrations, permits, resources for performance, and sufficient professional, liability; and
Performance starts and encumbrances reflect the default Effective Dale (if no FY Is listed)
other appropriate Insurance to cover the performance. If the Contractor is a business, the
or the later FY start data (if a FY Is listed). Use Option 2 only when the Contract will be
Contractor certifies that It Is listed under the Secretary of State's website as licensed to do
signed well In advance of the start dale and Identify a specific future start date. Do not use
business In Massachusetts, as required by law.
Option 2 for a fiscal year start unless it is certain that the Contract will be signed prior to
fiscal Option 3 is used In lieu of the Settlement and Release Form when the
Business Ethics and Fraud, Waste and Abuse Prevention. The ContractorceNfies that
year.
ContractAmendment is signed late, and obligations have already been Incurred by the
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
Contractor prior to the Effective Date for which the Department has either requested,
accepted or deemed legally eligible for reimbursement and the Contract includes
funding and resources topreventfraud,wasteandabuse.
supporting documents justifying the performance or proof of eligibility, and approximate
Collusion. The Contractor certifies that this Contract has been offered In good faith and
costs. Any obligations incurred outside the scope of the Effective Date under any Option
without collusion, fraud or unfair trade practices with any other person, that any actions to
listed, even if the Incorrect Option Is selected, shall be automatically deemed a settlement
avoid or frustrate fair and open competition are prohibited by law, and shall be grounds for
included under the terms of the Contract and upon payment to the Contractor will release
rejection or disqualification of a Response or termination of this Contract.
the Commonwealth and MassDOT from further obligations for the identified performance.
Public Records and Access The Contractor shall provide full access to records related to
All settlement payments require justification and must be under same encumbrance and
performance and compliance to the Department and officials listed under Executive Order
object codes as the Contract payments. Performance dates are subject to G.L. c.4 9.
195 and G.L. c. 11, s.12 seven V) years beginning on the first day after the final payment
(Updated 3/21/2014) Page 3 of 5
i
MASSDOT STANDARD CONTRACT FORM
under this Contract or such longer period necessary for the resolution of any I-d Iation, services are required to identify any potential conflict with representation of any I
Contractor Department client in accordance with Massachusetts Board of Bar Overseers (BBO) miss.
claim, negotiation, audit or other inquiry Involving this Contract Access to view
records related to any breach or allegation of fraud, waste and/or abuse may not be denied
Federal Anti -Lobbying and Other Federal Requirements. If receiving federal funds, the
and Contractor can not claim confidentiality or trade secret protections sotely for viewing
Contractor certifies compliance with federal anti -lobbying requirements including 31 USC
but not retaining documents. Routine Contract performance compliance reports or
1352; other federal requirements; Executive Order 11246; Air Pollution Act; Federal Water
documents related to any alleged breach or allegation of noncompliance, fraud, waste,
Pollution Control Act and Federal Employment Laws.
abuse or collusion may be provided elecVonicaly and shall be provided at Contractors
Protection of Personal Data and Information. The Contractor certifies that all steps will '..
own expense. Reasonable costs for copies of non -routine Contract related records shall
be taken to ensure the security and confidentiality of all Commonwealth/MassDOT data for
not exceed the fates for public records under950 C.M.R. 32.00.
which the Contractor becomes a holler, either as pad of performance or inadvertently
Debarment. The Contractor certifies that neither it nor any of its subcontractors are
during performance, with special attention to restricting access, use and disbursement of
currently debarred or suspended by the federal or state government under any law or
personal data and information under G.L. c. 93H and c. 66A and Executive Order 504.
regulation including, Executive Order 147; G.L. c 29 s. 29F G.L-. c 30 6 39R, G.L. c.149
The Contractor is required to comply with G.L. c. 931 for the proper disposal of all paper
27C, G L c 149 & 44C, G L c 149 61486 and G L c. 152 s. 25C.
and electronic media, backups or systems containing personal data and information,
Applicable Laws. The Contractor shall comply with all applicable state laws and
including but limited to the appi'xxble Massachusetts General Laws; the
provided further that the Contractor is required to ensure that any personal data or
information transmitted electronically or through a portable device ba property encrypted
regulations not
Official Code of Massachusetts Regulations; Code of Massachusetts Regulations
using (at a minimum) Information Technology Division IITD) Protection of Sensitive
Information, further that any Contractor having access to credit card or banking
(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
provided
information of Commonwealth/MassDOT customers certifies that the Contractor Is PC]
1.00 (Compliance, Reporting and Auditing for Human And Social Services); AICPA
the
compliant in accordance with the Payment Card Industry Council Standards and shall
confirmation compliance during the Contract, provide further that the Contractor
Standards; confidentiality of Department records under G.L. c. 66A; and
Massachusetts Constitution Article XVIII 9 applicable.
provide
shall immediately notify the Department in the event of any security breach including the
Invoices. The Contractor must submit invoices in aocerdance with the terms of 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
Contract and the Commonwealth Bill Paving Policy. Contractors must be able to reconcile
attribute concurrent payments from multiple Departments. Final Invoices in
Commonwealth/MassDOT and provide access to any information necessary for the
and property
any fiscal year must be submitted no later than August 151' for performance made and
Commonwealth/MassDOT to respond to the am* breach and shall be fully responsible
for any damages associated with the Contractors breach including but not limited to G.L. c.
received (goods delivered, services completed) prior to June 30e, in order to make
214 3B.
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 1501 or other date listed in
s.
Corporate and Business Filings and Reports. The Contractor certifies compliance with
the Contract shall authorize the Department to Issue an estimated payment based upon
the Departments determination of performance delivered and accepted. The Contractors
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
acceptance of this estimated payment releases the Commonwealth and MassDOT from
its conduct of business in the Commonwealth; and with its incorporating state (or foreign
further claims for these invoices. If budgetary funds raven due to the Contractors failure to
submit limey final Invoices, or for disputing an estimated payment the Department may
entity).
Employer Requirements. Contractors that are employers oefgfy compliance with
deduct a penalty up to 10% from any final payment in the next fiscal year for failure to
applicable state and federal employment laws or regulations, Including but not limited to
submit timely invoices.
G.L. c. 5 s. 1 (Prevailing Wages for Printing and Distribution of Public Documents); G.L' c.
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
7 s 22 (Prevailing Wages for Contracts for Meat Products and Clothing and Appare0;
minimum wages and prevailing wage programs and payments; unemployment insurance
Legislature and within the funding limits established through appropriation, allotment and
29 & 9C. A
and contributions; workers' compensation and insurance, child labor laws, AGO fair labor
s; G.L. c. 149 (Labor and Industries); G.L. c. 150A (Labor Relations); G.L. c. 151
subsidiary, including mandated allotment reductions triggered by G.L. c
Department cannot authorize or accept performance in excess of an existing appropriation
practice
and 455 CMR 2.00 (Minimum Fair Wages): G.L. c. 151A (Employment and Training); G_I I.
and allotment, or sufficient non -appropriated available funds. Any oral or written
made by the Department or any other
c. 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
representations, commitments, or assurances
Commonwealth representative are not binding. The Commonwealth and MassDOT have
Labor Standards); 29 USC c. 28 and the Federal Family and Medical leave Act.
no legal obligation to compensate a Contractor for pedormance that is not requested and
Federal And Stale Laws And Regulations Prohibiting Discrimination including but not
Is intengonally delivered by a Contractor outside the scope of a Contract Contractors
limited to the Federal Equal Employment OpourtuniN (EEO) Laws the Americans with
should verify funding prior to beginning performance.
Disabilities Act; 42 U.S.0 Sec 12 101 at seq., the Rehabilitation Act, 29 USC C. 16 s. 794;
29 USC 16. 701; 29 USC c 14 623; the 42 USC c. 45, (Federal Fair Housing Act); G.
Intercept. Contractors may be registered as Customers in the Vendor file 9 the Contractor
owes a Commonwealth debt Unresolved and undisputed debts, and overpayments of
c. s.
L. c. 151E (Unlawful Discrimination); G.L. c. 151E (Business Discrimination); the Public
Contract payments that are not reimbursed timely shall be subject to intercept pursuant to
CMR 9.00. Contract will be subject to immediate
Aocommodagons Law G.L. c. 272 s. 92A; G.L. c. 272 s. 98 and 98A, Massachusetts
Constitution Article CXIV and G.L. c 93 s. 103; 47 Use c 5 sc. II Part II. s. 255
G.L, c. 7A s. 3 and 815 overpayments
Intercept or payment offset. The Contractor may not penalize any state Department or
(Telecommunication Act; Chapter 149, Section 105D, G.L. a 151C. G.L. c. 272. Section
assess late fees, cancel a Contract or other services g amounts are Intercepted or offset
92A Section 98 and Section 98A, and G.L. c. 111, Section 199A, and Massachusetts
Disability Non Standards For Executive Branch Entities and related
due to recoupment of an overpayment, outstanding taxes, child support other overdue
-Based -Discrimination
Standards and Guidance, authorized under Massachusetts Executive Order or any
debts or Contract overpayments.
Tax Law Compliance, The Contractor certifies under the pains and penalties of perjury
disability -based protection arising from state or federal law or precedent See also MCAD
tax compliance with Federal tax laws; state tax laws Including but not limited to G.L. c.62C,
62C 49A; with all state tax laws, reporting of employees and
and MCAD link sand Resources.
Small Business Purchasing program (SBPP), A Contractor may be eligible to
G.L.c. s. compliance
contractors, withholding and remitting of tax withholdings and chill support and Is In good
participate In the SBPP, created pursuant to Executive Order 523, H quallied through the
SBPP COMIMBUYS subscripilon prooess at www,commbuys,com and with acceptance of
standing with respect to all state taxes 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 0511� New Independent Contractor Provisions and appllcable TIRs.
the terms of the SBPP participation agreement
Limitation of Liability for Information Technology Contracts (and other Contracts as
Bankruptcy, Judgments, Potential Structural Changes, Pending Legal Matters and
Authorized). The information Technology Mandatory Specifications and the IT Acquisition
Accessibility Contract Language are Incorporated by reference into Information Technology
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
Contracts. The following language will apply to Information Technology contracts in the
Department in writing at least 45 days prior to filing for bankruptcy and/or receivership,
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.
any potential structural change in its oganiza8on, 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
Pursuant to Section 11. Indemnification of the MassDOT Terms and Conditions, the term
Contract or Amendment The Contractor certifies that at any fime during the period of the
'other damages' shall Include, but shall not be limited to, the reasonable costs the
CommonwealhMassDOT Incurs to repair, return, replace or seek cover (purchase of
Contract the Contractor is required to affirmatively disclose In writing to the Department
Contract Manager the details of any judgment, criminal oonvidon,inveswationorli8gation
comparable substitute commodities and services) under aContract 'Other damages'shall
pending against the Contractor or any of its officers, directors, employees, agents, or
not include damages to the CommonweaMNassDOT as a result of third parry claims,
provided, however, that the foregoing in no way limits the Commonwealth's or MassDOT's
subcontractors, including any potential conflicts of Interest of which the Contractor has
knowledge, or leams of during the Contract term. Law firms or Attorneys providing legal
right of recovery for personal injury or property damages or patent and copyright
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MASSDOT STANDARD CONTRACT FORM
infringement under Section 11 not the Commonwealth'slMassDOT'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 or
MassDOT's use of contractor provided products or services, loss of Commonwealth or
MassDOT's records, or data (or other intangible property), loss of use of equipment, lost
revenue, lost savings or lost profits of the Commonwealth or MassDOT. 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 contractors entire liability under a Contract Nothing in this section shall
limit the Commonwealth's or MassDOTs ability to negotiate higher limitations of liability in
a particular Contract, provided that any such limitation must specifically reference Section
11 of the MswDOT Terms and Conditions. In the event the limitation of Ilabflfly 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 terms may be
applied to other Contracts only whin prior written confirmation from the Operational Services
Division or the Office of the Comptroller. The terms In this Cladficaflon may not be
modified.
Northern Ireland Certification. Pursuant to G.L. c. 7 s. 22C for state agencies, state
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 Norther Ireland and if the Contractor employs ten or more employees in an office
or other facility located in Norther 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 befief; 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, distributor 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 Norther 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
MassDOTeven 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 MassDOT 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 notify the Commonwealth of any conflicts of interest arising under
the Contract.
Subcontractor Performance. The Contactor certifies full responsibility for Contact
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 Contactor 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 Contact
sanctions.
Executive Order 481. Prohlbffirm the Use of Undocumented Workers on Stale Contracts.
For all state 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 ceNfies 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 after, 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 4 999(b)(31-
(1, 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 rights as it may have, Me DOT and the
Commonwealth shall be entitied 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 angry
or entities directly or Indirectly owning at least 61% 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. 26BA specifically s. 5 (1) and this
order, and Includes limitations regarding the hiring of state employees by private
companies contracting with the CommonwealtNMassDOT. A privatization contract shall
be deemed to include a specific prohibition against the hiring at anytime during the tens 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, 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 (including Contract work) within the Executive
Branch under the Governor must disclose in wrifing 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. Reiiardinq the Security and Confidentiality of Personal Information.
For all Contracts Involving the Contractors 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 celiectively'personal information'), Contractrs certifies under the pains and
penalties of perjury that the Contractor (1) has read Commonwealth of Massachusetts
Executive Order 604 and agrees to protect any and all personal information; and (2) has
reviewed all of the Commonwealth Information Technolonv 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 contacting 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 contacting
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 Contactor 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 term of this
Contract, and any breach of these terns 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 Contactor 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 fulfill any notigcafion requirements. Breach of these terms may be regarded
as a material breach of this Contract, such that the Commonwealth and MassDOT may
exercise any and all contractual rights and remedies, Including without limitation
Indemnification under Section 11 of MassDOT's Terms and Conditions, withholding of
payments, Contact 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, S 36 for violations under M.G.L c.
66A.
Executive Orders 523 524 and 526. Executive Order 526 (Order Regarding Non-
Dlscrimination, 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,
activities, and services provided, performed, licensed, chartered, funded, regulated, or
contacted 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
cenffied minority or women -owned businesses, small businesses, or businesses owned by
socially or economically disadvantaged persons or persons with disabilNes. These
provisions shall be enforced through the oontracfing agency, OSD, and/or the
Massachusetts Commission Against Discrimination. Any breach shall be regarded as a
material breach of the contracl that may subject the contractor to appropriate sanctions.
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