HomeMy WebLinkAbout20240605075204479COMMONWEALTH OF MASSACHUSETTS -STANDARD CONTRACT FORM x®)t
This form Is jointly issued and published by the Executive OfOce for Administration and Finance (ANF), the Office of the Comptroller (CTR) and the Operational Services Division (OSD)
as the default contract for all Commonwealth Departments when another form is not prescribed by regulation or policy. Any changes to the 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 or other additional
terms as pad of this Contract without prior Department approval. Click on hyperlinks for definitions, instructions and legal requirements that are incorporated by reference into this
Contract. An electronic coov of this form is available at www.mass.00vfosc under Guidance For Vendors - Forms orwww.mass_ ova under OSD Forms.
CONTRACTOR LEGAL NAME: Town of Mansfield
COMMONWEALTH DEPARTMENT NAME: Massachusetts Marketing Partnership
(and dibla):
MMARS Department Code: MMP Massachusetts Office of Travel and Tourism
Legal Address:6 Park Row, Mansfield, MA 02048
Business Mailing Address: 10 Park Plaza, Suite 4510- Boston, MA 02116
Contract Manager: Lee Azinheira
Billing Address (if different): same as above
E-Mail: lzinheira@mansfieldma.com
Contract Manager: Annie Moloney
E•Mail., annie.moloney@slate.ma.us
� r
Rhone:(617) 973.8500 Fax: (617)973-8525
MMARS Doc IDlsl:
(N( r RFRIProcuremenl or Other ID Number: 1 FY17 Legislative Exemption
r
AMENDMENT
_CONTRACT
r ! ' Enter Current Contract End Dale Prior to Amendment: 61�0 20 W
>
Enter Amendment Amount: $. (or'no change°)
AMENDMENTTYPE:(Check one option only. Attach details of Amendment changes.)
X Amendment to Scope or Budget (Attach updated scope and budget)
Interim Contract (Attach justification for Interim Contract and updated scopefbudget)
_
Contract Employee (Attach any updates to scope or budget)
_
LegislativelLegal or Other: (Attach authorizing Ianguagerjustification and updated
_
scope and budget)
executed, filed With CTR and is incorporated by reference into this Contract.
X Cot ✓� ' .,-� ,=.' Jitlons For Human and Social Services
Cfor authorized performance accepted in accordance with the terms of this Contract will be supported
in the r • > filed funds, subject to intercept for Commonwealth owed debts under 815 CMR 9.00.
,>
--culatlons, conditions or terms and any changes If rates or terms are being amended.)
X Maximum Obligation Contract Enter Total Maximum Oblgation for total duration of this Contract (or newTolal if Contract is being amended 50,000.00
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 _% PPD; Payment issued within 15 daVs _ % PPD; Payment Issued within 20 days _ % PPD; Payment Issued within
30 days PPD. If PPD percentages are left blank, Identify reason: _.X_agree to standard 45 day cycle _ statutoryilegal or Ready Payments (G.L. c. 29.8 23A); _ only Initial
_0/"
payment subsequent payments scheduled to support standard EFT 45 day payment cycle. See Prompt Pav Discounts Policy.
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
#7008-0900 of the FY 17 Massachusetts state budget "for the establishment of a park at the beginning of the Norton Rail -Trail in the
Town of Mansfield".
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 dale below) and no obligations have been incurred prior to the Effective Dale.
_ 2, may be incurred as of . 20. a date LATER than the Effective Date below and no obligations have been incurred gdLr to the Effective Date.
3. were incurred as of _, 20_, a date PRIOR to the Effective Dale below, and the parties agree that payments for any obligations Incurred prior to the Effective Dale 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. Acceptance of payments forever releases the Commonwealth from further claims related to these oblbatons.
CONTRACT END DATE: Contract performance shall terminate as of 6130, 201.✓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 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 Dale 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,
penaltles 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 Certifications, the Request for Response (RFR) or other solicitation, the Contractors Response,
and additional negotiated terms, provided that addifional 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.
AUTHO/RIIZIINNG" SIGNAATTLI RE FOR TIJ E CONTRACTOR: AUTHORIZING SIGNATURE FOR THE COMMONWEALTH:
X• Date: X: Date:
( Ignature malr Daate MMuu�.slt-Be Handwri_ttpnn At Time of Signature) (Signature and Dale Must Be Handwritten At Time of Signature)
Print Name: <lah rl l .-1 I et hbycrk Print Name: Francois Nivaud Massachusetts Office of Travel& Tourism.
Prini Title: T Print Title: Executive Director
(Updated 3/21/2014) Page 1 of 6
#01 COMMONWEALTH OF MASSACHUSETTS - STANDARD CONTRACT FORM
INSTRUCTIONS AND CONTRACTOR CERTIFICATIONS
The following instructions and terms are Incorporated by reference and apply to this
Standard Contract Form. Text that appears underlined indicates a "hypedink" 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
hypedinks 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 (dlbla) name, BOTH the legal name and Ihe'd/bla" 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 poor 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 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 Police 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 identilying 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 BIII 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 Contract Manager (with
confirmation of actual receipt) through the listed address, fax number(s) or electronic mail
address for the Contract Manager will meet any requirements for legal notice.
Department Billing Address: Enter the Billing Address or email address it Invoices must
be sent to a different location. Billing or confirmation of delivery of performance issues
should be resolved through the listed Contract Managers.
Department Contract Manager: Identify the authorized Contract Manager who will be
responsible for managing the ConbacL 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 &Mall 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 mail 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
rearenceltracking 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):
(Updated 3/21/2
Complete this section ONLY If this Contract is brand new. (Complete the
CONTRACT AMENDMENT section for any material changes to an existing or an.
expired Contract, and for exercising options to renew or annual contracts under a:
multi -year procurement or grant program.)
PROCUREMENT OR EXCEPTION TYPE: Check the appropriate type of procurement or
exception for this Contract. Only one option can be selected. See State Finance Law and
General Requirements, Acquisition Policy and Fixed Assets, the Commodities and
Services Policy and the Procurement Information Center (Depadment 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 -giants under 815 CMR 2.00 and State Grants and
Federal Subgrants Policy, Departmental Master Agreements (MA), If mulli-Department
user Contract, identify mufti -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 (poor to the Contractors selection)
as work of a Contract Employee and not that of an Independent Contractor.
Legislative/Legal 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. Supporting documentation must
be attached to explain and Justify the exemption.
CONTRACT AMENDMENT (Right Side of Form)
Complete this section for any Contact 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 doe Ms, 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 Date Isnot
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 Obllgatton Contract. Enter"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 9 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 terns will lake precedence over the relevant terms in the RFR and the
-
Contractors Response only if made using the process outlined in 801 CMR 21.07;
Incorporated herein, provided that any amended RFR or Response terms result in best
value, lower costs, or a more cost effective Contract.
Interim Contracts. Check this option for an Interim Contract to prevent a lapse of Contract
performance whenever an existing Contract is being re -procured but the new procurement
has not been completed, to bridge the gap during implementation between an expiring and
a new procurement, or to contract with an interim Contractor when a current Contractor is
unable to complete full performance under a Contract.
Contract Employee. Check this option when the Department requires a renewal or other
amendment to the performance of a Contract Employee.
Legislative/Legal 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
014) Page 2 of 6
COMMONWEALTH OF MASSACHUS
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 slated 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 of both,
specific Maximum Obligation amounts or amended amounts and Attachments must clearly
outline the Contract breakdown to match the encumbrance.
PAYMENTS AND PROMPT PAY DISCOUNTS
Payments are processed within a 45 day payment cycle through EFT in accordance with
the Commonwealth Bill Paving Policy for Investment and cash flow purposes.
Departments may NOT negotiate accelerated payments and Payees are NOT cuffed 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
contacts, Ready Payments under G.L. c. 29. s. 23A). See Prompt Pay Discounts Policy.
PPD are idru ffled 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 statutory/legal exempflon such as Ready Payments (G.L. o. 29. F 23A1; 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 of initial
grant installment, but subsequent periodic installments or Invoice payments should be
scheduled to support the Payee cash flow needs and the standard 45 day EFT payment
cycle in accordance with the Bill Paying Policy. Any accelerated payment that does not
provide for a PPD must have a legal justification In Contract file for audit purposes
explaining why accelerated payments were allowable without a PPD.
BRIEF DESCRIPTION OF CONTRACT PERFORMANCE
Enter a brief description of the Contract performance, project name andlof other identifying
information for the Contract to specifically identify the Contract performance, match the
Contract with attachments, determine the appropriate expenditure code (as listed in the
Expenditure Classification Handbook) or to identify or 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'Muifi-Department Use If other Departments can access
procurement. For Amendments, identify the purpose and what items are being amended.
Merely slating 'see attached" or referencing attachments without a narrative description of
performance is insufficient.
ANTICIPATED START DATE
The Department and Contractor must oedily WHEN obligations under this
ContractfAmendment may be Incurred. Option 1 is the default option when performance
may begin as of the Effective Date (latest signature date and any required approvals). If
the parties want a new Contract or renewal to begin as of the upcoming fiscal year then list
the fiscal year(s) (ex. 'FY2012' or 'FY2012-14") in the Brief Description section.
Performance starts and encumbrances reflect the default Effective Dale (if no FY is listed)
or the later FY start date (Ifa FY is listed). Use Option 2 only when the Contract will be
signed well in advance of the start dale and Identify a specific future staff date, Do not use
Option 2 for a fiscal year start unless It is certain that the Contract will be signed prior to
fiscal year. Option 3 is used in lieu of the Settlement and Release Form when the
ContracfAmendmenl 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 If the incorrect Option is selected, shall be automatically deemed a settlement
included under the terms of the Contract and upon payment to the Contractor will release
the Commonwealth from further obligations for the Identified performance. All settlement
payments require justification and must be under same encumbrance and object codes as
the Contract payments. Performance dates are subject to G.L. c.4 9.
ETTS - STANDARD CONTRACT FORM
CONTRACT END DATE
The Department must enter the date that Contract performance will terminate. If the
Contract is being amended and the Contract End Date is not changing, this date
must be re-entered again here. A Contract must be signed for at least the initial duration
but not longer than the period of procurement listed in the RFR, or other solicitation
document (if applicable). No new performance is allowable beyond the end dale 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
date 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 state accounting system to enable final close out payments. Performance dates area
subject to G.L. c.4 9.
CERTIFICATIONS AND EXECUTION
See Deoadment Head Signature Authorization Policy and the Contractor Authorized
Signatory Listing for policies on Contractor and Department signatures.
Authorizing Signature for Contractor/Dale: 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 Date". Acceptance of payment by the
Contractor shall waive any fight of the Contractor to claim the Contract/Amendment Is not
valid and the Contractor may not void the Contract. Rubber stamps, typed or other
Images are not acceptable. Proof of Contractor signature authorization on a Contractor
Authorized Signatory Listing may be required by the Department if not already on file.
Contractor Name ffitle: The Contractor Authorized Signatorys name and title must
appear legibly as it appears on the Contractor Authorized Signatory Listing.
Authorizing Signature For CommonweallhlDate: The Authorized Deoartment Signatory
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
images are not accepted. The Authorized Signatory must be an employee within the
Department legally responsible for the Contract. See Department Head Signature
Authorization. The Department must have the legislative funding appropriated for all the
costs of this Contract or funding allocated under an approved Interdepartmental Service
Agreement (ISA). A Department may not contract for performance to be delivered to or by
another state department without specific legislative authorization (unless this Contract is a
Statewide Contract). For Contracts requiring Secretarial signof, evidence of Secretariat
signof must be included in the Contract file.
Department Name [Title: Enlerthe Authorized Signatory's name and title legibly.
CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES
Notwithstanding verbal or other representations by the parties, the "Effective Dale" o(thls
Contract or Amendment shall be the latest date that this Contract or Amendment has been
executed by an authorized signatory of the Contractor, the Department, or a later Contract
or Amendment Start 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 or all 'deliverables"
purchased or developed with Contract funds. A Department may not relinquish
Commonwealth rights to deliverables nor may Contractors sell products developed with
Commonwealth resources without just compensation. The Contract should detail all
Commonwealth deliverables and ownership rights and any Contractor proprietary rights.
Qualifications. The Contractor certifies 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. If the Contractor is a business, the
Contractor certifies that it is listed under the Secretary of State's website as licensed to dq
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 disqualification of a Response or termination of this Contract.
Public Records and Access The Contractor shall provide full access to records related t6
performance and compliance to the Department and officials listed under Executive Order
195 and G.L. c. 11. s.12 seven (7) years beginning on the first day after the final payment
(Updated 3/2112014) Page 3 of 6
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 Contractor's
own expense. Reasonable costs for copies of non -routine Contract related records shall
not exceed the rates for public records under950 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 slate government under any law or
regulation including, Executive Order 147: G.L. c. 29, s. 29F G L c 30 & 39R, G.L. 0.149
27C, G L. c.149 6 44C, G L c 149 & 148B and G L c 152 s. 25C.
Applicable Laws. The Contractor shall comply with all applicable stale 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 XVIII if applicable.
Invoices. The Contractor must submit Invoices in accordance with the terms of the
Contract and the Commonwealth Bill Paving Policy. Contractors must be able to reconcile
and property attribute concurrent payments from multiple Departments. Final invoices in
any fiscal year must be submitted no later than August 151h for performance made and
received (goods delivered, services completed) prior to June 30s', in order to make
payment for that performance prior to the close of the fiscal year to prevent reversion of
appropriated funds. Failure to submit timely Invoices by August 15'^ or other date listed In
the Contract shall authorize the Department to issue an estimated payment based upon
the Departmenfs determination of performance delivered and accepted. The Contractors
acceptance of this estimated payment releases the Commonwealth from further claims for
these Invoices. If budgetary funds revert due to the Contractors failure to submit timely
final Invoices, or for disputing an estimated payment, the Department may deduct a penalty
up to 10% from any final payment In the next fiscal year for failure to submit timely invoices.
Payments Subject To Appropriation. Pursuant to G.L. c. 29 § 26, § 27 and § 29,
Departments are required to expend funds only for the purposes set forth by the
Legislature and within the funding limits established through appropriation, allotment and
subsidiary, including mandated allotment reductions triggered by G.L. c. 29 4 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
vedly funding prior to beginning performance.
Intercept. Contractors may be registered as Customers in the Vendor file If the Contractor
owes a Commonwealth debt Unresolved and undisputed debts, and overpayments of
Contract payments that are not reimbursed timely shall be subject to intercept pursuant to
G L c. 7A s. 3 and 815 CMR 9.00. Contract overpayments will be subject to immediate
Intercept or payment offset The Contractor may not penalize any state Department or
assess late fees, cancel a Contract or other services fl amounts are intercepted or offset
due to recoupment of an overpayment, outstanding taxes, child support, other overdue
debts or Contract overpayments.
Tax Law Compliance. The Contractor certifies under the pains and penalties of perjury
tax compliance with Federal tax laws • stale 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 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;TIR05-11• 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 prior to riling 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 certifies that at any time during 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, of
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
4j
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 certifies 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. 931 for 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 (al a
minimum) Information Technology Division (ITD) 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 PC[ 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, the Contractor shall cooperate fully with the Commonwealth and provide
access to any information necessary for the Commonwealth to respond to the security
breach and shall be fully responsible for any damages associated with the Contractor's
breach including but not limited to G.L. c. 214 s. 3B.
Corporate and Business Filings and Reports. The Contractor certifies compliance with
any certification, filing, reporting and service of process requirements of the Secretary of
the Commonwealth the 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).
Employer Requirements. Contractors that are employers certify compliance with
applicable state and federal employment laws or regulations, including but not limited to
G.L. c. 5. s. 1 (Prevailina Wailes for Printing and Distribution of Public Documents); G.L. c.
contdbuions;
and
and
(Workers' Compensation); G.L, 053 (Liability, for Injuries); 29 USC c. 8 (Federal Fair
Labor Standards); 29 USC c. 28 and the Federal FamlN and Medical Leave Act.
Federal And State Laws And Regulations Prohibiting Discrimination including but not
limited to the Federal Eaual Employment Oppurtunity (EEO) Laws the Americans with
Disabilities Ad,; 42 U S C Sec 12101 at sea., the Rehabilitation Act 29 USC c. 16 s. 794;
29 USC c. 16. s. 701; 29 USC c.14, 623: the 42 USC c. 45; (Federal Fair Housing Act); G.
L. c. 151E (Unlawful Discrmination); G.L. c. 151E (Business Discrmlindon); the Public
Aocommodaions 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 USC c 51 so. II Part Ilt s. 255
(Telecommunication Act; Chapter 149, Section 105D, G.L. c. 151C, G.L. c. 272, Section
92A. Section 98 and Section 98A, and G.L. c. 111, Section 199A, and Massachusetts
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 Acaulsitiori
Accessibility Contract Language are incorporated by reference into Information Technology
Contracts. The following language will apply to Information Technology contracts in the
U01, UO2, UO3, U04, U05, U06, U07, U08, U09, U10, U75, U98 object codes In the
Expenditure Classification Handbook or other Contracts as approved by CTR or OSD.
Pursuant to Section 11. Indemnification of the Commonwealth Terms and Conditions, the
term "other damages" shall include, but shall not be limited to, the reasonable costs the
Commonwealth Incurs to repair, return, replace or seek cover (purchase of comparable
substitute commodities and services) under a Contract "Other damages' shall not Include
damages to the Commonwealth as a result of third party claims, provided, however, that
the foregoing in no way limits the Commonwealth's right of recovery for personal injury or
property damages or patent and copyright infringement under Section 11 nor the
Commonwealth's ability to join the contractor as a third party defendant. Further, the term
(Updated 3/21/2014) Page 4 of 5
COMMONWEALTH OF MASSACHUSETT
"other damages' shall not include, and in no event shall the contractor be liable for,
to i
damages for the Commonwealth's use of contractor provided products or services, loss of
and
Commonwealth records, or data (or other intangible property), loss of use of equipment,
was
lost revenue, lost savings or lost profits of the Commonwealth. In no event shall *other
awn
damages" exceed the greater of $100,000, or two times the value of the product or service
eye
(as defined in the Contract scope of work) that is the subject of the claim. Section 11 sets
Exe
forth the contractors entire liability under a Contract. Nothing In this section shall limit the
Eac
Commonwealth's ability to negotiate higher limitations of liability In a particular Contract,
Bra
provided that any such limitation must specifically reference Section 11 of the
rate
Commonwealth Terms and Conditions. In the event the limitation of liability conflicts with
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accounting standards which mandate that there can be no cap of damages, the limitation
the
shall be considered waived for that audit engagement. These terms may be applied to
by I
other Contracts only with prior written confirmation from the Operational Services Division
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or the Office of the Comptroller. The terms in this Clarification may not be modified.
For
Northern Ireland Certification. Pursuant to G.L. c. 7 s. 22C for state agencies, state
G.L
authorities, the House of Representatives or the state Senate, by signing this Contract the
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Contractor certifies that it does not employ ten or more employees In an office or other
Ord
facility in Northern Ireland and it the Contractor employs ten or more employees in an office
pen
or other facility located In Northern Ireland the Contractor certifies that It does not
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discriminate In employment, compensation, or the terms, conditions and privileges of
fevi
employment on account of religious or political belle(; and It promotes religious tolerance
Pol
within the work place, and the eradication of any manifestations of religious and other
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illegal discrimination; and the Contractor is not engaged In the manufacture, distribution or
De
sale of firearms, munitions, including rubber or plastic bullets, teargas, armored vehicles or
div
military aircraft for use or deployment in any activity In Northern Ireland.
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Pandemic, Disaster or Emergency Performance. In the event of a serious emergency,
Into
pandemic or disaster outside the control of the Department, the Department may negotiate
poll
emergency performance from the Contractor to address the immediate needs of the
Te
Commonwealth even if not contemplated under the original Contract or procurement.
a9
Payments are subject to appropriation and other payment terms.
are
Consultant Contractor Certifications (For Consultant Contracts "HH' and "NN' and
fee
'U05" object codes subject to G.L. Chapter 29, s. 29A1. Contractors must make required
Into
disclosures as part of the RFR Response or using the Consultant Contractor Mandalon
un
Submission Form.
for
Attorneys. Attorneys or firms providing legal services or representing Commonwealth
am
Departments may be subject to G.L.c. 30, s. 65, and if providing litigation services must be
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approved by the Office of the Altomey General to appear on behalf of a Department, and
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shall have a continuing obligation to notify the Commonwealth of any conflicts of interest
disc
arising under the Contract.
use
Subcontractor Performance. The Contractor certifies full responsibility for Contract
un
performance, including subcontractors, and that comparable Contract terms will be
co
included in subcontracts, and that the Department will not be required to directly or
co
indirectly manage subcontractors or have any payment obligations to subcontractors..
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EXECUTIVE ORDERS
as
all
For covered Executive state Departments, the Contractor certifies compliance with
Se
applicable Executive Orders (see also Massachusetts Executive Orders), including but not
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limited to the specific orders listed below. A breach during period of a Contract may be
ap
considered a material breach and subject Contractor to appropriate monetary or Contract
pur
sanctions.
Ex
Executive Order 481. Prohibiting the Use of Undocumented Workers on Stale Contracts.
For all stale agencies in the Executive Branch, including all executive offices, boards,
Ex
Ex
commissions, agencies, Departments, divisions, councils, bureaus, and orcces, now
Div
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
a
act
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
rac
unlawful discrimination; and shall not knowingly or recklessly alter, falsify, or accept altered
reli
or falsified documents from any such worker
vet
Executive Order 130. Anti -Boy cotL The Contractor warrants, represents and agrees that
dis
during the time this Contract is in effect, neither it nor any affiliated company, as hereafter
ap
defined, participates in or cooperates with an International boycott (See IRC § 999(b113)-
e
(44), and IRS Audit Guidelines Boycotts) or engages In conduct declared to be unlawful by
ce
G.L. c. 151E s. 2. A breach In the warranty, representation, and agreement contained in
s
this paragraph, without limiting such other rights as it may have, the Commonwealth shall
p
be entitled to rescind this Contract. As used herein, an affiliated company shall be any
M
business entity of which at least 51% of the ownership interests are directly or indirectly
m
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
of Indirectly owns at least 51 %of the ownership Interests of the Contractor.
Executive Order 346. Hiring of State Employees By State Contractors Contractor certifies
compliance with both the conflict of interest law G.L. c. 268A specifically s. 5 (0 and this
order, and Includes limitations regarding the hiring of state employees by private
companies contracting with the Commonwealth. A privatization contract shall be deemed
(Updated 312112014)
*11,
S - STANDARD CONTRACT FORM
nclude a specific pfohibilion against the hiring at any time during the term of Contract,
for any position in the Contractors company, any stale management employee who is,
or will be Involved in the preparation of the RFP, the negotiations leading to the
rding of the Contract, the decision to award the Contract, and/or the supervision or
rsight of performance under the Contract.
culive Order 444. Disclosure of Family Relationships With Other State Employees.
h person applying for employment (including Contract work) within the Executive
rich under the Governor must disclose in writing the names of all immediate family
led to immediate family by marriage who serve as employees or elected officials of the
mmonwealth. All disclosures made by applicants hired by the Executive Branch under
Governor shall be made available for public inspection to the extent permissible by law
he official with whom such disclosure has been filed.
culive Order 504. Regarding the Security and Confidentiality of Personal Information:
all Contracts involving the Contractors access to personal Information, as defined In
. c. 93H, and personal data, as defined in G.L. c. 66A owned or controlled by
culive Department agencies, or access to agency systems containing such information
star (herein collectively "personal information"), Contractor certifies under the pains and
allies of perjury that the Contractor (1) has read Commonwealth of Massachusetts
culive Order 504 and agrees to protect any and all personal Information; and (2) has
awed all of the Commonwealth Information Technology Division's Security
icies. Notwithstanding any contractual provision to the contrary, in connection with the
nfractures performance under this Contract, for all state agencies in the Executive
partment, including all executive offices, boards, commissions, agencies, departmeolsl
Islons, councils, bureaus, and offices, now existing and hereafter established, Iljb
ntractor shall: (1) obtain a copy, review, and comply with the contracting agency's
rmallon Security Program (ISP) and any pertinent security guidelines, standards, and
cies; (2) comply with all of the Commonwealth of Massachusetts Information
chnology Division's 'Security Policies') (3) communicate and enforce the contracting
Page 6 of 5
Issued May
COMMONWEALTH OF MASSACHUSETTS 2004
CONTRACTOR AUTHORIZED SIGNATORY LISTING
CONTRACTOR LEGAL NAME: - 6LO0 ov rtaVy 1)T*1
CONTRACTOR VENDOR/CUSTOMER CODE: VC 6COG 1996� UT
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): John F. Stanbrook
Title:Acting Town Manager
Signature las it will appear on contract or other document (Complete only in presence of notary):
AUTHENTICATED BY NOTARY OR CORPORATE CLERK (PICK ONLY ONE) AS FOLLOWS:
I, SQ/IJI-Ic— A/C dllle (NOTARY) as a notary public certify that'I'withessed
the signature of the aforementioned signatory above and I verified the individual's identity on this date:
—c7 20�.
My commission expires on: li/Q
AFFIX NOTARY SEAL
1, (CORPORATE CLERK) certify that I witness.d 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
Issued May
COMMONWEALTH OF MASSACHUSETTS 2004
CONTRACTOR AUTHORIZED SIGNATORY LISTING
CONTRACTOR LEGAL NAME: -f0L''1 tA- n1""th1 i(?Jj
CONTRACTOR VENDOR/CUSTOMER CODE: VL 6C�CSp n o
Wl U1F
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 authority 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
John F. Stanbrook Acting 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: 5/25/17
�- Signature
Title: Acting Town Manager Telephone: 508-851-6435
Fax:508-261-1083
Email-.jstanbi-ook@mansfieldma.com
[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.
COMMONWEALTH TERMS AND CONDITIONS
This Commonwealth Terms and Conditions form is
jointly issued by the Executive Office for
Administration and Finance (ANF), the Office of the
Comptroller (CTR) and the Operational Services
Division (OSD) for use by all Commonwealth of
Massachusetts ("State") Departments and Contractors. Any changes or
electronic alterations by either the Department or the Contractor to the
ofj7cial version of this form, as jointly published by ANF, CTR and OSD,
shall be void. Upon execution of these Commonwealth Terms and Conditions
by the Contractor and filing as prescribed by the Office of the Comptroller,
these Commonwealth Terms and Conditions will be incorporated by reference
into any Contract for Commodities and Services executed by the Contractor
and any State Department, in the absence of a superseding law or regulation
requiring a different Contract form. Performance shall include services
rendered, obligations due, costs incurred, commodities and deliverables
provided and accepted by the Department, programs provided or other
commitments authorized under a Contract. A deliverable shall include any
tangible product to be delivered as an element of performance under a
Contract. The Commonwealth is entitled to ownership and possession of all
deliverables purchased or developed with State funds. Contract shall mean the
Standard Contract Form issued jointly by ANF, CTR and OSD.
1. Contract Effective Start Date. Notwithstanding verbal or other
representations by the parties, or an earlier start date indicated in a Contract,
the effective start date of performance under a Contract shall be the date a
Contract has been executed by an authorized signatory of the Contractor, the
Deparmem, a later date specified in the Contract or the dale of any approvals
required by law or regulation, whichever is later.
2. Payments And Compensation. The Contractor shall only be compensated
for performance delivered and accepted by the Department in accordance with
the specific terns and conditions of a Contract. All Contract payments are
subject to appropriation pursuant to M.G.L. C. 29, §26, or the availability of
sufficient non -appropriated funds for the purposes of a Contract, and shall be
subject to intercept pursuant to M.G.L. C. 7A, §3 and 815 CMR 9.00.
Overpayments shall be reimbursed by the Contractor or may be offset by the
Department from future payments in accordance with state finance law.
Acceptance by the Contractor of any payment or partial payment, without any
written objection by the Contractor, shall in each instance operate as a release
and discharge of the State from all claims, liabilities or other obligations
relating to the performance of a Contract.
3. Contractor Payment Afechanism. All Contractors will be paid using the
Payment Voucher System unless a different payment mechanism is required.
The Contractor shall timely submit invoices (Payment Vouchers - Fomr PV)
and supporting documentation as prescribed in a Contract. The Department
shall review and return rejected invoices within fifteen (15) days of receipt
with a written explanation for rejection. Payments shall be made in
accordance with the bill paying policy issued by the Office of the Comptroller
and 815 CMR 4.00, provided that payment periods listed in a Contract of less
than forty-five (45) days ftom the date of receipt of an invoice shall be
effective only to enable a Department to lake advantage of early payment
incentives and shall not subject any payment made within the forty-five (45)
day period to a penalty. The Contractor Payroll System, shall be used only for
"Individual Contractors" who have been determined to be "Contract
Employees" as a result of the Department's completion of an Internal Revenue
Service SS-8 form in accordance with the Omnibus Budget Reconciliation Act
(OBRA) 1990, and shall automatically process all state and federal mandated
payroll, tax and retirement deductions.
4. Contract Termination Or Suspension. A Contract shall terminate on the
date specified in a Contract, unless this date is properly amended in
accordance with all applicable laws and regulations prior to this date, or unless
terminated or suspended under this Section upon prior written notice to the
Contractor. The Department may terminate a Contract without cause and
without penalty, or may terminate or suspend a Contract if the Contractor
breaches any material term or condition or fails to perform or fulfill any
material obligation required by a Contract, or in the event of an elimination of
an appropriation or availability of sufficient funds for Ore purposes of a
Contract, or in the event of an unforeseen public emergency mandating
immediate Department action. Upon immediate notification to the other party,
neither the Department nor the Contractor shall be deemed to be in breach for
failure or delay in performance due to Acts of God or other causes factually
beyond their control and without their fault or negligence. Subcontractor
failure to perform or price increases due to market Fluctuations or product
availability will not be deemed factually beyond the Contractors control.
5. Written Nottee. Any notice shall be deemed delivered and received when
submitted in writing in person or when delivered by any other appropriate
method evidencing actual receipt by the Department or the Contractor. Any
written notice of termination or suspension delivered to the Contractor shall
state the effective date and period of the notice, the reasons for the termination
or suspension, if applicable, any alleged breach or failure to perform, a
reasonable period to cure any alleged breach or failure to perform, if
applicable, and any instructions or restrictions concerning allowable activities,
costs or expenditures by the Contractor during the notice period.
6. Confidentiality. The Contractor shall comply with M.G.L. C. 66A if the
Contractor becomes a "holder" of "personal data". The Contractor shall also
protect the physical security and restrict any access to personal or other
Department data in the Contractor's possession, or used by the Contractor in
the performance of a Contract, which shall include, but is not limited to the
Department's public records, documents, files, software, equipment or systems.
7. Record -keeping And Retention, Inspection Of Records, The Contractor
shall maintain records, books, files and other data as specified in a Contract
and in such detail as shall properly substantiate claims for payment under a
Contract, for a minimum retention period of seven (7) years beginning on the
first day after the final payment under a Contract, or such longer period as is
necessary for the resolution of any litigation, claim, negotiation, audit or other
inquiry involving a Contract. The Department shall have access, as well as any
parties identified under Executive Order 195, during the Contractor's regular
business hours and upon reasonable prior notice, to such records, including on -
site reviews and reproduction of such records at a reasonable expense.
8. Asslent neat. The Contractor may not assign or delegate, in whole or in
part, or otherwise transfer any liability, responsibility, obligation, duty _or
interest under a Contract, with the exception that the Contractor shall be
authorized to assign present and prospective claims for money due to the
Contractor pursuant to a Contract in accordance with M.G.L. C. 106, §9-318.
The Contractor must provide sufficient notice of assignment and supporting
documentation to enable the Department to verify and implement the
assignment. Payments to third party assignees will be processed as if such
payments were being made directly to the Contractor and these payments will
be subject to intercept, offset, counter claims or any other Department rights
which are available to the Department or the State against the Contractor.
9. Subcontracting By Contractor. Any subcontract entered into by the
Contractor for the purposes of fulfilling the obligations under a Contract must
be in writing, authorized in advance by Ore Department and shall be consistent
with and subject to the provisions of these Commonwealth Tears and
Conditions and a Contract. Subcontracts will not relieve or discharge the
Contractor from any ditty, obligation, responsibility or liability arising under a
Contract. The Department is entitled to copies of all subcontracts mid shall not
be bound by any provisions contained in a subcontract to which it is not a
party.
10, AHtrnmtive Action Non-Discrindnalion In Hlrine And Emplovnrent
The Contractor shall comply with all federal and state laws, rules and
regulations promoting fair employment practices or prohibiting employment
discrimination and unfair labor practices and shall not discriminate in the
hiring of any applicant for employment nor shall any qualified employee be
demoted, discharged or otherwise subject to discrimination in the tenure,
position, promotional opportunities, wages, benefits or terms and conditions of
their employment because of race, color, national origin, ancestry, age, sex,
religion, disability, handicap, sexual orientation or for exercising any rights
afforded by law. The Contractor commits to purchasing supplies and services
ftom certified minority or women -owned businesses, small businesses or
businesses owned by socially or economically disadvantaged persons or
persons with disabilities.
11. Indemnification. Unless otherwise exempted by law, the Contractor shall
indemnify and hold harmless the Stale, including the Department, its agents,
officers and employees against any and all claims, liabilities and costs for any
personal injury or property damages, patent or copyright infringement or other
damages that Ore State may sustain which arise out of or in connection with the
Contractor's performance of a Contract, including but not limited to the
negligence, reckless or intentional conduct of the Contractor, its agents,
officers, employees or subcontractors. The Contractor shall at no time be
considered an agent or representative of the Department or the State. After
prompt notification of a claim by the State, the Contractor shall have an
opportunity to participate in the defense of such claim and any negotiated
Page 1. of2.
COMMONWEALTH TERMS AND CONDITIONS
settlement agreement or judgment. The Stale shall not
be liable for any costs incurred by the Contractor arising
under this paragraph. Any indemnification of the
Contractor shall be subject to appropriation and
applicable law.
12. Waivers. Forbearance or indulgence in any form or manner by a party
shall not be construed as a waiver, nor in my way limit the legal or equitable
remedies available to that party. No waiver by either party of any default or
breach shall constitute a waiver of any subsequent default or breach.
13. Risk Of Loss. The Contractor shall bear the risk of loss for any Contractor
materials used for a Contract and for all deliverables, Department personal or
other data which is in the possession of the Contractor or used by the
Contractor in the performance of a Contract until possession, ownership and
full legal title to the deliverables are transferred to and accepted by the
Department.
14. Fonan Choice of Lmv And Mediation. Any actions arising out of a
Contract shall be governed by the laws of Massachusetts, and shall be brought
and maintained in a State or federal court in Massachusetts which shall have
exclusive jurisdiction thereof. The Department, with the approval of the
Attorney General's Office, and the Contractor may agree to voluntary
mediation through the Massachusetts Office of Dispute Resolution (MODR) of
any Contract dispute and will share the costs of such mediation. No legal or
equitable rights of the parties shall be limited by this Section.
IS. Contract Boilerplate Interpretation Severabtlln� Conflicts lKlis Law.
Inteeratian. Any amendment or attachment to any Contract which contains
conflicting language or has the affect of a deleting, replacing or modifying any
printed language of these Commonwealth Terms and Co'.
CONTRACTOR AUTHORIZED SIGNATORY:
Print Name: John F. Stanbrook
Title: Acting Town Manager
Date: 5/25/17
(Check One): _X_ Organization —Individual
Full Legal Organization or Individual Name: Town of Mansfield
Doing Business As: Name (If Different):
Tax Identification Number: 04-600-1209
Address: 6 Park Row, Mansfield, MA 02018
published by ANF, CTR and OSD, shall be interpreted as superseded by the
official printed language. If any provision of a Contract is found to be
superseded by state or federal law or regulation, in whole or in part, then both
parties shall be relieved of all obligations under that provision only to the
extent necessary to comply with the superseding law, provided however, that
the remaining provisions of the Contract, or portions thereof, shall be enforced
to the fullest extent permitted by law. All amendments must be executed by
the parties in accordance with Section 1. of these Commonwealth Terms and
Conditions and filed with the original record copy of a Contract as prescribed
by CTR. The printed language of the Standard Contract Form, as officially
published by ANF, CTR and OSD, which incorporates by reference these
Commonwealth Terms and Conditions, shall supersede any conflicting verbal
or written agreements relating to the performance of a Contract, or attached
thereto, including contract forms, purchase orders or invoices of the
Contractor. The order of priority of documents to interpret a Contract shall be
as follows: the printed language of the Commonwealth Terms and Conditions,
the Standard Contract Form, the Department's Request for Response (RFR)
solicitation document and the Contractor's Response to the RFR solicitation,
excluding any language stricken by a Department as unacceptable and
including any negotiated terns and conditions allowable pursuant to law or
regulation.
IN WITNESS WHEREOF, The Contractor certify under the pains and
penalties of perjury that it shall comply with these Commonwealth Terms
and Conditions for any applicable Contract executed with the
Commonwealth as certified by their authorized signatory below:
Telephone: 508-851-6435 FAX: 508-261-1083
INSTRUCTIONS FOR FILING THE COMMONWEALTH TERMS AND CONDITIONS
A "Request for Verification of Taxation Reporting Information" form (Massachusetts Substitute W-9 Format), that contains the Contractor's
correct TM, name and legal address information, must be on file with the Office of the Comptroller. If the Contractor has not previously
filed this form with the Comptroller, or if the information contained on a previously filed form has changed, please fill out a W-9 form and
return it attached to the executed COMMONWEALTH TERMS AND CONDITIONS.
If the Contractor is responding to a Request for Response (RFR), the COMMONWEALTH TERMS AND CONDITIONS must be submitted
with the Response to RFR or as specified in the RFR. Otherwise, Departments or Contractors must timely submit the completed and
properly executed COMMONWEALTH TERMS AND CONDITIONS (and the W-9 form if applicable) to the: Payee and Payments Unit,
Office of the Comptroller, 91h Floor, Otte Ashburton Place, Boston, MA 02108 in order to record the filing of this form on the MMARS
Vendor File. Contractors are required to execute and file this form only once.
Page 2, of 2.
\' COMMONWEALTH OF MASSACHUSETTS
th, Aa 1' OFFICE OF THE COMPTROLLER
5� Electronic Funds Transfer Sign Up Form
This form should be sent to a department with whom you do business.
Request type must be checked:-6Initial Request ❑ Changing Existing Account ❑ Closing Account
I,1o�y1 �-5' MOCEthereby certify that the accounts indicated on this form is under my direct control and
access; therefore, I authorize the State Treasurer as fiscal agent for the State of Massachusetts to initiate, change
or cancel credit entries to that accounts as indicated on this form. For ACH debits consistent with the
International ACH Transaction (IAT) rules check one:
N I affirm that payments authorized hereunder are not to an account that is subject to being transferred to
a foreign bank account.
❑ I affirm that payments authorized hereunder are to an account that is subject to being transferred to a
foreign bank account.
This authority is to remain in full force and effect until the Office of Comptroller has received written notification,
from either me or an authorized officer of organization of the account's termination in such time and in such a
manner as to afford CTR a reasonable opportunity to act upon it.
Vendor Bank Name:
Vendor Bank Transit Number (ABA):
Vendor Bank Account Number:
Account Type:
VENDOR BANK INFORMATION
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dl.l� Il
Filling out this field is a requirement for changing account number
Vendor Bank Old Account Number:
Account Type:
VENDOR INFORMATION
Vendor Tax Identification Number (TIN'
Vendor/Business Name:
Vendor Contact Name:
E-mail:
Telephone:
Address:
City:
This authorization will remain in effect until either canceled in writing or an updated form changing information
is sent to the Department you current do busings�ith. t)
AUTHORIZED SIGNATURE: " — 11, v
Print Name: n F Sion Y Title: vtrnl[Q tL Date.
Form forwarded to Commonwealth Department: _
Attached voided check here:
][�OCKLAND where Each Relationship Matters'
F R U S T
May 26, 2017
Phyllis Cahaly
Director of Specialized Marketing
Massachusetts Office of Travel &Tourism
10 Park Plaza #4510
Boston, MA 02116
Dear Ms. Cahaly:
This letter serves as acknowledgement that the Town of Mansfield has the following
active account at Rockland Trust Company:
Bank Name: Rockland Trust Company
Account Name: Town of Mansfield
Routing Number: 011304478
Account Number: 2959002771
Account Type: Checking
This account is capable of receiving wires. Should you need any further information,
please do not hesitate to contact me directly.
Best regards,
Meagan Rundell
Government Banking
288 Union Street
Rockland, MA 02370
Phone:781-982-6737
Fax:508-732-7901
Meagan.Rundel[@RocklandTrust.com
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Construction Estimate
(Park on Former Fales Site)
Tree cutting, removal
$
6,000
Grubbing & rough grading
$
3,000
Site shaping, grading, Installation of
$
. 15,000
underground conduit, water service
and riverstone
Fence ( Approx 70' rear porperty line) White vinyl
$
31800
Supply riverstone
$
3,600
48 tons @$75/ton
Filter Fabric
$
400
24 (3'-4') Arborvitai (furnish & install)
$
2,000
12 (6') trees & shrubs (furnish & Install)
$
3,600
Sidewalk, concrete
$
1,200
Installation
$
3,500
Lights (3) Material
$
9,900
Installation
$
3,000
Electric Service
$
5,000
Benches
$
7,000
Trash cans
$
2,700
Bike Rack
$
660.00
Sod
$
2,000.00
Total
$
72,360.00
Commonwealth of Massachusetts
EXECUTIVE OFFICE OF
HOUSING & ECONOMIC DEVELOPMENT
ONE ASHBURTON PLACE, ROOM 2101
BOSTON, MA 02108
CHARLES D. BAKER www.mass.gov/eohed
GOVERNOR
KARYN E. POLITO
LIEUTENANT GOVERNOR
JAY ASH
SECRETARY
ATTACHMENT A
Massachusetts Marketing Partnership
FY 2017 Earmarks
Introduction
The Massachusetts Marketing Partnership/Massachusetts Office of Travel & Tourism
(MMP/MOTT) will be administering your FY17 Earmark: Per line item 7008-0900 of the FY17
Massachusetts state budget.
In order to initiate your contract please read and complete the following required information.
Please be advised
I . All funding under this contract must be spent by, and all deliverables must be executed,
completed and delivered by June 30, 2017.
2. Any unexpended funds from this contract must be refunded by June 30, 2017 in the form of
a check made payable to the Commonwealth of Massachusetts.
3. The maximum contract obligation will not exceed the amount published in the line item.
4. The contractor shall submit to MMP the most recent copy of independently audited financial
statement to receive initial payment.
5. Funds provided under this contract will not be used for the purchase of alcoholic beverages.
Project Scope and Budget
A. General Information
A brief background about your organization:
The Town of Mansfield is a town with a population of 24,000 located in northern Bristol County. The Town
shares an old rail line with the Town of Notion and the City of Taunton. The rail line has been made into a
pedestrian/bike path trail that offers recreational opportunities for many urban/suburban residents. The trail
begins in downtown Mansfield where a Town -owned property taken for non-payment of real estate taxes is
now available for redevelopment as a park or recreational capstone for the hail.
B. Project Scope
Purpose of project/project description (1/2 page minimum description):
The project will redevelop a portion of the Town owned property into a park to be linked with the
Norton rail -trail system. The project will consist of the purchase of bike racks, bollards or
ornamental guard rails, turf stone pavers, river rock landscaping, benches with trash receptacles,
and various trees and shrubs in order to create a park at the beginning of the Norton rail -trail system
(please see attached sketch plan). The project will also consist of moving earth around on the site
and other site -related work as needed, The Town is also slated to complete other rail -trail site work
enhancements beyond the scope of this project to create a better rail trail experience for all users.
Mansfield's downtown has limited green space opportunities and the addition of this park will
enhance the quality of life in the Town's urban center. With other rail -trail enhancements planned
by Norton and Taunton, it is hoped that together the region can present to the public a first-class
recreational opportunity throughout Northern Bristol County. The hope is also that the park will
revitalize Mansfield's downtown area and bring more patrons to the downtown businesses.
Budget and project timeline: This project is to begin immediately upon execution of the contract
and be completed by June 30, 2017:
Line Item
Amount
Tree cutting and removal
$6,000.00
Grubbing and rough grading
$3,000.00
Site shaping, grading, installation of underground
conduit, water service, and riverstone
White Vinyl Fence (approx. 70 feet on rear
property line
$15,000.00
$3,800.00
Supply Riverstone (est. 48 tons @$75 per ton)
$3,600.00
Filter fabric
$400.00
24 (3-4ft) Arborvitae (purchase & install)
$2,000.00
12 (0) trees and shrubs (purchase and install)
$3,600.00
Sidewalk (concrete with install)
$4,700.00
3 lights (material only)
$7,900.00
Total (equal to contract amount) 1 $50,000.00
Additional amounts to be paid for by the Town of Mansfield: (if estimates are favorable on the
above amounts, the following items will be purchased additionally with the state earmark funds in
the order specified up to the $50,000 limit). If the estimates above are unfavorable, the Town will
purchase the items listed below with Town funds and make up any difference in actual versus
estimated costs on the above items):
3 lights (material and installation)
$5,000.00
Electric Service
$5,000.00
Benches
$7,000.00
Trash Cans
$2,700.00
Bike Racks
$660.00
Sod
$2,000.00
Total project Mansfield funds
$22,360.00
Total Project all funds = $72,360.00
On May 30, 2017, the Mansfield Capital Improvement Planning Committee voted to add up to an
additional $30,000.00 in Town funds to complete this project in fiscal year 2017.
C. Reimbursement
50% of the grant will be distributed upon execution of the contract.
Additional allocations will be made on a cost reimbursement basis. Cost reimbursement requests
may be submitted once a quarter upon execution of the contract until the contract is billed out.
Q3 January — March
Q4 April — June
Accounts Payable — Last bill due by July 15`h for costs incurred before June 30`h
The cost reimbursement request form is attached.
D. Reporting Requirements
YEAR-END REPORT:
All Earmark Recipients must submit a report specifically addressing all elements of the budget at the
conclusion of the initiatives, events and/or activities with their final invoice.
The report shall include quantifiable information such as: job creation, jobs retained, economic impact,
return on investment, number of businesses/visitors served or trained and relevant statistics and any
marketing programs implemented.
The FY 17 Year -End Financial and Program Update Report should be sent to:
Phyllis M. Cahaly, CMD
Director of Specialized Marketing
Massachusetts Office of Travel & Tourism
10 Park Plaza
Suite 4510
Boston, MA 02116
Email: Phyllis.cahaly@state.ma.us
Phone:617-973-8509
Over $10K