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HomeMy WebLinkAbout20240605102901964MASSDOT STANDARD CONTRACT FORM 1 This form is Issued and published by the Massachusetts Department of Transportation (MassDOT or Department). Any changes to the ogxdal printed language of this form shag be vold. Additlonai non -conflicting terms may be added by Attachment. Contractors may not require any additional agreements, engagement letters, contract forms mother additional terms as pad of Ibis Contact whhout prior Department approval. Click on hypedinks for definitions, Instructions and legal requirements that are incorporated by reference into this Contact. An electronic copy of this form is available at www.mass.ri part under Guidance For Vemkmr -Forms orwwwmass ovg /osd under OSD Forms. CONTRACTOR LEGAL NAME: TowrofManstleld DEPARTMENTNAME: Massachusetts Department of Transportation Treasurer 1MMARS Department Code: DOT (and dAda): Legal Address: (W41, W4,TSC): 8 Park RowMansBeld, MA 02048 Business Mailina Address: 1 Harborslde Drive, Ste.205N, East Boston, MA 02126 Contract Maneaer. Robert E. Welch Jr. Blllino Address (Ndifferent): ENail: eirportmanager®mansfieldma.com C ntrect Nana ef•. Thomas Mahoney Phone: 500-33MODI Fax:50g337.8066 •Mail: thomas.mahoney@Stale.ma,us Contractor Vendor Code: VC6000JOIS67 Pone: 617-412J676 1 Fax: 61P412.3679 Vendor Code Address ID(e.g."ADOOV): AD001 MMARSDoc IDis): CTOOT1300191BI)FULNEW (Note: The Address Id Must be set up for EFT payments,) RFR/Procunmentor. OtherlDNumber:: 10100FULNEW X NEW CONTRACT _ CONTRACT AMENDMENT PROCUREMENT OR EXCEPTION TYPE: (Check one option only) EnlerCufrent Contract End Date Pdarto Amendment:.20_ _ Statewide Contracl(OSD or an OSD-designated Department) Enter Amendment Amount: $_(or'no changey Collective Purchase (Attach OSD approval, scope, budget) AMENDMENT TYPE; (Check one option only. Attach details of Amendment changes.) x Department Procurement(includes State or Federal grants 815 CMR 2001 _Amendment to Scope or Budget (Altech updated scope and budget) - supporting documentation) _Ememencv Contract (Attach justification fofemetgency, scope, budget) (mergeAttach RFR. and Response orotherpron for emergency. _ Interim Contract (Attach justification for Interim Contract and updated scepePoudget) _ Contract Employee (Attach Employment Status Fenn scope, budget) _ Contract Employee (Attach any updates to scope or budget) _ LeoislativelLenal or Omer: (Attach sulhorizmglanguage4ustificellon, scope and _ Leaislativalteaal or Other: (Attach authorizing Ianguagertustification and updated budget) scopeandbudgel) The following MassDOT TERMS AND CONDRIONS (TSC) has been executed, filed with CTR and Is Incarporated by reference into this Contract. _L MossDOT Terms and Conditions _ Commonwealth Terms and Conditions For Human and Social Services COMPENSATION:. (Check ONE option): The Department codifies thatpaymenls for authorized performance accepted In accordance with the leans of this Ccm mcl will be supported in the stale accounting system by suffident appropriations or othernon-appropdeled funds, subject to Intercept for MossDOT/Commonweolth owed debts underOiS CMR 9.00. —Rate Contract (No Maximum Obligation.. Attach delai s of all rates, units, calculations, conditions orterms and any changes grates or farms are being amended.) X_ Maximum Obligation Contract! Enter Total Maximum Obligation for total duration of this Contractor new Total N Contract is being amended).$18,658.22 PROMPTPAYMENT DISCOUNTS IPpO): Commonwealth payments are lamed through EFT 45 days from Invoice fecelpl. Contractors requesting accelerated payments must Identify a PPD as follows: Payment Issued within 10 days _% PPO; Payment Issued within f5 days _ % PPD; Payment Issued wiWn 20 days _ % PPD; Payment issued within 30 days _% PPD. II PPD percentages are leg blank, Identify reason:) agree to standard 45 day cycle slaluloryllegal or Ready Payments .(GL. c. 20: G 23,�; _ only initial Payment (subsequent Pavournis scheduled to support standard EFT 45 day payment cycle. See. PMMDI Pay Discounts Poli BRIEF DESCRIPTION OF CORTRACT PERFORMANCE: or REASON FOR AMENDMENT: (Enter the Contract lide, purpose, fiscal year(s) and a detailed description of the scope of performance orwhal is being amended for a Contract Amendment, Attach all supporting documentation and Justifications) Replace Fuel Pump plus additional cost of $727,52 ANTICIPATED START DATE: (Complete ONE option only)The Department and Conlrectorcertify for Nis Contract, or Contract Amendment, that Contact obligations: _X 1. maybe Incurred as of the Effective Date (latest signature dale below) and D.4 obligations have been hearted gdor to the Effective Date. _ 2. maybe Incurred as of_, 20_, a dale LATER than the Effective Date below and no obligations have been Incurred gtlor to the Effective Date. _3.were incurred as of 2q_, a date PRIOR to Ore Effective Date below, and the parties agree that payments for any obligations Incurred prior to the.Effeas Date are authorized to be made either as settlement payments or as authorized reimbursement payments, and Owl the details and circumstances of all obligations under this Contract are attached and in rated into Oft Contract Aocetance ofinayments loreverroleasesthe Commonwealth and MassDOT from further claims related to these obligations. COWMCTENODATE: Contractpedamorm shall terminate as of June30,2019 with no new obligations being Inured afterthis date unless the Contract is properly amended, provided that the terms of this Contract and performance. mpacatiohs and obligations shag survive Its termination for the purpose of resolving any claim or dispute: for completing any negotiated terms and warranties, to allow any dose oat or transition performance, reporting, Invoicing of final payments, orduring any lapse between amendments. CERTIFICATIONS: Notwithstanding verbal or otherrepfesenlotions by the parties, the "Effective Date" of this Contract or Amendment shell be the latest data that this Curbed or Amendment has been executed by an authorized signatory of the Contractor, the Departs miter a later Contract or Amendment Start Date specified above, subject to any required approvals. The Contractor makes all codifications: required under the attached Contractor Certifications (incorporated by reference If not attached herelo) under the paths 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 preowdenoe, tm MassDOT Terms and Conditions, this Standard Contract Form including the Instructions and Contractor Cemficatiens, the Request for Response (RFR) or other solicitation, the Contreclofs Response, and additional negotiated terms, Provided that additional negotiated terms will lake precedence over the relevant terms in the RFR and the Contractors. Response only if made using the process oullined In 801 CMR 21,07. Incorporated herelo,.. ad that any amended RFR or Response leans result in best value. lower costs, or a more Cost effective ConIMCL AUTHO I GNATURE CO OR: AUTHORIZING SIGNATURE FOR MassDOT: X: Date: X: Dale: gnatureard teM st Be Hendwdtte Time of Signature) (Signature and Date Must Be Handwritten At Time of signature) Print Name: William Welker Print Name: Jeffrey DeCado Print Title: Chairman Print Title: Administrator (Updated 3/21/2014) Page 1 of 5 MASSDOT STANDARD CONTRACT FORM INSTRUCTIONS AND CONTRACTOR CERTIFICATIONS The following Instructions and terms am Incorporated by reference and apply to this Standard Contract Form. Text that appears underlined Indleales a'hypedlnk' 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 hyperlds 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 Contacim's W9 or Wd Form (Cooled Employees only) and the MassOOT Tens and Conditions If Contractor also has a'doing business as' (dlhfa) name, BOTH [he legal name and the'dlble name most appear in this section. Contractor Legal Address: Enter the Legal Address of the Contractor as it appears on the Contracloes W-9 or W4: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 HR/CMS for Contract Employee). Contractor Contract Manager: Enter the auffirmbed Contract Manager who Wit be responsible for managing the Contract. The Contract Manager should be an Authorized Signatory or, at a minimum, a person designated by the Contractor to represent the Contractor, receive :legal notices and negotiate ongoing Contract .issues. The Contract Manager is considered 'Key Personnel' and may not be changed without the prior written approval of the DepaMent. if the Contract Is posted on.COMMBUYS, the name of the 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 multiyear procurement or grant program.) PROCUREMENT OR EXCEPTION TYPE: Check the appropriate type of procurement or exception for this Cooked. Only one option can be selected. See State Finance Law and General Reoultements, Acoulsidon Policy and Fixed Assets the Commodities and Services Polley and the Procurement Information Center (Department Contract Guidances for details. Statewide Contract (OSD or an OSO•designated Department). Check this option for a Statewide Contract under OSD, or by an 080designated Department. Collective :Purchase approved by OSD. Check this option for Contacts approved by 080 for collective purchases through federal, slate, local government or other entities. Department Contract Procurement. Check this option for a Department procurement Including slate grants and federal sub -grants under'815 CMR 2.00.and Slate Grants and Federal Subararts Polkv, Departrnentei Master Agreements (MA).. II mul9-0epertment user Contract, Identify mull -Department use is allowable In Brief Description, Emergency Contract, Chock 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 a mandated serAces or whenever the health, welfare or safety of dienls or other persons or serous damage to property is threatened. Contract Manager must be included in the Contract on CONIMBUYS. Contract Employee. Check this option when the Department requires theperformance of Contractor E•Mail AddresslPhone/Fax; Enter the electronic mail (e-mall) address, an Individual Commcor, and when the planned: Contract performance with an Individual phone and fax number of the Contractor Contract Manager. This Information must be kept has been classified using the Employment Status Form (Prior to the Contactors selection) current by The Contractor to ensure that the. Department can contact the Contractor and as work of a Contract Employee and not that of an Independent Contractor. provide any. requiredlegal notices. Notice received by the Contract Manager (with LogislaltvelLegal or Other. Checkthis option , when legislation, an existing legal confirmation of school receipt) through the listed address, fax number(s) or electronic mail obligation, prohibiliopor other circumstance exempts or prohibits a Contract from being address will meal any written legal notice requkements. competitively procured, or identify any other procurement exception notalready listed. Contractor Vendor Code; The Department must enter the MMARS Vendor Code Legislative'eammrke exempt the Contract solely fromprocurement requirements, and all assigned by the Commonwealth. If a Vendor Code has not yet been assigned, leave this other Contract and state finance laws and policies apply. Supporting documentation must space blank and the Department will complete this section when a Vendor Code has been be attached to explain and Justify the exemption. assigned. The Department is responsible under the Vendor File and W-9sPolia for CONTRACT AMENDMENT (Right Side of Form) verifying with authorized signatories of the Contractor, as pad of contract execution, that the name, address and Federal Tax Identification Number (TIN) in the Conrad Complete this section la any Contract being renewed, amended or to continue a lapsed en ts match the stale accounting system. documents Contract. All Contracts with available options to renew must be amended referencing the Vendor Code . Address ID: (e.g., 'AD001 j The Department must enter the MMARS original procurement and Contract doe ids, since all continuing contacts must he maintained in the same Contract Re (even If the underlying appropriation changes each Vendor Code Address Id identifying the payment remiffance address for Contact fiscal year.) 'See Amendments. Suspensions and Teimineaon Polxv.) payments, which MUST bent up for EFT payments PRIOR to the fire[ payment underthe Contract in accordance with the 819 Pavino and Vendor file and W-9:polides. Enter Current Contract End Date; Enter the termination dale of the Current Contract COMMONWEALTH DEPARTMENT NAME; Enter the full Department name with the eanY passed. (Note: d In M Sled Dale is not beingamended, even if this date has already requested since this date does not change and is already recorded In MMARS,) authority to obligate funds encumbered for the Contact. Emlaximuter Amendment Amount: the or decrease to Amendmentts Commonwealth MMARS Alpha Department Code: Enter the three letter MMARS E no chaamound gefof no changefor Rana If c Obligation Ckindly Code assigned to this Commonwealth Department in the slate accounting system, AMENDMENT the 4 being done. Documentation AMENDMENT TYPE: Identify the type of Amendment being done, Department Business Mailing Address: Enter the address where all formal the endmento updates to performance and budge) mud be Coached. Amendment to correspondence to the Department must be sent. Unless otherwise spedged In the Scsupportingeor Budget. Check this option when renewing a or any d Contract, legal notice send or moafved by the Department's Contract Manager (with amendment ael change' in Contact terms) even s lagrd, Amen a e Contract Cmmred has lapsed. The confirmation of actual receipt) through the listed address, fax number(s) or electronic mall egoti c pa games may negotiate a change In any element of Contact or cool identified address for the Contract Manager w ill meet any requirements for legal nonce, In the RFR or the Contactors response whltm results In lower costs, or a more card - lower cuts, Department Billing Address: Enter the Billing Address oremag address if invokes must affective arbeoer value performance than was presentedin the originalselected response, be sent to a different location. Billing or confirmation of delivery of performance Issues provided the negotiation results In a better value within the scope of the RFR then what should be resolved through the listed Contract Managers. was proposed by the Contactor in the original selected response. Any "meledar change Department Contact Manager: Identify the authorized Contract Manager who will be in the Contract terms must be memorialized In':a [am] Amendment even If a responsible. for managing. the Contract, who should be an authorized signatory or an coneaponding MMARS transaction is not needed to support the change. Additional employee designated by the Department to represent the Department to receive legal negotiated terms YA take precedence over the relevant terms N the RFR and the nooses and negotiate ongoing Contract issues. Contactors Response only it made :using the process oul8ned In 801 CMR :21.07 Department E-Mail AddresslPhoradFax:. Enter the electronic mail (e-mail) address, Incorporated herein, provided that any amended RFR or Response terms result In best phone and fax number of the Department Contract Manager. Unless otherwise specified in Value, lower costs. or a mom cost effective Contract..' the Contract, legal notice sent or received by the Contact Manager (with confirmation of Interim Contracts. Check this option for an Interim Conhect to prevent a lapse of Contact actual moalpl) through the listed address, fax numbers) or eleaonlc man address will performance whenever an existing Contract is being re -procured but the new: procurement meal any requirements for wdoen notice under the Contract, has not been completed, to bridge the gap during Implemantalion between on expidrg and MMARS Document ID(s); Enter the MMARS 20 character encumbrance bonsec0w a new procurement, or to contactwith an Interim Contractorwhena current Contractor is number associated with this Contact which must remain the some fa the Ice of the unable to complete fug performance under a Contract. Contract. If multiple numbers elitist fathls Contract, Identify all Doc Ids. Contract Employee. Check this option when the Department requires a renewal or other RFR/Procurement. or Other lD Number or Name: Enter the Request for Response amendment to the performance of a Conrad Employee. (RFR) or other Procurement Reference number, Contract ID Number or other LeglslativelLagal or Other. Check this option when legislation, an existing legal re(erenceArecki g number for this Contract or Amendment and will be entered Into the obligation, prohibition or other circumstance exempts or prohibits a Contract from being Board Award Field in the MMARS encumbrance transaction for this Contract. competitively procured, or identify any other procurement exception not already listed. NEW CONTRACTS (left side of Form): Legislative'eammrks exempt the Contract solely from procurement requirements, and all other Contract and slate finance laws and policies apply. Attach supporting documentation to explain and justify the exemption and whether Contactor selection has been publicly (Updated 3/2112014) Page 2 of 5 MASSDOT STANDARD CONTRACT FORM posted. CONTRACT END DATE MASSDOT TERMS AND CONDITIONS The Department must enter the date that Contract performance will terminate. If the The MassDOT Tom and Conditions has been executed by the Contractor and is Contract is being amended and the Contract End Date Is not changing, this date Incorporated by reference into this Conrad. This Form Is signed only once and recorded must be re-entered again here. A Contract must be signed for at least the Initial duration on the Venda Customer File(VCUST). See Vardar File and W-9s Policy. but not longer than the period or procurement gated in the RFR, or other solicitation COMPENSATION documan{ (i applicable). No now performance Is allowable beyond the end dale without Identify if the Contract Is a Rate Contract (with no stated Matdmum Obligation) or a an amendment, but the Department may allow a Contractor to complete minimal dose out performance obligations 9 substantial performance has been made prior to the termination Maximum Obligation Contract (with a stated Maximum Obligation) and identy the date of the Contract 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 stale finance law, and CTR may adjust encumbrances and payments Obligation mud reflect the total funding fa the dales of service under the contract, In the elate accounting system to enable final dose out payments. Performance dales are including the Amendment amount if the Contact is being emended. The Maximum subjectlo G.L.c.4.69. Obligation mud match the MMARS encumbrance. Funding and allotments mud be CERTIFICATIONS AND; EXECUTION verified as available and encumbered prior to Incurring obligations, If a Cooked Indudes both a Maximum Obligation component and Rate Contact component, check off both, See Department Head Signature Authorization Policy and The Contractor Authorized specific.Maxtnum Obligation amounts or amended amounts and Attachments must dearly Slonatory Usfing rcrpolicies on Contactor and Department signatures. outline the Contract breakdown to match the encumbrance. Authorizing Signature for Contractor/Date: The Authorized Contractor Signatory must PAYMENTS AND PROMPT PAY: DISCOUNTS (In their own handwriting and In Ink) sign AND enter the dale the Contract is signed. See Payments are processed within a 45 day payment cycle through EFT in accordance with section above under 'Anticipated Contract Start: Dale". Acceptance of payment by the Contractor shalt waive any right of the. Contractor to: claim the ContradlAmendmenl Is not the Commonwealth Rig Paying Pal icv for investment and cash flow, purposes. Departments may NOT negotiate accelerated payments and Payeas.am NOT entltisd to valid and the Contractor may not void the Contract. Rubber stamps, Typed or other i accelerated payments UNLESS a prompt payment discount (PPD) is provided to support payment appoors to supportynient, nt (PPID)ings Images are not acceptable. Proof of Contactor signature authorization on a Contractor Authorized Signatory Listing may be required by the Department if not already on Ne. the Comtedpayents UNLESS ecount ses throvideis e or unless a payments is :legally mandated to be made In less than 45 days (e.g., Contractor Norma Riie: The Contractor Authored Signatory's name end title must construction contracts. Ready Payments under G.L.c. 29, s. 23A1. See. Prompt Pa v appBariegibly as It appears on the ContractorAuthorized Signatory Listing. Discounts PPolicv. PPD. are Identified as a percentage discount which will be automatically Authorizing Signature For Oeparhnentitiate: The Authorized Department Signatory deducted when an Accelerated payment Is made. Reduced contracts. fates may not be must (in their own handwdtng and in Ink) sign AND enter the data the Contract is signed, negotiated to replace a PPD. If PPD fields are left blank. please Identify that the Contractor See section above under'Anticipaled Stan Date. Rubber stamps, typed or other agrees to the standard 45 day cyder a staluloryllegal exemption such as Ready Payments Images are not accepted. The Authorized Signatory must be: an employee within Me (G.L. C. 29 4 23A1; or only an initial awderalad payment for retmbursemenls or startup Department legally responsible for the Contract. See Oeouanenl Head Signature costs for a grant with subsequent payments scheduled to support standard EFT 45 day Authorization. The Department must have the legislative funding appropriated for all the payment cycle. Financial hardship Is not a sufficient to accelerate cash flow for goals of this Contract or funding allocated under an approved Interdepartmental Service al payments under a Contract. initial grant or contract payments may be accelerated for Agreement (ISA). A Department may not contract for performance tobe delivered to of by the first invoice or Initial grant installment, but subsequent periodic installments or invoice another state department without specific legislative authorization (unless this Contract is a payments should be scheduled to support the. Payee cash How needs and the standard 45 Statewide Contact). For Contacts requiring Secretarial signoff, evidence of Secretarial day EFT payment cycle in accordance with the Silt Paying Policy. Any accelerated signor must be included in the Contract file. payment that does not provide for a PPD must have a legaljusgHcallon in Contract file for Department Name ITlie: Enter the Authorized Signatory's name and title legibly. audit purposes explaining why accelerated payments were allowable without a PPD. CONTRACTOR CERTIFICATIONS AND LEGAL REFERENCES BRIEF DESCRIPTION OF CONTRACT PERFORMANCE Notwithstanding varied or other representations by the parties, the "Effective Date" of this Enter a brief description of the Contract performance, project name mayor other identifying Contract or Amendment shall be the latest date that this Contract or Amendment has bean information for the Contract to specifically identify the Contract performance, match the executed by an authorized signatory of the Contactor, the. Department, or a later Conrad Contract with agachmenls, delermme the appropriate expenditure code (as listed In the or Amendment Start Date specified, subject to any required approvals. The Contactor Expenditure. Classification Handbook) or to Identity or clarify Important Information related makes all certifications required under this Contract under the pains and penalties of to the Contract such as the Fiscal Year(s) of performance (ex. 'FY2012' or'FY2012d41. perjury, and agrees to provide any required documentation upon request to support Identify settlements or other exceptions and attach more detailed jusification and compliance, and agrees that all terms governing performance of this Contract and doing supporting documents. Enter'Multl•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 cadres and agrees that Merely singing 'sea atached' 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 The Depmendnt and Connector The Department and Contractor must cediy WHEN obligations under Nis compensation. The Contact should detail all MassDOT:deliverable$ and ownership rights and any Contactor proprietary rights. Cony Options is the default option when performance may begin as of the Effective Date (latest signature date and any required approvals). If Oualigcations. The Contractor coNfiesillsqualiied and shallatall dates remain qualified the weal now Conrad or renewed to begin) the upcoming fiscal year lean gal to perform this Conrad; that performance shall be timely and meal or exceed industry surds for the performance required, Including obtaining requislte flcenses, fiscal s In the Brief Description section. In the fiscal year(s) fax.. ncu*FYm bra es 'FYct the default Performance sleds and anarnNrenr»s reflect Nor default Effective Dale (if no FY is gated) reglstraibns, permits, resources for performance, and :sufficient professional, liability; and or the later FY start date (if a FY Is listed). Use Option 2.only when the Conked will be aNer appropriate Insurance to cover the performance. If the Contractor Is a business, the Contractor certifies that 11 Is listed under the. Secretary of SfaWs websire as licensed to do signed wall in advance or the start date and rdenily a specific future stag date. Do noluse business In Massachusetts, as required by law. Option 2 for a fiscal year start unless it Is certain Net the Contract will be signed prior to year. Option 3 la used Ilieu the Settlement and Release e when the Business Ethics and Fraud, Waste and Abuse Prevention. The Contractor certifies thatfiscal ncuorm Incurred ContacgAmendmenl is signed late, and obligations have steady been ed by the performance under this Contract, In addition to imaging p g the terms of the Contract, v411 be Contractor prior to the Effective Dale for which the Department has either requested, made using ethical business standards and good stewardship of taxpayer and other public accepted or deemed legally eligible for reimbursement, and the Conked includes rending and resources to prevent fraud, waste and abuse. supporting documents justifying the performance or proof of eligibility, and approximate Collusion, The Contractor codifies that this Contract has been offered In good faith and costs. Any obligations Incurred outside the scope of the Effective Dale under any Option wihoul collusion, road 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 Contact and upon payment to the Contractor will release rejection or disqualification of a Response or termination of this Conrad. the Commonwealth and MassDOT from tither 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 pedomance and compliance to the Department and officials listed under Executive Order abject codes as the Contract payments. Performance dates are subject to G.L. cA. 6 9. 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 5 MASSDOT STANDA under this Contract or such longer period necessary for the resolution of any litigation, claim, negogalfon, 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 oonfidenfialgy or bade secret proledions solely for viewing but not retaining documents. Routine Contract performance compliance reports or documents related to any alleged breach or allegation of non-mmptiance, fraud, waste, abuse or collusion may be provided electronically and shag be provided at Contractors own expense. Reasonable costs for copies of non -routine Contract related records shall not exceed the fates for public records under 950 C.M.R. 32.00. Debarment. The Contractor certifies that neither it am 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. 00.4 39R, G.L. c.149. 8 27C, G.L. c.149. S 44C, G.L. c.149. 6146B. and G.L. c. 152, s. 25C Applicable Laws. The Contractor shall comply Win .all applicable stale laws and regulations Including but not limited to the applicable. Massachusetts General Laws; the Official Code of Massachusetts Reaulmons: Code of MAk"Mecens aemaAne�a WAM);.815 CMR 2.00 (Grants and Subsidies); 808.0 R and Auditing for Human And Social Services); AICPA Department records under G.L. c. 88A; and the Invoices. The Contractor must submit invokes in accordance with the forms of the Contract and the GommortWeaith 801 Paving Poppy 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 15„ for performance made and received (goods delivered, services completed) prior to June 300, In order to make payment for that performance prior to the dose of the fiscal year to prevent reversion of appropriated funds, :Failure to submit timely Invoices by August 15e or other date listed in the Contract shall authorize the Department to issue an estimated payment based upon the Deparlmenfs determination of performance delivered and accepted. The Contractors acceptance of this estimated payment releases the Commonwealth and MassDOT from further claims for these Invoices. If budgetary funds revert due to the Cmdmcloes folnre to submit timely foal Invokes, 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. a29.§ 26, § 27 and § 29, Departments are required to expend funds only for the purposes set forth by the Legislature and within Die funding limits established through appropriation, allotment and subsidiary, Including mandated afotrnent 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 suffidenl non -appropriated available funds. Any oral or written represenlagons, commitments, or assurances. made by the Department or any other Commonwealth rspresenfolive are not binding. The Commonwealth and MassDOT have no legal obligation to compensate a Contractor for performance that Is not requested and Is Intentionally delvered by a Contactor outside the scope of a Cooked. Contractors should verf funding prior to beginning performance. Intercept. Contractors may be registered as Cuslomers In the Vendor toe tithe Contractor owes a Commonwealth debt. Unresolved and undisputed debts, and overpayments of Contact payments that are not reimbursed timely shall be subjad to Intercept pursuant to G.L. c. 7A. s. 3 and 816 CMR 9.00. Contact overpayments wit be subject to Immediate Intercept or payment offset The Contractor may not penalize any state Department or assess fete fees, cancel a Contract or other services it amounts are intercepted or offset due to momprieni of an overpayment, oulatani ing lazes, chid support, other overdue debts a Contract overpayments. under the palms and penalties of perjury G.L. c. 62C. a. 49A; compliance with all State tax law$, reporting of employees and contractors, withholding and ramming of cox wilhhddings and chid support and Is In good standing with respect to all state taxes and returns due; reporting of employees and contractors under L c 62E withhold! and roman child s d Induct GL RD CONTRACT FORM services are mqured to Identity any potential conflict with representation of any Department clientin accordance with Massachusetts Board of Bar Overseers (BBO) rules. Federal Anti -Lobbying and Other Federal Requirements. If receiving federal funds, the Contactor certifies compliance with Island anlMobby nq requirements including 31 USC j35T, other federal reouirements; Exewtive Order 11248: Air Pollution Acl; Federal Water Pdluflon Control Act and Federal Emoloyment Laws. Protection of Personal Data and Infomnadon. The Contactor certifies that all steps will be taken to ensure the security and confidengality of all CormmmaealthlMassDOT data for which the Contender 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 Contactor is required to comply with G.L. c. 93 for the proper disposal of ail paper and electronic media, backups or systems containing personal data and Information, provided further that the Contractor Is required to ensure that any personal date or Information trensmttled electronically a througha portable device be properly encrypted using (al a minimum) Information Technology Division IITD) Prolaction of Sensitive Information provided further that any Contractor having access to credit card or banking Information of ComnronwealthedassOOT customers. corollas that the Contactor is PCI compliant in accordance with The Payment Carl Industry Council Standards and shall provide confirmation compliance during the Contract, provide farther that the Contractor shall immediately nobly the Department In the event of any security breach including the unauthorized access, disbursement, use or disposal of pummel date or Information, and In the event of a secondly breach, Oka Contractor shall cooperate fully with the CommonweaigdMassDOT and provide access to any Information necessary for Via CommonwealthNassDOT to respond to the wearily breach and shall be fully responsible for any damages associated with the Contractors breach including but not limited to G.L. nc. 214, s.3B. Corporate and Business Filings and Reports. The Contractor cargoes compliance with any corthkaflon, fling, reporting and service of process requirements of the. Secretary or 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 forelgn entity). Employer Requirements. Contractors that are employers cergty compliance with applicable slate and federal employment laws or regulations, IndudkV but not limited to Purchasing Program SBPP, created pursue but not i Order or any See also MCAD Of n 119A. s: 12; TIR 05-11: New Independent Contractor Provisions and applicable L Unallagon of Liability for Information Technology Contracts (and other Contracts as Bankruptcy, Judgments, Potential Structural Changes, Pending Legal Matters and Authorized). The Information Technology Mandatory Soecificallons and the ITAcauldon Conflicts. The Conbeclorcedffiesit has not been in bankmplcyand/orreceNershtp within Access131111y Contract Larwume are incorporated by reference into Information Technology The last three calendar years, and the Contractor cerOBes that it will immediately notify the Contacts. The following language will apply to Information Technology contracts in the Department In writing at least 45 days prior to filing for bankruptcy andror racelverehlp, U01, UO2, UO3, U04, UD5, UOO, U07, U08, U09, U1O, U76, U98 object codes in the any potential structural change In he organization, or if there is. any risk to the solvency of Expenditure Classification Handbook or other Contracts as approved by CTR or OSD. the Contractor Net may Impact the Contractors ability to timely fulfill the terms of this Pursuant to Section I I. Indemnf0catlo a of the MasoDOT Terms and Conditions, the term Contract or Amendment. The Contractor certifies that at any time during the period of the 'other damages shag Include, but shall not be limited to, the reasonable costs the Contract the Contractor is required to affimntively disclose In writing to the Department CammanweaWirMassDOT incurs to repair, return, replace or seek cover (purchase. of Contract Manager the details of any judgment, criminal conviction, investigation or litigation comparable substitute commodiges and services) under a Contract. 'Other damages* shag pending against the Contractor or any of its officers, directors, employees, agents, or not include damages to the CommomvealNlMassDOT as a result of third parry claims, subcontractors, including any potential conflicts of interest of which the Contractor has provided, however, that the foregoing in no way limits the Commonwealth's or MassDO rs knowledge, or learns of during the Contract tem. Law firms or Attorneys providing legal fight of recovery for personal injury or property damages or patent and copyright (Updated 3121/2014) Page 4 of 5 MASSDOT STANDARD CONTRACT FORM Infringement under Section 11 nor The Commonwealth'afMassDOl s ability to join the contractor as a third party defendent. Further, the ten 'other domages'sholl not Include, and in no event shall the contractor be gable for, damages for the Commonwealth's or MassDOrs use of contractor provided products or services, loss of Commonwealth or Massnors records, or data (or other intangible property), loss of use of equipment, lost revenue, lost savings or lost profits of the Commomveallh or MossOOT. 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 If sets forth the contractors entire liability under a Contract. Nothing in this section shall limit the Commonwealth's or MassDOrs ability to negotiate higher Initiations of BabiGry in a particular Contract, provided Net any such limitation must specifically reference Section I of the MassDOT Terms and Conditions. In the even) the limitation of liability conflicts with accounting standards which mandate that there on be no cap of damages, the Mellon shall be considered waived for that audit engagement. These tens may be applied to other Con6acls only with prior wififien confirmation from the Operational Services Division or the 0160e of the Comptroller. The terms In this Clarification may not be modified. Northern Ireland Certification. Pursuant to G.L. a. i s. 220 for state agencies, shale oulhod6es, the House of Representatives or (he. stale. Senate,: by signing this Contract the Contractor certifies that It does not employ ten or more employees In an argon or offer facility in Northern Ireland and If the Contractor employs ten of mom employees In an office or other facility located in Northern Ireland the Contractor certifies that 0 does not discriminate in employment, compensation,. or the terms; contli0ons andprivileges of employment on account of religious or polities) belief; and It promotes. religious tolerance within the work place, and the eradication of anymanifestations of refighms and other illegal discrimination; and the Contractor Is not engaged In the manufacture, distribution or safe of firearms, munitions, including rubber or plastic bullets, tear gas, armored vehicles on military almdaft for use or deployment in any activity In Northern Ireland, Pandemic, Disaster or Emergency Performance. In the event of a serious emergency, pandemic or disaster outside the control of the Department, the Department may negotiate emergency performance from the Contractor to address: the Immediate needs of the MassOOTeven If not contemplated under the original Contract or procurement. Payments are subject to appropriation and other payment terms. Consultant Contractor Certifications (For Consultant Contracts 'HH' and 'NN' and 'U05' object codes subject to G.L. Chapter 29 s 29A). Contractors must make required disclosures as pad of the RFR Response or using the.Consultanl Contractor Mandatory Submission Form. Attorneys. Attorneys or firms providing legal services or representing MossDOT 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 edslng under the Contract, Subcontractor Performance. The Contractor certifies full responsibility for Contract Performance. Including subcontractors, and that comparable Contract terms will be Included In subcontracts, and that the Department will not berequired to directly or Indirectly manage subcontractors or have any payment obligations to subcontractors EXECUTIVE ORDERS For covered Executive slate Departments, the Contractor cedillas oomplance with applicable Executive Ordem:(see also Massachusetts Executive Ordersl, Including but not limited to the specific orders listed below. A breach during period of a Contract may be considered a material breach and subject Contractor to appropriate monetary or Contract sanctions. ..,,,,,,,,.-..w aaa„va H, wapa,urwma, mwmuna, WORM, aureaUS, ens ottIONO now existing and hereafter established, by signing this Contract the Contractor certifes under the pains and penalties Of Perjury that they shall not knowingly use undocumented workers in connection with the: pedormance of this Contract thal, pursuant to federal requirements, shall verify the Immigration status of workers assigned to a Contract without engaging in unlawful discriminator; and shall not knowingly or recklessly alter, falcly, or accept shared or falsified documents from any such worker Executive Order 130. An6-Bovcoll. The Contractor warrants, represents and agrees Nat 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 § 999(b)(3)- M, and IRS Audit Guidelines Boycotts) or engages In conduct declared to be unlawful by GL. c. 151E: s 2. A breach In the warranty, representation, and agreement contained in this paragraph, without Inviting such other rights as it may have, MassDOT and the Commonwealth shall be entitled to rescind this Contract, As used herein, an affiliated company shall be any business amity of which at least 51% of the ownership interests are directly or indirectly owned by the Contractor or by a person or persons or business entity or entitles directly or indirectly owning at least 51% of the ownership interests of the ConMdor, or which directly or Indirectly owns at least 51% of the ownership Interests of the Contractor. Executive Order 346. Hiring of State Employees By Stole contrago Contractor certifies compliance with both Ne confilot of Interest law G.L. c. 266A soedfically s 5 fig and this order, and Includes limitations regarding the hiring of slate employees by private companies contracting with Ne Commonwealth/MassDOT. A privatization contract shall be deemed to Include a specific prohibition against the hiring at any time during the term of Contract, and for any position In the Contraclols company, any stale 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, snider the supervision or oversight of performance under the Contract. Execullve Order 444. Dtsdosure of Family Regilknshlas with Other State Employee . Each person applying for employment (including Contract work) vdhln [he. Executive Branch under the Governor must disclose in MORE the names of all Immediate family related to Immediate family by marriage who serve as employees or elected Melee of the Commonwealth. All disclosures. made by applicants hired by the Executive Branch under the Governor shall be made available for Public fnspedlon to the extent permissible by law by the official with whom such disclosure has been glad. For 3H, and personal data, as defined in G.L, C. 66A, owned or controlled by Department agencies, or access to agency systems containing each information orein collectively "pareonal infortnaGon7), Contractor certifiesunder the pains and of perjury that the Contractor (1) has read Commonwealth of Massachusetts Older 504 and agrees to protect any and ON personal Information; and (2) has Oil of the Commonwealth Information Technelomi 'nlukhnaaa n0P„ara COntmdofs performance under this Contract, for all stale agendas. In the Executive Department, including all executive offices. boards, commissions, agencies, departments, divisions, councils, bureaus, and offices, now existing and hereafter established, the Contractor shag: (1) obtain a copy, review, and comply with the contracting agencys Information Security Program (ISP) and any pertinent socially guidelines, standards, and policies; (2) comply with all of the Commonwealth of Massachusetts Information Technology Division's 'Security Policies ) (3) communicate and enforce the contracting agency's ISP and such Security Policies against all employees (whether such employees are direct or connected) and subcontractors; (4).implement and :maintain any other reasonable appropriate security procedures and practices necessary to protect personal information to which the Contractor is given access by the contracting agency from the unauthorized access, destruction, use, modification, disclosure or loss; (6) be responsible for the fug or partial breach of any of these: terms by its employees (whether such employees are direct or contracted) or subcontractorsduring or after the term of this Contract, and any breach of these terms may be regarded as a material breach of this Contract; (6) in the event of any unauthorized aazss,:desWction, use, modification, disclosure of less of the personal Information (collectively referred to as the *unauthorized use'): (a) Imm allately notify the contracting agency If the Contractor becomes aware of the unauthorized use; (b) provide full 000perellon and access to Infonnabon necessary for the contracting agency to determine the scope of the unauthorized use; and (c) provide full cooperation and access to Information necessary for the contracting agency and the Contractor to fulfil any notification requirements. Breach of these terms: may beregarded as a materiel breach of this Contract, such that the Commonwealh and MaseDOT may exercise any and all contractual rights and remedies, Including without IMftation (rdemnifirefion under Section if of MesaDOrs Terms and Conditions withholding of payments, Contract suspension, or termination. In addition, the Contractor may be subject to applicable statutory or regulatory penalties, including and without IMilation, Nose Imposed pursuant to G.L. c. 93H and under G.L. c. 214,1130 for violations under M.G.L a 66A 626 (Order Regarding Non. we Action which supersedes activities, and services provided, Performed, licensed, :charerad, funded regulated, of contracted for by the state shall be conducted without unlawful discrimination based on race, color, age, gender, ethnicity, sexual orientation,.; gender Identity or expression, religion, creed, ancestry, national origin, disability, veteran's status Qnc cling VleNam-era veterans), or background. The Contractor and any subcontractors may not engage In discdminatory employment Practices; and the Contractor ceNfies compliance with applicable federal and slate laws, miles, and regulations governing fair labor and employment practices; and the Contractor oommgs to Purchase supplies and services from certified minority or women -owned businesses, small businesses, or businesses owned by socially or economically disadvantaged persons or parsons with i isabllGes. These provWms shall be enforced through the contracting agency, OSD, and/or the Massachusetts Commission Against Discrimination. Any breach shag be regarded as a material breach of the contract that may subject the contractor to appropriate sanctions. (Updated 3/21/2014) Page 5 of 5